EXHIBIT 10.02


SIXTH AMENDED AND RESTATED FORBEARANCE AGREEMENT


 


This Sixth Amended and Restated Forbearance Agreement
is made, and is effective, as of January 7, 2007 (“Sixth Amended
Forbearance Agreement”), and amends and restates that certain Fifth Amended
Forbearance Agreement (defined below) by and among The Wornick Company (the “Company”),
Right Away Management Corporation, The Wornick Company Right Away Division and
The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and
collectively, the “Subsidiaries”), the holders of the Company’s 10.875%
Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to
that certain Indenture, dated as of June 30, 2004 (as amended, modified,
supplemented or amended and restated from time to time, the “Indenture”),
that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,”
and together with the Company, the “Parties”) and U.S. Bank National
Association, as indenture trustee (the “Indenture Trustee”) under the
Indenture, solely with respect to Sections 3(b)(i) and 14 hereof.


 


RECITALS


 


WHEREAS, the Noteholders collectively hold 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 that are
outstanding;


 


WHEREAS, each of the Noteholders (other than DDJ Total
Return Loan Fund, L.P.; B IV Capital Partners, L.P.; DDJ High Yield Fund; GMAM
Investment Funds Trust II, for the account of the Promark Alternative High
Yield Bond Fund 


 


 

















 


(Account No. 7M2E);
GMAM Investment Funds Trust; General Motors Welfare Benefit Trust (VEBA); GMAM
Investment Funds Trust II, for the account of the Promark Alternative High
Yield Bond Fund (Account No. 7MWD); DDJ Capital Management Group Trust;
Stichting Pensioenfonds Hoogovens; The October Fund, Limited Partnership;
DDJ/Ontario Credit Opportunities Fund, L.P.; and Multi-Style, Multi-Manager
Funds PLC The Global High Yield Fund (collectively, “DDJ”)), is a member
of the unofficial group of holders of the Notes (the “Noteholder Group”),
which collectively holds a majority in principal amount of the Notes;


 


WHEREAS, the Company, the Subsidiaries and DDJ
Total Return Loan Fund, L.P. (as assignee of Texas State Bank; in such
capacity, “Lender”) are parties to that certain Loan Agreement, dated as
of June 30, 2004 (as amended by the First Amendment 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”);


 


WHEREAS, (a) the obligations of the Company and the
Subsidiaries evidenced by the Notes and the Guarantees (as defined in the
Indenture) and (b) the obligations of the Company and the Subsidiaries to
Lender pursuant to the Loan Agreement and the other Loan Documents (as defined
in the Loan Agreement), are secured by a security interest in and continuing
lien on substantially all of the assets of the Company and the Subsidiaries
(the “Collateral”);


 


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WHEREAS, Lender’s and the Indenture Trustee’s
rights with respect to the priority and enforcement of their security interests
in the Collateral are governed by that certain Intercreditor Agreement, dated
as of June 30, 2004, between the Indenture Trustee and the Texas State
Bank (as amended, modified, supplemented or amended and restated from time to
time, the “Intercreditor Agreement”);


 


WHEREAS, as of the date hereof, the Events of
Default referred to herein as the “Specified Existing Defaults,” all of
which are specified on schedule A attached hereto, have occurred and are
continuing or will occur during the period of this Sixth Amended Forbearance
Agreement;


 


WHEREAS, the Company, the
Subsidiaries, the Noteholders and the Indenture Trustee entered into an initial
forbearance agreement dated as of July 16, 2007 (the “Initial
Forbearance Agreement”) pursuant to which the Noteholders agreed to
forbear, and agreed to direct the Indenture Trustee to forbear, from exercising
their rights and remedies under the Indenture during the Forbearance Period (as
defined in the Initial Forbearance Agreement);


 


WHEREAS, the Company, the
Subsidiaries, the Noteholders and the Indenture Trustee entered into an amended
and restated forbearance agreement dated as of August 13, 2007 (the “First
Amended Forbearance Agreement”) pursuant to which the Noteholders agreed to
further forbear, and agreed to direct the Indenture Trustee to further forbear,
from exercising their rights and remedies under the Indenture during the
Forbearance Period (as defined in the First Amended Forbearance Agreement);


 


