Exhibit 10.02


FORBEARANCE AGREEMENT


This Forbearance
Agreement (the “Agreement”) is made, and is effective, as of July 16,
2007, by and among The Wornick Company (the “Company”), Right Away
Management Corporation, The Wornick Company Right Away Division and The Wornick
Company Right Away Division L.P. (each a “Subsidiary,” and collectively,
the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured
Notes due 2011 (the “Notes”) that were issued pursuant to that certain
Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or
amended and restated from time to time, the “Indenture”), that are
signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,”
and together with the Company, the “Parties”) and U.S. Bank National
Association, as indenture trustee (the “Indenture Trustee”) under the
Indenture, solely with respect to Sections 3(b)(i) and 14 hereof.


RECITALS


WHEREAS, the
Noteholders collectively hold not less than $100 million in aggregate principal
amount of the Notes, representing not less than 80% of the aggregate principal
amount of the Notes that are outstanding;


WHEREAS, each of the
Noteholders (other than DDJ Total Return Loan Fund, L.P.; B IV Capital
Partners, L.P.; DDJ High Yield Fund; GMAM Investment Funds Trust II, for the
account of the Promark Alternative High Yield Bond Fund (Account No. 7M2E);
GMAM Investment Funds Trust; General Motors Welfare Benefit Trust (VEBA); GMAM
Investment Funds Trust II for the account of the Promark













Alternative High Yield
Bond Fund (Account No. 7MWD); DDJ Capital Management Group Trust; Stichting
Pensioenfonds Hoogovens; The October Fund, Limited Partnership; DDJ/Ontario
Credit Opportunities Fund, L.P.; and Multi-Style, Multi-Manager Funds PLC The
Global High Yield Fund (collectively, “DDJ”)), is a member of the
unofficial group of holders of the Notes (the “Noteholder Group”), which
collectively holds a majority in principal amount of the Notes;


WHEREAS, the
Company, the Subsidiaries and DDJ Total Return Loan Fund, L.P. (as assignee of
Texas State Bank; in such capacity, “Lender”) are parties to that
certain Loan Agreement, dated as of June 30, 2004 (as amended by the First
Amendment dated as of March 16, 2007, and as further amended, modified,
supplemented or amended and restated from time to time, the “Loan Agreement”);


WHEREAS, (a) the
obligations of the Company and the Subsidiaries evidenced by the Notes and the
Guarantees (as defined in the Indenture) and (b) the obligations of the Company
and the Subsidiaries to Lender pursuant to the Loan Agreement and the other
Loan Documents (as defined in the Loan Agreement), are secured by a security
interest in and continuing lien on substantially all of the assets of the
Company and the Subsidiaries (the “Collateral”);


WHEREAS, Lender’s
and the Indenture Trustee’s rights with respect to the priority and enforcement
of their security interests in the Collateral are governed by that certain
Intercreditor Agreement, dated as of June 30, 2004, between the Indenture



 2
 









Trustee and the Texas
State Bank (as amended, modified, supplemented or amended and restated from
time to time, the “Intercreditor Agreement”);


WHEREAS, as
of the date hereof, the Events of Default referred to herein as the “Specified
Existing Defaults,” all of which are specified on schedule A
attached hereto, have occurred and are continuing;


WHEREAS, the Company
anticipates that during the Forbearance Period (as defined below), certain
additional Defaults and Events of Default will occur and continue, referred to
herein as the “Anticipated Defaults,” all of which are specified on
schedule A attached hereto;


WHEREAS, the Company and
the Subsidiaries have advised the Noteholders that the Company, the
Subsidiaries and Lender will, simultaneously with the execution of this
Agreement, enter into a separate forbearance agreement, pursuant to which
Lender shall agree to forbear from exercising the rights and remedies available
to Lender under the Loan Agreement and the other Loan Documents (as defined in
the Loan Agreement), all on the terms and conditions set forth in such separate
forbearance agreement (as such agreement may be amended, modified, supplemented
or amended and restated from time to time, the “DDJ Forbearance Agreement”);


WHEREAS, at the
Company’s request, the Noteholders have agreed to forbear from exercising, and
to instruct the Indenture Trustee not to exercise, those of the rights and
remedies available under the Indenture, the Intercreditor Agreement, the
Collateral Agreements and/or applicable law that have or may have arisen, or
may



 3
 









hereafter arise, due to
the occurrence and continuance of the Specified Existing Defaults or the
Anticipated Defaults, on the terms and conditions set forth herein; and


WHEREAS, capitalized
terms used and not defined herein shall have the meanings ascribed to them in
the Indenture.


