EX-10.3



 





Exhibit 10-3




FIRST SUPPLEMENTAL INDENTURE




between




LEXINGTON PRECISION CORPORATION




and




WILMINGTON TRUST COMPANY, as Trustee




 






Dated as of May 25, 2007




 






 









 





     FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 25, 2007,
between LEXINGTON PRECISION CORPORATION, a Delaware corporation (the “Company”), and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as trustee (the “Trustee”).



W I T N E S S E T H :




     WHEREAS, the Company and the Trustee have executed and delivered heretofore an Indenture,
dated as of December 18, 2003 (the “Original Indenture” and, together with and after giving effect
to this First Supplemental Indenture, the “Indenture”);



     WHEREAS, capitalized terms used in this First Supplemental Indenture that are not defined
herein but are defined in the Original Indenture shall have the meaning ascribed to them in the
Original Indenture;



     WHEREAS, pursuant to the Original Indenture, the Company has issued its 12% Senior
Subordinated Notes due August 1, 2009;



     WHEREAS, the Company is in default with respect to the payment of interest under the
Securities;



     WHEREAS, consent of the Holders of at least a majority in principal amount of the outstanding
Securities having been received by the Company, the parties desire to supplement the Indenture as
set forth herein; and



     NOW THEREFORE, for and in consideration of the premises, it is mutually covenanted and agreed,
for the equal and ratable benefit of all Holders of the Securities as follows:



     SECTION 1.      DEFINITIONS



     Article One of the Original Indenture is hereby amended to add the following definitions in
appropriate alphabetical order:



     “Forbearance Agreement” means that certain Forbearance Agreement, dated as of May 25, 2007, by
and among the Company and the Holders listed on the signature pages thereto.



     “Refinancing” means a refinancing of the Indebtedness of the Company and LRGI, pursuant to a
transaction contemplated in the Forbearance Agreement.



     “Restructuring Sale” means (i) a sale, whether by merger, consolidation, reorganization, stock
sale, binding share exchange or sale of all or substantially all of the assets of the Company, or
LRGI, pursuant to a transaction contemplated in the Forbearance Agreement, or (ii) a Change of
Control, pursuant to a transaction contemplated in the Forbearance Agreement.



 









 





     SECTION 2. OTHER DEFINITIONS.



     Section 1.02 of the Original Indenture is hereby amended to add the following definition in
the appropriate alphabetical location:



	 	 	 
	Term

	 	Defined in Section
	“Restructuring or Refinancing Redemption

	 	4.13”






     SECTION 3.      REDEMPTION.



     (a) Section 3.01. The last sentence of Section 3.01 of the Original Indenture is hereby
amended to read in its entirety as follows:




“The Company shall give such notice and Officer’s Certificate provided for in this
Section at least 45 days, but not more than 60 days before the redemption date;
provided, however, that upon a Restructuring or Refinancing Redemption the Company
shall give such notice and Officer’s Certificate provided for in this Section at
least two (2) Business Days before the applicable redemption date.”



     (b) Section 3.03. The first sentence of Section 3.03 of the Original Indenture is hereby
amended to read in its entirety as follows:




“At least 30 days, but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his address as it appears on the registration books of
the Registrar, provided, however, that upon a Restructuring or Refinancing
Redemption, the Company shall mail such notice of redemption at least one (1)
Business Day before the applicable redemption date and shall also, in accordance
with its obligations under Regulation FD under the Exchange Act, issue a press
release describing the proposed transactions pursuant to such notice, and shall file
a Current Report on Form 8-K under the Exchange Act, attaching such press release.”



     SECTION 4.      RESTRUCTURING SALE OR REFINANCING.



     A new Section 4.13 is hereby added after Section 4.12 of the Original Indenture, to read in
its entirety as follows:




     “SECTION 4.13. Restructuring Sale or Refinancing.




     The Company shall redeem all outstanding Securities, pursuant to Section 5 of
the Securities, within three (3) Business Days of the closing of a Restructuring
Sale or Refinancing (a “Restructuring or Refinancing Redemption”).”



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     SECTION 5.      DEFAULT INTEREST



     Notwithstanding any provision of the Original Indenture or the Securities to the contrary, the
Company shall pay interest on the outstanding Securities at the rate of 16% per annum from and
after March 9, 2007 to the earlier of (i) the date of redemption of the Securities pursuant to a
Restructuring or Refinancing Redemption, or (ii) the filing of a voluntary or an involuntary
petition by or against the Company or any of its subsidiaries under Title 11 of the U.S. Code or
commencement of any similar proceeding under state law.



     SECTION 6.      CONFIRMATION OF INDENTURE.



     Except as expressly supplemented hereby, the Original Indenture shall continue in full force
and effect in accordance with the provisions thereof, and the Indenture is in all respects hereby
ratified and confirmed. This First Supplemental Indenture and all its provisions shall be deemed a
part of the Indenture in the manner and to the extent herein and therein provided.



     SECTION 7.      GOVERNING LAW.



     This Fifth Supplemental Indenture shall be governed by the laws of New York without reference
to its principles of conflicts of laws.



     SECTION 8.      DUPLICATE ORIGINALS.



     The parties may sign any number of copies of this First Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, and their respective corporate seals to be hereto affixed and attested, all as of
the date of execution.



SIGNATURES




	 	 	 	 	 	 	 
	 	 	LEXINGTON PRECISION CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Warren Delano
 

Warren Delano
	 	 
	 

	 	Title:
	 	President	 	 






	 	 	 	 	 
	Attest:

	 	/s/ Michael A. Lubin
	 	(Seal)
	 

	 	 	 	 





Dated: May 25, 2007




 









 





	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph B. Feil
 

	 	 
	 

	 	Name:
	 	Joseph B. Feil	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






	 	 	 	 	 
	Attest:

	 	/s/ I. A. Lennon
	 	(Seal)
	 

	 	 	 	 





Dated: May 25, 2007