Exhibit
10.3


TERM LOAN


PROMISSORY
NOTE


	
  

  	
  March 14, 2007

  
	
   

  	
   

  
	
  Promise to Pay:

  	
  For value received, The Wornick Company, a Delaware
  corporation, promises to pay to the order of Lender the sum of $10,000,000
  or, if less, the aggregate amount advanced by Lender to the Borrower as the
  “Term Loan” under the Loan Agreement hereinafter referred to that remains
  unpaid, on the Maturity Date, together with interest on the unpaid balance of
  such amount, in lawful money of the United States of America, in accordance
  with all the terms, conditions and covenants set forth below. 
  Capitalized terms in this Promissory Note not otherwise defined herein shall
  have the meaning assigned such terms in that certain Loan Agreement, dated as
  of June 30, 2004, by and among Lender (as assignee of Texas State Bank, a
  Texas banking corporation), Borrower, Right Away Management Corporation, a
  Delaware corporation, The Wornick Company Right Away Division, a Delaware
  corporation, and The Wornick Company Right Away Division, L.P., a Delaware
  limited partnership (as amended from time to time, the “Loan Agreement”).

  
	
   

  	
   

  
	
  Borrower:

  	
  The Wornick Company, a Delaware corporation.

  
	
   

  	
   

  
	
  Borrower’s Address for Notice:

  
	
   

  	
   

  
	
   

  	
  The Wornick Company

  
	
   

  	
  Attention: Larry L. Rose

  
	
   

  	
  President and CEO

  
	
   

  	
  4700 Creek Road

  
	
   

  	
  Cincinnati, Ohio 45242

  
	
   

  	
  Fax: (513) 791-4148

  
	
   

  	
   

  
	
   

  	
  With copy to: Robert B. McKeon

  
	
   

  	
  Veritas Capital Management II, L.L.C.

  
	
   

  	
  660 Madison Avenue

  
	
   

  	
  New York, New York 10021

  
	
   

  	
  Fax: (212) 688-9411

  
	
   

  	
   

  
	
  Lender:

  	
  DDJ Total Return Loan Fund, L.P.

  



 



 1
 









 


	
  Lender’s Address and Transfer Instructions for Payments:

  
	
   

  	
   

  
	
   

  	
  Wire transfer instructions:

  
	
   

  	
   

  
	
   

  	
  LaSalle Bank N.A. — Chicago

  
	
   

  	
  ABA 071000505

  
	
   

  	
  Acct:  722224.2

  
	
   

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

  
	
   

  	
  Attn:  Greg Myers

  
	
   

  	
  (312) 904-0283

  
	
   

  	
   

  
	
   

  	
  Address for physical deliveries:

  
	
   

  	
   

  
	
   

  	
  LaSalle Bank NA

  
	
   

  	
  CDO Trust Services

  
	
   

  	
  Attn:  Greg Myers

  
	
   

  	
  135 South LaSalle

  
	
   

  	
  Suite 1625

  
	
   

  	
  Chicago, IL  60603

  
	
   

  	
  Account Name:  DDJ Total Return Loan Fund, L.P.

  
	
   

  	
  A/C: 722224.2

  
	
   

  	
   

  
	
  Principal Amount:

  	
  Ten Million and 00/100 Dollars ($10,000,000.00).

  
	
   

  	
   

  
	
  Interest Rate:

  	
  The rate per annum equal to Three Month LIBOR plus
  7.65%. If at any time Lender determines that (i) adequate and reasonable
  means do not exist for ascertaining Three Month LIBOR or (ii) as a result of
  any change in the law it is unlawful or impossible for Lender to make or
  maintain a rate of interest determined by reference to Three Month LIBOR;
  then in each case Lender shall give notice thereof to Borrower as promptly as
  practicable thereafter and, until Lender notifies Borrower that the
  circumstances giving rise to such notice no longer exist, the Interest Rate
  shall be a rate per annum equal to the Prime Rate plus 5.75%.

  
	
   

  	
   

  
	
  Default Interest Rate:

  	
  The Interest Rate otherwise in effect plus 2% per
  annum based on the actual number of days elapsed over a 360 day year.

