Exhibit 4.1


 




 





TWC HOLDING LLC


 


and


 


TWC HOLDING CORP.


 


(as Issuers)


 


 


13.875% Senior PIK Notes due 2011


 


 


INDENTURE


 


Dated as of February 11, 2005


 


 


U.S. BANK NATIONAL ASSOCIATION


 


(as Trustee)




 





 





















 


CROSS-REFERENCE TABLE(1)


 


	
  TIA Section

  	
   

  	
  Indenture Section

  
	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
   

  	
  7.8; 7.10

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.8; 7.10; 10.2

  
	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
   

  	
  2.5

  
	
   

  	
  (b)

  	
   

  	
   

  	
  10.3

  
	
   

  	
  (c)

  	
   

  	
   

  	
  10.3

  
	
  313

  	
  (a)

  	
   

  	
   

  	
  7.6

  
	
   

  	
  (b)(1)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
   

  	
  7.6; 7.7

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.5; 7.6; 10.2

  
	
   

  	
  (d)

  	
   

  	
   

  	
  7.6

  
	
  314

  	
  (a)

  	
   

  	
   

  	
  4.3; 4.4; 10.2

  
	
   

  	
  (b)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  10.4

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  10.4

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
   

  	
  10.5

  
	
   

  	
  (f)

  	
   

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
   

  	
  7.1(b)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.5; 10.2

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.1(a)

  
	
   

  	
  (d)

  	
   

  	
   

  	
  7.1(c)

  
	
   

  	
  (e)

  	
   

  	
   

  	
  6.11

  
	
  316

  	
  (a)(last sentence)

  	
   

  	
   

  	
  2.9

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  6.5

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  6.4

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.7

  
	
   

  	
  (c)

  	
   

  	
   

  	
  6.3

  
	
  317

  	
  (a)(1)

  	
   

  	
   

  	
  6.8

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  6.9

  
	
   

  	
  (b)

  	
   

  	
   

  	
  2.4

  
	
  318

  	
  (a)

  	
   

  	
   

  	
  10.1

  
						



 










(1)           This Cross-Reference table shall not, for
any purpose, be deemed to be part of this Indenture.


 


N.A. means not applicable


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND INCORPORATION

  BY REFERENCE

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Other Definitions

  	
   

  
	
  SECTION 1.3

  	
  Incorporation by Reference of Trust
  Indenture Act

  	
   

  
	
  SECTION 1.4

  	
  Rules of Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Form and Dating

  	
   

  
	
  SECTION 2.2

  	
  Execution and Authentication

  	
   

  
	
  SECTION 2.3

  	
  Registrar, Paying Agent and Depositary

  	
   

  
	
  SECTION 2.4

  	
  Paying Agent to Hold Money in Trust

  	
   

  
	
  SECTION 2.5

  	
  Holder Lists

  	
   

  
	
  SECTION 2.6

  	
  Transfer and Exchange

  	
   

  
	
  SECTION 2.7

  	
  Replacement Notes

  	
   

  
	
  SECTION 2.8

  	
  Outstanding Notes

  	
   

  
	
  SECTION 2.9

  	
  Treasury Notes

  	
   

  
	
  SECTION 2.10

  	
  Temporary Notes

  	
   

  
	
  SECTION 2.11

  	
  Cancellation

  	
   

  
	
  SECTION 2.12

  	
  Defaulted Interest

  	
   

  
	
  SECTION 2.13

  	
  CUSIP Numbers

  	
   

  
	
  SECTION 2.14

  	
  Issuance of Additional Notes as Payment of
  Interest or Liquidated Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  REDEMPTION

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Notices to Trustee

  	
   

  
	
  SECTION 3.2

  	
  Selection of Notes to Be Redeemed

  	
   

  
	
  SECTION 3.3

  	
  Notice of Redemption

  	
   

  
	
  SECTION 3.4

  	
  Effect of Notice of Redemption

  	
   

  
	
  SECTION 3.5

  	
  Deposit of Redemption Price

  	
   

  
	
  SECTION 3.6

  	
  Notes Redeemed in Part

  	
   

  
	
  SECTION 3.7

  	
  Optional Redemption

  	
   

  



 


ii





















 


	
  SECTION 3.8

  	
  No Mandatory Redemption

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Payment of Notes

  	
   

  
	
  SECTION 4.2

  	
  Maintenance of Office or Agency

  	
   

  
	
  SECTION 4.3

  	
  Commission Reports and Reports to Holders

  	
   

  
	
  SECTION 4.4

  	
  Compliance Certificate

  	
   

  
	
  SECTION 4.5

  	
  Taxes

  	
   

  
	
  SECTION 4.6

  	
  Stay, Extension and Usury Laws

  	
   

  
	
  SECTION 4.7

  	
  Limitation on Incurrence of Additional
  Indebtedness and Disqualified Capital Stock

  	
   

  
	
  SECTION 4.8

  	
  Limitation on Liens Securing Indebtedness

  	
   

  
	
  SECTION 4.9

  	
  Limitation on Restricted Payments

  	
   

  
	
  SECTION 4.10

  	
  Limitation on Dividend and Other Payment
  Restrictions Affecting Subsidiaries

  	
   

  
	
  SECTION 4.11

  	
  [Reserved]

  	
   

  
	
  SECTION 4.12

  	
  Limitation on Transactions with Affiliates

  	
   

  
	
  SECTION 4.13

  	
  Limitation on Sale of Assets and
  Subsidiary Stock

  	
   

  
	
  SECTION 4.14

  	
  Repurchase of Notes at the Option of the
  Holder upon a Change of Control

  	
   

  
	
  SECTION 4.15

  	
  [Reserved]

  	
   

  
	
  SECTION 4.16

  	
  Limitation on Status as Investment Company

  	
   

  
	
  SECTION 4.17

  	
  Maintenance of Properties and Insurance

  	
   

  
	
  SECTION 4.18

  	
  Corporate Existence

  	
   

  
	
  SECTION 4.19

  	
  Limitation on Lines of Business

  	
   

  
	
  SECTION 4.20

  	
  Rule 144A Information

  	
   

  
	
  SECTION 4.21

  	
  Repurchase of Notes at the Option of the
  Holder From Excess Cash Flow

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  SUCCESSORS

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Limitation on Merger, Sale or Consolidation

  	
   

  
	
  SECTION 5.2

  	
  Successor Corporation Substituted

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  DEFAULTS AND REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Events of Default

  	
   

  



 


iii





















 


	
  SECTION 6.2

  	
  Acceleration

  	
   

  
	
  SECTION 6.3

  	
  Other Remedies

  	
   

  
	
  SECTION 6.4

  	
  Waiver of Defaults

  	
   

  
	
  SECTION 6.5

  	
  Control by Majority

  	
   

  
	
  SECTION 6.6

  	
  Limitation on Suits

  	
   

  
	
  SECTION 6.7

  	
  Rights of Holders of Notes to Receive
  Payment

  	
   

  
	
  SECTION 6.8

  	
  Collection Suit by Trustee

  	
   

  
	
  SECTION 6.9

  	
  Trustee May File Proofs of Claim

  	
   

  
	
  SECTION 6.10

  	
  Priorities

  	
   

  
	
  SECTION 6.11

  	
  Undertaking for Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Duties of Trustee

  	
   

  
	
  SECTION 7.2

  	
  Rights of Trustee

  	
   

  
	
  SECTION 7.3

  	
  Individual Rights of Trustee

  	
   

  
	
  SECTION 7.4

  	
  Trustee’s Disclaimer

  	
   

  
	
  SECTION 7.5

  	
  Notice of Defaults

  	
   

  
	
  SECTION 7.6

  	
  Reports by Trustee to Holders of the Notes

  	
   

  
	
  SECTION 7.7

  	
  Compensation and Indemnity

  	
   

  
	
  SECTION 7.8

  	
  Replacement of Trustee

  	
   

  
	
  SECTION 7.9

  	
  Successor Trustee by Merger, etc

  	
   

  
	
  SECTION 7.10

  	
  Eligibility; Disqualification

  	
   

  
	
  SECTION 7.11

  	
  Preferential Collection of Claims Against
  Issuers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  
	
  LEGAL DEFEASANCE AND COVENANT
  DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Option to Effect Legal Defeasance or
  Covenant Defeasance

  	
   

  
	
  SECTION 8.2

  	
  Legal Defeasance

  	
   

  
	
  SECTION 8.3

  	
  Covenant Defeasance

  	
   

  
	
  SECTION 8.4

  	
  Conditions to Legal or Covenant Defeasance

  	
   

  
	
  SECTION 8.5

  	
  Deposited Money and Government Securities
  to Be Held in Trust; Other Miscellaneous Provisions

  	
   

  
	
  SECTION 8.6

  	
  Repayment to Issuers

  	
   

  
	
  SECTION 8.7

  	
  Reinstatement

  	
   

  
	
  SECTION 8.8

  	
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  
	
  AMENDMENT, SUPPLEMENT AND WAIVER

  



 


iv





















 


	
  SECTION 9.1

  	
  With Consent of Holders of a Majority

  	
   

  
	
  SECTION 9.2

  	
  With Consent of All Affected Holders of
  Notes or a Supermajority

  	
   

  
	
  SECTION 9.3

  	
  Without Consent of Holders of Notes

  	
   

  
	
  SECTION 9.4

  	
  Consent Payment; Supplemental Indentures

  	
   

  
	
  SECTION 9.5

  	
  Revocation and Effect of Consents

  	
   

  
	
  SECTION 9.6

  	
  Notation on or Exchange of Notes

  	
   

  
	
  SECTION 9.7

  	
  Trustee to Sign Amendments, etc.

  	
   

  
	
  SECTION 9.8

  	
  Compliance with Trust Indenture Act

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  Trust Indenture Act Controls

  	
   

  
	
  SECTION 10.2

  	
  Notices

  	
   

  
	
  SECTION 10.3

  	
  Communication by Holders of Notes with
  Other Holders of Notes

  	
   

  
	
  SECTION 10.4

  	
  Certificate and Opinion as to Conditions
  Precedent

  	
   

  
	
  SECTION 10.5

  	
  Statements Required in Certificate or
  Opinion

  	
   

  
	
  SECTION 10.6

  	
  Rules by Trustee and Agents

  	
   

  
	
  SECTION 10.7

  	
  No Personal Liability of Members,
  Stockholders, Employees, Officers and Directors

  	
   

  
	
  SECTION 10.8

  	
  Governing Law

  	
   

  
	
  SECTION 10.9

  	
  No Adverse Interpretation of Other
  Agreements

  	
   

  
	
  SECTION 10.10

  	
  Successors

  	
   

  
	
  SECTION 10.11

  	
  Severability

  	
   

  
	
  SECTION 10.12

  	
  Counterpart Originals

  	
   

  
	
  SECTION 10.13

  	
  Table of Contents, Headings, etc.

  	
   

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  FORM
  OF NOTE

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  B

  	
  FORM
  OF CERTIFICATE OF TRANSFER

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  C

  	
  FORM
  OF CERTIFICATE OF EXCHANGE

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  D

  	
  FORM
  OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

  	
   

  



 


v





















 


INDENTURE, dated as of February 11, 2005, among TWC
Holding LLC, a Delaware limited liability company (“Holding”),
TWC Holding Corp., a Delaware corporation (together with Holding, the “Issuers,” which term includes any successors under this Indenture),
and U.S. Bank National Association (the “Trustee”).


 


Each party agrees as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 13.875%
Series A Senior PIK Notes due 2011 (the “Series A
Notes”) and the 13.875% Series B Senior PIK Notes due 2011 (the
“Series B Notes,” and together with
the Series A Notes, the “Notes”):


 


ARTICLE I



DEFINITIONS AND INCORPORATION

BY REFERENCE


 


SECTION
1.1                                                  Definitions.


 


“144A Global Note”
means one or more Global Notes bearing the Private Placement Legend that shall
be issued in an aggregate amount of denominations equal in total to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“501 Global Note”
means one or more Global Notes bearing the Private Placement Legend that shall
be issued in an aggregate amount of denominations equal in total to the
outstanding principal amount of the Notes sold to institutional “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.


 


“Accrued Bankruptcy
Interest” means, with respect to any Indebtedness, all interest
accruing thereon after the filing of a petition by or against the Issuers or
any of their Subsidiaries or any parent under any Bankruptcy Law, in accordance
with and at the rate (including any rate applicable upon any default or event
of default, to the extent lawful) specified in the documents evidencing or
governing such Indebtedness, whether or not the claim for such interest is
allowed as a claim after such filing in any proceeding under such Bankruptcy
Law.


 


“Acquired Indebtedness”
means Indebtedness (including Disqualified Capital Stock) of any Person
existing at the time such Person becomes a Subsidiary of Holding, including by
designation, or is merged or consolidated into or with Holding or one of its Subsidiaries.


 


“Acquisition”
means the purchase or other acquisition of any Person of all or substantially
all the assets of any Person by any other Person, whether by purchase, merger,
consolidation or other transfer, and whether or not for consideration.


 


“Additional Notes”
means additional Notes which may be issued after the Issue Date pursuant to
this Indenture in payment of Interest or Liquidated Damages (other than
pursuant to an Exchange Offer or otherwise in exchange for or in replacement of
outstanding Notes).  All references
herein to “Notes” shall be deemed to include Additional Notes.


 


1





















 


“Affiliate” of
any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person.  For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, shall
mean (a) the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise, or
(b) beneficial ownership of 10% or more of the voting securities of such
Person.  


 


“Agent” means
any Registrar, Paying Agent or co-registrar.


 


“Applicable Premium”
means, with respect to any Note on any applicable redemption date, the greater
of:


 


(1)                                  1.0% of the then outstanding principal amount
of the Note; and


 


(2)                                  the excess of:


 


(a)                                  the present value at such redemption date of
(i) the redemption price of the Note at August 15, 2008 (such redemption
price being set forth in the table appearing in Section 3.7(a)) plus (ii) all
required Interest payments due on the Note from the Redemption Date through
August 15, 2008 (assuming accrued but unpaid Interest to the Redemption Date is
paid through the issuance of Additional Notes), computed using a discount rate
equal to the Treasury Rate as of such redemption date plus 50 basis points;
over


 


(b)                                 the then outstanding principal amount of the
Note.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange at the relevant time.


 


“Applicable Value”
means the greatest of the aggregate principal amount, par value, book value as
carried by the Issuers or market value, as applicable, of Capital Stock,
securities or other payment rights of a Subsidiary.


 


“Average Life”
means, as of the date of determination, with respect to any security or
instrument, the quotient obtained by dividing (1) the sum of the products
(a) of the number of years from the date of determination to the date or dates
of each successive scheduled principal (or redemption) payment of such security
or instrument and (b) the amount of each such respective principal (or
redemption) payment by (2) the sum of all such principal (or redemption)
payments.


 


“Bankruptcy Code”
means the United States Bankruptcy Code, codified at 11 U.S.C.
§§ 101-1330, as amended.


 


2





















 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar Federal, state or foreign law for the
relief of debtors.


 


“Beneficial Owner”
or “beneficial owner” for purposes of the
definitions of “Change of Control” and “Affiliate” has the meaning attributed
to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the
Issue Date).


 


“Board of Directors”
means, with respect to any Person, the board of directors of such Person (or if
such Person is not a corporation, the equivalent board of managers or members
or body performing similar functions for such Person) or any committee of the
board of directors of such Person (or if such Person is not a corporation, any
committee of the equivalent board of managers or members or body performing
similar functions for such Person) authorized, with respect to any particular
matter, to exercise the power of the board of directors of such Person (or if
such Person is not a corporation, the equivalent board of managers or members
or body performing similar functions for such Person).


 


“Broker-Dealer”
means any broker-dealer that receives Exchange Notes for its own account in the
Exchange Offer in exchange for Notes that were acquired by such broker-dealer
as a result of market-making or other trading activities.


 


“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in New York, New York are authorized or obligated
by law or other government action to close.


 


“Capital Contribution”
means any contribution to the equity of The Wornick Company, from a direct or
indirect parent of Holding for which no consideration has been given other than
the issuance of Qualified Capital Stock.


 


“Capital Stock”
means (i) with respect to any Person that is a corporation, any and all
shares, interests, participations, rights or other equivalents (however
designated and including all classes and series of common and preferred equity)
of corporate stock issued by such Person, (ii) with respect to a Person
that is a limited liability company, any and all membership interests in such
Person, and (iii) with respect to any other Person, any and all partnership,
joint venture or other equity interests of such Person.


 


“Capitalized Lease
Obligation” means, as to any Person, the obligations of such Person
under a lease that are required to be classified and accounted for as capital
lease obligations under GAAP and, for purposes of this definition, the amount
of such obligations at any date shall be the capitalized amount of such
obligations at such date, determined in accordance with GAAP.


 


3





















 


“Cash Equivalent”
means:


 


(1)                                  securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit
of the United States of America is pledged in support thereof),


 


(2)                                  marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof having, at the time of acquisition,
one of the two highest ratings obtainable from either S&P or Moody’s,


 


(3)                                  time deposits, certificates of deposit,
bankers’ acceptances and commercial paper issued by the parent corporation of
any domestic commercial bank of recognized standing having capital and surplus
in excess of $500,000,000,


 


(4)                                  commercial paper issued by others rated at
least A-2 or the equivalent thereof by S&P or at least P-2 or the
equivalent thereof by Moody’s,


 


(5)                                  repurchase obligations with a term of not
more than seven days for underlying securities of the types described in (1)
and (2) above entered into with any financial institution meeting the
qualifications specified in (3) above,


 


(6)                                  money market funds, substantially all of the
assets of which constitute Cash Equivalents of the kinds described in (1)
through (5) of this definition,


 


and in the case of each of
(1), (2), (3) and (4) maturing within one year after the date of acquisition.


 


“Change of Control”
means:


 


(1)                                  prior to consummation of an Initial Public
Offering, the Principal and its Related Parties shall (A) cease to be entitled,
by beneficial ownership of the Voting Equity Interests of Holding, contract or
otherwise, to elect or designate for election a majority of the Board of
Directors of Holding or (B) cease to beneficially own more than 50% of the
aggregate voting power of the Voting Equity Interests of Holding;


 


(2)                                  Holding adopts a plan of liquidation;


 


(3)                                  after the first Initial Public Offering,
(A) any “person” (including any group that is deemed to be a “person”)
(other than the Principal and its Related Parties) is or becomes the beneficial
owner, directly or indirectly, of more than 35% of the aggregate voting power
of the Voting Equity Interests of Holding, and (B) one or more of the
Principal and its Related Parties beneficially own, directly or indirectly, in
the aggregate a lesser percentage of the aggregate voting power of the Voting
Equity Interests of Holding 


 


4





















 


than such other person and do not have the
right or ability by voting power, contract or otherwise to elect or designate
for election a majority of Holding’s Board of Directors;


 


(4)                                  the Continuing Directors cease for any reason
to constitute a majority of Holding’s Board of Directors then in office; 


 


(5)                                  any merger or consolidation of Holding with
or into another person or the merger of another person with or into Holding, or
the sale of all or substantially all of Holding’s assets (determined on a
consolidated basis) to another person (other than, in all such cases, one or
more of the Principal and its Related Parties) other than, with respect to this
clause (5), a transaction in which the holders of securities that
represented 100% of the aggregate voting power of Holding’s Voting Equity
Interests immediately prior to such transaction own directly or indirectly at
least a majority of the aggregate voting power of the Voting Equity Interests
of the surviving person in such merger or consolidation or the transfer of such
assets immediately after such transaction or have the right or ability by voting
power, contract or otherwise to elect or designate for election a majority of
Holding’s Board of Directors;


 


(6)                                  The Wornick Company adopts a plan of
liquidation;


 


(7)                                  after the first Initial Public Offering, (A)
any “person” (including any group that is deemed to be a “person”) (other than
the Principal and its Related Parties) is or becomes the beneficial owner,
directly or indirectly, of more than 35% of the aggregate voting power of the
Voting Equity Interests of The Wornick Company, and (B) one or more of the
Principal and its Related Parties beneficially own, directly or indirectly, in
the aggregate a lesser percentage of the aggregate voting power of the Voting
Equity Interests of The Wornick Company than such other person and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of The Wornick Company’s Board of Directors;


 


(8)                                  the Continuing Directors cease for any reason
to constitute a majority of The Wornick Company’s Board of Directors then in
office;


 


(9)                                  any merger or consolidation of The Wornick
Company with or into another person or the merger of another person with or
into The Wornick Company, or the sale of all or substantially all of The
Wornick Company’s assets (determined on a consolidated basis) to another person
(other than, in all such cases, one or more of the Principal and its Related
Parties) other than, with respect to this clause (9), a transaction in which
the holders of securities that represented 100% of the aggregate voting power
of The Wornick Company’s Voting Equity Interests immediately prior to such
transaction own directly or indirectly at least a majority of the aggregate
voting power of the Voting Equity Interests of the surviving person in such
merger or consolidation or the transferee of such assets immediately after such
transaction or have the right or ability by voting 


 


5





















 


power, contract or otherwise to elect or
designate for election a majority of The Wornick Company’s Board of Directors;
or


 


(10)                            the failure at any time by Holding to
beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, 100% of the Voting Stock of The Wornick Company (except
to the extent The Wornick Company is merged with and into Holding or one of its
Wholly Owned Subsidiaries in accordance with the terms of this Indenture).


 


As used in this definition, “person” (including any
group that is deemed to be a “person”) has the meaning given by Section 13(d)
of the Exchange Act, whether or not applicable.


 


“Clearstream”
means Clearstream Banking Luxembourg, Société Anonyme, or any successor
securities clearing agency.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Commission” means
the Securities and Exchange Commission.


 


“consolidated”
means, with respect to Holding, the consolidation of the accounts of its
Subsidiaries with those of Holding, all in accordance with GAAP; provided that “consolidated” will not include consolidation
of the accounts of any Unrestricted Subsidiary with the accounts of Holding.


 


“Consolidated Coverage
Ratio” of any Person on any date of determination (the “Transaction Date”) means the ratio, on a pro forma basis, of
(a) the aggregate amount of Consolidated EBITDA of such Person
attributable to continuing operations and businesses (exclusive of amounts
attributable to operations and businesses permanently discontinued or disposed
of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges
of such Person (exclusive of amounts attributable to operations and businesses
permanently discontinued or disposed of, but only to the extent that the
obligations giving rise to such Consolidated Fixed Charges would no longer be
obligations contributing to such Person’s Consolidated Fixed Charges subsequent
to the Transaction Date) during the Reference Period; provided
that, for purposes of such calculation:


 


(1)                                  Acquisitions which occurred during the
Reference Period or subsequent to the Reference Period and on or prior to the
Transaction Date shall be assumed to have occurred on the first day of the
Reference Period,


 


(2)                                  transactions giving rise to the need to
calculate the Consolidated Coverage Ratio shall be assumed to have occurred on
the first day of the Reference Period,


 


(3)                                  the incurrence of any Indebtedness (including
issuance of any Disqualified Capital Stock) during the Reference Period or
subsequent to the Reference Period and on 


 


6





















 


or prior to the Transaction Date (and the
application of the proceeds therefrom to the extent used to refinance or retire
other Indebtedness (other than Indebtedness incurred under any revolving credit
agreement or similar facility)) shall be assumed to have occurred on the first
day of the Reference Period, and


 


(4)                                  the Consolidated Fixed Charges of such Person
attributable to interest on any Indebtedness or dividends on any Disqualified
Capital Stock bearing a floating interest (or dividend) rate shall be computed
on a pro forma basis as if the average rate in effect from the beginning of the
Reference Period to the Transaction Date had been the applicable rate for the
entire period, provided that if such Person or
any of its Subsidiaries is a party to an Interest Swap or Hedging Obligation
(which shall remain in effect for the 12-month period immediately following the
Transaction Date) that has the effect of fixing the interest rate on the date
of computation, then such rate (whether higher or lower) shall be used.


 


“Consolidated EBITDA”
means, with respect to any Person, for any period, the Consolidated Net Income
of such Person for such period, adjusted to add thereto (to the extent deducted
from net revenues in determining Consolidated Net Income), without duplication,
the sum of:


 


(1)                                  consolidated income tax expense,


 


(2)                                  consolidated depreciation and amortization
expense,


 


(3)                                  Consolidated Fixed Charges,


 


(4)                                  any non-recurring restructuring and
extraordinary charges (as determined in accordance with GAAP),


 


(5)                                  Management Fees,


 


(6)                                  Non-Cash ESOP Compensation Charges, and


 


(7)                                  all other non-cash charges reducing
Consolidated Net Income for such period but excluding non-cash charges that
require an accrual of or a reserve for cash charges for any future periods and
normally occurring accruals such as reserves for accounts receivable, and


 


less the amount of all cash
payments made by such Person or any of its Subsidiaries during such period to
the extent such payments relate to non-cash charges that were added back in
determining Consolidated EBITDA for such period or any prior period; provided that consolidated income tax expense and depreciation
and amortization of a Subsidiary that is a less than Wholly Owned Subsidiary
shall only be added to the extent of the equity interest of the Issuers in such
Subsidiary.


 


7





















 


“Consolidated Fixed Charges”
of any Person means, for any period, the aggregate amount (without duplication
and determined in each case in accordance with GAAP) of:


 


(a)                                  interest expensed or capitalized, paid,
accrued, or scheduled to be paid or accrued (including, in accordance with the
following sentence, interest attributable to Capitalized Lease Obligations) of
such Person and its Consolidated Subsidiaries during such period, including (1)
original issue discount and non-cash interest payments or accruals on any
Indebtedness, (2) the interest portion of all deferred payment
obligations, and (3) all commissions, discounts and other fees and charges
owed with respect to bankers’ acceptances and letters of credit financings and
currency and Interest Swap and Hedging Obligations, in each case to the extent
attributable to such period, and


 


(b)                                 the product of (i) the amount of cash
dividends accrued or payable (or guaranteed) by such Person or any of its
Consolidated Subsidiaries in respect of Preferred Stock (other than by
Subsidiaries of the Issuers or to the Issuers’ Wholly Owned Subsidiaries) times
(ii) a fraction, the numerator of which is one and the denominator of
which is one minus the then current effective consolidated Federal, state and
local income tax rate of such Person, expressed as a decimal (as estimated in
good faith by the Issuers).


 


For purposes of this
definition, (x) interest on a Capitalized Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined in reasonable good faith by
Holding to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP and (y) interest expense attributable
to any Indebtedness represented by the guarantee by such Person or a Subsidiary
of such Person of an obligation of another Person shall be deemed to be the
interest expense attributable to the Indebtedness guaranteed.


 


“Consolidated Net Income”
means, with respect to any specified Person for any period, the net income (or
loss) of such specified Person and its Consolidated Subsidiaries (determined on
a consolidated basis in accordance with GAAP) for such period, adjusted to
exclude (only to the extent included in computing such net income (or loss) and
without duplication):


 


(a)                                  all gains or losses which are either
extraordinary (as determined in accordance with GAAP) or are unusual and
nonrecurring (including any gain or loss from the sale or other disposition of
assets outside the ordinary course of business or from the issuance or sale of
any Capital Stock),


 


(b)                                 the net income or loss of any Person acquired
in a pooling of interests transaction for any period prior to the date of such
acquisition,


 


(c)                                  the net income, if positive, of any Person,
other than a Consolidated Subsidiary, in which such specified Person or any of
its Consolidated Subsidiaries has an interest, except to the extent of the
amount of any dividends or distributions actually paid in cash to such
specified Person or a Consolidated Subsidiary of such specified Person during 


 


8





















 


such period, but in any case not in excess of
such Person’s pro rata share of such Person’s net income for such period,


 


(d)                                 the net income, if positive, of any of such
specified Person’s Consolidated Subsidiaries to the extent that the declaration
or payment of dividends or similar distributions is not at the time permitted
by operation of the terms of its charter or bylaws or any other agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Consolidated Subsidiary, and


 


(e)                                  the net income of any Person that is an
Unrestricted Subsidiary, except to the extent of cash dividends or distributions
paid to such specified Person or a Subsidiary of the specified Person by such
Person.


 


“Consolidated Net Worth”
of any Person at any date means the aggregate consolidated stockholders’ equity
of such Person (including amounts of equity attributable to Preferred Stock)
and its Consolidated Subsidiaries, as would be shown on the consolidated
balance sheet of such Person prepared in accordance with GAAP, adjusted to
exclude (to the extent included in calculating such equity) the amount of any
such stockholders’ equity attributable to Disqualified Capital Stock or
treasury stock of such Person and its Consolidated Subsidiaries.


 


“Consolidated Subsidiary”
means, for any Person, each Subsidiary of such Person (whether now existing or
hereafter created or acquired) the financial statements of which are
consolidated for financial statement reporting purposes with the financial
statements of such Person in accordance with GAAP.


 


“Continuing Director”
means, during any period of 24 consecutive months after the Issue Date,
individuals who at the beginning of any such 24-month period constituted the
Board of Directors of Holding or The Wornick Company, as applicable (together
with any new directors whose election by the Board of Directors of Holding or
The Wornick Company, as applicable, or whose nomination for election by the
shareholders of Holding or The Wornick Company, as applicable, was approved by
a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved, including new directors designated in or
provided for in an agreement regarding the merger, consolidation or sale,
transfer or other conveyance of all or substantially all of the assets of
Holding or The Wornick Company, as applicable, if such agreement was approved
by a vote of such majority of directors).


 


“contractually subordinated”
means subordinated in right of payment by its terms or the terms of any document
or instrument or instrument relating thereto. 
For the avoidance of doubt, unsecured Indebtedness is not “contractually
subordinated” to secured Indebtedness and a junior Lien on any assets securing
Indebtedness does not render such Indebtedness “contractually subordinated” to
Indebtedness that is secured by a senior Lien on such assets.


 


9





















 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate
trust business shall be principally administered, which office at the date
hereof is located at 60 Livingston Avenue, St. Paul, Minnesota 55107-2292,
Attention:  Corporate Trust Administration,
or such other address as the Trustee may designate from time to time by notice
to the Holders and the Issuers, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Issuers).


