Exhibit
10.2


FIRST
AMENDMENT TO LOAN AGREEMENT


This
FIRST AMENDMENT TO LOAN AGREEMENT is
dated as of March 14, 2007 (this “Amendment”) among DDJ TOTAL RETURN
LOAN FUND, L.P. (the “Lender”), THE WORNICK COMPANY, a Delaware
corporation (the “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 (each, a “Subsidiary”, and, collectively, the “Subsidiaries”).


WHEREAS, the Borrower and the Subsidiaries are
parties to that certain Loan Agreement dated as of June 30, 2004 (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the “Loan Agreement”) with Texas State Bank (“TSB”), as initial
lender;


WHEREAS, pursuant to that certain Assignment
Agreement between the Lender and TSB, (a) TSB has assigned to the Lender
(i) all right, title and interest of TSB in and to the Revolving Loan and all
other Obligations under the Loan Documents and (ii) all security interests of
TSB and liens in favor of TSB on the Collateral and (b) the Lender has
succeeded to and assumed all of such rights and interests;


WHEREAS, the Borrower has failed to comply with
certain covenants set forth in the Loan Agreement and as a result, certain
Defaults are continuing under the Loan Agreement as of the date hereof;


WHEREAS, the Borrower has requested that the Lender
waive certain Defaults existing under the Loan Agreement as of the date hereof
and the Lender has agreed to waive such Defaults, subject to the terms and
conditions set forth herein; and


WHEREAS, the Borrower has requested and the Lender
has agreed to amend the Loan Agreement to, among other things, establish an
additional credit facility in favor of the Borrower in a maximum principal
amount of $10,000,000.


NOW,
THEREFORE, in
consideration of the foregoing and the agreements contained herein, the parties
agree that the Loan Agreement is hereby amended as follows:


1.             Capitalized
Terms.  Any capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Loan Agreement, as amended by this Amendment.


2.             Waiver
of Certain Defaults.  The Lender
hereby waives all Defaults and Events of Default continuing under the Loan
Documents as of the date hereof solely arising from the Borrower’s failure to
comply with the covenants set forth in (i) Section 7.12 of the Loan Agreement
but only with respect to the Borrower’s failure to pay all amounts due and/or
to observe and perform all covenants and agreements in material
Contracts, and other agreements,
with its trade creditors and vendors and (ii) Sections 7.17 and 7.19 of the
Loan Agreement (the Defaults and Events Default described in subsections (i)
and (ii) hereof, collectively, the “Waived Defaults”).  Nothing herein shall be construed as a waiver
of any other or future Events of Default or any rights or remedies that may be
available to the Lender in respect of any such other or future Events of
Default, all of which rights and remedies are hereby expressly reserved.













 


3.             Amendments
to Loan Agreement.


(a) Amendment
of Certain Defined Terms. 
Section 1.01 of the Loan Agreement is hereby amended by (i)
deleting the defined terms “Advance”, “Borrowing Base” and “Computation
Date”  and replacing each such defined term in its entirety with the
new definition of such term set forth below, and (ii) adding the following new
defined terms, all as more fully set forth below:


“Advance”
or “Advances” shall mean the disbursement or disbursements of a sum or
sums loaned or to be loaned by Lender to Borrower as part of the Revolving Loan
under Section 2.01(a).


“Borrowing
Base” shall mean, as of any date of determination, the result (determined
in accordance with GAAP) of (i) 85% of the net book value of Accounts
Receivable of the Borrower and the Subsidiaries plus (ii) 65% of the net
book value of Inventory of the Borrower and the Subsidiaries, minus
(iii) $1,000,000.


“Change
of Control” shall mean (i) the failure of TWC to own all of the issued and
outstanding shares of common stock of the Borrower, (ii) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934, as amended, and
the rules of the Securities and Exchange Commission thereunder as in effect on
the First Amendment Effective Date) other than Permitted Holders of shares
representing more than 50% of the aggregate ordinary voting power represented
by the issued and outstanding capital stock of TWC and (iii) the occupation of
a majority of seats (other than vacant seats) on the Board of Directors (or
similar governing body) of TWC by Persons who were neither nominated by such
Board of Directors as it was constituted on the First Amendment Effective Date
or appointed or nominated by directors so nominated.


