Exhibit 10.01


 


FIFTH AMENDED FORBEARANCE AGREEMENT


 


This FIFTH
AMENDED FORBEARANCE AGREEMENT (this “Fifth Amended Forbearance
Agreement”), is dated as of December 3, 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, the Second Amendment
dated as of November 13, 2007, and as further amended, modified, supplemented
or amended and restated from time to time, the “Loan
Agreement”).


 


B.            As of
the date hereof, the Events of Default referred to herein as the “Specified Defaults” have occurred
and are continuing.


 


C.            The
Company, the Lender and the Subsidiaries entered into a Forbearance Agreement
dated as of July 16, 2007 (the “Forbearance Agreement”)
pursuant to which the Lender agreed to forbear from exercising its rights and
remedies under the Loan Agreement during the Forbearance Period (as defined in
the Forbearance Agreement).


 


D.            The
Company, the Lender and the Subsidiaries entered into a First Amended
Forbearance Agreement dated as of August 13, 2007 pursuant to which the
Forbearance Period was extended through September 12, 2007.


 


E.             The
Company, the Lender and the Subsidiaries entered into a Second Amended
Forbearance Agreement dated as of September 12, 2007 pursuant to which the
Forbearance Period was extended through October 14, 2007.


 


F.             The
Company, the Lender and the Subsidiaries entered into a Third Amended
Forbearance Agreement dated as of October 15, 2007 pursuant to which the
Forbearance Period was extended through October 29, 2007.


 


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


 


H.            The
Forbearance Period (as defined in the Fourth Amended Forbearance Agreement)
under the Fourth Amended Forbearance Agreement will expire on December 4, 2007
and the Company and Subsidiaries have asked the Lender to further extend the
Forbearance Period through January 7, 2008.


 


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I.              The
Company and the Subsidiaries entered into a forbearance agreement with certain
holders (the “Noteholders”) of the
Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”)
holding not less than $100 million in aggregate principal amount of the Notes,
representing not less than 80% of the aggregate principal amount of the Notes
outstanding on July 16, 2007 (the “Noteholder Forbearance
Agreement”) pursuant to which the Noteholders agreed to forbear
from exercising their rights and remedies under the Indenture until the
expiration of the Forbearance Period (as defined in the Noteholder Forbearance
Agreement) on August 15, 2007. On August 13, 2007, the Company and the
Subsidiaries entered into a First Amended and Restated Forbearance Agreement
with the Noteholders (the “Amended Noteholder
Forbearance Agreement”) pursuant to which the Forbearance Period
was further extended through September 16, 2007. On September 12 2007, the
Company and the Subsidiaries entered into a Second Amended and Restated
Forbearance Agreement with the Noteholders (the “Second
Amended Noteholder Forbearance Agreement”) pursuant to which the
Forbearance Period (as defined in the Second Amended Noteholder Forbearance
Agreement) was extended through October 16, 2007. On October 15, 2007, the
Company and the Subsidiaries entered into a Third Amended and Restated
Forbearance Agreement with the Noteholders (the “Third
Amended Noteholder Forbearance Agreement”) pursuant to which the
Forbearance Period (as defined in the Third Amended Noteholder Forbearance
Agreement) was extended through October 31, 2007. On October 30, 2007, the
Company and the Subsidiaries entered into a Fourth Amended and Restated
Forbearance Agreement with the Noteholders (the “Fourth
Amended Noteholder Forbearance Agreement”) pursuant to which the
Forbearance Period (as defined in the Fourth Amended Noteholder Forbearance
Agreement) was extended through December 5, 2007.


 


J.             The
Company and the Subsidiaries have advised the Lender that the Company, the
Subsidiaries and the Noteholders will, simultaneously with the execution of
this Fifth Amended Forbearance Agreement, amend and restate the Fourth Amended
Noteholder Forbearance Agreement pursuant to which the Noteholders shall agree
to forbear from exercising the rights and remedies available to the Noteholders
under the Indenture, the Intercreditor Agreement and the Collateral Agreements
(as defined in the Indenture) until January 10, 2008, all on the terms and
conditions set forth in such amended and restated forbearance agreement (as
such agreement may be amended, modified, supplemented or amended and restated
from time to time, the “Fifth Amended Noteholder
Forbearance Agreement”).