 


“Credit Agreement”
means one or more debt facilities (including the Existing Credit Agreement) or
other financing arrangements (including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith), in each case, as amended, restated, supplemented, renewed, replaced
or otherwise modified from time to time whether or not with the same agent,
trustee, representative lenders or holders, and, subject to the proviso to the
next succeeding sentence, irrespective of any changes in the terms and
conditions thereof.  Without limiting the
generality of the foregoing, the term “Credit Agreement” shall include
agreements in respect of Interest Swap and Hedging Obligations with lenders (or
Affiliates thereof) party to such debt facility or other financing arrangement
and shall also include any amendment, amendment and restatement, renewal,
extension, restructuring, supplement or modification to such debt facility or
other financing arrangement and all refundings, refinancings and replacements
of such debt facility or other financing arrangement with another debt facility
or financing arrangement, including any debt facility or financing arrangement:


 


(1)                                  extending the maturity of any Indebtedness
incurred thereunder or contemplated thereby,


 


(2)                                  adding or deleting borrowers or guarantors
thereunder, so long as borrowers and Issuers include one or more of Holding and
its Subsidiaries and their respective successors and assigns,


 


(3)                                  increasing the amount of Indebtedness
incurred thereunder or available to be borrowed thereunder; provided that on the date such Indebtedness is incurred it
would not be prohibited by Section 4.7, or


 


(4)                                  otherwise altering the terms and conditions
thereof in a manner not prohibited by the terms of this Indenture.


 


“Default” means
any event that is or with the passage of time or the giving of notice or both
would be an Event of Default.


 


“Definitive Note”
means one or more certificated Notes registered in the name of the Holder
thereof and issued in accordance with Section 2.6 hereof, substantially in
the form of Exhibit A hereto except that such Note shall not include the
information called for by footnotes 3 and 5 thereof.


 


10





















 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.3 hereof as the Depositary
with respect to the Notes, until a successor will have been appointed and
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” will mean or include such successor.


 


“Disqualified Capital Stock”
means with respect to any Person, any (i) Equity Interest of such Person
that, by its terms or by the terms of any security into which it is
convertible, exercisable or exchangeable, is, or upon the happening of an event
or the passage of time or both would be, required to be redeemed or
repurchased, including at the option of the holder thereof, by such Person or
any of its Subsidiaries, in whole or in part, on or prior to 91 days following
the Stated Maturity of the Notes or (ii) Preferred Stock.  Notwithstanding the foregoing, any Equity
Interests (other than Preferred Stock) that would constitute Disqualified
Capital Stock solely because the holders thereof have the right to require
Holding or any of its Subsidiaries to repurchase such Equity Interests upon the
occurrence of a change of control or an asset sale or with excess cash flow
shall not constitute Disqualified Capital Stock if the terms of such Equity
Interests provide that Holding or such Subsidiary, as the case may be, may not
repurchase or redeem any such Equity Interests pursuant to such provisions
prior to Holding’s purchase of the Notes as are required to be purchased
pursuant to the provisions of the Indenture as described in Sections 4.13,
4.14 and 4.21.


 


“Distribution Compliance
Period” means the 40-day restricted period as defined in
Regulation S.


 


“DTC” means The
Depository Trust Company and any successor thereto.


 


“Employee Stock Ownership Trust”
means “The Wornick Company Employee Stock Ownership Trust,” as in effect as of
the Issue Date, without giving effect to any amendment or modification thereof
or supplement thereto.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any
successor securities clearing agency.


 


“Event of Loss”
means, with respect to any property or asset, (1) any loss, destruction or
damage of such property or asset, (2) any condemnation, seizure or taking,
by exercise of the power of eminent domain or otherwise, of such property or
asset, or confiscation or requisition of the use of such property or asset or
(3) any settlement in lieu of clause (2) above, in each case having a
fair market value or resulting in gross proceeds in excess of $1,000,000.


 


“Excess Cash Flow”
means, with respect to any Person for any period, the Consolidated EBITDA of
such Person for such period, (a) adjusted to deduct therefrom the sum,
without duplication, of the following: 
(1) the cash portion of Consolidated Fixed Charges of 


 


11





















 


such Person paid during such period;
(2) capital expenditures of such Person and its Subsidiaries made during
such period; (3) all federal, state and local income taxes of such Person
and its Subsidiaries paid during such period; (4) permanent reductions of
Indebtedness incurred under the Credit Agreement; (5) any net increase in
Working Capital for such period; and (6) $3,000,000; and (b) adjusted
to add thereto the sum, without duplication, of (1) any net decrease in
Working Capital for such period and (2) the amount of reimbursements, if
any, received during such period in respect of capital expenditures.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange Notes”
means the Series B Notes, issued pursuant to an Exchange Offer and identical in
all respects to the Series A Notes, except that (i) such securities shall have
been registered pursuant to an effective registration statement under the
Securities Act, (ii) such securities shall not contain a restrictive legend
thereon, (iii) such securities shall not contain provisions relating to the
accrual or payment of Liquidated Damages and (iv) Interest on each
Exchange Note shall accrue from the last Interest Payment Date on which Interest
was paid on the Notes surrendered in exchange therefor or, if no Interest has
been paid on the Notes, from the date of original issue of the Notes.


 


“Exchange Offer”
means an offer that may be made by the Issuers pursuant to the Registration
Rights Agreement to exchange Exchange Notes for Series A Notes.


 


“Exchange Offer
Registration Statement” shall have the meaning set forth in the
Registration Rights Agreement.


 


“Exempted Affiliate
Transaction” means:


 


(a)                                  customary director, officer and employee
compensation arrangements approved by a majority of disinterested (as to such
transactions) members of the Board of Directors of Holding,


 


(b)                                 Restricted Payments permitted under the terms
of Section 4.9,


 


(c)                                  transactions solely between or among The
Wornick Company and any of its Subsidiaries or solely between or among its
Subsidiaries,


 


(d)                                 reimbursement of any reasonable out-of-pocket
expenses of the Principal and its Affiliates and, so long as no Default or
Event of Default has occurred and is continuing at the time of such payment,
payments of Management Fees by The Wornick Company or any of its Subsidiaries,


 


(e)                                  any agreement as in effect as of the Issue
Date among Holding and/or one or more of its Subsidiaries, on the one hand, and
one or more Affiliates, on the other hand (including any amendment thereto and
any replacement agreement thereto so long as any such amendment or replacement
agreement is not more disadvantageous to the Holders in 


 


12





















 


any material respect than the original
agreement as in effect on the Issue Date), and any transaction contemplated
thereby,


 


(f)                                    co-manufacturing agreements or arrangements
(and transactions effectuated pursuant thereto) with customers, clients,
suppliers or purchasers or sellers of goods or services, in each case in the
ordinary course of business; provided that
either the Board of Directors or the management of Holding has determined in
its reasonable good faith judgment that each such agreement and arrangement is
on terms that are not less favorable than those that would have been obtained
in a comparable transaction at such time on an arm’s-length basis from a Person
that is not an Affiliate of Holding, and


 


(g)                                 a transaction that constitutes a Permitted
Investment pursuant to clause (f) of the definition of “Permitted Investment.”


 


“Existing Credit Agreement”
means the Revolving Line of Credit Promissory Note, dated June 30, 2004,
by The Wornick Company in favor of Texas State Bank, together with the related
documents thereto (including the term loans and revolving loans thereunder, any
guarantees and security documents), as amended, restated, supplemented,
renewed, replaced or otherwise modified from time to time.


 


“Existing Indebtedness”
means the Indebtedness of the Issuers and their Subsidiaries (other than
Indebtedness under any Credit Agreement) in existence on the Issue Date (after
giving effect to the transactions contemplated hereby), including, without
limitation, the Indebtedness under The Wornick Notes and the Wornick Indenture.


 


“Foreign Subsidiary”
means any Subsidiary of Holding which (i) is not organized under the laws
of the United States, any state thereof or the District of Columbia and
(ii) conducts substantially all of its business operations outside the
United States of America.


 


“GAAP” means
United States generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession
in the United States as in effect on the Issue Date.


 


“Global Note Legend”
means the legend set forth in Section 2.6(g)(ii) hereof, which is required
to be placed on all Global Notes issued under this Indenture.


 


“Global Notes”
means one or more Notes in the form of Exhibit A hereto that includes the
information referred to in footnotes 3 and 5 to the form of Note, attached
hereto as Exhibit A, issued under this Indenture, that is deposited with
or on behalf of and registered in the name of the Depositary or its nominee.


 


“guaranty” or “guarantee,” used as a noun, means a guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of
business), direct or 


 


13





















 


indirect, in any manner (including, without
limitation, letters of credit and reimbursement agreements in respect thereof),
of all or any part of any Indebtedness. 
The term “guarantee” or “guaranty,” used as a verb, has a corresponding
meaning.  


 


“Holder” means
the Person in whose name a Note is registered in the register of the Notes.


 


“Indebtedness”
of any specified Person means, without duplication,


 


(a)                                  all liabilities and obligations, contingent
or otherwise, of such specified Person, to the extent such liabilities and
obligations would appear as a liability upon the consolidated balance sheet of
such specified Person in accordance with GAAP, (1) in respect of borrowed
money (whether or not the recourse of the lender is to the whole of the assets
of such specified Person or only to a portion thereof), (2) evidenced by
bonds, notes, debentures or similar instruments, (3) representing the
balance deferred and unpaid of the purchase price of any property or services,
except those incurred in the ordinary course of its business that ordinarily
would constitute a trade payable to trade creditors (other than accounts payable
or other obligations to trade creditors which have remained unpaid for greater
than 90 days past their original due date unless such accounts payable or
other obligations to trade creditors are being contested in good faith and by
appropriate proceedings and adequate reserves with respect thereto are
maintained on the books of such specified Person in accordance with GAAP);


 


(b)                                 all liabilities and obligations, contingent
or otherwise, of such specified Person (1) evidenced by bankers’ acceptances
or similar instruments issued or accepted by banks, (2) relating to any
Capitalized Lease Obligation, (3) evidenced by a letter of credit or a
reimbursement obligation of such specified Person with respect to any letter of
credit or (4) relating to any receivables financing;


 


(c)                                  all net obligations of such specified Person
under Interest Swap and Hedging Obligations;


 


(d)                                 all liabilities and obligations of others of
the kind described in any of the preceding clauses (a), (b) and (c) that
such specified Person has guaranteed or provided credit support or that are
otherwise its legal liability or which are secured by any assets or property of
such specified Person;


 


(e)                                  any and all deferrals, renewals, extensions,
refinancing and refundings (whether direct or indirect) of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clause (a), (b), (c) or (d), or this clause (e),
whether or not between or among the same parties; and


 


(f)                                    all Disqualified Capital Stock of such
specified Person (measured at the greater of its voluntary or involuntary
maximum fixed repurchase price).


 


14





















 


For purposes hereof, the “maximum fixed repurchase
price” of any Disqualified Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased on any date
on which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Stock, such fair market value shall be
determined in reasonable good faith by the Board of Directors of the issuer of
such Disqualified Capital Stock.


 


The amount of any Indebtedness outstanding as of any
date shall be (1) the accreted value thereof, in the case of any Indebtedness
issued with original issue discount, but the accretion of original issue
discount in accordance with the original terms of Indebtedness issued with an
original issue discount will not be deemed to be an incurrence and (2) the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time in
accordance with the terms hereof.


 


“Indirect Participant”
means an entity that, with respect to DTC, clears through or maintains a direct
or indirect, custodial relationship with a Participant.


 


“Initial Public Offering”
means an initial underwritten public offering of common stock of Holding for
cash pursuant to an effective registration statement under the Securities Act
following which the common stock of Holding is listed on a national securities
exchange or quoted on the national market system of the Nasdaq Stock Market,
Inc.


 


“Initial Purchaser”
means CIBC World Markets Corp.


 


“Institutional Accredited
Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that
is not also a QIB.


 


“Interest” means
the interest payable on the Notes including but not limited to interest payable
on the Default Rate under and as defined in the Notes.


 


“Interest Payment Date”
means the stated due date of an installment of Interest on the Notes.


 


“Interest Record Date”
means a Interest Record Date specified in the Notes, whether or not such date
is a Business Day.


 


“Interest Swap and Hedging
Obligation” means any obligation of any Person pursuant to any
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate exchange agreement, currency exchange agreement,
commodity futures contract, commodity option or any other agreement or
arrangement designed to protect against fluctuations 


 


15





















 


in interest rates, currency values or commodity
prices, including, without limitation, any arrangement whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a fixed or floating rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or floating rate of interest on the same notional
amount.


 


“Investment” by
any specified Person in any other Person (including an Affiliate) means
(without duplication):


 


(a)                                  the acquisition (whether by purchase, merger,
consolidation or otherwise) by such specified Person (whether for cash,
property, services, securities or otherwise) of Equity Interests, Capital
Stock, bonds, notes, debentures, partnership or other ownership interests or
other securities, including any options or warrants, of such other Person or
any agreement to make any such acquisition;


 


(b)                                 the making by such specified Person of any
deposit with, or advance, loan or other extension of credit to, such other
Person (including the purchase of property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such property to
such other Person) or any commitment to make any such advance, loan or
extension (but excluding accounts receivable, trade credit on commercially
reasonable terms, endorsements for collection or deposits arising in the
ordinary course of business);


 


(c)                                  other than guarantees of Indebtedness of the
Issuers or any of their Subsidiaries to the extent permitted by Section 4.7,
the entering into by such specified Person of any guarantee of, or other credit
support or contingent obligation with respect to, Indebtedness or other
liability of such other Person;


 


(d)                                 the making of any capital contribution by
such specified Person to such other Person; and


 


(e)                                  Investments described in the immediately
following paragraph.


 


Holding shall be deemed to make an Investment in an
amount equal to the fair market value of the net assets of any Subsidiary of
Holding (or, if neither Holding nor any of its Subsidiaries has theretofore
made an Investment in such Subsidiary, in an amount equal to the Investments
being made), at the time that such Subsidiary is designated an Unrestricted
Subsidiary, and any property transferred to an Unrestricted Subsidiary from
Holding or a Subsidiary of Holding shall be deemed an Investment valued at its
fair market value at the time of such transfer. 
Holding or any of its Subsidiaries shall be deemed to have made an
Investment in a Person if such Person was a Subsidiary at the time of such
Investment and any subsequent event causes the Subsidiary to no longer be a
Subsidiary (including a designation as an Unrestricted Subsidiary).  The fair market value of each Investment
shall be measured at the time made or returned, as applicable.


 


16





















 


“Issue Date”
means the date of first issuance of the Notes under this Indenture.


 


“Letter of Transmittal”
means the letter of transmittal to be prepared by the Issuers and sent to all
Holders of the Notes for use by such Holders in connection with the Exchange Offer.


 


“Lien” means,
with respect to any asset, any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other agreement
to sell or give a security interest in any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction, real or personal, movable or immovable, now owned or hereafter
acquired.


 


“Liquidated Damages”
means all liquidated damages then owing pursuant to the Registration Rights
Agreement.


 


“Management Fees”
means management fees paid by Holding or its Subsidiaries to Veritas Capital
Management or its Affiliates in an amount per fiscal year not to exceed
$300,000.


 


“Moody’s” means
Moody’s Investors Service, Inc. and its successors.


 


“Net Cash Proceeds”
means the aggregate amount of cash or Cash Equivalents received (a) by
Holding in the case of a sale of Qualified Capital Stock and (b) by
Holding and its Subsidiaries in respect of an Asset Sale or an Event of Loss
(including, in the case of an Event of Loss, the insurance proceeds, but
excluding any liability insurance proceeds payable to the Trustee for any loss,
liability or expense incurred by it),


 


(1)                                  plus, in the case of an issuance of Qualified
Capital Stock upon any exercise, exchange or conversion of securities
(including options, warrants, rights and convertible or exchangeable debt) of
Holding that were issued for cash after the Issue Date, the amount of cash
originally received by Holding upon the issuance of such securities (including
options, warrants, rights and convertible or exchangeable debt),


 


(2)                                  less, in each case, the sum of all payments, fees
and commissions and reasonable and customary expenses (including, without
limitation, the fees and expenses of legal counsel, accounting and investment
banking fees and expenses) incurred in connection with such Asset Sale or sale
of Qualified Capital Stock or Event of Loss,


 


(3)                                  less, in the case of an Asset Sale or Event of
Loss only,


 


(i)                                     the amount (estimated reasonably and in good
faith by Holding) of income, franchise, sales and other applicable taxes
required to be paid by Holding or any of its respective Subsidiaries in
connection with such Asset Sale or Event 


 


17





















 


of Loss in the taxable year that such sale is
consummated or in the immediately succeeding taxable year, the computation of
which shall take into account the reduction in tax liability resulting from any
available operating losses and net operating loss carryovers, tax credits and
tax credit carryforwards, and similar tax attributes,


 


(ii)                                  repayment of Indebtedness (including Purchase
Money Indebtedness but not including Subordinated Indebtedness, unless such
Subordinated Indebtedness is required to be repaid in connection with such
Asset Sale (including to obtain a necessary consent to such Asset Sale or
required by applicable law)) secured by a Lien (permitted under this Indenture)
on the asset disposed of in such Asset Sale or Event of Loss, and


 


(iii)                               any reserve, established in accordance with
GAAP, for adjustment in respect of the sale price of the property or other
assets disposed in such Asset Sale, in accordance with the terms of the
agreement governing such Asset Sale.


 


“Non-Cash ESOP Compensation
Charges” means compensation expense for Employee Stock Ownership
Trust shares released and committed to be released, compensation expense for
stock options and other stock based compensation expense, in each case, as
determined in accordance with GAAP and incurred by Holding and its Subsidiaries
prior to the Issue Date.


 


“Non-U.S. Person”
means any Person other than a U.S. Person.


 


“Notes Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.


 


“Obligation”
means any principal, premium or Interest payment, or monetary penalty, or
damages, due by the Issuers under the terms of the Notes or this Indenture,
including any Liquidated Damages due pursuant to the terms of the Registration
Rights Agreement.


 


“Offering” means
the offering of the Notes by the Issuers.


 


“Officer” means,
with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary,
any Assistant Secretary or any Vice President of such Person or any other
Person designated by the Board of Directors of such Person and serving in a
similar capacity.


 


“Officers’ Certificate”
means an officers’ certificate to be delivered upon the occurrence of certain
events as set forth in this Indenture, and to be executed by two Officers of
each of the Issuers, one of whom from each Issuer shall be the principal
executive officer, the principal financial officer, the Treasurer or a Vice
President.


 


18





















 


“Opinion of Counsel”
means the opinion of counsel (subject to certain customary exceptions and
assumptions) to be delivered upon the occurrence of certain events set forth in
this Indenture (which Opinion of Counsel shall be reasonably acceptable to the
Trustee).


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively
(and, with respect to The Depository Trust Company, shall include Euroclear and
Clearstream).


 


“Permitted Indebtedness”
means:


 


(a)                                  Indebtedness evidenced by the Notes issued
pursuant to this Indenture up to (i) the amounts being issued on the original
Issue Date less any amounts repaid or retired plus (ii) Additional Notes
issued from time to time in payment of accrued Interest and Liquidated Damages,
if any on the Notes;


 


(b)                                 Refinancing Indebtedness with respect to any
Indebtedness (including Disqualified Capital Stock) described in
clause (a) or incurred pursuant to Section 4.7(9)(2)(A), or which was
refinanced pursuant to this clause (b);


 


(c)                                  Indebtedness solely in respect of bankers’
acceptances, letters of credit, performance bonds, workers’ compensation
claims, surety or appeal bonds, payment obligations in connection with
self-insurance and similar obligations (to the extent that such incurrence does
not result in the incurrence of any obligation to repay any obligation relating
to borrowed money or other Indebtedness), all in the ordinary course of
business in accordance with customary industry practices, in amounts and for
the purposes customary in the Issuers’ industry;


 


(d)                                 Indebtedness incurred by Holding and owed to
(borrowed from) any Subsidiary of Holding or incurred by any Subsidiary of
Holding and owed to (borrowed from) the Issuers or any other Subsidiary of
Holding; provided that (x) such Indebtedness
shall be unsecured and, in the case such Indebtedness is incurred by Holding,
contractually subordinated in all respects to the Issuers’ obligations pursuant
to the Notes and (y) (i) any event that causes such Subsidiary borrower or
such Subsidiary lender to no longer be a Subsidiary of Holding (including a
designation as an Unrestricted Subsidiary) and (ii) any other transfer of any
such Indebtedness to a Person other than Holding or a Subsidiary of Holding
shall be deemed, in each case, to be a new incurrence of such Indebtedness
subject to Section 4.7, and (z) the Investment in the form of the loan is
a “Permitted Investment” (other than pursuant to clause (c) of the
definition thereof) or is otherwise not prohibited at the time of incurrence by
Section 4.9;


 


(e)                                  Interest Swap and Hedging Obligations that
are incurred in the ordinary course of business and not for speculative
purposes, for the purpose of fixing or hedging interest rate, currency or
commodity price risk with respect to any fixed or floating rate Indebtedness
that is permitted by this Indenture to be outstanding or any receivable or
liability 


 


19





















 


the payment of which is determined by
reference to a foreign currency; provided that
the notional amount of any such Interest Swap and Hedging Obligation does not
exceed the principal amount of Indebtedness or other obligations to which such
Interest Swap and Hedging Obligation relates;


 


(f)                                    Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds in the ordinary course of
business; provided, however,
that such Indebtedness is extinguished within five Business Days of incurrence;


 


(g)                                 the Issuers’ incurrence or the incurrence by
any Subsidiary of (i) Purchase Money Indebtedness or Capitalized Lease
Obligations or (ii) additional Indebtedness under the Existing Credit
Agreement if, immediately prior to such incurrence, the then outstanding
Indebtedness under such Credit Agreement was considered (by the designation or
redesignation then in effect) to have been incurred pursuant to
Section 4.7(b)(i) or clause (h) of the definition of “Permitted
Indebtedness”; 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 provided, further,
that the aggregate amount of Indebtedness pursuant to the Existing Credit
Agreement permitted to be incurred pursuant to this clause (g) shall be
reduced by the amount of any such Indebtedness (1) retired with the Net
Cash Proceeds from any Asset Sale or Event of Loss applied to permanently
reduce the outstanding amounts or the commitments with respect to such Indebtedness
pursuant to Section 4.13 or (2) assumed by a transferee in an Asset
Sale; and


 


(h)                                 if no Event of Default shall have occurred
and be continuing, the Issuers’ incurrence or the incurrence by any Subsidiary
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; provided that such Indebtedness may be
Indebtedness incurred under any Credit Agreement only if, immediately prior to
such incurrence, the then outstanding Indebtedness under such Credit Agreement
was considered (by the designation or redesignation then in effect) to have
been incurred pursuant to Section 4.7(b)(i) or clause (g)(ii) of the
definition of “Permitted Indebtedness”; and provided, further, that the aggregate amount of Indebtedness pursuant
to such Credit Agreement permitted to be incurred pursuant to this clause (h) shall
be reduced by the amount of any such Indebtedness (1) retired with the Net
Cash Proceeds from any Asset Sale or Event of Loss applied to permanently
reduce the outstanding amounts or the commitments with respect to such Indebtedness
pursuant to Section 4.13 or (2) assumed by a transferee in an Asset
Sale.


 


“Permitted Investment”
means:


 


(a)                                  any Investment in any of the Notes or the
Additional Notes;


 


20





















 


(b)                                 any Investment in cash or Cash Equivalents;


 


(c)                                  intercompany notes to the extent permitted
under clause (d) of the definition of “Permitted Indebtedness”;


 


(d)                                 any Investment by Holding or any Subsidiary
in a Person in a Related Business if as a result of such Investment such Person
becomes a Subsidiary or such Person is merged with or into Holding;


 


(e)                                  Investments in existence on the Issue Date;


 


(f)                                    loans or advances to employees, directors and
officers of Holding, any Subsidiary or any direct holding company of Holding in
the ordinary course of business for bona fide business purposes, in an
aggregate amount not to exceed $500,000 outstanding at any one time;


 


(g)                                 Investments in securities of trade creditors
or customers of Holding or its Subsidiaries received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers;


 


(h)                                 an Investment in Holding or in a Subsidiary
of Holding, provided that any Indebtedness
evidencing such Investment is unsecured and, in the case such Investment is
made by Holding, contractually subordinated in all respects to Holding’s
obligations under the Notes;


 


(i)                                     Interest Swap and Hedging Obligations of the
types permitted to be incurred under clause (e) of the definition of “Permitted
Indebtedness”;


 


(j)                                     any Investment in any Person (including the
acquisition of Indebtedness) in exchange for Qualified Capital Stock of Holding
or the Net Cash Proceeds of any substantially concurrent sale of Qualified
Capital Stock of Holding;


 


(k)                                  other Investments in any Person or Persons, provided that after giving pro forma
effect to each such Investment, the aggregate amount of all such Investments
made on and after the Issue Date pursuant to this clause (k) that are
outstanding (after giving effect to any such Investments or any portions
thereof that are returned to Holding or the Subsidiary that made such prior Investment,
without restriction, in cash on or prior to the date of any such calculation,
but only up to the amount of the Investment made under this clause (k)) in
such Person or Persons at any time does not in the aggregate exceed $5,000,000
(measured by the value attributed to the Investment at the time made or returned,
as applicable); and


 


(l)                                     any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with Section 4.13.


 


21





















 


“Permitted Liens”
means:


 


(a)                                  Liens existing on the Issue Date;


 


(b)                                 Liens imposed by governmental authorities for
taxes, assessments or other charges not yet subject to penalty or which are
being contested in good faith and by appropriate proceedings, if adequate
reserves with respect thereto are maintained on the books of Holding in
accordance with GAAP;


 


(c)                                  statutory liens of carriers, warehousemen,
mechanics, materialmen, landlords, repairmen or other like Liens arising by
operation of law in the ordinary course of business provided that (1) the
underlying obligations are not overdue for a period of more than 30 days,
or (2) such Liens are being contested in good faith and by appropriate
proceedings and adequate reserves with respect thereto are maintained on the
books of Holding in accordance with GAAP;


 


(d)                                 Liens securing the performance of bids, trade
contracts (other than borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;


 


(e)                                  Liens arising by operation of law in
connection with a judgment, decree or order, only to the extent, for an amount
and for a period not resulting in an Event of Default;


 


(f)                                    pledges or deposits made in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other types of social security legislation;


 


(g)                                 Liens securing the Notes;


 


(h)                                 Liens securing Indebtedness of a Person
existing at the time such Person becomes a Subsidiary or is merged with or into
Holding or a Subsidiary or any Lien securing Indebtedness incurred in
connection with an Acquisition, provided that
such Liens were in existence prior to the date of such acquisition, merger or
consolidation, were not incurred in anticipation thereof, and do not extend to
any other assets;


 


(i)                                     Liens arising from Purchase Money
Indebtedness and Capitalized Lease Obligations permitted to be incurred
pursuant to clause (g)(i) of the definition of “Permitted Indebtedness”; provided such Liens relate solely to the property which is
subject to such Indebtedness;


 


(j)                                     leases or subleases granted to other Persons
in the ordinary course of business not materially interfering with the conduct
of the business of Holding or any of its Subsidiaries or materially detracting
from the value of the relative assets of Holding or any Subsidiary;


 


22





















 


(k)                                  Liens arising from Uniform Commercial Code
financing statement filings regarding operating leases entered into by Holding
or any of its Subsidiaries in the ordinary course of business;


 


(l)                                     Liens securing Refinancing Indebtedness
incurred to refinance any Indebtedness that was previously so secured in a
manner no more adverse to the Holders of the Notes than the terms of the Liens
securing such refinanced Indebtedness, provided that
the Indebtedness secured is not increased and the Lien is not extended to any
additional assets or property that would not have been security for the
Indebtedness refinanced;


 


(m)                               Liens securing Indebtedness incurred under
any Credit Agreement in accordance with Section 4.7(b) and
clauses (g)(ii) and (h) of the definition of “Permitted Indebtedness”;


 


(n)                                 easements, rights-of-way, zoning and similar
restrictions and other similar encumbrances or title defects which,
individually or in the aggregate, do not materially detract from the value of
the property subject thereto (as such property is used by Holding or any of its
Subsidiaries) and do not interfere in any material respect with the ordinary
conduct of the business of Holding or any of its Subsidiaries;


 


(o)                                 Liens in favor of Holding, which are assigned
to the Trustee for the Notes, as applicable;


 


(p)                                 Liens securing reimbursement obligations with
respect to commercial letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds thereof;


 


(q)                                 Liens on specific items of inventory or other
goods and proceeds of any Person securing such Person’s obligations in respect
of bankers’ acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;


 


(r)                                    Liens incurred in the ordinary course of
business securing Interest Swap and Hedging Obligations that are otherwise
permitted to be incurred under clause (e) of the definition of “Permitted
Indebtedness”;


 


(s)                                  Liens upon appropriate amounts established by
Holding or any Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with an Asset Sale and retained by
Holding or any Subsidiary, as the case may be, after such Asset Sale; and


 


(t)                                    Liens securing Indebtedness of Holding or any
Subsidiary (other than Indebtedness incurred under any Credit Agreement and
other than Purchase Money Indebtedness or Capitalized Lease Obligations) in
addition to the Liens described in clauses (a) through (s) above, so long
as the aggregate principal amount of Indebtedness secured by 


 


23





















 


Liens incurred pursuant to this
clause (t) does not exceed $3,000,000 at any one time outstanding.


 


“Person” or “person” means any individual, corporation, limited liability
company, joint stock company, joint venture, partnership, limited liability
partnership, association, unincorporated organization, trust, governmental
regulatory entity, country, state, agency or political subdivision thereof,
municipality, county, parish or other entity.


 


 “Preferred Stock” means any Equity Interest of any class or
classes of a Person (however designated) which is preferred as to payments of
dividends, or as to distributions upon any liquidation or dissolution, over
Equity Interests of any other class of such Person.


 


“Principal”
means The Veritas Capital Fund II, L.P.


 


“Private Placement Legend”
means the legend set forth in Section 2.6(g)(i)(A) hereof to be placed on
all Notes issued under this Indenture except where specifically stated
otherwise by the provisions of this Indenture.


 


“Pro Forma” or “pro forma” shall have the meaning set forth in
Regulation S-X under the Securities Act, unless otherwise specifically
stated herein.