“First
Amendment” shall mean the First Amendment to Loan Agreement dated as of
March 14, 2007, amending this Agreement.


“First
Amendment Effective Date” shall mean the date on which the First Amendment
shall have become effective in accordance with its terms.


“Material
Adverse Change” shall mean (a) a material adverse change in the business,
results of operations, assets, condition (financial or otherwise) or prospects
of the Borrower and the Subsidiaries, taken as a whole, (b) a material
impairment of the Borrower’s or any of its Subsidiaries’ ability to perform its
obligations under the Loan Documents to which it is a party or of the Lender’s
ability to enforce the Obligations or realize upon the Collateral, or (c) a
material impairment of the enforceability or priority of the Lender’s liens
with respect to the Collateral.


“Permitted
Holders” shall mean Veritas Capital Management II, L.L.C. and any affiliate
thereof.


“Person”
shall mean natural persons, corporations, limited liability companies, limited
partnerships, general partnerships, limited liability partnerships, joint
ventures, trusts, land trusts, business trusts, or other organizations,
irrespective of 



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whether
they are legal entities, and governments and agencies and political
subdivisions thereof.


“Revolving
Loan Obligations” shall mean all Obligations of the Borrower and the
Subsidiaries in respect of the Revolving Loan, including, without limitation,
the obligation to make payments of principal, interest, fees and other amounts
under this Agreement and under the Revolving Note.  The “Revolving Loan Obligations” shall
constitute a portion of the “Obligations”.


“Term
Loan” shall mean a term loan made by the Lender to the Borrower in the
original principal amount of $10,000,000 pursuant to Section 2.01(b) hereof,
and all renewals, extensions, modifications and increases, if any, thereof.


“Term
Loan Obligations” shall mean all obligations of the Borrower and the Subsidiaries
in respect of the Term Loan, including, without limitation, the obligation to
make payments of principal, interest, fees and other amounts under this
Agreement and under the Term Note.  The “Term
Loan Obligations” shall constitute a portion of the “Obligations”.


“Term
Note” shall mean that certain Term Loan Promissory Note dated March 14,
2007 issued by the Borrower to the Lender in the original principal amount of
up to $10,000,000 and evidencing the Term Loan, which Term Note shall
constitute one of the “Loan Documents”.


“TSB”
shall mean Texas State Bank, a Texas banking corporation.


(b) Amendment
to Definition of Obligations.  The
definition of “Obligations” set forth in Section 1.01 of the Loan
Agreement is hereby amended by inserting the following sentence at the end of
such definition:


“For
the avoidance of doubt, the term “Obligations” shall include all Revolving Loan
Obligations and all Term Loan Obligations.”


(c) Deletion
of Definitions.  The definitions of “Daily
Administrative Fee,” “Eligible Accounts Receivable” and “Eligible
Inventory” are hereby deleted in their entirety.


(d) Amendment
to Section 2.01.  Section 2.01 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section  2.01        Loans.


(a)           Revolving
Loan.  Subject to the terms and
conditions of this Agreement, Lender agrees to make the Revolving Loan in
accordance with the terms of this Agreement and the Revolving Note.  The aggregate principal amount of (i) the
Revolving Loan shall not at any time exceed $15,000,000, and (ii) the Revolving
Loan and the Term Loan shall not at any time exceed the least of (i)
$25,000,000, (ii) the Borrowing Base and (iii) the Maximum Amount.  Each Advance will be accompanied by a Draw
Request (hereinafter defined), duly tendered as required by Section 2.03
hereof, and accompanied 



 3
 









by
such documentation as Lender may require.  At the time of each
Advance made under or pursuant to this Agreement, Borrower shall immediately
become indebted to Lender for the amount of such Advance and interest shall
accrue on such Advance from the date of the Advance.


(b)           Term Loan. 
On the First Amendment Effective Date, the Lender agrees to fund the
entire amount of the Term Loan to the Borrower in accordance with and subject
to the terms set forth herein and in the Term Note.  At the time of the making of the Term Loan,
Borrower shall be deemed to have certified to Lender that the Term Loan is
permitted to be incurred under the Indenture.


(c)           Maximum Principal Amount of Obligations.  Notwithstanding anything to the contrary set
forth herein or in any other Loan Document, the outstanding principal amount of
the Obligations shall not at any time exceed the least of (i) $25,000,000, (ii)
the Borrowing Base and (iii) the Maximum Amount.


(e) Amendments
to Section 2.03.  Section 2.03 of the
Loan Agreement is hereby amended by deleting subsection (a) of such Section in
its entirety and replacing it with the following:


“(a)         The
outstanding principal amount of (i) the Revolving Loan Obligations, plus the
amount of the requested Advance, shall not exceed $15,000,000 and (ii) the
Obligations, plus the amount of the Requested Advance, shall not exceed the
least of (x) $25,000,000, (y) the Borrowing Base and (z) the Maximum Amount.”


(f)  Amendment
to Section 2.04.  Section 2.04 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 2.04         Optional Prepayments.  Subject to the terms and conditions set forth
in the Revolving Note, Borrower may at any time pay or prepay without premium
or penalty all or a part of any Revolving Loan Obligation. Partial prepayments
shall be applied first to accrued unpaid interest and then to the principal
balance outstanding on the Revolving Loan Obligation for which the voluntary prepayment
is tendered.  Principal amounts prepaid on any Revolving Loan Obligation,
can be re-borrowed by Borrower, subject to Section 2.03 hereof.  All prepayments of the Term Loan Obligations
shall be subject to the terms and conditions set forth in the Term Note.”


(g) Amendment
to Section 2.06.  Section 2.06 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 2.06         Interest Rates on the Obligations. 
The principal amount of all Revolving Loan Obligations shall bear interest in
accordance with the terms of the Revolving Note.  The principal amount of
all Term Loan Obligations shall bear interest in accordance with the terms of
the Term Note.  In no event shall
interest on any Obligation ever exceed the maximum lawful contractual amount of
interest that is



 4
 









permissible and nonusurious under applicable
state or federal law for the type of loan evidenced by such Obligation.”


(h) Amendment
to Section 2.07.  Section 2.07 is
hereby deleted in its entirety and replaced with the following:


“Section 2.07         Payment Terms — Obligations. 
(a)  Principal and interest in respect of the Revolving Loan Obligations
shall be payable in accordance with the terms of the Revolving Note, Article 3
hereof and the other provisions of this Agreement applicable thereto.


(b)  Principal and
interest in respect of the Term Loan Obligations shall be payable in accordance
with the terms of the Term Note, Article 3 hereof and the other provisions of
this Agreement applicable thereto.


(i)  Amendment
to Section 2.08.  Section 2.08 is
hereby deleted in its entirety and replaced with the word “[Reserved]”.


(j)  Amendment
to Section 3.02.  Section 3.02 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 3.02         Obligation to Repay Excess.
Notwithstanding anything to the contrary set forth herein or in any Loan
Document, if at any time the outstanding principal balance of (i) the Revolving
Loan Obligations shall exceed $15,000,000 or (ii) the Obligations shall exceed the
least of (x) $25,000,000, (y) the Borrowing Base and (z) the Maximum Amount,
the Borrower shall notify the Lender of such fact in writing, immediately after
acquiring knowledge of such excess, and shall immediately pay to the Lender the
entire amount of such excess, which amount shall be applied by the Lender, first,
to prepay the outstanding principal amount of the Revolving Loan Obligations, second,
to prepay the outstanding principal amount of the Term Loan Obligations, and third,
to repay any other outstanding Obligations.”


(k) Amendment
to Section 3.04.  Section 3.04 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 3.04         Payment of Interest and Principal on
Obligations. Borrower shall pay to Lender interest on the aggregate unpaid
principal balance of all Obligations from time to time outstanding, for the
actual period funds represented by the Obligations are outstanding, at
the  annual interest rate (computed based on the actual number of days elapsed
over a 360 day year) and at the times provided for in the Revolving Note or the
Term Note, as applicable.”


(l)  Amendment
to Section 3.05.  Section 3.05 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 3.05         Payment of Annual Commitment Fee. 
Borrower shall pay Lender an Annual Commitment Fee on June 30 of each
calendar year, beginning June 30, 2007, and annually thereafter through
and including June 30, 2010.”



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(m) Amendment
to Section 3.06.  Section 3.06 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 3.06         Manner and Place of Payments.
All payments and prepayments of principal and/or interest on the Obligations
and all payments of fees and other obligations hereunder shall be made in
immediately available funds, and shall be made to Lender at its office at 130
Turner Street, Waltham, Massachusetts, or at such other addresses and/or to
such loan account or accounts as Lender may notify Borrower in writing from time
to time.  Borrower and  the Subsidiaries hereby authorize Lender to
debit from time to time against all Deposit Accounts of Borrower and the
Subsidiaries with Lender the amount (in the aggregate) necessary  to fund
any amount due from Borrower on any of the Obligations.  Whenever payment
is to be made on a day other than a Business Day, such payment shall be made on
the next succeeding Business Day, and such extension of time shall in such case
be included in the computation of payment of interest.”


(n) Amendment
to Section 5.01.  The last sentence
of Section 5.01 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:


“All Advances shall be made
by the Lender depositing the proceeds thereof into the Borrower’s Deposit Account
maintained with TSB (or any other bank account or accounts designated by the
Borrower and approved by the Lender from time to time) upon such Borrowing
Dates as Borrower may request in accordance with Section 2.03 hereof.”


(o) Addition
of Section 6.16.  Article 6 of the
Loan Agreement is hereby amended by inserting the following as a new Section
6.16 immediately after Section 6.15:


“Section 6.16         Ranking of Obligations.  The Obligations constitute, and all times
after the date hereof will constitute, indebtedness permitted under Section 4.7
of the Indenture, and “Credit Facility Indebtedness”, as such term is defined
in the Intercreditor Agreement.”


(p) Amendment
to Sections 7.08, 7.09, 7.10 and 7.11. 
Sections 7.08, 7.09, 7.10 and 7.11 of the Loan Agreement are hereby
deleted in its entirety and replaced with the following:


“Section 7.08         Financial Statements and Other
Information.  The Borrower will
furnish to the Lender:


(a)           promptly after the sending or filing thereof, as the case
may be, copies of any financial statements, proxy statements, or reports which
the Borrower or any Subsidiary has made available to the holders of its
Ownership Interests and copies of any regular, periodic and special reports or
registration statements which the Borrower or any Subsidiary files with the
Securities and Exchange Commission or any governmental authority which may be
substituted therefor, or any national securities exchange; and


(b)           promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Borrower and 



 6
 









the Subsidiaries, or compliance with the
terms of this Agreement, as the Lender may reasonably request.


Section 7.09           Notices and Other Information
Under the Indenture.  Simultaneously with
the delivery thereof by the Borrower, and promptly following receipt thereof by
the Borrower, a copy of each notice, certificate, report, financial statement
or other document or instrument given or received by the Borrower under the
Indenture.


Section 7.10           Daily Borrowing Base Reporting.  As soon as available, and in any event prior
to 12 p.m. (noon) Eastern Standard Time on each Business Day, and at such other
times as may be necessary to re-determine availability of Advances hereunder or
as may be requested by the Lender, Borrower will, and will cause each 
Subsidiary to, furnish to Lender (or will cause to be furnished to Lender) a
certificate certifying as to the amount of and calculation of the Borrowing
Base as of the close of business on the immediately preceding Business Day (or
such other date as the Lender may request), together with all supporting
information in connection therewith and such additional reports with respect to
the Borrowing Base as the Lender may reasonably request.


 Section 7.11          Cash Budgets.  (a)  As
soon as available, and in any event no later than five (5) Business Days prior
to each month-end, a cash budget for the Borrower and its Subsidiaries for the
immediately following month, which cash budget shall be satisfactory in form,
scope and substance to the Lender, and shall have been approved by the Lender,
in its sole discretion.  The Lender may
at any time notify the Borrower that it no longer wishes to receive such cash
budgets from Borrower on a going forward basis and, upon giving of such notice,
the Borrower shall cease delivering such cash budgets to the Lender until such
time as the Borrower is instructed to the contrary by the Lender.


(b)           Borrower shall, and shall cause each of its Subsidiaries
to, adhere to the most current cash budget delivered to and approved by the
Lender pursuant to subsection (a) above, provided, however, that
the provisions of this Section 7.11(b) shall not apply in respect of any month
for which the Borrower is not required to deliver a cash budget pursuant to the
provisions of Section 7.11(a) above.”


