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 deliv
