FIRST AMENDMENT TO FORBEARANCE AGREEMENT
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/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | President | |||
Name of Holder:
|
Xxxxxxxxx High Yield Trading, LLC | |||
Address:
|
The Metro Center Xxx Xxxxxxx Xxxxx, Xxxxx Xxxxx |
|||
| Xxxxxxxx, XX 00000 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $12,690,000
due August 1, 2009 Beneficially Owned: $12,690,000
XXXXXXXXX HIGH YIELD TRADING, LLC
By:
|
/s/ Xxxxxx X. Xxxxx
Title: Chief Financial Officer |
Name of Holder:
|
Xxxxxxx Xxxxxx Growth Fund, L.P. | |||
Address:
|
000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $1,621,000
due August 1, 2009 Beneficially Owned: $1,621,000
XXXXXXX XXXXXX GROWTH FUND, L.P.
By:
|
XXXXXXX XXXXXX ASSOCIATES LLC, a Delaware limited liability company, its General Partner |
By:
|
/s/ Xxxxxxxx X. Xxxxx CFA
Title: Principal |
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Name of Holder:
|
Xxxxxxx Xxxxxx International Limited | |||
Address:
|
000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 |
Amount of 12% Senior Subordinated Notes
due August 1, 2009 Beneficially Owned: $2,856,000
due August 1, 2009 Beneficially Owned: $2,856,000
XXXXXXX XXXXXX INTERNATIONAL LIMITED
By:
|
XXXXXXX XXXXXX LLC, a Delaware limited liability company, its Investment Manager | |||
By:
|
/s/ Xxxxxxxx X. Xxxxx CFA
Title: Principal |
Name of Holder:
|
First Trust Strategic High Income Fund | |||
Address:
|
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 |
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:
|
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 |
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 |
|||
| 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
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/ X. X. Xxxx
Title: Managing Director |
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Name of Holder:
|
Cape Fund II, LP | |||
Address:
|
One Georgia Center, Suite 1560 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
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/ X. X. Xxxx
Title: Managing Director |
Name of Holder:
|
Hedgehog Capital LLC | |||
Address:
|
0000 X. Xxxxxx Xxx., #000 Xxxxxxxxx, XX 00000 |
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/ Xxxxxx Xxxxx
Title: |
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Name of Holder:
|
Sandler Capital Structure Opportunities Master Fund, Ltd | |||
Address:
|
000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
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/ Xxxxx Xxxxxxxx
Title: President |
Name of Holder:
|
Permal Capital Structure Opportunities, Ltd. | |||
Address:
|
000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
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/ Xxxxx Xxxxxxxx
Title: President |
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