 


“Purchase Money
Indebtedness” of any Person means any Indebtedness of such Person to
any seller or other Person incurred solely to finance the acquisition
(including, in the case of a Capitalized Lease Obligation, the lease),
construction, installation or improvement of any after-acquired real or
personal tangible property which, in the reasonable good faith judgment of
Holding’s Board of Directors, is directly related to a Related Business of
Holding or any of its Subsidiaries and which is incurred concurrently with such
acquisition, construction, installation or improvement and is secured only by
the assets so financed.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Qualified Capital Stock”
means, with respect to any Person, any Capital Stock of such Person that is not
Disqualified Capital Stock.


 


“Qualified Equity Offering”
means (i) an underwritten public offering or (ii) a private offering
placed through one or more securities firms that is comparable to a public
offering except that it is not registered with the Commission, in each case of
Qualified Capital Stock of Holding or Qualified Capital Stock of any direct
holding company of Holding (to the extent that the Net Cash Proceeds thereof have
been contributed by such holding company to Holding).


 


“Qualified Exchange”
means:


 


(1)                                  any legal defeasance, redemption, retirement,
repurchase or other acquisition of Capital Stock or Indebtedness of Holding
issued on or after the Issue Date with the Net Cash Proceeds received by
Holding from the substantially concurrent sale of its 


 


24





















 


Qualified Capital Stock or the Qualified
Capital Stock of its direct holding company (other than to a Subsidiary); or


 


(2)                                  any issuance of Qualified Capital Stock of
Holding or a direct holding company of Holding in exchange for any Capital
Stock or Indebtedness of Holding issued on or after the Issue Date.


 


“Recourse Indebtedness”
means Indebtedness (a) as to which Holding or one of its Subsidiaries
(1) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (2) is
directly or indirectly liable (as a guarantor or otherwise), or
(3) constitutes the lender, or (b) a default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit (upon notice, lapse of
time or both) a holder of any other Indebtedness of Holding or any of its
Subsidiaries (other than the Notes) to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.


 


“Reference Period”
with regard to any Person means the four full fiscal quarters (or such lesser
period during which such Person has been in existence) ended immediately
preceding any date upon which any determination is to be made pursuant to the
terms of the Notes or this Indenture.


 


“Refinancing Indebtedness”
means Indebtedness (including Disqualified Capital Stock) (a) issued in
exchange for, or the proceeds from the issuance and sale of which are used
substantially concurrently to repay, redeem, defease, refund, refinance,
discharge or otherwise retire for value, in whole or in part, or
(b) constituting an amendment, modification or supplement to, or a deferral
or renewal of ((a) and (b) above are, collectively, a “Refinancing”),
any Indebtedness (including Disqualified Capital Stock) in a principal amount
or, in the case of Disqualified Capital Stock, liquidation preference not to exceed
(after deduction of reasonable and customary fees and expenses incurred in
connection with the Refinancing plus the amount of any premium paid in
connection with such Refinancing) the lesser of (1) the principal amount
or, in the case of Disqualified Capital Stock, liquidation preference of the
Indebtedness (including Disqualified Capital Stock) so Refinanced and
(2) if such Indebtedness being Refinanced was issued with an original
issue discount, the accreted value thereof (as determined in accordance with
GAAP) at the time of such Refinancing; provided that
(A) such Refinancing Indebtedness shall only be used to refinance
outstanding Indebtedness (including Disqualified Capital Stock) of such Person
issuing such Refinancing Indebtedness, (B) such Refinancing Indebtedness
shall (x) not have an Average Life shorter than the Indebtedness
(including Disqualified Capital Stock) to be so refinanced at the time of such
Refinancing and (y) in all respects, be no less contractually subordinated
or junior, if applicable, to the rights of Holders of the Notes than was the
Indebtedness (including Disqualified Capital Stock) to be refinanced,
(C) such Refinancing Indebtedness shall have a final stated maturity or
redemption date, as applicable, no earlier than the final stated maturity or
redemption date, as applicable, of the Indebtedness (including Disqualified
Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated
Maturity of the Notes, and (D) such Refinancing Indebtedness shall be
secured (if secured) in a manner no more 


 


25





















 


adverse to the Holders of the Notes than the terms
of the Liens (if any) securing such refinanced Indebtedness, including, without
limitation, the amount of Indebtedness secured shall not be increased.


 


“Reg S Permanent
Global Note” means one or more permanent Global Notes bearing the
Private Placement Legend, that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Reg S Temporary
Global Note upon expiration of the Distribution Compliance Period.


 


“Reg S Temporary
Global Note” means one or more temporary Global Notes bearing the
Private Placement Legend and the Reg S Temporary Global Note Legend, issued
in an aggregate amount of denominations equal in total to the outstanding principal
amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.


 


“Reg S Temporary
Global Note Legend” means the legend set forth in
Section 2.6(g)(iii) hereof, which is required to be placed on all
Reg S Temporary Global Notes issued under this Indenture.


 


“Registration Rights
Agreement” means the Registration Rights Agreement, dated as of the
Issue Date, by and among the Issuers and the other parties named on the
signature pages thereof, and any substantially identical registration rights
agreement with respect to any Additional Notes, as the context requires, as
such agreement may be amended, modified or supplemented from time to time.


 


“Regulation S”
means Regulation S promulgated under the Securities Act, as it may be
amended from time to time, and any successor provision thereto.


 


“Regulation S Global
Note” means a Reg S Temporary Global Note or a Reg S Permanent
Global Note, as the case may be.


 


“Related Business”
means the business conducted (or proposed to be conducted) by Holding and its
Subsidiaries as of the Issue Date and any and all businesses that in the
reasonable good faith judgment of Holding’s Board of Directors are materially
related businesses.


 


“Related Parties”
means, with respect to the Principal, any Person who controls, is controlled by
or is under common control with the Principal; provided
that for purposes of this definition “control” means the beneficial ownership
of more than 80% of the total voting power of a Person normally entitled to
vote in the election of directors, managers or trustees, as applicable, of a
Person.


 


“Responsible Officer”
shall mean, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those performed
by the persons who at the time shall be such 


 


26





















 


officers, respectively, or to whom any corporate
trust matter is referred because of such person’s knowledge of and familiarity
with the particular subject.


 


“Restricted Definitive Note”
means one or more Definitive Notes bearing the Private Placement Legend, issued
under this Indenture.


 


“Restricted Global Note”
means one or more Global Notes bearing the Private Placement Legend, issued
under this Indenture; provided that
in no case shall an Exchange Note issued in accordance with this Indenture and
the terms of the Registration Rights Agreement be a Restricted Global Note.


 


“Restricted Investment”
means, in one or a series of related transactions, any Investment, other than a
Permitted Investment.


 


“Restricted Payment”
means, with respect to any Person:


 


(a)                                  the declaration or payment of any dividend or
other distribution in respect of Equity Interests of such Person,


 


(b)                                 any payment (except to the extent with
Qualified Capital Stock) on account of the purchase, redemption or other
acquisition or retirement for value of Equity Interests of such Person,


 


(c)                                  other than with the proceeds from the
substantially concurrent sale of, or in exchange for, Refinancing Indebtedness
any purchase, redemption, or other acquisition or retirement for value of, any
payment in respect of, any amendment of the terms of or any defeasance of, any
Subordinated Indebtedness, directly or indirectly, by such Person or a Subsidiary
of such Person prior to the scheduled maturity, any scheduled repayment of
principal, or scheduled sinking fund payment, as the case may be, of such Indebtedness
and


 


(d)                                 any Restricted Investment by such Person;


 


provided, however, that
the term “Restricted Payment” does not include (1) any dividend, distribution
or other payment on or with respect to Equity Interests of an Issuer to the
extent payable solely in shares of Qualified Capital Stock of such Issuer, or
(2) any dividend, distribution or other payment to the Issuers by any of
Holding’s Subsidiaries.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act, as it may be amended
from time to time, and any successor provision thereto.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of
the Commission promulgated thereunder.


 


27





















 


“Shelf Registration”
shall have the meaning set forth in the Registration Rights Agreement.


 


“Significant Subsidiary”
shall have the meaning set forth in Regulation S-X under the Securities
Act, as in effect on the Issue Date.


 


“Signing Officers”
means the President, Chief Executive Officer and Chief Operating Officer of the
Issuers. 


 


“Special Record Date”
means, for payment of any Defaulted Interest, a date fixed by the Paying Agent
pursuant to Section 2.12 hereof.


 


“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies
Inc., and its successors.


 


“Stated Maturity,”
when used with respect to any Note, means August 15, 2011.


 


“Subordinated Indebtedness”
means Indebtedness of Holding that is contractually subordinated to the Notes
in any respect.


 


“Subsidiary,”
with respect to any Person, means (1) a corporation a majority of whose
Equity Interests with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such Person, by such
Person and one or more Subsidiaries of such Person or by one or more
Subsidiaries of such Person, and (2) any other Person (other than a
corporation) in which such Person, one or more Subsidiaries of such Person, or
such Person and one or more Subsidiaries of such Person, directly or indirectly,
at the date of determination thereof has a majority ownership interest, or
(3) a partnership in which such Person or a Subsidiary of such Person is,
at the time, a general partner and in which such Person, directly or
indirectly, at the date of determination thereof has a majority ownership
interest.  Notwithstanding the foregoing,
an Unrestricted Subsidiary shall not be a Subsidiary of Holding or of any
Subsidiary of Holding for any purpose under this Indenture (including the definitions
herein).  Unless the context requires
otherwise, “Subsidiary” means each direct and indirect Subsidiary of Holding.


 


“The Wornick Company”
means The Wornick Company, a Delaware corporation, and its successors and assignees.


 


“TIA” means the
Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on
the date on which this Indenture is qualified under the TIA.


 


“Transfer Restricted Notes”
means Global Notes and Definitive Notes that bear or are required to bear the
Private Placement Legend, issued under this Indenture.


 


“Treasury Rate”
means, as of the applicable redemption date, the yield to maturity as of such
redemption date of United States Treasury securities with a constant maturity
(as 


 


28





















 


compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at
least two business days prior to such redemption date (or, if such Statistical
Release is no longer published, any publicly available source of similar market
data)) most nearly equal to the period from such redemption date to August 15,
2008; provided, however,
that if the period from such redemption date to August 15, 2008 is less than
one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used.


 


“Trustee” means
the party named as such above, until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means such successor
serving hereunder.


 


“Unrestricted Definitive
Note” means one or more Definitive Notes that do not bear and are
not required to bear the Private Placement Legend, issued under this Indenture.


 


“Unrestricted Global Note”
means one or more permanent Global Notes representing a series of Notes that
does not bear and is not required to bear the Private Placement Legend, issued
under this Indenture.


 


“Unrestricted Subsidiary”
means:


 


(1)                                  any subsidiary of Holding that, at or prior
to the time of determination, shall have been designated by the Issuers’ Board
of Directors as an Unrestricted Subsidiary; provided that
such subsidiary at the time of such designation (a) has no Recourse
Indebtedness; (b) is not party to any agreement, contract, arrangement or
understanding with Holding or any Subsidiary of Holding unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to
Holding or such Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of Holding; (c) is a Person with respect to
which neither Holding nor any of their Subsidiaries has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results; and (d) does not
directly, indirectly or beneficially own any Equity Interests of, or
Subordinated Indebtedness of, or own or hold any Lien on any property of, the
Issuers or any other Subsidiary of Holding, and


 


(2)                                  any subsidiary of an Unrestricted Subsidiary.


 


The Issuers’ Board of Directors may designate any
Unrestricted Subsidiary to be a Subsidiary, provided that
(1) no Default or Event of Default is existing or will occur as a
consequence thereof and (2) immediately after giving effect to such designation,
on a pro  forma basis,
the Issuers could incur at least $1.00 of Indebtedness pursuant to the
Section 4.7 hereof.  Each such
designation shall be evidenced by filing with the Trustee a certified copy of
the resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing conditions.


 


29





















 


“U.S. Government
Obligations” means direct non-callable obligations of, or
noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged.


 


“U.S. Person”
means a U.S. person as defined in Rule 902(o) under the Securities Act.


 


“Voting Equity Interests”
means Equity Interests which at the time are entitled to vote in the election
of, as applicable, directors, members or partners generally


 


“Wholly Owned Subsidiary”
means a Subsidiary all the Equity Interests of which (other than directors’
qualifying shares) are owned by Holding or one or more Wholly Owned
Subsidiaries of Holding or a combination thereof.


 


“Working Capital”
means, with respect to any Person as of any date of determination, the
difference determined by subtracting (a) current liabilities (excluding
the current portion of long-term debt) of such Person and its Subsidiaries as
of such date from (b) current assets (other than cash and Cash
Equivalents) of such Person and its Subsidiaries as of such date.


 


“Wornick Guarantors”
means the Subsidiaries of The Wornick Company that have guaranteed the Wornick
Notes pursuant to the terms of the Wornick Indenture and each other Subsidiary
of The Wornick Company that thereafter guarantees the Wornick Notes pursuant to
the terms of the Wornick Indenture.


 


“Wornick Indenture”
means the Indenture dated as of June 30, 2004 among The Wornick Company,
the Wornick Guarantors and U.S. Bank National Association, as trustee, together
with the related collateral agreements, pledge agreements, security agreements
and related agreements and documents.


 


“Wornick Notes”
means the 10 7/8% Senior Secured Notes Due 2011 of The Wornick Company
issued pursuant to the Wornick Indenture.


 


SECTION
1.2                                                  Other Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “390-Day Period”

  	
   

  	
  4.13

  	
   

  
	
  “Acceleration Notice”

  	
   

  	
  6.1

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  4.12

  	
   

  
	
  “Asset Sale”

  	
   

  	
  4.13

  	
   

  
	
  “Asset Sale Amount”

  	
   

  	
  4.13

  	
   

  
	
  “Asset Sale Notice”

  	
   

  	
  4.13

  	
   

  
	
  “Asset Sale Offer”

  	
   

  	
  4.13

  	
   

  
	
  “Asset Sale Offer Amount”

  	
   

  	
  4.13

  	
   

  
	
  “Asset Sale Offer Price”

  	
   

  	
  4.13

  	
   

  



 


30










 










 


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Asset Sale Purchase Date”

  	
   

  	
  4.13

  	
   

  
	
  “Authentication Order”

  	
   

  	
  2.2

  	
   

  
	
  “Change of Control Notice”

  	
   

  	
  4.14

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  4.14

  	
   

  
	
  “Change of Control Purchase Date”

  	
   

  	
  4.14

  	
   

  
	
  “Change of Control Purchase Price”

  	
   

  	
  4.14

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  8.3

  	
   

  
	
  “Defaulted Interest”

  	
   

  	
  2.12

  	
   

  
	
  “DTC”

  	
   

  	
  2.3

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.1

  	
   

  
	
  “Excess Proceeds”

  	
   

  	
  4.13

  	
   

  
	
  “incur” or “incurrence”

  	
   

  	
  4.7

  	
   

  
	
  “Incurrence Date”

  	
   

  	
  4.7

  	
   

  
	
  “Investment Company Act”

  	
   

  	
  4.16

  	
   

  
	
  “Issuers”

  	
   

  	
  Preamble

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  8.2

  	
   

  
	
  “Notes”

  	
   

  	
  Preamble

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.3

  	
   

  
	
  “Refinancing”

  	
   

  	
  Definition of Permitted Refinancing Indebtedness

  	
   

  
	
  “Registrar”

  	
   

  	
  2.3

  	
   

  
	
  “Redemption Date”

  	
   

  	
  3.8

  	
   

  
	
  “Series A Notes”

  	
   

  	
  Preamble

  	
   

  
	
  “Series B Notes”

  	
   

  	
  Preamble

  	
   

  
	
  “Transaction Date”

  	
   

  	
  Definition of Consolidated Coverage Ratio

  	
   

  



 


SECTION
1.3                                                  Incorporation by Reference of
Trust Indenture Act.


 


Whenever this Indenture refers to a provision of the
TIA, such provision is incorporated by reference in and made a part of this
Indenture.


 


The following TIA term used in this Indenture has
the following meaning:


 


“obligor” on the
Notes means the Issuers and any successor obligor upon the Notes.


 


31





















 


All other terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by
Commission rule under the TIA have the meanings so assigned to them.


 


SECTION
1.4                                                  Rules of Construction.


 


Unless the context otherwise requires:


 


(1)           a term has the meaning assigned to it;


 


(2)           an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;


 


(3)           “or” is not exclusive;


 


(4)           words in the singular include the plural, and in the
plural include the singular;


 


(5)           provisions apply to successive events and transactions;


 


(6)           “herein,” “hereof” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or
other subdivision; and


 


(7)           references to sections of or rules under the Securities Act
and the Exchange Act shall be deemed to include substitute, replacement of
successor sections or rules adopted by the Commission from time to time.


 


ARTICLE II



THE NOTES


 


SECTION
2.1                                                  Form and Dating.


 


(a)           General.  The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto; provided that the form of the Exchange Notes shall include
such variations as are permitted or required by the Registration Rights
Agreement.


 


The Notes may have notations, legends or
endorsements required by law, stock exchange rule, depository rule or usage.  Each Note shall be dated the date of its
issuance and shall show the date of its authentication.  The Notes shall be in denominations of $1,000
and integral multiples of $1,000; provided, however, that any Additional Notes issued in payment of
interest or Liquidated Damages will be issued in denominations of $1.00 and
integral multiples of $1.00.  Payments to
be made in the form of Additional Notes issued in payment of Interest or
Liquidated Damages shall be rounded to the nearest dollar.


 


32





















 


The terms and provisions contained in the Notes
shall constitute, and are hereby expressly made, a part of this Indenture and
the Issuers and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.


 


(b)           Global Notes.  Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto) and shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee, as custodian for
The Depository Trust Company and registered in the name of the Depositary or
the nominee of the Depositary.  Notes
issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the “Schedule
of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be (i) reduced or increased, as
appropriate, to reflect exchanges and redemptions and (ii) increased to reflect
Additional Notes issued in payment of interest or Liquidate Damages.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Notes
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.6 hereof.


 


(c)           Euroclear and Clearstream
Procedures Applicable.  The
provisions of the “Operating Procedures of the Euroclear System” and “Terms and
Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking Luxembourg” and “Customer Handbook” of Clearstream Banking
Luxembourg in effect at the relevant time shall be applicable to transfers of
beneficial interests in the Regulation S Global Notes that are held by Participants
through Euroclear or Clearstream Banking Luxembourg.


 


SECTION
2.2                                                  Execution and Authentication.


 


Two Officers of each Issuer shall sign the Notes for
the Issuers by manual or facsimile signature. 
In the case of Definitive Notes, such signatures may be imprinted or
otherwise reproduced on such Notes.  If
an Officer whose signature is on a Note no longer holds that office at the time
a Note is authenticated, the Note shall nevertheless be valid.  A Note shall not be valid until authenticated
by the manual or facsimile signature of the Trustee.  The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.  The Trustee shall, upon a written order of
each of the Issuers signed by an Officer (an “Authentication
Order”), authenticate Notes for issuance up to the aggregate
principal amount stated in such Authentication Order; provided
that Notes authenticated for issuance on the Issue Date shall not exceed
$26,000,000 in aggregate principal amount; provided further
that the Additional Notes authenticated for issuance following the Issue Date
shall not exceed the Interest and Liquidated 


 


33





















 


Damages paid by issuance thereof pursuant to Section
2.14 hereof.  The Authentication Order
shall set forth the amount of the Notes to be authenticated, the names in which
the Notes are to be registered and where the Notes are to be delivered.  The Trustee may appoint an authenticating
agent acceptable to the Issuers to authenticate Notes.  An authenticating agent may authenticate
Notes whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Issuers.


 


SECTION
2.3                                                  Registrar, Paying Agent and
Depositary.


 


The Issuers shall maintain an office or agency in
the Borough of Manhattan, The City of New York, which shall initially be U.S.
Bank National Association located at 100 Wall Street, Suite 1600, New York, NY
10005, where (i) Notes may be presented for registration of transfer or
for exchange (“Registrar”) and (ii) Notes
may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the
Notes and of their transfer and exchange. 
The Issuers may appoint one or more co-registrars and one or more
additional paying agents.  The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
paying agent.  The Issuers may change any
Paying Agent or Registrar without notice to any Holder.  The Issuers shall notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Issuers fail to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Issuers or any of
their Subsidiaries may act as Paying Agent or Registrar.  The Issuers initially appoint The Depository
Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes.  The Issuers
initially appoint the Trustee to act as the Registrar and Paying Agent and to
act as Notes Custodian with respect to the Global Notes.


 


SECTION
2.4                                                  Paying Agent to Hold Money in
Trust.


 


The Issuers shall require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent shall hold in trust
for the benefit of Holders or the Trustee all money held by the Paying Agent
for the payment of principal, premium or Liquidated Damages, if any, or
Interest on the Notes, and shall notify the Trustee of any default by the
Issuers in making any such payment. 
While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. 
The Issuers at any time may require a Paying Agent to pay all money held
by it to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Issuers or one of their
Subsidiaries) shall have no further liability for the money.  If an Issuer or one of their Subsidiaries
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization
proceedings relating to such Issuer, the Trustee shall serve as Paying Agent
for the Notes.


 


34





















 


SECTION
2.5                                                  Holder Lists.


 


The Trustee shall preserve in as current a form as
is reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA
§ 312(a).  If the Trustee is not the
Registrar, the Issuers shall furnish, or shall cause the Registrar (if other
than the Issuers or one of their Subsidiaries) to furnish, to the Trustee at
least seven Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a).


 


SECTION
2.6                                                  Transfer and Exchange.


 


(a)           Transfer and Exchange of
Global Notes.  A Global Note
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.  All Global Notes shall be exchanged by the
Issuers for Definitive Notes if (i) the Issuers deliver to the Trustee notice
from the Depositary that (x) the Depositary is unwilling or unable to continue
to act as Depositary for the Global Notes, or (y) the Depositary is no longer a
clearing agency registered under the Exchange Act, and in either case, the
Issuers fail to appoint a successor Depositary within 90 days of such notice
from the Depositary (ii) the Issuer, in the Issuer’s sole discretion,
determines that the Global Notes (in whole but not in part should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee or (iii) there shall have occurred and be continuing a Default or
Event of Default with respect to the Notes; provided that
in no event shall the Reg S Temporary Global Note be exchanged by the
Issuers for Definitive Notes prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificate
identified by the Issuers and the Issuers’ counsel to be required pursuant to
Rule 903 or Rule 904 under the Securities Act.  Upon the occurrence of any of the preceding
events in (i) or (ii) above, Definitive Notes shall be issued in such names as
the Depositary shall instruct the Trustee. 
Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.7 and 2.10 hereof. 
Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.6 or
Section 2.7 or 2.10, shall be authenticated and delivered in the form of,
and shall be, a Global Note.  A Global
Note may not be exchanged for another Note other than as provided in this Section 2.6(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.6(b), (c) or (f) hereof.


 


(b)           Transfer and Exchange of
Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests
in the Global Notes shall be effected through the Depositary, in accordance
with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global
Notes shall be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the
Global Notes also shall require compliance with either subparagraph 


 


35





















 


(1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


(1)           Transfer of Beneficial
Interests in the Same Global Note. 
Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Distribution Compliance Period, transfers of beneficial
interests in the Reg S Temporary Global Note may not be made to a U.S. Person
or for the account or benefit of a U.S. Person (other than an Initial
Purchaser).  Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.6(b)(1), but the Issuers or the Trustee may request an
Opinion of Counsel.


 


(2)           All Other Transfers and
Exchanges of Beneficial Interests in Global Notes (including for Definitive
Notes).  In connection with
all transfers and exchanges of beneficial interests that are not subject to
Section 2.6(b)(1), the transferor of such beneficial interest must deliver
to the Registrar either (A) (1) a written order from a Participant or an
Indirect Participant, in each case, given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to credit or cause to be credited
a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase or (B)
(1) a written order from a Participant or an Indirect Participant, in each
case, given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount
equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (B)(1) above; provided that in no event shall Definitive Notes be issued
upon the transfer or exchange of beneficial interests in the Reg S
Temporary Global Note prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificates
identified by the Issuers or the Issuers’ counsel to be required pursuant to
Rule 903 and Rule 904 under the Securities Act.  Upon consummation of an Exchange Offer by the
Issuers in accordance with Section 2.6(f) hereof, the requirements of this
Section 2.6(b)(2) shall be deemed to have been satisfied upon receipt
by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted Global
Notes.  Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.6(h) hereof.


 


36





















 


(3)           Transfer of Beneficial
Interests to Another Restricted Global Note.  A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the
form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.6(b)(2) and the Registrar
receives the following:


 


(A)          if the transferee will take delivery in the form of a
beneficial interest in the 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications
in item (1) thereof;


 


(B)           if the transferee will take delivery in the form of a
beneficial interest in the 501 Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications
in item (3)(d) thereof; or


 


(C)           if the transferee will take delivery in the form of a
beneficial interest in the Reg S Temporary Global Note or the Reg S
Permanent Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item
(2) thereof.


 


(4)           Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A
beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.6(b)(2) and:


 


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f)
hereof, and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in
the applicable Letter of Transmittal that it is not (1) a Broker-Dealer,
(2) a Person participating in the distribution of the Exchange Notes or
(3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;


 


(B)           such transfer is effected pursuant to the Shelf
Registration in accordance with the Registration Rights Agreement and a certificate
to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(c) thereof, is delivered by the transferor;


 


(C)           such transfer is effected by a Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement and a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof, is delivered
by the transferor; or


 


37





















 


(D)          the Registrar receives the following:  (1) if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest
for a beneficial interest in an Unrestricted Global Note, a certificate from
such holder in the form of Exhibit C hereto, including the certifications
in item (1)(a) thereof; or (2) if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item
(4) thereof; and, in each such case set forth in this subparagraph (D), an
Opinion of Counsel in form, and from legal counsel, reasonably acceptable to
the Registrar and the Issuers to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.


 


If any such transfer is
effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D)
above.  Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.


 


(c)           Transfer and Exchange of
Beneficial Interests for Definitive Notes.  Transfer and exchange of beneficial interests
in the Global Notes for Definitive Notes shall be made subject to compliance
with this Section 2.6(c), and the requesting Holder shall provide any
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(c).  Upon receipt of such applicable
documentation, the Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Note or Unrestricted Global Note, as applicable,
to be reduced accordingly pursuant to Section 2.6(h) hereof, and the
Issuers shall execute and, upon receipt of an Authentication Order pursuant to
Section 2.2, the Trustee shall authenticate and deliver to the Person
designated in the instructions a Restricted Definitive Note or an Unrestricted
Definitive Note, as applicable, in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest in a Global Note pursuant to this
Section 2.6(c) shall be registered in such name or names and in such
authorized denomination or denominations as the Holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. 
The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Definitive Notes are so registered.


 


(1)           Beneficial Interests in
Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial 


 


38





















 


interest to a Person who
takes delivery thereof in the form of a Restricted Definitive Note, then, upon
receipt by the Registrar of the following documentation:


 


(A)          if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof;


 


(B)           if such beneficial interest is being transferred to a QIB
in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;


 


(C)           if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
Rule 904 under the Securities Act, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item
(2) thereof;


 


(D)          if such beneficial interest is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (B) and (C) above, a certificate to the effect set forth in
Exhibit B hereto, including the certifications, certificates and Opinion
of Counsel required by item (3)(d) thereof, if applicable; or


 


(E)           if such beneficial interest is being transferred to the
Issuers or any of their Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item
(3)(b) thereof.


 


Any Restricted Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.6(c)(1) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.


 


(2)           Beneficial Interests in
Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an
Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only if:


 


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f)
hereof, and the holder of such beneficial interest, in the case of an exchange,
or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person
who is an affiliate (as defined in Rule 144) of the Issuers;


 


39





















 


(B)           such transfer is effected pursuant to the Shelf
Registration in accordance with the Registration Rights Agreement and a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;


 


(C)           such transfer is effected by a Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement and a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof, is delivered
by the transferor; or


 


(D)          the Registrar receives the following:  (1) if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest
for an Unrestricted Definitive Note, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item
(1)(b) thereof; or (2) if the holder of such beneficial interest in a
Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive
Note, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof; and, in each such case
set forth in this subparagraph (D), an Opinion of Counsel in form, and from
legal counsel, reasonably acceptable to the Registrar and the Issuers to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a Restricted Definitive Note.


 


(3)           Beneficial Interests in
Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note, then such
holder shall satisfy the applicable conditions set forth in
Section 2.6(b)(2) hereof.  Any
Unrestricted Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.6(c)(3) shall not bear the Private
Placement Legend.


 


(4)           Transfer or Exchange of
Reg S Temporary Global Notes. 
Notwithstanding the other provisions of this Section 2.6, a
beneficial interest in the Reg S Temporary Global Note may not be (A)
exchanged for a Definitive Note prior to (x) the expiration of the Distribution
Compliance Period (unless such exchange is approved by the Issuers, does not
require an investment decision on the part of the Holder thereof and does not
violate the provisions of Regulation S) and (y) the receipt by the
Registrar of any certificates 


 


40





















 


identified by the Issuers or
their counsel to be required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act or (B) transferred to a Person who takes delivery thereof in the
form of a Definitive Note prior to the events set forth in clause (A) above or
unless the transfer is pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.


 


(d)           Transfer and Exchange of
Definitive Notes for Beneficial Interests.  Transfer and exchange of Definitive Notes for
beneficial interests in the Global Notes shall be made subject to compliance
with this Section 2.6(d), and the requesting Holder shall provide any
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(d).  Upon receipt from such Holder of such
applicable documentation and the surrender to the Registrar of the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar, duly executed by such Holder or by its attorney,
duly authorized in writing, the Registrar shall register the transfer or
exchange of the Definitive Notes.  The
Trustee shall cancel such Definitive Notes so surrendered and cause the
aggregate principal amount of the applicable Restricted Global Note or
Unrestricted Global Note, as applicable, to be increased accordingly pursuant
to Section 2.6(h) hereof.


 


(1)           Restricted Definitive
Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note or to transfer such Restricted Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:


 


(A)          if the Holder of such Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (2)(b) thereof;


 


(B)           if such Restricted Definitive Note is being transferred to
a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)           if such Restricted Definitive Note is being transferred to
a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904 under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item
(2) thereof; or


 


(D)          if such Restricted Definitive Note is being transferred to
an Institutional Accredited Investor in accordance with Regulation D under
the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(d) thereof;


 


41





















 


the Trustee shall cancel the
Restricted Definitive Note and increase or cause to be increased the aggregate
principal amount of, in the case of clause (A) above, the appropriate Restricted
Global Note, in the case of clause (B) above, the 144A Global Note, in the case
of clause (C) above, the Regulation S Global Note and in the case of clause
(D) above, the 501 Global Note.


