Browse > Home / CompanyIntelligence / Financial / Bank One / Miscellany

Bank One, NA

Miscellany

Page 1 of 81 2 3 4 5 6 7 8

$33	Preview Subscribers	2003	Prentiss Properties Reports $0.16 per Share Net Income and $0.78 Per Share FFO for Second Quarter 2003 Prentiss Properties Reports $0.16 per Share Net Income and $0.78 Per Share FFO for Second Quarter 2003 (35K) Doc #265778: Click preview link for longer preview. [Prentiss Properties Logo] Prentiss Properties Trust 3890 West Northwest Hwy., Suite 400 Dallas, TX 75220 www.prentissproperties.com NYSE: PP FOR FURTHER INFORMATION: Thomas F. August President & Chief Executive Officer (214) 654-0886 FOR IMMEDIATE RELEASE Wednesday, July 16, 2003 PRENTISS PROPERTIES REPORTS $0.16 PER SHARE NET INCOME AND $0.78 PER SHARE FFO FOR SECOND QUARTER 2003 Prentiss Properties Trust Summary of Operations for the 2^nd Quarter 2003 ? For the second quarter . . . 265778	Bank One Bank One, NA ( Financial ) As referenced in this Prentiss Properties Reports $0.16 per Share Net Income and $0.78 Per Share FFO for Second Quarter 2003: Bank One NA – line of credit for each pricing level. Banking participants in the new facility include EuroHypo AG as Administrative Agent and Sole Lead Arranger, Bank One NA as Syndication Agent, Bank of Montreal as Documentation Agent and SunTrust Bank as a Lender. In conjunction with the new $100 million _____________ dt 162610 ; Eurohypo Eurohypo AG ( Miscellany ) As referenced in this Prentiss Properties Reports $0.16 per Share Net Income and $0.78 Per Share FFO for Second Quarter 2003: EuroHypo AG – less than the spread on the Companys existing revolving line of credit for each pricing level. Banking participants in the new facility include EuroHypo AG as Administrative Agent and Sole Lead Arranger, Bank One NA as Syndication Agent, Bank of Montreal as Documentation Agent and SunTrust Bank as _____________ dt 266568 ;	Prentiss Prentiss Properties Trust ( Real Estate ) As referenced in this Prentiss Properties Reports $0.16 per Share Net Income and $0.78 Per Share FFO for Second Quarter 2003: Prentiss Properties Trust – Press Release EX-99.1 3 dex991.htm PRESS RELEASE Exhibit 99.1 [Prentiss Properties Logo] Prentiss Properties Trust 3890 West Northwest Hwy., Suite 400 Dallas, TX 75220 www.prentissproperties.com NYSE: PP FOR FURTHER INFORMATION: Thomas F. August President & Chief _____________ Prentiss Properties Trust – Wednesday, July 16, 2003 PRENTISS PROPERTIES REPORTS $0.16 PER SHARE NET INCOME AND $0.78 PER SHARE FFO FOR SECOND QUARTER 2003 Prentiss Properties Trust Summary of Operations for the 2nd Quarter 2003 For the second quarter 2003, the Company reported net income of $8.5 million, or $ _____________ Prentiss Properties Trust – building built in 1990. 701 Warrenville Road is a 60,434 square foot, class A building built in 1999. Dallas, July 16, 2003 Prentiss Properties Trust (NYSE: PP), a real estate investment trust (REIT) which focuses on office property ownership and development in select markets, today announced results _____________ Prentiss Properties Trust – for the second quarter of 2002. Diluted FFO was $0.78 per share for the second quarter of 2003 compared to $0.85 Prentiss Properties Trust 2nd Quarter 2003 Earnings Release July 16, 2003 Page 2 of 8 per share for the second quarter of 2002. The early second _____________ Prentiss Properties Trust – 9.2% and a first year GAAP yield of 9.7%. The property has only 5,000 square feet maturing prior to 2006. Prentiss Properties Trust 2nd Quarter 2003 Earnings Release July 16, 2003 Page 3 of 8 During the quarter, the Company completed the sale of two office _____________ dt 174058 ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Prentiss Properties Reports $0.16 per Share Net Income and $0.78 Per Share FFO for Second Quarter 2003: Bank of Montreal – level. Banking participants in the new facility include EuroHypo AG as Administrative Agent and Sole Lead Arranger, Bank One NA as Syndication Agent, Bank of Montreal as Documentation Agent and SunTrust Bank as a Lender. In conjunction with the new $100 million unsecured term loan, the Company completed two _____________ dt 243090
$39	Preview Subscribers	2004	Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results (56K) Doc #262793: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}ex99-1.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} {PAGE} [GRAPHIC OMITTED] [GRAPHIC OMITTED] Pennsylvania Real Estate Investment Trust 200 South Broad Street Philadelphia, PA 19102 www.preit.com ------------- Phone: 215-875-0700 Fax: 215-546-7311 Toll Free: 866-875-0700 FOR FURTHER INFORMATION: AT THE COMPANY AT KCSA PUBLIC RELATIONS WORLDWIDE -------------- ---------------------------------- Edward A. Glickman Evan Smith, CFA Erica Pettit Executive Vice President and CFO (Investor Relations) (Media Relations) (215) 875-0700 (212) 896-1251 (212) 896-1248 FOR IMMEDIATE RELEASE --------------------- February 25, 2004 Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results Philadelphia, PA, February 25, 2004, Pennsylvania Real Estate Investment Trust ("PREIT") (NYSE: PEI) today announced the results for the fourth quarter and twelve months ended December 31, 2003. Net Income per share for the fourth quarter 2003 was $0.40 and for the calendar year 2003 was $9.61 per share. FFO per share for the fourth quarter 2003 was $0.83 and for the calendar year 2003 was $2.96 per share, at the high end of the Company's guidance of $2.84 to $2.96 per share that was provided in November 2003 and reaffirmed in February 2004. 