 


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


 


ARTICLE I

DEFINITIONS


 


1.1          Defined Terms.


 


(a)           Capitalized terms that are defined in this Fifth
Amended Forbearance Agreement shall have the meanings ascribed to such terms in
this Fifth Amended Forbearance Agreement. All other capitalized terms shall
have the meanings ascribed in the Loan Agreement. Unless the context of this
Fifth Amended Forbearance Agreement clearly requires otherwise, references to
the plural include the singular; references to the singular include the 


 


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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 Fifth Amended Forbearance Agreement
constitutes a “Loan Document” as defined in the Loan Agreement.


 


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


 


ARTICLE II

FORBEARANCE AND AMENDMENT TO LOAN AGREEMENT


 


2.1          Forbearance; Forbearance Default
Rights and Remedies.


 


(a)           Effective as of the Fifth Amended Forbearance
Effective Date (as defined below), the Lender agrees that until the expiration
of the “Forbearance Period” (as defined below), it will forbear from exercising
its rights and remedies against the Company or the Subsidiaries under the Loan
Agreement, the other Loan Documents and/or applicable law solely with respect
to the Specified Defaults and 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 Fifth Amended
Forbearance Agreement, with all explicit restrictions or prohibitions triggered
by the existence and/or continuance of any Event of Default under the Loan
Agreement, this Fifth Amended Forbearance Agreement or any of the other Loan
Documents, (ii) nothing herein shall restrict, impair or otherwise affect the
Lender’s rights and remedies under any agreements containing subordination
provisions in favor of the Lender (including, without limitation, any rights or
remedies available to the Lender as a result of the occurrence or continuation
of the Specified Defaults or 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 Fifth Amended Forbearance Agreement.
As used herein, the term “Specified Defaults”
shall mean the Events of Default listed on Annex I hereto. During the
Forbearance Period, any condition to the making of an Advance under the Loan
Agreement that would not be 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 Fifth Amended
Forbearance Effective Date (as defined below) and ending upon the occurrence of
a Termination Event. As used herein, “Termination Event”
shall mean the earlier to occur of (i) the delivery by the Lender to the
Company, the counsel to the Noteholder Group (as defined in the Fifth Amended
Noteholder Forbearance Agreement) and the Trustee (as defined in the
Intercreditor Agreement) of a written notice terminating the Forbearance
Period, which notice may be delivered at any time upon or after the occurrence
of


 


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any
Forbearance Default (as defined below), and (ii) January 8, 2008. As used
herein, the term “Forbearance Default” shall
mean: (A) the occurrence of any Event of Default that is not (i) a Specified
Default or (ii) an Event of Default resulting solely from the Company’s failure
to make the scheduled interest payment due under the Notes on July 15, 2007,
(B) the delivery of any written notice by the Noteholders to the Company
terminating the Fifth Amended Noteholder Forbearance Agreement, and/or the
Forbearance Period (as defined in the Fifth Amended Noteholder Forbearance
Agreement) as a result of the occurrence and continuation of any Forbearance
Default (as defined in the Fifth Amended Noteholder Forbearance Agreement) or
any other termination of the Fifth Amended Noteholder Forbearance Agreement,
(C) the delivery of any Indenture Payment Notice (as defined in Section 2.3
below) to the Lender, (D) the failure of the Company or any Subsidiary to
comply with any term, condition, covenant or agreement set forth in this Fifth
Amended Forbearance Agreement, (E) the failure of any representation or
warranty made by the Company or any Subsidiary under this Fifth Amended
Forbearance Agreement to be true and correct in all material respects as of the
date when made, (F) the failure of the Company promptly to
notify the Lender of any amendment or modification to the Fifth Amended
Noteholder Forbearance Agreement; (G) the execution of any amendment or
modification to the Fifth Amended Noteholder Forbearance Agreement, which
amendment or modification has a material adverse effect on the Lender, as
determined by the Lender in its discretion, (H) any occurrence, event or
change in facts or circumstances occurring on or after the Fifth Amended
Forbearance Effective Date that would result in a Material Adverse Change, (I)
the occurrence of any violation or breach of, or other failure to observe,
perform or comply with, the terms of the Intercreditor Agreement by the
Trustee, or (J) the commencement by or against the Company or any Subsidiary of
a proceeding under any Debtor Relief Laws. Any Forbearance Default shall
constitute an immediate Event of Default under the Loan Agreement.


