Exhibit 10.1


ASSIGNMENT AGREEMENT


This ASSIGNMENT AGREEMENT (this “Agreement”)
dated as of March 14, 2007 (the “Effective Date”) is by and between
TEXAS STATE BANK (“TSB”) and DDJ TOTAL RETURN LOAN FUND, L.P. (“Assignee”),
and acknowledged by TWC HOLDING, LLC (“TWC”), THE WORNICK COMPANY (“Borrower”),
RIGHT AWAY MANAGEMENT CORPORATION (“RAMC”), THE WORNICK COMPANY RIGHT
AWAY DIVISION (“TWCRAD”), and THE WORNICK COMPANY RIGHT AWAY DIVISION,
L.P. (individually, “TWCRADLP”, and collectively with RAMC and TWCRAD,
the “Guarantors”).


WITNESSETH:


WHEREAS, TSB is party to a Loan Agreement dated June
30, 2004 (the “Loan Agreement”) with the Borrower and the Guarantors;
and


WHEREAS, pursuant to the terms of (i) the Loan
Agreement, (ii) that certain Revolving Line of Credit Promissory Note dated
June 30, 2004 issued by the Borrower in favor of TSB in the face principal
amount of $15,000,000 (the “Revolving Note”), and (iii) the other Loan
Documents (as such term is defined in the Loan Agreement), TSB has made
Advances (as such term is defined in the Loan Agreement) to the Borrower on the
Revolving Loan (as such term is defined in the Loan Agreement), which Revolving
Loan and all other Obligations (as such term is defined in the Loan Agreement)
are secured by liens and security interests in the Collateral (as such term is
defined in the Loan Agreement); and


WHEREAS, TWC is the owner of all issued and
outstanding common stock of the Borrower and has pledged such stock to TSB as
security for the Revolving Loan and other Obligations; and


WHEREAS, TSB and U.S. Bank National Association are
parties to an Intercreditor Agreement dated June 30, 2004 (the “Intercreditor
Agreement”), with regard to certain matters set forth in that agreement,
including matters affecting the priority of liens and security interests in the
Collateral with respect to the Obligations and the Subordinated Lien
Indebtedness (as such term is defined in the Intercreditor Agreement), and the
parties agree that the Intercreditor Agreement is included within the
definition of “Loan Documents” as such term is used in this Agreement; and


WHEREAS, TSB desires to sell and assign to the
Assignee, and the Assignee desires to purchase from TSB, all right, title and
interest of TSB in, to and under the Loan Agreement, the Revolving Note, the
Intercreditor Agreement, the other Loan Documents, the Revolving Loan, the
other Obligations and the Collateral, including, without limitation: (i) the
outstanding principal balance of the Revolving Loan and all accrued and unpaid interest
and fees with respect thereto, all interest and fees which may in the future be
owing with respect thereto, and all other amounts funded by or payable to the “Lender”
under the Loan Agreement; (ii) all claims, suits, causes of action and any
other rights of TSB, whether known or unknown, against Borrower or any
Guarantor, or any of their respective affiliates, agents, representatives,
contractors or advisors that in any way are based upon, arise out of, or are
related to, the Revolving Loan, the Loan Agreement, the Revolving Note, the
Intercreditor Agreement, the other Loan Documents or the Collateral; (iii) all
rights of TSB under the Intercreditor Agreement; and (iv) all cash, securities,
or other property paid or delivered by the Borrower or the Guarantors, or
received by TSB, at any time from and after the Effective Date in respect of
any of the foregoing (collectively, the “Assigned Rights”); and


WHEREAS,
the Assignee desires to assume the ongoing obligations of TSB from and after
the Effective Date under the Loan Agreement, the Revolving Note, the
Intercreditor Agreement, and the other Loan Documents, including, without
limitation:  (i) obligations to fund
Advances under the Revolving Note on and after the Effective Date; and (ii)
obligations to fund additional credit facilities on and after the Effective
Date as requested by Borrower and subject to the terms, conditions and
limitations set forth 













in the Loan
Agreement (collectively, the “Assumed Obligations”); and TSB is willing
to transfer to the Assignee the Assumed Obligations.


NOW, THEREFORE, in consideration of the premises and
mutual agreements herein contained and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:


1.             Definitions.  Capitalized
terms used herein which are defined in the Loan Agreement have the same
meanings herein as therein, except to the extent that such meanings are amended
hereby.


2.             Assignment of Assigned Rights; Assumption of Obligations;
Acknowledgment by TWC, Borrower and Guarantors. 
Subject to the terms and conditions set forth herein:  (i) TSB hereby sells and assigns to the
Assignee, and the Assignee hereby purchases from TSB, the Assigned Rights; and
(ii) TSB hereby transfers to the Assignee, and the Assignee hereby
assumes, the Assumed Obligations.  TWC,
the Borrower and the Guarantors hereby acknowledge the assignment of the
Assigned Rights from TSB to the Assignee, and the assumption by the Assignee of
the Assumed Obligations.


3.             Payment of Purchase Price.  As
consideration for the sale and assignment of the Assigned Rights and the
assumption of the Assumed Obligations, the Assignee shall pay to TSB on the
Effective Date by wire transfer of immediately available funds to the account
of TSB listed on Schedule I hereto, the sum of $15,048,125.00 (the “Purchase
Price”).


4.             Effect of Assignment and Assumption. 
TSB, the Assignee, the Borrower, TWC, and the Guarantors
agree that from and after the Effective Date: (a) the Assignee shall be
entitled to the benefits of the terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents; (b) the Assignee
shall be entitled to exercise and enforce all rights of the “Lender”, “Secured
Party” and “Bank” under, and as such terms are defined in, each of the Loan
Documents, in the same manner as the Assignee would have been entitled to
exercise if the Assignee had been a direct signatory to or direct beneficiary
of each of the Loan Documents on the date the Loan Documents were originally
executed and delivered; (c) the Assignee shall be entitled to receive all
payments and distributions with respect to the Revolving Loan, the Revolving
Note, and the other Obligations; and (d) TSB shall be relieved from any and all
obligations under the Loan Documents.


5.             Conditions
Precedent.


(a)         Conditions Precedent to TSB’s Obligations.  The obligations of TSB under this Agreement
are subject to the satisfaction (or waiver by TSB in writing) of the following
conditions, on or prior to the Effective Date:


(i)            The Assignee, the Borrower, TWC, and the Guarantors shall
have executed and delivered this Agreement;


(ii)           All representations and warranties made by the Assignee
herein shall be true and correct as of the Effective Date; and


(iii)          TSB shall have received the Purchase Price.


(b)        Conditions Precedent to the Assignee’s Obligations.  The obligations of the Assignee to enter into
this Agreement are subject to the satisfaction (or waiver by the Assignee in
writing) of the following conditions, on or prior to the Effective Date:



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(i)            TSB, the Borrower and the Guarantors shall have executed
and delivered this Agreement;


(ii)           All representations and warranties made by TSB herein
shall be true and correct as of the Effective Date; and


(iii)          TSB shall have delivered to the Assignee (x) the original
Revolving Note duly endorsed to the order of, or otherwise duly transferred to,
the Assignee, without recourse to TSB, (y) the original certificates evidencing
the Ownership Interests pledged as security for the Obligations, and (z) a
deposit account control agreement (the “Account Control Agreement”), in
form and substance reasonably satisfactory to the Assignee and TSB, with
respect to all Deposit Accounts maintained by the Borrower and the Guarantors
at TSB.


