**Exhibit3.3**

AMENDMENT  NO. 6TO THELIMITED LIABILITY COMPANY OPERATING AGREEMENTOFTWC HOLDING LLC

This Amendment No.6 (this “Amendment”) to the Limited Liability Company OperatingAgreement of TWC Holding LLC, a Delaware limited liability company (the “Company”),is entered into and shall be effective as of November 8, 2006, by and among TheVeritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”),and the Persons listed as Additional Class B Members on the signature pageshereof (the “Newly Admitted Members”).

WHEREAS, theCompany was formed pursuant to that certain Limited Liability Company OperatingAgreement dated as of June 30, 2004 among Veritas and certain named employeesof the Wornick Group, as amended by (i) Amendment No. 1 to the LimitedLiability Company Operating Agreement, dated as of August 18, 2004, amongVeritas and the Members named therein, (ii) Amendment No. 2 to the LimitedLiability Company Operating Agreement, dated as of April 11, 2005, amongVeritas and the Members named therein, (iii) Amendment No. 3 to the LimitedLiability Company Operating Agreement, dated as of November 11, 2005, amongVeritas and the Members named therein, (iv) Amendment No. 4 to the LimitedLiability Company Operating Agreement, dated as of March 31, 2006, betweenVeritas and the Member named therein, and (v) Amendment No. 5 to the LimitedLiability Company Operating Agreement, dated as of May 1, 2006, between Veritasand the Member named therein (collectively, the “Operating Agreement”);and

WHEREAS, Veritasand the Newly Admitted Members desire to amend the Operating Agreement toreflect the admission of the Newly Admitted Members and certain other changes;

NOW, THEREFORE, inconsideration of the mutual agreements made herein, Veritas and the NewlyAdmitted Members hereby agree to amend the Operating Agreement as follows:

1.             Unless otherwise defined herein,capitalized terms shall have the meanings ascribed to them in the OperatingAgreement.

2.             Effective as of the date of thisAmendment, each of the Newly Admitted Members is hereby admitted to the Companyas Additional Class B Member.

3.             Schedule A and Schedule Bto the Operating Agreement are hereby amended to reflect (i) the admission ofthe Newly Admitted Members as Additional Class B Members, (ii) the eliminationof the entire Class B Membership Interest of Don Leifer

----

 

by reason of terminationof his employment, (iii) the elimination of the entire Class B MembershipInterests of Kevin Mooi and Jon Geisler by reason of voluntarily relinquishmentof such interests, (iv) the increase of the Class B Membership Interests ofMichael M. Thompson, Brian Lutes and Ted Samotis, and (v) the resulting changesto the Class A Percentage Interests of all Class A Members.

4.             All other terms of the OperatingAgreement shall remain in full force and effect and by their execution of thisAmendment, the Newly Admitted Members make the representations and warrantiesset forth in Section 5.2 of the Operating Agreement and agree to be bound byall of the terms and condition of the Operating Agreement applicable to theMembers.

5.             This Amendment may be executed inseveral counterparts, and all counterparts so executed shall constitute oneagreement, binding on all of the parties hereto, notwithstanding that all ofthe parties are not signatory to the original or same counterpart.

2

----

 

IN WITNESS WHEREOF, each of Veritas and the NewlyAdmitted Members has executed this Amendment as of the date first abovewritten.
|        | THE VERITAS CAPITAL FUND II, L.P. |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ Robert McKeon |
|   |                              | Authorized Signatory |
|   |                              |
|   |                              |
|   | ADDITIONAL CLASS B MEMBERS:       |
|   |                              |
|   |                              |
|   | By:                               | /s/ Tara Burke |
|   |                              | Tara Burke |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ John Gutzwiller |
|   |                              | John Gutzwiller |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ Michael DeVaudreuil |
|   |                              | Michael DeVaudreuil |

 

