Exhibit 10.02


 


FIFTH AMENDED AND RESTATED FORBEARANCE AGREEMENT


 


This Fifth Amended and Restated Forbearance Agreement
is made, and is effective, as of December 3, 2007 (“Fifth Amended
Forbearance Agreement”), and amends and restates that certain Fourth 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;


 


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);


 


4

















 


WHEREAS, the Forbearance
Period (as defined in the Fourth Amended Forbearance Agreement) under the
Fourth Amended Forbearance Agreement is set to expire on December 6, 2007 and
the Company and the Subsidiaries have asked the Noteholders to extend the
Forbearance Period through January 9, 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 (as defined in the Loan
Agreement) 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 (as defined in the Loan Agreement) until the expiration of the
forbearance periods set forth therein;


 


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 (as defined in the Loan Agreement) until the expiration of the


 


5

















 


forbearance
periods set forth in the DDJ Second Amended Forbearance Agreement (the “DDJ
Second Amended Forbearance Period”);


 


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 (as defined in the Loan Agreement) until the expiration of the
forbearance periods set forth in the DDJ Third Amended Forbearance Agreement
(the “DDJ Third Amended Forbearance Period”);


 


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 (as defined in the Loan Agreement) until the expiration of the
forbearance periods set forth in the DDJ Fourth Amended Forbearance Agreement
(the “DDJ Fourth 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 Fifth Amended Forbearance Agreement,
amend and restate the DDJ Fourth Amended Forbearance Agreement, pursuant to
which Lender shall agree to extend the DDJ Fourth Amended Forbearance Period
and continue to forbear from exercising the


 


6

















 


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 January 7,
2008 (as such agreement may be amended, modified, supplemented or amended and
restated from time to time, the “DDJ Fifth 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


 


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


 


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


 


1.             Forbearance.


 


(a)           Effective as of the
Fifth Amended Forbearance Effective Date (as defined below), the Noteholders
agree that, until the expiration of the Fifth


 


7

















 


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 Fifth Forbearance Period); provided, however,
that nothing herein shall restrict, impair or otherwise affect the exercise of
the Noteholders’ rights under this Fifth 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.


 


(b)           As used
herein, the term “Fifth 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) January 10, 2008; and (ii) two business days after the delivery by the
Noteholder Group to the Company and Lender of a written notice terminating the
Fifth 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 Fifth 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


 


8

















 


Notice or any
other notice, and (y) this Fifth 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 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 Fifth Amended Forbearance Agreement) under the DDJ Fifth
Amended Forbearance Agreement or any amendment or modification to the DDJ Fifth
Amended Forbearance Agreement; (D) termination of the DDJ Fifth Amended
Forbearance Agreement; (E) the execution of any amendment or modification to
the DDJ Fifth 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;


 


9

















 


(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 Fifth
Amended Forbearance Agreement; (I) the failure of any representation or
warranty made by the Company under this Fifth 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 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


 


10

















 


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 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 Fifth 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 Fifth Forbearance Period, any other
forbearance or similar arrangement or any other limitations on the exercise of
their rights,


 


11

















 


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 Fifth Amended Forbearance Agreement shall become effective on the first
date (the “Fifth Amended Forbearance Effective Date”) on 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 Fifth 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 January 7, 2008, and is otherwise reasonably satisfactory in form
and substance to the Noteholder Group; and


 


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


 


12

















 


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 Fifth 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 Fifth 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;


 


(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 Fifth Amended Forbearance Effective Date
will have been obtained or made and copies of which prior to the Fifth Amended
Forbearance Effective Date will have been delivered to counsel to the
Noteholder Group and DDJ and each of which on the Fifth 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


 


13

















 


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 Fifth Amended Forbearance Effective Date, the
Company shall file this Fifth Amended Forbearance Agreement and the DDJ Fifth
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 Fifth
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 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 Fifth Amended Forbearance Agreement and the Fifth Amended
Forbearance Effective Date.


 


4.             General Release.
In consideration of, among other things, the Noteholders’ execution and
delivery of this Fifth 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


 


14

















 


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 “Releasees”), based in whole or in part on facts whether or not now
known, existing on or before the Fifth 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 Fifth Amended
Forbearance Agreement, the Indenture, the Intercreditor Agreement and the
Collateral Agreements. In entering into this Fifth


 


15

















 


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 Fifth Forbearance Period and the termination
of this Fifth 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 security for the Obligations, and
confirms and agrees that such liens and security interests hereafter secure all
the Obligations.