 


(2)           Restricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Restricted Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note only if:


 


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f)
hereof, and the Holder, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it
is not (1) a Broker-Dealer, (2) a Person participating in the distribution
of the Exchange Notes or (3) a Person who is an affiliate (as defined in
Rule 144) of the Issuers;


 


(B)           such transfer is effected pursuant to the Shelf
Registration in accordance with the Registration Rights Agreement and a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;


 


(C)           such transfer is effected by a Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement and a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof, is delivered
by the transferor; or


 


(D)          the Registrar receives the following:  (1) if the Holder of such Restricted Definitive
Notes proposes to exchange such Notes for a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item
(1)(c) thereof; or (2) if the Holder of such Restricted Definitive
Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof; and, in each such case set forth
in this subparagraph (D), an Opinion of Counsel in form, and from legal counsel,
reasonably acceptable to the Registrar and the Issuers to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


42





















 


(3)           Unrestricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note
or transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time.


 


If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to subparagraphs (2)(B),
(2)(D) or (3) of this Section 2.6(d) at a time when an Unrestricted
Global Note has not yet been issued, the Issuers shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.2 hereof, the
Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.


 


(e)           Transfer and Exchange of
Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes
and such Holder’s compliance with the provisions of this Section 2.6(e),
the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
The Trustee shall cancel any such Definitive Notes so surrendered, and
the Issuers shall execute and, upon receipt of an Authentication Order pursuant
to Section 2.2, the Trustee shall authenticate and deliver to the Person
designated in the instructions a Restricted Definitive Note or an Unrestricted
Definitive Note, as applicable, in the appropriate principal amount.  Any Definitive Note issued pursuant to this
Section 2.6(e) shall be registered in such name or names and in such
authorized denomination or denominations as the Holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. 
The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Definitive Notes are so registered. 
In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(e).


 


(1)           Restricted Definitive
Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form
of a Restricted Definitive Note if the Registrar receives the following:


 


(A)          if the transfer will be made to a QIB pursuant to
Rule 144A, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)           if the transfer will be made pursuant to Rule 903 or
Rule 904, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof;


 


43





















 


(C)           if such beneficial interest is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (A) and (B) above, then the transferor must deliver a certificate
to the effect set forth in Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)(d) thereof, if
applicable; or


 


(D)          if such beneficial interest is being transferred to the
Issuers or any of their Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item
(3)(b) thereof, must be delivered by the transferor.


 


(2)           Restricted Definitive
Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged
by the Holder thereof for an Unrestricted Definitive Note or transferred to a
Person or Persons who take delivery thereof in the form of an Unrestricted Definitive
Note if:


 


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and Section 2.6(f)
hereof, and the Holder, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it
is not (1) a Broker-Dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Issuers;


 


(B)           any such transfer is effected pursuant to the Shelf
Registration in accordance with the Registration Rights Agreement and a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;


 


(C)           any such transfer is effected by a Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement and a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof, is delivered
by the transferor; or


 


(D)          the Registrar receives the following:  (1) if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit D hereto, including
the certifications in item (1)(d) thereof; or (2) if the Holder of
such Restricted Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of an Unrestricted Definitive Note,
a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof; and, in each such case set forth
in this subparagraph (D), an Opinion of Counsel in form, and from legal
counsel, reasonably acceptable to the Registrar and the Issuers to the effect
that such exchange or transfer is in compliance 


 


44





















 


with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.


 


(3)           Unrestricted Definitive
Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may
transfer such Notes to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note.  Upon
receipt of a request to register such a transfer, the Registrar shall register
the Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof.


 


(f)            Exchange Offer.  Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2 and
an Opinion of Counsel delivered to the Trustee as to the matters set forth in
paragraphs (1) and (2) below of this Section 2.6(f) and such other matters
customarily covered in connection with an exchange offer as the Trustee may reasonably
request, the Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the sum of (A) the
principal amount of the beneficial interests in the Restricted Global Notes
exchanged or transferred for beneficial interests in Unrestricted Global Notes
in connection with the Exchange Offer pursuant to Section 2.6(b)(4) and
(B) the principal amount of Restricted Definitive Notes exchanged or
transferred for beneficial interests in Unrestricted Global Notes in connection
with the Exchange Offer pursuant to Section 2.6(d)(2), in each case
tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not Broker-Dealers, (y) they are not
participating in a distribution of the Exchange Notes and (z) they are not affiliates
(as defined in Rule 144) of the Issuers, and accepted for exchange in the
Exchange Offer, and (ii) Unrestricted Definitive Notes in an aggregate
principal amount equal to the sum of (A) the principal amount of the Restricted
Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in
connection with the Exchange Offer pursuant to Section 2.6(e)(2) and (B)
Restricted Global Notes exchanged or transferred for Unrestricted Definitive
Notes in connection with the Exchange Offer pursuant to Section 2.6(c)(2),
in each case tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not
participating in a distribution of the Exchange Notes and (z) they are not
affiliates (as defined in Rule 144) of the Issuers, and accepted for
exchange in the Exchange Offer. 
Concurrently with the issuance of such Notes, the Trustee shall cancel
any Definitive Notes so surrendered and shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Issuers shall execute and, upon receipt of an Authentication Order pursuant to
Section 2.2, the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in
the appropriate principal amount.


 


The Opinion of Counsel for the Issuers referenced
above shall state that the issuance and sale of the Exchange Notes by the
Issuers has been duly authorized and, when executed by the Issuers and
authenticated by the Trustee in accordance with the provisions of this
Indenture and delivered in exchange for Series A Notes in accordance with this
Indenture and the Exchange Offer, the Exchange Notes shall be entitled to the benefits
of this Indenture and shall be 


 


45





















 


valid and binding obligations of the Issuers,
enforceable against the Issuers in accordance with their terms, subject to
customary qualifications including exceptions for bankruptcy, fraudulent
transfer and equitable principles.


 


(g)           Legends.  The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this
Indenture.


 


(i)            Private Placement Legend.


 


(A)          Except as permitted by subparagraph
(B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:


 


“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT IS A NON-U.S. PURCHASER
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS
(OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE
144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED
SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE
OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE


 


46





















 


PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.”


 


(B)           Notwithstanding the foregoing, any
Global Note or Definitive Note issued pursuant to subparagraph (b)(4), (c)(2),
(c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.6
(and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.


 


(ii)           Global Note Legend.  To the extent required by the Depositary,
each Global Note shall bear legends in substantially the following forms:


 


“THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE 


 


47





















 


TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.”


 


“UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY
BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”


 


(iii)          Reg S Temporary
Global Note Legend.  To the
extent required by the Depositary, each Reg S Temporary Global Note shall
bear a legend in substantially the following form:


 


“THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN).”


 


(h)           Cancellation and/or
Adjustment of Global Notes. 
At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or cancelled in whole and not in part, 


 


48





















 


each such Global Note shall
be returned to or retained and cancelled by the Trustee in accordance with
Section 2.11 hereof.  At any time
prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


 


(i)            General Provisions
Relating to Transfers and Exchanges.


 


(i)            To permit registrations of transfers and exchanges, the
Issuers shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order.


 


(ii)           No service charge shall be made to a holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuers may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Section 2.10, 3.6,
4.13, 4.14 or 4.21 hereof).


 


(iii)          The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.


 


(iv)          All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Issuers, evidencing the same Indebtedness, and
entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.


 


(v)           The Issuers shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.2 hereof and ending at the close of business on
the day of selection, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between an Interest Record Date and the next succeeding
Interest Payment Date.


 


49





















 


(vi)          Prior to due presentment for the registration of a transfer
of any Note, the Trustee, any Agent and the Issuers may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note
for the purpose of receiving payment of principal of and interest on such Notes
and for all other purposes, and none of the Trustee, any Agent or the Issuers
shall be affected by notice to the contrary.


 


(vii)         The Trustee shall authenticate Global Notes and Definitive
Notes in accordance with the provisions of Section 2.2 hereof.


 


(viii)        All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.6 to effect a registration of transfer or exchange may be
submitted by facsimile.


 


Notwithstanding anything herein to the contrary, as
to any certifications and certificates delivered to the Registrar pursuant to this
Section 2.6, the Registrar’s duties shall be limited to confirming that
any such certifications and certificates delivered to it are in the form of
Exhibits A, B, C and D attached hereto. 
The Registrar shall not be responsible for confirming the truth or accuracy
of representations made in any such certifications or certificates.


 


SECTION
2.7                                                  Replacement Notes.


 


If any mutilated Note is surrendered to the Trustee
or any Issuer or if the Trustee or any Issuer receives evidence (which evidence
may be from the Trustee) to their satisfaction of the destruction, loss or
theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee’s
requirements are met.  If required by the
Trustee or the Issuers, an affidavit of lost certificate and/or an indemnity
bond or other indemnity must be supplied by the requesting Holder that is
sufficient in the judgment of the Trustee and the Issuers to protect the
Issuers, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. 
The Issuers may charge for their expenses in replacing a Note, including
reasonable fees and expenses of their counsel and of the Trustee and its
counsel.  Every replacement Note is an
additional obligation of the Issuers and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.  The provisions of
this Section 2.7 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement of mutilated, lost, destroyed
or wrongfully taken Notes.


 


SECTION
2.8                                                  Outstanding Notes.


 


The Notes outstanding at any time are all the Notes
authenticated by the Trustee (including any Note represented by a Global Note)
except for those cancelled by it or at the Issuers’ direction, those delivered
to it for cancellation, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.8 as not outstanding.  Except as set forth in Section 2.9
hereof, a Note does not cease to be outstanding because an Issuer or an
Affiliate of an Issuer holds the Note. 
If a Note is replaced 


 


50





















 


pursuant to Section 2.7 hereof, such Note
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.  If the principal amount of any Note is
considered paid under Section 4.1 hereof, it ceases to be outstanding and
Interest on it ceases to accrue.  If the
Paying Agent (other than an Issuer, a subsidiary or an Affiliate of any
thereof) holds, on a redemption date or the maturity date, money sufficient to
pay Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue Interest.


 


SECTION
2.9                                                  Treasury Notes.


 


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Issuers, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with any Issuer,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee actually knows are so
owned shall be so disregarded.


 


SECTION
2.10                                            Temporary Notes.


 


Until certificates representing Notes are ready for
delivery, the Issuers may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of Definitive Notes but may have variations that the Issuers consider
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee.  Without unreasonable delay, the
Issuers shall prepare and the Trustee shall authenticate Definitive Notes in
exchange for temporary Notes.  Until such
exchange, holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.


 


SECTION
2.11                                            Cancellation.


 


The Issuers at any time may deliver Notes to the
Trustee for cancellation.  The Registrar
and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee, or at the direction of the Trustee, the Registrar or the
Paying Agent (other than an Issuer, a subsidiary or an Affiliate thereof), and
no one else, shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of such
cancelled Notes in accordance with its customary procedures (subject to the
record retention requirement of the Exchange Act) or shall return all cancelled
Notes to the Issuers upon their request. 
Subject to Section 2.7, the Issuers may not issue new Notes to replace
Notes that they have paid or that have been delivered to the Trustee for cancellation.


 


SECTION
2.12                                            Defaulted Interest.


 


Any Interest on any Note which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date plus, to
the extent lawful, any interest payable on the defaulted Interest at the rate
and in the manner provided in Section 4.1 hereof and in the Note 


 


51





















 


(herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder on the relevant
Interest Record Date, and such Defaulted Interest may be paid by the Issuers,
at their election in each case, as provided in clause (1) or (2) below:


 


(1)           The Issuers may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. 
The Issuers shall notify the Trustee and the Paying Agent in writing of
the amount of Defaulted Interest proposed to be paid on each Note and the date
of the proposed payment, and at the same time the Issuers shall deposit with
the Paying Agent an amount of cash equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
reasonably satisfactory to the Paying Agent for such deposit prior to the date
of the proposed payment, such cash when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as provided in this
clause (1).  Thereupon the Paying Agent
shall fix a “Special Record Date” for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the
Paying Agent of the notice of the proposed payment.  The Paying Agent shall promptly notify the
Issuers and the Trustee of such Special Record Date and, in the name and at the
expense of the Issuers, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder at its address as it appears in the Note register
maintained by the Registrar not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the persons in whose
names the Notes (or their respective predecessor Notes) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
clause (2).


 


(2)           The Issuers may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, if, after notice given by the Issuers to the
Trustee and the Paying Agent of the proposed payment pursuant to this clause,
such manner shall be deemed practicable by the Trustee and the Paying Agent.


 


Subject to the foregoing provisions of this
Section 2.12, each Note delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Note shall carry the
rights to Interest accrued and unpaid, and to accrue, which were carried by
such other Note.


 


SECTION
2.13                                            CUSIP Numbers.


 


The Issuers in issuing the Notes may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience 


 


52





















 


to Holders; provided that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Notes or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. 
The Issuers shall promptly notify the Trustee of any change in the “CUSIP”
numbers.


 


SECTION
2.14                                            Issuance of Additional Notes
as Payment of Interest or Liquidated Damages.


 


The Issuers shall be
entitled, subject to Section 4.7 hereof and applicable law, to issue Additional
Notes under this Indenture from time to time solely in payment of Interest (in
accordance with the terms of the Notes) and Liquidated Damages (in accordance
with the terms of the Registration Rights Agreement).  Such Additional Notes shall have identical
terms as the Notes issued on the Issue Date (except that interest will begin to
accrue from the date the Additional Notes are issued rather than on the Issue
Date).  The Notes issued on the Issue
Date and any Additional Notes issued as payment of Interest or Liquidated
Damages shall be treated as a single class for all purposes under this Indenture.


 


With respect to any
Additional Notes issued as payment of Interest or Liquidated Damages, the
Issuers shall deliver to the Trustee and the Paying Agent:


 


(1)           no later than the Record Date for the relevant Interest
Payment Date, a written notice setting forth the extent to which such interest
payment will be made in the form of cash, if an election is made to pay in
cash, and if no such election is made, such interest payment shall otherwise be
payable in Additional Notes; and


 


(2)           no later than two Business Days prior to the relevant
Interest Payment Date, (i) with respect to the Notes that are Definitive
Notes, the required amount of additional Definitive Notes and an Authentication
Order directing the Trustee to authenticate and deliver such additional
Definitive Notes to the registered Holder of the Definitive Notes or
(ii) with respect to Notes that are Global Notes, an order to increase the
principal amount of such Global Notes by the relevant amount (or, if necessary,
to authenticate a new Global Note executed by the Issuers with such increased
principal amounts).


 


Any Additional Notes issued as payment of Interest
or Liquidated Damages shall, after being executed and authenticated pursuant to
Section 2.2, be (i) with respect to Definitive Notes, mailed to the person
entitled thereto as shown on the register for the Definitive Notes as of the
relevant Record Date or (ii) with respect to Global Notes, deposited into
the account specified by the Holder or Holders thereof as of the relevant
Record Date or otherwise according to the procedures of the Depositary.  Alternatively, the Issuers may direct the
Paying Agent to make the appropriate amendments to the schedule of principal
amounts of the relevant Notes outstanding and arrange for deposit into the
account specified by the Holder or Holders thereof as of the relevant Record
Date.  Payment shall be made in such form
and upon such terms as specified 


 


53





















 


herein and the Issuers shall and Paying Agent may
take additional steps as is necessary to effect such payment.


 


ARTICLE III



REDEMPTION


 


SECTION
3.1                                                  Notices to Trustee.


 


If the Issuers elect to redeem Notes pursuant to the
optional redemption provisions of Section 3.7 hereof, they shall furnish
to the Trustee, at least 30 days (unless a shorter period is acceptable to the
Trustee) but not more than 60 days (unless a longer period is acceptable to the
Trustee) before a Redemption Date, an Officers’ Certificate stating that such
redemption is being made pursuant to Section 3.7 and setting forth
(i) the Redemption Date, (ii) the principal amount of Notes to be
redeemed and (iii) the redemption price.


 


SECTION
3.2                                                  Selection of Notes to Be Redeemed.


 


If less than all of the Notes are to be redeemed at
any time, the Trustee shall select the Notes or portions thereof to be redeemed
among the Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro  rata basis, by lot or in accordance with any other method
the Trustee considers fair and appropriate, provided that
Notes in denominations of $1,000 or less may not be redeemed in part.  In the event of partial redemption by lot,
the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the Redemption
Date by the Trustee from the outstanding Notes not previously called for redemption.


 


The Trustee shall promptly notify the Issuers in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be
redeemed.  Notes and portions of Notes in
denominations of larger than $1,000 selected shall be in amounts of $1,000 or
integral multiples of $1,000; except that if all of the Notes of a Holder are
to be redeemed, the entire outstanding amount of Notes held by such Holder,
even if not an integral multiple of $1,000, shall be redeemed.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.


 


SECTION
3.3                                                  Notice of Redemption.


 


At least 30 days but not more than 60 days before a
Redemption Date, the Trustee shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address.


 


54





















 


The notice shall identify the Notes to be redeemed
and shall state:


 


(a)           the Redemption Date;


 


(b)           the redemption
price;


 


(c)           if any Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, on or after the redemption date upon surrender of such Note,
a new Note or Notes in principal amount equal to the unredeemed portion shall
be issued upon cancellation of the original Note;


 


(d)           the name and address
of the Paying Agent;


 


(e)           that Notes called
for redemption must be surrendered to the Paying Agent to collect the redemption
price;


 


(f)            that, unless the
Issuers default in making such redemption payment, Interest (and Liquidated
Damages, if any) on Notes or portions thereof called for redemption ceases to
accrue on and after the Redemption Date;


 


(g)           the paragraph of the
Notes and/or section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and


 


(h)           that no
representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Notes.


 


At the Issuers’ request, the Trustee shall give the
notice of redemption in the Issuers’ name and at the Issuers’ expense; provided, however, that
the Issuers shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date (unless a shorter period shall be acceptable to the Trustee),
an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.


 


SECTION
3.4                                                  Effect of Notice of Redemption.


 


Once notice of redemption is mailed in accordance
with Section 3.3 hereof, Notes called for redemption become irrevocably
due and payable on the Redemption Date at the redemption price.  A notice of redemption may not be
conditional.  If mailed in the manner provided
for in Section 3.4, the notice of redemption shall be conclusively presumed to
have been given whether or not the Holder receives such notice.  Failure to give such notice or any defect in
the notice to any Holder shall not affect the validity of the notice or the
redemption.


 


SECTION
3.5                                                  Deposit of Redemption Price.


 


On the Business Day immediately prior to the
Redemption Date, the Issuers shall deposit with the Trustee or with the Paying
Agent immediately available funds sufficient to pay 


 


55





















 


the redemption price on all Notes to be redeemed on
that date calculated in accordance with the terms of this Indenture, which redemption
price includes but is not limited to, principal, premium, if any, of and
accrued and unpaid Interest (and Liquidated Damages, if any) on all such
Notes.  The Trustee or the Paying Agent
shall promptly return to the Issuers any money deposited with the Trustee or
the Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid Interest (and Liquidated Damages,
if any) on, all Notes to be redeemed.


 


If the Issuers comply with the provisions of the
preceding paragraph, on and after the Redemption Date, Interest (and Liquidated
Damages, if any) shall cease to accrue on the Notes or the portions of Notes
called for redemption.  If a Note is redeemed
on or after an Interest Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid Interest (and Liquidated Damages, if
any) shall be paid to the Person in whose name such Note was registered at the
close of business on such Interest Record Date. 
If any Note called for redemption shall not be so paid upon surrender
for redemption because of the failure of the Issuers to comply with the preceding
paragraph, Interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any Interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.1 hereof.


 


If the Redemption Date hereunder is on or after an
Interest Record Date on which the Holders of record have a right to receive the
corresponding Interest due and Liquidated Damages, if any, and on or before the
associated Interest Payment Date, any accrued and unpaid Interest (and Liquidated
Damages, if any) due on such Interest Payment Date shall be paid to the Person
in whose name a Note is registered at the close of business on such Interest
Record Date.


 


SECTION
3.6                                                  Notes Redeemed in Part.


 


Upon surrender of a Note that is redeemed in part,
the Issuers shall issue and, upon receipt of an Authentication Order, the
Trustee shall authenticate for the Holder at the expense of the Issuers a new
Note equal in principal amount to the unredeemed portion of the Note surrendered.


 


SECTION
3.7                                                  Optional Redemption.


 


(a)           At any time prior to August 15, 2008, the Issuers may
redeem the Notes for cash at the Issuers’ option, in whole or in part, upon not
less than 30 days’ nor more than 60 days’ notice to each Holder at a redemption
price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid Interest (and Liquidated Damages, if any)
to, the applicable Redemption Date.


 


At any time on or after August 15, 2008, the Issuers
may redeem the Notes for cash at the Issuers’ option, in whole or in part, upon
not less than 30 days’ nor more than 60 days’ notice to each Holder of Notes,
at the following redemption prices (expressed as percentages of the principal
amount) if redeemed during the 12-month period commencing August 15 of 


 


56





















 


the years indicated below, in each case together
with accrued and unpaid Interest (and Liquidated Damages, if any) to the date
of redemption of the Notes (the “Redemption Date”):


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  106.938

  	
  %

  
	
  2009

  	
   

  	
  103.469

  	
  %

  
	
  2010 and thereafter

  	
   

  	
  100

  	
  %

  



 


(b)           At any time on or prior to August 15, 2007, upon a
Qualified Equity Offering, up to 35% of the aggregate principal amount of the
Notes issued pursuant to this Indenture may be redeemed at the Issuers’ option
within 90 days of such Qualified Equity Offering on not less than 30 days’,
but not more than 60 days’ notice to each Holder, with cash received by the
Issuers from the Net Cash Proceeds of such Qualified Equity Offering, at a
redemption price equal to 113.875% of the principal amount thereof, together
with accrued and unpaid Interest (and Liquidated Damages, if any) to the
Redemption Date; provided, however,
that immediately following such redemption not less than 65% of the aggregate
principal amount of the Notes originally issued pursuant to this Indenture on
the Issue Date remain outstanding.


 


(c)           Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Sections 3.1 through 3.6.


 


SECTION
3.8                                                  No Mandatory Redemption.


 


The Issuers shall not be required to make mandatory
redemption payments with respect to the Notes (except for any offer to
repurchase Notes that the Issuers are required to make in accordance with the
provisions of Sections 4.13 and 4.14 below).  The Notes shall not have the benefit of any
sinking fund.


 


ARTICLE IV



COVENANTS


 


SECTION
4.1                                                  Payment of Notes.


 


The Issuers shall pay or cause to be paid the
principal of, premium, if any, and Interest on the Notes on the dates and in
the manner provided in the Notes. 
Principal, premium, if any, and Interest shall be considered paid on the
date due if the Paying Agent, if other than the Issuers or a Subsidiary
thereof, holds as of 12:00 noon Eastern time on the due date money deposited by
the Issuers in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and Interest (and Liquidated Damages, if
any) then due and if the Paying Agent is not prohibited from paying such money
to the Holders by this Indenture.  The
Issuers shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.


 


57





















 


During the continuation of an Event of Default, the
Issuers shall pay Interest (including Accrued Bankruptcy Interest in any
proceeding under any Bankruptcy Law) (a) on outstanding principal and premium,
if any, on the Notes in each case, whether or not overdue, on demand at the
rate set forth in the Notes, and (b) on overdue installments of Interest (and
Liquidated Damages, if any) on the Notes, without regard to any applicable
grace period, on demand at the rate set forth in the Notes.


 


SECTION
4.2                                                  Maintenance of Office or Agency.


 


The Issuers shall maintain in the Borough of Manhattan,
The City of New York, an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuers in respect of the Notes and this
Indenture may be served.  The Issuers
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. 
If at any time the Issuers shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office.


 


The Issuers may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
additional designations; provided that
no such designation or rescission shall in any manner relieve the Issuers of
the Issuers’ obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York.  The Issuers shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


The Issuers hereby designate the Corporate Trust
Office of the Trustee as one such office or agency of the Issuers in accordance
with Section 2.3 hereof.


 


SECTION
4.3                                                  Commission Reports and Reports to
Holders.


 


Whether or not the Issuers are subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, so long
as any Notes are outstanding, the Issuers shall deliver to the Trustee and to
each Holder and to prospective purchasers of Notes identified to the Issuers by
the Initial Purchaser, within 5 days after the Issuers are or would have
been (if they were subject to such reporting obligations) required to file such
with the Commission, (i) annual and quarterly financial statements
substantially equivalent to financial statements that would have been required
to be contained in a filing with the Commission on Forms 10-K and 10-Q if the
Issuers were required to file such Forms, including in each case, together with
a Management’s Discussion and Analysis of Financial Condition and Results of
Operations which would be so required, and including, with respect to annual
information only, a report thereon by the Issuers’ certified independent public
accountants as would be so required, and (ii) all information that would
be required to be contained in a filing with the Commission on Form 8-K if
the Issuers were required 


 


58





















 


to file such report. 
Within a reasonable period of time after delivering such annual and
quarterly reports, the Issuers will use their reasonable best efforts to hold
an earnings conference call to discuss the financial information contained
therein, unless the Issuers would be prohibited by law from doing so.  From and after the consummation of the
Exchange Offer, unless the Commission will not accept such reports, the Issuers
will file with the Commission the annual, quarterly and other reports which the
Issuers are required to file with the Commission.


 


SECTION
4.4                                                  Compliance Certificate.


 


(a)           The Issuers shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers’ Certificate stating that a
review of the activities of the Issuers and their Subsidiaries during the
preceding fiscal year has been made under the supervision of the Signing
Officers with a view to determining whether the Issuers and their Subsidiaries
have kept, observed, performed and fulfilled their obligations under this Indenture,
and further stating, as to each such Officer signing such certificate, that to
his or her knowledge the Issuers and their Subsidiaries are not in default in
the performance or observance of any of the terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default shall have occurred and be
continuing, describing all such Defaults or Events of Default of which he or
she may have knowledge and what action the Issuers are taking or propose to
take with respect thereto) and that to his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or Interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Issuers are taking
or propose to take with respect thereto. 
The Issuers shall provide the Trustee with timely written notice of any
change in the Issuers’ fiscal year end, which is currently December 31.


 


(b)           The Issuers shall, so long as any of the Notes are
outstanding, deliver to the Trustee, within five Business Days of any Officer
becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Issuers are
taking or propose to take with respect thereto.


 


SECTION
4.5                                                  Taxes.


 


The Issuers shall pay, and shall cause each of their
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment would not
have a material adverse effect on the ability of the Issuers to satisfy their
obligations under the Notes, this Indenture and the Registration Rights
Agreement.


 


SECTION
4.6                                                  Stay, Extension and Usury Laws.


 


The Issuers covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Issuers (to the 


 


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extent that they may lawfully do so) hereby
expressly waive all benefit or advantage of any such law, and covenant that
they shall not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though no such law has been enacted.


 


SECTION
4.7                                                  Limitation on Incurrence of
Additional Indebtedness and Disqualified Capital Stock.


 


(a)           Except as set forth in this Section 4.7, the Issuers
shall not, and shall not permit any of their Subsidiaries to, directly or
indirectly, create, issue, assume, guarantee, incur, become directly or
indirectly liable with respect to (including as a result of an Acquisition), or
otherwise become responsible for, contingently or otherwise (individually and
collectively, to “incur” or, as appropriate, an “incurrence”), any Indebtedness (including Disqualified
Capital Stock and Acquired Indebtedness), other than Permitted Indebtedness.


 


Notwithstanding the foregoing, the Issuers and their
Subsidiaries may incur such Indebtedness (including Disqualified Capital Stock
and Acquired Indebtedness) if:


 


(1)           no Default or Event of Default shall have occurred and be
continuing at the time of, or would occur after giving effect on a pro forma
basis to, such incurrence of such Indebtedness and


 


(2)           on the date of such incurrence (the “Incurrence
Date”), the Consolidated Coverage Ratio of Holding and its Subsidiaries
for the Reference Period immediately preceding the Incurrence Date, after
giving effect on a pro forma basis to such incurrence of such Indebtedness and,
to the extent set forth in the definition of Consolidated Coverage Ratio, the
use of proceeds thereof, would be at least 1.8 to 1.0.


 


(b)           The foregoing limitations of Section 4.7(a) will not
prohibit the incurrence by The Wornick Company and its Subsidiaries of
Indebtedness pursuant to any 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) of up to the greater of (i) $15,000,000, minus
the amount of any such Indebtedness (1) retired with the Net Cash Proceeds
from any Asset Sale or Event of Loss applied to permanently reduce the
outstanding amounts or the commitments with respect to such Indebtedness
pursuant to Section 4.13 or (2) assumed by a transferee in an Asset
Sale, and (ii) the sum of (x) 85% of the net book value of accounts
receivable of The Wornick Company and its Subsidiaries, and (y) 65% of the
net book value of inventory of The Wornick Company and its Subsidiaries, in the
case of each of clauses (ii)(x) and (y), determined in accordance with
GAAP, and including accounts receivable and inventory acquired with the
proceeds of the substantially concurrent incurrence of Indebtedness under any
Credit Agreement.


 


(c)           Indebtedness (including Disqualified Capital Stock) of any
Person which is outstanding at the time such Person becomes one of the
Subsidiaries (including upon designation 


 


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of any Person as a
Subsidiary) or is merged with or into or consolidated with the Issuers or one
of their Subsidiaries shall be deemed to have been incurred at the time such
Person becomes or is designated one of the Subsidiaries or is merged with or
into or consolidated with the Issuers or one of their Subsidiaries, as
applicable.


 


(d)                                 Notwithstanding any other provision of this
Section 4.7, but only to avoid duplication, a guarantee by the Issuers or one
of their Subsidiaries of the Issuers’ Indebtedness or of the Indebtedness of
one of their Subsidiaries incurred in accordance with the terms of this
Indenture issued at the time such Indebtedness was incurred shall not
constitute a separate incurrence, or amount outstanding, of Indebtedness.  Upon each incurrence of Indebtedness,
(i) the Issuers may designate pursuant to which provision of this
Section 4.7 such Indebtedness is being incurred (and the Issuers may later
redesignate such Indebtedness), (ii) the Issuers may subdivide an amount
of Indebtedness and designate more than one provision pursuant to which such
amount of Indebtedness is being incurred and (iii) such Indebtedness shall
not be deemed to have been incurred or outstanding under any other provision of
this Section 4.7, except that all Indebtedness initially outstanding under
the Notes and this Indenture shall be deemed to have been incurred pursuant to
clause (a) of the definition of Permitted Indebtedness.


