OF ITS RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER. ALL OF THE
TERMS, AGREEMENTS, COVENANTS, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF THIS
FOURTH AMENDED FORBEARANCE 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
AMENDED AGREEMENT. THE PARTIES HERETO HEREBY
ACKNOWLEDGE AND AGREE THAT THE THIRD AMENDED FORBEARANCE AGREEMENT, DATED AS OF
OCTOBER15, 2007, BY AND AMONG THE LENDER, THE COMPANY AND THE SUBSIDIARIES IS
AMENDED AND RESTATED BY THIS FOURTH AMENDED FORBEARANCE AGREEMENT.
6.11
ENTIRE AGREEMENT. THIS FOURTH AMENDED FORBEARANCE
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]
10
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amended
Forbearance 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 Geisler
Name: Jon Geisler
Title: President and CEO
SUBSIDIARIES
THE WORNICK COMPANY RIGHT AWAY
DIVISION, L.P.
By:
/s/ Jon Geisler
Name: Jon Geisler
Title: President and CEO
RIGHT AWAY MANAGEMENT CORPORATION
By:
/s/ Jon Geisler
Name: Jon Geisler
Title: President and CEO
THE WORNICK COMPANY RIGHT AWAY
DIVISION
By:
/s/ Jon Geisler
Name: Jon Geisler
Title: President and 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 L. Goolgasian, Jr.
Name: David L. Goolgasian, Jr.
Title: Authorized Signatory
Fax: (781) 283-8541
By:
/s/ Jackson S. Craig
Name: Jack S. Craig
Title: Authorized Signatory
Fax: (781) 283-8541
11
ANNEX I
SPECIFIED DEFAULTS
The Events of Default:
1.
under Section 10.01(a) as a result of
(i) the failure to make the interest payment under the Loan Agreement due on
March 31, 2007 until April 20, 2007 and (ii) the failure to make the interest
payment under the Loan Agreement due on April 30, 2007 until May 2, 2007.
2.
under Section 10.01(a) as a result of
the failure to make the Annual Commitment Fee payment under the Loan Agreement
due on June 30, 2007 until August 7, 2007.
3.
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.
4.
under Section 10.01(c) based solely
upon the inaccuracy of any representation and warranty in Section 6.03 with
respect to any financial statements delivered prior to July 16, 2007 resulting
solely from