NOW THEREFORE, in
consideration of the premises and the respective covenants and agreements set
forth in this Agreement, the Parties, each intending to be legally bound, agree
as follows:


1.             Forbearance.


(a)           Effective
as of the Forbearance Effective Date (as defined below), the Noteholders agree
that, until the expiration of the Forbearance Period (as defined below), they
will forbear from exercising, and shall direct the Indenture Trustee,  and by signature hereto so direct the
Indenture Trustee pursuant to Section 6.5 of the Indenture, not to exercise,
any rights and remedies against the Company or the Subsidiaries that are
available under the Indenture, the Intercreditor Agreement, the Collateral Agreements
and/or applicable law solely with respect to the Specified Existing Defaults
and any Anticipated Defaults (excluding, however, the Noteholders’ right to
charge default interest on the Notes (including on all unpaid interest on the
Notes to the extent provided under the Indenture) during the Forbearance
Period); provided, however, that nothing herein shall restrict,
impair or otherwise affect the exercise of the Noteholders’ rights under this
Agreement, and provided  further that no such forbearance



 4
 









shall constitute a waiver with respect to any such Specified Existing
Defaults, Anticipated Defaults or any other Events of Default under the
Indenture.


(b)           As
used herein, the term “Forbearance Period” shall mean the period
beginning on the date hereof and ending upon the occurrence of a Termination
Event.  As used herein, “Termination
Event” shall mean the earlier to occur of (i) August 15, 2007; and (ii) two
business days after the delivery by the Noteholder Group to the Company and
Lender of a written notice terminating the Forbearance Period (the “Termination
Notice”), which notice may be delivered at any time upon or after the
occurrence of any Forbearance Default (as defined below); provided, however,
that notwithstanding the foregoing, (x) this Agreement shall immediately
terminate two (2) business days after the occurrence of a Forbearance Default
under subsection (D) below without the need for delivery of the Termination
Notice or any other notice, and (y) this Agreement shall immediately terminate upon
the occurrence of a Forbearance Default under subsection (J) below, without the
need for delivery of the Termination Notice or any other notice.  As used herein, the term “Forbearance
Default” shall mean: (A) the failure of the Company to provide the Noteholder
Group and its financial advisors with reasonable access, as determined by the
Noteholder Group in its reasonable discretion, to its Chief Executive Officer,
other senior executives and outside advisors, including representatives of
Kroll Zolfo Cooper that are working with the Company, and to provide the
Noteholder Group and its legal and financial advisors with any and all due
diligence information they may reasonably request, including, without
limitation, the Company’s current 13-week cash flow schedule, and all updates
thereto as soon as reasonably practicable after they are prepared, but in no
event no later than two (2) business days



 5
 









thereafter; (B) the failure of the Company to
engage in good faith negotiations with the Noteholder Group regarding a
potential restructuring transaction, which determination shall be made by the
Noteholder Group in its reasonable discretion; (C) the failure of the Company
to promptly notify the Noteholder Group of the occurrence of a Forbearance
Default (as defined in the DDJ Forbearance Agreement) under the DDJ Forbearance
Agreement or any amendment or modification to the DDJ Forbearance Agreement;
(D) termination of  the DDJ
Forbearance Agreement; (E) the execution of any amendment or modification to
the DDJ Forbearance Agreement, which amendment or modification has a material
adverse effect on the Noteholder Group as determined by the Noteholder Group in
its reasonable discretion; (F) termination by the Company of the Chanin
Engagement Letter (as defined below) or the failure of the Company to pay
Chanin’s fees, expenses and indemnity in accordance with the terms of the
Chanin Engagement Letter (as defined below); (G) the occurrence of any Event of
Default that is neither a Specified Existing Default, nor an Anticipated
Default; (H) the failure of the Company to comply with any term,
condition, covenant or agreement set forth in this Agreement; (I) the
failure of any representation or warranty made by the Company under this
Agreement to be true and correct in all material respects as of the date when
made; (J) the commencement by or against the Company or any of the
Subsidiaries of a case under title 11 of the United States Code; or (K)
the commencement of any action or proceeding by any creditor of the Company or
any of the Subsidiaries seeking to attach or take similar action against the
assets of the Company or the Subsidiaries.


