EMPLOYMENT AGREEMENTEmployment 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”).
THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance 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)
FOURTH AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance 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 AGREEMENTSixth Amended 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 AGREEMENTIntercreditor 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 AGREEMENTForbearance 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 AGREEMENTLoan 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 LLCWornick CO • January 29th, 2007 • 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 AGREEMENTThird Amended 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 AGREEMENTForbearance 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 AGREEMENTFourth Amended 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 AGREEMENTForbearance 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
AGREEMENTAgreement • 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”).
AMENDMENT NO. 2 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLCWornick CO • April 14th, 2005 • 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”).
FIRST SUPPLEMENTAL INDENTUREFirst 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 AGREEMENTForbearance 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 AGREEMENTForbearance 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 AGREEMENTForbearance 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 AGREEMENTSecond Amended 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 AGREEMENTForbearance 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 AGREEMENTForbearance 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
AGREEMENTAgreement • 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”).
FIRST AMENDED FORBEARANCE AGREEMENTFirst Amended 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 AGREEMENTLoan 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”).