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WHEREAS, the Company, the
Subsidiaries, the Noteholders and the Indenture Trustee entered into a further
amended and restated forbearance agreement dated as of September 12, 2007 (the
"Second Amended Forbearance Agreement") pursuant to which the
Noteholders agreed to further forbear, and agreed to direct the Indenture
Trustee to further forbear, from exercising their rights and remedies under the
Indenture during the Forbearance Period (as defined in the Second Amended
Forbearance Agreement);


 


WHEREAS, the Company, the
Subsidiaries, the Noteholders and the Indenture Trustee entered into a further
amended and restated forbearance agreement dated as of October 15, 2007 (the
"Third Amended Forbearance Agreement") pursuant to which the
Noteholders agreed to further forbear, and agreed to direct the Indenture
Trustee to further forbear, from exercising their rights and remedies under the
Indenture during the Forbearance Period (as defined in the Third Amended
Forbearance Agreement);


 


WHEREAS, the Company, the
Subsidiaries, the Noteholders and the Indenture Trustee entered into a further
amended and restated forbearance agreement dated as of October 30, 2007 (the
"Fourth Amended Forbearance Agreement") pursuant to which the
Noteholders agreed to further forbear, and agreed to direct the Indenture
Trustee to further forbear, from exercising their rights and remedies under the
Indenture during the Forbearance Period (as defined in the Fourth Amended
Forbearance Agreement);


 


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WHEREAS, the Company, the
Subsidiaries, the Noteholders and the Indenture Trustee entered into a further
amended and restated forbearance agreement dated as of December 3, 2007 (the
"Fifth Amended Forbearance Agreement") pursuant to which the
Noteholders agreed to further forbear, and agreed to direct the Indenture
Trustee to further forbear, from exercising their rights and remedies under the
Indenture during the Forbearance Period (as defined in the Fifth Amended
Forbearance Agreement)


 


WHEREAS, the Forbearance
Period (as defined in the Fifth Amended Forbearance Agreement) is set to expire
on January 10, 2008 and the Company and the Subsidiaries have asked the
Noteholders to extend the Forbearance Period through February 7, 2008;


 


WHEREAS, the Company and
the Subsidiaries entered into an initial forbearance agreement with the Lender
dated as of July 16, 2007 (the "DDJ Forbearance Agreement")
pursuant to which the Lender agreed to forbear from exercising its rights and
remedies under the Loan Agreement and the other Loan Documents until the
expiration of the forbearance period set forth in the DDJ Forbearance Agreement;


 


WHEREAS, the Company and
the Subsidiaries entered subsequently into an amended forbearance agreement
with the Lender dated as of August 13, 2007 (the "DDJ Amended
Forbearance Agreement") pursuant to which the Lender agreed to further
forbear from exercising its rights and remedies under the Loan Agreement and
the other Loan Documents until the expiration of the forbearance periods set
forth therein;


 


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WHEREAS, the Company and
the Subsidiaries entered into a further amended forbearance agreement with the
Lender dated as of September 12, 2007 (the “DDJ Second Amended
Forbearance Agreement”) pursuant to which the Lender agreed to further
forbear from exercising its rights and remedies under the Loan Agreement and
the other Loan Documents until the expiration of the forbearance periods set
forth in the DDJ Second Amended Forbearance Agreement;


 


WHEREAS, the Company and
the Subsidiaries entered into a further amended forbearance agreement with the
Lender dated as of October 15, 2007 (the “DDJ Third Amended Forbearance
Agreement”) pursuant to which the Lender agreed to further forbear from
exercising its rights and remedies under the Loan Agreement and the other Loan
Documents until the expiration of the forbearance periods set forth in the DDJ
Third Amended Forbearance Agreement;


 


WHEREAS, the Company and
the Subsidiaries entered into a further amended forbearance agreement with the
Lender dated as of October 30, 2007 (the “DDJ Fourth Amended
Forbearance Agreement”) pursuant to which the Lender agreed to further
forbear from exercising its rights and remedies under the Loan Agreement and
the other Loan Documents until the expiration of the forbearance periods set
forth in the DDJ Fourth Amended Forbearance Agreement;


 


WHEREAS, the Company and
the Subsidiaries entered into a further amended forbearance agreement with the
Lender dated as of December 3, 2007 (the “DDJ Fifth Amended Forbearance
Agreement”) pursuant to which the Lender agreed to 


 


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further forbear
from exercising its rights and remedies under the Loan Agreement and the other
Loan Documents until the expiration of the forbearance periods set forth in the
DDJ Fifth Amended Forbearance Agreement (the “DDJ Fifth Amended Forbearance
Period”)


