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 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 August 1, 2000, any Default or
Event of Default under any of the Loan Documents 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 The foregoing waivers shall be automatically rescinded, without notice to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 there