LEXINGTON PRECISION CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>l87964aex10-4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>

<PAGE>   1
                                                          Exhibit 10-4




                            State of South Carolina,

                                 COUNTY OF YORK

                           ---------------------------


                          LEXINGTON RUBBER GROUP, INC.

                                       AND

                                 PAUL H. PENNELL

                           ---------------------------


                                     EIGHTH
                               AMENDMENT AGREEMENT

                           ---------------------------


                  I hereby certify that within Amendment
                  Agreement was filed for record in my
                  office at ______________ __M. o'clock on
                  the ___ day of _____________, 2001 and was
                  immediately entered upon the proper
                  indexes and duly recorded in Volume ___ of
                  Real Estate Mortgages, page _______.







R.M.C./Clerk of Court

                                                     York County, South Carolina

<PAGE>   2


                           EIGHTH AMENDMENT AGREEMENT

         EIGHTH AMENDMENT AGREEMENT dated as of April 30, 2001, between
Lexington Rubber Group, Inc., a Delaware corporation ("LRGI"), formerly known as
Lexington Components, Inc., which, in turn, was formerly known as EPI
Acquisitions Corp. ("EPI"), and Paul H. Pennell ("Pennell").

         WHEREAS, EPI and Pennell entered into certain financing agreements
pursuant to that certain Asset Purchase Agreement dated as of November 30, 1988
(the `Purchase Agreement"), between EPI and Pennell;

         WHEREAS, such financings agreements consist of a Promissory Note dated
November 30, 1988, from EPI to Pennell in the original principal amount of
$3,530,000 (the "Note"; the Note, as heretofore amended and as amended by this
Amendment Agreement, is referred to as the "Amended Note"), a Mortgage dated as
of November 30, 1988, from EPI to Pennell (the "Mortgage") and a Security
Agreement dated as of November 30, 1988, between EPI and Pennell (the "Security
Agreement"; the Note, the Mortgage and the Security Agreement, as the same have
heretofore have been or contemporaneously are being amended, modified or
supplemented, are herein collectively referred to as the "Financing
Agreements");

         WHEREAS, the Note was amended by that certain Amendment Agreement dated
as of November 30, 1991, and recorded with the Clerk of Court of York County,
South Carolina as Book 355 at Page 195 on December 16, 1991.

         WHEREAS, pursuant to the terms thereof, the principal amount of the
Note and the term thereof have been amended as a result of that certain Release
and Notice Agreement dated as of March 31, 1993, between LCI and Pennell;

         WHEREAS, the Note was amended by that certain Second Amendment
Agreement dated as of June 23, 1998 and effective on May 1, 1998, and recorded
with the Clerk of Court of York County, South Carolina, in Volume 2294 at Page
107 on June 24, 1998;

         WHEREAS, the Note was amended by that certain Third Amendment Agreement
dated as of January 31, 2000, and recorded with the Clerk of Court of York
County, South Carolina, in Volume ___ at page ___ on _________, 2000;

         WHEREAS, the Note was amended by that certain Fourth Amendment
Agreement dated as of April 30, 2000, and recorded with the Clerk of Court of
York County, South Carolina, in Volume ___ at page ___ on _________, 2000;

         WHEREAS, the Note was amended by that Fifth Amendment Agreement dated
as of July 31, 2000, and recorded with the Clerk of York County, South Carolina
in Volume ___ at page ___ on _________, 2000;



                                      -1-
<PAGE>   3


         WHEREAS, the Note was amended by that Sixth Amendment Agreement dated
as of October 31, 2000, and recorded with the Clerk of York County, South
Carolina in Volume ___ at page ___ on _________, 2000;

         WHEREAS, the Note was amended by that Seventh Amendment Agreement dated
as of January 31, 2001, and recorded with the Clerk of York County, South
Carolina in Volume ___ at page ___ on _________, 2001; and

         WHEREAS, LRGI and Pennell desire to further amend the Note in the
manner set forth below;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, LRGI and Pennell, intending to be
legally bound, hereby agree as follows:

         1. AMENDMENT OF NOTE. (a) The Note, as amended, is hereby further
amended by deleting therefrom the second and third paragraph on page 1 thereof
in their entirety and substituting therefor the following paragraph:

            The principal of and interest on this Note shall be payable as
follows:

            (i) Monthly interest only payments in the amount of $13,700.16 each
         shall be payable on the last day of each month commencing May 31, 1998,
         and on the last day of each month thereafter until July 31, 2001.
         Simple interest on the principal amount hereunder shall accrue at the
         rate of 12% per annum until the principal balance is paid in full;

            (ii) The principal sum of the Note, together with all accrued and
         unpaid interest thereon, if any, shall be due and payable on July 31,
         2001; and

            (iii) Any payment that is required to be made on a Saturday, Sunday
         or legal holiday shall be payable on the next succeeding day that is
         not a Saturday, Sunday or legal holiday.

