Exhibit
10.18


 


NOVATION AGREEMENT


 


The Wornick Company, a corporation duly organized and
existing under the laws of Nevada with its principal office in Blue Ash, Ohio
(“Transferor”); The Wornick Company Right Away Division, L.P., a limited
partnership duly organized and existing under the laws of Delaware with its
principal office in Blue Ash, Ohio (“Transferee”); and the UNITED STATES OF
AMERICA (“Government”) enter into this Agreement as of July 1, 2004.


 


(a)          
THE PARTIES AGREE TO THE FOLLOWING FACTS:


(1)          
The Government, represented by various Contracting Officers of the Defense
Supply Center-Philadelphia, has entered into certain contracts with the
Transferor, as shown in the attached list marked “Exhibit A” and incorporated in this Agreement by reference.
The term “the contracts,” as used in this Agreement, means the above contracts
and purchase orders and all other contracts and purchase orders, including all
modifications, made between the Government and the Transferor before the effective
date of this Agreement (whether or not performance and payment have been
completed and releases executed if the Government or the Transferor has any
remaining rights, duties, or obligations under these contracts and purchase
orders). Included in the term “the contracts” are also all modifications made
under the terms and conditions of these contracts and purchase orders between
the Government and the Transferee, on or after the effective date of this
Agreement.


(2)          
As of June 30, 2004, the Transferor has transferred to the Transferee the
contracts and substantially all of the tangible assets of the Transferor
located in Ohio by virtue of various assignments between the Transferor and the
Transferee.


(3)          
The Transferee has acquired the contracts and substantially all of the tangible
assets of the Transferor located in Ohio by virtue of the above transfer.


(4)          
The Transferee has assumed all obligations and liabilities of the Transferor
under the contracts by virtue of the above transfer.


(5)          
The Transferee is in a position fully to perform all obligations that may exist
under the contracts.


(6)          
It is consistent with the Government’s interest to recognize the Transferee as
the successor party to the contracts.


(7)          
Evidence of the above transfer has been filed with the Government.


(b)          
IN CONSIDERATION OF THESE FACTS, THE PARTIES AGREE THAT BY THIS AGREEMENT-


 


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(1)          
The Transferor confirms the transfer to the Transferee, and waives any claims
and rights against the Government that it now has or may have in the future in
connection with the contracts.


(2)          
The Transferee agrees to be bound by and to perform each contract in accordance
with the conditions contained in the contracts. The Transferee also assumes all
obligations and liabilities of, and all claims against, the Transferor under
the contracts as if the Transferee were the original party to the contracts.


(3)          
The Transferee ratifies all previous actions taken by the Transferor with
respect to the contracts, with the same force and effect as if the action had
been taken by the Transferee.


(4)          
The Government recognizes the Transferee as the Transferor’s successor in
interest in and to the contracts. The Transferee by this Agreement becomes
entitled to all rights, titles, and interests of’ the Transferor in and to the
contracts as if the Transferee were the original party to the contracts.
Following, the effective date of this Agreement, the term “Contractor,” as used
in the contracts, shall refer to the Transferee.


(5)          
Except as expressly provided in this Agreement, nothing in it shall be
construed as a waiver of any rights of the Government against the Transferor.
Transferor shall remain liable and responsible in all respects for the
performance of the Contracts.


(6)          
All payments and reimbursements previously made by the Government to the
Transferor, and all other previous actions taken by the Government under the
contracts, shall be considered to have discharged those parts of the
Government’s obligations under the contracts. All payments and reimbursements
made by the Government after the date of this Agreement in the name of or to
the Transferor shall have the same force and effect as if made to the
Transferee, and shall constitute a complete discharge of the Government’s
obligations under the contracts, to the extent of the amounts paid or
reimbursed.


(7)          
The Transferor and the Transferee agree that the Government is not obligated to
pay or reimburse either of them for, or otherwise give effect to, any costs,
taxes, or other expenses, or any related increases, directly or indirectly
arising Out of or resulting from the transfer or this Agreement, other than
those that the Government in the absence of this transfer or Agreement would
have been obligated to pay or reimburse under the terms of the contracts.


