Exhibit 10.1


 


FOURTH AMENDED
FORBEARANCE AGREEMENT


 


This FOURTH AMENDED FORBEARANCE AGREEMENT (this “Fourth
Amended Forbearance Agreement”), is dated as of October 30,
2007, is entered into by and among DDJ Total Return Loan Fund, L.P., as the
Lender (as defined in the Loan Agreement referred to below), The Wornick
Company, a Delaware corporation (the “Company”),
Right Away Management Corporation, a Delaware corporation, The Wornick Company
Right Away Division, a Delaware corporation, and The Wornick Company Right Away
Division, L.P., a Delaware limited partnership (each, a “Subsidiary”,
and, collectively, the “Subsidiaries”).


 


RECITALS:


 


A.                                   The Company, the Lender (as assignee of Texas State Bank) and the
Subsidiaries are parties to that certain Loan Agreement, dated as of June 30,
2004 (as amended by the First Amendment thereto dated as of March 16, 2007
and as further amended, modified, supplemented or amended and restated from
time to time, the “Loan Agreement”).


 


B.                                     As of the date hereof, the Events of Default referred to herein as the “Specified Defaults” have occurred
and are continuing.


 


C.                                     The Company, the Lender and the Subsidiaries entered into a Forbearance
Agreement dated as of July 16, 2007 (the “Forbearance
Agreement”) pursuant to which the Lender agreed to forbear from
exercising its rights and remedies under the Loan Agreement during the
Forbearance Period (as defined in the Forbearance Agreement).


 


D.                                    The Company, the Lender and the Subsidiaries entered into a First Amended
Forbearance Agreement dated as of August 13, 2007 (the “First Amended Forbearance Agreement”)
pursuant to which the Forbearance Period was extended through September 12,
2007.


 


E.                                      The Company, the Lender and the Subsidiaries entered into a Second Amended
Forbearance Agreement dated as of September 12, 2007 (the “Second Amended Forbearance Agreement”)
pursuant to which the Forbearance Period was extended through October 14,
2007.


 


F.                                      The Company, the Lender and the Subsidiaries entered into a Third Amended
Forbearance Agreement dated as of October 15, 2007 (the “Third Amended Forbearance Agreement”)
pursuant to which the Forbearance Period was extended through October 29,
2007.


 


G.                                     The Forbearance Period (as defined in the Third Amended Forbearance
Agreement) under the Third Amended Forbearance Agreement will expire on October 30,
2007 and the Company and Subsidiaries have asked the Lender to further extend
the Forbearance Period through December 3, 2007;


 


H.                                    The Company and the Subsidiaries entered into a forbearance agreement with
certain holders (the “Noteholders”)
of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) holding 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 outstanding on July 16,
2007 (the “Noteholder Forbearance Agreement”)
pursuant to which the Noteholders agreed to forbear from exercising their
rights and remedies under the Indenture until the 


 


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expiration of the Forbearance Period (as defined in the
Noteholder Forbearance Agreement) on August 15, 2007. On August 13,
2007, the Company and the Subsidiaries entered into a First Amended and
Restated Forbearance Agreement with the Noteholders (the “Amended
Noteholder Forbearance Agreement”) pursuant to which the
Forbearance Period was further extended through September 16, 2007. On September 12
2007, the Company and the Subsidiaries entered into a Second Amended and
Restated Forbearance Agreement with the Noteholders (the “Second
Amended Noteholder Forbearance Agreement”) pursuant to which the
Forbearance Period (as defined in the Second Amended Noteholder Forbearance
Agreement) was extended through October 16, 2007. On October 15,
2007, the Company and the Subsidiaries entered into a Third Amended and
Restated Forbearance Agreement with the Noteholders (the “Third
Amended Noteholder Forbearance Agreement”) pursuant to which the
Forbearance Period (as defined in the Third Amended Noteholder Forbearance
Agreement) was extended through October 31, 2007.


