Common use of Restructuring Expenses Clause in Contracts

Restructuring Expenses. Not incur restructuring expenses in connection with the discontinuation of operations of the Booneville facility of the Companies in excess of One Million Two Hundred Thousand Dollars ($1,200,000) in Fiscal Year 2004." 14. Effective the date hereof, Exhibit E is added to the Consignment and Forward Contracts Agreement in the form of Schedule A attached hereto and made a part hereof. 15. Effective the date hereof, Exhibit F is added to the Consignment and Forward Contracts Agreement in the form of Schedule B attached hereto and made a part hereof. 16. The Companies hereby acknowledge and agree that, due to a change in the risk profile of the Companies, from and after the date hereof, all examinations, audits and inventories performed by FPM pursuant to the provisions of Paragraph 7.2 of the Consignment and Forward Contracts Agreement shall be at the sole cost and expense of the Companies. 17. All necessary conforming changes to the Consignment and Forward Contracts Agreement necessitated by reason of this Seventh Amendment and Agreement to Consignment and Forward Contracts Agreement shall be deemed to have been made. 18. All references to the "Consignment and Forward Contracts Agreement" in all documents or agreements by and between the parties hereto, shall from and after the effective date hereof refer to the Consignment and Forward Contracts Agreement, as previously amended and as amended hereby, and all obligations of the Companies under the Consignment and Forward Contracts Agreement, as previously amended and as amended hereby, shall be secured by and be entitled to the benefits of such other documents and agreements. 19. Except as amended hereby, the Consignment and Forward Contracts Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed. 20. The Companies jointly and severally covenant and agree to pay all out-of-pocket expenses, costs and charges incurred by FPM (including reasonable fees and disbursements of counsel) in connection with the preparation and implementation of this Seventh Amendment and Agreement to Consignment and

Restructuring Expenses. Not incur restructuring expenses (a) Whether or not the transactions contemplated by this Agreement are consummated, the Company Parties hereby agree, on a joint and several basis, to pay in connection with cash the discontinuation of operations of the Booneville facility of the Companies in excess of One Million Two Hundred Thousand Dollars Restructuring Expenses as follows: ($1,200,000i) in Fiscal Year 2004." 14. Effective the date hereof, Exhibit E is added all accrued and unpaid reasonable and documented Restructuring Expenses incurred up to the Consignment (and Forward Contracts Agreement in the form of Schedule A attached hereto and made a part hereof. 15. Effective the date hereof, Exhibit F is added to the Consignment and Forward Contracts Agreement in the form of Schedule B attached hereto and made a part hereof. 16. The Companies hereby acknowledge and agree that, due to a change in the risk profile of the Companies, from including) and after the date hereofAgreement Effective Date, (ii) after the Petition Date, on a regular and continuing basis, subject to the terms of the DIP Orders, (iii) upon any termination of this Agreement with respect to any Consenting Creditor, all examinationsaccrued and unpaid Restructuring Expenses which have been incurred up to (and including) the applicable Termination Date, audits in cash promptly (but in any event within five (5) Business Days) and inventories performed by FPM pursuant (iv) on the Effective Date, without any requirement for the Bankruptcy Court to the provisions of Paragraph 7.2 of the Consignment and Forward Contracts Agreement shall be at the sole cost and expense of the Companiesprovide further review or additional court Orders. 17. All necessary conforming changes to the Consignment and Forward Contracts Agreement necessitated by reason (b) The terms set forth in Section 15.21 shall survive termination of this Seventh Amendment Agreement and Agreement to Consignment and Forward Contracts Agreement shall be deemed to have been made. 18. All references to the "Consignment and Forward Contracts Agreement" in all documents or agreements by and between the parties hereto, shall from and after the effective date hereof refer to the Consignment and Forward Contracts Agreement, as previously amended and as amended hereby, and all obligations of the Companies under the Consignment and Forward Contracts Agreement, as previously amended and as amended hereby, shall be secured by and be entitled to the benefits of such other documents and agreements. 19. Except as amended hereby, the Consignment and Forward Contracts Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed. 20regardless of whether the transactions contemplated by this Agreement are consummated. The Companies jointly and severally covenant Company Parties hereby acknowledge and agree that the Consenting Creditors have expended, and will continue to pay all out-of-pocket expensesexpend, costs considerable time, effort and charges incurred by FPM (including reasonable fees expense in connection with this Agreement and disbursements the negotiation of counsel) the Restructuring Transactions, and that this Agreement provides substantial value to, is beneficial to, and necessary to preserve the Company Parties, and that the Consenting Creditors have made a substantial contribution to the Company Parties and the Restructuring Transactions. If and to the extent not previously reimbursed or paid in connection with the preparation foregoing, subject to the approval of the Bankruptcy Court, the Company Parties shall reimburse or pay (as the case may be) all reasonable and implementation documented Restructuring Expenses pursuant to section 1129(a)(4) of this Seventh Amendment the Bankruptcy Code or otherwise. The Company Parties hereby acknowledge and Agreement agree that the Restructuring Expenses are of the type that should be entitled to Consignment andtreatment as, and the Company Parties shall seek treatment of such Restructuring Expenses as, Administrative Expense Claims pursuant to sections 503(b) and 507(a)(2) of the Bankruptcy Code.