Exhibit 10.01


 


THIRD AMENDED FORBEARANCE AGREEMENT


 


This THIRD
AMENDED FORBEARANCE AGREEMENT (this “Third Amended Forbearance
Agreement”), is dated as of October 15, 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, 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 (the “First Amended Forbearance
Agreement”) 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 (the “Second Amended Forbearance
Agreement”) pursuant to which the Forbearance Period was
extended through October 14, 2007.


 


F.             The Forbearance Period (as
defined in the Second Amended Forbearance Agreement) under the Second Amended
Forbearance Agreement will expire on October 15, 2007 and the Company and
Subsidiaries have asked the Lender to further extend the Forbearance Period
through October 29, 2007;


 


G.            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


 


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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.


 


H.            The Company and the Subsidiaries
have advised the Lender that the Company, the Subsidiaries and the Noteholders
will, simultaneously with the execution of this Third Amended Forbearance
Agreement, amend and restate the Second 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 November 1, 2007, 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 “Third Amended Noteholder
Forbearance Agreement”).


 


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


 


(c)           References in this
Third 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
Third Amended Forbearance Effective Date (as defined below), the Lender agrees
that until the expiration of the “Forbearance Period” (as


 


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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 Third 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 Third
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 Third 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 Third 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 Third 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 any Forbearance Default
(as defined below), and (ii) October 30, 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 Third Amended Noteholder Forbearance Agreement, and/or the Forbearance
Period (as defined in the Third Amended Noteholder Forbearance Agreement) as a
result of the occurrence and continuation of any Forbearance Default (as
defined in the Third Amended Noteholder Forbearance Agreement) or any other
termination of the Third Amended 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 Third Amended
Forbearance Agreement, (E) the failure of any representation or warranty made
by the Company or any Subsidiary under this Third 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 Third Amended Noteholder Forbearance
Agreement; (G) the execution of any amendment


 


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or
modification to the Third 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
Third 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.


 


(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.


 


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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 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
Third Amended Forbearance Agreement shall become effective as of the first date
(the “Third 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 Third Amended Forbearance Agreement executed by each of the Lender, the
Company and each of the Subsidiaries;


 


(b)           the Lender shall have
received the Third 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


 


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earlier
termination upon the occurrence and continuation of a Forbearance Default, as
defined therein) through and including a date that is no earlier than October
31, 2007, and such Third 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 Third 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 Third 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 Third Amended Forbearance
Agreement, and will be on the Third 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 Third
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


 


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


 


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


 


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


 


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hereafter arising or incurred pursuant to or in connection with this
Third 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 Third 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 Third 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
Third 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 Third 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,
Sections 2.2 and 2.3 shall survive the termination of this Third Amended
Forbearance Agreement.


 


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


 


6.5          Counterparts. This
Third 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 Third 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 Third 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 Third 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
Third 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 Third 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 Third
Amended Forbearance Agreement or any of its rights, interests or obligations
hereunder. All of the terms, agreements, covenants, representations, warranties
and conditions of this Third 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 Second Amended Forbearance
Agreement, dated as of September 12, 2007, by and among the Lender, the Company
and the Subsidiaries is amended and restated by this Third Amended Forbearance
Agreement.


 


6.11        Entire Agreement. This
Third 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 Third
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