 


I.                                         The Company and the Subsidiaries have advised the Lender that the Company,
the Subsidiaries and the Noteholders will, simultaneously with the execution of
this Fourth Amended Forbearance Agreement, amend and restate the Third Amended
Noteholder Forbearance Agreement pursuant to which the Noteholders shall agree
to forbear from exercising the rights and remedies available to the Noteholders
under the Indenture, the Intercreditor Agreement and the Collateral Agreements
(as defined in the Indenture) until December 6, 2007, all on the terms and
conditions set forth in such amended and restated forbearance agreement (as
such agreement may be amended, modified, supplemented or amended and
restated from time to time, the “Fourth Amended Noteholder
Forbearance Agreement”).


 


NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants and agreements set forth in this Fourth
Amended Forbearance Agreement, and intending to be legally bound, the parties
hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1                               Defined
Terms.


 


(a)                                  Capitalized
terms that are defined in this Fourth Amended Forbearance Agreement shall have
the meanings ascribed to such terms in this Fourth Amended Forbearance
Agreement. All other capitalized terms shall have the meanings ascribed in the
Loan Agreement. Unless the context of this Fourth Amended Forbearance Agreement
clearly requires otherwise, references to the plural include the singular;
references to the singular include the plural; the words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation”; and the
term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or”.


 


(b)                                 This
Fourth Amended Forbearance Agreement constitutes a “Loan Document” as defined
in the Loan Agreement.


 


(c)                                  References
in this Fourth Amended Forbearance Agreement to the Lender shall constitute
references to DDJ Total Return Loan Fund, L.P. solely in its capacity as the
Lender.


 


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ARTICLE II

FORBEARANCE AND AMENDMENT TO LOAN AGREEMENT


 


2.1                               Forbearance;
Forbearance Default Rights and Remedies.


 


(a)                                  Effective
as of the Fourth Amended Forbearance Effective Date (as defined below), the
Lender agrees that until the expiration of the “Forbearance Period” (as defined
below), it will forbear from exercising its rights and remedies against the
Company or the Subsidiaries under the Loan Agreement, the other Loan Documents
and/or applicable law solely with respect to the Specified Defaults and any
Event of Default resulting solely from the Company’s failure to make the
scheduled interest payment due under the Notes on July 15, 2007
(excluding, however, in each case, its right to charge interest on any
Obligations during the Forbearance Period at the default interest rate
specified in the Revolving Note and the Term Note); provided, however,
(i) each of the Company and the Subsidiaries shall comply, except to the extent
such compliance is expressly excused by the terms of this Fourth Amended
Forbearance Agreement, with all explicit restrictions or prohibitions triggered
by the existence and/or continuance of any Event of Default under the Loan
Agreement, this Fourth Amended Forbearance Agreement or any of the other Loan
Documents, (ii) nothing herein shall restrict, impair or otherwise affect
the Lender’s rights and remedies under any agreements containing subordination
provisions in favor of the Lender (including, without limitation, any rights or
remedies available to the Lender as a result of the occurrence or continuation
of the Specified Defaults or any Event of Default resulting from the Company’s
failure to make the scheduled interest payment due under the Notes on July 15,
2007), and (iii) nothing herein shall restrict, impair or otherwise affect
the exercise of the Lender’s rights under this Fourth Amended Forbearance
Agreement. As used herein, the term “Specified Defaults”
shall mean the Events of Default listed on Annex I hereto. During the
Forbearance Period, any condition to the making of an Advance under the Loan
Agreement that would not be met solely because of the occurrence and
continuance of any Specified Default or any Event of Default resulting solely
from the Company’s failure to make the scheduled interest payment due under the
Notes on July 15, 2007 is hereby waived.


 


(b)                                 As
used herein, the term “Forbearance Period”
shall mean the period beginning on the Fourth Amended Forbearance Effective
Date (as defined below) and ending upon the occurrence of a Termination Event.
As used herein, “Termination Event” shall mean
the earlier to occur of (i) the delivery by the Lender to the Company, the
counsel to the Noteholder Group (as defined in the Fourth Amended Noteholder
Forbearance Agreement) and the Trustee (as defined in the Intercreditor
Agreement) of a written notice terminating the Forbearance Period, which notice
may be delivered at any time upon or after the occurrence of any
Forbearance Default (as defined below), and (ii) December 4, 2007. As
used herein, the term “Forbearance Default”
shall mean: (A) the occurrence of any Event of Default that is not (i) a
Specified Default or (ii) an Event of Default resulting solely from the
Company’s failure to make the scheduled interest payment due under the Notes on
July 15, 2007, (B) the delivery of any written notice by the
Noteholders to the Company terminating the Fourth Amended Noteholder
Forbearance Agreement, and/or the Forbearance Period (as defined in the Fourth
Amended Noteholder Forbearance Agreement) as a result of the occurrence and
continuation of any Forbearance Default (as defined in the Fourth Amended
Noteholder Forbearance Agreement) or any other termination of the Fourth
Amended Noteholder Forbearance Agreement, (C) the delivery of any
Indenture Payment Notice (as defined in Section 2.4 below) 