2003 Highlights- Transforming Year o Acquired 6 shopping malls in the Philadelphia area from the Rouse Company. (press releases dated March 6, April 29, June 5) o Disposed of its 19 multifamily property portfolio. (press releases dated March 6, June 2, July 29, September 25) o Merged with Crown American Realty Trust. (press releases dated May 14, November 11, November 20) o Refinanced Dartmouth Mall, Dartmouth, MA, and Moorestown Mall, Moorestown, NJ. (press release dated June 5) o Issued 6.325 million common shares through a public offering. (press releases dated August 18, August 27) o Acquired its partner's 70% share in Willow Grove Park, Willow Grove, PA. (press release dated September 4, 2003) o Acquired a 6.08 acre parcel adjacent to Plymouth Meeting Mall, Plymouth Meeting, PA. (press release dated September 23) o Increased Quarterly Dividend by 5.9%. (press release dated October 17) o Completed a $500 million unsecured revolving Line of Credit. (press release dated November 20) {PAGE} PREIT Announces Fourth Quarter 2003 Results February 25, 2004 Page 2 2003 Fourth Quarter Highlights o Net income for the 2003 fourth quarter increased to $11.5 million from $7.3 million in the 2002 fourth quarter. Fourth quarter 2003 net income includes income from discontinued operations of $1.3 million compared to $2.0 million in the fourth quarter of 2002. o Net income per share for the 2003 fourth quarter was $0.40, a decrease from $0.45 in the 2002 fourth quarter. Fourth quarter 2003 net income per share includes income from discontinued operations of $0.05 per share compared to $0.12 per share in the fourth quarter of 2002. o Funds From Operations (FFO) for the 2003 fourth quarter increased 68.4% to $26.2 million from $15.6 million in the 2002 fourth quarter. o FFO per share was $0.83 for the 2003 fourth quarter compared to $0.85 in the 2002 fourth quarter. o Net Operating Income (NOI) for the 2003 fourth quarter increased to $55.6 million from $20.8 million for the 2002 fourth quarter. o Same store NOI for the Company's retail portfolio increased by 1.7% from the 2002 fourth quarter. During 2003, the Company completed the sale of all the properties and joint venture investments that comprised its multifamily portfolio. The 15 wholly-owned multifamily properties are classified as discontinued operations on the consolidated statement of income. The four joint-venture multifamily properties are included as continuing operations. The Company's presentation of NOI and mortgage notes within this press release for periods prior to the fourth quarter of 2003 has been revised to reflect this classification. Also, as of December 31, 2003, six properties that were acquired in the merger with Crown American Realty Trust ("Crown") that the Company is currently marketing for sale are classified as assets held for sale on the consolidated balance sheet and as discontinued operations on the income statement. The six properties are Bradley Square Mall, Cleveland Tennessee; Martinsburg Mall, Martinsburg West Virginia; Mount Berry Square Mall, Rome Georgia; Schuykill Mall, Frackville Pennsylvania; Shenango Valley Mall Hermitage, Pennsylvania; and West Manchester Mall York, Pennsylvania. Fourth Quarter Results Net income for the fourth quarter ended December 31, 2003 was $11,502,000, or $0.40 per share, on 28,787,000 weighted average shares of beneficial interest outstanding, compared with $7,331,000, or $0.45 per share, on 16,451,000 weighted average shares of beneficial interest outstanding for the 2002 fourth quarter. Net income for the fourth quarter of 2003 included a $4,457,000 gain on sale of the Company's joint-venture interest in Countrywood Apartments, Tampa, Florida. The gain recognition had been deferred as the buyer's initial investment did not meet the criteria for gain recognition until the purchase money mortgage was paid in full in December 2003. For the fourth quarter ended December 31, 2003, the Company's total FFO increased 68.4% to $26,192,000 from $15,552,000 for the comparable three-month period in 2002. A reconciliation of net income to FFO can be found on page 11. {PAGE} PREIT Announces Fourth Quarter 2003 Results February 25, 2004 Page 3 FFO per share was $0.83 in the fourth quarter of 2003 compared to $0.85 in the fourth quarter of 2002. Weighted average shares of beneficial interest/Operating Partnership units outstanding (collectively, shares) increased by 74.3% to 31,744,000 for the quarter ended December 31, 2003 from 18,210,000 for the quarter ended December 262793	Bank One Bank One, NA ( Financial ) As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results: Bank One, NA – Association and Fleet National Bank as Syndication Agents; Commerzbank AG, New York and Cayman Branches, and Manufacturers & Traders Trust Company as Documentation Agents; Bank One, NA , Eurohypo AG, New York Branch, and Wachovia Bank National Association as Managing Agents; and Union Bank of California, Allied Irish Bank, Citizens _____________ dt 162560 ; Eurohypo Eurohypo AG ( Miscellany ) As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results: Eurohypo AG, – National Bank as Syndication Agents; Commerzbank AG, New York and Cayman Branches, and Manufacturers & Traders Trust Company as Documentation Agents; Bank One, NA, Eurohypo AG, New York Branch, and Wachovia Bank National Association as Managing Agents; and Union Bank of California, Allied Irish Bank, Citizens Bank, National _____________ dt 266562 ; PREIT Pennsylvania Real Estate Investment Trust ( Real Estate ) As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results: Pennsylvania Real Estate Investment Trust – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}ex99-1.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} {PAGE} [GRAPHIC OMITTED] [GRAPHIC OMITTED] Pennsylvania Real Estate Investment Trust 200 South Broad Street Philadelphia, PA 19102 www.preit.com ------------- Phone: 215-875-0700 Fax: 215-546-7311 Toll Free: 866-875- _____________ Pennsylvania Real Estate Investment Trust – Vice President and CFO (Investor Relations) (Media Relations) (215) 875-0700 (212) 896-1251 (212) 896-1248 FOR IMMEDIATE RELEASE --------------------- February 25, 2004 Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results Philadelphia, PA, February 25, 2004, Pennsylvania Real Estate Investment Trust ("PREIT") (NYSE: PEI) today announced the _____________ Pennsylvania Real Estate Investment Trust – FOR IMMEDIATE RELEASE --------------------- February 25, 2004 Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results Philadelphia, PA, February 25, 2004, Pennsylvania Real Estate Investment Trust ("PREIT") (NYSE: PEI) today announced the results for the fourth quarter and twelve months ended December 31, 2003. Net Income per share _____________ Pennsylvania Real Estate Investment Trust – 888) 203-1112 or (719) 457-0820 (Passcode: 301480). The online archive of the webcast will be available over the same period. About Pennsylvania Real Estate Investment Trust Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first equity REITs in the U.S., has a primary _____________ Pennsylvania Real Estate Investment Trust, – 457-0820 (Passcode: 301480). The online archive of the webcast will be available over the same period. About Pennsylvania Real Estate Investment Trust Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first equity REITs in the U.S., has a primary investment focus on retail shopping _____________ dt 145094 ;	Rouse Rouse Co. ( Real Estate ) As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results: Rouse Co – in November 2003 and reaffirmed in February 2004. 