LEXINGTON PRECISION CORP
EXHIBIT 10.5
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<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>l95285aexv10w5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
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                                                                   Exhibit 10-5


                                    AGREEMENT


        This Agreement dated as of April 30, 2002 (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 July 31, 2002, 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 April 30, 2002, in respect of LPC's 10 1/2% Senior Note due
April 30, 2002 (the "Other Indebtedness").

        2. Rescission of Waivers. The foregoing waiver shall be automatically
rescinded, without notice to LPC or LRG, in the event that the holder of the
Other Indebtedness or trustee in respect thereof seeks to enforce or exercise
any remedies in respect to the maturity thereof.

        3. Effective Date.

           This Agreement shall be deemed effective as of April 30, 2002.

        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 agreement to, and LPC and LRG acknowledge
that Lender may decline to, grant any other or further



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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-
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        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:    Warren Delano
                                                      -------------------------
                                               Name:  Warren Delano
                                                      -------------------------
                                               Title: President
                                                      -------------------------





                                               LEXINGTON RUBBER GROUP, INC.



                                               By:    Warren Delano
                                                      -------------------------
                                               Name:  Warren Delano
                                                      -------------------------
                                               Title: President
                                                      -------------------------




                                               BANK ONE, NA



                                               By:    Randy Abrams
                                                      -------------------------
                                               Name:  Randy Abrams
                                                      -------------------------
                                               Title: Assistant Vice President
                                                      -------------------------


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