Execution
Copy


Exhibit
10.03


FIRST
AMENDMENT TO INTERCREDITOR AGREEMENT


This FIRST
AMENDMENT TO INTERCREDITOR AGREEMENT is dated as of November 13,
2007 (this “Amendment”) between U.S. Bank National Association, in its
capacity as trustee under the Indenture (as defined below) and as secured party
under the Security Agreement (as defined in the Indenture) (together with its
successors in such capacities, the “Trustee”), and DDJ TOTAL RETURN LOAN
FUND, L.P., as assignee of Texas State Bank and the lender under the Credit
Agreement (as defined below) (together with its successors in such capacities,
the “Lender”).


WHEREAS, The Wornick
Company, a Delaware corporation (the “Issuer”), the Guarantors (as
defined in the Indenture) and the Trustee are parties to that certain
Indenture, dated as of June 30, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, the “Indenture”);


WHEREAS, the Issuer,
the Subsidiaries and the Lender (as assignee of Texas State Bank) are parties
to that certain Loan Agreement, dated as of June 30, 2004 (as amended by the
First Amendment thereto dated as of March 16, 2007, the Second Amendment
thereto dated as of November      , 2007, and as
further amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”);


WHEREAS, the Trustee
and the Lender (as assignee of Texas State Bank) are parties to that certain
Intercreditor Agreement, dated as of June 30, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”);


WHEREAS, the Issuer
has requested and the Lender has agreed to make certain modifications with
respect to the availability of the Revolving Loan; and


WHEREAS, the Trustee
and the Lender wish to amend the Intercreditor Agreement as provided herein.


NOW, THEREFORE, in
consideration of the foregoing and the agreements contained herein, the parties
agree that the Intercreditor Agreement is hereby amended as follows:


1.             Capitalized Terms.  Any capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the
Intercreditor Agreement, as amended by this Amendment.


2.             Amendment to Intercreditor Agreement.  Section 1.1 of the Intercreditor
Agreement is hereby amended by deleting the defined term  “Maximum Amount” and replacing such
defined term in its entirety with the new definition of such term, all as more
fully set forth below:


“‘Maximum Amount’ means, at any time, an aggregate amount of
Credit Facility Indebtedness incurred and outstanding at such time (plus any Refinancing Indebtedness incurred to retire,
defease, refinance, replace or refund such Credit


 


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Facility
Indebtedness) not to exceed $27.5 million, plus all
related interest, fees, indemnities, costs and expenses.”


3.             Representations and Warranties.


                (a)           In order to induce the Lender to
agree to the amendments set forth herein, the Trustee hereby makes the
following representations and warranties, each of which shall survive the execution
and delivery of this Amendment:


(i)            based solely on the representations
made by the Holders of the Notes, the Trustee has entered into this Amendment
pursuant to the written direction of Holders of the Notes holding in excess of
two-thirds of the outstanding principal amount thereof;


(ii)           this Amendment has been duly executed
and delivered by the Trustee; and


(iii)          based solely on the representations
made by the Holders of the Notes, the First Supplemental Indenture dated as of
November      , 2007 to the Indenture has been duly
executed and delivered by the Trustee pursuant to the written direction of
Holders of the Notes holding in excess of two-thirds of the outstanding
principal amount thereof.


                (b)           In order to induce the Lender to
agree to the amendments set forth herein, the Issuer, by its acknowledgment
below, hereby makes the following representations and warranties, each of which
shall survive the execution and delivery of this Amendment:


(i)            the Trustee has entered into this
Amendment pursuant to the written direction of Holders of the Notes holding the
requisite amount of the outstanding principal thereof;


(ii)           the Trustee has executed and
delivered the First Supplemental Indenture dated as of November      ,
2007 (the “Supplemental Indenture”) to the Indenture pursuant to the
written direction of Holders of the Notes holding the requisite amount of the
outstanding principal thereof and such First Supplemental Indenture has become
effective in accordance with its terms; and


(iii)          the Obligations (as defined in the
Credit Agreement) in the aggregate principal amount of up to $27,500,000,
together with all related interest, fees, indemnities, costs and expenses,
constitute Indebtedness permitted under the Indenture and the Notes, the Liens
securing such Obligations constitute Liens permitted under the Indenture and
the Notes and such Liens are and shall be senior in priority to the Liens of
the Trustee as provided in Section 2.1 of the Intercreditor Agreement.


4.             Miscellaneous.


(a)           This Amendment shall not operate as a waiver of any
defenses, rights and claims of any party under the Intercreditor Agreement with
respect to the Make-Whole Premium and Redemption Fee (both, as defined in the
Credit Agreement).


