Exhibit
10.02


FIRST SUPPLEMENTAL
INDENTURE


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.


WHEREAS, the Issuer has
previously issued 10.875% Senior Secured Notes due 2011 in accordance with the
terms of the Indenture; and


WHEREAS, the Issuer has
requested an amendment to the Indenture on the terms and conditions set forth
herein; and


WHEREAS,
Sections 9.1 and 9.2 of the Indenture provides that the Issuer, the
Guarantors and the Trustee may amend, supplement or otherwise modify the
Indenture with the consent of a stated percentage of Holders of a majority in
aggregate principal amount of the Notes then outstanding (a majority, 66 2/3 or
100% as the case may be); and


WHEREAS, the Holders of
at least 66 2/3% in aggregate principal amount of the Notes have consented to
the amendment to the Indenture as set forth herein.


NOW, THEREFORE, the
Issuer and the Trustee hereby agree as follows:


ARTICLE ONE


1.1           Definitions.   For purposes of the Supplemental Indenture,
the terms defined in the recitals shall have the meanings therein specified;
any terms defined in the Indenture and not defined herein shall have the same
meanings as defined in the Indenture; and references to Sections shall, unless
the context indicates otherwise, be references to Sections of the Indenture.


1.2           Amendment to “Permitted
Indebtedness”.  Clauses
(g) and (h) of the definition of Permitted Indebtedness
are hereby amended in their entirety to read as follows:


 


(g)           The
Issuer’s incurrence or the incurrence by any Guarantor of Purchase Money
Indebtedness or Capitalized Lease Obligations;


 


 


 

















 


 


 provided, that the aggregate amount of such  Indebtedness incurred and outstanding at any
time pursuant to this clause (g) (plus any Refinancing Indebtedness incurred to
retire, defease, refinance, replace or refund such Indebtedness) does not
exceed $5,000,000; and


 


(h)           if
no Event of Default shall have occurred and be continuing, the Issuer’s
incurrence or the incurrence by any Guarantor of Indebtedness in an aggregate
amount incurred and outstanding at any time pursuant to this clause (h) (plus
any Refinancing Indebtedness incurred to retire, defease, refinance, replace or
refund such Indebtedness) of up to $5,000,000.


 


                                1.3
          Amendment to “Permitted Lien”. 
Clause (i) of the definition of Permitted Lien is
hereby amended by deleting the phrase “clause (g)(i) of the definition of ‘Permitted
Indebtedness’”  and replacing it with the
phrase “clause (g) of the definition of ‘Permitted Indebtedness’”.


 


Clause (m) of the definition of Permitted Lien is
hereby amended by inserting a semicolon immediately after “Section 4.7(b)” and
deleting the remainder of such clause.


 


ARTICLE TWO


2.1           Amendment to Limitation on
Incurrence of Additional Indebtedness and Disqualified Capital Stock.


(a)           Section 4.7(b) of the Indenture is
hereby amended to read in its entirety as follows:


“The foregoing
limitations of Section 4.7(a) will not prohibit the incurrence by the Issuer or
any Guarantor of Indebtedness pursuant to the Credit Agreement in an aggregate
amount incurred and outstanding at any time pursuant to this Section 4.7(b)
(plus any Refinancing Indebtedness incurred to retire, defease, refinance,
replace or refund such Indebtedness) not to exceed $27,500,000, plus any interest thereon that is more than 30 days past
due.”


ARTICLE THREE


ARTICLE THREE


                                3.1           Amendment to Trustee to Sign
Amendments, Etc.


                                                (a)           Section 9.7 of the Indenture is
hereby amended to read in its entirety as follows:


                                “Upon
the request of the Issuer accompanied by a resolution of its Board of Directors
authorizing the execution of any such amendment or supplemental indenture, 


 


 


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and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in this Section 9.7, the Trustee shall join
with the Issuer in the execution of such amendment or supplemental indenture
unless such amendment or supplemental indenture adversely affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amendment or supplemental indenture. 
In executing any amendment or supplemental indenture, the Trustee shall
be entitled to receive indemnity reasonably satisfactory to it and to receive and
(subject to Section 7.1 hereof) shall be fully protected in relying upon, an
Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amendment or supplemental indenture is authorized or permitted by this
Indenture.”


ARTICLE FOUR


4.1           Effectiveness.  The Supplemental Indenture shall become
effective as of the date hereof.


4.2           Effect of the Supplemental
Indenture.  The Supplemental
Indenture supplements the Indenture and shall be a part and subject to all the
terms thereof.  Upon the effectiveness
hereof, each reference in the Indenture to “the Indenture,” “hereunder,” “hereof”
or words of like import referring to the Indenture, and each reference in any
other agreement to “the Indenture,” “thereunder,” “thereof,” or words of like
import referring to the Indenture, shall mean and be a reference to the
Indenture as amended and supplemented hereby. 
Except as amended and supplemented hereby, the Indenture and the Notes
issued thereunder shall continue in full force and effect and are hereby
ratified and confirmed in all respects.


4.3           Waiver.  The execution, delivery and effectiveness of
the Supplemental Indenture shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any party hereto under the
Indenture, or constitute a waiver of any provision of any other agreement.


4.4           Counterparts.  The Supplemental Indenture may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.


4.5           Governing Law.  The Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the state of New York without
regard to its conflict of laws principle.


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed and
delivered as of November 13, 2007.


	
   

  	
  THE WORNICK
  COMPANY,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon P.
  Geisler

  
	
   

  	
   

  	
  Name:

  	
   Jon P. Geisler

  
	
   

  	
   

  	
  Title:

  	
   President & CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RIGHT AWAY MANAGEMENT

  CORPORATION,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon P. Geisler

  
	
   

  	
   

  	
  Name:

  	
  Jon P. Geisler

  
	
   

  	
   

  	
  Title:

  	
   President & CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT

  AWAY DIVISION,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon P. Geisler

  
	
   

  	
   

  	
  Name:

  	
  Jon P. Geisler

  
	
   

  	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE WORNICK COMPANY RIGHT 

  AWAY DIVISION, L.P.

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon P. Geisler

  
	
   

  	
   

  	
  Name

  	
  Jon P. Geisler

  
	
   

  	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence J. Bell

  
	
   

  	
   

  	
  Name:

  	
  Lawrence J. Bell

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
						



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