            (b) Pennell shall cause the following legend to be placed
prominently on the Note;

                       THIS NOTE HAS BEEN AMENDED BY AN EIGHTH
                       AMENDMENT AGREEMENT DATED AS OF APRIL 30,
                       2001, A COPY OF WHICH IS AVAILABLE FOR
                       INSPECTION AT THE OFFICES OF BUYER AT 767
                       THIRD AVENUE, 29TH FLOOR, NEW YORK, NEW
                       YORK.

            (c) To the extent that this Eighth Amendment Agreement amends the
Note, as heretofore amended, the Note is hereby amended. All references to the
Note in the Purchase Agreement and the Financing Agreements or any other
agreement or document relating to the Financing Agreements shall be deemed to
refer to the Amended Note.

         2. FURTHER ASSURANCES. Each of the parties hereto shall execute and
deliver such additional documents and take such additional actions as may be
requested by the other party to effectuate the provisions and purposes of this
Eighth Amendment Agreement. In connection therewith, LRGI shall


                                      -2-
<PAGE>   4

cause Lexington Precision Corporation to execute and deliver to Pennell a
consent in the form of EXHIBIT A hereto (the "Consent").

         3. MORTGAGE. For purposes of notifying persons of the amendment of the
Note pursuant to this Eighth Amendment Agreement and the effect thereof upon the
Mortgage, it is intended that this Eighth Amendment Agreement shall be filed
with the real estate mortgages of York County, South Carolina. For purposes of
the foregoing, EXHIBIT B hereto sets forth a description of the real property to
which the Mortgage relates.

         4. REPRESENTATIONS AND WARRANTIES. LRGI hereby represents and warrants
to Pennell that: (a) LRGI has full power and authority to execute and deliver
this Eighth Amendment Agreement; (b) this Eighth Amendment Agreement constitutes
the legal, valid and binding obligation of LRGI, enforceable against LRGI in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting enforceability of creditors' rights generally or equitable principles
at the time in effect; (c) the execution, delivery and performance by LRGI of
this Eighth Amendment Agreement have been duly authorized by all requisite
corporate action of LRGI; and (d) the execution and delivery by LRGI of this
Eighth Amendment Agreement and the performance by LRGI of the Amended Note will
not (i) violate any law or regulation binding upon LRGI or the Certificate of
Incorporation or By-laws of LRGI, (ii) violate or constitute (with due notice or
lapse of time or both) a default under any indenture, agreement, license or
other instrument to which LRGI is a party or by which it or any of its
properties may be bound, (iii) violate any order of any court, tribunal or
governmental agency binding upon LRGI or its properties, (iv) result in the
creation or imposition of any Lien of any nature whatsoever upon any properties
or assets of LRGI other than pursuant to the Financing Agreements, or (v)
require any license, consent or approval of any governmental agency or
regulatory authority.

         5. MISCELLANEOUS. (a) This Eighth Amendment Agreement shall be governed
by and construed and interpreted in accordance with the laws of the State of New
York without reference to its principles of conflicts of law.

            (b) Except as expressly amended hereby, all terms and conditions of
         the Financing Agreements and all rights of Pennell and obligations of
         LRGI thereunder and under all related documents, shall remain in full
         force and effect.

            (c) LRGI hereby agrees to pay on demand all costs and expenses
         (including without limitation the reasonable fees and expenses of
         counsel to Pennell) incurred by Pennell in connection with the
         negotiation, preparation, execution and delivery of this Eighth
         Amendment Agreement and all related documents.

            (d) This Eighth Amendment Agreement may be executed by one or more
         of the parties hereto on any number of separate counterparts, and all
         of said counterparts taken together shall be deemed to constitute one
         and the same instrument.




                                      -3-
<PAGE>   5


         IN WITNESS WHEREOF, the parties hereto have executed this Eighth
Amendment Agreement as of the date first above written.

IN THE PRESENCE OF:                    LEXINGTON RUBBER GROUP, INC.  (SEAL)


Nicole Mancaro                         By:    Warren Delano
------------------------------                ---------------------------------
Witness (as to Lexington )                    Warren Delano
Rubber Group, Inc.                            -------------
                                              President
                                              ---------------------------------

MICHAEL A. LUBIN
------------------------------
Witness (as to Lexington
Rubber Group, Inc.)

Phyllis Pennell                               Paul H. Pennell     (Seal)
------------------------------                ---------------------------------
Witness (as to Paul H. Pennell)               Paul H. Pennell

John W. Pennell, JR.
------------------------------
Witness (as to Paul H. Pennell)






                                      -4-
</TEXT>
</DOCUMENT>
