Exhibit
10.4


AMENDED AND
RESTATED REVOLVING LOAN

PROMISSORY NOTE


March 14, 2007


This Amended and Restated Revolving Loan Promissory Note (hereinafter
sometimes referred to as “this Promissory Note”) is an amendment and
restatement of, and evidences the indebtedness evidenced by, the Revolving
Line of Credit Promissory Note dated June 30, 2004 payable by Borrower to
the order of Texas State Bank, a Texas banking corporation, which Revolving
Line of Credit Promissory Note has been assigned to the Lender named below and
is hereby amended and restated to read in its entirety as hereinafter set
forth, effective on and as of March 14, 2007.


	
  Promise to Pay:

  	
  For value received, The Wornick Company, a Delaware
  corporation, promises to pay to the order of Lender the sum of $15,000,000
  or, if less, the aggregate amount advanced by Lender to the Borrower as the
  “Revolving Loan” under the Loan Agreement hereinafter referred to that
  remains unpaid, on the Maturity Date, together with interest on the unpaid
  balance of such amount, in lawful money of the United States of America, in
  accordance with all the terms, conditions and covenants set forth
  below.  Capitalized terms in this Promissory Note not otherwise defined
  herein shall have the meaning assigned such terms in that certain Loan
  Agreement, dated as of June 30, 2004, by and among Lender (as assignee of
  Texas State Bank, a Texas banking corporation), Borrower, 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 (as amended from time to time,
  the “Loan Agreement”).

  
	
   

  	
   

  
	
  Borrower:

  	
  The Wornick Company, a Delaware corporation.

  
	
   

  	
   

  
	
  Borrower’s Address for Notice:

  	
   

  
	
   

  	
   

  
	
   

  	
  The Wornick Company

  
	
   

  	
  Attention: Larry L. Rose

  
	
   

  	
  President and CEO

  
	
   

  	
  4700 Creek Road

  
	
   

  	
  Cincinnati, Ohio 45242

  
	
   

  	
  Fax: (513) 791-4148

  
	
   

  	
   

  
	
   

  	
  With copy to: Robert B. McKeon

  
	
   

  	
  Veritas Capital Management II, L.L.C.

  
	
   

  	
  660 Madison Avenue

  



 













 


	
  

  	
  New York, New York 10021

  
	
   

  	
  Fax: (212) 688-9411

  
	
   

  	
   

  
	
  Lender:

  	
  DDJ Total Return Loan Fund, L.P.

  
	
   

  	
   

  
	
  Lender’s Address and Transfer Instructions for
  Payments:

  
	
   

  	
   

  
	
   

  	
  Wire transfer instructions:

  
	
   

  	
   

  
	
   

  	
  LaSalle Bank N.A. — Chicago

  
	
   

  	
  ABA 071000505

  
	
   

  	
  Acct:  722224.2

  
	
   

  	
  Acct Name:  LaSalle Trust/DDJ Total Return Loan
  Fund LP

  
	
   

  	
  Attn:  Greg Myers

  
	
   

  	
  (312) 904-0283

  
	
   

  	
   

  
	
   

  	
  Address for physical deliveries:

  
	
   

  	
   

  
	
   

  	
  LaSalle Bank NA

  
	
   

  	
  CDO Trust Services

  
	
   

  	
  Attn:  Greg Myers

  
	
   

  	
  135 South LaSalle

  
	
   

  	
  Suite 1625

  
	
   

  	
  Chicago, IL  60603

  
	
   

  	
  Account Name:  DDJ Total Return Loan Fund, L.P.

  
	
   

  	
  A/C: 722224.2

  
	
   

  	
   

  
	
  Principal Amount:

  	
  Fifteen Million and 00/100 Dollars ($15,000,000.00).

  
	
   

  	
   

  
	
  Interest Rate:

  	
  The rate per annum equal to Three Month LIBOR plus
  7.65%. If at any time Lender determines that (i) adequate and reasonable
  means do not exist for ascertaining Three Month LIBOR or (ii) as a result of
  any change in the law it is unlawful or impossible for Lender to make or
  maintain a rate of interest determined by reference to Three Month LIBOR;
  then in each case Lender shall give notice thereof to Borrower as promptly as
  practicable thereafter and, until Lender notifies Borrower that the
  circumstances giving rise to such notice no longer exist, the Interest Rate
  shall be a rate per annum equal to the Prime Rate plus 5.75%.

  
	
   

  	
   

  
	
  Default Interest Rate:

  	
  The Interest Rate otherwise in effect plus 2% per
  annum based on the actual number of days elapsed over a 360 day year.