2003 Highlights- Transforming Year o Acquired 6 shopping malls in the Philadelphia area from the Rouse Co mpany. (press releases dated March 6, April 29, June 5) o Disposed of its 19 multifamily property portfolio. (press releases dated March 6, _____________ Rouse Co – of the Company's merger with Crown on November 20, 2003. The results also reflect the acquisition of six shopping malls from The Rouse Co mpany and the remaining 70% interest in Willow Grove Park, Willow Grove, Pennsylvania prior to the fourth quarter. The increase in FFO and _____________ Rouse Co – Pennsylvania as a result of the Company's merger with Crown. The results also reflect the acquisition of six shopping malls from The Rouse Co mpany and the remaining 70% interest in Willow Grove Park, Willow Grove, Pennsylvania. The increase in FFO and NOI from these acquisitions was _____________ Rouse Co – date of December 15, 2003, and approximately $6,400,000 in costs associated with the acquisition of the six shopping malls from The Rouse Co mpany and the merger with Crown. The increase in net income was primarily due to the gain on sale of the multifamily portfolio. _____________ Rouse Co – total intangible assets of $168 million, which also includes $31 million recorded in connection with the acquisition of the six properties from the Rouse Co mpany earlier this year. Strategic Update Ronald Rubin, Chairman and Chief Executive Officer of PREIT, said, "In 2003, PREIT achieved several key milestones _____________ dt 143557 ; Commerzbank Commerzbank AG ( Financial ) As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results: Commerzbank AG, – Fargo National Bank Association as Sole Lead Arranger & Administrative Agent, and includes U.S. Bank Association and Fleet National Bank as Syndication Agents; Commerzbank AG, New York and Cayman Branches, and Manufacturers & Traders Trust Company as Documentation Agents; Bank One, NA, Eurohypo AG, New York Branch, and _____________ dt 139187 ; More...
$34	Preview Subscribers	2003	Agreement [Amendment No. 16] Agreement [Amendment No. 16] (10K) Doc #219884: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.12 {SEQUENCE}14 {FILENAME}l03471aexv10w12.txt {DESCRIPTION}EXHIBIT 10.12 {TEXT} {PAGE} Exhibit 10-12 SIXTEENTH AMENDMENT AGREEMENT THIS SIXTEENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 15th day of September, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA) ("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), a Delaware corporation ("LRG", hereinafter LPC and LRG are referred to each as "Borrower" singularly and referred to jointly and severally as "Borrowers", which term shall mean each of the companies individually and both of the companies collectively). WHEREAS, Borrowers and Lender are parties to a certain Credit Facility and Security Agreement, including Rider A thereto, dated as of January 31, 1997, as amended and as it may from time to time be further amended, supplemented or otherwise modified, which provides for certain credit facilities all upon the terms and conditions set forth therein ("Credit and Security Agreement"); WHEREAS, Borrowers and Lender desire to amend the Credit and Security Agreement to modify certain provisions thereof; and WHEREAS, each term used herein shall be defined in accordance with the Credit and Security Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable considerations, Borrowers and Lender agree as follows: 1. Section 2(B)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the North Canton Term Note, the principal balance of the North Canton Term Loan shall be payable in the amount of ELEVEN THOUSAND ONE HUNDRED ELEVEN AND 11/100 DOLLARS ($11,111.11) on October 1, 2003, with the balance thereof payable in full on October 15, 2003. 2. Section 2(C)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the Vienna Term Note, the principal balance of the Vienna Term Loan shall be payable in the amount of EIGHT THOUSAND THREE HUNDRED THIRTY THREE AND 33/100 DOLLARS ($8,333.33) on October 1, 2003, with the balance thereof payable in full on October 15, 2003. {PAGE} 3. Section 2(D)(2) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: 2. CASA GRANDE TERM LOAN. At the end of the Casa Grande Commitment Period, the Casa Grande Construction Loans automatically converted to a term loan (the "Casa Grande Term Loan"). The Casa Grande Note shall evidence the Casa Grande Term Loan. The Casa Grande Term Loan shall be payable in the amount of SIXTEEN THOUSAND SIX HUNDRED SIXTY-SIX AND 00/100 DOLLARS ($16,666.00), together with all accrued interest due at the time of payment of principal, on October 1, 2003, with the balance thereof payable in full on October 15, 2003. The Casa Grande Term Loan shall bear interest on the unpaid principal balance at a rate per annum equal to the Base Rate plus three-fourths of one percent (3/4%). Such interest is payable on October 1, 2003, and October 15, 2003. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. 4. Section 2(E)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the LaGrange Term Note, the principal balance of the LaGrange Term Loan shall be payable in the amount of EIGHT THOUSAND EIGHT HUNDRED EIGHTY-EIGHT AND 89/100 DOLLARS ($8,888.89) on October 1, 2003 with the balance thereof payable in full on October 15, 2003. 5. As a condition precedent to the effectiveness of this Agreement, Borrowers shall pay all reasonable legal fees and expenses of Lender incurred in connection with this Agreement. 