  
	
   

  	
   

  
	
  Make-Whole Premium:

  	
  The excess of (1) the present value of all scheduled
  payments of principal and/or interest in respect of this Promissory Note (or
  portions thereof being prepaid) which, but for prepayment, would be required
  to be made following the date of the proposed prepayment in accordance with
  the terms hereof, determined by discounting (on a semi-annual basis) the
  amount of such payment (or portion thereof) from the date such payment would
  be required to be made at a rate which is equal to 0.50% over the Treasury
  Constant Yield at such time,

  



 



 2
 









 


	
  

  	
  and assuming that the Interest Rate in effect at the
  time of determination of the Make-Whole Premium remains in effect, over (2)
  100% of the outstanding Principal Amount so prepaid or repaid. If the
  Make-Whole Premium as calculated pursuant to the above provisions of this
  definition would not be a positive number, the Make-Whole Premium is zero.

  
	
   

  	
   

  
	
  Treasury Constant Yield:

  	
  The arithmetic mean of the rates published as
  “Treasury Constant Maturities” as of 11:00 a.m. eastern standard time for the
  five Business Days preceding the date on which the notice of prepayment is
  given by Borrower as shown on the USD screen of the Bloomberg service, or if
  such service is not available, the Telerate service, or if neither the
  Bloomberg nor the Telerate service are available, under Section 504 in the
  weekly statistical release designated H.15(519) (or any successor
  publication) published by the Board of Governors of the Federal Reserve
  System, for “On the Run” U.S. Treasury obligations corresponding to the
  period of time between such prepayment date and the Maturity Date; if no such
  maturity shall so exactly correspond, yields for the two most closely
  corresponding published maturities shall be calculated pursuant to the
  foregoing sentence and the Treasury Constant Yield shall be interpolated or
  extrapolated (as applicable) from such yields on a straight-line basis
  (rounding, in the case of relevant periods, to the nearest month).

  
	
   

  	
   

  
	
  Maturity Date:

  	
  June 30, 2011.

  
	
   

  	
   

  
	
  Prime Rate:

  	
  A per annum interest rate equal to the “Prime Rate”
  as published each day by The Wall Street Journal in its “Money Rates”
  section, and if more than one such rate is published, then the highest such
  rate. On any day when The Wall Street Journal is not published or a
  Prime Rate is not published under the Money Rates section thereof, then
  the Prime Rate published for the preceding publication date of The Wall
  Street Journal shall apply. Should the method of establishing the Prime
  Rate, or the publication of such Prime Rate, cease or be abolished, then the
  Prime Rate used for the balance of the term of this Promissory Note, if necessary,
  shall be that interest rate, established, adopted or used by The Bank of New
  York as its prime or base interest rate.

  
	
   

  	
   

  
	
  Three Month LIBOR:

  	
  The London Interbank Offered Rate for an interest
  period of three (3) months published in The Wall Street Journal. If
  more than one such rate is published, the highest of such rates shall apply.
  If such rate is not published in The Wall Street Journal on any
  applicable date of determination, Three Month LIBOR shall be determined by
  the Lender on any 

  



 



 3
 









 


	
  

  	
  commercially reasonable basis selected by it. The
  Three Month LIBOR shall be determined as of the date hereof and thereafter,
  on the first day of each fiscal quarter and, once determined shall remain in
  effect until the first day of the next fiscal quarter.

  
	
   

  	
   

  
	
  Fees:

  	
   

  
	
   

  	
   

  
	
  (a)        Commitment Fee. Borrower shall
  pay to Lender on the date of issuance of this Promissory Note a
  non-refundable commitment fee of $100,000.

  
	
   

  	
   

  
	
  (b)        Redemption Fee. On the date of
  any prepayment or repayment of the Principal Amount of this Promissory Note (including, without limitation, any
  repayment of the Principal Amount on the Maturity Date), whether in
  whole or in part, Borrower shall pay to Lender a redemption fee in an amount
  equal to 2.00% of the portion of the Principal Amount so prepaid or repaid.
  Such redemption fee shall be in addition to the prepayment fee payable
  pursuant to subsection (c) under “Payment Terms” below.

  
	
   

  	
   

  
	
  Payment Terms:

  	
   

  
	
   

  	
   

  
	
  (a)        Interest. Interest, computed at
  the Interest Rate on the unpaid balance of the Principal Amount from time to
  time outstanding, shall be due and payable quarterly in arrears on the last
  day of each calendar quarter, beginning June 30, 2007, and on the Maturity Date, when all accrued, but
  unpaid, interest shall be due and payable. Interest shall also be payable on
  the date of any prepayment of the Term Loan, to the extent accrued on the
  amount prepaid.

