AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC
Exhibit 3.3
AMENDMENT NO.
1
TO THE
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
TWC HOLDING LLC
This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Operating Agreement of TWC Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of August 18, 2004, by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), the Class A Members and Class B Members listed on the signature pages hereof and the Persons listed as Additional Members on the signature pages hereof (the “Additional Members”).
WHEREAS, the Company was formed pursuant to that certain Limited Liability Company Operating Agreement dated as of June 30, 2004 among Veritas and certain named employees of the Wornick Group (the “Operating Agreement”); and
WHEREAS, Veritas, the Class A Members, the Class B Members and the Additional Members desire to amend the Operating Agreement to reflect (i) the admission of the Additional Members and (ii) to make certain other amendments;
NOW, THEREFORE, in consideration of the mutual agreements made herein, Veritas, the Class A Members, the Class B Members and the Additional Members hereby agree to amend the Operating Agreement as follows:
1. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Operating Agreement.
2. Effective as of the date of this Amendment the Persons listed as Additional Members on the signature pages hereof are hereby admitted to the Company as Additional Class B Members.
3. The last sentence of Section 3.3 of the Operating Agreement is hereby amended to read in its entirety as follows:
“In no event shall the aggregate Class B Percentage Interests exceed 7.875%.”
4. Schedule A and Schedule B to the Operating Agreement are hereby amended in the forms annexed hereto to reflect the admission of General XxXxxxxxx, Admiral Xxxxxxx and Admiral Xxxxx as Additional Class B Members and the resulting changes to the Class A Percentage Interests of all Class A Members.
5. All other terms of the Operating Agreement shall remain in full force and effect and by their execution of this Amendment, the Additional Members make the representations and warranties set forth in Section 5.2 of the Operating Agreement and agree to be bound by all of the terms and conditions of the Operating Agreement applicable to the Members.
6. This Amendment may be executed in several counterparts, and all counterparts so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart.
2
IN WITNESS WHEREOF, each of Veritas, the Class A Members, the Class B Members and the Additional Members have executed this Amendment as of the date first above written.
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THE VERITAS CAPITAL FUND II, L.P. |
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By: |
/s/ Xxxxxx X. XxXxxx |
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Authorized Signatory |
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CLASS A MEMBERS AND CLASS B
MEMBERS:
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/s/ Xxxxx Xxxxx |
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/s/ Xxxxx X. Xxxx |
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Xxxxx Xxxxx |
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Xxxxx X. Xxxx |
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/s/ Xxxxxxxx Xxxxxxx |
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/s/ Xxx Xxxxxxx |
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Xxxxxxxx Xxxxxxx |
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Xxx Xxxxxxx |
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/s/ Xxxxx Xxxx |
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/s/ Xxxxxxx Xxxxx |
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Xxxxx Xxxx |
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Xxxxxxx Xxxxx |
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/s/ Xxxxxx Xxxxxxxxx |
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/s/ Xxxx Xxxxxxxxx |
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Xxxxxx Xxxxxxxxx |
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Xxxx Xxxxxxxxx |
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ADDITIONAL MEMBERS:
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/s/ General Xxxxx X. XxXxxxxxx |
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General Xxxxx X. XxXxxxxxx |
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/s/ Admiral Xxxxxx X. Xxxxxxx |
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Admiral Xxxxxx X. Xxxxxxx |
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/s/ Admiral Xxxxxxxx X. Xxxxx, Xx. |
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Admiral Xxxxxxxx X. Xxxxx, Xx. |
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Capital |
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Percentage of |
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Class A |
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The Veritas Capital Fund II, L.P. |
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$ |
35,500,000 |
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94.6667 |
% |
87.2117 |
% |
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Xxxxx X. Xxxx |
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$ |
650,000 |
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1.7333 |
% |
1.5968 |
% |
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Xxxxx Xxxxx |
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$ |
400,000 |
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1.0667 |
% |
0.9827 |
% |
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Xxx Xxxxxxx |
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$ |
400,000 |
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1.0667 |
% |
0.9827 |
% |
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Xxxxxxxx Xxxxxxx |
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$ |
150,000 |
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0.4000 |
% |
0.3685 |
% |
A-1
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Class A Members |
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Capital |
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Percentage of |
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Class A |
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Xxxxxxx Xxxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2457 |
% |
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Xxxxx Xxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2457 |
% |
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Xxxx Xxxxxxxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2457 |
% |
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Xxxxxx Xxxxxxxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2457 |
% |
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$ |
37,500,000 |
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100.0000 |
% |
92.1250 |
% |
A-2
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Class B Members |
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Class B |
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Xxxxx X. Xxxx |
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2.500 |
% |
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Xxxxx Xxxxx |
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1.500 |
% |
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Xxx Xxxxxxx |
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1.500 |
% |
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Xxxxxxxx Xxxxxxx |
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0.500 |
% |
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Xxxxxxx Xxxxx Vice President, Operations |
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0.375 |
% |
B-1
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Class B Members |
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Class B |
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Xxxxx Xxxx |
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0.375 |
% |
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Xxxx Xxxxxxxxx |
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0.375 |
% |
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Xxxxxx Xxxxxxxxx Vice President Supply Chain Management and Information Technology |
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0.375 |
% |
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General Xxxxx X. XxXxxxxxx |
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0.125 |
% |
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Admiral Xxxxxx X. Xxxxxxx |
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0.125 |
% |
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Admiral Xxxxxxxx X. Xxxxx, Xx. |
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0.125 |
% |
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7.875 |
% |
B-2