(q) Amendment
to Section 7.15.  Section 7.15 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 7.15         Expenses and Legal Fees.  Borrower and the Subsidiaries will pay all
reasonable out-of-pocket expenses arising in connection with this Agreement and
the other Loan Documents, the enforcement hereof and thereof, any amendment of
this Agreement or any Loan Documents, and the Closing of the transactions contemplated
hereby including, but not limited to, all legal fees and expenses incurred by
Lender in connection with the Term Loan, the Term Loan Obligations, the
Revolving Loan and any Advances on any Borrowing Date hereunder with respect to
any Revolving Loan Obligation.  All such
expenses shall be paid by Borrower and its Subsidiaries within ten (10) days
after written demand by Lender.  Any and
all payments made hereunder, or under any instruments evidencing the 



 7
 









Obligations,  shall be made free and
clear of any present or future taxes, withholdings, or other deductions
whatsoever.


(r)  Amendment
to Section 7.17.  Section 7.17 of the
Loan Agreement is hereby deleted in its entirety and replaced with the word “[Reserved].”


(s) Amendment
to Section 7.19.  Section 7.19 of the
Loan Agreement is hereby deleted in its entirety and replaced with the word “[Reserved].”


(t)  Amendment
to Section 7.20.  Section 7.20 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 7.20         Depository.  Borrower and each Subsidiary will maintain
all their Deposit Accounts and Cash with TSB or any other bank approved by the
Lender and as to which such bank has entered into a deposit account control
agreement satisfactory in form and substance to the Lender.”


(u) Amendment
to Section 10.01.  (a)     Subsection (b) of Section 10.01 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:


“(b)         The breach or other
failure of Borrower, TWC and each Subsidiary to punctually and properly
observe, keep and perform each of its covenants and agreements contained in
this Agreement (including, without limitation, the covenants and agreements
contained in Articles 7 and 8 hereof), or the failure by Borrower, TWC and each
Subsidiary to comply with any of the other terms or conditions specified herein
or in any of the other Loan Documents and, other than in the case of any such
breach or failure with respect to the covenants and agreements contained in
Articles 7 and 8 hereof or the covenants and agreements to which Section
10.01(a) is applicable, the continuation of such breach or failure for ten (10)
days.”


(b)         Section
10.01 of the Loan Agreement is hereby further amended by inserting the
following as new subsections (q) and (r) at the end thereof:


“(q)             The occurrence of a Change of Control.


(r)                The occurrence of a Material Adverse Change.”


(v) Amendment
to Section 12.01.  Section 12.01 of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


“Section 12.01       Notices.  (a) All notices or other communications
required or permitted to be given pursuant to the provisions of this Agreement
shall be in writing and shall be deemed given (i) upon deposit with United
States Postal Service, if mailed by first class United States mail, postage
prepaid, by registered or certified mail with return receipt requested or (ii)
upon transmission thereof, if sent by telecopier to the facsimile numbers set
forth in or determined pursuant to this Section 12.01.  Notice given in any other manner shall be
effective only if and when received by the addressee.



 8
 









 


(b)           For purposes of notice, the addresses
and other notice information of Borrower and each Subsidiary shall be as set
forth below the signature lines at the end of this Agreement and the address of
the Lender shall be as set forth below:


	
  Notice Address:

  	
   

  	
  DDJ Total Return Loan Fund, L.P.

  
	
   

  	
   

  	
  c/o DDJ Capital Management, LLC

  
	
   

  	
   

  	
  130 Turner Street

  
	
   

  	
   

  	
  Builidng 3, Sutie 600

  
	
   

  	
   

  	
  Waltham, MA 02453

  
	
   

  	
   

  	
  Facsimile: 781-283-7555

  
	
   

  	
   

  	
  Attention:
  Jackson Craig

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DDJ Capital
  Management, LLC

  
	
   

  	
   

  	
  130 Turner Street

  
	
   

  	
   

  	
  Builidng 3, Sutie 600

  
	
   

  	
   

  	
  Waltham, MA 02453

  
	
   

  	
   

  	
  Facsimile: 781-283-8541

  
	
   

  	
   

  	
  Attention: Joshua McCarthy

  



 


(c)           Any party to this Agreement shall
have the right to change its address and other notice information by the giving
of prior written notice thereof to the other party in the manner set forth
hereinabove.”


