Exhibit 10.01


 


SIXTH
AMENDED FORBEARANCE AGREEMENT


 


This SIXTH AMENDED
FORBEARANCE AGREEMENT (this “Sixth Amended Forbearance
Agreement”), is dated as of January 7, 2008, 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, the Second Amendment dated as of November 13,
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 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 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 pursuant to which the Forbearance Period was extended through October 29,
2007.


 


G.            The Company, the Lender and the
Subsidiaries entered into a Fourth Amended Forbearance Agreement dated as of October 30,
2007 (the “Fourth Amended Forbearance Agreement”)
pursuant to which the Forbearance Period was extended through December 3,
2007.


 


H.            The Company, the Lender and the
Subsidiaries entered into a Fifth Amended Forbearance Agreement dated as of December 3,
2007 (the “Fifth Amended Forbearance Agreement”)
pursuant to which the Forbearance Period was extended through January 7 ,
2008.


 


I.              The Forbearance Period (as defined
in the Fifth Amended Forbearance Agreement) under the Fifth Amended Forbearance
Agreement will expire on January 8, 2007 and


 


 


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the Company and Subsidiaries
have asked the Lender to further extend the Forbearance Period through February 5,
2008.


 


J.             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
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.  On October 30, 2007, the
Company and the Subsidiaries entered into a Fourth Amended and Restated
Forbearance Agreement with the Noteholders (the “Fourth
Amended Noteholder Forbearance Agreement”) pursuant to which the
Forbearance Period (as defined in the Fourth Amended Noteholder Forbearance
Agreement) was extended through December 5, 2007.  On December 3, 2007, the Company and the
Subsidiaries entered into a Fifth Amended and Restated Forbearance Agreement
with the Noteholders (the “Fifth Amended Noteholder
Forbearance Agreement”) pursuant to which the Forbearance Period
(as defined in the Fifth Amended Noteholder Forbearance Agreement) was extended
through January 9, 2008.


 


K.            The Company and the Subsidiaries
have advised the Lender that the Company, the Subsidiaries and the Noteholders will,
simultaneously with the execution of this Sixth Amended Forbearance Agreement,
amend and restate the Fifth 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 February 8,
2008, 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 “Sixth
Amended Noteholder Forbearance Agreement”).


 


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


 


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ARTICLE
I

DEFINITIONS


 


1.1          Defined Terms.


 


(a)           Capitalized terms that are
defined in this Sixth Amended Forbearance Agreement shall have the meanings
ascribed to such terms in this Sixth Amended Forbearance Agreement. All other
capitalized terms shall have the meanings ascribed in the Loan Agreement.
Unless the context of this Sixth 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 Sixth Amended
Forbearance Agreement constitutes a “Loan Document” as defined in the Loan
Agreement.


 


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


 


ARTICLE
II

FORBEARANCE AND AMENDMENT TO LOAN AGREEMENT


 


2.1          Forbearance; Forbearance Default
Rights and Remedies.


 


(a)           Effective as of the Sixth
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 the Events of
Default resulting solely from the Company’s failure to make the scheduled interest
payments due under the Notes on July 15, 2007 and January 15, 2008
(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 Sixth 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 Sixth 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 the Events of Default resulting from the Company’s
failure to make the scheduled interest payments due under the Notes on July 15,
2007 and January 15, 2008), and (iii) nothing herein shall restrict,
impair or otherwise affect the exercise of the Lender’s rights under this Sixth
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


 


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met solely because of the
occurrence and continuance of any Specified Default or the Events of Default
resulting solely from the Company’s failure to make the scheduled interest
payments due under the Notes on July 15, 2007 and January 15, 2008 is
hereby waived.


