CIRCUMSTANCE, IS JUDICIALLY
DETERMINED NOT TO BE ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, THE PARTIES AGREE
THAT THE COURT JUDICIALLY MAKING SUCH DETERMINATION MAY MODIFY THE PROVISION IN
A MANNER CONSISTENT WITH ITS OBJECTIVES SUCH THAT IT IS ENFORCEABLE, AND/OR TO
DELETE SPECIFIC WORDS OR PHRASES, AND IN ITS MODIFIED FORM, SUCH PROVISION WILL
THEN BE ENFORCEABLE AND WILL BE ENFORCED.
6.7
AGREEMENT.
THIS FIRST AMENDED FORBEARANCE AGREEMENT MAY NOT BE
AMENDED OR MODIFIED EXCEPT IN 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 SUCH PERSON INCURRED IN CONNECTION WITH
THE COMPANY AND THE SUBSIDIARIES.
THE PROVISIONS OF THIS SECTION 6.8 SHALL
SURVIVE THE TERMINATION OF THIS FIRST AMENDED FORBEARANCE 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 FIRST AMENDED FORBEARANCE AGREEMENT OR ANY OF ITS RIGHTS,
INTERESTS OR
9
OBLIGATIONS HEREUNDER.
ALL OF THE TERMS, AGREEMENTS, COVENANTS,
REPRESENTATIONS, WARRANTIES AND CONDITIONS OF THIS FIRST 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 FORBEARANCE AGREEMENT, DATED AS OF JULY 16, 2007, BY AND AMONG THE
LENDER, THE COMPANY AND THE SUBSIDIARIES IS AMENDED AND RESTATED BY THIS FIRST
AMENDED FORBEARANCE AGREEMENT.
6.11
ENTIRE AGREEMENT.
THIS FIRST 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 First 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: