Exhibit
10.11


 


Amendment
No. 1 to Assets Purchase and Sale Contract


 


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”.


 


WHEREAS, the Parties have
previously entered into that certain Assets Purchase and Sale Contract dated
December 3, 2003 (the “Purchase Contract”); and


 


WHEREAS, the Parties
desire to amend the Purchase Contract upon the terms and conditions set forth
in this Amendment;


 


NOW, THEREFORE, for and
in consideration of the mutual covenants and agreements herein set forth, the
Parties agree as follows:


 


A.                                  
Unless otherwise
defined, all capitalized terms in this Amendment shall have the meanings
ascribed to such terms in the Purchase Contract.


 


B.                                    
Section 2.3 of
the Purchase Contract is hereby deleted in its entirety and the following
Section 2.3 is adopted by this Amendment in its place:


 


2.3.                             
CONSIDERATION


 


(a)                                 
The consideration for
the Assets (the “Purchase Price”) will be (a) One Hundred Fifty Five Million
Dollars  ($155,000,000) plus or minus the Adjustment Amount and (b) the
assumption of the Assumed Liabilities.


 


(b)                                
In accordance with
Section 2.7(b), at the Closing, the Purchase Price, prior to adjustment on
account of the Adjustment Amount, shall be delivered by Buyer as follows: (i)
One Hundred Fifty Million Dollars ($150,000,000) by wire transfer to Sellers;
and (ii) Five Million Dollars ($5,000,000) by wire transfer to an Escrow Agent
mutually satisfactory to Sellers and Buyer (the “Escrow Agent”) to hold in accordance
with the terms and conditions of an escrow agreement in form and substance
mutually satisfactory to Sellers and Buyer (the “Escrow Agreement”), providing
for, among other things, termination of the Escrow Agreement on
September 30, 2005.


 





















 


(c)                                 
Within ten (10)
Business Days after the execution of this Amendment, Veritas shall cause Buyer
to deposit the sum of Five Million Dollars ($5,000,000) (the “Deposit”) in
escrow in accordance with the terms and conditions of the Deposit Escrow
Agreement in the form of Exhibit A attached hereto.  Unless this
Contract shall be terminated pursuant to Section 9.1, on the Closing Date
the Deposit (together with all interest and other distributions or gains,
hereinafter referred to as “Earnings”) shall be released to Sellers as partial
payment  of the Purchase Price and the amount payable by Buyer to Sellers
at the Closing pursuant to Section 2.3(b) shall be reduced by the amount
of the Deposit and Earnings.  In the event the Closing does not occur as a
result of the Breach by Buyer of its obligations under this Contract, Sellers
shall be entitled to receive the Deposit and Earnings as liquidated
damages.  Buyer and Sellers hereby acknowledge that the amount of damages
which would be incurred by Sellers as a result of Buyer’s Breach of this
Contract for not Closing are difficult to ascertain and that the amount of
liquidated damages provided for by this Section 2.3(c) are
reasonable.  Notwithstanding anything to the contrary contained in this
Contract (including, without limitation, Sections 9.2 and 13.5), Buyer shall
have no other liability to Sellers in the event the Closing does not
occur.  In the event the Closing does not occur other than as a result of
the Breach by Buyer of its obligations under this Contract, the Deposit and
Earnings shall be returned to Buyer.


 


C.                                    
Section 2.6 of
the Purchase Contract is hereby amended to read in its entirety as follows:


 


2.6.                             
CLOSING


 


The purchase and sale provided for in this Contract
(the “Closing”) will take place at the offices of Winston & Strawn LLP, 200
Park Avenue, New York, New York 10166, commencing at 10:00 a.m. (local time) on
a date on or before June 30, 2004, agreed upon by Buyer and Sellers. 
Subject to the provisions of Article 9, failure to consummate the purchase
and sale provided for in this Contract on the date and time and at the place
determined pursuant to this Section 2.6 will not result in the termination
of this Contract and will not relieve any Party of its obligation under this
Contract.  In such a situation, the Closing will occur as soon as
practicable, subject to Article 9.


 


D.                                   
Section 2.7(b)(i)
of the Purchase Contract is hereby amended to read in its entirety as follows:


 


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(i)                                    
One Hundred Fifty
Million Dollars ($150,000,000) (less the amount of the Deposit and Earnings) by
wire transfer to an account specified by Sellers in a writing delivered to
Buyer at least three (3) Business Days prior to the Closing Date, and Five
Million Dollars ($5,000,000) by wire transfer to the account of the Escrow
Agent pursuant to the Escrow Agreement;


 


E.                                     
Section 9.1(f)
of the Purchase Contract is hereby amended by deleting the reference to
“March 31, 2004” in such section and substituting the date “
June 30, 2004” in lieu thereof.


