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Exhibit 10-3
NOTE AMENDMENT
(10 1/2% Senior Unsecured Note)
This Amendment No. 6 to Note dated as of April 30, 2001 (the
"Amendment"), between Lexington Precision Corporation, a Delaware corporation
(the "Company"), and Tri-Links Investment Trust, a Delaware trust (as
successor-in-trust to Nomura Holding America, Inc.) ("Tri-Links").
WHEREAS, Tri-Links is the holder of that certain 10 1/2% Senior
Unsecured Note due February 1, 2000, of the Company in the original principal
amount of the U.S. $7,500,000, dated October 27, 1997, No. SU-1, as amended by
Amendment No. 1 dated as of January 31, 2000, Amendment No. 2 dated as of April
30, 2000, Amendment No. 3 dated as of July 31, 2000, Amendment No. 4 dated as of
October 31, 2000, and Amendment No. 5 dated as of January 31, 2001 (the "Note");
WHEREAS, the Company and Tri-Links desire to amend the Note on and
subject to the terms hereof;
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. AMENDMENT OF NOTE.
The first paragraph on page 1 of the Note is hereby amended to
extend the maturity date of the Note from May 1, 2001, to August 1, 2001, by
replacing the reference to "May 1, 2001," with "August 1, 2001."
2. WAIVER.
Subject to paragraph 3, hereof, Tri-Links hereby waives, until
August 1, 2001, any Event of Default under the Note resulting solely from the
failure of the Company to pay any principal or interest due on February 1, 2000,
in respect of the Company's 12 3/4% Senior Subordinated Notes due February 1,
2000 ("Other Indebtedness").
3. RESCISSION OF WAIVER.
The foregoing waiver shall be automatically rescinded, without
notice to the Company, in the event that the holders of the Other Indebtedness,
or the trustee in respect thereof, seek to enforce or exercise any remedies in
respect thereof.
4. EFFECTIVE DATE.
This Amendment shall be deemed effective as of April 30, 2001.
Tri-Links hereby waives any Default or Event of Default as a result of the
failure to pay the principal amount of the Note on May 1, 2001. The Company and
Tri-Links agree that, during the period from May 1, 2001 through July 31, 2001,
the provisions of paragraph 4(b) of the Note shall apply with respect to the
entire principal amount of the Note and interest shall be payable at the rate
provided in paragraph 4(b).
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5. APPLICABILITY; LEGEND.
This Amendment shall amend the Note and each replacement note issued
upon transfer of, in exchange for or in lieu of the Note. Tri-Links agrees that
it will cause the following legend to be placed prominently on the Note and that
any replacement notes issued by the Company upon transfer of, in exchange for,
or in lieu of the Note shall have such legend placed thereon:
THIS NOTE HAS BEEN AMENDED PURSUANT TO THAT CERTAIN
AMENDMENT NO. 6 TO NOTE DATED AS OF APRIL 30, 2001, A COPY OF
WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
COMPANY AT 000 XXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX,
AND REFERENCE SHOULD BE MADE THERETO FOR THE TERMS THEREOF.
6. REPRESENTATIONS AND WARRANTIES. Each of the parties
represents and warrants that: (a) the execution, delivery and
performance of this Amendment have been duly authorized by all
requisite action on its part; and (b) this Amendment 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 general
equitable principles.
7. NO OTHER AMENDMENTS.
Except as expressly amended, waived, modified, and
supplemented hereby, the Note shall remain in full force and effect in
accordance with its terms.
8. GENERAL PROVISIONS.
(a) DEFINED TERMS. Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning ascribed thereto in
the Note.
(b) COUNTERPARTS. This Amendment 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 Amendment may be signed by facsimile transmission of
the relevant signature pages hereof.
(c) GOVERNING LAW. This Amendment 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 Amendment shall be
binding upon and inure to the benefit of the successors and assigns of
the parties hereto and any and all transferees and holders of the Note
or any replacement note.
(e) HEADINGS. The paragraph headings of this Amendment are
for convenience of reference only and are not to be considered in
construing this Amendment.
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IN WITNESS WHEREOF, the Company and Tri-Links have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers effective as of the first date written above.
LEXINGTON PRECISION CORPORATION
By: Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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TRI-LINKS INVESTMENT TRUST
By: Xxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxxx, Xx.
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Title: Vice President
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CONSENT
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The undersigned, Lexington Rubber Group, Inc. (formerly
Lexington Components, Inc.), a Delaware corporation, hereby consents to
Amendment No. 6 to Note (the "Amendment") dated and effective as of April 30,
2001, between Lexington Precision Corporation (the "Company") and Tri-Links
Investment Trust (as successor-in-interest to Nomura Holding America, Inc.),
which amends the Company's 10 1/2% Senior Unsecured Note due May 1, 2001 (the
"Note"), as amended by Amendment No. 1 dated as of January 31, 2000, Amendment
No. 2 dated as of April 30, 2000, Amendment No. 3 dated as of July 31, 2000,
Amendment No. 4 dated as of October 31, 2000, and Amendment No. 5 dated as of
January 31, 2001, and hereby confirms and agrees that its Guarantee of the Note
shall continue to be in full force and effect and shall apply to the Note as
amended by the Amendment and that all references in said Guarantee to "Note" or
"Notes" shall refer to the Note as amended by the Amendment.
LEXINGTON RUBBER GROUP, INC.
By: Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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