 


WHEREAS, the Company and the Subsidiaries have advised
the Noteholders that the Company, the Subsidiaries and Lender will,
simultaneously with the execution of this Sixth Amended Forbearance Agreement,
amend and restate the DDJ Fifth Amended Forbearance Agreement, pursuant to
which Lender shall agree to extend the DDJ Fifth Amended Forbearance Period and
continue to forbear from exercising the rights and remedies available to Lender
under the Loan Agreement and the other Loan Documents (as defined in the Loan
Agreement), all on the terms and conditions set forth in such separate amended
forbearance agreement through and including February 5, 2008 (as such
agreement may be amended, modified, supplemented or amended and restated from
time to time, the “DDJ Sixth Amended Forbearance Agreement”);


 


WHEREAS, at the Company’s request, the Noteholders
have agreed to continue forbearing from exercising, and continue to instruct the
Indenture Trustee not to exercise, those of the rights and remedies available
under the Indenture, the Intercreditor Agreement, the Collateral Agreements
and/or applicable law that have or may have arisen, or may hereafter arise, due
to the occurrence and continuance of the Specified Existing Defaults on the
terms and conditions set forth herein; and


 


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WHEREAS, capitalized terms used and not defined herein
shall have the meanings ascribed to them in the Indenture and the Fifth Amended
Forbearance Agreement.


 


NOW THEREFORE, in consideration of the premises and
the respective covenants and agreements set forth in this Sixth Amended
Forbearance Agreement, the Parties, each intending to be legally bound, agree
that the Fifth Amended Forbearance Agreement is amended and restated in its
entirety as follows:


 


1.                                       Forbearance.


 


(a)                                  Effective as of the Sixth Amended
Forbearance Effective Date (as defined below), the Noteholders agree that,
until the expiration of the Sixth Forbearance Period (as defined below), they
will forbear from exercising, and shall direct the Indenture Trustee, and by
signature hereto so direct the Indenture Trustee pursuant to Section 6.5
of the Indenture, not to exercise, any rights and remedies against the Company
or the Subsidiaries that are available under the Indenture, the Intercreditor
Agreement, the Collateral Agreements and/or applicable law solely with respect
to the Specified Existing Defaults (excluding, however, the Noteholders’ right
to charge default interest on the Notes (including on all unpaid interest on
the Notes to the extent provided under the Indenture) during the Sixth
Forbearance Period); provided, however, that nothing herein shall
restrict, impair or otherwise affect the exercise of the Noteholders’ rights
under this Sixth Amended Forbearance Agreement, and provided  further
that no such forbearance shall constitute a waiver with respect to any such
Specified Existing Defaults or any other Events of Default under the Indenture.


 


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(b)                                 As used herein, the
term “Sixth Forbearance Period” shall mean the period beginning on the
date hereof and ending upon the occurrence of a Termination Event.  As used herein, “Termination Event”
shall mean the earlier to occur of (i) February 8, 2008; and (ii) two
business days after the delivery by the Noteholder Group to the Company and
Lender of a written notice terminating the Sixth Forbearance Period (the “Termination
Notice”), which notice may be delivered at any time upon or after the
occurrence of any Forbearance Default (as defined below); provided, however,
that notwithstanding the foregoing, (x) this Sixth Amended Forbearance
Agreement shall immediately terminate two (2) business days after the
occurrence of a Forbearance Default under subsection (D) below without the
need for delivery of the Termination Notice or any other notice, and (y) this
Sixth Amended Forbearance Agreement shall immediately terminate upon the
occurrence of a Forbearance Default under subsection (J) below, without
the need for delivery of the Termination Notice or any other notice.  As used herein, the term “Forbearance
Default” shall mean: (A) the failure of the Company to provide the
Noteholder Group and its financial advisors with reasonable access, as
determined by the Noteholder Group in its reasonable discretion, to its Chief
Executive Officer, other senior executives and outside advisors, including
representatives of Kroll Zolfo Cooper that are working with the Company, and to
provide the Noteholder Group and its legal and financial advisors with any and
all due diligence information they may reasonably request, including, without
limitation, the Company’s current 13-week cash flow schedule, and all updates thereto
as soon as reasonably practicable after they are prepared, but in no event no
later than two (2) business days thereafter; (B) the failure of 


 