(c)           Upon
the occurrence of a Termination Event, the agreement of the Noteholders
hereunder to forbear, and to direct the Indenture Trustee to



 6
 









forbear, from exercising rights and remedies in respect of the
Specified Existing Defaults and any Anticipated Defaults, shall immediately
terminate without the requirement of any demand, presentment, protest, or
notice of any kind (other than, where required, the Termination Notice), all of
which the Company and the Subsidiaries hereby waive.  The Company and the Subsidiaries agree that,
upon the occurrence of, and at any time after, the occurrence of a Termination
Event, the Noteholders or the Indenture Trustee, as applicable, may proceed,
subject to the terms of the Indenture, the Intercreditor Agreement, the
Collateral Agreements and/or applicable law, to exercise any or all rights and
remedies under the Indenture, the Intercreditor Agreement, the Collateral
Agreements and/or applicable law, including, without limitation, the rights and
remedies on account of the Specified Existing Defaults, the Anticipated
Defaults and any other Events of Default that may then exist.  Without limiting the generality of the
foregoing, upon the occurrence of a Termination Event, subject to the terms of
the Intercreditor Agreement, the Collateral Agreements and any related
documents, the Noteholders or the Indenture Trustee, as applicable, may, upon
such notice or demand as is specified by the Indenture, the Intercreditor
Agreement, the Collateral Agreements or applicable law (x) collect and/or
commence any legal or other action to collect any or all of the Company’s or
the Subsidiaries’ obligations under the Indenture or the Guarantees
(collectively, the “Obligations”); (y) foreclose or otherwise realize on
any or all of the Collateral, and/or appropriate, setoff or apply to the
payment of any or all of the Obligations, any or all of the Collateral or
proceeds thereof; and (z) take any other enforcement action or otherwise
exercise any or all rights and remedies provided for under the Indenture, the
Intercreditor



 7
 









Agreement, the Collateral Agreements and/or applicable law, all of
which rights and remedies are fully reserved.


(d)           Any
agreement by the Noteholders to extend the Forbearance Period or to enter into
any other forbearance or similar arrangement must be set forth in writing and
signed by all of the Noteholders.  The
Company and the Subsidiaries acknowledge that the Noteholders have made no
assurances whatsoever concerning any possibility of any extension of the
Forbearance Period, any other forbearance or similar arrangement or any other
limitations on the exercise of their rights, remedies and privileges under or
otherwise in connection with the Indenture, the Intercreditor Agreement, the
Collateral Agreements and/or applicable law.


(e)           The
Company and the Subsidiaries acknowledge and agree that any forbearance, waiver
or consent which the Noteholders may make on or after the date hereof has been
made by the Noteholders in reliance upon, and in consideration for, among other
things, the general releases contained in Section 4 hereof and the other
covenants, agreements, representations and warranties of the Company and the
Subsidiaries hereunder.


2.             Effectiveness. 
This Agreement shall become effective on the first date (the “Forbearance
Effective Date”) on which each of the following conditions is satisfied and
evidence of its satisfaction has been delivered to counsel to the Noteholder
Group:


(a)           execution
and delivery by the Company and the Subsidiaries of the DDJ Forbearance
Agreement having a Forbearance Period that (subject to earlier termination upon
the occurrence and continuation of a Forbearance



 8
 









Default as defined therein) is through and including a date that is no
earlier than August 13,
2007, and is otherwise reasonably satisfactory in form and substance to
the Noteholder Group;


(b)           execution
and delivery by the Company of that certain letter, dated as of June 25,
2007 (the “Chanin Engagement Letter”), evidencing the Company’s
agreement to the Noteholder Group’s retention of Chanin Capital Partners L.L.C.
(“Chanin”), as its financial advisor, and to the Company’s payment of
Chanin’s fees, expenses and indemnity, as provided therein; and


(c)           execution
and delivery of counterparts of this Agreement by the Noteholders, the
Indenture Trustee, the Company and the Subsidiaries.


3.             Representations, Warranties and Covenants.  


(a)           The
Company and the Subsidiaries represent, warrant and covenant as follows:


(i)            Except for the Specified Existing
Defaults or as otherwise expressly provided herein, the Company is in
compliance with all of the terms and provisions set forth in the Indenture on
its part to be observed or performed, and no other Event of Default has
occurred and is continuing.


