Wornick CO Sample Contracts

THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENT
Forbearance Agreement • October 17th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This Third Amended and Restated Forbearance Agreement is made, and is effective, as of October 15, 2007 (“Third Amended Forbearance Agreement”), and amends and restates that certain Second Amended Forbearance Agreement (defined below) by and among The Wornick Company (the “Company”), Right Away Management Corporation, The Wornick Company Right Away Division and The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and collectively, the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) under the Indenture, solely with respect to Sections 3(b)

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EMPLOYMENT AGREEMENT
Employment Agreement • April 14th, 2005 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of April 11, 2005, by and between The Wornick Company, a Delaware corporation (the “Company”), and Michael M. Thompson (“Employee”).

AMENDMENT NO. 2 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC
Limited Liability Company Operating Agreement • April 14th, 2005 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties

This Amendment No. 2 (this “Amendment”) to the Limited Liability Company Operating Agreement of TWC Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of April 11, 2005, by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), and the Persons listed as Additional Class B Members on the signature page hereof (the “Newly Admitted Members”).

FOURTH AMENDED AND RESTATED FORBEARANCE AGREEMENT
Forbearance Agreement • October 31st, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This Fourth Amended and Restated Forbearance Agreement is made, and is effective, as of October 30, 2007 (“Fourth Amended Forbearance Agreement”), and amends and restates that certain Third Amended Forbearance Agreement (defined below) by and among The Wornick Company (the “Company”), Right Away Management Corporation, The Wornick Company Right Away Division and The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and collectively, the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) under the Indenture, solely with respect to Sections 3(b

SIXTH AMENDED FORBEARANCE AGREEMENT
Forbearance Agreement • January 9th, 2008 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This SIXTH AMENDED FORBEARANCE AGREEMENT (this “Sixth Amended Forbearance Agreement”), is dated as of January 7, 2008, 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”).

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • November 15th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT is dated as of November 13, 2007 (this “Amendment”) between U.S. Bank National Association, in its capacity as trustee under the Indenture (as defined below) and as secured party under the Security Agreement (as defined in the Indenture) (together with its successors in such capacities, the “Trustee”), and DDJ TOTAL RETURN LOAN FUND, L.P., as assignee of Texas State Bank and the lender under the Credit Agreement (as defined below) (together with its successors in such capacities, the “Lender”).

FIFTH AMENDED FORBEARANCE AGREEMENT
Forbearance Agreement • December 4th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

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”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 15th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This SECOND AMENDMENT TO LOAN AGREEMENT is dated as of November 13, 2007 (this “Amendment”) among DDJ TOTAL RETURN LOAN FUND, L.P. (the “Lender”), THE WORNICK COMPANY, a Delaware corporation (the “Borrower”), 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”).

AMENDMENT NO. 7 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC
Limited Liability Company Operating Agreement • January 29th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties

This Amendment No. 7 (this “Amendment”) to the Limited Liability Company Operating Agreement of TWC Holding LLC, a Delaware limited liability company (the “Company”), is entered into, and shall be effective as of January 24, 2007, by The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”).

THIRD AMENDED FORBEARANCE AGREEMENT
Forbearance Agreement • October 17th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

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”).

FORBEARANCE AGREEMENT
Forbearance Agreement • May 7th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

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”).

FOURTH AMENDED FORBEARANCE AGREEMENT
Forbearance Agreement • October 31st, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This FOURTH AMENDED FORBEARANCE AGREEMENT (this “Fourth Amended Forbearance Agreement”), is dated as of October 30, 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”).

SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT
Forbearance Agreement • September 19th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This Second Amended and Restated Forbearance Agreement is made, and is effective, as of September 12, 2007 (“Second Amended Forbearance Agreement”), and amends and restates that certain First Amended Forbearance Agreement (defined below) by and among The Wornick Company (the “Company”), Right Away Management Corporation, The Wornick Company Right Away Division and The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and collectively, the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) under the Indenture, solely with respect to Sections 3

AGREEMENT
Severance Agreement • January 18th, 2008 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • Ohio

This Agreement (“Agreement”) is made and entered into as of June , 2007, by and between The Wornick Company, a Delaware corporation (the “Company”), and Dustin McDulin (“Employee”) (each a “Party” and together the “Parties”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 15th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of November 13, 2007, by and among THE WORNICK COMPANY, a Delaware corporation (the “Issuer,” which term includes any successors under the Indenture), the subsidiaries of the Issuer which include, 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 (collectively, the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee under the Indenture dated as of June 30, 2004 (as amended, the “Indenture”) between the Issuer and the Trustee.

