Three Months Ended
EX-10.2 3 l28832aexv10w2.htm EX-10.2 EX-10.2
Exhibit 10-2
FIRST AMENDMENT TO FORBEARANCE AGREEMENT
This FIRST AMENDMENT to the Forbearance Agreement (as defined below), dated September 24, 2007 (the First Amendment) is entered into by and among LEXINGTON PRECISION CORPORATION, a Delaware corporation (Lexington), and each of the undersigned holders (collectively, Holders and each, a Holder) of 12% Senior Subordinated Notes due August 1, 2009 (the Notes) issued by Lexington pursuant to the Indenture dated as of December 18, 2003, as supplemented by the First Supplemental Indenture dated as of May 25, 2007, between Lexington and Wilmington Trust Company, as Trustee (the Indenture).
WITNESSETH:
WHEREAS, Lexington and the Holders are engaged in good faith negotiations with the objective of reaching an agreement with regard to a corporate and financial restructuring of Lexington and its subsidiaries, including indebtedness held by the Holders;
WHEREAS, Lexington has failed to make the November 1, 2006, the February 1, 2007, the May 1, 2007, and the August 1, 2007, and will fail to make the November 1, 2007 interest payments (the Interest Payments) due under the Indenture;
WHEREAS, the Holders and Lexington are party to that certain Forbearance Agreement dated as of May 25, 2007 (the Forbearance Agreement); and
WHEREAS, Lexington has requested, and the Holders have agreed, to extend the forbearance period under the Forbearance Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements as set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lexington and each Holder hereby agree as follows:
1. Section 2(b) of the Forbearance Agreement is deleted in its entirely and replaced with the following:
The period of forbearance (the Forbearance Period) shall commence on May 25, 2007 and end on January 24, 2008, subject to earlier termination pursuant to the terms of Section 2(c) hereof.
2. Except as herein amended, all terms and conditions of the Forbearance Agreement are hereby reaffirmed and shall remain in full force and effect as originally written and shall be construed as one document with this First Amendment.
3. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same First Amendment. This First Amendment may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.
IN WITNESS WHEREOF, each of the parties hereto has caused this First Amendment to be executed and delivered by its duly authorized officer as of the date first above written.
LEXINGTON PRECISION CORPORATION | ||||
By: | /s/ Warren Delano | |||
Name: | Warren Delano | |||
Title: | President | |||
Name of Holder: | Jefferies High Yield Trading, LLC | |||
Address: | The Metro Center One Station Place, Three North | |||
Stamford, CT 06902 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $12,690,000
due August 1, 2009 Beneficially Owned: $12,690,000
JEFFERIES HIGH YIELD TRADING, LLC
By: | /s/ Robert J. Welch Title: Chief Financial Officer |
Name of Holder: | Wilfrid Aubrey Growth Fund, L.P. | |||
Address: | 100 William Street, Suite 1850 New York, NY 10038 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $1,621,000
due August 1, 2009 Beneficially Owned: $1,621,000
WILFRID AUBREY GROWTH FUND, L.P.
By: | WILFRID AUBREY ASSOCIATES LLC, a Delaware limited liability company, its General Partner |
By: | /s/ Nicholas W. Walsh CFA Title: Principal |
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Name of Holder: | Wilfrid Aubrey International Limited | |||
Address: | 100 William Street, Suite 1850 New York, NY 10038 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $2,856,000
due August 1, 2009 Beneficially Owned: $2,856,000
WILFRID AUBREY INTERNATIONAL LIMITED
By: | WILFRID AUBREY LLC, a Delaware limited liability company, its Investment Manager | |||
By: | /s/ Nicholas W. Walsh CFA Title: Principal |
Name of Holder: | First Trust Strategic High Income Fund | |||
Address: | 2527 Nelson Miller Parkway, Suite 207 Louisville, KY 40223 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $1,500,000
due August 1, 2009 Beneficially Owned: $1,500,000
FIRST TRUST STRATEGIC HIGH INCOME FUND
By: | VALHALLA CAPITAL PARTNERS LLC, its Sub-Advisor | |||
By: | /s/ Rip Mecherle Title: Managing Partner |
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Name of Holder: | First Trust Strategic High Income Fund II | |||
Address: | 2527 Nelson Miller Parkway, Suite 207 Louisville, KY 40223 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $1,500,000
due August 1, 2009 Beneficially Owned: $1,500,000
FIRST TRUST STRATEGIC HIGH INCOME FUND II
By: | VALHALLA CAPITAL PARTNERS LLC, its Sub-Advisor | |||
By: | /s/ Rip Mecherle Title: Managing Partner |
Name of Holder: | Cape Fund, LP | |||
Address: | One Georgia Center, Suite 1560 | |||
600 West Peachtree Street Atlanta, GA 30308 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $1,325,000
due August 1, 2009 Beneficially Owned: $1,325,000
CAPE FUND, LP
By: | CAPE INVESTMENTS, LLC, its General Partner | |||
By: | /s/ J. T. King Title: Managing Director |
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Name of Holder: | Cape Fund II, LP | |||
Address: | One Georgia Center, Suite 1560 600 West Peachtree Street Atlanta, GA 30308 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $675,000
due August 1, 2009 Beneficially Owned: $675,000
CAPE FUND II, LP
By: | CAPE INVESTMENTS, LLC, its General Partner | |||
By: | /s/ J. T. King Title: Managing Director |
Name of Holder: | Hedgehog Capital LLC | |||
Address: | 1117 E. Putnam Ave., #320 Riverside, CT 06878 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $1,761,000
due August 1, 2009 Beneficially Owned: $1,761,000
HEDGEHOG CAPITAL LLC
By: | /s/ Robert Chung Title: |
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Name of Holder: | Sandler Capital Structure Opportunities Master Fund, Ltd | |||
Address: | 711 Fifth Avenue, 15th Floor New York, NY 10022 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $1,271,000
due August 1, 2009 Beneficially Owned: $1,271,000
SANDLER CAPITAL STRUCTURE OPPORTUNITIES MASTER FUND, LTD
By: | SANDLER CAPITAL MANAGEMENT, its Investment Manager | |||
By: SERF CORP, a general partner | ||||
By: | /s/ Moira Mitchell Title: President |
Name of Holder: | Permal Capital Structure Opportunities, Ltd. | |||
Address: | 711 Fifth Avenue, 15th Floor New York, NY 10022 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $229,000
due August 1, 2009 Beneficially Owned: $229,000
PERMAL CAPITAL STRUCTURE OPPORTUNITIES, LTD.
By: | SANDLER CAPITAL MANAGEMENT, its Investment Manager | |||
By: SERF CORP, a general partner | ||||
By: | /s/ Moira Mitchell Title: President |
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