(w)          Amendment
to Section 12.06.  Section 12.06 of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


4.             “Section 12.06       CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.


i.              THE VALIDITY OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE
CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE
RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


ii.             THE BORROWER AND EACH
SUBSIDIARY AGREE THAT ALL SUITS, ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE BROUGHT BY THE LENDER
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 



 9
 









COLLATERAL MAY BE FOUND.  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.


iii.            THE BORROWER, EACH
SUBSIDIARY AND THE LENDER HEREBY WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM  NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT
IN ACCORDANCE WITH THIS SECTION 12.06.


iv.            THE BORROWER AND EACH
SUBSIDIARY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS.  THE BORROWER, EACH SUBSIDIARY
AND THE LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  IN THE EVENT OF LITIGATION, A
COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.”


(x)   Amendment to Article 13.  Article 13 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:


“ARTICLE 13.


Indemnification; Limitation of Liability


Section 13.01 
Indemnification; Limitation of Liability. The Borrower and each
Subsidiary shall indemnify and hold harmless the Lender and each of its
affiliates and each of their respective officers, directors, members, partners,
employees, agents, advisors, attorneys and representatives (each, an “Indemnified
Party”) from and against any and all claims, damages, losses, liabilities
and expenses (including, without limitation, reasonable fees and disbursements
of counsel), joint or several, that may be incurred by or asserted or awarded
against any Indemnified Party (including, without limitation, in connection
with or relating to any investigation, litigation or proceeding or the
preparation of any defense in connection therewith), in each case arising out
of or in connection with or by reason of the Revolving Loan, the Term Loan, the
Loan Documents or any of the transactions contemplated thereby, or any actual
or proposed use of the proceeds of the Revolving Loan or the Term Loan, except
to the extent such claim, damage, loss, liability or expense is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted primarily from such Indemnified Party’s gross negligence, bad faith or
willful misconduct.  In the event of an
investigation, litigation or other proceedings to which the indemnity in this
Section 8 applies, such indemnity will be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower, any
Subsidiary, any of their directors, security holders or creditor, an
Indemnified Party or any other person, or an Indemnified Party is otherwise a
party thereto and whether or not the 



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transactions contemplated by
the First Amendment and the Loan Agreement, as amended by the First Amendment,
are consummated.  The Borrower and each
Subsidiary further agree that no Indemnified Party will have any liability
(whether direct or indirect, in contract, tort, or otherwise) to the Borrower
and any Subsidiary or any of their security holders or creditors for or in
connection with the transactions contemplated by the First Amendment and the
Loan Agreement, as amended by the First Amendment, except for direct damages
(as opposed to special, indirect, consequential or punitive damages (including,
without limitation, any loss of profits, business or anticipated savings)) determined
in a final non-appealable judgment by a court of competent jurisdiction to have
resulted primarily from such Indemnified Party’s gross negligence, bad faith or
willful misconduct.”


(y)  Amendment to Revolving
Note.  The Revolving Note is hereby
amended and restated in its entirety in the form attached as Annex A
hereto.”


5.             Confirmation
of Security Documents and Guaranty.


(a)           The Borrower and each Subsidiary hereby ratifies and
confirms all of the terms and provisions of the Security Agreement, the Pledge
Agreement and all other documents evidencing or governing the Lender’s security
interests in the Collateral (collectively with the Security Agreement and the
Pledge Agreement, the “Security Documents”) and acknowledges and
confirms that the Obligations of the Borrower and each Subsidiary to the Lender
under the Loan Agreement, as amended hereby, and the other Loan Documents
(including, without limitation, the Revolving Note and the Term Note),
constitute “Obligations” under the Security Documents, secured by the
Collateral.


(b)           Each Subsidiary hereby confirms and agrees that all
indebtedness, obligations and liabilities of the Borrowers under the Loan
Agreement as amended hereby, whether any such indebtedness, obligations and
liabilities are now existing or hereafter arising, due or to become due, actual
or contingent, or direct or indirect, constitute “Obligations” under and as
defined in the Loan Agreement and, subject to the limitation set forth therein,
are guarantied by and entitled to the benefits of the Guaranty.  Each Subsidiary hereby ratifies and confirms
the terms and provisions of the Guaranty and agrees that all of such terms and
provisions remain in full force and effect.