6. Borrowers hereby represent and warrant to Lender that (a) each Borrower has the legal power and authority to execute and deliver this Agreement; (b) this Agreement has been duly executed and delivered by each Borrower; (c) the execution and delivery hereof by each Borrower and the performance and observance by each Borrower of the provisions hereof do not violate or conflict with the organizational documents of such Borrower or any law applicable to such Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Borrower; (d) as of the date hereof, and after giving effect to the transactions contemplated by this Agreement, each Borrower is able to pay its debts as they mature and each Borrower's capital is sufficient and not unreasonably small for the business and transaction in which such Borrower is engaged or about to engage; (e) no Default or Event of Default exists under the Credit and Security Agreement, nor will a Default or Event of Default occur upon the execution and delivery of this Agreement; and (f) this Agreement has been duly authorized, executed, and delivered by each Borrower and constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms. 2 {PAGE} 7. Each reference that is made in the Credit and Security Agreement or any other writing shall hereafter be construed as a reference to the Credit and Security Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit and Security Agreement shall remain in full force and effect in accordance with their terms and shall not be amended or modified hereby. 8. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. 9. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF OHIO. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, EACH BORROWER WAIVES (i) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH ANY BORROWER MAY IN ANY WAY BE LIABLE, (ii) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES AND (iii) ITS RIGHT TO A JURY TRIAL IN THE EVENT OF ANY LITIGATION INSTITUTED IN RESPECT OF THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER CREDIT DOCUMENTS. EACH BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS EVIDENCED BY THIS AGREEMENT. EACH BORROWER HEREBY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION IN CONNECTION WITH THIS AGREEMENT MAY BE INSTITUTED IN THE COURTS OF THE 219884	Bank One Bank One, NA ( Financial ) As referenced in this Agreement [Amendment No. 16]: BANK ONE, NA – 12 SIXTEENTH AMENDMENT AGREEMENT THIS SIXTEENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 15th day of September, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA) ("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), _____________ BANK ONE, NA – CORPORATION By: /s/ Warren Delano ----------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano ----------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton ----------------------------------- Name: Sally C. Barton Title: Vice President 4 {/TEXT} {/DOCUMENT} _____________ dt 100280 ; Lexington Lexington Precision Corp. ( Plastic & Rubber ) ; Bank One, Akron, NA;	Lexington Rubber Group, Inc.; Lexington Components, Inc.
$33	Preview Subscribers	2003	Agreement Agreement (6K) Doc #219885: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.13 {SEQUENCE}15 {FILENAME}l03471aexv10w13.txt {DESCRIPTION}EXHIBIT 10.13 {TEXT} {PAGE} Exhibit 10-13 AGREEMENT This Agreement dated as of September 15, 2003 (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 Bank One, NA (formerly known as Bank One, Akron, NA) ("Lender"). WHEREAS, Lender and each of the Borrowers have entered into a certain Credit Facility and Security Agreement dated as of January 31, 1997, including Rider A thereto, as amended, modified, and supplemented, and certain mortgages, security agreements, deeds of trust and other documents, instruments, and agreements in connection therewith, and the Borrowers have executed certain promissory notes in connection therewith (all of the foregoing, as amended, modified, and supplemented, being referred to collectively as the "Loan Documents"). 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, the Lender hereby waives, until October 15, 2003, any Default or Event of Default under any of the Loan Documents resulting solely from the failure of LPC to pay any principal or interest due on (a) LPC's 12 3/4% Senior Subordinated Notes due February 1, 2000, or (b) LPC's 10 1/2% Senior Note due April 30, 2002 (the indebtedness referred to in clauses (a) and (b) 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 of the maturities thereof. 3. Effective Date. This Agreement shall be deemed effective as of September 15, 2003. 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 Loan Documents among Lender, 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 addition, without limiting the foregoing, the waivers of Lender set forth herein do not constitute an {PAGE} agreement to, and LPC and LRG acknowledge that Lender 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 Loan Documents. (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. - 2 - {PAGE} IN WITNESS WHEREOF, each Borrower and Lender have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: /s/ Warren Delano ---------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano ---------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton ---------------------------------- Name: Sally C. Barton Title: Vice President -3 - {/TEXT} {/DOCUMENT} 219885	Bank One Bank One, NA ( Financial ) As referenced in this Agreement: Bank One, NA – corporation formerly known as Lexington Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower" and collectively as the "Borrowers"), and Bank One, NA (formerly known as Bank One, Akron, NA) ("Lender"). WHEREAS, Lender and each of the Borrowers have entered into a certain Credit Facility _____________ BANK ONE, NA – CORPORATION By: /s/ Warren Delano ---------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano ---------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton ---------------------------------- Name: Sally C. Barton Title: Vice President -3 - {/TEXT} {/DOCUMENT} _____________ dt 100281 ; Lexington Lexington Precision Corp. ( Plastic & Rubber ) ; Lexington Rubber Group, Inc.;	Lexington Components, Inc.; Bank One, Akron, NA