 


SECTION
4.8                                                  Limitation on Liens Securing
Indebtedness.


 


The Issuers shall not and shall not permit any of
its Subsidiaries to create, incur, assume or suffer to exist any Lien of any
kind, other than Permitted Liens, upon any of the Issuers’ assets now owned or
acquired on or after the Issue Date or upon any income or profits therefrom securing
any of the Issuers’ Indebtedness.


 


SECTION
4.9                                                  Limitation on Restricted Payments.


 


(a)                                  The Issuers shall not, and shall not permit
any of their Subsidiaries to, directly or indirectly, make any Restricted
Payment if, after giving effect on a pro forma basis to such Restricted
Payment:


 


(1)                                  a Default or an Event of Default shall have
occurred and be continuing,


 


(2)                                  if it is a Restricted Payment by either of
the Issuers or any of their Subsidiaries if such Persons are not permitted to
incur at least $1.00 of additional Indebtedness pursuant to Section 4.7(a)(2),
or


 


(3)                                  the aggregate amount of all Restricted
Payments made by the Issuers and their Subsidiaries, including after giving
effect to such proposed Restricted Payment, on and after June 30, 2004,
would exceed, without duplication, the sum of:


 


(A)                              50% of the Issuers’ aggregate Consolidated
Net Income for the period (taken as one accounting period), commencing on
July 1, 2004, to and including the last day of the fiscal quarter ended
immediately prior to the date of each such calculation for which the Issuers’
consolidated financial statements are 


 


61





















 


required to be delivered to
the Trustee or, if sooner, filed with the Commission (or, in the event
Consolidated Net Income for such period is a deficit, then minus 100% of such
deficit), plus


 


(B)                                the aggregate Net Cash Proceeds received by
the Issuers from a Capital Contribution or from the sale of the Issuers’
Qualified Capital Stock after the Issue Date (other than (i) to one of the
Subsidiaries, (ii) to the extent applied in connection with a Qualified
Exchange or, to avoid duplication, otherwise given credit for in any provision
of this or the following paragraph, (iii) used as consideration to make a
Permitted Investment or (iv) issued upon the conversion or exchange of any
Indebtedness of the Issuers or any of their Subsidiaries convertible or exchangeable
for Qualified Capital Stock as described in paragraph (C) below), plus


 


(C)                                the amount by which Indebtedness of the
Issuers or any of their Subsidiaries is reduced on the Issuers’ balance sheet
upon the conversion or exchange (other than by one of such Subsidiaries)
subsequent to the Issue Date of any Indebtedness of the Issuers or such Subsidiaries
convertible or exchangeable for the Issuers’ Qualified Capital Stock (less the
amount of any cash, or the fair market value of any other property, distributed
by the Issuers or any such Subsidiaries upon such conversion or exchange), plus


 


(D)                               except in each case, in order to avoid
duplication, to the extent any such payment or proceeds have been included in
the calculation of Consolidated Net Income, an amount equal to the net
reduction in Investments (other than returns of or from Permitted Investments)
in any Person (including an Unrestricted Subsidiary) resulting from cash distributions
on or cash repayments of any Investments, including payments of interest on
Indebtedness, dividends, repayments of loans or advances, or other
distributions or other transfers of assets, in each case to the Issuers or any
of their Subsidiaries or from the Net Cash Proceeds from the sale of any such
Investment or from redesignations of Unrestricted Subsidiaries as Subsidiaries
of Holding (valued in each case as provided in the definition of “Investments”),
not to exceed, in each case, the amount of Investments previously made by the
Issuers or any of their Subsidiaries in such Person, including, if applicable,
such Unrestricted Subsidiary, less the cost of disposition.


 


(b)                                 Section 4.9(a), however, shall not
prohibit:


 


(1)                                  so long as clause (1) of
Section 4.9(a) is satisfied, (i) repurchases, redemptions or
other retirements or acquisitions of Equity Interests of such holding company
from the Issuers’ employees or directors (or their heirs, estates, authorized
representatives or permitted transferees) or employees or directors (or their
heirs, estates, authorized representatives or permitted transferees) of such
holding company or the Subsidiaries, in each case, pursuant to the terms of any
stockholders agreement, interest holders agreement, 


 


62





















 


employment agreement,
severance agreement, employee stock option agreement or similar agreement in
accordance with the provisions of any such arrangement as in effect on the
Issue Date or (ii) repurchases, redemptions or other retirements or
acquisitions of Capital Stock from the Issuers’ employees or directors (or
their heirs, estates, authorized representatives or permitted transferees) or
employees or directors (or their heirs, estates, authorized representatives or
permitted transferees) of the Subsidiaries upon death, disability or
termination of employment, in the case of clause (i) and (ii), in an
aggregate amount pursuant to this paragraph (1) to all such employees
or directors (or their heirs, estates, authorized representatives or permitted
transferees) not to exceed $500,000 per fiscal year on and after the Issue
Date, provided that any of such permitted
amount not used in a fiscal year may be carried forward to succeeding fiscal
years until used, so long as for any particular fiscal year, the aggregate of
such unused amounts carried forward, together with the amount available for
such fiscal year, shall not exceed $1,000,000 in the aggregate,


 


(2)                                  so long as clause (1) of
Section 4.9(a) is satisfied, payments of Management Fees,


 


(3)                                  any dividend, distribution or other payments
by any of the Subsidiaries on its Equity Interests that is paid pro rata to all
holders of such Equity Interests,


 


(4)                                  a Qualified Exchange,


 


(5)                                  the payment of any dividend on Qualified
Capital Stock within 60 days after the date of its declaration if such
dividend could have been made on the date of such declaration in compliance
with the foregoing provisions,


 


(6)                                  the payment of reasonable and customary
directors fees payable to, and indemnity provided on behalf of, the Issuers’
Board of Directors and the Boards of Directors of the Subsidiaries, indemnity
provided on behalf of officers and employees of the Issuers and the
Subsidiaries, and customary reimbursement of travel and similar expenses
incurred in the ordinary course of business, and consulting or similar fees
(other than to Veritas Capital Management or its Affiliates other than the
Issuers and their Subsidiaries) to the Issuers’ Board of Directors, officers or
employees pursuant to, and in accordance with, agreements in effect on the
Issue Date (without giving effect to any amendment or supplement thereto or
modification thereof),


 


(7)                                  [intentionally omitted],


 


(8)                                  if a Change of Control has occurred and the
Issuers shall have consummated the Change of Control Offer and purchased on the
Change of Control Purchase Date all Notes tendered in response to the Change of
Control Offer pursuant to Section 4.14, any purchase or redemption (within
60 days after the Change of Control Purchase Date) of Subordinated
Indebtedness required pursuant to the terms thereof as a result


 


63





















 


of such Change of Control at
a purchase or redemption price not to exceed the outstanding principal amount
thereof, plus accrued and unpaid interest thereon, if any; provided,
however, that (x) at the time of
such purchase or redemption, no Default or Event of Default shall have occurred
and be continuing (or would result therefrom), (y) the Issuers would, or
in the case of a Restricted Payment by The Wornick Company, it would, be able
to incur at least $1.00 of additional Indebtedness pursuant to Section 4.7
after giving pro forma effect to such Restricted Payment and (z) such
purchase or redemption is not made, directly or indirectly, from the proceeds
of (or made in anticipation of) any issuance of Indebtedness by the Issuers or
any of their Subsidiaries, 


 


(9)                                  so long as clause (1) of
Section 4.9(a) is satisfied, Restricted Payments not otherwise
permitted pursuant to this covenant in an aggregate amount pursuant to this
clause (i) not to exceed $1,000,000 on and after the Issue Date, or


 


(10)                            the declaration and payment of a dividend by
Holding of the net proceeds recovered by it from the sale of the Notes on the
Issue Date.


 


(c)                                  The amounts expended pursuant to
clauses (1), (5), (8) and (9) (but not pursuant to clauses (2), (3),
(4), (6) and (10)) of Section 4.9(b), however, shall be counted as
Restricted Payments made for purposes of the calculation of the aggregate
amount of Restricted Payments available to be made referred to in clause (3) of
Section 4.9(a).


 


(d)                                 For purposes of this Section 4.9, the
amount of any Restricted Payment made or returned, if other than in cash, shall
be the fair market value thereof, as determined in the reasonable good faith
judgment of the Issuers’ Board of Directors, unless stated otherwise, at the
time made or returned, as applicable. 
For purposes of determining compliance with this Section 4.9, in
the event that a Restricted Payment meets the criteria of more than one of the
exceptions described in clauses (1) through (9) of Section 4.9(b) or is
entitled to be made pursuant to Section 4.9(a), the Issuers shall be
permitted, in their sole discretion, to classify or reclassify such Restricted
Payment in any manner that complies with this Section 4.9.


 


SECTION
4.10                                            Limitation on Dividend and Other
Payment Restrictions Affecting Subsidiaries.


 


The Issuers shall not, and shall not permit any of
their Subsidiaries to, directly or indirectly, incur or suffer to exist any
consensual restriction on the ability of any of the Subsidiaries (i) to
pay dividends or make other distributions to or on behalf of, (ii) to pay
any obligation to or on behalf of, (iii) to otherwise transfer assets or
property to or on behalf of, or (iv) to make or pay loans or advances to
or on behalf of, the Issuers or any of their Subsidiaries, except:


 


(1)                                  restrictions imposed by the Notes or this
Indenture or by the Issuers’ other Indebtedness ranking pari passu with
the Notes as applicable (provided that such restrictions are no more restrictive in
any material respect than those imposed by this Indenture and the Notes),


 


64





















 


(2)                                  restrictions imposed by applicable law, rule,
regulation or order,


 


(3)                                  restrictions existing on the Issue Date under
Existing Indebtedness,


 


(4)                                  restrictions under (i) any Acquired
Indebtedness not incurred in violation of this Indenture or (ii) any
agreement (including any Equity Interest) relating to any property, asset, or
business acquired by the Issuers or any of their Subsidiaries, which
restrictions in the case of both (i) and (ii) existed at the time of
acquisition, were not put in place in connection with or in anticipation of
such acquisition and are not applicable to any Person, other than the Person
acquired, or to any property, asset or business, other than the property,
assets and business so acquired,


 


(5)                                  any restriction imposed by Indebtedness
incurred under any Credit Agreement pursuant to Section 4.7; provided that such restriction or requirement is no more
restrictive in any material respect than that imposed by the Existing Credit
Agreement as of the Issue Date,


 


(6)                                  restrictions with respect solely to any of
the Subsidiaries imposed pursuant to a binding agreement which has been entered
into for the sale or disposition of all of the Equity Interests or assets of
such Subsidiary; provided that such restrictions
apply solely to the Equity Interests or assets of such Subsidiary which are
being sold,


 


(7)                                  restrictions on transfer contained in
Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be
incurred pursuant to Section 4.7; provided that
such restrictions relate only to the transfer of the property acquired with the
proceeds of such Indebtedness,


 


(8)                                  limitations on the disposition or
distribution of assets or property in joint venture agreements,
co-manufacturing agreements and other similar agreements entered into in the
ordinary course of business,


 


(9)                                  restrictions on cash or other deposits
imposed by customers under contracts or other arrangements entered into or
agreed to in the ordinary course of business, and


 


(10)                            in connection with and pursuant to
Refinancing Indebtedness, the replacement of restrictions imposed pursuant to
clause (1), (3), (4), (5) or (7) of this Section 4.10 or this
clause (10) that are not more restrictive in any material respect as determined
by Holding’s Board of Directors in its reasonable good faith judgment than
those being replaced and do not apply to any other Person or assets than those
that would have been covered by the restrictions in the Indebtedness so refinanced.


 


Notwithstanding the foregoing, (a) there may
exist customary provisions restricting subletting or assignment of any lease
entered into in the ordinary course of business, consistent with industry
practice and (b) any asset subject to a Lien which is not prohibited to
exist 


 


65





















 


with respect to such asset pursuant to the terms of
this Indenture may be subject to customary restrictions on the transfer or
disposition thereof pursuant to such Lien.


 


SECTION
4.11                                            [Reserved]


 


SECTION
4.12                                            Limitation on Transactions with
Affiliates.


 


The Issuers shall not, and shall not permit any of
their Subsidiaries to, on or after the Issue Date, directly or indirectly,
sell, lease, transfer or otherwise dispose of any of their properties or assets
to, or purchase any property or assets from, or enter into or suffer to exist
any contract, agreement, understanding, loan, advance, guarantee, arrangement
or transaction with, or for the benefit of, any Affiliate (each of the
foregoing, an “Affiliate Transaction”), or any
series of related Affiliate Transactions (other than Exempted Affiliate Transactions):


 


(1)                                  unless it is determined that the terms of
such Affiliate Transaction(s) are fair and reasonable to the Issuers, and no
less favorable to the Issuers than could have been obtained in an arm’s length
transaction with a non-Affiliate,


 


(2)                                  if involving consideration to either party of
$1,000,000 or more, unless such Affiliate Transaction(s) has been approved by a
majority of the members of the Issuers’ Board of Directors that are
disinterested in such transaction, if there are any directors who are so
disinterested, and


 


(3)                                  if involving consideration to either party of
$5,000,000 or more (or $1,000,000 or more if no members of Holding’s Board of Directors
are disinterested in such transaction) unless, in addition to the requirements
set forth in clauses (1) and (2) above, the Issuers, prior to the
consummation thereof, obtains a written favorable opinion as to the fairness of
such transaction(s) to the Issuers from a financial point of view from an
independent investment banking firm of national reputation in the United States
or, if pertaining to a matter for which such investment banking firms do not
customarily render such opinions, an appraisal or valuation firm of national
reputation in the United States.


 


Notwithstanding the
foregoing, nothing in this Section 4.12 shall limit transactions between The
Wornick Company and any of its Wholly Owned Subsidiaries or among the Wholly
Owned Subsidiaries.


 


SECTION
4.13                                            Limitation on Sale of Assets and
Subsidiary Stock.


 


(a)                                  The Issuers shall not, and shall not permit
any of their Subsidiaries to, in one or a series of related transactions,
convey, sell, transfer, assign or otherwise dispose of, directly or indirectly,
any property, business or assets, including by merger or consolidation (in the
case of one of the Subsidiaries), and including any sale or other transfer or
issuance of any Equity Interests of any of the Subsidiaries, whether by the
Issuers or one of their Subsidiaries or through the issuance, sale or transfer
of Equity Interests by any of the Subsidiaries and including any sale-leaseback
transaction (any of the foregoing, an “Asset Sale”)
unless:


 


66





















 


(1)                                  at least 75% of the total consideration for
such Asset Sale or series of related Asset Sales consists of cash or Cash
Equivalents,


 


(2)                                  with respect to any Asset Sale or related
series of Asset Sales involving a conveyance, sale, transfer, assignment or
other disposition of securities, property or assets with an aggregate fair
market value in excess of $2,000,000, management determines in reasonable good
faith that the Issuers shall receive or such Subsidiary shall receive, as
applicable, fair market value for such Asset Sale, and


 


(3)                                  with respect to any Asset Sale or related
series of Asset Sales involving a conveyance, sale, transfer, assignment or
other disposition of securities, property or assets with an aggregate fair
market value in excess of $5,000,000, the Issuers’ Board of Directors
determines in reasonable good faith that the Issuers will receive or such
Subsidiary will receive, as applicable, fair market value for such Asset Sale.


 


For purposes of clause (1) of this
Section 4.13(a), the following shall be deemed to constitute cash or Cash
Equivalents:  (a) the amount of any
Indebtedness or other liabilities of the Issuers or such Subsidiary (other than
Indebtedness or liabilities that are by their terms subordinated to the Notes)
that are assumed by the transferee of any such assets so long as the documents
governing such liabilities provide that there is no further recourse to the
Issuers or any of their Subsidiaries with respect to such liabilities and
(b) fair market value of any marketable securities, currencies, notes or
other obligations received by either Issuer or any such Subsidiary in exchange
for any such assets that are converted into cash or Cash Equivalents within
90 days after the consummation of such Asset Sale, provided,
that such cash and Cash Equivalents shall be treated as Net Cash Proceeds
attributable to the original Asset Sale for which such property was received.


 


(b)                                 Within 390 days following such Asset
Sale, the Net Cash Proceeds therefrom (the “Asset Sale Amount”)
shall be:


 


(1)                                  (i) used to retire Purchase Money
Indebtedness secured by the asset which was the subject of the Asset Sale, or
(ii) used to retire and permanently reduce Indebtedness incurred under any
Credit Agreement or the Wornick Notes; provided that
in the case of a revolver or similar arrangement that makes credit available,
such commitment is permanently reduced by such amount; or


 


(2)                                  invested in assets or property (other than
notes, bonds, obligations and securities, except in connection with the
acquisition of a Person in a Related Business which immediately following such
acquisition becomes a Subsidiary of Holding) which in the reasonable good faith
judgment of the Issuers’ Board of Directors will immediately constitute or be a
part of a Related Business of Holding or such Subsidiary (if it continues to be
a Subsidiary of Holding) immediately following such transaction; or


 


(3)                                  any combination of (1) or (2).


 


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(c)                                  All Net Cash Proceeds from an Event of Loss
shall be used as follows: 
(x) first, the Issuers shall use such Net Cash Proceeds to the
extent necessary to rebuild, repair, replace or restore the assets subject to
such Event of Loss with comparable assets; and (y) then, to the extent any
Net Cash Proceeds from an Event of Loss are not used as described in the preceding
clause (x) all such remaining Net Cash Proceeds shall be reinvested or
used as provided in clause (1), (2) or (3) of Section 4.13(b).


 


(d)                                 The accumulated Net Cash Proceeds from Asset
Sales not applied as set forth in clause (1), (2) or (3) of Section 4.13(b)
and the accumulated Net Cash Proceeds from any Event of Loss not applied as set
forth in clause (x) or (y) of Section 4.13(c) shall constitute “Excess Proceeds.” 
Pending the final application of any Net Cash Proceeds, Holding or one
of its Subsidiaries may temporarily reduce revolving credit borrowings or
otherwise invest or use for general corporate purposes (other than Restricted
Payments that are not solely Restricted Investments) the Net Cash Proceeds in
any manner that is not prohibited by this Indenture; provided,
however, that the Issuers may not use
the Net Cash Proceeds to make Restricted Payments other than Restricted
Payments that are solely Restricted Investments or to make Permitted
Investments pursuant to clause (a) of the definition thereof.


 


(e)                                  When the Excess Proceeds equal or exceed
$5,000,000, the Issuers shall offer to repurchase the Notes, together with any
other Indebtedness ranking on a parity with the Notes and with similar
provisions requiring the Issuers to make an offer to purchase such Indebtedness
with the proceeds from such Asset Sale pursuant to a cash offer (subject only
to conditions required by applicable law, if any), pro-rata in proportion to
the respective principal amounts of such Indebtedness (or accreted values in
the case of Indebtedness issued with an original issue discount) and the Notes
(the “Asset Sale Offer”) at a purchase price
of 100% of the principal amount (or accreted value in the case of Indebtedness
issued with an original issue discount) (the “Asset Sale
Offer Price”) together with accrued and unpaid Interest (and
Liquidated Damages, if any) to the date of payment.  In order to effect the Asset Sale Offer, the
Issuers shall promptly after expiration of the 390-day period following the
Asset Sale that produced such Excess Proceeds mail to each Holder of Notes
notice of the Asset Sale Offer (the “Asset Sale Notice”),
offering to purchase the Notes on a date (the “Asset Sale
Purchase Date”) that is no earlier than 30 days and no later
than 60 days after the date that the Asset Sale Notice is mailed.


 


On the Asset Sale Purchase Date, the Issuers shall
apply an amount equal to the Excess Proceeds (the “Asset Sale
Offer Amount”) to the purchase of all Indebtedness properly tendered
in accordance with the provisions of this Section 4.13 (on a pro  rata basis if
the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price together with accrued and unpaid
Interest (and Liquidated Damages, if any) to the date of payment; provided, however, if on the Asset Sale Purchase Date, The
Wornick Company is not able to make a Restricted Payment under the Wornick
Indenture in an amount equal to the Asset Sale Offer Amount required to be used
hereunder to make an Asset Sale Offer, then the Issuers shall apply an amount
equal to the maximum Restricted Payment amount that may be made by The Wornick
Company under the Wornick Indenture on such date ratably to the Indebtedness
properly tendered pursuant to this Section 4.13.  To the extent that the aggregate amount 


 


68





















 


of Notes and such other pari  passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset
Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as
otherwise permitted by this Indenture. 
Following the consummation of each Asset Sale Offer in accordance with
the provisions of this Section 4.13, the Excess Proceeds amount shall be
reset to zero.


 


(f)                                    Notwithstanding, and without complying with,
the provisions of this Section 4.13:


 


(1)                                  the Issuers may and their Subsidiaries may,
in the ordinary course of business, (x) convey, sell, transfer, assign or
otherwise dispose of inventory and other assets acquired and held for resale in
the ordinary course of business, (y) liquidate Cash Equivalents and
(z) discount, in each case without recourse, accounts receivable arising
in the ordinary course of business, but only in connection with the compromise
thereof;


 


(2)                                  the Issuers may and their Subsidiaries may
convey, sell, transfer, assign or otherwise dispose of assets pursuant to and
in accordance with Article V;


 


(3)                                  the Issuers may and their Subsidiaries may
sell or dispose of damaged, worn out or other obsolete personal property in the
ordinary course of business so long as such property is no longer necessary for
the proper conduct of the Issuers’ business or the business of such Subsidiary,
as applicable;


 


(4)                                  the Issuers and their Subsidiaries may
convey, sell, transfer, assign or otherwise dispose of assets to the Issuers or
to any of their Subsidiaries;


 


(5)                                  the Issuers may and their Subsidiaries may
settle, release or surrender tort or other litigation claims in the ordinary
course of business or grant Liens not prohibited by this Indenture;


 


(6)                                  the Issuers may and their Subsidiaries may
exchange any property or assets for property or assets of the type set forth in
Section 4.13(b)(2);


 


(7)                                  the Issuers’ Subsidiaries may issue Equity
Interests to the Issuers, to The Wornick Company or to any Subsidiary of The
Wornick Company;


 


(8)                                  the Issuers may and their Subsidiaries may
make Permitted Investments pursuant to clauses (d) and (k) in the
definition thereof and Restricted Investments that are not prohibited by
Section 4.9;


 


(9)                                  the Issuers may and their Subsidiaries may
convey, sell, transfer, assign or otherwise dispose of assets with a fair
market value (or that result in gross proceeds) of less than $1,000,000, until
the aggregate fair market value and gross proceeds of the transactions excluded
from the definition of Asset Sale pursuant to this clause (9) exceed
$5,000,000; and


 


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(10)                            the Issuers may and their Subsidiaries may
grant Permitted Liens.


 


Notwithstanding anything to the contrary set forth
in this Indenture, Holding shall not be permitted to sell, assign, transfer or
otherwise convey any of its Equity Interests in The Wornick Company, including
by consolidation with or merger with or into another Person.


 


All Net Cash Proceeds from an Event of Loss shall be
reinvested or used as otherwise provided above in clause (1), (2) or (3)
of Section 4.13(b).


 


(g)                                 Any Asset Sale Offer shall be made in
compliance with all applicable laws, rules, and regulations, including, if applicable,
Regulation 14E of the Exchange Act and the rules and regulations
thereunder and all other applicable federal and state securities laws.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.13,
the Issuers’ compliance or the compliance of any of their Subsidiaries with
such laws and regulations shall not in and of itself cause a breach of the Issuers’
obligations under this Section 4.13.


 


(h)                                 If the Asset Sale Purchase Date is on or
after an Interest Record Date and on or before the associated Interest Payment
Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on
such Interest Payment Date shall be paid to the Person in whose name a Note is
registered at the close of business on such Interest Record Date.


 


(i)                                     The Trustee shall be entitled to receive in
connection with an Asset Sale such documents, if any, required by the TIA.


 


SECTION
4.14                                            Repurchase of Notes at the Option
of the Holder upon a Change of Control.


 


(a)                                  In the event that a Change of Control has
occurred, each Holder of Notes shall have the right, at such Holder’s option,
pursuant to an offer (subject only to conditions required by applicable law, if
any) by the Issuers (the “Change of Control Offer”),
to require the Issuers to repurchase, all or any part of such Holder’s Notes (provided that, with respect to a partial repurchase the
principal amount of such Notes must be $1,000 or an integral multiple thereof)
on a date (the “Change of Control Purchase Date”)
that is no later than 60 days after the occurrence of such Change of
Control, at a cash price equal to 101% of the principal amount thereof (the “Change of Control Purchase Price”), together with accrued
and unpaid Interest (and Liquidated Damages, if any) to the Change of Control
Purchase Date.


 


The Change of Control Offer shall be made within
30 days following a Change of Control and shall remain open for at least 30 days
following its commencement (the “Change of Control Offer
Period”).  On the Change of
Control Purchase Date, to the extent lawful, the Issuers promptly shall
purchase all Notes properly tendered in response to the Change of Control Offer.


 


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(b)                                 On or before the Change of Control Purchase
Date, the Issuers shall:


 


(1)                                  accept for payment Notes or portions thereof
properly tendered pursuant to the Change of Control Offer,


 


(2)                                  deposit with the Paying Agent cash sufficient
to pay the Change of Control Purchase Price, together with accrued and unpaid
Interest (and Liquidated Damages, if any) to the Change of Control Purchase
Date of all Notes so tendered, and


 


(3)                                  deliver to the Trustee the Notes so accepted
together with an Officers’ Certificate listing the Notes or portions thereof
being purchased by the Issuers.


 


The Paying Agent promptly shall pay each Holder of
Notes so accepted an amount equal to the Change of Control Purchase Price
together with accrued and unpaid Interest (and Liquidated Damages, if any) to
the Change of Control Purchase Date, and the Trustee promptly shall
authenticate and deliver to such Holder a new Note equal in principal amount to
any unpurchased portion of the Note surrendered.  Any Notes not so accepted shall be delivered
promptly by the Issuers to the Holder thereof. 
The Issuers shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Purchase Date.


 


The provisions described above requiring the Issuers
to make a Change of Control Offer following a Change of Control shall be
applicable regardless of whether or not any other provisions of this Indenture
are applicable.


 


(c)                                  The Issuers shall not be required to make a
Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Indenture applicable to a Change of
Control Offer made by the Issuers and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer.


 


(d)                                 Any Change of Control Offer shall be made in
compliance with all applicable laws, rules and regulations, including, if
applicable, Regulation 14E under the Exchange Act and the rules thereunder
and all other applicable federal and state securities laws.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.14,
the Issuers’ compliance or the compliance by any of their Subsidiaries with
such laws and regulations shall not in and of itself cause a breach of the
Issuers’ obligations under this Section 4.14.


 


(e)                                  If the Change of Control Purchase Date is on
or after an Interest Record Date and on or before the associated Interest
Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any)
due on such Interest Payment Date shall be paid to the Person in whose name a
Note is registered at the close of business on such Interest Record Date.


 


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SECTION
4.15                                            [Reserved]


 


SECTION
4.16                                            Limitation on Status as
Investment Company.


 


The Issuers and their Subsidiaries shall be
prohibited from being required to register as an “investment company” (as that
term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)), or from otherwise becoming
subject to regulation under the Investment Company Act.


 


SECTION
4.17                                            Maintenance of Properties and
Insurance.


 


The Issuers shall cause all material properties used
or useful to the conduct of their business and the business of each of the
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) in all material respects and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in their
reasonable judgment may be necessary, so that the business carried on in
connection therewith may be properly conducted at all times; provided, however, that
nothing in this Section 4.17 shall prevent the Issuers or any Subsidiary
from discontinuing any operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is (a) in the
judgment of the Board of Directors of the Issuers, desirable in the conduct of
the business of such entity and (b) not otherwise prohibited by this
Indenture.


 


The Issuers will cause their Subsidiaries to
maintain, with financially sound and reputable companies, insurance policies
(i) insuring their inventory and equipment against loss by fire, explosion,
theft and such other casualties that in the reasonable, good faith opinion of
such Subsidiaries is adequate and appropriate for the conduct of the business
of such Subsidiaries and (ii) insuring such Subsidiaries against liability for
personal injury and property damage relating to such inventory and equipment,
such policies to be in such amounts and covering such risks as is commercially
reasonable and prudent with respect to the business and properties of such
Subsidiaries and that are usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which
such Subsidiaries operate. 


 


SECTION
4.18                                            Corporate Existence.


 


Subject to Article V hereof, the Issuers shall do or
cause to be done all things necessary to preserve and keep in full force and
effect (i) their corporate existence and the corporate, partnership or
other existence of each of the Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Issuers or any such Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Issuers and each of their
Subsidiaries; provided, however,
that the Issuers shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of their
Subsidiaries, if the Issuers’ Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuers and each of their Subsidiaries,


 


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taken as a whole, and that
the loss thereof would not have a material adverse effect on the ability of the
Issuers to satisfy their obligations under the Notes and this Indenture.


 


SECTION
4.19                                            Limitation on Lines of Business.


 


The Issuers shall not, and shall not permit any of
their Subsidiaries to, directly or indirectly engage to any substantial extent
in any line or lines of business activity other than that which, in the
reasonable good faith judgment of the Issuers’ Board of Directors, is a Related
Business.


 


TWC Holding Corp. will not hold any material assets,
become liable for any material obligations, engage in any trade or business, or
conduct any business activity, other than the issuance of Equity Interests to
Holding, the incurrence of Indebtedness as a co-obligor or guarantor of
Indebtedness incurred by Holding, including the Notes and the exchange notes,
if any, that is permitted to be incurred by Holding under Section 4.7 and
activities incidental thereto.  For so
long as Holding or any successor obligor under the Notes is a limited liability
company, partnership or trust, there shall be a co-issuer of the Notes that is
a Wholly Owned Subsidiary of Holding and that is a corporation organized and
existing under the laws of the United States or any state thereof or the
District of Columbia.


 


SECTION
4.20                                            Rule 144A Information.