 


(c)           Upon the occurrence of a Termination Event, the
agreement of the Lender hereunder to forbear from exercising its rights and
remedies in respect of the Specified Defaults and 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 or under the Loan
Agreement, any other Loan Documents, the Intercreditor Agreement and/or
applicable law, all of which rights and remedies are fully reserved by the
Lender.


 


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(d)           Any agreement by the Lender to extend the
Forbearance Period or enter into any other forbearance or similar arrangement
must be set forth in writing and signed by a duly authorized signatory of the
Lender. The Company and each of the Subsidiaries acknowledges that the Lender has
made no assurances whatsoever concerning any possibility of any extension of
the Forbearance Period, any other forbearance or similar arrangement or any
other limitations on the exercise of its rights, remedies and privileges under
or otherwise in connection with the Loan Agreement, the other Loan Documents,
the Intercreditor Agreement and/or applicable law.


 


(e)           The
Company and each of the Subsidiaries acknowledges and agrees that any
forbearance, waiver, consent or other financial accommodation (including the
funding of any borrowing request under the Revolving Loan) which the Lender may
make on or after the date hereof has been made by the Lender in reliance upon,
and is consideration for, among other things, the general releases and
reaffirmation of indemnities contained in Article 4 hereof and the other
covenants, agreements, representations and warranties of the Company and each
of the Subsidiaries hereunder.


 


2.2          Modification of
Certain Reporting Requirements. The Lender may in its sole discretion from time to time
instruct the Company not to deliver to the Lender the cash budgets contemplated
in Section 7.11 of the Loan Agreement or the written reports contemplated in
Section 7.21 of the Loan Agreement. The Company shall comply with any such instruction
received from the Lender until such time as instructed to the contrary by the
Lender. The Company’s compliance with this Section 2.2 shall constitute
compliance with Sections 7.11 and 7.21 of the Loan Agreement and the Company’s
failure to comply with this Section 2.2 shall constitute an Event of Default.
Pursuant to the foregoing, the Lender hereby instructs the Company not to
deliver to the Lender the written report contemplated in Section 7.21 of the
Loan Agreement with respect to the January 15, 2008 scheduled interest payment.


 


2.3          Indenture Payments. The
Company and the Subsidiaries hereby covenant and agree to give to the Lender at
least five (5) Business Days’ prior written notice of its or their intention to
make any interest payment in respect of the Notes (each such notice, an “Indenture Payment Notice”). For the
avoidance of doubt, the requirement to give any such Indenture Payment Notice
shall be in addition to, and not in lieu of, the requirements set forth in
Section 7.21 of the Loan Agreement.


 


2.4          Effectiveness. This
Fifth Amended Forbearance Agreement shall become effective as of 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 Lender:


 


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


 


(b)           the Lender shall have received the Fifth Amended
Noteholder Forbearance Agreement, duly executed and delivered by each of the
Company, the Subsidiaries, the Trustee and the Noteholders, having a
Forbearance Period (as defined therein) (subject to earlier termination upon
the occurrence and continuation of a Forbearance Default, as defined 


 


5

















 


therein)
through and including a date that is no earlier than January 9, 2008, and such
Fifth Amended Noteholder Forbearance Agreement shall otherwise be satisfactory
in form and substance to the Lender; and


 


(c)           the Lender shall have received all accrued and
unpaid costs and expenses (including legal fees and expenses) required to be
paid pursuant hereto or the Loan Agreement on or prior to the Fifth Amended
Forbearance Effective Date.