 


3

















 


to the Lender,
(D) the failure of the Company or any Subsidiary to comply with any term,
condition, covenant or agreement set forth in this Fourth Amended Forbearance
Agreement, (E) the failure of any representation or warranty made by the
Company or any Subsidiary under this Fourth Amended Forbearance Agreement to be
true and correct in all material respects as of the date when made, (F) the failure of the Company promptly to notify the Lender
of any amendment or modification to the Fourth Amended Noteholder Forbearance
Agreement; (G) the execution of any amendment or modification to the
Fourth Amended Noteholder Forbearance Agreement, which amendment or
modification has a material adverse effect on the Lender, as determined by the
Lender in its discretion, (H) any occurrence, event or change in
facts or circumstances occurring on or after the Fourth Amended Forbearance
Effective Date that would result in a Material Adverse Change, (I) the
occurrence of any violation or breach of, or other failure to observe, perform or
comply with, the terms of the Intercreditor Agreement by the Trustee, or (J)
the commencement by or against the Company or any Subsidiary of a proceeding
under any Debtor Relief Laws. Any Forbearance Default shall constitute an
immediate Event of Default under the Loan Agreement.


 


(c)                                  Upon
the occurrence of a Termination Event, the agreement of the Lender hereunder to
forbear from exercising its rights and remedies in respect of the Specified
Defaults and any Event of Default resulting solely from the Company’s failure
to make the scheduled interest payment due under the Notes on July 15, 2007
shall immediately terminate without the requirement of any demand, presentment,
protest, or notice of any kind, all of which each of the Company and the
Subsidiaries hereby waives. The Company and the Subsidiaries agree that the
Lender may at any time after the occurrence of a Termination Event proceed
to exercise any or all of its rights and remedies under the Loan Agreement, any
other Loan Document, the Intercreditor Agreement and/or applicable law,
including, without limitation, its rights and remedies on account of the
Specified 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, the Lender may, upon such notice or demand as is specified
by the Loan Agreement, any other Loan Documents, the Intercreditor Agreement or
applicable law, (i) collect and/or commence any legal or other action to
collect any or all of the Obligations from the Company and the Subsidiaries, (ii) 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 (iii) take any other enforcement
action or otherwise exercise any or all rights and remedies provided for by or
under the Loan Agreement, any other Loan Documents, the Intercreditor Agreement
and/or applicable law, all of which rights and remedies are fully reserved by
the Lender.


 


(d)                                 Any
agreement by the Lender to extend the Forbearance Period or enter into any
other forbearance or similar arrangement must be set forth in writing and
signed by a duly authorized signatory of the Lender. The Company and each of
the Subsidiaries acknowledges that the Lender has 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 its rights, remedies and privileges under or otherwise in
connection with the Loan Agreement, the other Loan Documents, the Intercreditor
Agreement and/or applicable law.


 


(e)                                  The
Company and each of the Subsidiaries acknowledges and agrees that any
forbearance, waiver, consent or other financial accommodation (including the 


 


4

















 


funding of any
borrowing request under the Revolving Loan) which the Lender may make on
or after the date hereof has been made by the Lender in reliance upon, and is
consideration for, among other things, the general releases and reaffirmation
of indemnities contained in Article 4 hereof and the other covenants,
agreements, representations and warranties of the Company and each of the
Subsidiaries hereunder.