 


6.             Complete
Integration; Amendments. This Fifth Amended Forbearance Agreement
constitutes the full and final agreement between the Parties with respect to
the subject matter hereof, and this Fifth 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 Fifth 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.


 


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7.             No Other
Amendments; Reservation of Rights, No Waiver. Other than as otherwise
expressly provided herein, this Fifth 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 Fifth 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 Fifth 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.


 


8.             No Impairment of
Lender’s Rights. The Noteholder Group, the Company and the Subsidiaries
acknowledge and agree that nothing contained in this Fifth Amended Forbearance
Agreement nor the execution of this Fifth 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
Fifth 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 Fifth Amended Forbearance Agreement, the Intercreditor Agreement or
otherwise are expressly reserved.


 


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


 


10.           Successors and
Assigns. This Fifth 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 Fifth Amended Forbearance Agreement in a representative
capacity (i) represents and warrants that he/she is authorized to sign
this Fifth Amended Forbearance Agreement on behalf of the Party he/she
represents and that his/her signature upon this Fifth Amended Forbearance
Agreement will bind the represented Party to the terms of this Fifth Amended
Forbearance Agreement, and (ii) acknowledges that the other Party to this
Fifth Amended Forbearance Agreement has relied upon such representation and warranty.


 


12.           Governing Law. This
Fifth 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 Fifth 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
Fifth Amended Forbearance Agreement, specific performance and/or injunctive
relief is


 


18

















 


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 Fifth Amended Forbearance Agreement. Each of
the rights and powers provided pursuant to this Fifth 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 Fifth Forbearance Period. In order to induce the
Indenture Trustee to accept such direction, the Company and the Subsidiaries
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 Fifth 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 Fifth
Forbearance Period, as well as previous Forbearance Periods promptly on a
monthly basis. 


 


19
















 


IN WITNESS WHEREOF, each of the Parties hereto has caused this
Fifth 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:

  	
   

  
									



 


 


20

















 


	
   

  	
  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:

  	
  Vice President

  
	
   

  	
  Fax:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QDRF
  Master Ltd

  
	
   

  	
  Quadrangle
  Debt Opportunities Fund Master Ltd

  
	
   

  	
  Quadrangle
  Debt Recovery Income Fund Master Ltd

  
	
   

  	
   

  
	
   

  	
  By: Quadrangle Debt
  Recovery Advisors LP, their 

  
	
   

  	
  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

  
							



 


 


21

















 


	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name:

  	
  Thomas Flannery

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
  Fax:

  	
  (212) 538-8290

  
					



 


 


22

















 


	
   

  	
  B IV CAPITAL PARTNERS,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: GP Capital IV, LLC,
  its General Partner

  
	
   

  	
  By: DDJ Capital
  Management, LLC, Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DDJ HIGH YIELD FUND

  
	
   

  	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC,

  
	
   

  	
  its attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
  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/ David
  J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
									



 


 


23

















 


	
   

  	
  GMAM INVESTMENT FUNDS
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By: DDJ Capital
  Management, LLC,

  
	
   

  	
  on behalf of GMAM
  Investment

  
	
   

  	
  Funds Trust, in its
  capacity as

  
	
   

  	
  investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
  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/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
  Fax:

  	
   

  
							



 


 


24

















 


	
   

  	
  DDJ CAPITAL MANAGEMENT
  GROUP TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DDJ Capital Management,
  LLC, Investment 

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STICHTING PENSIOENFONDS
  HOOGOVENS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DDJ Capital Management,
  LLC, on

  
	
   

  	
  behalf of Stichting
  Pensioenfonds Hoogovens,

  
	
   

  	
  in its capacity as
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  
	
   

  
	
   

  	
  THE
  OCTOBER FUND, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  October
  G.P., LLC, its General Partner

  
	
   

  	
  By:

  	
  DDJ
  Capital Management, LLC, Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
									



 


25

















 


	
   

  	
  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/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ David J. Breazzano

  	
   

  
	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  
	
   

  
	
   

  	
  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

  
	
   

  	
  Fax:

  	
  (781) 283-8541

  
										



 


 


26

















 


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

  
				



 


 


27

















 


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.


 


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.


 


28