6.             Representations
and Warranties of TSB.


(a)         TSB represents and warrants that:


(i)            TSB has all requisite power and authority to execute and
deliver this Agreement, assign the Assigned Rights and transfer the Assumed
Obligations to the Assignee, and this Agreement has been duly and validly
authorized, executed and delivered by TSB;


(ii)           Neither the execution, delivery and performance of this
Agreement by TSB, nor the sale, assignment and transfer of the Assigned Rights
and Assumed Obligations, violates, has resulted or will result in a breach of
any of, or constitute a default (or an event which with or without notice
and/or lapse of time would constitute a default) under, TSB’s organizational
documents, or any agreement or instrument to which TSB is a party or by which
it is bound, or any statute, order, rule or regulation of any court or other
governmental authority applicable to TSB;


(iii)          This Agreement and all documents executed in connection
herewith are the legal, valid and binding obligations of TSB, enforceable
against TSB in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization and similar laws affecting creditors’ rights generally,
moratorium laws from time to time in effect, and by equitable principles
restricting the availability of equitable remedies;


(iv)          TSB is the sole legal and beneficial owner and holder of
the Assigned Rights and is the only obligor with respect to the Assumed
Obligations, and TSB has good title to the Assigned Rights, free and clear of
any liens, security interests, claims, charges or other encumbrances except (i)
as provided in the Intercreditor Agreement, (ii) for ad valorem tax liens,
and/or federal, state or local tax liens, if any, affecting any of the
Collateral, and (iii) for the rights, if any, of any landlord under any lease;


(v)           TSB has not, directly or indirectly, pledged, encumbered,
assigned, transferred, conveyed, disposed of or terminated, in whole or in
part, any of its right, title and interest in and to the Assigned Rights,
except to the Assignee pursuant to this Agreement (it being acknowledged by the
Assignee that TSB’s rights with respect to the Collateral are subject to the
terms of the Intercreditor Agreement);


(vi)          As of the Effective Date: 
the outstanding principal amount of the Revolving Loan equals
$15,000,000.00; and accrued and unpaid interest owing in respect of the
Revolving Loan equals $48,125.00;


(vii)         TSB has no commitment or obligation under the Loan Documents
to make additional loans or extensions of credit to the Borrower or the
Guarantors, other than the obligation of 



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TSB under Section 2.01 of the Loan Agreement to
advance funds to the Borrower pursuant to one or more additional credit
facilities in an aggregate amount not to exceed $10,000,000 in the aggregate
subject to the terms, conditions and limitations set forth in Section 2.01 and
the other provisions of the Loan Agreement;


(viii)        Set forth on Schedule II is a
list of all Loan Documents executed or delivered on or before the Effective
Date (including all waivers, supplements, forebearances and amendments thereto,
but excluding closing certificates, borrowing requests, periodic reporting
certificates and similar routine documentation delivered by the Borrower in
accordance with the terms of the Loan Agreement).


(b)        Except as set forth in Sections 6(a), 9 and 10(c) of this
Agreement TSB (i) makes no representation or warranty and assumes no
responsibility whatsoever with regard to the Assigned Rights, the Obligations
or the Assumed Obligations, including, without limitation, any statements,
warranties or representations made in or in connection with the Loan Documents,
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Assigned Rights or the Assumed Obligations, and (ii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the Guarantors or the performance or
observance by the Borrower or the Guarantors of any of their respective
obligations under the Loan Documents.


7.             Representations and Warranties of the Assignee.  The Assignee represents and warrants that:


(a)         The Assignee has all requisite power and authority to
execute and deliver this Agreement and to purchase and assume the Assigned
Rights and Assumed Obligations, and this Agreement has been duly and validly
authorized, executed and delivered by the Assignee;


(b)        Neither the execution, delivery and performance of this
Agreement by the Assignee, nor the purchase and assumption of the Assigned
Rights and Assumed Obligations, violates, has resulted or will result in a
breach of any of, or constitute a default (or an event which with or without
notice and/or lapse of time would constitute a default) under, the Assignee’s
organizational documents, or any agreement or instrument to which the Assignee
is a party or by which it is bound, or any statute, order, rule or regulation
of any court or other governmental authority applicable to the Assignee;


(c)         This Agreement and all documents executed in connection
herewith are the legal, valid and binding obligations of the Assignee,
enforceable against the Assignee in accordance with their respective terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization and similar laws affecting creditors’ rights
generally, moratorium laws from time to time in effect, and by equitable
principles restricting the availability of equitable remedies; and


(d)        The Assignee has independently and without reliance upon TSB
made its own analysis and decision to enter into this Agreement, except that
the Assignee has relied upon the representations and warranties of TSB
expressly set forth in this Agreement.


8.             Obligations of Assignee under Loan Documents.  The Assignee covenants and agrees that the
Assignee will be bound by the provisions of the Loan Documents and will perform
in accordance with their terms all the obligations which by the terms of the
Loan Documents are required to be performed by the “Lender”, “Secured Party” or
“Bank” (as such terms are used in the Loan Documents).


9.             Receipt of Payments by TSB. 
Subject to the last sentence of this Section 9, if, at any time after
the Effective Date, TSB receives a payment or other distribution, whether
received by set-off or otherwise, of cash (including principal, interest or
fees), notes, securities or other property (including Collateral) or proceeds
in respect of the Assigned Rights (collectively, a “Distribution”), TSB
shall (i) promptly notify the Assignee and shall accept and hold the
Distribution for the account and sole 



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benefit of the Assignee, (ii) have no equitable or beneficial interest
in the Distribution, and (iii) deliver the Distribution (free of any withholding,
setoff, recoupment or deduction of any kind, except as required by law)
promptly to the Assignee in the same form received and, when necessary or
appropriate, with TSB’s endorsement, except to the extent prohibited under any
applicable law, rule or order. 
Distributions in cash received by TSB shall be remitted by wire transfer
of immediately available funds to the account of the Assignee listed on Schedule I.  In the event TSB fails to deliver any cash
Distribution to the Assignee within two days of TSB’s receipt of Assignee’s
written demand for delivery of any Distribution to the Assignee, TSB shall be
obligated to pay to the Assignee interest on the amount of such cash
Distribution at a rate equal to the Prime Rate from the date of TSB’s receipt of
such written demand for delivery through the date such cash Distribution is
actually delivered to the Assignee. 
Notwithstanding anything to the contrary set forth herein (i) unless and
until TSB shall have received a Control Notice (as such term is defined in the
Account Control Agreement) from the Assignee, TSB shall not be obligated to
remit to the Assignee any funds deposited in or remitted to the Accounts (as
such term is defined in the Account Control Agreement), and (ii) TSB may
exercise rights of offset and similar rights against the Accounts for payment
of charges, fees and expenses, and may honor garnishments, levies and other
similar third party non-consensual claims against funds on deposit in the
Accounts, in each case to the extent provided in the Account Control Agreement.


10.           Miscellaneous.


(a)         Survival. All representations, warranties, covenants
and agreements made by the parties hereto shall be considered to have been
relied upon by the parties hereto and shall survive the execution, delivery and
performance of this Agreement and all other documents contemplated herein.


(b)        Successors and Assigns. This Agreement, including,
without limitation, the representations, warranties, covenants and agreements
contained herein (a) shall inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns and transferees, and
(b) shall be binding upon and enforceable against the parties hereto and
their respective successors, assigns and transferees.


(c)         Further Assurances. Each of the parties hereto agrees
to execute and deliver, or cause to be executed and delivered, all such
instruments, and to take all such action, as the other party may reasonably
request in order to effectuate the intent and purposes of, and to carry out the
terms of, this Agreement.


(d)        Counterpart Execution. This Agreement may be executed
in any number of counterparts, each of which, when so executed and delivered,
shall be an original, but all of which together shall constitute one agreement binding
all of the parties hereto.


(e)         Amendments; Waivers.


(i)            No amendment of any provision of this Agreement shall be
effective unless it is in writing and signed by TSB and the Assignee (and, with
respect to any amendment of Sections 4, 10(m) and 10(n) that adversely affects
the interests of TWC, the Borrower or the Guarantors, with the additional
signature of TWC, the Borrower and the Guarantors), and no waiver of any
provision of this Agreement, nor consent to any departure by TSB or the
Assignee therefrom, shall be effective unless it is in writing and signed by
the other party (and, if such waiver or departure relates to any of Sections 4,
10(m) or 10(n) and adversely affects the interests of TWC, the Borrower or the
Guarantors, with the additional signature of TWC, the Borrower and the
Guarantors), and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.



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(ii)           No failure on the part of any party to exercise, and no
delay in exercising, any right hereunder or under any related document shall
operate as a waiver thereof by such party, nor shall any single or partial
exercise of any right hereunder or under any other related document preclude
any other or further exercise thereof or the exercise of any other right. The
rights and remedies of each party provided herein and in other related
documents (i) are cumulative and are in addition to, and not exclusive of, any
rights or remedies provided by law, and (ii) are not conditional or contingent
on any attempt by such party to exercise any of its rights under any other
related document against the other party or any other entity.


(f)            Governing Law; Consent to Jurisdiction and Venue.
This Agreement shall be construed and the obligation of the parties hereunder
shall be determined in accordance with the laws of the State of Texas and the
laws of the United States applicable to transactions occurring in Texas, and
this Agreement is performable in Hidalgo County, Texas.


(g)           ARBITRATION.  All disputes
related to this Agreement shall be resolved by binding arbitration.  Unless the parties select an alternate
arbitration process, all disputes relating to, directly or indirectly, this
Agreement shall be settled by means of arbitration conducted expeditiously in
accordance with the applicable rules of the American Arbitration
Association.  The parties to this
Agreement shall select a single arbitrator to handle the dispute, and if the
parties cannot agree on an arbitrator, the American Arbitration Association (or
other arbitration group selected by the parties by mutual agreement) shall
select the arbitrator.  The parties agree
that the subject matter of this Agreement involves interstate commerce.  The United States Arbitration Act, 9 U.S.C. ‘1-16,
will govern the arbitration and any court having jurisdiction of the dispute
may enter judgment upon the award the arbitrator renders.  If it is determined, however, that the United
States Arbitration Act is inapplicable, then the parties agree that the Texas
Arbitration Act, Texas Civil Practices and Remedies Code, Section 171.001, et
seq., shall apply.   The place of the
arbitration will be Houston, Texas.  The
parties hereby empower the arbitrator to award only compensatory damages.  The parties irrevocably waive in any dispute
any right they may have to any damages in excess of compensatory damage,
including, without limitation, punitive and treble damages.  All costs of the arbitration shall be shared
equally by the parties, unless the arbitrator, based on the nature of the
arbitration, determines that the costs of the arbitration should be paid by the
parties in another manner.


(h)           Notices. All demands, notices, requests, consents,
and communications hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered by courier service or messenger, sent
by overnight delivery service, facsimile transmission, or deposited in the
mails, by certified or registered mail, postage prepaid, return receipt
requested, to the parties at their addresses set forth on Schedule I
hereto, or to such other addresses as the parties may from time to time specify
in writing.  All demands, requests,
consents, notices and communications shall be deemed to have been received if
addressed in the manner described above, (i) at the time of actual delivery
thereof by hand, by courier service or by facsimile transmission, or (ii) if
sent by overnight delivery service, one (1) Business Day after deposit thereof
with such delivery service, or (iii) if sent by certified or registered mail,
three (3) Business Days after certification or registration thereof.


(i)            Integration. This Agreement, together with any
exhibits hereto and any documents delivered or executed on or after the date
hereof, constitute the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersede all prior
agreements, understandings or representations pertaining to the subject matter
hereof, whether oral or written. There are no representations, warranties or
other agreements between the parties in connection with the subject matter
hereof except as specifically set forth or incorporated herein.



