Exhibit 10.17


 


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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