 


(b)           As used herein, the term “Forbearance Period” shall mean the
period beginning on the Sixth 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 Sixth 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) February 6,
2008.  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 payments due under the Notes on July 15, 2007 and January 15,
2008, (B) the delivery of any written notice by the Noteholders to the
Company terminating the Sixth Amended Noteholder Forbearance Agreement, and/or
the Forbearance Period (as defined in the Sixth Amended Noteholder Forbearance
Agreement) as a result of the occurrence and continuation of any Forbearance
Default (as defined in the Sixth Amended Noteholder Forbearance Agreement) or
any other termination of the Sixth Amended Noteholder Forbearance Agreement, (C) the
delivery of any Indenture Payment Notice (as defined in Section 2.3 below)
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 Sixth Amended
Forbearance Agreement, (E) the failure of any representation or warranty
made by the Company or any Subsidiary under this Sixth 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 Sixth Amended
Noteholder Forbearance Agreement; (G) the execution of any amendment or
modification to the Sixth 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 Sixth
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 the
Events of Default resulting solely from the Company’s failure to make the
scheduled interest payments due under the Notes on July 15, 2007 and January 15,
2008 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


 


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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 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          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 2.2 shall constitute compliance with Sections
7.11 and 7.21 of the Loan Agreement and the Company’s failure to comply with
this Section 2.2 shall constitute an Event of Default.  Pursuant to the foregoing, the Lender hereby
instructs the Company not to deliver to the Lender the written report
contemplated in Section 7.21 of the Loan Agreement with respect to the January 15,
2008 scheduled interest payment.


 


2.3          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.


 


2.4          Effectiveness.  This Sixth Amended Forbearance Agreement
shall become effective as of the first date (the “Sixth
Amended Forbearance Effective Date”) on which each


 


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of the following conditions
is satisfied and evidence of its satisfaction has been delivered to counsel to
the Lender:


 


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


 


(b)           the Lender shall have
received the Sixth 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 February 7, 2008, and such Sixth 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 Sixth 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 Sixth
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 Sixth Amended Forbearance
Agreement, and will be on the Sixth 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 Sixth 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;


 


 


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(iii)          do not and will not (A) contravene its certificate of
incorporation or by-laws or limited partnership or other constituent documents,
as 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 Sixth
Amended Forbearance Effective Date will have been obtained or made and copies
of which prior to the Sixth Amended Forbearance Effective Date will have been
delivered to the Lender and each of which on the Sixth Amended Forbearance
Effective Date will be in full force and effect.


 


(d)           This Sixth Amended
Forbearance Agreement has been duly executed and delivered by the Company and
each of the Subsidiaries.  Each of this
Sixth 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 Sixth Amended Forbearance Effective Date, the Company shall file
this Sixth Amended Forbearance Agreement and the Sixth 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 the Events of Default resulting
solely from the Company’s failure to make the scheduled interest payments due
under the Notes on July 15, 2007 and January 15, 2008 or (ii) the
occurrence of a Forbearance Default (as defined in the Sixth Amended Noteholder
Forbearance Agreement).


 


3.2          Survival.  The representations and warranties in Section 3.1
shall survive the execution and delivery of this Sixth Amended Forbearance
Agreement and the Sixth 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 Sixth Amended
Forbearance Agreement, each of the Company and the


 


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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 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 Sixth 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 Sixth 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 Sixth 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
Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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, Section 2.2 shall survive the termination of this Sixth Amended
Forbearance Agreement.


 


6.3          Governing Law.  This Sixth 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 Sixth Amended Forbearance Agreement are inserted for convenience only and
will not affect in any way the meaning or interpretation of this Sixth Amended
Forbearance Agreement.


 


6.5          Counterparts.  This Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Amended Forbearance Agreement or any of its rights,
interests or obligations hereunder.  All
of the terms, agreements, covenants, representations, warranties and conditions
of this Sixth 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 Fifth Amended Forbearance Agreement, dated as of December 3,
2007, by and among the Lender, the Company and the Subsidiaries is amended and
restated by this Sixth Amended Forbearance Agreement.


 


6.11        Entire Agreement.  This Sixth 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 Sixth 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/
  Jackson S. Craig

  
	
   

  	
   

  	
  Name:

  	
  Jackson
  S. Craig

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joshua L. McCarthy

  
	
   

  	
   

  	
  Name:

  	
  Joshua
  L. McCarthy

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 


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.


 


12