Exhibit 10.01
FORBEARANCE AGREEMENT
This FORBEARANCE AGREEMENT (this "Agreement"), is dated as of May 7, 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.
At the Company's request, the Lender has agreed to forbear from
exercising those of its rights and remedies under the Loan Agreement, the other
Loan Documents and/or applicable law that have arisen due to the occurrence and
continuance of the Specified Defaults on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants and agreements set forth in this
Agreement, and intending to be legally bound, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
1.1
DEFINED TERMS.
(A)
CAPITALIZED TERMS THAT ARE DEFINED IN THIS AGREEMENT SHALL HAVE
THE MEANINGS ASCRIBED TO SUCH TERMS IN THIS AGREEMENT. ALL OTHER CAPITALIZED
TERMS SHALL HAVE THE MEANINGS ASCRIBED IN THE LOAN AGREEMENT. UNLESS THE CONTEXT
OF THIS AGREEMENT CLEARLY REQUIRES OTHERWISE, REFERENCES TO THE PLURAL INCLUDE
THE SINGULAR; REFERENCES TO THE SINGULAR INCLUDE THE PLURAL; THE WORDS
"INCLUDE," "INCLUDES," AND "INCLUDING" WILL BE DEEMED TO BE FOLLOWED BY "WITHOUT
LIMITATION"; AND THE TERM "OR" HAS, EXCEPT WHERE OTHERWISE INDICATED, THE
INCLUSIVE MEANING REPRESENTED BY THE PHRASE "AND/OR".
(B)
THIS AGREEMENT CONSTITUTES A "LOAN DOCUMENT" AS DEFINED IN THE
LOAN AGREEMENT.
(C)
REFERENCES IN THIS AGREEMENT TO THE LENDER SHALL CONSTITUTE
REFERENCES TO DDJ TOTAL RETURN LOAN FUND, L.P. SOLELY IN ITS CAPACITY AS THE
LENDER.
1
ARTICLE II
FORBEARANCE AND AMENDMENT TO LOAN AGREEMENT
2.1
FORBEARANCE; FORBEARANCE DEFAULT RIGHTS AND REMEDIES.
(A)
EFFECTIVE AS OF THE FORBEARANCE EFFECTIVE DATE (AS DEFINED BELOW),
THE LENDER AGREES THAT UNTIL THE EXPIRATION OF THE "FORBEARANCE PERIOD" (AS
DEFINED BELOW), IT WILL FORBEAR FROM EXERCISING ITS RIGHTS AND REMEDIES AGAINST
THE COMPANY OR THE SUBSIDIARIES UNDER THE LOAN AGREEMENT, THE OTHER LOAN
DOCUMENTS AND/OR APPLICABLE LAW SOLELY WITH RESPECT TO THE SPECIFIED DEFAULTS
(EXCLUDING, HOWEVER, 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