LEXINGTON PRECISION CORP
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
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<PAGE>   1
                                                                    EXHIBIT 10.5

                                 NOTE AMENDMENT
                         (10 1/2% Senior Unsecured Note)

         This Amendment No. 3 to Note dated as of July 31, 2000 (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 August 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, and Amendment No. 2 dated as of
April 30, 2000 (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 August 1, 2000, to November 1, 2000, by
replacing the reference to "August 1, 2000," with "November 1, 2000."

         2. WAIVER.

         Subject to paragraph 3, hereof, Tri-Links hereby waives, until November
1, 2000, 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         The foregoing waiver shall be automatically rescinded, without notice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 July 31, 2000. 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 August 1, 2000. The Company and Tri-Links
agree that, during the period from August 1, 2000 through October 31, 2000, 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. 3 TO NOTE DATED AS OF July 31, 2000, A COPY OF WHICH IS AVAILABLE
         FOR INSPECTION AT THE OFFICES OF THE COMPANY AT 767 THIRD AVENUE, 29TH
         FLOOR, NEW YORK, NEW YORK, 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:       Michael A. Lubin
                                                 -------------------------------
                                           Name:     Michael A. Lubin
                                                 -------------------------------
                                           Title:    Chairman of the Board
                                                 -------------------------------



                                           TRI-LINKS INVESTMENT TRUST *



                                           By:     David A. Vanaskey, Jr.
                                                 -------------------------------
                                           Name:   David A. Vanaskey, Jr.
                                                 -------------------------------
                                           Title:  Vice President
                                                 -------------------------------

                                           *  WILMINGTON TRUST COMPANY
                                              not in its individual capacity
                                              but solely as Owner Trustee


                                     CONSENT
                                     -------
         The undersigned, Lexington Rubber Group, Inc. (formerly Lexington
Components, Inc.), a Delaware corporation, hereby consents to Amendment No. 3 to
Note (the "Amendment") dated and effective as of July 31, 2000, 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 August 1, 2000 (the "Note"), as
amended by Amendment No. 1 dated as of January 31, 2000, and Amendment No. 2
dated as of April 30, 2000, 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:       Michael A. Lubin
                                                 -------------------------------
                                           Name:     Michael A. Lubin
                                                 -------------------------------
                                           Title:    Chairman of the Board
                                                 -------------------------------


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