Execution Copy


 


Exhibit 10.01


 


SECOND AMENDMENT TO LOAN
AGREEMENT


 


This SECOND
AMENDMENT TO LOAN AGREEMENT is dated as of November 13, 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,
the Subsidiaries and the Lender (as assignee of Texas State Bank) are parties
to that certain Loan Agreement dated as of June 30, 2004 (as amended by the
First Amendment thereto dated as of March 16, 2007 and as further amended,
modified, supplemented or amended and restated from time to time, the “Loan
Agreement”); and


WHEREAS, the Borrower
has requested and the Lender has agreed to make certain modifications regarding
the availability of the Revolving Loan and to amend the Loan Agreement to,
among other things, increase the Revolving Loan Commitment to a maximum
aggregate amount of $17,500,000.


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.             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 term “Borrowing Base”,
(ii) deleting the defined terms “Revolving Loan”, “Revolving Loan
Commitment” and “Revolving Note” and replacing each such defined
term in its entirety with the new definition of such term set forth below and
(iii) adding the following new defined terms, all as more fully set forth
below:


“Revolving Loan” shall mean Advances made by
the Lender to the Borrower under the Revolving Loan Commitment.


“Revolving Loan Commitment” means the
commitment of the Lender, subject to the terms of this Agreement, to make
Advances to Borrower up to a maximum aggregate amount of $17,500,000. 


 


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“Revolving Note” shall mean that certain
Amended and Restated Revolving Loan Promissory Note dated as of November     ,
2007 in the original principal amount of $17,500,000, executed by Borrower and
payable to the order of Lender, maturing on June 30, 2011, and all renewals,
extensions, modifications and increases, if any, thereof.


“Second
Amendment” shall mean the Second Amendment to Loan Agreement dated as of
November     , 2007, amending this Agreement.


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


(b) Amendment to Section 2.01. 
Section 2.01 of the Loan Agreement is hereby amended by deleting
subsections (a) and (c) thereof in their entirety and replacing them 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 $17,500,000, and (ii) the Revolving Loan and the Term Loan
shall not at any time exceed $27,500,000. 
Each Advance will be accompanied by a Draw Request (hereinafter defined),
duly tendered as required by Section 2.03 hereof, and accompanied 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.”


 


“(c)         Maximum Amount of Obligations.  Notwithstanding anything to the contrary set
forth herein or in any other Loan Document, the outstanding amount of the
Obligations shall not at any time exceed the Maximum Amount.”


(c) 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)         (i) The outstanding principal amount of the Revolving Loan
Obligations, plus the amount of the requested Advance, shall not exceed the
Revolving Loan Commitment and (ii) the outstanding amount of the Obligations,
plus the amount of the Requested Advance, shall not exceed the Maximum Amount.”


(d) 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 (i) the 




 


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outstanding principal
balance of the Revolving Loan Obligations shall exceed the Revolving Loan
Commitment or (ii) the outstanding amount of the Obligations shall exceed 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.”


(e) Amendment to Section 8.02. 
As previously provided pursuant to certain forbearance agreements among
the parties hereto (including the Forbearance Agreement referred to below),
Section 8.02 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:


                “Section 8.02         Limitation
on Leases.  Borrower will not permit
the aggregate rentals payable under all non-cancelable operating leases entered
into after Closing to which Borrower or Subsidiary is a party to exceed (a)
$500,000 during any fiscal year ending with fiscal year 2006, (b) $1,250,000
during the fiscal year 2007, and (c) $1,500,000 thereafter.  Without the prior written consent of the
Lender in its sole discretion, no such operating lease entered into after May
1, 2007 and having a term greater than one year shall contain any restriction
on the Borrower’s or applicable Subsidiary’s right to grant a lien to the
Lender on such Person’s leasehold interest in the subject property, and the
lessor in respect of each such lease shall have agreed to provide upon request
a collateral access agreement substantially in the form provided by the Lender
with such modifications therein as shall be reasonably acceptable to the
Lender.  Lender acknowledges and consents
to the Leases pledged to Lender by Leasehold Deed of Trust to secure the
Obligations and the other existing leases on other real property disclosed to
Lender. Borrower agrees not to amend the Leases in any material respect without
the prior written consent of the Lender.  At Lender’s request, Borrower
and its Subsidiaries will grant Lender first liens on the leasehold interest in
all real property leases to the extent Borrower and its Subsidiaries are
permitted to grant liens on their leasehold interest under such leases.”


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


3.             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 




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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.


4.             No Default; Representations and Warranties, etc.  The Borrower and each Subsidiary hereby
confirms that, after giving effect to this Amendment, (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 Specified Defaults (as defined below),
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 Specified Defaults and as
otherwise previously disclosed to the Lender, no Default or Event of Default
has occurred and is continuing.  For
purposes of this Amendment, “Specified Defaults” means, collectively,
(i) Specified Defaults (as such term is defined in the Fourth Amended
Forbearance Agreement, dated as of October 30, 2007 (the “Forbearance
Agreement”), by and among the Borrower, the Subsidiaries and the Lender) and
(ii) any Event of Default resulting solely from the Borrower’s failure to make
the scheduled interest payment due on July 15, 2007 under the Borrower’s
10.875% Senior Secured Notes due 2011. 
The Borrower and each Subsidiary hereby ratify and confirm all of the
terms and conditions of the Forbearance Agreement, which remains in full force
and effect.


5.             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.


(b)           First Amendment to Intercreditor
Agreement; First Supplemental Indenture. 
The Lender shall have received (i) the Revolving Note in the form
attached as Annex A hereto, duly executed by the Borrower, evidencing
the Revolving Loan Obligations, (ii) the First Amendment to Intercreditor
Agreement in the form attached as Annex B hereto, duly executed by U.S.
Bank National Association, as trustee (the “Trustee”) under the
Indenture, pursuant to the written direction of the requisite holders of the
Notes issued thereunder and (iii) the First Supplemental Indenture in the form
attached as Annex C hereto, duly executed by the Trustee, pursuant to
the written direction of the requisite holders of the Notes issued under the
Indenture, and the other parties thereto.


 


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(c)           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.


(d)           Opinion of Counsel.  The Lender shall have received a written
opinion of Schulte Roth & Zabel LLP, 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.


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


6.             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/ Jon P. Geisler

  
	
   

  	
  Name:

  	
  Jon P. Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUBSIDIARIES

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY DIVISION, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon P. Geisler

  
	
   

  	
  Name:

  	
  Jon P. Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RIGHT AWAY MANAGEMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon P. Geisler

  
	
   

  	
  Name:

  	
  Jon P. Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY DIVISION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon P. Geisler

  
	
   

  	
  Name:

  	
  Jon P. Geisler

  
	
   

  	
  Title:

  	
  President & CEO

  
					



 


 


 


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  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. Breazzano

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
				



 


 


 


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Annex A


 


Form of Revolving Note


 


 


 


 


 


 


3

















 


Annex B


 


Form of First Amendment
to Intercreditor Agreement


 


 


 


 


 


 


4

















 


 


Annex C


 


Form of First
Supplemental Indenture


 


 


 


 


 


 


 


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