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the
Company to engage in good faith negotiations with the Noteholder Group
regarding a potential restructuring transaction, which determination shall be
made by the Noteholder Group in its reasonable discretion; (C) the failure
of the Company to promptly notify the Noteholder Group of the occurrence of a
Forbearance Default (as defined in the DDJ Sixth Amended Forbearance Agreement)
under the DDJ Sixth Amended Forbearance Agreement or any amendment or
modification to the DDJ Sixth Amended Forbearance Agreement; (D) termination
of the DDJ Sixth Amended Forbearance Agreement; (E) the execution of any
amendment or modification to the DDJ Sixth Amended Forbearance Agreement, which
amendment or modification has a material adverse effect on the Noteholder Group
as determined by the Noteholder Group in its reasonable discretion; (F) termination
by the Company of the Chanin Engagement Letter or the failure of the Company to
pay Chanin’s fees, expenses and indemnity in accordance with the terms of the
Chanin Engagement Letter; (G) the occurrence of any Event of Default that
is not a Specified Existing Default; (H) the failure of the Company to
comply with any term, condition, covenant or agreement set forth in this Sixth
Amended Forbearance Agreement; (I) the failure of any representation or
warranty made by the Company under this Sixth Amended Forbearance Agreement to
be true and correct in all material respects as of the date when made; (J) the
commencement by or against the Company or any of the Subsidiaries of a case
under title 11 of the United States Code; or (K) the commencement of
any action or proceeding by any creditor of the Company or any of the
Subsidiaries seeking to attach or take similar action against the assets of the
Company or


 


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the
Subsidiaries.  Any Forbearance Default
shall constitute an immediate Event of Default under the Indenture.


 


(c)                                  Upon the occurrence of a Termination
Event, the agreement of the Noteholders hereunder to forbear, and to direct the
Indenture Trustee to forbear, from exercising rights and remedies in respect of
the Specified Existing Defaults, shall immediately terminate without the
requirement of any demand, presentment, protest, or notice of any kind (other
than, where required, the Termination Notice), all of which the Company and the
Subsidiaries hereby waive.  The Company
and the Subsidiaries agree that, upon the occurrence of, and at any time after,
the occurrence of a Termination Event, the Noteholders or the Indenture
Trustee, as applicable, may proceed, subject to the terms of the Indenture, the
Intercreditor Agreement, the Collateral Agreements and/or applicable law, to
exercise any or all rights and remedies under the Indenture, the Intercreditor
Agreement, the Collateral Agreements and/or applicable law, including, without
limitation, the rights and remedies on account of the Specified Existing
Defaults and any other Events of Default that may then exist.  Without limiting the generality of the
foregoing, upon the occurrence of a Termination Event, subject to the terms of
the Intercreditor Agreement, the Collateral Agreements and any related
documents, the Noteholders or the Indenture Trustee, as applicable, may, upon
such notice or demand as is specified by the Indenture, the Intercreditor Agreement,
the Collateral Agreements or applicable law (x) collect and/or commence
any legal or other action to collect any or all of the Company’s or the
Subsidiaries’ obligations under the Indenture or the Guarantees (collectively,
the “Obligations”); (y) foreclose or otherwise 


 


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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 (z) take
any other enforcement action or otherwise exercise any or all rights and
remedies provided for under the Indenture, the Intercreditor Agreement, the
Collateral Agreements and/or applicable law, all of which rights and remedies
are fully reserved.


 


(d)                                 Any agreement by the Noteholders to
further extend the Sixth Forbearance Period or to enter into any other
forbearance or similar arrangement must be set forth in writing and signed by
all of the Noteholders.  The Company and
the Subsidiaries acknowledge that the Noteholders have made no assurances
whatsoever concerning any possibility of any extension of the Sixth Forbearance
Period, any other forbearance or similar arrangement or any other limitations
on the exercise of their rights, remedies and privileges under or otherwise in
connection with the Indenture, the Intercreditor Agreement, the Collateral
Agreements and/or applicable law.


 


(e)                                  The Company and the Subsidiaries
acknowledge and agree that any forbearance, waiver or consent which the Noteholders
may make on or after the date hereof has been made by the Noteholders in
reliance upon, and in consideration for, among other things, the general
releases contained in Section 4 hereof and the other covenants,
agreements, representations and warranties of the Company and the Subsidiaries
hereunder.


