This Agreement dated as of April 30, 2000 (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 Congress Financial Corporation ("Congress").
WHEREAS, Congress and each of the Borrowers have entered into an Accounts Financing Agreement [Security
Agreement] dated as of January 11, 1990, as amended, and all supplements thereto and related financing and
security agreements (all of the foregoing, as the same have been or may be amended, replaced, extended,
modified, or supplemented, are referred to as the "Financing Agreements").
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, Congress hereby waives, until August 1, 2000, any Event of
Default resulting solely from the failure of the LPC to pay any principal or interest due on February 1, 2000, or
May 1, 2000, in respect of (a) LPC's 14% Junior Subordinated Notes due May 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 The foregoing waivers shall be automatically rescinded, without notice to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 or LRG, 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 April 30, 2000.