(b)           Except to the extent specifically amended hereby, the
Intercreditor Agreement and all related documents shall remain in full force
and effect.  Whenever the terms or
sections amended hereby shall be referred to in the Intercreditor Agreement or
such other documents (whether directly 


 


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or by incorporation into other defined
terms), such defined terms shall be deemed to refer to those terms or sections
as amended by this Amendment.


(c)           This Amendment may be executed in any number of counterparts,
each of which, when executed and delivered, shall be an original, but all
counterparts shall together constitute one instrument.


(d)           This Amendment shall be governed by the laws of the State
of New York, and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


[Signature
pages follow.]


 


3

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment which shall be deemed to be a
sealed instrument as of the date first above written.


 


	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Lawrence J. Bell

  	
   

  
	
   

  	
   

  	
  Name: Lawrence J. Bell

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DDJ TOTAL RETURN LOAN FUND, L.P.,

  
	
   

  	
   

  	
  as Senior Creditor and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GP Total Return, LP, its General Partner

  
	
   

  	
   

  	
  By:

  	
  GP Total Return, LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  DDJ Capital Management, LLC, Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name: David J. Breazzano

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
  Acknowledged solely for purposes of

  	
   

  	
   

  
	
  Section 3(b):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE WORNICK COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Jon P. Geisler

  	
   

  	
   

  	
   

  
	
  Name:  Jon P. Geisler

  	
   

  	
   

  
	
  Title:  President & CEO

  	
   

  	
   

  
							



 

















 


                By their signature
below, each of the undersigned Holders accepts the terms of the foregoing
Amendment and acknowledges and agrees as follows:


                (a)           Such
Holder shall not initiate or join in any action or proceeding challenging or
contesting, or in any other manner challenge or contest, the validity, binding
nature, enforceability or effectiveness of this Amendment or the Supplemental
Indenture.


                (b)           The
incurrence by the Issuer or any Guarantor of Indebtedness pursuant to the
Credit Agreement in an aggregate amount incurred and outstanding at any time
pursuant to Section 4.7(b) of the Indenture as purported to be amended by the
Supplemental Indenture, and the Liens securing such Indebtedness, are
permitted.


                (c)           Notwithstanding
any such challenge or contest by any other Person or the outcome thereof, the
Liens of the Trustee for the benefit of itself and the Holders in and to the
Collateral are and shall be subordinate in priority to the Liens of the Senior
Creditor in and to the Collateral as and to the extent provided in the
Intercreditor Agreement as purported to be amended by this Amendment.


                (d)           This
shall constitute a direction of such Holder to the Trustee to refrain from
taking any action or position inconsistent with the foregoing paragraphs (a) —
(c), and such Holder agrees to not revoke such direction.


                (e)           The
foregoing paragraphs (a) — (d) shall be binding on the successors, assigns
and/or transferees of each of the undersigned Holders.


                (f)            Capitalized
terms used herein but not defined in this Amendment shall have the same
meanings as defined in the Indenture.


Dated: November     ,
2007


 


	
   

  	
   

  	
  B IV CAPITAL PARTNERS,
  L.P.

  
	
   

  	
   

  	
  By:

  	
  GP Capital IV, LLC, its
  General Partner

  
	
   

  	
   

  	
  By:

  	
  DDJ Capital Management,
  LLC,

  
	
   

  	
   

  	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DDJ HIGH YIELD FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: DDJ Capital
  Management, LLC,

  
	
   

  	
   

  	
  its attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
							



 

















 


	
   

  	
   

  	
  GMAM INVESTMENT FUNDS TRUST II, for the

  
	
   

  	
   

  	
  account of the Promark Alternative High Yield Bond

  
	
   

  	
   

  	
  Fund (Account No. 7M2E)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: DDJ Capital Management, LLC, on behalf of

  
	
   

  	
   

  	
  GMAM Investment Funds Trust II, for the account of

  
	
   

  	
   

  	
  the Promark Alternative High Yield Bond Fund, in
  its

  
	
   

  	
   

  	
  capacity as investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David
  J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781)
  283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GMAM INVESTMENT FUNDS TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: DDJ Capital
  Management, LLC,

  
	
   

  	
   

  	
  on behalf of GMAM
  Investment Funds Trust, in its 

  
	
   

  	
   

  	
  capacity as investment
  manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL MOTORS WELFARE
  BENEFIT 

  
	
   

  	
   

  	
  TRUST (VEBA)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: State Street Bank and
  Trust Company, solely in 

  
	
   

  	
   

  	
  its capacity as Trustee
  for General Motors Welfare 

  
	
   

  	
   

  	
  Benefit Trust (VEBA) as
  directed by DDJ Capital 

  
	
   

  	
   

  	
  Management, LLC, and not
  in its individual capacity

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jason R. Butler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jason R. Butler

  
	
   

  	
   

  	
  Title:

  	
  Vice President State
  Street Bank &

  
	
   

  	
   

  	
   

  	
  Trust Co.