 


2.2                               Amendment
to Section 8.02. Section 8.02 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Borrower will
not permit the aggregate rentals payable under all non-cancelable operating
leases entered into after Closing to which Borrower or Subsidiary is a party to
exceed (a) $500,000 during any fiscal year ending with fiscal year 2006, (b) $1,250,000
during the fiscal year 2007, and (c) $1,500,000 thereafter. Without the
prior written consent of the Lender in its sole discretion, no such operating
lease entered into after May 1, 2007 and having a term greater than one
year shall contain any restriction on the Borrower’s or applicable Subsidiary’s
right to grant a lien to the Lender on such Person’s leasehold interest in the
subject property, and the lessor in respect of each such lease shall have
agreed to provide upon request a collateral access agreement substantially in
the form provided by the Lender with such modifications therein as shall
be reasonably acceptable to the Lender. Lender acknowledges and consents
to the Leases pledged to Lender by Leasehold Deed of Trust to secure the
Obligations and the other existing leases on other real property disclosed to
Lender. Borrower agrees not to amend the Leases in any material respect without
the prior written consent of the Lender. At Lender’s request, Borrower and its
Subsidiaries will grant Lender first liens on the leasehold interest in all
real property leases to the extent Borrower and its Subsidiaries are permitted
to grant liens on their leasehold interest under such leases.”


 


2.3                               Modification of Certain Reporting Requirements. The Lender may in its sole discretion from time to
time instruct the Company not to deliver to the Lender the cash budgets
contemplated in Section 7.11 of the Loan Agreement or the written reports
contemplated in Section 7.21 of the Loan Agreement. The Company shall
comply with any such instruction received from the Lender until such time as
instructed to the contrary by the Lender. The Company’s compliance with this Section 2.3
shall constitute compliance with Sections 7.11 and 7.21 of the Loan Agreement
and the Company’s failure to comply with this Section 2.3 shall constitute
an Event of Default.


 


2.4                               Indenture
Payments. The Company and the Subsidiaries hereby covenant and agree to
give to the Lender at least five (5) Business Days’ prior written notice
of its or their intention to make any interest payment in respect of the Notes
(each such notice, an “Indenture Payment Notice”).
For the avoidance of doubt, the requirement to give any such Indenture Payment
Notice shall be in addition to, and not in lieu of, the requirements set forth
in Section 7.21 of the Loan Agreement.


 


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


 


5

















 


(a)                                  there
shall have been delivered to the Lender in accordance with Section 6.5
herein, counterparts of this Fourth Amended Forbearance Agreement executed by
each of the Lender, the Company and each of the Subsidiaries;


 


(b)                                 the
Lender shall have received the Fourth Amended Noteholder Forbearance Agreement,
duly executed and delivered by each of the Company, the Subsidiaries, the
Trustee and the Noteholders, having a Forbearance Period (as defined therein)
(subject to earlier termination upon the occurrence and continuation of a
Forbearance Default, as defined therein) through and including a date that is
no earlier than December 5, 2007, and such Fourth Amended Noteholder
Forbearance Agreement shall otherwise be satisfactory in form and
substance to the Lender; and


 


(c)                                  the
Lender shall have received all accrued and unpaid costs and expenses (including
legal fees and expenses) required to be paid pursuant hereto or the Loan
Agreement on or prior to the Fourth Amended Forbearance Effective Date.


 


ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


3.1                               Representations,
Warranties and Covenants of the Company and the Subsidiaries. To induce the
Lender to enter into this Fourth Amended Forbearance Agreement, each of the
Company and the Subsidiaries hereby represents, warrants and covenants to the
Lender as follows:


 


(a)                                  The
representations and warranties of each of the Company and the Subsidiaries in
the Loan Documents are on the date of execution and delivery of this Fourth
Amended Forbearance Agreement, and will be on the Fourth Amended Forbearance
Effective Date, true, correct and complete in all material respects with the
same effect as though made on and as of such respective date (or, to the extent
such representations and warranties expressly relate to an earlier date, on and
as of such earlier date), except to the extent of any inaccuracy resulting
solely from the Specified Defaults.


