LEXINGTON PRECISION CORP
EXHIBIT 10.146
<DOCUMENT>
<TYPE>EX-10.146
<SEQUENCE>11
<FILENAME>l87107aex10-146.txt
<DESCRIPTION>EXHIBIT 10.146
<TEXT>

<PAGE>   1
                                                                  Exhibit 10.146


                           SEVENTH AMENDMENT AGREEMENT

         SEVENTH AMENDMENT AGREEMENT dated as of January 31, 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;


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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; 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) (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 April 30, 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 April 30,
         2001; and

            (iii) Any payment which is required to be made on a Saturday, Sunday
         or legal holiday shall be payable on the next succeeding day which 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 A SEVENTH AMENDMENT AGREEMENT
                    DATED AS OF JANUARY 31, 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 Seventh 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
Seventh Amendment Agreement. In connection therewith, LRGI shall cause Lexington
Precision Corporation to execute and deliver to Pennell a consent in the form of
EXHIBIT A hereto (the "Consent").



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         3. MORTGAGE. For purposes of notifying persons of the amendment of the
Note pursuant to this Seventh Amendment Agreement and the effect thereof upon
the Mortgage, it is intended that this Seventh 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 Seventh Amendment Agreement; (b) this Seventh 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 Seventh Amendment Agreement have been duly authorized by all requisite
corporate action of LRGI; and (d) the execution and delivery by LRGI of this
Seventh 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) (a) This Seventh 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 Seventh Amendment Agreement and all related
documents.

            (d) This Seventh 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.



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<PAGE>   4

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


<TABLE>

<S>                                                          <C>
IN THE PRESENCE OF:                                          LEXINGTON RUBBER GROUP, INC.             (SEAL)


Kelly Young                                                  By:  Warren Delano
--------------------------------------------------                ------------------------------------------
Witness (as to Lexington Rubber Group, Inc.)                      Warren Delano
                                                                  President
Michael A. Lubin
--------------------------------------------------
Witness (as to Lexington Rubber Group, Inc.)

Mark D. Myhal                                                Paul H. Pennell                                        (SEAL)
--------------------------------------------------           -----------------------------------------------
Witness (As to Paul H. Pennell)                              Paul H. Pennell

Phyllis Pennell
--------------------------------------------------
Witness (as to Paul H. Pennell)
</TABLE>








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