(8)          
The Transferor guarantees payment of all liabilities and the performance of all
obligations that the Transferee (i) assumes under this Agreement or (ii) may
undertake in the future should these contracts be modified under their terms
and conditions. The Transferor waives notice of, and consents to, any such
future modifications.


(9)          
The contracts shall remain in full force and effect, except as modified by this
Agreement.  Each party has executed this agreement as of the day and year
first above written.


 


 


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  THE WORNICK COMPANY,

   a Nevada corporation (“Transferor”) 

  	
   

  	
  THE WORNICK COMPANY
  RIGHT AWAY DIVISION, L.P.,

  a Delaware limited partnership (“Transferee”) 

  
	
  By: 

  	
  /s/ Larry L. Rose

  	
   

  	
  By: 

  	
  /s/ Keith Frase 

  
	
   

  	
  Larry L. Rose,
  President

  	
   

  	
   

  	
  Keith Frase, President
  of the General Partner

  
	
  UNITED STATES OF AMERICA 

  	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Diane Fernandez 

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Diane Fernandez 

  Title: Administrative Contracting Officer

  	
   

  	
   

  	
   

  



 


CERTIFICATE


 


1, Susan M. Ledingham, certify that I am the Secretary
of The Wornick Company, a Nevada corporation; that Larry L. Rose, who signed
this Agreement for this corporation, was then President of this corporation;
and that this Agreement was duly signed for and on behalf of this-corporation
by authority of its governing body and within the scope of its corporate
powers.


Witness. my hand and the seal of this corporation this
12th day of August, 2004


	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Susan M. Ledingham

  
	
   

  	
   

  	
   

  	
   

  	
  Susan M. Ledingham

  



 


 


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CERTIFICATE


 


I, Thomas J. Campbell. certify that I am the Secretary
of the sole General Partner of The Wornick Company Right Away Division, L.P., a
Delaware limited partnership; that Keith Frase, who signed this Agreement for
the General Partner on behalf of this limited partnership, was then President
of the sole General Partner of this limited partnership, and that this
Agreement was duly signed for and an behalf of this limited partnership by
authority of its governing body and within the scope of its partnership powers.


Witness. my hand and the seal of this limited
partnership this 18th day of August, 2004


	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Thomas J. Campbell

  
	
   

  	
   

  	
   

  	
   

  	
  Thomas J. Campbell

  



 


 


 


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Exhibit “A”


 


 


1.                                            
Contract
SP0300-00-D-Z106, Meals, Ready to Eat. ICQ Firm Fixed Price; Base year and 2
option years. Effective dates: 09Feb00 to 21Nov02.


 


2.                                            
Contract
SPM300-03-D-Z107, Meals, Ready to Eat. ICQ Firm Fixed Price; Base year and 2
option years. Effective dates: 31Mar03 to 17Dec05.


 


3.                                            
Contract
SP0300-99-D-Z206, Unitized Group Ration—A. IDIQ Firm Fixed Price; Base year and
4 option years, Effective dates: 22Jul99 to 22Jul04.


 


4.                                            
Contract
SPM300-03-D-Z137, MRE Components Toaster Pastry and Shortbread Cookie. ICQ Firm
Fixed Price; Base year and 2 option years. Effective dates: 02Oct03 to 01Oct06.


 


S.                                           
Contract
SPM300-02-D-Z203, TOTM National Guard. BPA; Renewable Annually. Effective date:
10Apr2002 to 25Mar2005.


 


6.                                            
Contract
SPM300-04-D-Z200, TOTM Air National Guard. BPA; Renewable Annually. Effective
date: 26Mar04 to 25Mar05.


 


7.                                            
Contract
SP0300-02-D-0002, CORANET II. R&D IQ; Cost Reimbursable. 2 year base and 5
one year options.


 


 


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