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Exhibit 10-5
AGREEMENT
This Agreement dated as of October 31, 2000 (the "Agreement"), among
Lexington Precision Corporation, a Delaware corporation (the "LPC"), Lexington
Rubber Group, Inc., a Delaware corporation formerly known as Lexington
Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower"
and collectively as the "Borrowers"), and Congress Financial Corporation
("Congress").
WHEREAS, Congress and each of the Borrowers have entered into an
Accounts Financing Agreement [Security Agreement] dated as of January 11, 1990,
as amended, and all supplements thereto and related financing and security
agreements (all of the foregoing, as the same have been or may be amended,
replaced, extended, modified, or supplemented, are referred to as the "Financing
Agreements").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. WAIVER. Subject to paragraph 2 hereof, Congress hereby waives, until
February 1, 2001, any Event of Default resulting solely from the failure of the
LPC to pay any principal or interest due on February 1, 2000, May 1, 2000,
August 1, 2000, or November 1, 2000, in respect of (a) LPC's 14% Junior
Subordinated Notes due November 1, 2000, (b) LPC's Junior Subordinated
Convertible Increasing Rate Notes due May 1, 2000, and/or (c) LPC's 12 3/4%
Senior Subordinated Notes due February 1, 2000 (the indebtedness referred to in
clauses (a), (b) and (c) is referred to herein as the "Other Indebtedness").
2. RESCISSION OF WAIVERS. The foregoing waivers shall be automatically
rescinded, without notice to LPC or LRG, in the event that the holder of any
Other Indebtedness or trustee in respect thereof seeks to accelerate the
maturity of any such Other Indebtedness or to enforce or exercise any remedies
in respect thereto.
3. EFFECTIVE DATE.
This Agreement shall be deemed effective as of October 31, 2000.
4. REPRESENTATIONS AND WARRANTIES. Each of the parties represents and
warrants that: (a) the execution, delivery, and performance of this Agreement
have been duly authorized by all requisite action on its part; and (b) this
Agreement has been duly executed and delivered by it and constitutes its legal,
valid, and binding agreement, enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforceability of creditors' rights generally or by general equitable
principles.
5. NO OTHER AMENDMENTS.
Except as set forth herein, all terms and provisions of the
Financing Agreements among Congress, LPC and LRG shall remain in full force and
effect. Except as expressly set forth herein, no other or further amendment,
waiver or consent is implied by, and LPC and LRG shall not be entitled to, any
other or further amendment, waiver or consent by virtue of the provisions of
this Agreement. In
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addition, without limiting the foregoing, the waivers of Congress set forth
herein do not constitute an agreement to, and LPC and LRG acknowledge that
Congress may decline to, grant any other or further waivers with respect to the
subject matter hereof or any other matters regardless of whether or not there
occurs any change in facts or circumstances relating to LPC and/or LRG.
6. GENERAL PROVISIONS.
(a) DEFINED TERMS. Capitalized terms used herein, unless otherwise
defined herein, shall have the meaning ascribed thereto in the Financing
Agreements.
(b) COUNTERPARTS. This Agreement may be executed by the parties in
any number of counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Agreement may be signed
by facsimile transmission of the relevant signature pages hereof.
(c) GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with, the internal laws of the State of
New York.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
(e) HEADINGS. The paragraph headings of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.
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IN WITNESS WHEREOF, each Borrower and Congress have caused
this Agreement to be duly executed and delivered as of the date first written
above.
LEXINGTON PRECISION CORPORATION
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chairman of the Board
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LEXINGTON RUBBER GROUP, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chairman of the Board
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CONGRESS FINANCIAL CORPORATION
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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