 


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


 


(c)                                  The
execution, delivery and performance by each of the Company and the Subsidiaries
of this Fourth Amended Forbearance Agreement:


 


(i)                                     are
within its corporate or limited partnership powers, as applicable;


 


(ii)                                  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;


 


(iii)                               do
not and will not (A) contravene its certificate of incorporation or
by-laws or limited partnership or other constituent documents, as


 


6

















 


applicable, (B) violate
any applicable requirement of law or any order or decree of any governmental
authority or arbitrator applicable to it, (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
any of the Subsidiaries, or (D) result in the creation or imposition of
any lien or encumbrance upon any of the property of the Company or any of the
Subsidiaries; and


 


(iv)                              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
Person, other than those which prior to the Fourth Amended Forbearance
Effective Date will have been obtained or made and copies of which prior to the
Fourth Amended Forbearance Effective Date will have been delivered to the
Lender and each of which on the Fourth Amended Forbearance Effective Date will
be in full force and effect.


 


(d)                                 This
Fourth Amended Forbearance Agreement has been duly executed and delivered by
the Company and each of the Subsidiaries. Each of this Fourth Amended
Forbearance Agreement, the Loan Agreement and the other Loan Documents
constitutes the legal, valid and binding obligation of the Company and the
Subsidiaries, enforceable against each such Person in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability.


 


(e)                                  Within five (5) Business Days after the
Fourth Amended Forbearance Effective Date, the Company shall file this Fourth
Amended Forbearance Agreement and the Fourth Amended Noteholder 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
Lender.


 


(f)                                    The Company and the
Subsidiaries shall immediately notify the Lender upon its or their becoming
aware of (i) an Event of Default under the Loan Agreement or an Event of
Default (as defined in the Indenture) under the Indenture that is not a
Specified Default or an Event of Default resulting solely from the Company’s
failure to make the scheduled interest payment due under the Notes on July 15,
2007 or (ii) the occurrence of a Forbearance Default (as defined in the
Fourth Amended Noteholder Forbearance Agreement).


 


3.2                               Survival.
The representations and warranties in Section 3.1 shall survive the
execution and delivery of this Fourth Amended Forbearance Agreement and the
Fourth Amended Forbearance Effective Date.


 


ARTICLE IV

GENERAL RELEASE; REAFFIRMATION OF INDEMNITY


 


(a)                                  In
consideration of, among other things, the Lender’s execution and delivery of
this Fourth Amended Forbearance Agreement, each of the Company and the
Subsidiaries, on behalf of itself and its successors and assigns (collectively,
“Releasors”), hereby forever agrees
and covenants not to sue or prosecute against any Releasee (as defined below)
and hereby forever waives, releases and discharges to the fullest extent
permitted by law, each 


 


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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 Lender in any capacity and its
affiliates, shareholders, participants and “controlling persons” (within the
meaning of the federal securities laws), and their respective successors and
assigns and each and all of the officers, directors, employees, agents,
attorneys, advisors, auditors, consultants and other representatives 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 Fourth Amended Forbearance Effective Date, that relate to, arise
out of or otherwise are in connection with (i) any aspect of the business,
operations, assets, properties, affairs or any other aspect of any of the
Company or the Subsidiaries, (ii) any aspect of the dealings or
relationships between or among the Company, the Subsidiaries and their
respective affiliates, on the one hand, and the Lender, on the other hand, or (iii) any
or all of the Loan Agreement or the other Loan Documents, or any transactions
contemplated thereby or any acts or omissions in connection therewith; provided,
however, that the foregoing shall not release the Lender from its
express obligations under this Fourth Amended Forbearance Agreement, the Loan
Agreement and the other Loan Documents. The receipt by the Company of any of
the Revolving Loan or other financial accommodations made by the Lender on or
after the date hereof shall constitute a ratification, adoption, and
confirmation by the Company and the Subsidiaries of the foregoing general
release of all Claims against the Releasees which are based in whole or in part on
facts, whether or not now known or unknown, existing on or prior to the date of
receipt of any of the Revolving Loan or other financial accommodations. In
entering into this Fourth Amended Forbearance Agreement, each of the Company
and the Subsidiaries consulted with, and has been represented by, legal counsel
and expressly disclaims any reliance on any representations, acts or omissions
by any of the Releasees and each hereby agrees and acknowledges 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 Article 4(a) shall
survive the expiration of the Forbearance Period and the termination of this
Fourth Amended Forbearance Agreement, the Loan Agreement, the other Loan
Documents and payment in full of the Obligations.