  
	
   

  	
   

  
	
  (b)        Principal. The entire unpaid
  Principal Amount owing on this Promissory Note shall be due and payable on
  the Maturity Date.

  
	
   

  	
   

  
	
  (c)        Prepayments.
  Borrower may prepay the Principal Amount of this Promissory Note, in whole or
  in part, together with (i) all accrued and unpaid interest and fees owing
  with respect thereto, and (ii) a prepayment fee equal in amount to (x) if
  such prepayment occurs on or before March 31, 2010, the Make-Whole Premium,
  (y) if such prepayment occurs after March 31, 2010, the product of (A) the
  Principal Amount of this Promissory Note multiplied by (B) the applicable
  prepayment fee percentage set forth below as in effect when the prepayment
  occurs:

  



 


	
  Period during which Prepayment Occurs

  	
   

  	
  Applicable Prepayment Fee Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2010 through
  March 31, 2011

  	
   

  	
  8.00

  	
  %

  
	
  From and after April 1, 2011

  	
   

  	
  0

  	
  %

  



 


 


Such prepayment fee shall be
in addition to the redemption fee payable pursuant to subsection (b) under “Fees”
above.



 4
 









 


Interest Provisions:


(a)        Rate:
The Principal Amount of this Promissory Note shall bear interest for each day
at a rate per annum equal to the Interest Rate.


(b)        Maximum
Lawful Rate: The term “Maximum Lawful Rate” means the maximum lawful
contractual rate of interest, and the term “Maximum Lawful Amount” means the
maximum lawful contractual amount of interest, that are permissible and
nonusurious under applicable state or federal law for the type of loan
evidenced by this Promissory Note and the other Loan Documents.


(c)        Usury
Disclaimer:  All agreements between Lender and Borrower, whether now
existing or hereafter arising and whether written or oral, are hereby limited
so that in no contingency, whether by reason of demand for payment or
acceleration of the maturity hereof or any other circumstance whatsoever, shall
the interest contracted for, charged or received by Lender exceed the Maximum
Lawful Amount. If, from any circumstance whatsoever, interest would otherwise
be payable to Lender in excess of the Maximum Lawful Amount, the interest
payable to Lender shall be reduced to the Maximum Lawful Amount; and if from
any circumstance Lender shall ever receive any interest in excess of the
Maximum Lawful Amount, an amount equal to any excessive interest shall be
applied to the reduction of the Principal Amount and not to the payment of
interest, or if such excessive interest exceeds the unpaid Principal Amount
such excess shall be refunded to Borrower. All interest paid or agreed to be
paid to Lender shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full period until payment in
full of the Principal Amount (including the period of any renewal or extension
hereof) so that the interest hereon for such full period shall not exceed the
Maximum Lawful Amount. For purposes of this paragraph, the term interest shall
include all considerations and amounts that constitute interest under
applicable usury law. This paragraph shall control all agreements between
Borrower and Lender.


(d)        Interest
After Default:  All past due installments of interest on this
Promissory Note, and the unpaid balance of the Principal Amount during the existence
of any Default (including from and after the occurrence of the Maturity Date),
shall bear interest at a per annum rate equal to the lesser of (i) the Default
Interest Rate stated above and (ii) the Maximum Lawful Rate.


Term Loan:


(a)        Indebtedness
and Liens: This Promissory Note shall evidence the Term Loan made under the
Loan Agreement.  This Promissory Note and all Loan Documents securing it
and the liens and security interests thereunder with respect to the Collateral
shall remain in effect until this Promissory Note is formally terminated in
writing, and this Promissory Note and such other Loan Documents, and liens and
security interests shall not otherwise be terminated by payment of all or any
part of the indebtedness hereby represented.  This Promissory Note is
subject to and is made pursuant to the terms of the Loan Agreement and the
other Loan Documents.


(b)        Evidence
of Amount Outstanding: The books and records of Lender relating to this
Promissory Note will be evidence of the amounts advanced, paid and owing
hereunder.



 5
 









 


Default Provisions:


(a)        Event
of Default:  The occurrence of any Event of Default under the Loan
Agreement shall constitute an Event of Default hereunder.