(ii)           The execution, delivery and
performance by the Company and the Subsidiaries of this Agreement:


(1)           are within their corporate or limited
partnership powers, as applicable;


(2)           have been duly authorized by all
necessary corporate or limited partnership action, as applicable, including the
consent of the holders of its equity interests where required;


(3)           do not and will not (A) contravene
their certificate of incorporation or by-laws or limited partnership or other
constituent documents, (B) violate any applicable requirement of law or any
order or decree of any governmental



 9
 









authority or
arbitrator applicable to them, (C) conflict with or result in the breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any contractual obligation of the Company or the Subsidiaries,
or (D) result in the creation or imposition of any lien or encumbrance upon any
of the property of the Company or the Subsidiaries; and


(4)           do not
and will not require the consent of, authorization by, approval of, notice to,
or filing or registration with, any governmental authority or any other entity,
other than those which prior to the Forbearance Effective Date will have been
obtained or made and copies of which prior to the Forbearance Effective Date
will have been delivered to counsel to the Noteholder Group and DDJ and each of
which on the Forbearance Effective Date will be in full force and effect.


(iii)           The Company and the Subsidiaries
shall not make any payments either directly, or indirectly through TWC Holding
LLC, to The Veritas Capital Fund II, L.P. and its general partner, Veritas
Capital Management II, L.L.C.


(iv)          Within five (5)
business days after the Forbearance Effective Date, the Company shall file this
Agreement and the DDJ Forbearance Agreement with the United States Securities
and Exchange Commission as an exhibit to a filing by the Company on Form 8-K
pursuant to the Securities and Exchange Act of 1934, as amended, which 8-K
filing and any accompanying press release shall be in form and substance
reasonably satisfactory to the Noteholders.


(v)           The Company and the
Subsidiaries shall immediately notify the Noteholders and the Indenture Trustee
upon its or their becoming aware of an Event of Default under the Indenture or
an Event of Default (as defined in the Loan Agreement) under the Loan Agreement
that is not a Specified Default (as defined in the DDJ Forbearance Agreement),
or an Anticipated Default.


(b)           The
Indenture Trustee represents as follows:


(i)            Based solely on the representations
provided by counsel to the Noteholder Group and DDJ, the Indenture Trustee
represents that, as of the date hereof, the Noteholders, in the aggregate, hold
not less than $100 million in principal amount of the Notes, representing not
less than 80% of the aggregate principal amount of the Notes outstanding.


 



 10















 


(c)           The representations and warranties
set forth in this Section 3 shall survive the execution and delivery of
this Agreement and the Forbearance Effective Date.


4.             General
Release.  In consideration of, among
other things, the Noteholders’ execution and delivery of this Agreement, the
Company and the Subsidiaries, on behalf of themselves and their successors and
assigns (collectively, the “Releasors”), hereby forever agree and
covenant not to sue or prosecute against the Releasees (as defined below) and hereby
forever waive, release and discharge to the fullest extent permitted by law,
each Releasee from, any and all claims (including, without limitation,
crossclaims, counterclaims, rights of set-off and recoupment), actions, causes
of action, suits, debts, accounts, interests, liens, promises, warranties,
damages and consequential and punitive damages, demands, agreements, bonds,
bills, specialties, covenants, controversies, variances, trespasses, judgments,
executions, costs, expenses or claims whatsoever (collectively, the “Claims”),
that such Releasor now has or hereafter may have, of whatsoever nature and
kind, whether known or unknown, whether now existing or hereafter arising,
whether arising at law or in equity, against the Noteholders in any capacity
and their affiliates, shareholders and “controlling persons” (within the
meaning of the federal securities law), and their respective successors and
assigns and each and all of the officers, directors, employees, agents,
attorneys, advisors, auditors, consultants and other representative of each of
the foregoing (collectively, the “Releasees”), based in whole or in part
on facts whether or not now known, existing on or before the Forbearance
Effective Date, that relate to, arise out of otherwise are in connection with
(i) any aspect of the business, operations, assets, properties, affairs or


 



 11
 









 


any other aspect of the Company or the Subsidiaries; (ii) any aspect of
the dealings or relationships between or among the Company and the
Subsidiaries, on the one hand, and the Noteholders, on the other hand, or (iii)
the Indenture or any transactions contemplated thereby or any acts or omissions
in connection therewith, provided, however, that the foregoing
shall not release the Noteholders from their express obligations under this
Agreement, the Indenture, the Intercreditor Agreement and the Collateral
Agreements.  In entering into this
Agreement, the Company and the Subsidiaries consulted with, and have been
represented by, legal counsel and expressly disclaim any reliance on any
representations, acts or omissions by any of the Releasees and the Company and
the Subsidiaries hereby agree and acknowledge that the validity and
effectiveness of the releases set forth herein do not depend in any way on any
such representations, acts and/or omissions or the accuracy, completeness or
validity hereof.  The provisions of this
Section 4 shall survive the expiration of the Forbearance Period and the
termination of this Agreement and payment in full of the Obligations.


