SECURITY AGREEMENT Dated as of June 30, 2004Security Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • New York
This SECURITY AGREEMENT, dated as of June 30, 2004 (this “Agreement”), is between The Wornick Company, a Delaware corporation (“TWC”), and the Subsidiaries of TWC listed on the signature pages hereto (the “Subsidiary Grantors”), and each Additional Grantor that from time to time becomes a party by executing a Security Agreement Supplement (together with TWC and the Subsidiary Grantors, the “Grantors”), and U.S. Bank National Association, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
PLEDGE AGREEMENTPledge Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Texas
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of June 30, 2004, is made and entered into by and between TWC Holding LLC, a Delaware limited liability company (“Pledgor”), and TEXAS STATE BANK, a Texas banking corporation (“Secured Party”), with reference to the following:
LOAN AGREEMENTLoan Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Texas
THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of June 30, 2004, by and among TEXAS STATE BANK (“Lender”), THE WORNICK COMPANY, a Delaware corporation (“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.
SECURITY AGREEMENTSecurity Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Texas
THIS SECURITY AGREEMENT, dated as of June 30, 2004, is made and entered into by and between: THE WORNICK COMPANY, a Delaware corporation, 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 “Debtor”); and TEXAS STATE BANK, a Texas banking corporation (the “Secured Party”).
STANDARD INDUSTRIAL LEASE and THE WORNICK COMPANY RIGHT AWAY DIVISION — TENANT DATED: MARCH 4TH 2003Standard Industrial Lease • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Texas
THIS STANDARD INDUSTRIAL LEASE (the “Lease”) is made to be effective the 4th day of March, 2003, by and between 270 Sharyland, L.P. (“Landlord”), a Texas limited partnership, and The Wornick Company Right Away Division (“Tenant”), a Nevada corporation, Charter No. C-25930-99; EIN #74-1909484.
PURCHASE AGREEMENTPurchase Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • New York
JEFFERIES & COMPANY, INC. CIBC WORLD MARKETS CORP. c/o Jefferies & Company, Inc. 11100 Santa Monica Boulevard 10th Floor Los Angeles, California 90025
NOVATION AGREEMENTNovation Agreement • October 27th, 2004 • Wornick CO Right Away Division, L.P. • Canned, frozen & preservd fruit, veg & food specialties
The Wornick Company, a corporation duly organized and existing under the laws of Nevada with its principal office in Blue Ash, Ohio (“Transferor”); The Wornick Company Right Away Division, L.P., a limited partnership duly organized and existing under the laws of Delaware with its principal office in Blue Ash, Ohio (“Transferee”); and the UNITED STATES OF AMERICA (“Government”) enter into this Agreement as of July 1, 2004.
GUARANTY (Continuing Debt-Unlimited)Guaranty • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Texas
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • New York
This INTERCREDITOR AGREEMENT, dated as of June 30, 2004 (this “Agreement”), is made by and 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 TEXAS STATE BANK, as the lender (the “Bank”) under the Credit Agreement (as defined below).
AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN RONALD C. WORNICK, AS LANDLORD, AND SHELF STABLE FOODS, INC., AS TENANTLease Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Ohio
The Lease Agreement effective December 30, 1994, between RONALD C. WORNICK, as “LANDLORD”, and SHELF STABLE FOODS, INC., an Ohio corporation, as “TENANT” is amended and restated in its entirety by this Amended and Restated Lease Agreement (this “Lease”) as follows:
LEASE AGREEMENT BY AND BETWEEN RONALD C. WORNICK, AS LANDLORD, AND THE WORNICK COMPANY, AS TENANTLease Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Texas
This Lease Agreement (this “Lease”) is made and entered into by and between RONALD C. WORNICK, as “LANDLORD”, and THE WORNICK COMPANY, a Texas corporation, as “TENANT”.
STANDARD FORM INDUSTRIAL BUILDING LEASE (MULTI-TENANT)Industrial Building Lease • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Ohio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • New York
The Wornick Company, a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and CIBC World Markets Corp. (the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of June 24, 2004 (the “Purchase Agreement”), $125,000,000 aggregate principal amount of the Company’s 107/8% Senior Secured Notes due 2011, Series A, including the Guarantees (as defined below) endorsed thereon (the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and each of the guarantors (the “Guarantors”) signatory to the Purchase Agreement jointly and severally agree with the Initial Purchasers, for the benefit of the holders of the Securities (as defined below) (including, without limitation, the Initial Purchasers), as follows:
Amendment No. 1 to Assets Purchase and Sale ContractAssets Purchase and Sale Contract • September 28th, 2004 • Wornick CO Right Away Division, L.P.
This Amendment No. 1 to Assets Purchase and Sale Contract (this “Amendment”) is made as of May 4, 2004 by and among The Wornick Company, a Nevada corporation (“Wornick”), The Wornick Company Right Away Division, a Nevada corporation (“TWCRAD”), The Wornick Company Right Away Division, L.P., a Texas limited partnership (“TWCRADLP”), Right Away Management Corporation, a Texas corporation (“RAMCO” and collectively with Wornick, TWCRAD and TWCRADLP, the “Sellers” and individually, a “Seller”), The Wornick Company, a Delaware corporation (“Buyer”), and Veritas Capital Management II, LLC (“Veritas”). Sellers, Buyer and Veritas are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT of TWC HOLDING LLC Dated as of June 30, 2004Limited Liability Company Operating Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Delaware
This Limited Liability Company Operating Agreement of TWC Holding LLC (the “Company”), a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Act”), is entered into and shall be effective as of June 30, 2004, by and among The Veritas Capital Fund II, L.P. (“Veritas”), and those employees and non-employee directors of The Wornick Company, a Delaware corporation (“Wornick”), and/or the Subsidiaries of Wornick (Wornick, together with its Subsidiaries being hereinafter collectively referred to as the “Wornick Group”) listed on the signature pages hereof or who may hereafter be admitted as Additional Members.
AGREEMENT OF LIMITED PARTNERSHIP OF THE WORNICK COMPANY RIGHT AWAY DIVISION, L.P.Limited Partnership Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P. • Delaware
This Agreement of Limited Partnership of The Wornick Company Right Away Division, L.P. is made and entered into as of the 22nd day of December, 2003, by and between RIGHT AWAY MANAGEMENT CORPORATION, a Delaware corporation, as general partner (the “General Partner”), and THE WORNICK COMPANY RIGHT AWAY DIVISION, a Delaware corporation, as limited partner (the “Limited Partner” and collectively with the General Partner, the “Partners”).
AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLCLimited Liability Company Operating Agreement • September 28th, 2004 • Wornick CO Right Away Division, L.P.
This Amendment No. 1 (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 August 18, 2004, by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), the Class A Members and Class B Members listed on the signature pages hereof and the Persons listed as Additional Members on the signature pages hereof (the “Additional Members”).