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(j)            Severability. If any provision of this Agreement
or any other agreement or document delivered in connection herewith, is
partially or completely invalid or unenforceable in any jurisdiction, then that
provision shall be ineffective in that jurisdiction to extent of its invalidity
or unenforceability, but the invalidity or unenforceability of that provision
shall not affect the validity or enforceability or any other provision of this
Agreement, all of which shall be construed and enforced as if that invalid or
unenforceable provision were omitted, nor shall the invalidity or unenforceability
of that provision in one jurisdiction affect its validity or enforceability in
any other jurisdiction.


(k)           Captions and Headings. The section captions and
headings in this Agreement are for convenience only and are not intended to be
full or accurate descriptions of the contents thereof. They shall not be deemed
to be part of this Agreement and in no way define, limit, extend or describe
the scope or intent of any provisions hereof.


(l)            Controlling Agreement. To the extent that any
provisions of this Agreement are inconsistent with, or contrary to, any
provisions of any other document or agreement between TSB and the Assignee
relating to the Assigned Rights or the Assumed Obligations, the provisions of
this Agreement shall govern and control.


(m)          Acknowledgement by Borrowers and Guarantors.  TWC, the Borrower and each Guarantor
acknowledges and agrees that it has no claims, counterclaims, offsets, credits
or defenses to the Loan Documents or the performance of its obligations
thereunder, and that the outstanding principal and accrued interest owing on
the Revolving Loan as of the Effective Date is as represented in Section
6(a)(vi) of this Agreement.


(n)           Release by TWC, Borrower
and Guarantors.  TWC, the
Borrower and the Guarantors have requested that TSB refrain from taking actions
that TSB believes that TSB is otherwise authorized and permitted to take under
the Loan Documents, and that TSB transfer and assigns its rights and
obligations under the Loan Documents to the Assignee pursuant to the terms of
this Agreement, and TSB has agreed to do so. 
TWC, the Borrower and the Guarantors (hereinafter collectively referred
to as “Releasing Parties”), for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged and confessed, have
released, acquitted and forever discharged, and by these presents do release,
acquit and forever discharge Texas State Bank, Texas Regional Bancshares, Inc.,
and Banco Bilbao Vizcaya Argentaria, S.A., together with the present and former
agents, directors (including, but not limited to, G. E. Roney, Paul S. Moxley,
and Curtis Brockman), officers, shareholders, servants, employees, attorneys
(including, but not limited to, Frederick J. Biel, Vicki Skaggs, and Debra
Rosenberg), consultants, insurers, parent companies, subsidiaries, affiliates,
predecessors,  successors, assigns,
heirs, devisees, trustees and personal representatives of all of such persons
and entities, from any and all claims, demands and causes of action of whatever
nature that arose in whole or in part prior to the Effective Date.  Releasing Parties acknowledge that all of the
parties released herein are sufficiently identified and known to Releasing
Parties, and that the release is full and final with respect to all of them and
any of them.  The Releasing Parties agree
that this release is intended to be, and is, as broad and comprehensive as the
law allows, both in terms of what is being released and in terms of the persons
and entities being released.



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IN WITNESS WHEREOF, the undersigned have executed this Assignment as of
the day and year first above written.


	
  

  	
  TEXAS STATE BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis Brockman

  
	
   

  	
  Name: Curtis
  Brockman

  
	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DDJ TOTAL RETURN
  LOAN FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: GP Total
  Return, LP, its General Partner

  
	
   

  	
  By: GP Total
  Return, LLC, its General Partner

  
	
   

  	
  By: DDJ Capital
  Management, LLC, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Breazzano

  
	
   

  	
  Name: David J.
  Breazzano

  
	
   

  	
  Title: Member

  
	
   

  	
   

  



 



 8
 









 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  TWC

  	
   

  
	
   

  	
   

  
	
  TWC HOLDING, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert B. McKeon

  	
   

  	
   

  
	
  Name: Robert B.
  McKeon

  	
   

  
	
  Title: Chairman
  of the Board of Directors

  	
   

  
	
   

  	
   

  
	
  BORROWER

  	
   

  
	
   

  	
   

  
	
  THE WORNICK
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Larry L. Rose

  	
   