 


2.                                       Effectiveness. 
This Sixth Amended Forbearance Agreement shall become effective on the
first date (the “Sixth Amended Forbearance Effective Date”) on 


 


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which each of the
following conditions is satisfied and evidence of its satisfaction has been
delivered to counsel to the Noteholder Group:


 


(a)                                  execution and delivery by the Company and
the Subsidiaries of the DDJ Sixth Amended Forbearance Agreement having a
Forbearance Period that (subject to earlier termination upon the occurrence and
continuation of a Forbearance Default as defined therein) is through and
including a date that is no earlier than February 5, 2008, and is otherwise reasonably satisfactory in
form and substance to the Noteholder Group; and


 


(b)                                 execution and delivery of counterparts of
this Sixth Amended Forbearance Agreement by the Noteholders, the Indenture
Trustee, the Company and the Subsidiaries.


 


3.                                       Representations, Warranties and Covenants.


 


(a)                                  The Company and the Subsidiaries
represent, warrant and covenant as follows:


 


(i)                                     Except for the Specified Existing
Defaults in this Sixth Amended Forbearance Agreement, the Company is in
compliance with all of the terms and provisions set forth in the Indenture on
its part to be observed or performed, and no other Event of Default has
occurred and is continuing.


 


(ii)                                  The execution, delivery and performance
by the Company and the Subsidiaries of this Sixth Amended Forbearance
Agreement:


 


(1)                                  are within their corporate or limited
partnership powers, as applicable;


 


(2)                                  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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(3)                                  do not and will not (A) contravene
their certificate of incorporation or by-laws or limited partnership or other
constituent documents, (B) violate any applicable requirement of law or
any order or decree of any governmental authority or arbitrator applicable to
them, (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 the Subsidiaries, or (D) result
in the creation or imposition of any lien or encumbrance upon any of the
property of the Company or the Subsidiaries; and


 


(4)                                  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 entity, 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 counsel to the Noteholder Group and DDJ and each of
which on the Sixth Amended Forbearance Effective Date will be in full force and
effect.


 


(iii)                               The Company and the Subsidiaries shall
not make any payments either directly, or indirectly through TWC Holding LLC,
to The Veritas Capital Fund II, L.P. and its general partner, Veritas Capital
Management II, L.L.C.


 


(iv)                              Within five (5) business
days after the Sixth Amended Forbearance Effective Date, the Company shall file
this Sixth Amended Forbearance Agreement and the DDJ Sixth Amended 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
Noteholders.


 


(v)                                 The Company and the
Subsidiaries shall immediately notify the Noteholders and the Indenture Trustee
upon its or their becoming aware of an Event of Default under the Indenture or
an Event of Default (as defined in the Loan Agreement) under the Loan Agreement
that is not a Specified Default (as defined in the DDJ Sixth Amended
Forbearance Agreement).


 


(b)                                 The Indenture Trustee represents as
follows:


 


(i)                                     Based solely on the representations
provided by counsel to the Noteholder Group and DDJ, the Indenture Trustee 


 


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represents that, as of
the date hereof, the Noteholders, in the aggregate, hold not less than $100
million in principal amount of the Notes, representing not less than 80% of the
aggregate principal amount of the Notes outstanding.


 


(c)                                  The representations and warranties set
forth in this Section 3 shall survive the execution and delivery of this
Sixth Amended Forbearance Agreement and the Sixth Amended Forbearance Effective
Date.


 


4.                                       General Release. 
In consideration of, among other things, the Noteholders’ execution and
delivery of this Sixth Amended Forbearance Agreement, the Company and the
Subsidiaries, on behalf of themselves and their successors and assigns
(collectively, the “Releasors”), hereby forever agree and covenant not
to sue or prosecute against the Releasees (as defined below) and hereby forever
waive, release and discharge 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 Noteholders in any capacity
and their affiliates, shareholders and “controlling persons” (within the
meaning of the federal securities law), and their respective successors and
assigns and each and all of the officers, directors, employees, agents,
attorneys, advisors, auditors, consultants and other representative of each of
the foregoing (collectively, the


 


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“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 the Company or
the Subsidiaries; (ii) any aspect of the dealings or relationships between
or among the Company and the Subsidiaries, on the one hand, and the
Noteholders, on the other hand, or (iii) the Indenture or any transactions
contemplated thereby or any acts or omissions in connection therewith, provided,
however, that the foregoing shall not release the Noteholders from their
express obligations under this Sixth Amended Forbearance Agreement, the Indenture,
the Intercreditor Agreement and the Collateral Agreements. In entering into
this Sixth Amended Forbearance Agreement, the Company and the Subsidiaries
consulted with, and have been represented by, legal counsel and expressly
disclaim any reliance on any representations, acts or omissions by any of the
Releasees and the Company and the Subsidiaries hereby agree and acknowledge
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 Section 4
shall survive the expiration of the Sixth Forbearance Period and the
termination of this Sixth Amended Forbearance Agreement and payment in full of
the Obligations.