$34	Preview Subscribers	2003	Agreement [Amendment No. 17] Agreement [Amendment No. 17] (10K) Doc #219886: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.14 {SEQUENCE}16 {FILENAME}l03471aexv10w14.txt {DESCRIPTION}EXHIBIT 10.14 {TEXT} {PAGE} Exhibit 10-14 SEVENTEENTH AMENDMENT AGREEMENT THIS SEVENTEENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 15th day of October, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA) ("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), a Delaware corporation ("LRG", hereinafter LPC and LRG are referred to each as "Borrower" singularly and referred to jointly and severally as "Borrowers", which term shall mean each of the companies individually and both of the companies collectively). WHEREAS, Borrowers and Lender are parties to a certain Credit Facility and Security Agreement, including Rider A thereto, dated as of January 31, 1997, as amended and as it may from time to time be further amended, supplemented or otherwise modified, which provides for certain credit facilities all upon the terms and conditions set forth therein ("Credit and Security Agreement"); WHEREAS, Borrowers and Lender desire to amend the Credit and Security Agreement to modify certain provisions thereof; and WHEREAS, each term used herein shall be defined in accordance with the Credit and Security Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable considerations, Borrowers and Lender agree as follows: 1. Section 2(B)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the North Canton Term Note, the principal balance of the North Canton Term Loan shall be payable in the amount of ELEVEN THOUSAND ONE HUNDRED ELEVEN AND 11/100 DOLLARS ($11,111.11) on November 1, 2003, with the balance thereof payable in full on November 7, 2003. 2. Section 2(C)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the Vienna Term Note, the principal balance of the Vienna Term Loan shall be payable in the amount of EIGHT THOUSAND THREE HUNDRED THIRTY THREE AND 33/100 DOLLARS ($8,333.33) on November 1, 2003, with the balance thereof payable in full on November 7, 2003. {PAGE} 3. Section 2(D)(2) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: 2. CASA GRANDE TERM LOAN. At the end of the Casa Grande Commitment Period, the Casa Grande Construction Loans automatically converted to a term loan (the "Casa Grande Term Loan"). The Casa Grande Note shall evidence the Casa Grande Term Loan. The Casa Grande Term Loan shall be payable in the amount of SIXTEEN THOUSAND SIX HUNDRED SIXTY-SIX AND 00/100 DOLLARS ($16,666.00), together with all accrued interest due at the time of payment of principal, on November 1, 2003, with the balance thereof payable in full on November 7, 2003. The Casa Grande Term Loan shall bear interest on the unpaid principal balance at a rate per annum equal to the Base Rate plus three-fourths of one percent (3/4%). Such interest is payable on November 1, 2003, and November 7, 2003. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. 4. Section 2(E)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the LaGrange Term Note, the principal balance of the LaGrange Term Loan shall be payable in the amount of EIGHT THOUSAND EIGHT HUNDRED EIGHTY-EIGHT AND 89/100 DOLLARS ($8,888.89) on November 1, 2003 with the balance thereof payable in full on November 7, 2003. 5. As a condition precedent to the effectiveness of this Agreement, Borrowers shall pay all reasonable legal fees and expenses of Lender incurred in connection with this Agreement. 6. Borrowers hereby represent and warrant to Lender that (a) each Borrower has the legal power and authority to execute and deliver this Agreement; (b) this Agreement has been duly executed and delivered by each Borrower; (c) the execution and delivery hereof by each Borrower and the performance and observance by each Borrower of the provisions hereof do not violate or conflict with the organizational documents of such Borrower or any law applicable to such Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Borrower; (d) as of the date hereof, and after giving effect to the transactions contemplated by this Agreement, each Borrower is able to pay its debts as they mature and each Borrower's capital is sufficient and not unreasonably small for the business and transaction in which such Borrower is engaged or about to engage; (e) no Default or Event of Default exists under the Credit and Security Agreement, nor will a Default or Event of Default occur upon the execution and delivery of this Agreement; and (f) this Agreement has been duly authorized, executed, and delivered by each Borrower and constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms. 2 {PAGE} 7. Each reference that is made in the Credit and Security Agreement or any other writing shall hereafter be construed as a reference to the Credit and Security Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit and Security Agreement shall remain in full force and effect in accordance with their terms and shall not be amended or modified hereby. 8. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. 9. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF OHIO. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, EACH BORROWER WAIVES (i) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH ANY BORROWER MAY IN ANY WAY BE LIABLE, (ii) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES AND (iii) ITS RIGHT TO A JURY TRIAL IN THE EVENT OF ANY LITIGATION INSTITUTED IN RESPECT OF THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER CREDIT DOCUMENTS. EACH BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS EVIDENCED BY THIS AGREEMENT. EACH BORROWER HEREBY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION IN CONNECTION WITH THIS AGREEMENT MAY BE INSTITUTED IN THE COURTS OF THE 219886	Bank One Bank One, NA ( Financial ) As referenced in this Agreement [Amendment No. 17]: BANK ONE, NA – 14 SEVENTEENTH AMENDMENT AGREEMENT THIS SEVENTEENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 15th day of October, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA) ("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), _____________ BANK ONE, NA – CORPORATION By: /s/ Warren Delano -------------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano -------------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton -------------------------------------- Name: Sally C. Barton Title: Vice President 4 {/TEXT} {/DOCUMENT} _____________ dt 100282 ;	Lexington Lexington Precision Corp. ( Plastic & Rubber )