 


ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


3.1          Representations, Warranties and
Covenants of the Company and the Subsidiaries. To
induce the Lender to enter into this Fifth Amended Forbearance Agreement, each
of the Company and the Subsidiaries hereby represents, warrants and covenants
to the Lender as follows:


 


(a)           The representations and warranties of each of the
Company and the Subsidiaries in the Loan Documents are on the date of execution
and delivery of this Fifth Amended Forbearance Agreement, and will be on the
Fifth Amended Forbearance Effective Date, true, correct and complete in all
material respects with the same effect as though made on and as of such respective
date (or, to the extent such representations and warranties expressly relate to
an earlier date, on and as of such earlier date), except to the extent of any
inaccuracy resulting solely from the Specified Defaults.


 


(b)           Except for the Specified Defaults or as otherwise
expressly provided herein, the Company and each of the Subsidiaries is in
compliance with all of the terms and provisions set forth in the Loan Agreement
and the other Loan Documents on its part to be observed or performed, and no
Event of Default has occurred and is continuing.


 


(c)           The execution, delivery and performance by each of
the Company and the Subsidiaries of this Fifth Amended Forbearance Agreement:


 


(i)            are within its corporate or limited
partnership powers, as applicable;


 


(ii)           have been duly authorized by all
necessary corporate or limited partnership action, as applicable, including the
consent of the holders of its equity interests where required;


 


(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


 


6

















 


(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 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 the Lender and each of which on the Fifth
Amended Forbearance Effective Date will be in full force and effect.


 


(d)           This Fifth Amended Forbearance Agreement has been
duly executed and delivered by the Company and each of the Subsidiaries. Each
of this Fifth Amended Forbearance Agreement, the Loan Agreement and the other
Loan Documents constitutes the legal, valid and binding obligation of the
Company and the Subsidiaries, enforceable against each such Person in
accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability.


 


(e)           Within five (5) Business Days after the Fifth Amended Forbearance
Effective Date, the Company shall file this Fifth Amended Forbearance Agreement
and the Fifth Amended Noteholder Forbearance Agreement with the United States
Securities and Exchange Commission as an exhibit to a filing by the Company on
Form 8-K pursuant to the Securities and Exchange Act of 1934, as amended, which
8-K filing and any accompanying press release shall be in form and substance
reasonably satisfactory to the Lender.


 


(f)            The Company and the
Subsidiaries shall immediately notify the Lender upon its or their becoming
aware of (i) an Event of Default under the Loan Agreement or an Event of
Default (as defined in the Indenture) under the Indenture that is not a
Specified Default or 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 Fifth
Amended Noteholder Forbearance Agreement).


 


3.2          Survival. The
representations and warranties in Section 3.1 shall survive the execution and delivery
of this Fifth Amended Forbearance Agreement and the Fifth Amended Forbearance
Effective Date.


 


ARTICLE IV

GENERAL RELEASE; REAFFIRMATION OF INDEMNITY


 


(a)           In consideration of, among other things, the
Lender’s execution and delivery of this Fifth Amended Forbearance 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 


 


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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 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 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 Fifth Amended Forbearance Agreement, the Loan Agreement and the
other Loan Documents. The receipt by the Company of any of the Revolving Loan
or other financial accommodations made by the Lender on or after the date
hereof shall constitute a ratification, adoption, and confirmation by the
Company and the Subsidiaries of the foregoing general release of all Claims
against the Releasees which are based in whole or in part on facts, whether or
not now known or unknown, existing on or prior to the date of receipt of any of
the Revolving Loan or other financial accommodations. In entering into this
Fifth Amended Forbearance Agreement, each of the Company and the Subsidiaries
consulted with, and has been represented by, legal counsel and expressly
disclaims any reliance on any representations, acts or omissions by any of the
Releasees and each hereby agrees and acknowledges that the validity and
effectiveness of the releases set forth herein do not depend in any way on any
such representations, acts and/or omissions or the accuracy, completeness or
validity hereof. The provisions of this Article 4(a) shall survive the
expiration of the Forbearance Period and the termination of this Fifth Amended
Forbearance Agreement, the Loan Agreement, the other Loan Documents and payment
in full of the Obligations.


