PLEDGE AGREEMENTPledge Agreement • May 12th, 2005 • TWC Holding Corp. • Texas
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of June 30, 2004, is made and entered into by and between the entities listed on Schedule 2 attached hereto and made a part hereof for all purposes, and TEXAS STATE BANK, a Texas banking corporation (“Secured Party”), with reference to the following:
LOAN AGREEMENTLoan Agreement • May 12th, 2005 • TWC Holding Corp. • 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 • May 12th, 2005 • TWC Holding Corp. • 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 2003Industrial Lease • May 12th, 2005 • TWC Holding Corp. • 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.
THE WORNICK COMPANY $125,000,000 107/8% Senior Secured Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • May 12th, 2005 • TWC Holding Corp. • 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 • May 12th, 2005 • TWC Holding Corp.
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)TWC Holding Corp. • May 12th, 2005 • Texas
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 12th, 2005 • TWC Holding Corp. • 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 • May 12th, 2005 • TWC Holding Corp. • 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 • May 12th, 2005 • TWC Holding Corp. • 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)Assignment and Assumption of Lease • May 12th, 2005 • TWC Holding Corp. • Ohio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2005 • TWC Holding Corp. • 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 ContractTWC Holding Corp. • May 12th, 2005
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”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2005 • TWC Holding Corp. • 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”).
TWC HOLDING LLC and TWC HOLDING CORP. (as Issuers) 13.875% Senior PIK Notes due 2011 INDENTURE Dated as of February 11, 2005 U.S. BANK NATIONAL ASSOCIATION (as Trustee)Indenture • May 12th, 2005 • TWC Holding Corp. • New York
INDENTURE, dated as of February 11, 2005, among TWC Holding LLC, a Delaware limited liability company (“Holding”), TWC Holding Corp., a Delaware corporation (together with Holding, the “Issuers,” which term includes any successors under this Indenture), and U.S. Bank National Association (the “Trustee”).
SECURITY AGREEMENT Dated as of June 30, 2004Security Agreement • May 12th, 2005 • TWC Holding Corp. • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2005 • TWC Holding Corp. • New York
TWC Holding LLC, a Delaware limited liability company and TWC Holding Corp., a Delaware corporation (each, an Issuer, and together, the “Company”), are issuing and selling to CIBC World Markets Corp. (the “Initial Purchaser”), upon the terms set forth in a purchase agreement, dated as of February 11, 2005 (the “Purchase Agreement”), regarding the Company’s 13.875% Senior PIK Notes due 2011, Series A in the aggregate principal amount of (a) $26,000,000 plus (b) the amount of interest and liquidated damages under the Indenture (as defined below) which has been paid in-kind in accordance with the terms of the Indenture (collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, each of the Issuers jointly and severally agrees with the Initial Purchaser, for the benefit of the holders of the Securities (as defined below) (including, without limitation, the Initial Purchaser), as follows:
LIMITED LIABILITY COMPANY OPERATING AGREEMENT of TWC HOLDING LLC Dated as of June 30, 2004Limited Liability Company Operating Agreement • May 12th, 2005 • TWC Holding Corp. • Delaware
AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLCLimited Liability Company Operating Agreement • May 12th, 2005 • TWC Holding Corp.
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”).
TWC HOLDING LLC TWC HOLDING CORP. $26,000,000 13.875% Senior PIK Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • May 12th, 2005 • TWC Holding Corp. • New York
Each of TWC Holding LLC, a Delaware limited liability company (the “Company”), and TWC Holding Corp., a Delaware corporation (“TWC Corp.” and, together with the Company, the “Issuers”), hereby agrees with you as follows:
AMENDMENT NO. 2 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLCTWC Holding Corp. • May 12th, 2005
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”).