$33	Preview Subscribers	2003	Agreement Agreement (6K) Doc #219887: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.15 {SEQUENCE}17 {FILENAME}l03471aexv10w15.txt {DESCRIPTION}EXHIBIT 10.15 {TEXT} {PAGE} Exhibit 10-15 AGREEMENT This Agreement dated as of October 15, 2003 (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 Bank One, NA (formerly known as Bank One, Akron, NA) ("Lender"). WHEREAS, Lender and each of the Borrowers have entered into a certain Credit Facility and Security Agreement dated as of January 31, 1997, including Rider A thereto, as amended, modified, and supplemented, and certain mortgages, security agreements, deeds of trust and other documents, instruments, and agreements in connection therewith, and the Borrowers have executed certain promissory notes in connection therewith (all of the foregoing, as amended, modified, and supplemented, being referred to collectively as the "Loan Documents"). 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, the Lender hereby waives, until November 7, 2003, any Default or Event of Default under any of the Loan Documents resulting solely from the failure of LPC to pay any principal or interest due on (a) LPC's 12 3/4% Senior Subordinated Notes due February 1, 2000, or (b) LPC's 10 1/2% Senior Note due April 30, 2002 (the indebtedness referred to in clauses (a) and (b) 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 of the maturities thereof. 3. Effective Date. This Agreement shall be deemed effective as of October 15, 2003. 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 Loan Documents among Lender, 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 addition, without limiting the foregoing, the waivers of Lender set forth herein do not constitute an {PAGE} agreement to, and LPC and LRG acknowledge that Lender 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 Loan Documents. (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. - 2- {PAGE} IN WITNESS WHEREOF, each Borrower and Lender have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: /s/ Warren Delano ---------------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano ---------------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton ---------------------------------------- Name: Sally C. Barton Title: Vice President - 3 - {/TEXT} {/DOCUMENT} 219887	Bank One Bank One, NA ( Financial ) As referenced in this Agreement: Bank One, NA – corporation formerly known as Lexington Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower" and collectively as the "Borrowers"), and Bank One, NA (formerly known as Bank One, Akron, NA) ("Lender"). WHEREAS, Lender and each of the Borrowers have entered into a certain Credit Facility _____________ BANK ONE, NA – CORPORATION By: /s/ Warren Delano ---------------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano ---------------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton ---------------------------------------- Name: Sally C. Barton Title: Vice President - 3 - {/TEXT} {/DOCUMENT} _____________ dt 100283 ; Lexington Lexington Precision Corp. ( Plastic & Rubber ) ; Lexington Rubber Group, Inc.;	Lexington Components, Inc.; Bank One, Akron, NA
$34	Preview Subscribers	2003	Agreement [Amendment No. 18] Agreement [Amendment No. 18] (10K) Doc #219888: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.16 {SEQUENCE}18 {FILENAME}l03471aexv10w16.txt {DESCRIPTION}EXHIBIT 10.16 {TEXT} {PAGE} Exhibit 10-16 EIGHTEENTH AMENDMENT AGREEMENT THIS EIGHTEENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 7(th) day of November, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA) ("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), a Delaware corporation ("LRG", hereinafter LPC and LRG are referred to each as "Borrower" singularly and referred to jointly and severally as "Borrowers", which term shall mean each of the companies individually and both of the companies collectively). WHEREAS, Borrowers and Lender are parties to a certain Credit Facility and Security Agreement, including Rider A thereto, dated as of January 31, 1997, as amended and as it may from time to time be further amended, supplemented or otherwise modified, which provides for certain credit facilities all upon the terms and conditions set forth therein ("Credit and Security Agreement"); WHEREAS, Borrowers and Lender desire to amend the Credit and Security Agreement to modify certain provisions thereof; and WHEREAS, each term used herein shall be defined in accordance with the Credit and Security Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable considerations, Borrowers and Lender agree as follows: 1. Section 2(B)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the North Canton Term Note, the principal balance of the North Canton Term Loan shall be payable in full on November 21, 2003. 2. Section 2(C)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the Vienna Term Note, the principal balance of the Vienna Term Loan shall be payable in full on November 21, 2003. {PAGE} 3. Section 2(D)(2) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: 2. CASA GRANDE TERM LOAN. At the end of the Casa Grande Commitment Period, the Casa Grande Construction Loans automatically converted to a term loan (the "Casa Grande Term Loan"). The Casa Grande Note shall evidence the Casa Grande Term Loan. The Casa Grande Term Loan shall be payable in full on November 21, 2003. The Casa Grande Term Loan shall bear interest on the unpaid principal balance at a rate per annum equal to the Base Rate plus three-fourths of one percent (3/4%). Such interest is payable on November 21, 2003. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. 4. Section 2(E)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the LaGrange Term Note, the principal balance of the LaGrange Term Loan shall be payable in full on November 21, 2003. 