Exhibit 10.01


FORBEARANCE
AGREEMENT


This FORBEARANCE
AGREEMENT (this “Agreement”), is dated as of
July 16, 2007, 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 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 and the Subsidiaries
have advised the Lender that the Company, the Subsidiaries and 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, will, simultaneously with the execution of this Agreement, enter
into a separate 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), all on the terms and conditions set
forth in such forbearance agreement (as such agreement may be amended,
modified, supplemented or amended and restated from time to time, the “Noteholder Forbearance Agreement”).


D.            At the Company’s request, the Lender
has agreed to forbear from exercising those of its rights and remedies under
the Loan Agreement, the other Loan Documents and/or applicable law that have
arisen, or may arise in the future, due to (i) the occurrence and continuance
of the Specified Defaults and (ii) any Event of Default resulting solely from
the Company’s failure to make the scheduled interest payment due under the
Notes on July 15, 2007, in each case, on the terms and conditions set forth
herein.


NOW, THEREFORE, in
consideration of the premises and the respective representations, warranties,
covenants and agreements set forth in this 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 Agreement shall have the meanings ascribed to such terms in
this Agreement. All other capitalized terms shall have the meanings ascribed in
the Loan Agreement. Unless the context of this 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 Agreement constitutes
a “Loan Document” as defined in the Loan Agreement.


(c)                                   References in this
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
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 any Event of Default resulting solely
from the Company’s failure to make the scheduled interest payment due under the
Notes on July 15, 2007 (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
Agreement, with all explicit restrictions or prohibitions triggered by the
existence and/or continuance of any Event of Default under the Loan Agreement,
this 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 any
Event of Default resulting from the Company’s failure to make the scheduled
interest payment due under the Notes on July 15, 2007), and (iii) nothing
herein shall restrict, impair or otherwise affect the exercise of the Lender’s
rights under this 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 met solely because of the occurrence and continuance of any Specified
Default or any Event of Default resulting solely from the Company’s failure to
make the scheduled interest payment due under the Notes on July 15, 2007 is
hereby waived.


(b)                                   As used herein, the term “Forbearance Period” shall
mean the period beginning on the Forbearance Effective Date (as defined below)
and ending upon the occurrence of a Termination Event.  As used herein, “Termination Event” shall mean the



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earlier to
occur of (i) the delivery by the Lender to the Company, the counsel to the
Noteholder Group (as defined in the 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) August 13, 2007.  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 payment due under the Notes on
July 15, 2007, (B) the delivery of any written notice by the Noteholders to the
Company terminating the Noteholder Forbearance Agreement and/or the Forbearance
Period (as defined in the Noteholder Forbearance Agreement) as a result of the
occurrence and continuation of any Forbearance Default (as defined in the
Noteholder Forbearance Agreement) or any other termination of the Noteholder
Forbearance Agreement, (C) the delivery of any Indenture Payment Notice (as
defined in Section 2.4 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 Agreement, (E) the failure of any representation or warranty made
by the Company or any Subsidiary under this 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
Noteholder Forbearance Agreement; (G) the execution of any amendment or
modification to the 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 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 any
Event of Default resulting solely from the Company’s failure to make the
scheduled interest payment due under the Notes on July 15, 2007 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 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 under



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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                                  Amendment
to Section 8.02. 
Section 8.02 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:


“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.”


2.3                                  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 2.3 shall



 4
 









 


constitute compliance with Sections 7.11 and 7.21 of the Loan Agreement
and the Company’s failure to comply with this Section 2.3 shall constitute an
Event of Default.


2.4                                  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.


2.5                                  Effectiveness.  This Agreement shall become effective as of
the first date (the “Forbearance
Effective Date”) on which each 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 Agreement executed by each of the Lender, the Company and
each of the Subsidiaries;


(b)                                   the
Lender shall have received the 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 August 15, 2007, and such 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 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
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 Agreement,
and will be on the 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.



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(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 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;


(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 Forbearance Effective Date will have been obtained or
made and copies of which prior to the Forbearance Effective Date will have been
delivered to the Lender and each of which on the Forbearance Effective Date
will be in full force and effect.


(d)                                   This
Agreement has been duly executed and delivered by the Company and each of the
Subsidiaries.  Each of this 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 Forbearance Effective Date, the
Company shall file this Agreement and the 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



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Default or an Event of Default resulting solely from the Company’s
failure to make the scheduled interest payment due under the Notes on July 15,
2007 or (ii) the occurrence of a Forbearance Default (as defined in the
Noteholder Forbearance Agreement).


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



 7
 









 


Forbearance Period and the termination of this 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 Agreement, the Loan Agreement, the other Loan Documents
and the payment in full of the Obligations.


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 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 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 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 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
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, Sections 2.2 and 2.3 shall survive the termination of this
Agreement.



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


6.5                                  Counterparts.  This 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 Agreement may be delivered by exchange
of copies of the signature page by facsimile transmission or electronic mail.


6.6                                  Severability.  The provisions of this 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 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 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 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 Agreement
or any of its rights, interests or obligations hereunder.  All of the terms, agreements, covenants, representations,
warranties and conditions of this 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                                Terminated
Agreement.   The
parties hereto hereby acknowledge and agree that the Forbearance Agreement,
dated as of May 7, 2007, by and among the Lender, the Company and the
Subsidiaries terminated in accordance with its terms on July 2, 2007 and has no
further force or effect.



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6.11                                Entire
Agreement.  This
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]



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IN WITNESS WHEREOF,
the parties hereto have caused this 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/ David J. Breazzano

  
	
   

  	
   

  	
  Name: David J. Breazzano

  
	
   

  	
   

  	
  Title: Member

  



 



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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(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.


3.                                       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 the Forbearance Effective Date resulting solely from the failure to
characterize amounts owed under the Notes as current liabilities.


4.                                       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.


5.                                       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.


6.                                       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.


7.                                       under
Section 10.01(r) based solely upon the occurrence of any of the other Specified
Defaults.


8.             under Section 10.01(b) or (c) based solely upon the
occurrence of the other Specified Defaults



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