 


(b)           Without in any way limiting their reaffirmations
and acknowledgements set forth in Article 5 hereof, each of the Company and the
Subsidiaries hereby expressly acknowledges, agrees and reaffirms its
indemnification and other obligations to and agreements with the Indemnified
Parties set forth in Article 13 of the Loan Agreement. Each of the Company and
the Subsidiaries further acknowledges, agrees and reaffirms that all of such
indemnification and other obligations and agreements set forth in Article 13 of
the Loan Agreement shall survive the expiration of the Forbearance Period and
the termination of this Fifth Amended Forbearance 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 


 


8

















 


hereafter arising or incurred pursuant to or in connection with this
Fifth Amended Forbearance Agreement, the Loan Agreement or any other Loan
Document.


 


ARTICLE VI

MISCELLANEOUS


 


6.1          No Other Amendments; Reservation of
Rights; No Waiver. Other than as otherwise expressly
provided herein, this 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 Lender under the Loan Agreement, any other Loan Document or
applicable law, nor shall the entering into this Fifth Amended Forbearance
Agreement preclude the Lender from refusing to enter into any further
amendments or forbearances with respect to the Loan Agreement or any other Loan
Document. Other than as otherwise expressly provided herein, this Fifth Amended
Forbearance Agreement shall not constitute a forbearance with respect to (i)
any failure by the Company or any of the Subsidiaries to comply with any
covenant or other provision in the Loan Agreement or any other Loan Document or
(ii) the occurrence or continuance of any present or future Event of Default.


 


6.2          Ratification and Confirmation;
Survival. Except as expressly set forth in this Fifth
Amended Forbearance Agreement, the terms, provisions and conditions of the Loan
Agreement and the other Loan Documents are hereby ratified and confirmed and
shall remain unchanged and in full force and effect without interruption or impairment
of any kind. Notwithstanding anything to the contrary herein, Section 2.2 shall
survive the termination of this Fifth Amended Forbearance Agreement.


 


6.3          Governing Law. This
Fifth Amended Forbearance Agreement will be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of laws
principles thereof.


 


6.4          Headings. The
article and section headings contained in this Fifth Amended Forbearance
Agreement are inserted for convenience only and will not affect in any way the
meaning or interpretation of this Fifth Amended Forbearance Agreement.


 


6.5          Counterparts. This
Fifth Amended Forbearance Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which, when
taken together, will constitute one and the same instrument. This Fifth Amended
Forbearance 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 Fifth Amended Forbearance Agreement will be deemed severable
and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided that
if any provision of this Fifth Amended Forbearance Agreement, as applied to any
party or to any circumstance, is judicially determined not to be enforceable in
accordance with its terms, the parties agree that the court judicially making
such determination may modify the provision in a manner consistent with its
objectives such that it is enforceable, and/or to delete specific words or
phrases, and in its modified form, such provision will then be enforceable and
will be enforced.


 


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6.7          Agreement. This
Fifth Amended Forbearance Agreement may not be amended or modified except in
the manner specified for an amendment of or modification to the Loan Agreement
in Section 12.10 of the Loan Agreement.


 


6.8          Costs; Expenses. Each
of the Company and the Subsidiaries hereby agrees to pay to DDJ Total Return
Loan Fund, L.P., DDJ Capital Management, LLC and their respective affiliates on
demand all costs and expenses (including the fees and expenses of legal
counsel) of such Person incurred in connection with the Company and the
Subsidiaries. The provisions of this Section 6.8 shall survive the termination
of this Fifth Amended Forbearance Agreement provided, however,
that the Obligations under this Section 6.8 shall terminate upon the payment in
full of the Obligations and the termination of the Loan Agreement.