(b)        Remedies
for an Event of Default:  If an Event
of Default exists and is continuing, Lender may, without notice or demand,
declare the entire unpaid Principal Amount and all accrued but unpaid interest
thereon at once due and payable, and exercise all rights and remedies available
to Lender under the Loan Documents and under applicable law, including but not
limited to the Uniform Commercial Code as in effect in any applicable
jurisdiction.


(d)        Waiver
by Borrower: Except as provided in this Promissory Note, Borrower and all
other parties liable for this Promissory Note waive demand, presentment for
payment, notice of nonpayment, protest, notice of protest, grace, notice of
dishonor, notice of intent to accelerate, notice of acceleration, and diligence
in collection.


(e)        Non-Waiver
by Lender: Any previous extension of time, forbearance, failure to pursue
some remedy, or acceptance of partial payment by Lender, before or after
maturity, does not constitute a waiver by Lender of the existence of any Event
of Default nor of its right to strictly enforce the collection of this Promissory
Note according to its terms.


(f)         Other
Remedies Not Required: Lender shall not be required to first file suit,
exhaust all remedies, or enforce its rights against any security in order to
enforce payment of this Promissory Note.


(g)        Joint
and Several Liability: The Borrower and all of the other parties liable for
the payment of this Promissory Note, such as guarantors, endorsers, and
sureties, are jointly and severally liable for the payment of this Promissory
Note.


(h)        Attorney’s
Fees: If Lender requires the services of an attorney to enforce the payment
of this Promissory Note or the performance of the other Loan Documents, or if
this Promissory Note is collected through any lawsuit, probate, bankruptcy, or
other judicial proceeding, Borrower agrees to pay Lender an amount equal to its
reasonable attorney’s fees and other collection costs. This provision shall be
limited by any applicable statutory restrictions relating to the collection of
attorney’s fees.


Miscellaneous Provisions:


(a)        Collateral:
This Promissory Note is secured by a lien and security interest in all the
Collateral.


(b)        Application
of Payments: All payments on the indebtedness evidenced by this Promissory
Note and by any documents securing or governing this Promissory Note, other than
regularly scheduled payments, shall be applied to such indebtedness in such
order and manner as Lender may from time to time determine in its absolute
discretion.


(c)        Reserved.



 6
 









 


(d)        Subsequent
Holder: All references to Lender in this Promissory Note shall also refer
to any subsequent owner or holder of this Promissory Note by transfer,
assignment, endorsement or otherwise.


(e)        Transfer
or Participation:  Borrower acknowledges and agrees that Lender may,
from time to time, transfer or sell this Promissory Note to one or more
transferees or participants. Borrower authorizes Lender to disseminate any
information it has pertaining to the loan evidenced by this Promissory Note,
including, without limitation, credit information on Borrower, any of its
principals and any guarantor of this Promissory Note, to any such transferee or
participant or prospective transferee or participant.


(f)         Set-Off:
Borrower agrees that Lender may exercise Lender’s right of set-off to pay all
or any part of the outstanding Principal Amount and accrued interest, costs,
attorney’s fees, and advances owed on this Promissory Note against any
obligation Lender may have, now or hereafter, to pay money, securities or other
property to Borrower. This includes, without limitation:


(i)          any deposit account balance, securities account balance or
certificate of deposit balance (whether matured or unmatured) Borrower has with
Lender, whether general, special, time, savings, checking or NOW account;


(ii)         any money owing to Borrower on an item presented to Lender
or in Lender’s possession for collection or exchange; and


(iii)        any repurchase agreement or any other non-deposit obligation
or credit in Borrower’s favor.


Lender’s right of set-off may be exercised upon
Borrower’s default:


(i)          without prior demand or notice;


(ii)         without regard to the existence or value of any Collateral
securing this Promissory Note; and


(iii)        without regard to the number or creditworthiness of any other
persons who have agreed to pay this Promissory Note.


Lender will not be liable
for dishonor of a check or other request for payment where there are
insufficient funds in the account (or other obligation) to pay such request
because of Lender’s exercise of Lender’s right of set-off. Borrower agrees to
indemnify and hold Lender harmless from any person’s claims and the costs and
expenses, including without limitation, attorneys’ fees, incurred as a result
of such claims or arising as the result of Lender’s exercise of Lender’s right
of set-off.