 


For so long as the Notes constitute “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and
the Issuers are not subject to the informational requirements of the Exchange
Act, the Issuers shall furnish to the Holders or beneficial holders of Notes,
upon their request, and to prospective purchasers thereof designated by such
Holders or beneficial holders of Notes, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


SECTION
4.21                                            Repurchase
of Notes at the Option of the Holder From Excess Cash Flow.


 


Within 180 days after the end of each fiscal year,
the Issuers shall make an offer to all Holders (the “Excess Cash
Flow Offer”) to purchase the maximum principal amount of Notes that
is an integral multiple of $1,000 with an amount equal to 50% of The Wornick
Company’s Excess Cash Flow from such fiscal year (measured from July 1, 2004 in
the case of the fiscal year in which the Issue Date occurs) less an amount
equal to the aggregate principal amount of Wornick Notes purchased pursuant to
the most recently completed Excess Cash Flow Offer under the Wornick Indenture
(the “Excess Cash Flow Offer Amount”), at a
purchase price in cash equal to 101% of the principal amount of the Notes to be
purchased (the “Excess Cash Flow Purchase Price”),
together with accrued and unpaid Interest (and Liquidated Damages, if any) to
the date fixed for the purchase of the Notes pursuant to such Excess Cash Flow
Offer; provided, however,
that the Excess Cash Flow Offer Amount for a fiscal year shall be reduced by
the aggregate principal amount of Notes and Wornick Notes purchased by the
Issuers and their 


 


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Subsidiaries in the open
market during such fiscal year and during the period prior to the date of such
Excess Cash Flow Offer, but only to the extent that such principal amount was
not taken into account in reducing the Excess Cash Flow Offer Amount for any
prior periods.


 


In order to effect the Excess Cash Flow Offer, the
Issuer shall promptly mail to each Holder of Notes notice of the Excess Cash
Flow Offer (the “Excess Cash Flow Notice”)
offering to purchase the Notes on a date (the “Excess Cash
Flow Purchase Date”) that is no earlier than 30 days and no
later than 60 days after the date that the Excess Cash Flow Notice is
mailed. The Excess Cash Flow Offer will be required to remain open for 20
Business Days following its commencement.


 


On the Excess Cash Flow Purchase Date, the Issuer
shall apply the Excess Cash Flow Offer Amount to the purchase of all Notes
properly tendered pursuant to an Excess Cash Flow Offer (on a pro rata basis if
the Excess Cash Flow Offer Amount is insufficient to purchase all Notes so
tendered) at the Excess Cash Flow Purchase Price, together with accrued and
unpaid Interest (and Liquidated Damages, if any) to the date of payment; provided, however if on the Excess Cash Flow Purchase Date
The Wornick Company is not able to make a Restricted Payment under the Wornick
Indenture in an amount equal to the Excess Cash Flow Offer Amount required to
be used hereunder to make an Excess Cash Flow Offer, then the Issuers shall
apply an amount equal to the maximum Restricted Payment amount that may be made
by The Wornick Company under the Wornick Indenture on such date ratably to the
Notes properly tendered.  To the extent
that the aggregate amount of Notes tendered pursuant to any Excess Cash Flow
Offer is less than the Excess Cash Flow Offer Amount, the Issuer may use any
remaining Excess Cash Flow Offer Amount as otherwise permitted by this
Indenture.


 


Any Excess Cash Flow Offer shall be made in
compliance with all applicable laws, rules and regulations, including, if applicable,
Regulation 14E under the Exchange Act and the rules and regulations
thereunder and all other applicable federal and state securities laws. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.21, the Issuer’s compliance or the compliance
of any of the Subsidiaries with such laws and regulations will not in and of
itself cause a breach of the Issuer’s obligations under this Section 4.21.


 


ARTICLE V


 


SUCCESSORS


 


SECTION
5.1                                                  Limitation on Merger, Sale or
Consolidation.


 


Neither Holding nor The Wornick Company will
consolidate with or merge with or into another Person or, directly or indirectly,
sell, lease, convey or transfer all or substantially all of their assets (such
amounts to be computed on a consolidated basis), whether in a single
transaction or a series of related transactions, to another Person or group of
affiliated Persons, unless:


 


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(1)                                  either (a) Holding or The Wornick
Company, as the case may be, is the surviving Person or (b) in the case of
Holding, the resulting, surviving or transferee Person is a corporation
organized under the laws of the United States, any state thereof or the
District of Columbia and expressly assumes by supplemental indenture all of
Holding’s Obligations in connection with the Notes and this Indenture;


 


(2)                                  no Default or Event of Default shall exist or
shall occur immediately after giving effect on a pro
forma basis to such transaction;


 


(3)                                  unless such transaction is (i) the
consolidation or merger of Holding or The Wornick Company, as the case may be,
and one of Holding’s previously existing Wholly Owned Subsidiaries or a sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of Holding or The Wornick Company, as the case
may be, to a Wholly Owned Subsidiary of Holding or The Wornick Company, as the
case may be, (ii) not for the purpose of evading this provision and not in
connection with any other transaction and (iii) otherwise complies with this
Indenture (including, without limitation, Section 4.13 (notwithstanding
clause (2) of Section 4.13(f))), immediately after giving effect to such
transaction on a pro  forma
basis, the Consolidated Net Worth of the resulting, surviving or transferee
Person is at least equal to the Consolidated Net Worth of Holding immediately
prior to such transaction; and


 


(4)                                  unless such transaction is (i) the
consolidation or merger of Holding or The Wornick Company, as the case may be,
and one of Holding’s previously existing Wholly Owned Subsidiaries or a sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of Holding or The Wornick Company, as the case
may be, to a Wholly Owned Subsidiary of Holding or The Wornick Company, as the
case may be, (ii) not for the purpose of evading this provision and not in
connection with any other transaction and (iii) otherwise complies with
this Indenture (including, without limitation, Section 4.13
(notwithstanding clause (2) of Section 4.13(f))), immediately after giving
effect to such transaction on a pro  forma basis, the resulting, surviving or transferee Person
would immediately thereafter be permitted to incur at least $1.00 of additional
Indebtedness pursuant to Section 4.7(a)(2)(A).


 


SECTION
5.2                                                  Successor Corporation Substituted.


 


In the event of any transaction (other than a lease
or transfer of less than all of Holding’s assets) in accordance with the
foregoing in which Holding is not the surviving Person, the resulting,
surviving or transferee Person shall succeed to and be substituted for, and may
exercise every right and power of, Holding under this Indenture with the same
effect as if such resulting, surviving or transferee Person had been named
therein as Holding.


 


For purposes of the foregoing, the transfer (by
lease, assignment, sale or otherwise) of all or substantially all of the properties
and assets of one or more of the Subsidiaries, an 


 


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Issuer’s interest in which
constitutes all or substantially all of such Issuer’s properties and assets,
shall be deemed to be the transfer of all or substantially all of such Issuer’s
properties and assets.


 


ARTICLE VI


 


DEFAULTS
AND REMEDIES


 


SECTION
6.1                                                  Events of Default.


 


“Event of Default,”
wherever used herein, means any of the following events:


 


(1)                                  the Issuers’ failure to pay any installment
of Interest (or Liquidated Damages, if any) on the Notes as and when the same
becomes due and payable and the continuance of any such failure for
30 days,


 


(2)                                  the Issuers’ failure to pay all or any part
of the principal of or premium, if any, on the Notes when and as the same
becomes due and payable at maturity, redemption, by acceleration or otherwise,
including, without limitation, payment of the Change of Control Purchase Price,
the Asset Sale Offer Price or the Excess Cash Flow Purchase Price, on Notes
validly tendered and not properly withdrawn pursuant to a Change of Control
Offer, Asset Sale Offer or Excess Cash Flow Offer, as applicable,


 


(3)                                  the Issuers’ failure or the failure by any of
their Subsidiaries to observe or perform any other covenant or agreement
contained in the Notes or this Indenture (excluding the covenant set forth in
the next to last sentence of Section 4.3) and, except for the provisions under
Sections 4.13, 4.14, 4.21 and 5.1, the continuance of such failure for a
period of 30 days after the earlier of the Issuers’ receipt of written
notice of such Default from the Trustee or from the Holders of at least 25% in
aggregate principal amount of the Notes outstanding, 


 


(4)                                  a default occurs in the Issuers’ Indebtedness
or the Indebtedness of any of their Subsidiaries with an aggregate amount
outstanding in excess of $5,000,000 (a) resulting from the failure to pay (i)
principal of such Indebtedness when due or (ii) interest on such Indebtedness
more than 30 days after the due date therefore, or (b) if as a result of such
default, the maturity of such Indebtedness has been accelerated prior to its
stated maturity.


 


(5)                                  final, non-appealable unsatisfied judgments
not covered by insurance aggregating in excess of $5,000,000, at any one time
rendered against the Issuers or any of their Subsidiaries and not stayed,
bonded or discharged within 60 days,


 


(6)                                  a court having jurisdiction in the premises
enters a decree or order for (A) relief in respect of the Issuers or any
Significant Subsidiary in an involuntary case under any applicable Bankruptcy
Law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Issuers
or 


 


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any Significant Subsidiary
or for all or substantially all of the property and assets of the Issuers or
any Significant Subsidiary or (C) the winding up or liquidation of the affairs
of the Issuers or any Significant Subsidiary and, in each case, such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days, 


 


(7)                                  the Issuers or any Significant Subsidiary (A)
commences a voluntary case under any applicable Bankruptcy Law now or hereafter
in effect, or consents to the entry of an order for relief in an involuntary
case under any such law, (B) consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuers or any Significant Subsidiary
or for all or substantially all of the property and assets of the Issuers or
any Significant Subsidiary or (C) effects any general assignment for the
benefit of creditors, or


 


If a Default occurs and is continuing, the Trustee
shall, within 30 days after the occurrence of such Default, give to the
Holders notice of such Default.


 


If an Event of Default occurs and is continuing
(other than an Event of Default specified in clause (6) or (7) above relating
to the Issuers or any of the Issuers’ Significant Subsidiaries), then in every
such case, unless the principal of all of the Notes shall have already become
due and payable, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, by notice in writing to Issuers
(and to the Trustee if given by Holders) (an “Acceleration
Notice”), may declare all principal thereof and all premium, if any,
and accrued and unpaid Interest (and Liquidated Damages, if any) thereon to be
due and payable immediately.  If an Event
of Default specified in clause (6) or (7) above, relating to the Issuers or any
of the Issuers’ Significant Subsidiaries occurs, all principal thereof and all
premium, if any, and accrued and unpaid Interest (and Liquidated Damages, if
any) thereon will be immediately due and payable on all outstanding Notes
without any declaration or other act on the part of the Trustee or the
Holders.  The Holders of a majority in
aggregate principal amount of Notes generally are authorized to rescind such
acceleration if all existing Events of Default (other than the non-payment of
the principal of and premium, if any, and Interest (and Liquidated Damages, if
any) on the Notes which have become due solely by such acceleration) have been
cured or waived.


 


In the event of an acceleration declaration of the
Notes because an Event of Default described in clause (4)(a)(ii) has occurred
and is continuing, the acceleration declaration shall be automatically annulled
if the payment default triggering such Event of Default pursuant to clause
(4)(a)(ii) shall be remedied or cured by The Wornick Company or any of its
Subsidiaries within 60 days after the acceleration declaration with respect
thereto and if (a) the annulment of the acceleration of the Notes would
not conflict with any judgment or decree of a court of competent jurisdiction
and (b) all existing Events of Default, except nonpayment of principal or interest
on the Notes that became due solely because of the acceleration of the Notes,
have been cured or waived.


 


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SECTION
6.2                                                  Acceleration.


 


(a)                                  If an Event of Default (other than an Event
of Default specified in clause (6) or (7) of Section 6.1 that occurs with
respect to the Issuers or any of their Significant Subsidiaries) occurs and is
continuing under this Indenture, then in every such case, unless the principal
of all of the Notes shall have already become due and payable, either the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes, then outstanding, by written notice to the Issuers (and to the Trustee
if such notice is given by the Holders), may, and the Trustee at the request of
such Holders shall, declare the principal of, premium, if any, and accrued and
unpaid Interest (and Liquidated Damages, if any) on the Notes to be due and
payable immediately.  Upon a declaration of
acceleration, such principal of, premium, if any, and accrued and unpaid
Interest (and Liquidated Damages, if any) shall be immediately due and
payable.  If an Event of Default specified
in clause (6) or (7) of Section 6.1, relating to the Issuers or any of
their Significant Subsidiaries occurs, all principal and accrued and unpaid
Interest (and Liquidated Damages, if any) thereon will be immediately due and
payable on all outstanding Notes without any declaration or other act on the
part of the Trustee or the Holders.


 


(b)                                 At any time after such a declaration of
acceleration being made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article VI, the Holders of not less than a majority in aggregate principal
amount of then outstanding Notes, by written notice to the Issuers and the
Trustee, may rescind, on behalf of all Holders, any such declaration of
acceleration and its consequences if all existing Events of Default, other than
the non-payment of the principal of, premium, if any, and Interest (and
Liquidated Damages, if any) on the Notes which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 6.4 hereof.


 


(c)                                  No such waiver shall cure or waive any
subsequent Default or impair any right consequent thereon.


 


SECTION
6.3                                                  Other Remedies.


 


If an Event of Default occurs and is continuing the
Trustee, may pursue any available remedy to collect the payment of principal,
premium, if any, and Interest (and Liquidated Damages, if any) on the Notes or
to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it
does not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


 


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SECTION
6.4                                                  Waiver of Defaults.


 


Subject to Section 6.7 hereof, and prior to the
declaration of acceleration of the maturity of the Notes,  the Holders of a majority in aggregate
principal amount of the outstanding Notes, by written notice to the Issuers and
to the Trustee, may, on behalf of all Holders, waive any existing or past
Default or Event of Default hereunder and its consequences under this Indenture,
except (i) a Default in the payment of principal of or premium, if any, or
Interest (or Liquidated Damages, if any) on any Note not yet cured as specified
in clauses (1) and (2) of Section 6.1 hereof, (ii) a Default
with respect to any covenant or provision hereof which, under Article IX,
cannot be modified or amended without the consent of the Holder of each outstanding
Note affected, which Default or Event of Default may be waived only with
consent of the Holder of each outstanding Note affected, or (iii) a
Default with respect to any covenant or provision hereof which, under Article
IX, cannot be modified or amended without the consent of a supermajority of the
outstanding Notes affected, which Default or Event of Default may be waived
only with consent of a supermajority of the outstanding Notes affected.


 


Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right arising therefrom.


 


SECTION
6.5                                                  Control by Majority.


 


Subject to all provisions of this Indenture and
applicable law, the Holders of a majority in aggregate principal amount of the
then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee. 
However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, that the Trustee determines in good faith may be
unduly prejudicial to the rights of other Holders not joining in the giving of
such direction or that may involve the Trustee in personal liability, and the
Trustee may take any other action it deems proper that is not inconsistent with
any such direction received from Holders. 



 


SECTION
6.6                                                  Limitation on Suits.


 


A Holder may pursue a remedy with respect to this
Indenture or the Notes only if:


 


(a)                                  the Holder gives to the Trustee written
notice of a continuing Event of Default;


 


(b)                                 the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes make a written request to the
Trustee to pursue the remedy;


 


(c)                                  such Holder or Holders offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any costs,
liability or expense;


 


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(d)                                 the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if requested,
the provision of indemnity; and


 


(e)                                  during such 60-day period the Holders of a
majority in principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request.


 


A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another
Holder.


 


SECTION
6.7                                                  Rights of Holders of Notes to
Receive Payment.


 


Notwithstanding any other provision of this
Indenture, except as permitted by Section 9.2 hereof, the right of any
Holder to receive payment of the principal of, premium and Interest (and Liquidated
Damages, if any) on a Note, on or after the respective due dates expressed in
the Note (including in connection with an offer to purchase) or to bring suit
for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.


 


SECTION
6.8                                                  Collection Suit by Trustee.


 


If an Event of Default specified in Section 6.1(1)
or (2) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Issuers
for the whole amount of principal of, premium and Interest (and Liquidated
Damages, if any) remaining unpaid on the Notes and Interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


SECTION
6.9                                                  Trustee May File Proofs of Claim.


 


The Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to
the Issuers (or any other obligor upon the Notes), their creditors or their
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.7 hereof.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same 


 


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shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise.  Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and may be
a member of the creditor’s committee.


 


SECTION
6.10                                            Priorities.


 


If the Trustee collects any money pursuant to this
Article, it shall pay out the money in the following order:


 


First:  to the Trustee, its agents and attorneys for
amounts due under Section 7.7 hereof, including payment of all compensation,
expense and liabilities incurred, and all advances made, by the Trustee and the
costs and expenses of collection (including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel);


 


Second:  to Holders for amounts due and unpaid on the
Notes for principal and Interest (and Liquidated Damages, if any), ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium and Interest (and Liquidated Damages,
if any), respectively;


 


Third:  without duplication, to the Holders for any
other Obligations owing to the Holders under the Notes or this Indenture; and


 


Fourth:  to the Issuers or to such party as a court of
competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment date
for any payment to Holders pursuant to this Section 6.10.


 


SECTION
6.11                                            Undertaking for Costs.


 


In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken or omitted by it as a Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant.  This Section 6.11 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.7 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.


 


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ARTICLE VII


 


TRUSTEE


 


SECTION
7.1                                                  Duties of Trustee.


 


(a)                                  If an Event of Default of which the Trustee
has knowledge has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.


 


(b)                                 Except during the continuance of an Event of
Default of which the Trustee has knowledge:


 


(i)                                     the duties of the Trustee shall be determined
solely by the express provisions of this Indenture and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no
others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(ii)                                  in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which are specifically
required by any provision hereof to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but the Trustee need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).


 


(c)                                  The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


 


(i)                                     this paragraph (c) does not limit the
effect of paragraph (b) of this Section 7.1;


 


(ii)                                  the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer of the Trustee, unless
it is proved that the Trustee was negligent in ascertaining the pertinent
facts;


 


(iii)                               the Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.5 hereof; and


 


(iv)                              no provision of this Indenture shall require
the Trustee to expend or risk its own funds or incur any liability.


 


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(d)                                 Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is
subject to Sections 7.1 and 7.2 hereof.


 


(e)                                  The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the
Issuers.  Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law.


 


SECTION
7.2                                                  Rights of Trustee.


 


(a)                                  In connection with the Trustee’s rights and
duties under this Indenture, the Trustee may conclusively rely upon any
document believed by it to be genuine and to have been signed or presented by
the proper Person.  The Trustee need not
investigate any fact or matter stated in the document.


 


(b)                                 Before the Trustee acts or refrains from
acting under this Indenture, it may require an Officers’ Certificate or an
Opinion of Counsel or both.  The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


(c)                                  The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder by or through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any
agent or attorney appointed with due care.


 


(d)                                 The Trustee shall not be liable for any
action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture.


 


(e)                                  Unless otherwise specifically provided in
this Indenture, any demand, request, direction or notice from the Issuers shall
be sufficient if signed by an Officer of each of the Issuers.


 


(f)                                    The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders unless such Holders shall have
offered to the Trustee reasonable security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.


 


(g)                                 Except with respect to Section 4.1
hereof, the Trustee shall have no duty to inquire as to the performance of the
Issuers’ covenants in Article IV hereof. 
In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring
pursuant to Sections 6.1(1) or 6.1(2) hereof or (ii) any Default or
Event of Default of which the Trustee shall have received written notification
in the manner set 


 


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forth in this Indenture or
an officer in the corporate trust administration of the Trustee shall have
obtained actual knowledge.  Delivery of
reports, information and documents to the Trustee under Section 4.3 is for
informational purposes only and the Trustee’s receipt of the foregoing shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuers’
compliance with any of their covenants thereunder (as to which the Trustee is
entitled to rely exclusively on an Officers’ Certificate).


 


(h)                                 The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee may, in its discretion, make such further inquiry or
investigation into such facts or matters as it may see fit.


 


(i)                                     The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder and each agent, custodian and other
Person employed to act hereunder.


 


(j)                                     The Trustee may request that the Issuers
deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.


 


SECTION
7.3                                                  Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Issuers or any Affiliate of the Issuers with the same rights it would have if
it were not Trustee.  However, in the
event that the Trustee acquires any conflicting interest (as defined in the
TIA) it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as trustee or resign.  Any Agent may do the same with like rights
and duties.  The Trustee is also subject
to Sections 7.10 and 7.11 hereof.


 


SECTION
7.4                                                  Trustee’s Disclaimer.


 


The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the
Notes, it shall not be accountable for the Issuers’ use of the proceeds from
the Notes or any money paid to the Issuers or upon the Issuers’ direction under
any provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of authentication.


 


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SECTION
7.5                                                  Notice of Defaults.


 


If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to Holders
a notice in the manner and to the extent provided by Section 313(c) of the
TIA of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, Liquidated Damages, if
any, or Interest on any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders.


 


SECTION
7.6                                                  Reports by Trustee to Holders of
the Notes.


 


Within 60 days after each May 15 beginning with the
May 15 following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders a brief report dated as of
such reporting date that complies with TIA § 313(a) (but if no event described
in TIA § 313(a) has occurred within the 12 months preceding the
reporting date, no report need be transmitted). 
The Trustee also shall comply with TIA § 313(b)(2).  The Trustee shall also transmit by mail all
reports as required by TIA § 313(c).


 


A copy of each report at the time of its mailing to
the Holders of Notes shall be mailed by the Trustee to the Issuers and filed by
the Trustee with the Commission and each stock exchange on which the Notes are
listed in accordance with TIA § 313(d). 
The Issuers shall promptly notify the Trustee when the Notes are listed
on any stock exchange.


 


SECTION
7.7                                                  Compensation and Indemnity.


 


The Issuers shall pay to the Trustee from time to
time such compensation as the parties shall agree in writing from time to time
for its acceptance of this Indenture and services hereunder.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Issuers shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


The Issuers, jointly and severally, shall indemnify
the Trustee against any and all losses, liabilities or expenses (including
reasonable attorneys’ fees) incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against the Issuers
(including this Section 7.7) and defending itself against any claim
(whether asserted by the Issuers or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder, except, in each case, to the extent any such loss,
liability or expense may be attributable to its negligence, bad faith or
willful misconduct.  The Trustee shall
notify the Issuers promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Issuers shall not relieve the Issuers of their obligations hereunder.  The Issuers shall defend 


 


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the claim and the Trustee
shall cooperate in the defense.  The
Trustee may have separate counsel and the Issuers shall pay the reasonable fees
and expenses of such counsel.  The
Issuers need not pay for any settlement made without their consent, which
consent shall not be unreasonably withheld.


 


The obligations of the Issuers under this
Section 7.7 shall survive the satisfaction and discharge of this Indenture.


 


To secure the Issuers’ payment obligations in this
Section 7.7, the Trustee shall have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. 
Such Lien shall survive the satisfaction and discharge of this
Indenture.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Sections 6.1(6) or 6.1(7) hereof
occurs, the expenses and the compensation for the services (including the fees
and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.


 


The Trustee shall comply with the provisions of TIA
§ 313(b)(2) to the extent applicable.


 


SECTION
7.8                                                  Replacement of Trustee.


 


A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.8.


 


The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Issuers.  The Holders of a majority in principal amount
of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Issuers in writing.  The
Issuers may remove the Trustee if:


 


(a)                                  the Trustee fails to comply with
Section 7.10 hereof;


 


(b)                                 the Trustee is adjudged a bankrupt or an insolvent
or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law;


 


(c)                                  a custodian or public officer takes charge of
the Trustee or its property; or


 


(d)                                 the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or if a vacancy
exists in the office of the Trustee for any reason, the Issuers shall promptly
appoint a successor Trustee.  Within one
year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding


 


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Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuers.


 


If a successor Trustee does not take office within
60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Issuers, or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction (not at the
expense of the Trustee) for the appointment of a successor Trustee.


 


If the Trustee, after written request by any Holder
who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuers.  Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders.  The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Issuers’ obligations under
Section 7.7 hereof shall continue for the benefit of the retiring Trustee.


 


SECTION
7.9                                                  Successor Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee.


 


SECTION
7.10                                            Eligibility; Disqualification.


 


There shall at all times be a Trustee hereunder that
is a corporation or trust company (or a member of a bank holding company)
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by Federal or
state authorities and that has (or the bank holding company of which it is a
member has) a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition.


 


This Indenture shall always have a Trustee who
satisfies the requirements of TIA §§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).


 


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SECTION
7.11                                            Preferential Collection of Claims
Against Issuers.


 


The Trustee is subject to TIA § 311(a),
excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein.


 


ARTICLE VIII


 


LEGAL DEFEASANCE AND COVENANT
DEFEASANCE


 


SECTION
8.1                                                  Option to Effect Legal Defeasance
or Covenant Defeasance.


 


The Issuers may, at the option of the Issuers’ Board
of Directors evidenced by a resolution set forth in an Officers’ Certificate,
elect to have either Section 8.2 or 8.3 hereof be applied to all
outstanding Notes upon compliance with the conditions set forth below in this Article
VIII.


 


SECTION
8.2                                                  Legal Defeasance.


 


Upon the Issuers’ exercise under Section 8.1
hereof of the option applicable to this Section 8.2, the Issuers shall,
subject to the satisfaction of the applicable conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from the Issuers’
obligations with respect to all outstanding Notes on the date the conditions
set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this
purpose, Legal Defeasance means that the Issuers shall be deemed to have paid
and discharged all amounts owed under the outstanding Notes, which shall
thereafter be deemed to be “outstanding” only for the purposes of
Section 8.5 hereof and the other Sections of this Indenture referred
to in clauses (a) and (b) of this Section 8.2 below, and to have
satisfied all the Issuers’ other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Issuers,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder:  (a) the
rights of Holders to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in Section 8.4, payments in respect of
the principal of, premium, if any, and Interest (and Liquidated Damages, if
any), on such Notes when such payments are due, (b) the Issuers’
obligations with respect to such Notes under Article II and Sections 4.1,
4.2, 4.6, 4.16 and 4.18, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Issuers’ obligations in connection therewith
and (d) this Article VIII.  Subject
to compliance with this Article VIII, the Issuers may exercise their option
under this Section 8.2 notwithstanding the prior exercise of its option
under Section 8.3 hereof.


 


SECTION
8.3                                                  Covenant Defeasance.


 


Upon the Issuers’ exercise under Section 8.1
hereof of the option applicable to this Section 8.3, subject to the
satisfaction of the applicable conditions set forth in Section 8.4 hereof,
the Issuers shall be released from their obligations under Sections 4.3,
4.4, 4.5, 4.7, 4.8,


 


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4.9, 4.10, 4.11, 4.12, 4.13,
4.14, 4.17, 4.19 and 4.20 and Article V hereof on and after the date the
conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes).  For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Issuers may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby.  In addition, upon
the Issuers’ exercise under Section 8.1 hereof of the option applicable to
this Section 8.3, subject to the satisfaction of the applicable conditions
set forth in Section 8.4 hereof, (x) Section 6.1(3) hereof shall not
constitute Events of Default to the extent such events occur thereafter and (y)
Sections 6.1(6) and 6.1(7) hereof shall not constitute an Event of Default
to the extent they occur after the 91st day following the occurrence of the
Issuers’ exercise of Covenant Defeasance; provided, however, that for all other purposes as set forth herein,
such Covenant Defeasance provisions shall be effective.


 


SECTION
8.4                                                  Conditions to Legal or Covenant
Defeasance.


 


The following shall be the conditions to the
application of either Section 8.2 or 8.3 hereof to the outstanding Notes:


 


(a)                                  in the case of an election under Section 8.2
or 8.3 hereof, the Issuers must irrevocably deposit with the Trustee, in trust,
for the benefit of Holders of the Notes, U.S. legal tender, U.S. Government
Obligations or a combination thereof, in amounts that will be sufficient, in
the written opinion of a nationally recognized firm of independent public accountants,
to pay the principal of and premium, if any, and Interest and Liquidated
Damages, if any, on the Notes on the stated date for payment or any redemption
date thereof (and the Issuers must specify whether the Notes are being defeased
to Stated Maturity or a particular redemption date), and the Trustee must have,
for the benefit of Holders of the Notes, a valid, perfected, exclusive security
interest in the trust;


 


(b)                                 in the case of an election under
Section 8.2 hereof, the Issuers must deliver to the Trustee an Opinion of
Counsel reasonably satisfactory to the Trustee confirming that:


 


(1)                                  the Issuers have received from, or there has
been published by the Internal Revenue Service, a ruling, or


 


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(2)                                  since the date of this Indenture, there has
been a change in the applicable Federal income tax law,


 


in either case to the effect
that Holders of Notes will not recognize income, gain or loss for Federal
income tax purposes as a result of such Legal Defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 


(c)                                  in the case of an election under
Section 8.3 hereof, the Issuers must deliver to the Trustee an Opinion of
Counsel reasonably satisfactory to the Trustee confirming that Holders of Notes
will not recognize income, gain or loss for Federal income tax purposes as a result
of such Covenant Defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;


 


(d)                                 in the case of an election under Section 8.2
or 8.3 hereof, no Default or Event of Default shall have occurred and be
continuing on the date of the deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit);


 


(e)                                  in the case of an election under
Section 8.2 hereof, no Event of Default relating to bankruptcy or
insolvency may occur at any time from the date of the deposit to the 91st
calendar day thereafter (it being understood that the condition shall not be
deemed satisfied until the expiration of such period);


 


(f)                                    in the case of an election under
Section 8.2 or 8.3 hereof, the Legal Defeasance or Covenant Defeasance, as
applicable, shall not result in a breach or violation of, or constitute a default
under, any other material agreement or instrument (other than this Indenture)
to which either Issuer or any of their Subsidiaries is a party or by which
either Issuer or any of their Subsidiaries is bound;


 


(g)                                 in the case of an election under
Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Issuers with
the intent to hinder, delay or defraud any other of the Issuers’ creditors; and


 


(h)                                 in the case of an election under
Section 8.2 or 8.3 hereof, the Issuers must deliver to the Trustee an Officers’
Certificate confirming the satisfaction of conditions in clauses (a)
through (g) above, and an Opinion of Counsel confirming the satisfaction of the
conditions in clauses (a) (with respect to the validity and perfection of
the security interest), (b), (c), (e) and (f) above.


 


Legal Defeasance and Covenant Defeasance shall be
deemed to occur on the date all of the applicable conditions set forth in this
Section 8.4 are satisfied.