 


F.                                     
Section 9.1(g)
of the Purchase Contract is hereby amended by deleting the reference to
“March 31, 2004” in such section and substituting the date
“June 30, 2004” in lieu thereof.


 


G.                                    
For the avoidance of
doubt, all references in the Purchase Contract to the approval of the Purchase
Contract by the ESOT Trustee (including, without limitation, those references
contained in Sections 7.8 and 8.6) shall mean the approval of the Purchase
Contract, as amended by this Amendment, by the ESOT Trustee.  Additionally,
all references in the Purchase Contract to the ESOT Trustee (including, without
limitation, paragraph 4 under “PREMISES” and Schedule 1) shall mean Susan
M. Ledingham, who replaced First Bankers Trust Company as the ESOT Trustee
effective December 23, 2003.


 


H.                                   
Except as herein and
hereby amended, modified or changed, all terms and provisions of the Purchase
Contract shall remain in full force and effect.


 


I.                                        
This Amendment may be
executed in one or more counterparts, each of which will be deemed to be an
original copy of this Amendment and all of which, when taken together, will be
deemed to constitute one and the same agreement.  The exchange of copies
of this Amendment and of signature pages by facsimile transmission shall
constitute effective execution and delivery of this Amendment as to the Parties
and may be used in lieu of the original Amendment for all purposes. 
Signatures of the Parties transmitted by facsimile shall be deemed to be the
original signatures for all purposes.


 


J.                                       
Attached hereto are
supplements to Schedules 3.6(a), 3.6(b), 3.13(a), 3.15 and 3.16(a) to update
the information and representations previously stated therein. 
Additionally, to supplement Schedule 3.19(a), Don Leifer, Vice President
of Sales and Marketing for Wornick, has become an Active Employee. 
Additionally, to supplement Schedule 3.3, Sellers have delivered to Buyer
the audited financial statements of Sellers as of December 31, 2003, which
include certain restatements related to prior periods and certain changes in
accounting materials, all as set forth therein.


 


K.                                   
Buyer hereby waives
the right to assert a claim for damages for Breach of any representation or
warranty as to any matter disclosed in the Schedules attached to the Purchase
Contract or supplemented hereby.  In addition, in the event that prior to
the Closing Sellers notify Buyer in writing of any other supplements to the
Schedules, Buyer waives its right


 


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to assert a claim against Sellers for damages in
connection with any representation or warranty relating to such notification; provided,
however, that Buyer shall be entitled to exercise its rights under
Section 9.1 of the Purchase Contract in connection with any such
notification.


 


L.                                     
For purposes of
satisfying the requirements of Section 2.3(b) of the Purchase Contract
concerning the Escrow Agreement, the parties agree that the Escrow Agreement
shall be in substantially the form of Exhibit B hereto, subject to any
changes required by the Escrow Agent.


 


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IN WITNESS
WHEREOF, the Parties have executed this Amendment as of the date first above
written.


 


 


	
  Buyer:

  	
   

  	
  Sellers:

  
	
   

  	
   

  	
   

  
	
  The Wornick Company, a
  Delaware corporation

  	
   

  	
  The Wornick Company, a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Robert
  B. McKeon

  	
   

  	
  By:

  	
     /s/
  Larry L. Rose

  
	
   

  	
  Robert B. McKeon

  	
   

  	
   

  	
  Larry L. Rose

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
  President and Chief
  Executive

  Officer

  



 


 


Solely for purposes of Section 2.3(c) and
Section 13.16:


 


	
  Veritas Capital
  Management II, L.L.C.

  	
   

  	
  The Wornick Company
  Right

  Away Division, a Nevada

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert B. McKeon

  	
   

  	
  By:

  	
     /s/
  Larry L. Rose

  
	
   

  	
  Robert B. McKeon

  	
   

  	
   

  	
  Larry L. Rose

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
  President and Chief
  Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Wornick Company
  Right Away

  
	
   

  	
   

  	
  Division, L.P., a Texas
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Right Away Management
  Corporation,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Keith
  Frase

  
	
   

  	
   

  	
   

  	
  Keith Frase, President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Right Away Management
  Corporation,

  
	
   

  	
   

  	
  a Texas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Keith
  Frase

  
	
   

  	
   

  	
   

  	
  Keith Frase, President

  



 


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