 


5.             Ratification of Liability. The
Company and the Subsidiaries each hereby ratifies and reaffirms all of its
Obligations  and its grant of liens
on or security interests in its properties pursuant to the Collateral
Agreements to which it is party as


 


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security for the
Obligations, and confirms and agrees that such liens and security interests
hereafter secure all the Obligations.


 


6.             Complete Integration; Amendments.
This Sixth Amended Forbearance Agreement constitutes the full and final
agreement between the Parties with respect to the subject matter hereof, and
this Sixth Amended Forbearance Agreement may not be modified or amended except
by a written instrument, signed by each of the Parties, expressing such
amendment or modification. The Parties warrant, promise and represent that in
executing this Sixth Amended Forbearance Agreement, each Party is not relying
upon any oral representation, promise or statement made by any other Party
hereto and that each Party is not relying upon any promise, statement or
representation contained in any other written instrument.


 


7.             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 Noteholders or the Indenture Trustee, as applicable, under the
Indenture, the Intercreditor Agreement, the Collateral Agreements or applicable
law, nor shall the entering into this Sixth Amended Forbearance Agreement
preclude the Noteholders from refusing to enter into any further amendments or
forbearances with respect to the Indenture. Other than as expressly provided
herein, this Sixth Amended Forbearance Agreement shall not constitute a
forbearance with respect to (i) any failure by the Company to comply with
any covenant or other provision in the Indenture or (ii) the occurrence or
continuance of any present or future Event of Default.


 


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8.             No Impairment of Lender’s Rights.
The Noteholder Group, the Company and the Subsidiaries acknowledge and agree
that nothing contained in this Sixth Amended Forbearance Agreement nor the
execution of this Sixth Amended Forbearance Agreement by DDJ shall impair in
any way nor shall be deemed to impair in any way any rights of Lender or any
affiliates of Lender arising under or related to the Loan Agreement, the other
Loan Documents (as defined in the Loan Agreement), the DDJ Sixth Amended
Forbearance Agreement, the Intercreditor Agreement or otherwise. All rights of
Lender or any affiliate of Lender arising under or related to the Loan
Agreement, the other Loan Documents (as defined in the Loan Agreement), the DDJ
Sixth Amended Forbearance Agreement, the Intercreditor Agreement or otherwise
are expressly reserved.


 


9.             Counterparts/Facsimile
Transmission. This Sixth Amended Forbearance Agreement may be signed in
counterparts, each of which, when taken together, shall be deemed an original. Execution
of this Sixth Amended Forbearance Agreement is effective if a signature is
delivered by facsimile transmission.


 


10.           Successors and Assigns. This
Sixth Amended Forbearance Agreement shall be binding upon and inure to the
benefit of the Parties hereto and each of their respective successors, assigns,
heirs and personal representatives.


 


11.           Authority. Any person signing
this Sixth Amended Forbearance Agreement in a representative capacity (i) represents
and warrants that he/she is authorized to sign this Sixth Amended Forbearance
Agreement on behalf of the Party he/she represents and that his/her signature
upon this Sixth Amended Forbearance


 


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Agreement will bind the
represented Party to the terms of this Sixth Amended Forbearance Agreement, and
(ii) acknowledges that the other Party to this Sixth Amended Forbearance
Agreement has relied upon such representation and warranty.


 


12.           Governing Law. This Sixth
Amended Forbearance Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its choice of law
provisions.