  	
   

  
	
  Name: Larry L. Rose

  	
   

  
	
  Title: President
  and CEO

  	
   

  
	
   

  	
   

  
	
  GUARANTORS

  	
   

  
	
   

  	
   

  
	
  RIGHT AWAY
  MANAGEMENT CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Larry L. Rose

  	
   

  	
   

  
	
  Name: Larry L.
  Rose

  	
   

  
	
  Title: President
  and CEO

  	
   

  
	
   

  	
   

  
	
  THE WORNICK
  COMPANY RIGHT AWAY DIVISION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Larry L. Rose

  	
   

  	
   

  
	
  Name: Larry L.
  Rose

  	
   

  
	
  Title: President
  and CEO

  	
   

  
	
   

  	
   

  
	
  THE WORNICK
  COMPANY RIGHT AWAY DIVISION, L.P.

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  Right Away
  Management Corporation,

  	
   

  
	
   

  	
  Its General
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Larry L. Rose

  	
   

  	
   

  
	
  Name: Larry L.
  Rose

  	
   

  
	
  Title: President
  and CEO

  	
   

  
							



 



 9















 


 


SCHEDULE I


Notice and Wire Transfer
Instructions


Texas State Bank


	
  Notice Address:

  	
   

  	
  Texas State Bank

  
	
   

  	
   

  	
  3900 N. 10th Street

  
	
   

  	
   

  	
  McAllen, Texas 78501

  
	
   

  	
   

  	
  Attention: Curtis Brockman, Executive Vice President

  
	
   

  	
   

  	
  Facsimile: 956-926-7840

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Atlas & Hall, L.L.P.

  
	
   

  	
   

  	
  818 Pecan Blvd.

  
	
   

  	
   

  	
  McAllen, Texas 78501

  
	
   

  	
   

  	
  Attention: Managing Partner

  
	
   

  	
   

  	
  Facsimile: 956-686-6109

  
	
   

  	
   

  	
   

  
	
  Wire Transfer Instructions:

  	
   

  	
  Texas State Bank

  
	
   

  	
   

  	
  ABA #: 114909013

  
	
   

  	
   

  	
  Acct Name: The Wornick Company

  
	
   

  	
   

  	
  Loan # 140145

  
	
   

  	
   

  	
  Attention: Curtis Brockman

  
	
   

  	
   

  	
   

  
	
  DDJ Total Return Loan Fund, L.P

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  	
  DDJ Total Return Loan Fund, L.P.

  
	
   

  	
   

  	
  c/o DDJ Capital Management, LLC

  
	
   

  	
   

  	
  130 Turner Street

  
	
   

  	
   

  	
  Building 3, Suite 600

  
	
   

  	
   

  	
  Waltham, MA 02453

  
	
   

  	
   

  	
  Facsimile: 781-283-8555

  
	
   

  	
   

  	
  Attention: Jackson Craig

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DDJ Capital Management, LLC

  
	
   

  	
   

  	
  130 Turner Street

  
	
   

  	
   

  	
  Building 3, Suite 600

  
	
   

  	
   

  	
  Waltham, MA 02453

  
	
   

  	
   

  	
  Facsimile: 781-283-8541

  
	
   

  	
   

  	
  Attention: Joshua McCarthy

  
	
   

  	
   

  	
   

  
	
  Wire Transfer Instructions:

  	
   

  	
  LaSalle Bank N.A. — Chicago

  
	
   

  	
   

  	
  ABA # 071000505

  
	
   

  	
   

  	
  Acct #: 722224.2

  
	
   

  	
   

  	
  Acct Name: LaSalle Trust/DDJ Total Return Loan Fund
  LP

  
	
   

  	
   

  	
  Attn: Greg Myers

  
	
   

  	
   

  	
  (312) 904-0283

  



 



 10
 









 


	
  TWC, the Borrower and
  the Guarantors

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  	
  The Wornick Company

  
	
   

  	
   

  	
  4701 Creek Road, Suite 200

  
	