5. As a condition precedent to the effectiveness of this Agreement, Borrowers shall pay all reasonable legal fees and expenses of Lender incurred in connection with this Agreement. 6. Borrowers hereby represent and warrant to Lender that (a) each Borrower has the legal power and authority to execute and deliver this Agreement; (b) this Agreement has been duly executed and delivered by each Borrower; (c) the execution and delivery hereof by each Borrower and the performance and observance by each Borrower of the provisions hereof do not violate or conflict with the organizational documents of such Borrower or any law applicable to such Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Borrower; (d) as of the date hereof, and after giving effect to the transactions contemplated by this Agreement, each Borrower is able to pay its debts as they mature and each Borrower's capital is sufficient and not unreasonably small for the business and transaction in which such Borrower is engaged or about to engage; (e) no Default or Event of Default exists under the Credit and Security Agreement, nor will a Default or Event of Default occur upon the execution and delivery of this Agreement; and (f) this Agreement has been duly authorized, executed, and delivered by each Borrower and constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms. 7. Each reference that is made in the Credit and Security Agreement or any other writing shall hereafter be construed as a reference to the Credit and Security Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit and Security Agreement shall remain in full force and effect in accordance with their terms and shall not be amended or modified hereby. 2 {PAGE} 8. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. 9. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF OHIO. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, EACH BORROWER WAIVES (i) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH ANY BORROWER MAY IN ANY WAY BE LIABLE, (ii) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES AND (iii) ITS RIGHT TO A JURY TRIAL IN THE EVENT OF ANY LITIGATION INSTITUTED IN RESPECT OF THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER CREDIT DOCUMENTS. EACH BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS EVIDENCED BY THIS AGREEMENT. EACH BORROWER HEREBY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION IN CONNECTION WITH THIS AGREEMENT MAY BE INSTITUTED IN THE COURTS OF THE STATE OF OHIO, IN THE COUNTY OF STARK OR THE UNITED STATES COURTS FOR THE NORTHERN DISTRICT OF OHIO, AS LENDER MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT, AND TO ALL PROCEEDINGS IN SUCH COURTS. BORROWERS AND LENDER ACKNOWLEDGE THAT JURY TRIALS OFTEN ENTAIL ADDITIONAL EXPENSES AND DELAYS NOT OCCASIONED BY NON-JURY TRIALS. BORROWERS AND LENDER AGREE AND STIPULATE THAT A FAIR TRIAL MAY BE HAD BEFORE A STATE OR FEDERAL JUDGE BY MEANS OF A BENCH TRIAL WITHOUT A JURY. IN VIEW OF THE FOREGOING, AND AS A SPECIFICALLY NEGOTIATED 219888	Bank One Bank One, NA ( Financial ) As referenced in this Agreement [Amendment No. 18]: BANK ONE, NA – EIGHTEENTH AMENDMENT AGREEMENT THIS EIGHTEENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 7(th) day of November, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA) ("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), _____________ BANK ONE, NA – CORPORATION By: /s/ Warren Delano --------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano --------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton --------------------------------- Name: Sally C. Barton Title: Vice President 4 {/TEXT} {/DOCUMENT} _____________ dt 100284 ;	Lexington Lexington Precision Corp. ( Plastic & Rubber )
$33	Preview Subscribers	2003	Agreement Agreement (6K) Doc #219889: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.17 {SEQUENCE}19 {FILENAME}l03471aexv10w17.txt {DESCRIPTION}EXHIBIT 10.17 {TEXT} {PAGE} Exhibit 10-17 AGREEMENT This Agreement dated as of November 7, 2003 (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 Bank One, NA (formerly known as Bank One, Akron, NA) ("Lender"). WHEREAS, Lender and each of the Borrowers have entered into a certain Credit Facility and Security Agreement dated as of January 31, 1997, including Rider A thereto, as amended, modified, and supplemented, and certain mortgages, security agreements, deeds of trust and other documents, instruments, and agreements in connection therewith, and the Borrowers have executed certain promissory notes in connection therewith (all of the foregoing, as amended, modified, and supplemented, being referred to collectively as the "Loan Documents"). 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, the Lender hereby waives, until November 21, 2003, any Default or Event of Default under any of the Loan Documents resulting solely from the failure of LPC to pay any principal or interest due on (a) LPC's 12 3/4% Senior Subordinated Notes due February 1, 2000, or (b) LPC's 10 1/2% Senior Note due April 30, 2002 (the indebtedness referred to in clauses (a) and (b) 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 of the maturities thereof. 3. Effective Date. This Agreement shall be deemed effective as of November 7, 2003. 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 Loan Documents among Lender, 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 addition, without limiting the foregoing, the waivers of Lender set forth herein do not constitute an {PAGE} agreement to, and LPC and LRG acknowledge that Lender 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 Loan Documents. (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. - 2 - {PAGE} IN WITNESS WHEREOF, each Borrower and Lender have caused this Agreement to be duly executed and delivered as of the date first written above. LEXINGTON PRECISION CORPORATION By: /s/ Warren Delano ----------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano ----------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton ----------------------------------- Name: Sally C. Barton Title: Vice President -3 - {/TEXT} {/DOCUMENT} 219889	Bank One Bank One, NA ( Financial ) As referenced in this Agreement: Bank One, NA – corporation formerly known as Lexington Components, Inc. ("LRG"; LPC and LRG are referred to individually as "Borrower" and collectively as the "Borrowers"), and Bank One, NA (formerly known as Bank One, Akron, NA) ("Lender"). WHEREAS, Lender and each of the Borrowers have entered into a certain Credit Facility _____________ BANK ONE, NA – CORPORATION By: /s/ Warren Delano ----------------------------------- Name: Warren Delano Title: President LEXINGTON RUBBER GROUP, INC. By: /s/ Warren Delano ----------------------------------- Name: Warren Delano Title: President BANK ONE, NA By: /s/ Sally C. Barton ----------------------------------- Name: Sally C. Barton Title: Vice President -3 - {/TEXT} {/DOCUMENT} _____________ dt 100285 ; Lexington Lexington Precision Corp. ( Plastic & Rubber ) ; Lexington Rubber Group, Inc.;	Lexington Components, Inc.; Bank One, Akron, NA