  
	
   

  	
   

  
	
  Make-Whole Premium:

  	
  In connection with any
  termination, in whole or in part, of the Revolving Loan Commitment, the
  excess of (1) the present value of all scheduled payments of principal and/or
  interest in respect of this Promissory Note which, but for such Revolving

  



 



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  Loan Commitment termination, would be required to be
  made following the date of the proposed termination in accordance with the
  terms hereof (assuming the outstanding principal amount of the Revolving Loan
  immediately prior to such termination was $15,000,000 and such amount remained
  outstanding until the Maturity Date), determined by discounting (on a
  semi-annual basis) the amount of such payment (or portion thereof) from the
  date such payment would be required to be made at a rate which is equal to
  0.50% over the Treasury Constant Yield at such time, and assuming that the
  Interest Rate in effect at the time of determination of the Make-Whole
  Premium remains in effect, over (2) 100% of the Revolving Loan Commitment
  subject to such termination. If the Make Whole Premium as calculated pursuant
  to the above provisions of this definition would not be a positive number,
  the Make Whole Premium is zero.

  
	
   

  	
   

  
	
  Treasury Constant Yield:

  	
  The arithmetic mean of the rates published as
  “Treasury Constant Maturities” as of 11:00 a.m. eastern standard time for the
  five Business Days preceding the date of termination the Revolving Loan
  Commitment, in whole or in part, as shown on the USD screen of the Bloomberg
  service, or if such service is not available, the Telerate service, or if
  neither the Bloomberg nor the Telerate service are available, under Section
  504 in the weekly statistical release designated H.15(519) (or any successor
  publication) published by the Board of Governors of the Federal Reserve
  System, for “On the Run” U.S. Treasury obligations corresponding to the
  period of time between such termination of the Revolving Loan Commitment and
  the Maturity Date; if no such maturity shall so exactly correspond, yields
  for the two most closely corresponding published maturities shall be
  calculated pursuant to the foregoing sentence and the Treasury Constant Yield
  shall be interpolated or extrapolated (as applicable) from such yields on a
  straight-line basis (rounding, in the case of relevant periods, to the
  nearest month).

  
	
   

  	
   

  
	
  Maturity Date:

  	
  June 30, 2011.

  
	
   

  	
   

  
	
  Prime Rate:

  	
  A per annum interest rate equal to the “Prime Rate”
  as published each day by The Wall Street Journal in its “Money Rates”
  section, and if more than one such rate is published, then the highest such
  rate. On any day when The Wall Street Journal is not published or a
  Prime Rate is not published under the Money Rates section thereof, then
  the Prime Rate published for the preceding publication date of The Wall
  Street Journal shall apply. Should the method of establishing the Prime
  Rate, or the publication of such Prime Rate, cease or be abolished, then the
  Prime Rate used for the balance of

  



 



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  the term of this Promissory Note, if necessary,
  shall be that interest rate, established, adopted or used by The Bank of New York
  as its prime or base interest rate.

  
	
   

  	
   

  
	
  Three Month LIBOR:

  	
  The London Interbank Offered Rate for an interest
  period of three (3) months published in The Wall Street Journal. If
  more than one such rate is published, the highest of such rates shall apply.
  If such rate is not published in The Wall Street Journal on any
  applicable date of determination, Three Month LIBOR shall be determined by
  the Lender on any commercially reasonable basis selected by it. The Three
  Month LIBOR shall be determined as of the date hereof and thereafter, on the
  first day of each fiscal quarter and, once determined shall remain in effect
  until the first day of the next fiscal quarter.

  



 


Redemption
Fee:


On the date of termination
of the Revolving Loan Commitment (whether
as a result of the occurrence of the Maturity Date, the termination of the Loan
Agreement by mutual agreement of Lender and Borrower, or otherwise),
whether in whole or in part, Borrower shall pay to Lender a redemption fee in
an amount equal to 2.00% of the Deemed Revolving Loan Prepayment.  Such redemption fee shall be in addition to
the commitment termination fee payable pursuant to subsection (c) under “Payment
Terms” below. For purposes hereof, “Revolving Loan Commitment” means the
commitment of the Lender, subject to the terms of the Loan Agreement, to make
Advances to Borrower up to a maximum aggregate amount of $15,000,000 and “Deemed
Revolving Loan Prepayment” means $15,000,000 or, if such termination of the
Revolving Loan Commitment is a termination in part rather than in whole, the
amount of the portion of the Revolving Loan Commitment so terminated.