 


(b)                                 Without
in any way limiting their reaffirmations and acknowledgements set forth in Article 5
hereof, each of the Company and the Subsidiaries hereby expressly acknowledges,
agrees and reaffirms its indemnification and other obligations to and
agreements with the Indemnified Parties set forth in Article 13 of the
Loan Agreement. Each of the Company and the Subsidiaries further acknowledges,
agrees and reaffirms that all of such indemnification and other obligations and
agreements set forth in Article 13 of the Loan Agreement shall survive the
expiration of the Forbearance Period and the termination of this Fourth Amended
Forbearance Agreement, the Loan Agreement, the other Loan Documents and the
payment in full of the Obligations.


 


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ARTICLE V

RATIFICATION OF LIABILITY


 


Each of the Company and the Subsidiaries hereby ratifies and reaffirms
all of its payment and performance obligations and obligations to indemnify,
contingent or otherwise, under each of such Loan Documents to which it is a
party, and hereby ratifies and reaffirms its grant of liens on or security
interests in its properties pursuant to such Loan Documents to which it is a
party as security for the Obligations, and confirms and agrees that such liens
and security interests hereafter secure all of the Obligations, including,
without limitation, all additional Obligations hereafter arising or incurred
pursuant to or in connection with this Fourth Amended Forbearance Agreement,
the Loan Agreement or any other Loan Document.


 


ARTICLE VI

MISCELLANEOUS


 


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


 


6.2                               Ratification
and Confirmation; Survival. Except as expressly set forth in this Fourth
Amended Forbearance Agreement, the terms, provisions and conditions of the Loan
Agreement and the other Loan Documents are hereby ratified and confirmed and
shall remain unchanged and in full force and effect without interruption or
impairment of any kind. Notwithstanding anything to the contrary herein,
Sections 2.2 and 2.3 shall survive the termination of this Fourth Amended
Forbearance Agreement.


 


6.3                               Governing
Law. This Fourth Amended Forbearance Agreement will be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of laws principles thereof.


 


6.4                               Headings.
The article and section headings contained in this Fourth Amended
Forbearance Agreement are inserted for convenience only and will not affect in
any way the meaning or interpretation of this Fourth Amended Forbearance
Agreement.


 


6.5                               Counterparts.
This Fourth Amended Forbearance Agreement may be executed in two or
more counterparts, each of which will be deemed an original but all of which,
when taken together, will constitute one and the same instrument. This Fourth
Amended Forbearance Agreement may be delivered by exchange of copies of
the signature page by facsimile transmission or electronic mail.


 


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6.6                               Severability.
The provisions of this Fourth Amended Forbearance Agreement will be deemed
severable and the invalidity or unenforceability of any provision will not
affect the validity or enforceability of the other provisions hereof; provided
that if any provision of this Fourth Amended Forbearance Agreement, as applied
to any party or to any 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 Fourth 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 Fourth 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 Fourth Amended Forbearance Agreement or any 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 the failure to characterize amounts owed under the Notes
as current liabilities.


 


5.                                       under Section 10.01(c) based
solely upon the inaccuracy of any representation and warranty in any Draw
Request resulting solely from the occurrence of any of the other Specified
Defaults.


 


6.                                       under Section 10.01(j)
arising from the default occurring under the Indenture that either (i) is
specified in the notice to the Company from U.S. Bank National Association, as
trustee, dated April 18, 2007 pertaining to requirements to deliver
certain annual financial statements and an opinion of counsel or (ii) is a
default or an Event of Default (as defined in the Indenture) under Section 6.1(3) of
the Indenture resulting from (A) breaches of Sections 4.4(a) (such
breach consisting of the failure to deliver the compliance certificate
specified therein in respect of the Company’s fiscal year ended December 31,
2006) and, in respect of the Company’s fiscal years ended December 31,
2004 and December 31, 2005, 4.22 of the Indenture and (B) the Company’s
failure to deliver certain quarterly financial statements for the fiscal
quarters ended March 31, 2007 and June 30, 2007.


 


7.                                       under Section 10.01(l)
based on the failure to maintain in effect Government Contracts on MREs
representing at least 20% of the total case volume of all outstanding MREs
Government Contracts.


 


8.                                       under Section 10.01(r)
based solely upon the occurrence of any of the other Specified Defaults.


 


9.                                       under Section 10.01(b) or
(c) based solely upon the occurrence of the other Specified Defaults.


 


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