$43	Preview Subscribers	2003	Agreement [Amendment No. 13] Agreement [Amendment No. 13] (11K) Doc #219937: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.13 {SEQUENCE}15 {FILENAME}l02004aexv10w13.txt {DESCRIPTION}EXHIBIT 10.13 {TEXT} {PAGE} Exhibit 10-13 THIRTEENTH AMENDMENT AGREEMENT THIS THIRTEENTH AMENDMENT AGREEMENT (this "Agreement") is made as of the 21st day of May, 2003, by and among BANK ONE, NA (fka Bank One, Akron, NA) ("Lender"), LEXINGTON PRECISION CORPORATION, a Delaware corporation ("LPC"), and LEXINGTON RUBBER GROUP, INC. (fka Lexington Components, Inc.), a Delaware corporation ("LRG", hereinafter LPC and LRG are referred to each as "Borrower" singularly and referred to jointly and severally as "Borrowers", which term shall mean each of the companies individually and both of the companies collectively). WHEREAS, Borrowers and Lender are parties to a certain Credit Facility and Security Agreement, including Rider A thereto, dated as of January 31, 1997, as amended and as it may from time to time be further amended, supplemented or otherwise modified, which provides for certain credit facilities all upon the terms and conditions set forth therein ("Credit and Security Agreement"); WHEREAS, Borrowers and Lender desire to amend the Credit and Security Agreement to modify certain provisions thereof; and WHEREAS, each term used herein shall be defined in accordance with the Credit and Security Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable considerations, Borrowers and Lender agree as follows: 1. Section 2(B)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the North Canton Term Note, the principal balance of the North Canton Term Loan shall be payable in two (2) equal monthly installments of ELEVEN THOUSAND ONE HUNDRED ELEVEN AND 11/100 DOLLARS ($11,111.11) each on June 1, 2003 and July 1, 2003, with the balance thereof payable in full on July 9, 2003. 2. Section 2(C)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the Vienna Term Note, the principal balance of the Vienna Term Loan shall be payable in two (2) equal monthly installments of EIGHT THOUSAND THREE HUNDRED THIRTY THREE AND 33/100 DOLLARS ($8,333.33) each on June 1, 2003 and July 1, 2003, with the balance thereof payable in full on July 9, 2003. 3. Section 2(D)(2) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: {PAGE} 2. CASA GRANDE TERM LOAN. At the end of the Casa Grande Commitment Period, the Casa Grande Construction Loans automatically converted to a term loan (the "Casa Grande Term Loan"). The Casa Grande Note shall evidence the Casa Grande Term Loan. The Casa Grande Term Loan shall be payable in two (2) equal monthly installments of SIXTEEN THOUSAND SIX HUNDRED SIXTY-SIX AND 00/100 DOLLARS ($16,666.00) each, together with all accrued interest due at the time of payment of principal, on June 1, 2003 and July 1, 2003, with the balance thereof payable in full on July 9, 2003. The Casa Grande Term Loan shall bear interest on the unpaid principal balance at a rate per annum equal to the Base Rate plus three-fourths of one percent ( 3/4%). Such interest is payable on June 1, 2003, July 1, 2003 and July 9, 2003. Interest shall be computed on a three hundred sixty (360) day basis based upon the actual number of days elapsed. 4. Section 2(E)(2)(b) of the Credit and Security Agreement is hereby deleted in its entirety with the following being inserted in place thereof: (b) Fixed Principal Installments. Subject otherwise to the terms and provisions of the LaGrange Term Note, the principal balance of the LaGrange Term Loan shall be payable in two (2) equal monthly installments of EIGHT THOUSAND EIGHT HUNDRED EIGHTY-EIGHT AND 89/100 DOLLARS ($8,888.89) each, on June 1, 2003 and July 1, 2003, with the balance thereof payable in full on July 9, 2003. 5. As a condition precedent to the effectiveness of this Agreement, Borrowers shall pay all reasonable legal fees and expenses of Lender incurred in connection with this Agreement. 6. Borrowers hereby represent and warrant to Lender that (a) each Borrower has the legal power and authority to execute and deliver this Agreement; (b) this Agreement has been duly executed and delivered by each Borrower; (c) the execution and delivery hereof by each Borrower and the performance and observance by each Borrower of the provisions hereof do not violate or conflict with the organizational documents of such Borrower or any law applicable to such Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Borrower; (d) as of the date hereof, and after giving effect to the transactions contemplated by this Agreement, each Borrower is able to pay its debts as they mature and each Borrower's capital is sufficient and not unreasonably small for the business and transaction in which such Borrower is engaged or about to engage; (e) no Default or Event of Default exists under the Credit and Security Agreement, nor will a Default or Event of Default occur upon the execution and delivery of this Agreement; and (f) this Agreement has been duly authorized, executed, and delivered by each Borrower and constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms. 7. Each reference that is made in the Credit and Security Agreement or any other writing shall hereafter be construed as a reference to the Credit and Security Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit 2