Payment
Terms:


(a)           Interest. Interest, computed at the Interest Rate
on the unpaid balance of the Principal Amount from time to time outstanding,
shall be due and payable monthly in arrears on the last day of each calendar
month, beginning March 31, 2007,
and monthly thereafter until the Maturity Date, when all accrued, but unpaid,
interest shall be due and payable. 
Interest shall also be payable on the date of any prepayment of the
Revolving Loan, to the extent accrued on the amount prepaid.


(b)           Principal. The entire unpaid Principal Amount owing
on this Promissory Note shall be due and payable on the Maturity Date.  In addition, if at any time the outstanding
principal amount of the Revolving Loan exceeds the Revolving Loan Commitment,
Borrower shall notify Lender of such fact and prepay the Revolving Loan in the
amount of such excess within one (1) Business Day following such occurrence.


(c)           Commitment Termination Fee. On the date of any
termination of the Revolving Loan Commitment (whether as a result of the
occurrence of the Maturity Date, the termination of the Loan Agreement by
mutual agreement of Lender and Borrower, or otherwise), whether in whole or in
part, Borrower shall pay to Lender, in addition to any



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other amounts payable in
connection therewith, a commitment termination fee equal in amount to (x) if
such Revolving Loan Commitment termination occurs on or before March 31, 2010,
the Make-Whole Premium, (y) if such Revolving Loan Commitment termination
occurs after March 31, 2010, the product of (A) the Deemed Revolving Loan
Prepayment (as defined under “Redemption Fee” above) multiplied by (B) the
applicable termination fee percentage set forth below as in effect when the
Revolving Loan Commitment termination occurs:


	
  Period during which Revolving Loan
  Commitment Termination Occurs

  	
   

  	
  Applicable Termination Fee Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2010 through
  March 31, 2011

  	
   

  	
  8.00

  	
  %

  
	
  From and after April 1, 2011

  	
   

  	
  0

  	
  %

  



 


Such commitment termination
fee shall be in addition to the redemption fee payable under the section
entitled “Redemption Fee” above.


Interest Provisions:


(a)           Rate: The Principal Amount of this Promissory Note
shall bear interest for each day at a rate per annum equal to the Interest
Rate.


(b)           Maximum Lawful Rate: The term “Maximum Lawful Rate”
means the maximum lawful contractual rate of interest, and the term “Maximum
Lawful Amount” means the maximum lawful contractual amount of interest, that are
permissible and nonusurious under applicable state or federal law for the type
of loan evidenced by this Promissory Note and the other Loan Documents.


(c)           Usury Disclaimer:  All agreements between
Lender and Borrower, whether now existing or hereafter arising and whether
written or oral, are hereby limited so that in no contingency, whether by
reason of demand for payment or acceleration of the maturity hereof or any
other circumstance whatsoever, shall the interest contracted for, charged or
received by Lender exceed the Maximum Lawful Amount. If, from any circumstance
whatsoever, interest would otherwise be payable to Lender in excess of the
Maximum Lawful Amount, the interest payable to Lender shall be reduced to the
Maximum Lawful Amount; and if from any circumstance Lender shall ever receive
any interest in excess of the Maximum Lawful Amount, an amount equal to any
excessive interest shall be applied to the reduction of the Principal Amount
and not to the payment of interest, or if such excessive interest exceeds the
unpaid Principal Amount such excess shall be refunded to Borrower. All interest
paid or agreed to be paid to Lender shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full period until payment in full of the Principal Amount (including the period
of any renewal or extension hereof) so that the interest hereon for such full
period shall not exceed the Maximum Lawful Amount. For purposes of this
paragraph, the term interest shall include all considerations and amounts that
constitute interest under applicable usury law. This paragraph shall control
all agreements between Borrower and Lender.


(d)           Interest After Default:  All past due
installments of interest on this Promissory Note, and the unpaid balance of the
Principal Amount during the existence of any



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Default (including from and
after the occurrence of the Maturity Date), shall bear interest at a per annum
rate equal to the lesser of (i) the Default Interest Rate stated above and (ii)
the Maximum Lawful Rate.


Revolving Loan:


(a)           Indebtedness and Liens: This Promissory Note shall
evidence the Revolving Loan made under the Loan Agreement.  This
Promissory Note and all Loan Documents securing it and the liens and security
interests thereunder with respect to the Collateral shall remain in effect
until this Promissory Note is formally terminated in writing, and this
Promissory Note and such other Loan Documents, and liens and security interests
shall not otherwise be terminated by payment of all or any part of the
indebtedness hereby represented.  This Promissory Note is subject to and
is made pursuant to the terms of the Loan Agreement and the other Loan
Documents.