3

----

**SCHEDULE A**
| **Class A Members**                                                                                      | ** ** | **Capital  Contribution** | ** ** | **Percentage of  Class A Interests** | ** ** | **Class A  Percentage  Interest** |
|----------------------------------------------------------------------------------------------------------|------------|---------------------------|------------|--------------------------------------|------------|-----------------------------------|
| The Veritas Capital  Fund II, L.P.  590 Madison Avenue  New York, New York 10022  Attn: Robert B. McKeon |       | $35,500,000               |       | 94.6667%                             |       | 87.3300%                          |
|                                                                                                     |       |                      |       |                                 |       |                              |
| Larry L. Rose  3900 North 10th Street, Suite 910  McAllen, TX 78501                                 |       | $650,000                  |       | 1.7333%                              |       | 1.5990%                           |
|                                                                                                     |       |                      |       |                                 |       |                              |
| Keith Frase  412 Cardinal Avenue  McAllen, TX 78501-2750                                                 |       | $400,000                  | (1)        | 1.0667%                              |       | 0.9840%                           |
|                                                                                                     |       |                      |       |                                 |       |                              |
| Jon Geisler  7595 Fawnmeadow Lane  Sharonville, OH 45241                                                 |       | $400,000                  |       | 1.0667%                              |       | 0.9840%                           |
|                                                                                                     |       |                      |       |                                 |       |                              |
| Humberto Cavazos  5005 N. 8th Street  McAllen, TX 78504                                                  |       | $150,000                  |       | 0.4000%                              |       | 0.3690%                           |
|                                                                                                     |       |                      |       |                                 |       |                              |
| Michael Hyche  The Wornick Company  10825 Kenwood Road  Cincinnati, Ohio 45242                           |       | $100,000                  |       | 0.2667%                              |       | 0.2460%                           |
|                                                                                                     |       |                      |       |                                 |       |                              |
| Kevin Mooi  1518 Walton Lane S.E.  Smyrna, GA 30082                                                      |       | $100,000                  |       | 0.2667%                              |       | 0.2460%                           |
|                                                                                                     |       |                      |       |                                 |       |                              |
| John Kowalchik  The Wornick Company  10825 Kenwood Road  Cincinnati, OH 45242-2811                       |       | $100,000                  |       | 0.2667%                              |       | 0.2460%                           |

 

----

(1)50% ofKeith Frase's interest awarded to Amy Beth Frase, 1501 Jonquil, McAllen, Texas78501 in divorce decree.

A-1

----

 
|                                                     |   |        |   |      |   |     |
|-----------------------------------------------------|--------|-------------|--------|-----------|--------|----------|
| Lealan Westfield  1608 Lark  McAllen, TX 78504-3344 |   | $100,000    |   | 0.2667%   |   | 0.2460%  |
|                                                |   |        |   |      |   |     |
| **Total Class A**                                   |   | $37,500,000 |   | 100.0000% |   | 92.2500% |

** **

A-2

----

** **

**SCHEDULE B**
| **Class B Members**                                                                     | ** ** | **Class B  Percentage Interest** |
|-----------------------------------------------------------------------------------------|------------|----------------------------------|
|                                                                                    |       |                             |
| Michael M. Thompson  The Wornick Company  10825 Kenwood Road  Cincinnati, Ohio 45242    |       | 2.7500%                          |
|                                                                                    |       |                             |
| Brian Lutes  The Wornick Company  10825 Kenwood Road  Cincinnati, Ohio 45242            |       | 1.5000%                          |
|                                                                                    |       |                             |
| Michael Hyche  The Wornick Company  10825 Kenwood Road  Cincinnati, Ohio 45242          |       | 0.3750%                          |
|                                                                                    |       |                             |
| John Kowalchik  The Wornick Company  10825 Kenwood Road  Cincinnati, OH 45242-2811      |       | 0.5000%                          |
|                                                                                    |       |                             |
| Ted Samotis  The Wornick Company  10825 Kenwood Road  Cincinnati, Ohio 45242-2811       |       | 1.0000%                          |
|                                                                                    |       |                             |
| Tara Burke  The Wornick Company  10825 Kenwood Road  Cincinnati, OH 45242-2811          |       | 0.2500%                          |
|                                                                                    |       |                             |
| John Gutzwiller  The Wornick Company  10825 Kenwood Road  Cincinnati, OH 45242-2811     |       | 0.5000%                          |
|                                                                                    |       |                             |
| Michael DeVaudreuil  The Wornick Company  10825 Kenwood Road  Cincinnati, OH 45242-2811 |       | 0.5000%                          |

 

B-1

----

 
|                                                                                                                     |   |    |
|---------------------------------------------------------------------------------------------------------------------|--------|---------|
| General Barry R.  McCaffrey  BR McCaffrey Associates LLC  2900 South Quincy Street, Suite 300A  Arlington, VA 22206 |   | 0.1250% |
|                                                                                                                |   |    |
| Admiral Joseph W.  Prueher  126 Pinewood Road  Virginia Beach, VA 23451                                             |   | 0.1250% |
|                                                                                                                |   |    |
| Admiral Leighton W.  Smith, Jr.  17 Barons Drive  Pinehurst, NC 28374                                               |   | 0.1250% |
|                                                                                                                |   |    |
| **Total Class B**                                                                                                   |   | 7.7500% |

 

B-2

----