THE MANNER SPECIFIED FOR AN AMENDMENT OF OR MODIFICATION TO THE LOAN AGREEMENT
IN SECTION 12.10 OF THE LOAN AGREEMENT.
6.8
COSTS; EXPENSES.
EACH OF THE COMPANY AND THE SUBSIDIARIES HEREBY
AGREES TO PAY TO DDJ TOTAL RETURN LOAN FUND, L.P., DDJ CAPITAL MANAGEMENT, LLC
AND THEIR RESPECTIVE AFFILIATES ON DEMAND ALL COSTS AND EXPENSES (INCLUDING THE
FEES AND EXPENSES OF LEGAL COUNSEL) OF
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such Person incurred in connection with the Company and the Subsidiaries.
The
provisions of this Section 6.8 shall survive the termination of this Agreement
provided, however, that the Obligations under this Section 6.8 shall terminate
upon the payment in full of the Obligations and the termination of the Loan
Agreement.
6.9
ASSIGNMENT; BINDING EFFECT.
NEITHER THE COMPANY NOR ANY SUBSIDIARY
MAY ASSIGN EITHER THIS AGREEMENT OR ANY OF ITS RIGHTS, INTERESTS OR OBLIGATIONS
HEREUNDER.
ALL OF THE TERMS, AGREEMENTS, COVENANTS, REPRESENTATIONS, WARRANTIES
AND CONDITIONS OF THIS AGREEMENT ARE BINDING UPON, AND INURE TO THE BENEFIT OF
AND ARE ENFORCEABLE BY, THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
6.10
ENTIRE AGREEMENT.
THIS AGREEMENT, THE LOAN AGREEMENT, THE OTHER
LOAN DOCUMENTS AND THE INTERCREDITOR AGREEMENT, TOGETHER WITH ANY AND ALL
ANNEXES, EXHIBITS AND SCHEDULES THERETO THAT ARE OR HAVE BEEN DELIVERED PURSUANT
THERETO, CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES IN
RESPECT OF THE SUBJECT MATTER OF THE LOAN AGREEMENT AND SUPERSEDE ALL PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, TO THE EXTENT THEY RELATE IN ANY WAY WITH RESPECT THERETO.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
COMPANY
THE WORNICK COMPANY
By:
/s/ JON P. GEISLER
Name: Jon P. Geisler
Title: President & CEO
SUBSIDIARIES
THE WORNICK COMPANY RIGHT AWAY
DIVISION, L.P.
By:
/s/ JON P. GEISLER
Name: Jon P. Geisler
Title: President & CEO
RIGHT AWAY MANAGEMENT CORPORATION
By:
/s/ JON P. GEISLER
Name: Jon P. Geisler
Title: President & CEO
THE WORNICK COMPANY RIGHT AWAY
DIVISION
By:
/s/ JON P. GEISLER
Name: Jon P. Geisler
Title: President & CEO
LENDER
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
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ANNEX I
SPECIFIED DEFAULTS
The Events of Default:
1.
under Section 10.01(a) as a result of
the failure to make the interest payment under the Loan Agreement due on March
31, 2007 until April 20, 2007.
2.
under Section 10.01(b) as a result of a
breach of Section 7.12 resulting solely from the failure to make payments under
or perform covenants and agreements in material Contracts with trade creditors
or vendors occurring at any time prior to or during the Forbearance Period.
3.
under Section 10.01(c) based solely
upon the inaccuracy of any representation and warranty in