AMENDMENT NO. 7 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC
Exhibit 3.1
AMENDMENT NO. 7
TO THE
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
TWC HOLDING LLC
This Amendment No. 7 (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 January 24, 2007, by The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”).
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, as amended by (i) Amendment No. 1 to the Limited Liability Company Operating Agreement, dated as of August 18, 2004, among Veritas and the Members named therein, (ii) Amendment No. 2 to the Limited Liability Company Operating Agreement, dated as of April 11, 2005, among Veritas and the Members named therein, (iii) Amendment No. 3 to the Limited Liability Company Operating Agreement, dated as of November 11, 2005, among Veritas and the Members named therein, (iv) Amendment No. 4 to the Limited Liability Company Operating Agreement, dated as of March 31, 2006, between Veritas and the Member named therein, (v) Amendment No. 5 to the Limited Liability Company Operating Agreement, dated as of May 1, 2006, between Veritas and the Member named therein, and (vi) Amendment No. 6 to the Limited Liability Company Operating Agreement, dated as of November 8, 2006, among Veritas and the Members named therein (collectively, the “Operating Agreement”); and
WHEREAS, Veritas desires to amend the Operating Agreement to reflect an additional Capital Contribution by Veritas in the amount of $5,000,000 and certain other changes;
NOW, THEREFORE, in consideration of the mutual agreements made herein, Veritas hereby agrees 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 January 11, 2007, Veritas makes, pursuant to Section 3.5 of the Operating Agreement, an additional Capital Contribution in the amount of $5,000,000.
3. Schedule A to the Operating Agreement is hereby amended to reflect (i) the Capital Contributions of the Class A Members after deducting therefrom the prior Distributions to the Class A Members, (ii) the additional Capital Contribution made by
Veritas pursuant to paragraph 2 hereof and (iii) the resulting changes to the Class A Percentage Interests of all Class A Members.
4. All other terms of the Operating Agreement shall remain in full force and effect.
[The remainder of this page is intentionally left blank.]
2
IN WITNESS WHEREOF, Veritas has executed this Amendment as of the date first above written.
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THE VERITAS CAPITAL FUND II, L.P. |
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By: |
/s/ Xxxxxx X. XxXxxx |
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Authorized Signatory |
3
SCHEDULE A
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Class A Members |
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Capital |
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Percentage of |
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Class A |
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The
Veritas Capital Fund II, L.P. |
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$ |
18,289,314 |
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96.0674 |
% |
88.6222 |
% |
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Xxxxx
X. Xxxx |
|
$ |
243,325 |
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1.2781 |
% |
1.1791 |
% |
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Xxxxx
Xxxxx |
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$ |
149,739 |
(1) |
0.7865 |
% |
0.7256 |
% |
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Xxx
Xxxxxxx |
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$ |
149,739 |
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0.7865 |
% |
0.7256 |
% |
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Xxxxxxxx
Xxxxxxx |
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$ |
56,152 |
|
0.2949 |
% |
0.2721 |
% |
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Xxxxxxx
Xxxxx |
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$ |
37,435 |
|
0.1966 |
% |
0.1814 |
% |
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Xxxxx
Xxxx |
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$ |
37,435 |
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0.1966 |
% |
0.1814 |
% |
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Xxxx
Xxxxxxxxx |
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$ |
37,435 |
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0.1966 |
% |
0.1814 |
% |
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Xxxxxx
Xxxxxxxxx |
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$ |
37,435 |
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0.1966 |
% |
0.1814 |
% |
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Total Class A |
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$ |
19,038,007 |
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100.0000 |
% |
92.2500 |
% |
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1 50% of Xxxxx Xxxxx’x interest awarded to Xxx Xxxx Xxxxx, 1501 Jonquil, XxXxxxx, Xxxxx 00000 in divorce decree.
A-1