(b)           Evidence of Amount Outstanding: The books and
records of Lender relating to this Promissory Note will be evidence of the
amounts advanced, paid and owing hereunder.


Default Provisions:


(a)           Event of Default:  The occurrence of any Event
of Default under the Loan Agreement shall constitute an Event of Default
hereunder.


(b)           Remedies for an Event of Default:  If an Event of Default exists and is
continuing, Lender may, without notice or demand, declare the entire unpaid
Principal Amount and all accrued but unpaid interest thereon at once due and
payable, and exercise all rights and remedies available to Lender under the
Loan Documents and under applicable law, including but not limited to the
Uniform Commercial Code as in effect in any applicable jurisdiction.


(d)           Waiver by Borrower: Except as provided in this
Promissory Note, Borrower and all other parties liable for this Promissory Note
waive demand, presentment for payment, notice of nonpayment, protest, notice of
protest, grace, notice of dishonor, notice of intent to accelerate, notice of
acceleration, and diligence in collection.


(e)           Non-Waiver by Lender: Any previous extension of
time, forbearance, failure to pursue some remedy, or acceptance of partial
payment by Lender, before or after maturity, does not constitute a waiver by
Lender of the existence of any Event of Default nor of its right to strictly
enforce the collection of this Promissory Note according to its terms.


(f)            Other Remedies Not Required: Lender shall not be
required to first file suit, exhaust all remedies, or enforce its rights
against any security in order to enforce payment of this Promissory Note.


(g)           Joint and Several Liability: The Borrower and all
of the other parties liable for the payment of this Promissory Note, such as
guarantors, endorsers, and sureties, are jointly and severally liable for the
payment of this Promissory Note.



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(h)           Attorney’s Fees: If Lender requires the services of
an attorney to enforce the payment of this Promissory Note or the performance
of the other Loan Documents, or if this Promissory Note is collected through
any lawsuit, probate, bankruptcy, or other judicial proceeding, Borrower agrees
to pay Lender an amount equal to its reasonable attorney’s fees and other
collection costs. This provision shall be limited by any applicable statutory
restrictions relating to the collection of attorney’s fees.


Miscellaneous Provisions:


(a)           Collateral: This Promissory Note is secured by a
lien and security interest in all the Collateral.


(b)           Application of Payments: All payments on the
indebtedness evidenced by this Promissory Note and by any documents securing or
governing this Promissory Note, other than regularly scheduled payments, shall
be applied to such indebtedness in such order and manner as Lender may from
time to time determine in its absolute discretion.


(c)           Reserved.


(d)           Subsequent Holder: All references to Lender in this
Promissory Note shall also refer to any subsequent owner or holder of this
Promissory Note by transfer, assignment, endorsement or otherwise.


(e)           Transfer or Participation:  Borrower
acknowledges and agrees that Lender may, from time to time, transfer or sell
this Promissory Note to one or more transferees or participants. Borrower
authorizes Lender to disseminate any information it has pertaining to the loan
evidenced by this Promissory Note, including, without limitation, credit
information on Borrower, any of its principals and any guarantor of this
Promissory Note, to any such transferee or participant or prospective
transferee or participant.


(f)            Set-Off: Borrower agrees that Lender may exercise
Lender’s right of set-off to pay all or any part of the outstanding Principal
Amount and accrued interest, costs, attorney’s fees, and advances owed on this
Promissory Note against any obligation Lender may have, now or hereafter, to
pay money, securities or other property to Borrower. This includes, without
limitation:


(i)            any deposit account balance, securities account balance
or certificate of deposit balance (whether matured or unmatured) Borrower has
with Lender, whether general, special, time, savings, checking or NOW account;


(ii)           any money owing to Borrower on an item presented to Lender
or in Lender’s possession for collection or exchange; and


(iii)          any repurchase agreement or any other non-deposit
obligation or credit in Borrower’s favor.


Lender’s right of set-off may be exercised upon
Borrower’s default:


(i)            without prior demand or notice;



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(ii)           without regard to the existence or value of any Collateral
securing this Promissory Note; and


(iii)          without regard to the number or creditworthiness of any
other persons who have agreed to pay this Promissory Note.


