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
JEFFERIES HIGH YIELD TRADING, LLC
         
By:
  /s/ Robert J. Welch
 
Name: 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
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
 
Name: Nicholas W. Walsh CFA
Title: Principal
   

2


 

         
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
WILFRID AUBREY INTERNATIONAL LIMITED
         
By:
  WILFRID AUBREY LLC, a Delaware limited liability company, its Investment Manager    
 
       
By:
  /s/ Nicholas W. Walsh CFA
 
Name:   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
FIRST TRUST STRATEGIC HIGH INCOME FUND
         
By:
  VALHALLA CAPITAL PARTNERS LLC, its Sub-Advisor    
 
       
By:
  /s/ Rip Mecherle
 
Name:   Rip Mecherle
Title:     Managing Partner
   

3


 

         
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
FIRST TRUST STRATEGIC HIGH INCOME FUND II
         
By:
  VALHALLA CAPITAL PARTNERS LLC, its Sub-Advisor    
 
       
By:
  /s/ Rip Mecherle
 
Name:   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
CAPE FUND, LP
         
By:
  CAPE INVESTMENTS, LLC, its General Partner    
 
       
By:
  /s/ J. T. King
 
Name:    J. T. King
Title:     Managing Director
   

4


 

         
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
CAPE FUND II, LP
         
By:
  CAPE INVESTMENTS, LLC, its General Partner    
 
       
By:
  /s/ J. T. King
 
Name:  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
HEDGEHOG CAPITAL LLC
         
By:
  /s/ Robert Chung
 
Name: Robert Chung
Title:
   

5


 

         
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
SANDLER CAPITAL STRUCTURE OPPORTUNITIES MASTER FUND, LTD
         
By:
  SANDLER CAPITAL MANAGEMENT, its Investment Manager    
 
       
 
  By: SERF CORP, a general partner    
 
       
By:
  /s/ Moira Mitchell
 
Name:   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
PERMAL CAPITAL STRUCTURE OPPORTUNITIES, LTD.
         
By:
  SANDLER CAPITAL MANAGEMENT, its Investment Manager    
 
       
 
  By: SERF CORP, a general partner    
 
       
By:
  /s/ Moira Mitchell
 
Name: Moira Mitchell
Title: President
   

6