LEXINGTON PRECISION CORP
EXHIBIT 10-6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>l84505aex10-6.txt
<DESCRIPTION>EXHIBIT 10-6
<TEXT>

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                                                                    Exhibit 10-6








                                    AGREEMENT

         This Agreement dated as of October 31, 2000 (the "Agreement"), between
Lexington Precision Corporation, a Delaware corporation (the "LPC"), and The CIT
Group/Equipment Financing, Inc. ("Lender").

         WHEREAS, Lender and LPC have entered into a certain Loan and Security
Agreement dated as of March 19, 1997, including Rider A thereto, as amended, and
certain supplements, documents, instruments, and agreements in connection
therewith and LPC has 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 February 1, 2001, 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 February 1, 2000, May 1, 2000, August 1, 2000, or November 1,
2000, in respect of (a) LPC's 14% Junior Subordinated Notes due November 1,
2000, (b) LPC's Junior Subordinated Convertible Increasing Rate Notes due May 1,
2000, and/or (c) LPC's 12 3/4% Senior Subordinated Notes due February 1, 2000
(the indebtedness referred to in clauses (a), (b) and (c) is referred to herein
as the "Other Indebtedness").

         2. RESCISSION OF WAIVERS. The foregoing waivers shall be automatically
rescinded, without notice to LPC, in the event that the holder of any Other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
thereto.

         3. EFFECTIVE DATE.

            This Agreement shall be deemed effective as of October31, 2000.

         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 and LPC 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 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 acknowledges that Lender may decline to,
grant any other or further waivers with respect to the subject




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matter hereof or any other matters regardless of whether or not there occurs any
change in facts or circumstances relating to LPC.

         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.














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            IN WITNESS WHEREOF, LPC and Lender have caused this Agreement to be
duly executed and delivered as of the date first written above.

                                     LEXINGTON PRECISION CORPORATION



                                     By:       Michael A. Lubin
                                        --------------------------------
                                     Name:     Michael A. Lubin
                                          ------------------------------
                                     Title:    Chairman of the Board
                                           -----------------------------




                                     THE CIT GROUP/EQUIPMENT FINANCING, INC.



                                     By:       Anthony Joseph
                                        ---------------------------------
                                     Name:     Anthony Joseph
                                          -------------------------------
                                     Title:    Vice President
                                           ------------------------------









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