6.             No
Default; Representations and Warranties, etc.  The Borrower and each Subsidiary hereby
confirms that, after giving effect to this Amendment and the waivers provided
for herein, (a) the representations and warranties of the Borrower and its
Subsidiaries contained in Article 6 of the Loan Agreement and the other Loan Documents
are true and correct on and as of the date hereof as if made on such date
(except to the extent that such representations and warranties expressly relate
to an earlier date, in which event such representations and warranties are true
and correct on and as of such earlier date); (b) except for the Waived
Defaults, the Borrower and its Subsidiaries are in compliance with all of the
terms and provisions set forth in the Loan Agreement on their part to be
observed or performed thereunder; and (c) except for the Waived Defaults and as
otherwise previously disclosed to the Lender, no Default or Event of Default
has occurred and is continuing.


7.             Conditions
to Effectiveness.  The effectiveness
of this Amendment shall be subject to the satisfaction of the following
conditions precedent:


(a)           Counterparts of Amendment.  The Lender shall have received counterparts
of this Amendment duly executed by the Borrower and each Subsidiary.



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(b)           Term Note.  The Lender shall have received the Term Note,
duly executed by the Borrower, evidencing the Term Loan.


(c)           Revolving Note.  The Lender shall have received the Revolving
Note in the form attached as Annex A hereto, duly executed by the
Borrower, evidencing the Revolving Loan Obligations.


(d)           Corporate Documents.  The Lender shall have received such
documents, instruments and certificates as the Lender or its counsel may
reasonably request relating to the Loan Documents and any other legal matters
relating to the Borrower and its Subsidiaries (including board of director
resolutions and evidence of the incumbency of officers), the Loan Agreement, as
amended by this Amendment, and the other Loan Documents.


(e)           Opinion of Counsel.  The Lender shall have received a written
opinion of Gary, Thomasson, Hall & Marks, counsel to the Borrower and its
Subsidiaries, dated the date of such effectiveness, in form and substance
reasonably satisfactory to the Lender, and covering such matters as the Lender
may reasonably request.


(f)            Other Documents.  The Lender shall have received such other
certificates, instruments and documents as the Lender shall have reasonably
requested.


(g)           Fees.  The Lender shall have received all fees
required to be paid to Lender on or prior to such date of effectiveness,
including, without limitation, the fees required to be paid on or prior to such
date under the Term Note and the Revolving Note.


8.             Miscellaneous.


(a) Except to
the extent specifically amended hereby, the Loan Agreement, the Loan Documents
and all related documents shall remain in full force and effect.  Whenever the terms or sections amended hereby
shall be referred to in the Loan Agreement, Loan Documents or such other
documents (whether directly or by incorporation into other defined terms), such
defined terms shall be deemed to refer to those terms or sections as amended by
this Amendment.


(b) This
Amendment may be executed in any number of counterparts, each of which, when
executed and delivered, shall be an original, but all counterparts shall
together constitute one instrument.


(c) This Amendment
shall be governed by the laws of the State of New York, and shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


(d) The
Borrower and its Subsidiaries agree to pay all reasonable costs and expenses,
including legal fees and disbursements, incurred by the Lender in connection
with this Amendment and the transactions contemplated hereby.


[Signature
pages follow.] 



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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment which shall be deemed to be a
sealed instrument as of the date first above written.


	
  

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LARRY L. ROSE

  
	
   

  	
  Name: Larry L. Rose

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY 

  
	
   

  	
  DIVISION, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LARRY L. ROSE

  
	
   

  	
  Name:  Larry
  L. Rose

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RIGHT AWAY MANAGEMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LARRY L. ROSE

  
	
   

  	
  Name: Larry L. Rose

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY 

  
	
   

  	
  DIVISION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LARRY L. ROSE

  
	
   

  	
  Name: Larry L. Rose

  
	
   

  	
  Title: President

  



 











 


	
  

  	
  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 J. BRENZZANO

  
	
   

  	
  Name: David J. Brenzzano

  
	
   

  	
  Title: Member

  



 











 


Annex
A


Form of Revolving Note