If any such money,
securities or other property is also owned by some other person who has not
agreed to pay this Promissory Note (such as another depositor on a joint
account) Lender’s right of set-off will extend to the amount which could be
withdrawn or paid directly to Borrower on Borrower’s request, endorsement or
instruction alone. In addition, where Borrower may obtain payment from Lender
only with the endorsement or



 7
 









 


consent of someone who has not agreed to pay this
Promissory Note, Lender’s right of set-off will extend to Borrower’s interest
in the obligation. Lender’s right of set-off will not apply to an account or
other obligation if it clearly appears that Borrower’s rights in the obligation
are solely as a fiduciary for another or to an account, which by its nature and
applicable law (for example an IRA or other tax deferred retirement account),
must be exempt from the claims of creditors. Borrower hereby appoints Lender as
Borrower’s attorney-in-fact and authorizes Lender to redeem or obtain payment
of any certificate of deposit in which Borrower has an interest in order to
exercise Lender’s right of set-off. Such authorization applies to any
certificate of deposit even if not matured. Borrower further authorizes Lender
to withhold any early withdrawal penalty without liability against Lender in
the event such penalty is applicable as a result of Lender’s set-off against a
certificate of deposit prior to its maturity.


(g)        Successors
and Assigns: The provisions of this Promissory Note shall be binding upon
and for the benefit of the successors, assigns, heirs, executors and
administrators of Lender and Borrower. 
Borrower may not assign any of its rights or delegate any of its
obligations under this Promissory Note (or any part thereof).


(h)        Other
Parties Liable:  All promises, waivers, agreements and conditions
applicable to Borrower shall likewise be applicable to and binding upon any
other parties primarily or secondarily liable for the payment of this
Promissory Note, including all guarantors, endorsers and sureties.


(i)         Modifications:
Any modifications agreed to by Lender relating to the release of liability of
any of the parties primarily or secondarily liable for the payment of this
Promissory Note, or relating to the release, substitution, or subordination of
all or part of the security for this Promissory Note, shall in no way
constitute a release of liability with respect to the other parties or security
not covered by such modification.


(j)         Borrower’s
Address for Notice:  All notices required to be sent by Lender to
Borrower shall be sent by United States Mail, postage prepaid, to Borrower’s
Address for Notice stated on the first page of this Promissory Note, until
Lender shall receive written notification from Borrower of a new address for
notice.


(k)        Lender’s
Address for Payment: All sums payable by Borrower to Lender shall be paid
at Lender’s Address for Payment stated on the first page of this Promissory
Note, until Lender shall notify Borrower of a new address for payment.


(1)        CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.


                                       (i)                                     THIS PROMISSORY NOTE AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS NOTE MAY AT LENDER’S OPTION BE INSTITUTED IN THE
STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN
THE COUNTY OF NEW YORK, STATE OF NEW YORK OR, AT THE LENDER’S OPTION, IN THE
COURTS OF ANY OTHER JURISDICTION WHERE THE LENDER ELECTS TO BRING SUCH SUIT,



 8
 









 


ACTION OR PROCEEDING OR WHERE ANY
COLLATERAL MAY BE FOUND, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR
HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT,
ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE
BORROWER AND EACH SUBSIDIARY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO THE BORROWER AT THE BORROWER’S ADDRESS FOR NOTICES SET FORTH IN OR
DETERMINED PURSUANT TO SECTION 12.01 OF THE LOAN AGREEMENT.


                                        (ii)                               BORROWER AND LENDER EACH HEREBY
WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS PROMISSORY NOTE, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  BORROWER REPRESENTS THAT IT HAS REVIEWED THIS
WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  IN THE
EVENT OF LITIGATION, A COPY OF THIS PROMISSORY NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.


(m)          Time of Essence: Time is of the essence in Borrower’s
performance of all duties and obligations imposed by this Promissory Note.


(n)           Business Use: Borrower represents and warrants to
Lender that the proceeds of this Promissory Note will be used solely for the
purposes permitted in the Loan Agreement.


 


	
  

  	
   

  	
  THE WORNICK COMPANY, a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ LARRY L. ROSE

  
	
   

  	
   

  	
   

  	
  Name: Larry L. Rose

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The Wornick Company

  Attention: Larry L. Rose

  President and CEO

  4700 Creek Road

  Cincinnati, Ohio 45242

  



 



 9