Lender will not be liable
for dishonor of a check or other request for payment where there are
insufficient funds in the account (or other obligation) to pay such request
because of Lender’s exercise of Lender’s right of set-off. Borrower agrees to
indemnify and hold Lender harmless from any person’s claims and the costs and
expenses, including without limitation, attorneys’ fees, incurred as a result
of such claims or arising as the result of Lender’s exercise of Lender’s right
of set-off.


If any such money,
securities or other property is also owned by some other person who has not
agreed to pay this Promissory Note (such as another depositor on a joint
account) Lender’s right of set-off will extend to the amount which could be
withdrawn or paid directly to Borrower on Borrower’s request, endorsement or
instruction alone. In addition, where Borrower may obtain payment from Lender
only with the endorsement or consent of someone who has not agreed to pay this
Promissory Note, Lender’s right of set-off will extend to Borrower’s interest
in the obligation. Lender’s right of set-off will not apply to an account or
other obligation if it clearly appears that Borrower’s rights in the obligation
are solely as a fiduciary for another or to an account, which by its nature and
applicable law (for example an IRA or other tax deferred retirement account),
must be exempt from the claims of creditors. Borrower hereby appoints Lender as
Borrower’s attorney-in-fact and authorizes Lender to redeem or obtain payment
of any certificate of deposit in which Borrower has an interest in order to
exercise Lender’s right of set-off. Such authorization applies to any
certificate of deposit even if not matured. Borrower further authorizes Lender
to withhold any early withdrawal penalty without liability against Lender in
the event such penalty is applicable as a result of Lender’s set-off against a
certificate of deposit prior to its maturity.


(g)           Successors and Assigns: The provisions of this
Promissory Note shall be binding upon and for the benefit of the successors,
assigns, heirs, executors and administrators of Lender and Borrower.  Borrower may not assign any of its rights or
delegate any of its obligations under this Promissory Note (or any part
thereof).


(h)           Other Parties Liable:  All promises, waivers,
agreements and conditions applicable to Borrower shall likewise be applicable
to and binding upon any other parties primarily or secondarily liable for the
payment of this Promissory Note, including all guarantors, endorsers and
sureties.


(i)            Modifications: Any modifications agreed to by
Lender relating to the release of liability of any of the parties primarily or
secondarily liable for the payment of this Promissory Note, or relating to the
release, substitution, or subordination of all or part of the security for this
Promissory Note, shall in no way constitute a release of liability with respect
to the other parties or security not covered by such modification.


(j)            Borrower’s Address for Notice:  All notices
required to be sent by Lender to Borrower shall be sent by United States Mail,
postage prepaid, to Borrower’s Address for



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Notice stated on the first
page of this Promissory Note, until Lender shall receive written notification
from Borrower of a new address for notice.


(k)           Lender’s Address for Payment: All sums payable by
Borrower to Lender shall be paid at Lender’s Address for Payment stated on the
first page of this Promissory Note, until Lender shall notify Borrower of a new
address for payment.


(1)           CHOICE OF LAW AND VENUE;
JURY TRIAL WAIVER.


(i)            THIS PROMISSORY
NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST
LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT LENDER’S
OPTION BE INSTITUTED IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK OR, AT
THE LENDER’S OPTION, IN THE COURTS OF ANY OTHER JURISDICTION WHERE THE LENDER
ELECTS TO BRING SUCH SUIT, ACTION OR PROCEEDING OR WHERE ANY COLLATERAL MAY BE
FOUND, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE
BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE BORROWER AND EACH
SUBSIDIARY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE
BORROWER AT THE BORROWER’S ADDRESS FOR NOTICES SET FORTH IN OR DETERMINED
PURSUANT TO SECTION 12.01 OF THE LOAN AGREEMENT.


(ii)           BORROWER AND LENDER
EACH HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS PROMISSORY NOTE, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS.  BORROWER REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS
PROMISSORY NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


(m)          Time of Essence: Time is of the essence in Borrower’s
performance of all duties and obligations imposed by this Promissory Note.



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(n)           Business Use: Borrower represents and warrants to
Lender that the proceeds of this Promissory Note will be used solely for the purposes
permitted in the Loan Agreement.


	
  

  	
  THE WORNICK COMPANY, a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Larry L.
  Rose

  	
   

  
	
   

  	
   

  	
  Name: Larry L. Rose

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Wornick Company 

  
	
   

  	
   

  	
  Attention: Larry L. Rose 

  
	
   

  	
   

  	
  President and CEO 

  
	
   

  	
   

  	
  4700 Creek Road 

  
	
   

  	
   

  	
  Cincinnati, Ohio 45242

  



 



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