   

  	
   

  	
  Cincinnati, OH 45242

  
	
   

  	
   

  	
  Attention: Larry Rose, President

  
	
   

  	
   

  	
  Facsimile: 513-552-7604

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gary, Thomasson, Hall & Marks Professional
  Corporation

  
	
   

  	
   

  	
  P.O. Box 2888

  
	
   

  	
   

  	
  Corpus Christi, TX 78403-2888

  
	
   

  	
   

  	
  Attention: Charles W. Thomasson

  
	
   

  	
   

  	
  Facsimile: 361-889-5100

  



 



 11
 









 


SCHEDULE II


List of Loan Documents


	
  1.

  	
   

  	
  Loan Agreement, dated as of June 30, 2004, among
  TSB, the Borrower and the Guarantors.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  $15,000,000.00 Revolving Line of Credit Promissory
  Note, dated June 30, 2004 by the Borrower in favor of TSB.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Guaranty (Continuing Debt-Unlimited), dated June 30,
  2004, by the Guarantors in favor of TSB.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Security Agreement, dated as of June 30, 2004, among
  the Borrower and the Guarantors, as debtors, and TSB, as secured party.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Pledge Agreement (TWC Delaware Shares), dated as of
  June 30, 2004, between TWC, as pledgor, and TSB, as secured party

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Pledge Agreement (Ownership Interests in Guarantors),
  dated as of June 30, 2004, between the Borrower, RAMC and TWCRAD as pledgors,
  and TSB, as secured party.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Security Agreement (Prior Wornick Parties), dated
  June 30, 2004, among The Wornick Company, a Nevada corporation, The Wornick
  Company Right Away Division, a Nevada corporation, The Wornick Company Right
  Away Division, L.P., a Texas limited partnership, and Right Away Management
  Corporation, a Texas corporation, as debtors, and TSB, as secured party.

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Assignment of Monies Due and to Become Due under
  U.S. Government Contracts, dated June 30, 2004 by each of the Borrower and
  TWCRADLP, as assignors, in favor of TSB, as assignee, and Notices of
  Assingment of Monies Due or to Become Due under U.S. Government Contracts
  dated August 1, 2005 from TSB to certain government agencies.

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Stock Certificate Number 2 for 1 Share of Common
  Stock of the Borrower together with Indorsement Certificate in favor of TSB.

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Stock Certificate Number 1 for 1 Share of Common
  Stock of RAMC together with Indorsement Certificate in favor of TSB.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Stock Certificate Number 1 for 1 Share of Common
  Stock of TWCRAD together with Indorsement Certificate in favor of TSB.

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Intercreditor Agreement, dated as of June 30, 2004,
  made by and between U.S. Bank National Association, in its capacity as
  trustee under the Indenture and as secured party under the Security Agreement
  (together with its successors in such capacities, the “Trustee”), and TSB, as
  lender under the Loan Agreement.

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  The following UCC financing statements naming Texas
  State Bank as “Secured Party”:

  
	
   

  	
   

  	
   

  



 


	
  Debtor

  	
   

  	
  Filing Jurisdiction

  	
   

  	
  Filing Number

  	
   

  	
  Filing Date

  	
   

  
	
  The Wornick Company

  	
   

  	
  Delaware

  	
   

  	
  41758061

  	
   

  	
  6/24/04

  	
   

  
	
  The Wornick Company
  Right Away Division

  	
   

  	
  Delaware

  	
   

  	
  41757535

  	
   

  	
  6/24/04

  	
   

  
	
  Right Away Management
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  41757113

  	
   

  	
  6/24/04

  	
   

  
	
  The Wornick Company
  Right Away Division L.P.

  	
   

  	
  Delaware

  	
   

  	
  41757766

  	
   

  	
  6/24/04

  	
   

  
	
  TWC Holding, LLC

  	
   

  	
  Delaware

  	
   

  	
  41757295

  	
   

  	
  6/24/04

  	
   

  



 



 12