 


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SECTION
8.5                                                  Deposited Money and Government
Securities to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.6 hereof, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5,
the “Trustee”) pursuant to Section 8.4
hereof in respect of the outstanding Notes shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Notes and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Issuers or one of their subsidiaries acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and Interest (and Liquidated
Damages, if any), but such money need not be segregated from other funds except
to the extent required by law.


 


The Issuers, jointly and severally, shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or U.S. Government Obligations deposited pursuant to
Section 8.4 hereof or the principal and interest received in respect
thereof, other than any such tax, fee or other charge which by law is for the
account of the Holders.


 


Anything in this Article VIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuers from time to
time upon the request of the Issuers any money or U.S. Government Obligations
held by it as provided in Section 8.4 hereof which, in the opinion of a
firm of independent public accountants nationally recognized in the United
States expressed in a written certification thereof delivered to the Trustee
(not at the Trustee’s expense) (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.


 


SECTION
8.6                                                  Repayment to Issuers.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Issuers, in trust for the payment of the principal
of, premium, if any, Liquidated Damages, if any, or Interest on any Note and
remaining unclaimed for two years after such principal, and premium, if any, Liquidated
Damages, if any, or Interest has become due and payable shall be paid to the
Issuers on their written request or (if then held by the Issuers) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
creditor, look only to the Issuers for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Issuers as trustee thereof, shall thereupon cease; provided that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuers cause to
be published once, in The New York Times
and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Issuers.


 


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SECTION
8.7                                                  Reinstatement.


 


If the Trustee or Paying Agent is unable to apply
any United States legal tender or U.S. Government Obligations in accordance
with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order
directing the repayment of the deposited money to the Issuers or otherwise
making the deposit unavailable to make payments under the Notes when due, or if
any court enters an order avoiding the deposit of money with the Trustee or
Paying Agent or otherwise requires the payment of the money so deposited to the
Issuers or to a fund for the benefit of the Issuers’ creditors, then (so long
as the insufficiency exists or the order remains in effect) the Issuers’
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.3 or 8.4 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.3 or 8.4 hereof, as the case may be; provided, however, that,
if the Issuers make any payment of principal of or premium, if any, or Interest
(or Liquidated Damages, if any) on any Note following the reinstatement of the
Issuers’ obligations, the Issuers shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


 


SECTION
8.8                                                  Satisfaction and Discharge.


 


The Issuers may terminate their obligations under
this Indenture and the Notes (except as described below) when:


 


(a)                                  all the Notes previously authenticated and
delivered (except lost, stolen or destroyed Notes which have been replaced and
Notes for whose payment money has theretofore been deposited with the Trustee
or the paying agent in trust or segregated and held in trust by the Issuers and
thereafter repaid to the Issuers) have been delivered to the Trustee for cancellation,
or


 


(b)                                 (1) 
all Notes have been called for redemption pursuant to Section 3.7
by mailing to Holders a notice of redemption or all Notes otherwise have become
due and payable,


 


(2)                                  the Issuers have irrevocably deposited or
caused to be irrevocably deposited with the Trustee U.S. legal tender, U.S.
Government Obligations or a combination thereof in an amount sufficient to pay
and discharge the entire Indebtedness on the Notes not theretofore delivered to
the Trustee for cancellation, for principal of and Interest and Liquidated
Damages, if any, on the Notes to the date of such redemption, together with
irrevocable instructions from the Issuers directing the Trustee to apply such
funds to the payment thereof at such redemption,


 


(3)                                  each of the Issuers has paid all other sums
payable by it under this Indenture and the Notes,


 


92





















 


(4)                                  no Default or Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such deposit),


 


(5)                                  such deposit shall not result in a breach or
violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which any Issuer or any of their
Subsidiaries is a party or by which any Issuer or any of their Subsidiaries is
bound, and


 


(6)                                  the Issuers shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel confirming the
satisfaction of all conditions set forth in clauses (1) through (5) above.


 


ARTICLE IX


 


AMENDMENT, SUPPLEMENT
AND WAIVER


 


SECTION
9.1                                                  With Consent of Holders of a
Majority.


 


Except as expressly stated otherwise in
Section 9.2 or 9.3, and subject to Sections 6.4 and 6.7 hereof, the
Issuers and the Trustee may amend, supplement or otherwise modify this
Indenture and the Notes with the consent of the holders of a majority in
aggregate principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes), and, subject to Sections 6.4 and 6.7
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of or premium, if any, or Interest
(or Liquidated Damages, if any) on the Notes, except a payment default
resulting from an acceleration that has been rescinded) or compliance with any
provision of this Indenture and the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, the Notes).


 


It is understood that, except as expressly stated
otherwise in Section 9.2 or 9.3, Sections 4.13, 4.14 and 4.21 hereof
may be amended, waived or modified in accordance with this Section 9.1.


 


SECTION
9.2                                                  With Consent of All Affected
Holders of Notes or a Supermajority.


 


Without the consent of the Holder of each
outstanding Note affected, an amendment, supplement, modification or waiver may
not (with respect to Notes held by a non-consenting Holder):


 


(1)                                  reduce the principal amount of Notes the Holders
of which must consent to an amendment, supplement, modification or waiver,


 


93





















 


(2)                                  change the Stated Maturity on any Note,


 


(3)                                  reduce the principal of or any premium
(including redemption premium but not including any redemption premium relating
to Sections 4.13, 4.14 and 4.21) on any Note,


 


(4)                                  reduce the rate of or change the time for
payment of Interest (or Liquidated Damages, if any), including default interest,
on any Note,


 


(5)                                  waive a Default or Event of Default in the
payment of principal of or premium, if any, or Interest (or Liquidated Damages,
if any) on any Note (except a rescission of acceleration of the Notes by the
Holders of a majority in aggregate principal amount of the Notes and a waiver
of the payment default that resulted from such acceleration),


 


(6)                                  waive any redemption payment with respect to
any Note (other than provisions relating to or payments required by
Sections 4.13, 4.14 and 4.21,


 


(7)                                  after the corresponding Asset Sale or Change
of Control has occurred, reduce the Change of Control Purchase Price or the
Asset Sale Offer Price or alter any other provisions with respect to the
redemption of the Notes required by Sections 4.13, 4.14 and 4.21,


 


(8)                                  change the coin or currency in which, the
principal of or premium, if any, or Interest (or Liquidated Damages, if any) on
any Note is payable,


 


(9)                                  impair the right to institute suit for the
enforcement of payment of the principal of or premium, if any, or Interest (or
Liquidated Damages, if any) on any Note on or after the Stated Maturity (or on
or after the Redemption Date),


 


(10)                            make any change in the provisions of this
Indenture relating to waivers of past Defaults with respect to, or the rights
of Holders to receive, scheduled payments of principal of or premium, if any,
or Interest (or Liquidated Damages, if any) on the Notes,


 


(11)                            modify or change any provision of this
Indenture affecting the contractual ranking of the Notes in a manner adverse to
the Holders of the Notes, or


 


(12)                            make any changes in the foregoing amendment,
supplement and waiver provisions.


 


SECTION
9.3                                                  Without Consent of Holders of
Notes.


 


Notwithstanding Section 9.1 or 9.2, without the
consent of the Holders, the Issuers and the Trustee may amend, modify or
supplement this Indenture and the Notes:


 


94





















 


(1)                                  to cure any ambiguity, defect or
inconsistency,


 


(2)                                  to provide for uncertificated Notes in
addition to or in place of certificated Notes,


 


(3)                                  to provide for the assumption of any of the
Issuers’ obligations to Holders in the case of a merger or consolidation or a
sale of all or substantially all of the Issuers’ assets in accordance with this
Indenture,


 


(4)                                  to comply with requirements of the Commission
in order to effect or maintain the qualification of this Indenture under the
Trust Indenture Act,


 


(5)                                  to comply with the provisions of DTC or the
Trustee with respect to the provisions of this Indenture and the Notes relating
to transfers and exchanges of Notes or beneficial interests therein,


 


(6)                                  to make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect
the rights of any Holder of Notes under this Indenture, the Notes or the
Registration Rights Agreement, or


 


(7)                                  to provide for the issuance of Additional
Notes in accordance with the limitations set forth in this Indenture as of the
date thereof, including Section 4.7.


 


SECTION
9.4                                                  Consent Payment; Supplemental
Indentures.


 


In connection with any amendment, supplement,
modification or waiver under this Article IX, the Issuers may, but shall not be
obligated to, offer to any Holder who consents to such amendment, supplement or
waiver, or to all Holders, consideration for such Holder’s consent to such
amendment, supplement, modification or waiver.


 


It shall not be necessary for the consent of the
Holders under Section 9.1 or 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the substance
thereof.


 


The Issuers may not sign an amendment or
supplemental indenture until their Boards of Directors approve it.


 


After an amendment, supplement, modification or
waiver under Section 9.1 or 9.2 becomes effective, the Issuers shall mail
to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver.  Any failure of the
Issuers to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver.


 


95





















 


SECTION
9.5                                                  Revocation and Effect of Consents.


 


Until an amendment, supplement or waiver becomes
effective (as determined by the Issuers and which may be prior to any such
amendment, supplement or waiver becoming operative), a consent to it by a
Holder is a continuing consent by the Holder and every subsequent Holder of a
Note or a portion of a Note that evidences the same Indebtedness as the
consenting Holder’s Note, even if notation of the consent is not made on any
Note.  However, any such Holder or
subsequent Holder may revoke the consent as to its Note if the Trustee receives
written notice of revocation before the date the waiver, supplement or
amendment becomes effective (as determined by the Issuers and which may be
prior to any such amendment, supplement or waiver becoming operative).


 


The Issuers may, but shall not be obligated to, fix
a record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver, which record date shall be the date so
fixed by the Issuers notwithstanding the provisions of the TIA.  If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date, and only those Persons (or their
duly designated proxies), shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date.


 


After an amendment, supplement or waiver becomes
effective, it shall bind every Holder unless it makes a change described in any
of paragraphs (1) through (12) of Section 9.2 hereof, in which case, the
amendment, supplement or waiver shall bind only each Holder who has consented
to it and every subsequent Holder of a Note or a portion of a Note that
evidences the same Indebtedness as the consenting Holder’s Note; provided that any such waiver shall not impair or affect the
right of any Holder to receive payment of principal and premium of and Interest
(and Liquidated Damages, if any) on a Note, on or after the respective dates
set for such amounts to become due and payable expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates.


 


SECTION
9.6                                                  Notation on or Exchange of Notes.


 


The Trustee may place an appropriate notation about
an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuers in exchange for all Notes may
issue and the Trustee shall authenticate new Notes that reflect the amendment,
supplement or waiver.


 


Failure to make the appropriate notation or issue a
new Note shall not affect the validity and effect of such amendment, supplement
or waiver.


 


SECTION
9.7                                                  Trustee to Sign Amendments, etc.


 


Upon the request of the Issuers accompanied by a
resolution of their Boards of Directors authorizing the execution of any such
amended or supplemental indenture, 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 


 


96





















 


Trustee shall join with the
Issuers in the execution of such amended or supplemental indenture unless such
amended 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
amended 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 Officers’ Certificate and an Opinion of Counsel stating that the execution
of such amendment or supplemental indenture is authorized or permitted by this
Indenture.


 


SECTION
9.8                                                  Compliance with Trust Indenture
Act.


 


Every amendment or supplement to this Indenture or
the Notes shall be set forth in an amended or supplemental Indenture that
complies with the TIA as then in effect.


 


ARTICLE X


 


MISCELLANEOUS


 


SECTION
10.1                                            Trust Indenture Act Controls.


 


If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by the TIA § 318(c), the imposed duties
shall control.


 


SECTION
10.2                                            Notices.


 


Any notice or communication by the Issuers or the
Trustee to the other is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others’ address:


 


If to the Issuers:


 


The Wornick Company

3900 North 10th Street

Suite 900

McAllen, Texas 78501

Attention:  Chief Executive Officer

Telecopier No.:  (956) 882-7816


 


97





















 


with copies (which shall not constitute notice) to:


 


Veritas Capital Management II, L.L.C.

660 Madison Avenue

New York, New York 10022

Attention:  Robert B. McKeon

Telecopier No.:  (212) 688-9411


 


Schulte, Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention:  Benjamin M. Polk, Esq.
                  Michael Littenberg,
Esq.

Telecopier No.:  (212) 593-5955


 


If to the Trustee:


 


U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107-2292

Attention:  Corporate Trust Department

Telecopier No.:  (651) 495-8097


 


The Issuers or the Trustee, by notice to the other,
may designate additional or different addresses for subsequent notices or
communications.


 


All notices and communications (other than those
sent to Holders) shall be deemed to have been duly given:  (i) at the time delivered by hand, if
personally delivered; (ii) five Business Days after being deposited in the
mail, postage prepaid; (iii) when receipt acknowledged, if telecopied; and
(iv) the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery.


 


Any notice or communication to a Holder shall be
mailed by first class mail, certified or registered, return receipt requested,
or by overnight air courier guaranteeing next day delivery to its address shown
on the register kept by the Registrar. 
Any notice or communication shall also be so mailed to any Person
described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.


 


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.


 


If the Issuers mail a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


98





















 


SECTION
10.3                                            Communication by Holders of Notes
with Other Holders of Notes.


 


Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this
Indenture or the Notes.  The Issuers, the
Trustee, the Registrar and anyone else shall have the protection of TIA
§ 312(c).


 


SECTION
10.4                                            Certificate and Opinion as to
Conditions Precedent.


 


Upon any request or application by the Issuers to
the Trustee to take any action under this Indenture, the Issuers shall furnish
to the Trustee:


 


(a)                                  an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 10.5 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


 


(b)                                 an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.5 hereof) stating that, in the opinion of such
counsel, all such conditions precedent and covenants have been satisfied.


 


SECTION
10.5                                            Statements Required in
Certificate or Opinion.


 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) shall include:


 


(a)                                  a statement that the Person making such
certificate or opinion has read such covenant or condition;


 


(b)                                 a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(c)                                  a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such
covenant or condition has been satisfied; and


 


(d)                                 a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been satisfied;


 


provided, however, that
with respect to matters of fact, an Opinion of Counsel may rely on an Officers’
Certificate or certificate of public officials.


 


99





















 


SECTION
10.6                                            Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for action by
or at a meeting of Holders.  The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.


 


SECTION
10.7                                            No Personal Liability of Members,
Stockholders, Employees, Officers and Directors.


 


No direct or indirect member stockholder, employee,
officer or director, as such, past, present or future of the Issuers or any
successor entity shall have any personal liability in respect of the Issuers’ obligations
under this Indenture or the Notes solely by reason of his, her or its status as
such stockholder, member, employee, officer or director.


 


SECTION
10.8                                            Governing Law.


 


THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).


 


SECTION
10.9                                            No Adverse Interpretation of
Other Agreements.


 


This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Issuers or the Subsidiaries or
of any other Person.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


SECTION
10.10                                      Successors.


 


All agreements of the Issuers in this Indenture and
the Notes shall bind their successors. 
All agreements of the Trustee in this Indenture shall bind the its
successors.


 


SECTION
10.11                                      Severability.


 


In case any one or more of the provisions of this
Indenture or in the Notes shall be held invalid, illegal or unenforceable, in
any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not
in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.


 


100





















 


SECTION
10.12                                      Counterpart Originals.


 


The parties may sign any number of copies of this
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


SECTION
10.13                                      Table of Contents, Headings, etc.


 


The Table of Contents and headings of the Articles
and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.


 


[Signatures on following page]


 


101





















 


SIGNATURES


 


IN WITNESS
WHEREOF, the parties hereto have executed this Indenture as of the date first
written above.


 


	
   

  	
  TWC HOLDING LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. McKeon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert B. McKeon

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TWC HOLDING CORP.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Campbell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas J. Campbell

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
					



 


S-1





















 


	
   

  	
  THE TRUSTEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lori-Anne Rosenberg

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


S-2





















 


EXHIBIT
A



[FORM OF NOTE]



TWC HOLDING LLC


 


TWC HOLDING CORP.



13.875% [SERIES A] [SERIES B](1) SENIOR PIK NOTE

DUE 2011


 


CUSIP:                    


ISIN:                       


 


FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, AND THE RULES AND REGULA-TIONS THEREUNDER, THIS NOTE IS BEING
ISSUED WITH ORIGINAL ISSUE DISCOUNT; UPON REQUEST, THE ISSUERS SHALL PROMPTLY
MAKE AVAILABLE TO A HOLDER OF THIS NOTE INFORMATION REGARDING THE ISSUE PRICE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO
MATURITY OF THIS NOTE.  HOLDERS SHOULD CONTACT
THE ISSUERS C/O THE WORNICK COMPANY, 10825 KENWOOD ROAD, CINCINNATI, OHIO
45242, ATTENTION: SECRETARY.


 


No.



 


$                       


 


TWC Holding LLC, a Delaware limited liability
company and TWC Holding Corp., a Delaware corporation (together, the “Issuers,”
which term includes any successors under the Indenture (as defined below)), for
value received, hereby jointly and severally promise to pay to Cede & Co.,
or its registered assigns, the principal sum of Twenty-Six Million Dollars, on
August 15, 2011.


 


Interest Payment Dates:  February 15 and August 15
commencing August 15, 2005.


 


Record Dates:  February 1 and August 1.


 










(1)                                  Series
A should be replaced with Series B in the Exchange Notes.


 


A-1





















 


Reference is made to the further provisions of this
Note on the reverse side, which shall, for all purposes, have the same effect
as if set forth at this place.


 


A-2





















 


IN WITNESS WHEREOF, the Issuers have caused this
instrument to be duly executed.


 


	
   

  	
  TWC HOLDING LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TWC HOLDING CORP.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes described in the within-mentioned Indenture.


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
						



 


A-4





















 


(Reverse of Note)


 


13.875% [Series A] [Series B](2) Senior PIK Note due 2011


 


[THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF
THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE ISSUERS.](3)


 


[UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY, TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.](4)


 










(2)                                  Series A
should be replaced with Series B in the Exchange Notes.


 


(3)                                  To be
included only on Global Notes deposited with DTC as Depositary.


 


(4)                                  To
be included only on Global Notes deposited with DTC as Depositary.


 


A-5





















 


[THE RIGHTS ATTACHING TO
THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING
ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).](5)


 


[THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS.  NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.  THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (Y) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (Z)
IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH
(a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2)
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE
WHICH IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER
RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF RESTRICTED
SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF
THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
(THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE ISSUERS, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY
FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,”
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE


 










(5)                                  To
be included only on Reg S Temporary Global Notes.


 


A-6





















 


SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER
IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.](6)


 


Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


1.                                       Interest.  TWC
Holding LLC, a Delaware limited liability company and TWC Holding Corp., a
Delaware corporation (together, the “Issuers,”
which term includes any successors under the Indenture), jointly and severally
promise to pay interest on the principal amount of this Note at 13.875% per annum (“Interest Rate”)
from the Issue Date until maturity and shall pay the Liquidated Damages, if
any, payable pursuant to Section 4 of the Registration Rights Agreement
referred to below.  The Issuer will pay Interest
and Liquidated Damages, if any, semi-annually on February 15 and August 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest
Payment Date”).  The first Interest
Payment Date shall be August 15, 2005.  Interest
on the Notes shall accrue from the most recent date to which Interest has been
paid or, if no Interest has been paid, from the Issue Date; provided that if there is no existing
Default in the payment of Interest, and if this Note is authenticated between
an Interest Record Date (defined below) referred to on the face hereof and the
next succeeding Interest Payment Date, Interest shall accrue from such next
succeeding Interest Payment Date.  During
the continuation of an Event of Default, the Issuers shall pay Interest
(including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy
Law) on (a) principal and premium, if any, on the Notes, in each case, whether
or not overdue, from time to time on demand at the Interest Rate plus 2% per annum (“Default Rate”)
and (b) on overdue installments of Interest (and Liquidated Damages, if any) on
the Notes without regard to any applicable grace periods from time to time on
demand at the Default Rate.  Interest
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.  Through and including the
interest payment date of February 15, 2011, accrued Interest on all Notes then
outstanding will be payable, at the Issuers’ option, in cash or in the form of
Additional Notes (when issued in payment of interest or Liquidated Damages)
issued under Section 2.14 of the Indenture. 
The Additional Notes issued as payment of Interest or Liquidated Damages
will be identical to the originally issued


 










(6)                                  To
be included only on Transfer Restricted Notes.


 


A-7





















 


Notes, except that interest will begin to accrue
from the date they are issued rather than the Issue Date.  In the event that any Additional Note is
issued with respect to this Note by an increase in the principal amount of this
Note, then from and after the date of issuance of such Additional Note, such
Additional Note shall be deemed to be, and shall be, part of this Note and all
references herein to “this Note” or “the Notes” shall include such Additional
Note.


 


The Notes will be issued in denominations of $1,000
and integral multiples of $1,000; provided, however, that Additional Notes issued as payment of Interest
or Liquidated Damages will be issued in denominations of $1.00 and integral
multiples of $1.00.  The aggregate
principal amount of the Notes issued under the Indenture shall not exceed (a)
$26,000,000 plus (b) the Additional Notes from time to time issued in payment
of Interest and Liquidated Damages under Section 2.14 of the Indenture.


 


2.                                       Method of Payment.  The
Issuers shall pay Interest on the Notes and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on the
February 1 and August 1 next preceding the Interest Payment Date (each an “Interest Record Date”), even if such Notes are cancelled
after such Interest Record Date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to
Defaulted Interest.  The Notes will be payable
as to principal, Interest, premium, if any, and Liquidated Damages, if any
(other than Interest and Liquidated Damages paid by the issuance of Additional
Notes under Section 2.14 of the Indenture), at the office or agency of the
Issuers maintained within the City and State of New York for such purpose, or,
at the option of the Issuers, payment of Interest and Liquidated Damages, if
any (other than Interest and Liquidated Damages paid by the issuance of
Additional Notes under Section 2.14 of the Indenture), may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds to an
account within the United States shall be required with respect to principal of
and Interest, premium, if any, and Liquidated Damages, if any, on all Global
Notes (other than Interest and Liquidated Damages paid by the issuance of Additional
Notes under Section 2.14 of the Indenture). 
Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private
debts.


 


3.                                       Paying Agent and Registrar. 
Initially, U.S. Bank National Association, the Trustee under the
Indenture, shall act as Paying Agent and Registrar.  The Issuers may change any Paying Agent or
Registrar without notice to any Holder. 
The Issuers or any of their subsidiaries may act in any such capacity.


 


4.                                       Indenture.  The
Issuers issued the Notes under an Indenture, dated as of the Issue Date (as it
may be amended or supplemented from time to time, the “Indenture”),
by and among the Issuers and the Trustee. 
The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§ 77aaa-77bbbb). 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.


 


A-8





















 


5.                                       Optional Redemption.


 


(a)                                  At any time prior to August 15, 2008, the
Issuers may redeem the Notes for cash at the Issuers’ option, in whole or in
part, upon not less than 30 days’ nor more than 60 days’ notice to each Holder
of Notes at a redemption price equal to 100% of the principal amount of the
Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
Interest (and Liquidated Damages, if any) to, the applicable Redemption
Date.  


 


(b)                                 At any time on or after August 15, 2008, the
Notes will be redeemable for cash at the option of the Issuers, in whole or in
part, upon not less than 30 days’ nor more than 60 days’ notice to each Holder
of the Notes at the following redemption prices (expressed as percentages of
the principal amount) if redeemed during the 12-month period commencing August
15 of the years indicated below, in each case together with accrued and unpaid
Interest (and Liquidated Damages, if any) to the date of redemption of the
Notes (the “Redemption Date”):


 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  106.938

  	
  %

  
	
  2009

  	
   

  	
  103.469

  	
  %

  
	
  2010 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


(c)                                  In addition, at any time on or prior to
August 15, 2007, upon a Qualified Equity Offering, up to 35% of the aggregate
principal amount of the Notes originally issued pursuant to the Indenture may
be redeemed at the Issuers’ option within 90 days of such Qualified Equity
Offering, with cash received by the Issuers from the Net Cash Proceeds of such
Qualified Equity Offering, at a redemption price equal to 113.875 % of
principal amount thereof, together with accrued and unpaid Interest (and
Liquidated Damages, if any) to the Redemption Date; provided,
however, that immediately following such
redemption not less than 65% of the aggregate principal amount of the Notes
originally issued pursuant to the Indenture on the Issue Date remains outstanding.


 


(d)                                 Notice of redemption, including at least the
information set forth in Section 3.3 of the Indenture shall be mailed by first
class mail at least 30 days but not more than 60 days before the Redemption
Date to each Holder whose Notes are to be redeemed at its registered
address.  Notes in denominations larger
than $1,000 may be redeemed in part but only in integral multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed.  Notes in denominations of $1,000 or less may
not be redeemed in part.  On and after
the Redemption Date, Interest ceases to accrue on Notes or portions thereof
called for redemption unless the Issuers default in such payments due on such
Redemption Date.


 


6.                                       Mandatory Redemption.  The
Issuers shall not be required to make mandatory redemption payments with
respect to the Notes.  The Notes shall
not have the benefit of any sinking fund.


 


A-9





















 


7.                                       Offers to Purchase.


 


(a)                                  Change of Control.  In
the event that a Change of Control has occurred, each Holder of Notes shall
have the right, at such Holder’s option, pursuant to an offer (subject only to
conditions required by applicable law, if any) by the Issuers (the “Change of Control Offer”), to require the Issuers to
repurchase all or any part of such Holder’s Notes (provided
that with respect to a partial repurchase the principal amount of such Notes
must be $1,000 or an integral multiple thereof) on a date (the “Change of Control Purchase Date”) that is no later than
60 days after the occurrence of such Change of Control, at a cash price
equal to 101% of the principal amount thereof (the “Change of
Control Purchase Price”), together with accrued and unpaid Interest
(and Liquidated Damages, if any) to the Change of Control Purchase Date.  The Change of Control Offer shall be made
within 30 days following a Change of Control and shall remain open for at
least 30 days following its commencement (the “Change of
Control Offer Period”). On the Change of Control Purchase Date, to
the extent lawful, the Issuers promptly shall purchase all Notes properly
tendered in response to the Change of Control Offer.


 


On or before the Change of Control Purchase Date,
the Issuers shall:  (i) accept for
payment Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent cash in an amount
sufficient to pay the Change of Control Purchase Price, together with accrued
and unpaid Interest (and Liquidated Damages, if any) to the Change of Control
Purchase Date of all Notes so tendered, and (iii) deliver to the Trustee
the Notes so accepted together with an Officers’ Certificate listing the Notes
or portions thereof being purchased by the Issuers.  The Paying Agent promptly shall pay each
Holder of Notes so accepted an amount equal to the Change of Control Purchase
Price, together with accrued and unpaid Interest (and Liquidated Damages, if
any) to the Change of Control Purchase Date, and the Trustee promptly shall
authenticate and deliver to such Holder a new Note equal in principal amount to
any unpurchased portion of the Note surrendered.  Any Notes not so accepted shall be delivered
promptly by the Issuers to the Holder thereof. 
The Issuers shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Purchase
Date.  If the Change of Control is on or
after an Interest Record Date and on or before the associated Interest Payment
Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on
such Interest Payment Date shall be paid to the Person in whose name a Note is
registered at the close of business on such Interest Record Date. 


 


(b)                                 Asset Sale. 
Subject to certain exceptions set forth in the Indenture, the Issuers
shall not and shall not permit any of their Subsidiaries to, in one or a series
of related transactions, make any Asset Sale unless, with respect to any Asset
Sale or related series of Asset Sales involving securities, property or assets
(i) at least 75% of the total consideration for such Asset Sale or series
of related Asset Sales consists of cash or Cash Equivalents, and (ii) with
respect to any Asset Sale or related series of Asset Sales involving a conveyance,
sale, transfer, assignment or other disposition of securities, property or
assets with an aggregate fair market value in excess of $2,000,000, management
determines in reasonable good faith that the Issuers shall receive or such
Subsidiary shall receive, as applicable, fair market value for such Asset Sale,
and (iii) with respect to any Asset Sale or related series of Asset Sales
involving a conveyance,


 


A-10





















 


sale, transfer, assignment or other disposition of
securities, property or assets with an aggregate fair market value in excess of
$5,000,000, the Issuers’ Boards of Directors determine in reasonable good faith
that the Issuers will receive or such Subsidiary shall receive, as applicable,
fair market value for such Asset Sale. 
For purposes of clause (i) of the preceding sentence the following shall
be deemed to constitute cash or Cash Equivalents:  (a) the amount of any Indebtedness or
other liabilities of the Issuers or such Subsidiary (other than Indebtedness or
liabilities that are by their terms subordinated to the Notes) that are assumed
by the transferee of any such assets so long as the documents governing such
liabilities provide that there is no further recourse to the Issuers or any of
their Subsidiaries with respect to such liabilities and (b) fair market
value of any marketable securities, currencies, notes or other obligations
received by either Issuer or any such Subsidiary in exchange for any such
assets that are converted into cash or Cash Equivalents within 90 days after
the consummation of such Asset Sale, provided that
such cash and Cash Equivalents shall be treated as Net Cash Proceeds
attributable to the original Asset Sale for which such property was received.


 


Within 390 days following such Asset Sale, the Net
Cash Proceeds therefrom (the “Asset Sale Amount”)
shall be:  (a) (i) used to retire
Purchase Money Indebtedness secured by the asset which was the subject of the
Asset Sale, or (ii) used to retire and permanently reduce Indebtedness
incurred under any Credit Agreement or the Wornick Notes; provided,
that in the case of a revolver or similar arrangement that makes credit
available, such commitment is permanently reduced by such amount; or
(b) invested in assets or property (other than notes, bonds, obligations
and securities, except in connection with the acquisition of a Person in a
Related Business which immediately following such acquisition becomes a
Subsidiary of Holding) which in the reasonable good faith judgment of the
Issuers’ Board of Directors will immediately constitute or be a part of a
Related Business of Holding or such Subsidiary (if it continues to be a
Subsidiary) immediately following such transaction; or (c) any combination
of (a) or (b).  All Net Cash Proceeds
from an Event of Loss shall be used as follows: 
(1) first, the Issuers shall use such Net Cash Proceeds to the extent
necessary to rebuild, repair, replace or restore the assets subject to such
Event of Loss with comparable assets; and (2) then, to the extent any Net
Cash Proceeds from an Event of Loss are not used as described in the preceding
clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as
provided in the immediately preceding clause (a), (b) or (c).