5.             Ratification
of Liability.  The Company and the
Subsidiaries each hereby ratifies and reaffirms all of its Obligations  and its grant of liens on or security
interests in its properties pursuant to the Collateral Agreements to which it
is party as security for the Obligations, and confirms and agrees that such
liens and security interests hereafter secure all the Obligations.


6.             Complete
Integration; Amendments.  This
Agreement constitutes the full and final agreement between the Parties with
respect to the subject matter hereof, and it may not be modified or amended
except by a written instrument, signed by each of the Parties, expressing such
amendment or modification.  The Parties
warrant, promise


 



 12
 









 


and represent that in executing this Agreement, each Party is not
relying upon any oral representation, promise or statement made by any other
Party hereto and that each Party is not relying upon any promise, statement or
representation contained in any other written instrument.


7.             No
Other Amendments; Reservation of Rights, No Waiver.  Other than as otherwise expressly provided
herein, this Agreement shall not be deemed to operate as an amendment or waiver
of, or to prejudice, any right, power, privilege or remedy of the Noteholders
or the Indenture Trustee, as applicable, under the Indenture, the Intercreditor
Agreement, the Collateral Agreements or applicable law, nor shall the entering
into this Agreement preclude the Noteholders from refusing to enter into any
further amendments or forbearances with respect to the Indenture.  Other than as expressly provided herein, this
Agreement shall not constitute a forbearance with respect to (i) any failure by
the Company to comply with any covenant or other provision in the Indenture or
(ii) the occurrence or continuance of any present or future Event of Default.


8.             No
Impairment of Lender’s Rights.  The
Noteholder Group, the Company and the Subsidiaries acknowledge and agree that
nothing contained in this Agreement nor the execution of this Agreement by DDJ
shall impair in any way nor shall be deemed to impair in any way any rights of
Lender or any affiliates of Lender arising under or related to the Loan
Agreement, the other Loan Documents (as defined in the Loan Agreement), the DDJ
Forbearance Agreement, the Intercreditor Agreement or otherwise.  All rights of Lender or any affiliate of
Lender arising under or related to the Loan Agreement, the other Loan Documents
(as defined in the Loan Agreement), the


 



 13
 









 


DDJ Forbearance Agreement, the Intercreditor Agreement or otherwise are
expressly reserved.


9.             Counterparts/Facsimile
Transmission.  This Agreement may be
signed in counterparts, each of which, when taken together, shall be deemed an
original.  Execution of this Agreement is
effective if a signature is delivered by facsimile transmission.


10.           Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the Parties hereto and each of their
respective successors, assigns, heirs and personal representatives.


11.           Authority.  Any person signing this Agreement in a
representative capacity (i) represents and warrants that he/she is
authorized to sign this Agreement on behalf of the Party he/she represents and
that his/her signature upon this Agreement will bind the represented Party to
the terms of this Agreement, and (ii) acknowledges that the other Party to
this Agreement has relied upon such representation and warranty.


12.           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to its choice of law provisions.


13.           Remedies.  All Parties hereto agree that irreparable
damage would result from any Party’s breach of this Agreement, and further
agree that a non-breaching Party would have no adequate remedy at law to
redress such breach.  Therefore, the
Parties hereto agree that, in the event of a breach of this Agreement, specific
performance and/or injunctive relief is appropriate to remedy such breach.  Notwithstanding the foregoing, nothing
contained in this Section 13 shall be deemed a waiver by any non-


 



 14
 









 


breaching Party hereto of any other remedies available at law to
redress any other Party’s breach of this Agreement.  Each of the rights and powers provided
pursuant to this Agreement shall be cumulative and in addition to and not in
derogation of the rights and powers otherwise available under applicable law to
the Parties.