 


6.9          Assignment; Binding Effect. Neither
the Company nor any Subsidiary may assign either this Fifth Amended Forbearance
Agreement or any of its rights, interests or obligations hereunder. All of the
terms, agreements, covenants, representations, warranties and conditions of
this Fifth Amended Forbearance Agreement are binding upon, and inure to the
benefit of and are enforceable by, the parties and their respective successors
and permitted assigns.


 


6.10        Amended Agreement. The
parties hereto hereby acknowledge and agree that the Fourth Amended Forbearance
Agreement, dated as of October 30, 2007, by and among the Lender, the Company
and the Subsidiaries is amended and restated by this Fifth Amended Forbearance
Agreement.


 


6.11        Entire Agreement. This
Fifth Amended Forbearance Agreement, the Loan Agreement, the other Loan
Documents and the Intercreditor Agreement, together with any and all Annexes,
Exhibits and Schedules thereto that are or have been delivered pursuant
thereto, constitute the entire agreement and understanding of the parties in
respect of the subject matter of the Loan Agreement and supersede all prior
understandings, agreements or representations by or among the parties, written
or oral, to the extent they relate in any way with respect thereto.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Fifth
Amended Forbearance Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


 


 


	
   

  	
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
   

  	
  Name: Jon Geisler

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARIES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY 

  DIVISION, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
   

  	
  Name: Jon Geisler

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  RIGHT AWAY MANAGEMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
   

  	
  Name: Jon Geisler

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT AWAY 

  DIVISION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Geisler

  	
   

  
	
   

  	
   

  	
  Name: Jon Geisler

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DDJ TOTAL RETURN LOAN FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  GP Total Return, LP, its General Partner 

  
	
   

  	
  By:

  	
  GP Total Return, LLC, its General Partner 

  
	
   

  	
  By:

  	
  DDJ Capital Management, LLC, Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name: David J. Breazzano

  
	
   

  	
   

  	
  Title: President

  
							



 


11

















 


ANNEX I


 


SPECIFIED
DEFAULTS


 


The Events of
Default:


 


1.                                       under Section 10.01(a) as a result of (i) the failure to make the interest
payment under the Loan Agreement due on March 31, 2007 until April 20, 2007 and
(ii) the failure to make the interest payment under the Loan Agreement due on
April 30, 2007 until May 2, 2007.


 


2.                                       under Section 10.01(a) as a result of the failure to make the Annual
Commitment Fee payment under the Loan Agreement due on June 30, 2007 until
August 7, 2007.


 


3.                                       under Section 10.01(b) as a result of a breach of Section 7.12 resulting
solely from the failure to make payments under or perform covenants and agreements
in material Contracts with trade creditors or vendors occurring at any time
prior to or during the Forbearance Period.


 


4.                                       under Section 10.01(c) based solely upon the inaccuracy of any
representation and warranty in Section 6.03 with respect to any financial
statements delivered prior to July 16, 2007 resulting solely from the failure
to characterize amounts owed under the Notes as current liabilities.


 


5.                                       under Section 10.01(c) based solely upon the inaccuracy of any
representation and warranty in any Draw Request resulting solely from the
occurrence of any of the other Specified Defaults.


 


6.                                       under Section 10.01(j) arising from the default occurring under the
Indenture that either (i) is specified in the notice to the Company from U.S.
Bank National Association, as trustee, dated April 18, 2007 pertaining to
requirements to deliver certain annual financial statements and an opinion of
counsel or (ii) is a default or an Event of Default (as defined in the
Indenture) under Section 6.1(3) of the Indenture resulting from (A) breaches of
Sections 4.4(a) (such breach consisting of the failure to deliver the
compliance certificate specified therein in respect of the Company’s fiscal
year ended December 31, 2006) and, in respect of the Company’s fiscal years
ended December 31, 2004 and December 31, 2005, 4.22 of the Indenture and (B)
the Company’s failure to deliver certain quarterly financial statements for the
fiscal quarters ended March 31, 2007 and June 30, 2007.


 


7.                                       under Section 10.01(l) based on the failure to maintain in effect
Government Contracts on MREs representing at least 20% of the total case volume
of all outstanding MREs Government Contracts.


 


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


 


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


 


12