 


The accumulated Net Cash Proceeds from Asset Sales
not applied as set forth in clause (a), (b) or (c) of the immediately
preceding paragraph and the accumulated Net Cash Proceeds from any Event of
Loss not applied as set forth in clause (1) or (2) of the immediately
preceding paragraph shall constitute “Excess Proceeds.”  Pending the final application of any Net Cash
Proceeds, Holding or one of its Subsidiaries may temporarily reduce revolving
credit borrowings or otherwise invest or use for general corporate purposes
(other than Restricted Payments that are not solely Restricted Investments) the
Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that
the Issuers may not use the Net Cash Proceeds to make Restricted Payments other
than Restricted Payments that are solely Restricted Investments or to make
Permitted Investments pursuant to clause (a) of the definition thereof.


 


A-11





















 


When the Excess Proceeds equal or exceed $5,000,000,
the Issuers shall offer to repurchase the Notes, together with any other Indebtedness
ranking on a parity with the Notes and with similar provisions requiring the
Issuers to make an offer to purchase such Indebtedness with the proceeds from
such Asset Sale pursuant to a cash offer (subject only to conditions required
by applicable law, if any), pro  rata in proportion to the respective principal amounts of
such Indebtedness (or accreted values in the case of Indebtedness issued with
an original issue discount) and the Notes (the “Asset Sale
Offer”) at a purchase price of 100% of the principal amount (or accreted
value in the case of Indebtedness issued with an original issue discount) (the
“Asset Sale Offer Price”) together with
accrued and unpaid Interest (and Liquidated Damages, if any) to the date of
payment. In order to effect the Asset Sale Offer, the
Issuers shall promptly after expiration of the 360-day period following the
Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice
of the Asset Sale Offer (the “Asset Sale Notice”),
offering to purchase the Notes on a date (the “Asset Sale
Purchase Date”) that is no earlier than 30 days and no later
than 60 days after the date that the Asset Sale Notice is mailed, pursuant
to the procedures required by the Indenture and described in the Asset Sale
Notice.  On the Asset Sale Purchase Date,
the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”) to the purchase of all
Indebtedness properly tendered in accordance with the provisions of this
Section 7(b) (on a pro  rata basis if the Asset Sale Offer Amount is insufficient to
purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together
with accrued and unpaid Interest (and Liquidated Damages, if any) to the date
of payment; provided, however, if on the Asset Sale Purchase
Date The Wornick Company is not able to make a Restricted Payment under the
Wornick Indenture in an amount equal to the Asset Sale Offer Amount required to
be used hereunder to make an Asset Sale Offer, then the Issuers will apply an
amount equal to the maximum Restricted Payment amount that may be made by The
Wornick Company under the Wornick Indenture on such date ratably to the
Indebtedness properly tendered pursuant to Section 4.13.  To the extent that the aggregate amount of
Notes and such other pari passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer
Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise
permitted by the Indenture.  Following
the consummation of each Asset Sale Offer in accordance with the provisions of
this Section 7(b), the Excess Proceeds amount shall be reset to zero.  If the Asset Sale Purchase Date is on or
after an Interest Record Date and on or before the associated Interest Payment
Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on
such Interest Payment Date shall be paid to the Person in whose name a Note is
registered at the close of business on such Interest Record Date. 


 


(c)                                  Within 180 days after the end of each
fiscal year, the Issuers shall make an offer to all Holders (the “Excess Cash Flow Offer”) to purchase the maximum principal
amount of Notes that is an integral multiple of $1,000 with an amount equal to
50% of The Wornick Company’s Excess Cash Flow from such fiscal year (measured
from July 1, 2004 in the case of the fiscal year in which the Issue Date
occurs) less an amount equal to the aggregate principal amount of Wornick Notes
purchased pursuant to the most recently completed Excess Cash Flow Offer under
the Wornick Indenture (the “Excess Cash Flow Offer
Amount”), at a purchase price in cash equal to 101% of the principal
amount of the Notes to be purchased (the “Excess Cash


 


A-12





















 


Flow Purchase Price”), together with accrued and unpaid Interest (and Liquidated Damages,
if any) to the date fixed for the purchase of the Notes pursuant to such Excess
Cash Flow Offer; provided, however,
that the Excess Cash Flow Offer Amount for a fiscal year shall be reduced by
the aggregate principal amount of Notes and the Wornick Notes purchased by the
Issuers and their Subsidiaries in the open market during such fiscal year and
during the period prior to the date of such Excess Cash Flow Offer, but only to
the extent that such principal amount was not taken into account in reducing
the Excess Cash Flow Offer Amount for any prior periods.


 


In order to effect the Excess Cash Flow Offer, the
Issuers shall promptly mail to each Holder of Notes notice of the Excess Cash
Flow Offer (the “Excess Cash Flow Notice”)
offering to purchase the Notes on a date (the “Excess Cash
Flow Purchase Date”) that is no earlier than 30 days and no
later than 60 days after the date that the Excess Cash Flow Notice is
mailed. The Excess Cash Flow Offer will be required to remain open for 20
Business Days following its commencement.


 


On the Excess Cash Flow Purchase Date, the Issuers
shall apply the Excess Cash Flow Offer Amount to the purchase of all Notes
properly tendered pursuant to an Excess Cash Flow Offer (on a pro rata basis if
the Excess Cash Flow Offer Amount is insufficient to purchase all Notes so
tendered) at the Excess Cash Flow Purchase Price, together with accrued and
unpaid Interest (and Liquidated Damages, if any) to the date of payment;
provided, however,
if on the Excess Cash Flow Purchase Date The Wornick Company is not able to
make a Restricted Payment under the Wornick Indenture in an amount equal to the
Excess Cash Flow Offer Amount required to be used hereunder to make an Excess
Cash Flow Offer, then the Issuers will apply an amount equal to the maximum Restricted
Payment amount that may be made by The Wornick Company under the Wornick
Indenture on such date ratably to the Notes properly tendered.  To the extent that the aggregate amount of
Notes tendered pursuant to any Excess Cash Flow Offer is less than the Excess
Cash Flow Offer Amount, the Issuer may use any remaining Excess Cash Flow Offer
Amount as otherwise permitted by the Indenture.


 


Any Excess Cash Flow Offer shall be made in
compliance with all applicable laws, rules and regulations, including, if applicable,
Regulation 14E under the Exchange Act and the rules and regulations
thereunder and all other applicable federal and state securities laws. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 7, the Issuer’s compliance or the compliance of
any of the Subsidiaries with such laws and regulations will not in and of
itself cause a breach of the Issuer’s obligations under this Section 7.


 


8.                                       Denominations, Transfer, Exchange.  The
Notes are in registered form without coupons in denominations of $1,000 and
integral multiples of $1,000; provided, however, that any Additional Notes issued as payment of
Interest or Liquidated Damages will be issued in denominations of $1.00 and
integral multiples of $1.00.  The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture.  The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents, and the Issuers may require a Holder to pay any taxes
and fees required by


 


A-13





















 


law or permitted by the Indenture.  The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, they need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between an Interest Record Date and the
corresponding Interest Payment Date.


 


9.                                       Persons Deemed Owners.  The
registered Holder of a Note may be treated as its owner for all purposes.


 


10.                                 Amendment, Supplement,
Modification and Waiver.


 


(a)                                  Subject to certain exceptions set forth in
the Indenture, the Issuers and the Trustee may amend, supplement or otherwise
modify the Indenture and the Notes with the consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes), and, subject to
Sections 6.4 and 6.7 of the Indenture, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the principal
of or premium, if any, or Interest (or Liquidated Damages, if any) on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of the Indenture and the Notes may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, the
Notes).  Without the consent of the
Holders, the Issuers and the Trustee may amend, modify or supplement the
Indenture and the Notes to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of any of the Issuers’ obligations to
Holders in the case of a merger or consolidation or a sale of all or
substantially all of the Issuers’ assets in accordance with the Indenture, to
comply with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act, to comply with the
provisions of DTC or the Trustee with respect to the provisions of the
Indenture and the Notes relating to transfers and exchanges of Notes or
beneficial interests therein, to make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect
the rights of any Holder of Notes under the Indenture, the Notes or the
Registration Rights Agreement, or to provide for the issuance of Additional
Notes in accordance with the limitations set forth in the Indenture as of the
date thereof.


 


11.                                 Defaults and Remedies.  Each
of the following constitutes an Event of Default:  (a) the Issuers’ failure to pay any
installment of Interest (or Liquidated Damages, if any) on the Notes as and when
the same becomes due and payable and the continuance of any such failure for
30 days, (b) the Issuers’ failure to pay all or any part of the
principal of or premium, if any, on the Notes when and as the same becomes due
and payable at maturity, redemption, by acceleration or otherwise, including,
without limitation, payment of the Change of Control Purchase Price, the Asset
Sale Offer Price or the Excess Cash Flow Purchase Price, on Notes validly
tendered and not properly withdrawn pursuant to a Change of Control Offer,
Asset Sale Offer or


 


A-14





















 


Excess Cash Flow Offer, as applicable, (c) the
Issuers’ failure or the failure of any of their Subsidiaries to observe or
perform any other covenant or agreement contained in the Notes or the Indenture
(excluding the covenant set forth in the next to last sentence of Section 4.3
of the Indenture) and, except for the provisions under Sections 4.13,
4.14, 4.21 and 5.1 of the Indenture, the continuance of such failure for a
period of 30 days after the earlier of the Issuers’ receipt of written
notice of such Default from the Trustee or from the Holders of at least 25% in
aggregate principal amount of the Notes outstanding, (d) a default occurs
in the Issuers’ Indebtedness or the Indebtedness of any of their Subsidiaries
with an aggregate amount outstanding in excess of $5,000,000 (x) resulting from
the failure to pay principal of such Indebtedness when due or interest on such
Indebtedness more than 30 days after the due date therefore, or (y) if as a result
of such default, the maturity of such Indebtedness has been accelerated prior
to its stated maturity, (e) final, non-appealable unsatisfied judgments
not covered by insurance aggregating in excess of $5,000,000 at any one time
rendered against an Issuer or any of their Subsidiaries and not stayed, bonded
or discharged within 60 days, (f) a court having jurisdiction in the
premises enters a decree or order for (A) relief in respect of any Issuer or
any Significant Subsidiary in an involuntary case under any applicable
Bankruptcy Law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
any Issuer or any Significant Subsidiary or for all or substantially all of the
property and assets of any Issuer or any Significant Subsidiary or (C) the
winding up or liquidation of the affairs of any Issuer or any Significant
Subsidiary and, in each case, such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days, (g) any Issuer or any
Significant Subsidiary (A) commences a voluntary case under any applicable Bankruptcy
Law now or hereafter in effect, or consents to the entry of an order for relief
in an involuntary case under any such law, (B) consents to the appointment of
or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of any Issuer or any Significant Subsidiary or
for all or substantially all of the property and assets of any Issuer or any Significant
Subsidiary or (C) effects any general assignment for the benefit of creditors.  


 


12.                                 Trustee Dealings with Issuers.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Issuers or their Affiliates, and
may otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee.


 


13.                                 No Recourse Against Others.  No
direct or indirect member, stockholder, employee, officer or director, as such,
past, present or future of the Issuers or any successor entities shall have any
personal liability in respect of the Issuers’ obligations under the Indenture
or the Notes solely by reason of his, her or its status as such stockholder,
employee, officer or director.


 


14.                                 Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


15.                                 Abbreviations. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in
common), TEN ENT (= tenants by the


 


A-15





















 


entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


16.                                 Additional Rights of Holders of
Transfer Restricted Notes.(7)
In addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transfer Restricted Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the date of the Indenture, by and
among the Issuers and the Initial Purchaser (as amended from time to time, the
“Registration Rights Agreement”).


 


17.                                 CUSIP Numbers. 
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon, and any
such redemption shall not be affected by any defect in or omission of such
numbers.


 


When a successor assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor may be released
from those obligations.


 


18.                                 Governing Law.  THE
INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL
PRACTICE LAWS AND RULES 327(B).  


 


19.                                 Certificate and Opinion as to
Conditions Precedent.  Upon any request or application by the
Issuers to the Trustee to take any action under the Indenture, the Issuers
shall furnish to the Trustee (i) an Officers’ Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.5 of the Indenture) stating that, in the opinion of
the signers, all conditions precedent and covenants, if any, provided for in
the Indenture relating to the proposed action have been satisfied; and (ii) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 10.5 of the
Indenture) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.


 










(7)                                  To
be included only on Transfer Restricted Notes.


 


A-16





















 


The Issuers will furnish to any Holder upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement.  Requests may be made
to:


 


TWC
Holding LLC and TWC Holding Corp.


c/o
The Wornick Company

10825 Kenwood Road

Cincinnati, Ohio 45242

Attention:  Secretary


 


A-17





















 


Assignment Form


 


To assign this Note, fill in
the form below:  (I) or (We) assign and
transfer this Note to 


 




	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  
	
   

  
	
  and irrevocably appoint

  	
   

  
	
   

  
	
  to
  transfer this Note on the books of the Company. The agent may substitute
  another to act for it.

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your
  Signature:

  	
   

  	
   

  
	
  (Sign exactly as your name
  appears on the face of this Note)

  
	
   

  
	
  Signature
  Guarantee*

  
	
   

  
						






 










*NOTICE:  The Signature must be guaranteed by an
Institution which is a member of one of the following recognized signature Guarantee
Programs:  (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other guarantee program acceptable to the Trustee.


 


A-18





















 


Option of Holder to Elect Purchase


 


If you want to elect to have this Note purchased by
the Issuers pursuant to Section 4.13 or 4.14 of the Indenture, check the
box below:


 


Section 4.13   o                                                                                                           Section 4.14   o


 


If you want to elect to have only part of the Note
purchased by the Issuers pursuant to Section 4.13 or 4.14 of the
Indenture, state the amount you elect to have purchased (in denominations of
$1,000 only, except if you have elected to have all of your Notes purchased):  $                    


 




	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your
  Signature:

  	
   

  	
   

  
	
  (Sign exactly as your name
  appears on the face of this Note)

  
	
   

  
	
  Signature Guarantee*

  	
   

  
	
   

  	
   

  
						






 










*NOTICE:  The Signature must be guaranteed by an
Institution which is a member of one of the following recognized signature Guarantee
Programs:  (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other guarantee program acceptable to the Trustee.


 


A-19





















 


SCHEDULE A


 


SCHEDULE OF PRINCIPAL AMOUNT


 


The initial principal amount at maturity of this
Note shall be $                    .  The following decrease/increases in the
principal amount at maturity of this Note have been made:


 


	
  Date of Increase/

  Decrease

  	
   

  	
  Decrease in

  Principal

  Amount at

  Maturity

  	
   

  	
  Increase in

  Principal Amount at

  Maturity

  	
   

  	
  Total Principle

  Amount at

  Maturity Following

  such Increase/

  Decrease

  	
   

  	
  Notation made

  by or on Behalf

  of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-20





















 


EXHIBIT
B



FORM OF CERTIFICATE OF TRANSFER


 


TWC
Holding LLC

TWC Holding Corp.

c/o The Wornick Company

10825 Kenwood Road


Cincinnati,
Ohio 45242


 


U.S.
Bank National Association


60
Livingston Avenue


St.
Paul, Minnesota 55107-2292


 


Re:  13.875% Senior PIK Notes due 2011


 


Dear
Sirs:


 


Reference is hereby made to the Indenture, dated as
of February 11, 2005 (as it may be amended or supplemented from time to time,
the “Indenture”), among TWC Holding LLC, a
Delaware limited liability company and TWC Holding Corp., a Delaware corporation
(together, the “Issuers,” which term includes any
successors under the Indenture), and U.S. Bank National Association, as
trustee.  Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


 


                                   (the
“Transferor”), owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of $                 
in such Note[s] or interests (the “Transfer”), to                
(the “Transferee”), as further specified in
Annex A hereto.  In connection with the
Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.                                       o                                    Check if Transferee will take
delivery of a beneficial interest in the 144A Global Note or of a Definitive
Note Pursuant to Rule 144A.  The Transfer is being effected
pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial interest
or Definitive Note for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any State of the United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated


 


B-1





















 


in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.


 


2.                                       o                                    Check if Transferee will take
delivery of a beneficial interest in the Regulation S Global Note or of a
Definitive Note pursuant to Regulation S.  The
Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling
efforts have been made in contravention of the requirements of Rule 903(b)
or Rule 904(b) of Regulation S under the Securities Act,
(iii) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is
being made prior to the expiration of the Distribution Compliance Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser) and the interest transferred will
be held immediately thereafter through Euroclear or Clearstream.  Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated
in the Private Placement Legend printed on the Regulation S Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.


 


3.                                       o                                    Check if Transferee will take
delivery of a beneficial interest in a Global Note or of a Definitive Note
pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S.  The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any
State of the United States, and accordingly the Transferor hereby further certifies
that (check one):


 


(a)                                  o                                    Such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act; or


 


(b)                                 o                                    Such Transfer is being effected to the
Issuers or a subsidiary of either of them; or


 


(c)                                  o                                    Such Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act; or


 


(d)                                 o                                    such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other


 


B-2





















 


than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the
Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by
(1) a certificate executed by the Transferee in a form of Exhibit D
to the Indenture and (2) an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification and provided to the Issuers, which have confirmed its
acceptability), to the effect that such Transfer is in compliance with the
Securities Act.


 


Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Global Note and/or Definitive Notes
and in the Indenture and the Securities Act.


 


4.                                       o                                    Check if Transferee will take
delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


 


(a)                                  o                                    Check if Transfer is Pursuant to
Rule 144.  (i) The Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture
and the Securities Act.


 


(b)                                 o                                    Check if Transfer is Pursuant to
Regulation S.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture and the Securities Act.


 


(c)                                  o                                    Check if Transfer is Pursuant to
Other Exemption.  (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United States and
(ii) the restrictions on transfer contained in the Indenture and


 


B-3





















 


the Private Placement Legend are not required in
order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuers.


 




	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
  [Insert
  Name of Transferor]

  	
   

  






 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


B-4





















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.                                       The Transferor owns and proposes to transfer
the following:


 


[CHECK ONE OF (a) OR
(b)]


 


(a)                                  o                                    a beneficial interest in


 


(i)                                     o                                    144A Global Note, or


 


(ii)                                  o                                    501 Global Note, or


 


(iii)                               o                                    Reg S Global Note; or


 


(b)                                 o                                    a Restricted Definitive Note.


 


2.                                       After the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)                                  o                                    a beneficial interest in the:


 


(i)                                     o                                    144A Global Note, or


 


(ii)                                  o                                    501 Global Note, or


 


(iii)                               o                                    Reg S Global Note,


 


(iv)                              o                                    Unrestricted Global Note; or


 


(b)                                 o                                    a Restricted Definitive Note; or


 


(c)                                  o                                    an Unrestricted Definitive Note,


 


in accordance with the terms
of the Indenture.


 


B-5





















 


EXHIBIT
C



FORM OF CERTIFICATE OF EXCHANGE


 


TWC
Holding LLC

TWC Holding Corp.

c/o The Wornick Company

10825 Kenwood Road


 


Cincinnati,
Ohio 45242


 


U.S.
Bank National Association

60 Livingston Avenue


St.
Paul, Minnesota 55107-2292


 


Re:  13.875%
Senior PIK Notes due 2011


 


Dear
Sirs:


 


Reference is hereby made to the Indenture, dated as
of February 11, 2005 (as it may be amended and supplemented from time to time,
the “Indenture”), among TWC Holding LLC, a Delaware limited liability company,
TWC Holding Corp., a Delaware corporation, (together, the “Issuers,” which term
includes any successors under the Indenture), and U.S. Bank National Association,
as trustee.  Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


            ,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s]
specified herein, in the principal amount of $            
in such Note[s] or interests (the “Exchange”). 
In connection with the Exchange, the Owner hereby certifies that:


 


1.                                       Exchange of Restricted Definitive
Notes or Beneficial Interests in a Restricted Global Note for Unrestricted
Definitive Notes or Beneficial Interests in an Unrestricted Global Note.


 


(a)                                  o                                    Check if Exchange is from
beneficial interest in a Restricted Global Note to beneficial interest in an
Unrestricted Global Note.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the United States Securities Act
of 1933, as amended (the “Securities Act”), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities 


 


C-1





















 


Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any State of the United States.


 


(b)                                 o                                    Check if Exchange is from
beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and
(iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any State of the United States.


 


(c)                                  o                                    Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of
any State of the United States.


 


(d)                                 o                                    Check if Exchange is from
Restricted Definitive Note to Unrestricted Definitive Note.  In
connection with the Owner’s Exchange of a Restricted Definitive Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and
(iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any State of the United States.


 


2.                                       Exchange of Restricted Definitive
Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive
Notes or Beneficial Interests in Restricted Global Notes.


 


(a)                                  o                                    Check if Exchange is from
beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that (i) the Restricted Definitive Note is
being acquired 


 


C-2





















 


for the Owner’s own account without transfer and
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any State of the United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


(b)                                 o                                    Check if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In
connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the:  [CHECK
ONE]  o 144A
Global Note, o Reg S Global Note, or o 501 Global Note


 


with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer and (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any
State of the United States.  Upon consummation
of the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.


 


[signature page follows]


 


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This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuers.


 


 


	
   

  	
   

  
	
  [Insert
  Name of Owner]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
				



 


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EXHIBIT
D



FORM OF CERTIFICATE FROM ACQUIRING

INSTITUTIONAL ACCREDITED INVESTOR


 


TWC
Holding LLC

TWC Holding Corp.

c/o The Wornick Company

10825 Kenwood Road

Cincinnati, Ohio 45242


 


U.S.
Bank National Association

60 Livingston Avenue

St. Paul, MN 55107-2292


 


Ladies
and Gentlemen:


 


Reference is hereby made to the Indenture, dated as
of February 11, 2005 (the “Indenture”), between TWC Holding LLC, a Delaware
limited liability company, TWC Holding Corp., a Delaware corporation (the
“Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


In connection with our proposed purchase of $                 
aggregate principal amount of: 
(a) a beneficial interest in a Global Note, or (b) a Definitive
Note, we confirm that:


 


1.                                       We understand and acknowledge that the Notes
have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any other applicable securities law, and may not be
offered, sold or otherwise transferred except in compliance with the
registration requirements of the Securities Act or any other applicable
securities law, pursuant to an exemption therefrom and in each case in
compliance with the conditions for transfer set forth below.


 


2.                                       We are not an affiliate (as defined in Rule
144 under the Securities Act) of the Issuers or acting on behalf of the
Issuers, and we are an institutional “accredited investor” under the Securities
Act within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501
under the Securities Act (“Rule 501”) and, if the Notes are to be purchased for
one or more accounts (“investor accounts”) for which we are acting as fiduciary
or agent, each such investor account is an institutional “accredited investor”
on a like basis. We have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of
purchasing the Notes and invest in or purchase securities similar to the Notes
in the normal course of our business. We and any investor accounts for which we
are acting are each aware that we may be required, and are 


 


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each able, to bear the economic risk of our
or its investment in the Notes for an indefinite period of time, including the
risk of an entire loss of our or such investor account’s investment in the
Notes.


 


3.                                       We acknowledge that:  (a) neither the Issuers nor any person
representing the Issuers has made any representation to us with respect to the
Issuers or the offering or sale of any Notes and (b) we have had access to such
financial and other information concerning the Issuers and the Notes as we have
deemed necessary in connection with our decision to purchase the Notes,
including an opportunity to ask questions of and request information from the
Issuers.


 


4.                                       We are purchasing the Notes for our own
account, or for one or more investor accounts for which we are acting as a
fiduciary or agent, in each case for investment, and not with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the
Securities Act, subject to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times
within our or their control and subject to our or their ability to resell such
Notes pursuant to Rule 144A under the Securities Act (“Rule 144A”) or any
exemption from registration available under the Securities Act.


 


5.                                       We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date which is two years (or such
other period that may hereafter be provided under Rule 144(k) under the
Securities Act as permitting resales of restricted securities by non-affiliates
without restriction) after the later of the date of original issue and the last
date on which the Issuers or any affiliate of the Issuers was the owner of such
Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”)
only (a) to the Issuers or any subsidiary of the Issuers, (b) pursuant to a
registration statement that has been declared effective under the Securities
Act, (c) for so long as the Notes are eligible for resale pursuant to Rule
144A, to a person we reasonably believe is a “qualified institutional buyer” as
defined in Rule 144A (a “QIB”) that purchases for its own account or for the
account of a QIB and to whom notice is given that the transfer is being made in
reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons
that occur outside the United States in accordance with Regulation S under the
Securities Act, (e) to an institutional “accredited investor” within the meaning
of subparagraph (a) (1), (2), (3) or (7) of Rule 501 that is acquiring the
Notes for its own account, or for the account of such an institutional
“accredited investor,” for investment purposes, and not with a view to, or for
offer or sale in connection with, any distribution in violation of the
Securities Act, or (f) pursuant to another available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in each case in compliance with applicable securities laws
of any U.S. state or any other applicable jurisdiction. The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction Termination
Date. If any resale or 


 


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other transfer of the Notes is proposed to be
made pursuant to clause (d), (e) or (f) above prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Issuers and the Trustee, which
shall provide, among other things, that the transferee is an institutional
“accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or
(7) of Rule 501 and that it is acquiring such Notes for investment purposes and
not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Issuers and the Trustee reserve the right prior to the
offer, sale or other transfer made prior to the Resale Termination Date
pursuant to clause (d), (e) or (f) above to require the delivery of an opinion
of counsel, certifications and/or other information satisfactory to each of
them.


 


6.                                       We are not acquiring the Notes for or on
behalf of any pension or welfare plan (as defined in Section 3 of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) or other
arrangement that is subject to ERISA or Section 4975 of the Internal Revenue
Code (a “plan”) or any entity whose underlying assets include assets of a plan
pursuant to 29 C.F.R. Section 2510.3-101 or otherwise, except that such a
purchase or transfer for or on behalf of a pension or welfare plan shall be
permitted to the extent:


 


(a)                                  such purchase or transfer is being made by or
on behalf of a bank collective investment fund maintained by the purchaser or
transferee in which no plan (together with any other plans maintained by the
same employer or employee organization) has an interest in excess of 10% of the
total assets in such collective investment fund and the conditions of
Section III of Prohibited Transaction Class Exemption 91-38 issued by the
Department of Labor are satisfied;


 


(b)                                 such purchase or transfer is made by or on
behalf of an insurance company pooled separate account maintained by the
purchaser or transferee in which, at any time while the notes are outstanding,
no plan (together with any other plans maintained by the same employer or
employee organization) has an interest in excess of 10% of the total of all
assets in such pooled separate account and the conditions of Section III
of Prohibited Transaction Class Exemption 90-1 issued by the Department of
Labor are satisfied;


 


(c)                                  such purchase or transfer is made on behalf
of a plan by (1) an investment advisor registered under the Investment
Advisers Act of 1940 that had as of the last day of its most recent year total
assets under its management and control in excess of $50,000,000 and had
stockholders’ or partners’ equity in excess of $750,000, as shown in its most recent
balance sheet prepared in accordance with generally accepted accounting
principles, or (2) a bank as defined in Section 202 (a) (2) of
the Investment Advisers Act of 1940 with equity capital in excess of $1,000,000
as of the last day of its most recent year, or (3) an insurance company
which is qualified under the laws of more than one state to manage, acquire or
dispose of any assets of a plan, which insurance company has as of the 


 


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last
day of its most recent year, net worth in excess of $1,000,000 and which is
subject to supervision and examination by state authority having supervision
over insurance companies and, in any case, such investment advisor, bank or insurance
company is otherwise a qualified professional asset manager, as such term is
used in Prohibited Transaction Class Exemption 84-14 issued by the Department
of Labor, and the assets of such plan when combined with the assets of other
plans established or maintained by the same employer (or affiliate thereof) or
employee organization and managed by such investment advisor, bank or insurance
company, do not represent more than 20% of the total client assets managed by
such investment advisor, bank or insurance company, and the conditions of
Section I of such exemption are otherwise satisfied;


 


(d)                                 to the extent such plan is a governmental
plan (as defined in Section 3 of ERISA) which is not subject to the
provisions of Title I of ERISA or Section 401 of the Internal Revenue
Code;


 


(e)                                  to the extent such purchase is made by or on
behalf of an insurance company with assets in its insurance company general
account, and the conditions of Prohibited Transaction Class Exemption 95-60
issued by the Department of Labor are satisfied;


 


(f)                                    to the extent such purchase is made on behalf
of a plan by an in-house asset manager and the conditions of Part I of
Prohibited Transactions Class Exemption 96-23 issued by the Department of Labor
are satisfied; or


 


(g)                                 such purchase would not otherwise constitute
a non-exempt prohibited transaction.


 


7.                                       We understand that the Notes will be
delivered in registered form only and that the certificates delivered to us in
respect of the Notes will contain a legend substantially to the following
effect:


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


 


THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (X) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (Y) IT
IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION



 


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WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (Z) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH OTHER PERIOD THAT MAY HEREAFTER BE
PROVIDED UNDER RULE 144(k) UNDER THE SECURITIES ACT AS PERMITTING RESALES OF
RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY
AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED
INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.


 


8.                                       We acknowledge that you and others will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements and 


 


D-5





















 


agree that, if any representations, warranties,
acknowledgements and agreements deemed to have been made by us are no longer
accurate, we shall promptly notify the Issuers. If we are acquiring any of the
Notes as a fiduciary or agent for one or more investor accounts, we represent
that we have sole investment discretion with respect to each such account and
we have full power to make the foregoing representations, warranties, acknowledgements
and agreements on behalf of each such investor account.


 


9.                                       Upon purchase, the Notes would be registered
in the name of the undersigned:


 


Name:

Address:

Taxpayer ID Number:


 


10.                                 If we are acquiring any of the Notes as a
fiduciary or agent for one or more investor accounts, we represent that we have
sole investment discretion with respect to each such account and we have full
power to make the foregoing acknowledgments, representations, warranties and
agreements on behalf of each such investor account.


 


THIS LETTER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).


 


[signature page follows]


 


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You are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name of Accredited Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


Dated:              ,
200[   ]


 


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