14.           Direction
to Indenture Trustee.  The
Noteholders’ agreement to forbear as provided herein shall constitute a
direction from such Noteholders to the Indenture Trustee to similarly forbear
during the Forbearance Period.  In order
to induce the Indenture Trustee to accept such direction, the Company and the
Subsidiaries agree (a) that the Indenture Trustee, as an ex  officio
participant of the Noteholder Group, may receive the copies of all information
and participate in the negotiations referenced in subsections (A) and (B) of
the definition of Forbearance Default in Section 1(b) hereof, and (b) to pay,
in accordance with the terms of the Indenture, the reasonable fees and expenses
of the Indenture Trustee incurred during the Forbearance Period promptly on a
monthly basis.


 



 15














 


IN WITNESS WHEREOF, each
of the Parties hereto has caused this Agreement to be duly executed and
delivered as of the date first above written.


 


	
  

  	
  THE WORNICK COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
  Fax:

  	
  (513) 552-7604

  
					



 


 


	
  

  	
  SUBSIDIARIES

  
	
   

  	
   

  
	
   

  	
  RIGHT AWAY
  MANAGEMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
  Fax:

  	
  (513) 552-7604

  
					



 


 


	
  

  	
  THE WORNICK
  COMPANY RIGHT AWAY

  
	
   

  	
  DIVISION 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
  Fax:

  	
  (513) 552-7604

  
					



 


 


	
  

  	
  THE WORNICK COMPANY RIGHT AWAY

  
	
   

  	
  DIVISION L.P.

  
	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
  Fax:

  	
  (513) 552-7604

  
					



 











 


	
  

  	
  THE NOTEHOLDERS

  
	
   

  	
   

  
	
   

  	
  AIG GLOBAL INVESTMENT CORP.

  
	
   

  	
  as investment adviser and/or subadviser

  
	
   

  	
  for various funds and accounts

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan Petermann

  	
   

  
	
   

  	
  Name:

  	
  Bryan Petermann

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QUADRANGLE DEBT RECOVERY ADVISORS LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Herenstein

  	
   

  
	
   

  	
  Name:

  	
  Andrew Herenstein

  
	
   

  	
  Title:

  	
  Managing Principal

  
	
   

  	
  Fax:

  	
  (866) 741-2505

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CSAM Funding I

  
	
   

  	
  CSAM Funding II

  
	
   

  	
  CSAM Funding III

  
	
   

  	
  CSAM Funding IV

  
	
   

  	
  Atrium CDO

  
	
   

  	
  Atrium II

  
	
   

  	
  Atrium III

  
	
   

  	
  Atrium IV

  
	
   

  	
  Castle Garden Funding

  
	
   

  	
  Credit Suisse Syndicated Loan Fund

  
	
   

  	
  Madison Park Funding I, Ltd.

  
	
   

  	
  CS High Yield Focus CBS, Ltd.

  
	
   

  	
  Atrium V

  
	
   

  	
  By: Credit Suisse Alternative Capital, Inc.,
  as

  collateral manager

  
	
   

  	
  Madison Park Funding II, Ltd.

  
	
   

  	
  By: Credit Suisse Alternative Capital, Inc.,
  as

  collateral manager

  
	
   

  	
  Madison Park Funding III, Ltd.

  
	
   

  	
  By: Credit Suisse Alternative Capital, Inc.,
  as

  collateral manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name:

  	
  Thomas Flannery

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
  Fax:

  	
  (212) 538-8290

  
					



 


 











 


	
   

  	
  B IV CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: GP Capital IV, LLC, its General Partner

  
	
   

  	
  By: DDJ Capital Management, LLC, Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DDJ HIGH YIELD FUND

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital Management, LLC,

  
	
   

  	
  its attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAM INVESTMENT FUNDS TRUST II, for the

  
	
   

  	
  account of the Promark Alternative High Yield Bond

  
	
   

  	
  Fund (Account No. 7M2E)

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital Management, LLC, on behalf

  
	
   

  	
  of GMAM Investment Funds Trust II, for the

  
	
   

  	
  account of the Promark Alternative High Yield

  
	
   

  	
  Bond Fund, in its capacity as investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
					



 


 











 


	
  

  	
  GMAM INVESTMENT FUNDS TRUST

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital Management, LLC,

  
	
   

  	
  on behalf of GMAM Investment

  
	
   

  	
  Funds Trust, in its capacity as

  
	