  
	
   

  	
   

  	
   

  
						



 

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GMAM INVESTMENT FUNDS
  TRUST II, for the

  
	
   

  	
   

  	
  account of the Promark
  Alternative High Yield Bond 

  
	
   

  	
   

  	
  Fund (Account No. 7MWD)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: DDJ Capital
  Management, LLC,

  
	
   

  	
   

  	
  on behalf of GMAM
  Investment Funds Trust II for 

  
	
   

  	
   

  	
  the account of the Promark
  Alternative High Yield 

  
	
   

  	
   

  	
  Bond Fund, in its capacity
  as investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DDJ CAPITAL MANAGEMENT
  GROUP

  
	
   

  	
   

  	
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  DDJ Capital Management, LLC, Investment 

  
	
   

  	
   

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STICHTING PENSIOENFONDS
  HOOGOVENS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  DDJ Capital Management, LLC, on

  
	
   

  	
   

  	
  behalf of Stichting
  Pensioenfonds Hoogovens, in its 

  
	
   

  	
   

  	
  capacity as Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
						



 

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE OCTOBER FUND, LIMITED
  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: October G.P., LLC, its
  General Partner

  
	
   

  	
   

  	
  By:  DDJ Capital Management, LLC, Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DDJ/ONTARIO CREDIT
  OPPORTUNITIES

  
	
   

  	
   

  	
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  GP DDJ/Ontario Credit Opportunities, L.P.,
  its 

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
  By:  GP Credit Opportunities, Ltd., its General 

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MULTI-STYLE, MULTI-MANAGER
  FUNDS PLC 

  
	
   

  	
   

  	
  THE GLOBAL HIGH YIELD FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  DDJ Capital Management, LLC, on

  
	
   

  	
   

  	
  behalf of Multi-Style,
  Multi-Manager Funds PLC,

  
	
   

  	
   

  	
  The Global High Yield
  Fund, in its capacity as

  
	
   

  	
   

  	
  Money Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 

















 


	
   

  	
   

  	
  DDJ TOTAL RETURN LOAN
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  GP Total Return, LP, its General Partner

  
	
   

  	
   

  	
  By:  GP Total Return, LLC, its General Partner

  
	
   

  	
   

  	
  By:  DDJ Capital Management, LLC, Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J. Breazzano

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Breazzano

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
  Fax:

  	
  (781) 283-8541

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AIG GLOBAL INVESTMENT
  CORP.

  
	
   

  	
   

  	
  as investment adviser
  and/or subadviser

  
	
   

  	
   

  	
  for various funds and
  accounts

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tatiana Iliczewa

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tatiana Iliczewa

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  QDRF Master Ltd

  
	
   

  	
   

  	
  Quadrangle Debt
  Opportunities Fund Master Ltd

  
	
   

  	
   

  	
  Quadrangle Debt Recovery
  Income Fund Master Ltd

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Quadrangle Debt Recovery Advisors LP, their
  

  
	
   

  	
   

  	
  advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Weinstock

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Weinstock

  
	
   

  	
   

  	
  Title:

  	
  Managing Principal

  
	
   

  	
   

  	
   

  
						



 

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CSAM Funding I

  
	
   

  	
   

  	
  CSAM Funding II

  
	
   

  	
   

  	
  CSAM Funding III

  
	
   

  	
   

  	
  CSAM Funding IV

  
	
   

  	
   

  	
  Atrium CDO

  
	
   

  	
   

  	
  Atrium II

  
	
   

  	
   

  	
  Atrium III

  
	
   

  	
   

  	
  Atrium IV

  
	
   

  	
   

  	
  Castle Garden Funding

  
	
   

  	
   

  	
  Credit Suisse Syndicated
  Loan Fund

  
	
   

  	
   

  	
  Madison Park Funding I,
  Ltd.

  
	
   

  	
   

  	
  CS High Yield Focus CBS,
  Ltd.

  
	
   

  	
   

  	
  Atrium V

  
	
   

  	
   

  	
   By:  Credit Suisse Alternative Capital, Inc., as
  

  
	
   

  	
   

  	
  collateral manager

  
	
   

  	
   

  	
  Madison Park Funding II,
  Ltd.

  
	
   

  	
   

  	
   By:  Credit Suisse Alternative Capital, Inc., as

  
	
   

  	
   

  	
  collateral manager

  
	
   

  	
   

  	
  Madison Park Funding III,
  Ltd.

  
	
   

  	
   

  	
   By:  Credit Suisse Alternative Capital, Inc., as
  

  
	
   

  	
   

  	
  collateral manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew H. Marshak

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew H. Marshak

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
  Fax:

  	
  (212) 538-8290