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 ea