   

  	
  investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL MOTORS WELFARE BENEFIT TRUST (VEBA)

  
	
   

  	
   

  
	
   

  	
  By:  State
  Street Bank and Trust Company, solely in its capacity as

  
	
   

  	
  Trustee for General Motors Welfare Benefit Trust
  (VEBA)

  
	
   

  	
  as directed by DDJ Capital Management, LLC, and not
  in its individual

  
	
   

  	
  capacity

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
  Fax:

  
	
   

  	
   

  
	
   

  	
  GMAM INVESTMENT FUNDS TRUST II, for the account of
  the

  
	
   

  	
  Promark Alternative High Yield Bond Fund (Account
  No. 7MWD)

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital Management, LLC,

  
	
   

  	
  on behalf of GMAM Investment

  
	
   

  	
  Funds Trust II for the account of the Promark

  
	
   

  	
  Alternative High Yield

  
	
   

  	
  Bond Fund, in its capacity as investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
					



 











 


	
  

  	
  DDJ CAPITAL MANAGEMENT GROUP TRUST

  
	
   

  	
   

  
	
   

  	
  By:  DDJ
  Capital Management, LLC, Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STICHTING PENSIOENFONDS HOOGOVENS

  
	
   

  	
   

  
	
   

  	
  By:  DDJ
  Capital Management, LLC, on

  
	
   

  	
  behalf of Stichting Pensioenfonds Hoogovens,

  
	
   

  	
  in its capacity as Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  
	
   

  	
  THE OCTOBER FUND, LIMITED
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: October G.P., LLC, its
  General Partner

  
	
   

  	
  By:  DDJ Capital Management, LLC, Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DDJ/ONTARIO CREDIT OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  GP
  DDJ/Ontario Credit Opportunities, L.P., its General Partner

  
	
   

  	
  By:  GP Credit
  Opportunities, Ltd., its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Director

  
					



 











 


	
  

  	
  MULTI-STYLE, MULTI-MANAGER FUNDS PLC

  
	
   

  	
  THE GLOBAL HIGH YIELD FUND

  
	
   

  	
   

  
	
   

  	
  By:  DDJ
  Capital Management, LLC, on

  
	
   

  	
  behalf of Multi-Style, Multi-Manager Funds PLC,

  
	
   

  	
  The Global High Yield Fund, in its capacity as

  
	
   

  	
  Money Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  DDJ TOTAL RETURN LOAN FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  GP Total
  Return, LP, its General Partner

  
	
   

  	
  By:  GP Total
  Return, LLC, its General Partner

  
	
   

  	
  By:  DDJ
  Capital Management, LLC, Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Member

  
					



 


 


	
  AGREED TO AND ACKNOWLEDGED

  	
   

  	
   

  
	
  BY THE INDENTURE TRUSTEE

  	
   

  	
   

  
	
  (SOLELY WITH RESPECT TO

  	
   

  	
   

  
	
  SECTIONS 3(B)(I)

  	
   

  	
   

  
	
  (REPRESENTATION, WARRANTIES

  	
   

  	
   

  
	
  AND COVENANTS) AND 14

  	
   

  	
   

  
	
  (DIRECTION TO

  	
   

  	
   

  
	
  INDENTURE TRUSTEE)):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lawrence J. Bell

  	
   

  	
   

  
	
  Name:

  	
  Lawrence J. Bell

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
  Fax:

  	
  (503) 275-5738

  	
   

  	
   

  
							



 











Schedule A


SPECIFIED EXISTING
DEFAULTS


1.             The Issuer’s failure to make an
Excess Cash Flow Offer as required by Section 4.22 of the Indenture for the
fiscal years ended December 31, 2004, and December 31, 2005.


2.             The Issuer’s failure to deliver
certain annual financial statements as required by Section 4.3 of the Indenture
for the fiscal year ended December 31, 2006.


3.             The Issuer’s failure to deliver the
compliance certificate required by Section 4.4(a) of the Indenture in respect
of the Company’s fiscal year ended December 31, 2006.


4.             The Issuer’s failure to deliver any
compliance certificate required by Section 4.4(b) of the Indenture in respect
of a Specified Existing Default.


ANTICIPATED DEFAULTS


1.             The Issuer’s failure to deliver
certain quarterly financial statements for the fiscal quarters ended March 31,
2007 and June 30, 2007.


2.             The Issuer’s failure to make the
scheduled interest payment due under the Notes on July 15, 2007.