 


13.           Remedies. All Parties hereto
agree that irreparable damage would result from any Party’s breach of this
Sixth Amended Forbearance Agreement, and further agree that a non-breaching
Party would have no adequate remedy at law to redress such breach. Therefore,
the Parties hereto agree that, in the event of a breach of this Sixth Amended
Forbearance Agreement, specific performance and/or injunctive relief is
appropriate to remedy such breach. Notwithstanding the foregoing, nothing
contained in this Section 13 shall be deemed a waiver by any non-breaching
Party hereto of any other remedies available at law to redress any other Party’s
breach of this Sixth Amended Forbearance Agreement. Each of the rights and
powers provided pursuant to this Sixth Amended Forbearance Agreement shall be
cumulative and in addition to and not in derogation of the rights and powers
otherwise available under applicable law to the Parties.


 


14.           Direction to Indenture Trustee.
The Noteholders’ agreement to forbear as provided herein shall constitute a
direction from such Noteholders to the Indenture Trustee to similarly forbear
during the Sixth Forbearance Period. In order to induce the Indenture Trustee
to accept such direction, the Company and the Subsidiaries


 


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agree (a) that the
Indenture Trustee, as an ex  officio participant of the Noteholder
Group, may receive the copies of all information and participate in the
negotiations referenced in subsections (A) and (B) of the definition
of Forbearance Default in Section 1 of the Sixth Amended Forbearance
Agreement, and (b) to pay, in accordance with the terms of the Indenture,
the reasonable fees and expenses of the Indenture Trustee incurred during the
Sixth Forbearance Period, as well as previous Forbearance Periods promptly on a
monthly basis.


 


20
















 


IN WITNESS WHEREOF, each of the Parties hereto
has caused this Sixth Amended Forbearance Agreement to be duly executed and
delivered as of the date first above written.


 


 


 


	
   

  	
  THE WORNICK COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President &
  CEO

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBSIDIARIES

  
	
   

  	
   

  
	
   

  	
  RIGHT AWAY MANAGEMENT
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President &
  CEO

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY
  RIGHT AWAY DIVISION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President &
  CEO

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY
  RIGHT AWAY DIVISION L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  
	
   

  	
  Name:

  	
  Jon Geisler

  
	
   

  	
  Title:

  	
  President &
  CEO

  
	
   

  	
  Fax:

  	
   

  



 


 

















 


	
   

  	
  THE NOTEHOLDERS

  
	
   

  	
   

  
	
   

  	
  AIG GLOBAL INVESTMENT
  CORP. as investment adviser and/or subadviser for various funds and accounts

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan Purser

  
	
   

  	
  Name:

  	
  Dan Purser

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QDRF
  Master Ltd

  
	
   

  	
  Quadrangle
  Debt Opportunities Fund Master Ltd

  
	
   

  	
  Quadrangle
  Debt Recovery Income Fund Master Ltd

  
	
   

  	
   

  
	
   

  	
  By:  Monarch Alternative Capital LP, their
  investment advisor.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Weinstock

  
	
   

  	
  Name:

  	
  Michael Weinstock

  
	
   

  	
  Title:

  	
  Managing Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CSAM Funding I

  
	
   

  	
  CSAM Funding II

  
	
   

  	
  CSAM Funding III

  
	
   

  	
  CSAM Funding IV

  
	
   

  	
  Atrium CDO

  
	
   

  	
  Atrium II

  
	
   

  	
  Atrium III

  
	
   

  	
  Atrium IV

  
	
   

  	
  Castle Garden Funding

  
	
   

  	
  Credit Suisse
  Syndicated Loan Fund

  
	
   

  	
  Madison Park Funding I,
  Ltd.

  
	
   

  	
  CS High Yield Focus
  CBS, Ltd.

  
	
   

  	
  Atrium V

  
	
   

  	
   By:  Credit Suisse Alternative Capital, Inc.,
  as collateral manager Madison Park Funding II, Ltd.

  
	
   

  	
   By:  Credit Suisse Alternative Capital, Inc.,
  as collateral manager Madison Park Funding III, Ltd.

  
	
   

  	
   By:  Credit Suisse Alternative Capital, Inc.,
  as collateral manager

  



 


 

















 


	
   

  	
  By:

  	
  /s/ Thomas Flannery

  
	
   

  	
  Name:

  	
  Thomas Flannery

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
  Fax:

  	
  (212) 538-8290

  



 


 
















 


	
   

  	
  B IV CAPITAL PARTNERS,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By: GP Capital IV, 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  
	
   

  	
  DDJ HIGH YIELD FUND

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC, its attorney-in-fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jackson S. Craig

  
	
   

  	
  Name:

  	
  Jackson S. Craig

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua L. McCarthy

  
	
   

  	
  Name:

  	
  Joshua L. McCarthy

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAM INVESTMENT FUNDS
  TRUST II, for the account of the Promark Alternative High Yield Bond Fund
  (Account No. 7M2E)

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC, on behalf of GMAM Investment Funds Trust II, for the account
  of the Promark Alternative High Yield Bond Fund, in its capacity as
  investment 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 

















 


	
   

  	
  GMAM INVESTMENT FUNDS
  TRUST

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC, on behalf of GMAM Investment Funds Trust, in its capacity as
  investment 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL MOTORS WELFARE
  BENEFIT TRUST (VEBA)

  
	
   

  	
   

  
	
   

  	
  By: State Street Bank
  and Trust Company, solely in its capacity as Trustee for General Motors
  Welfare Benefit Trust (VEBA) as directed by DDJ Capital Management, LLC, and
  not in its individual capacity

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason R. Butler

  
	
   

  	
  Name:

  	
  Jason R. Butler

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  State Street Bank &
  Trust Co.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAM INVESTMENT FUNDS
  TRUST II, for the account of the Promark Alternative High Yield Bond Fund
  (Account No. 7MWD)

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC, on behalf of GMAM Investment Funds Trust II for the account
  of the Promark Alternative High Yield Bond Fund, in its capacity as
  investment 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  



 


 

















 


	
   

  	
  DDJ CAPITAL MANAGEMENT
  GROUP TRUST

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC, Investment 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STICHTING PENSIOENFONDS
  HOOGOVENS

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC, on behalf of Stichting Pensioenfonds Hoogovens, in its
  capacity as 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  OCTOBER FUND, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:
  October G.P., 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  



 


 

















 


	
   

  	
  DDJ/ONTARIO CREDIT
  OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: GP DDJ/Ontario
  Credit Opportunities, L.P., its General Partner

  
	
   

  	
  By: GP Credit
  Opportunities, Ltd., its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jackson S. Craig

  
	
   

  	
  Name:

  	
  Jackson S. Craig

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua L. McCarthy

  
	
   

  	
  Name:

  	
  Joshua L. McCarthy

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MULTI-STYLE,
  MULTI-MANAGER FUNDS PLC THE GLOBAL HIGH YIELD FUND

  
	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC, on behalf of Multi-Style, Multi-Manager Funds PLC, The
  Global High Yield Fund, in its capacity as Money 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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
  Fax:

  	
  (781) 419-9111

  



 


 

















 


	
  AGREED TO AND
  ACKNOWLEDGED BY THE INDENTURE 

  TRUSTEE (SOLELY WITH RESPECT TO SECTIONS 3(B)(1) 

  REPRESENTATION, WARRANTIES AND COVENANTS) AND 

  SECTION 14 (DIRECTION TO INDENTURE TRUSTEE)):

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Lawrence J.
  Bell

  	
   

  
	
  Name:

  	
  Lawrence J. Bell

  
	
  Title:

  	
  Vice President

  
	
  Fax:

  	
  503-275-5738

  



 


 
















 


Schedule A


 


SPECIFIED EXISTING DEFAULTS


 


The Events of Default:


 


1.             Under
Section 6.1(3) of the Indenture as a result of Issuer’s failure to
make an Excess Cash Flow Offer as required by Section 4.22 of the
Indenture for the fiscal years ended December 31, 2004, and December 31,
2005.


 


2.             Under
Section 6.1(3) of the Indenture as a result of the Issuer’s failure
to deliver certain annual financial statements as required by Section 4.3
of the Indenture for the fiscal year ended December 31, 2006.


 


3.             Under
Section 6.1(3) of the Indenture as a result of the Issuer’s failure
to deliver the compliance certificate required by Section 4.4(a) of
the Indenture in respect of the Company’s fiscal year ended December 31,
2006.


 


4.             Under
Section 6.1(3) of the Indenture as a result of the Issuer’s failure
to deliver any compliance certificate required by Section 4.4(b) of
the Indenture in respect of any other Specified Existing Default.


 


5.             Under
Section 6.1(1) of the Indenture as a result of the Issuer’s failure
to make the scheduled interest payment due under the Notes on July 15,
2007 and January 15, 2008.


 


6.             Under
Section 6.1(3) of the Indenture as a result of the Issuer’s failure
to deliver certain quarterly financial statements for the fiscal quarters ended
March 31, 2007 and June 30, 2007.


 


29