FIFTH AMENDED AND RESTATED FORBEARANCE AGREEMENT
Forbearance Agreement • December 4th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This Fifth Amended and Restated Forbearance Agreement is made, and is effective, as of December 3, 2007 (“Fifth Amended Forbearance Agreement”), and amends and restates that certain Fourth Amended Forbearance Agreement (defined below) by and among The Wornick Company (the “Company”), Right Away Management Corporation, The Wornick Company Right Away Division and The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and collectively, the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) under the Indenture, solely with respect to Sections 3(b)

FORBEARANCE AGREEMENT
Forbearance Agreement • July 19th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This Forbearance Agreement (the “Agreement”) is made, and is effective, as of July 16, 2007, by and among The Wornick Company (the “Company”), Right Away Management Corporation, The Wornick Company Right Away Division and The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and collectively, the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) under the Indenture, solely with respect to Sections 3(b)(i) and 14 hereof.

FORBEARANCE AGREEMENT
Forbearance Agreement • July 19th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This FORBEARANCE AGREEMENT (this “Agreement”), is dated as of July 16, 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”).

SECOND AMENDED FORBEARANCE AGREEMENT
Forbearance Agreement • September 19th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This SECOND AMENDED FORBEARANCE AGREEMENT (this “Second Amended Forbearance Agreement”), is dated as of September 12, 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”).

FIRST AMENDED AND RESTATED FORBEARANCE AGREEMENT
Forbearance Agreement • August 17th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This First Amended and Restated Forbearance Agreement is made, and is effective, as of August 13, 2007 (“First Amended Forbearance Agreement”), and amends and restates that certain Forbearance Agreement (defined below) by and among The Wornick Company (the “Company”), Right Away Management Corporation, The Wornick Company Right Away Division and The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and collectively, the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) under the Indenture, solely with respect to Sections 3(b)(i) and 14 hereo

SIXTH AMENDED AND RESTATED FORBEARANCE AGREEMENT
Forbearance Agreement • January 9th, 2008 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This Sixth Amended and Restated Forbearance Agreement is made, and is effective, as of January 7, 2007 (“Sixth Amended Forbearance Agreement”), and amends and restates that certain Fifth Amended Forbearance Agreement (defined below) by and among The Wornick Company (the “Company”), Right Away Management Corporation, The Wornick Company Right Away Division and The Wornick Company Right Away Division L.P. (each a “Subsidiary,” and collectively, the “Subsidiaries”), the holders of the Company’s 10.875% Senior Secured Notes due 2011 (the “Notes”) that were issued pursuant to that certain Indenture, dated as of June 30, 2004 (as amended, modified, supplemented or amended and restated from time to time, the “Indenture”), that are signatories hereto (each a “Noteholder,” and collectively, the “Noteholders,” and together with the Company, the “Parties”) and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) under the Indenture, solely with respect to Sections 3(b)(i

AGREEMENT
Employment Agreement • April 24th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This Agreement (“Agreement”) is made and entered into as of April 18, 2007, by and between The Wornick Company, a Delaware corporation (the “Company”), and Jon P. Geisler (“Employee”) (each a “Party” and together the “Parties”).

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FIRST AMENDED FORBEARANCE AGREEMENT
Forbearance Agreement • August 17th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This FIRST AMENDED FORBEARANCE AGREEMENT (this “First Amended Forbearance Agreement”), is dated as of August 13, 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”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 20th, 2007 • Wornick CO • Canned, frozen & preservd fruit, veg & food specialties • New York

This FIRST AMENDMENT TO LOAN AGREEMENT is dated as of March 14, 2007 (this “Amendment”) among DDJ TOTAL RETURN LOAN FUND, L.P. (the “Lender”), THE WORNICK COMPANY, a Delaware corporation (the “Borrower”), 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”).

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