AMENDMENT NO. 2 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC
Exhibit 3.1
AMENDMENT NO.
2
TO THE
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
TWC HOLDING LLC
This Amendment No. 2 (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 April 11, 2005, by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), and the Persons listed as Additional Class B Members on the signature page hereof (the “Newly Admitted 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, as amended by Amendment No. 1 to the Limited Liability Company Operating Agreement dated as of August 18, 2004 among Veritas and the Members named therein (collectively, the “Operating Agreement”); and
WHEREAS, Veritas and the Newly Admitted Members desire to amend the Operating Agreement to reflect (i) the elimination of the Class B Membership Interests of Xxxxx X. Xxxx and Xxxxx Xxxxx by reason of the termination of their employment by the Wornick Group and (ii) the admission of the Newly Admitted Members;
NOW, THEREFORE, in consideration of the mutual agreements made herein, Veritas and the Newly Admitted 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 Newly Admitted Members are hereby admitted to the Company as Additional Class B Members.
3. Schedule A and Schedule B to the Operating Agreement are hereby amended in the forms annexed hereto to reflect (i) the elimination of the Class B Membership Interests of Xxxxx X. Xxxx and Xxxxx Xxxxx by reason of the termination of their employment by the Wornick Group, (ii) the admission of the Newly Admitted Members as Additional Class B Members 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 and by their execution of this Amendment, the Newly Admitted 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.
5. 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 and the Newly Admitted Members 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 |
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ADDITIONAL CLASS B MEMBERS: |
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/s/ Xxxxxxx X. Xxxxxxxx |
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Xxxxxxx X. Xxxxxxxx |
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/s/ Xxx Xxxxxx |
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Xxx Xxxxxx |
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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. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. XxXxxx |
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$ |
35,500,000 |
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94.6667 |
% |
88.3950 |
% |
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Xxxxx X. Xxxx 0000 Xxxxx 00xx Xxxxxx, Xxxxx 000 XxXxxxx, XX 00000 |
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$ |
650,000 |
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1.7333 |
% |
1.6185 |
% |
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Xxxxx Xxxxx The Wornick Company Right Away Division X.X. Xxx 00 XxXxxxx, Xxxxx 00000-0000 |
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$ |
400,000 |
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1.0667 |
% |
0.9960 |
% |
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Xxx Xxxxxxx The Xxxxxxx Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxx 00000 |
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$ |
400,000 |
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1.0667 |
% |
0.9960 |
% |
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Xxxxxxxx Xxxxxxx The Wornick Company Right Away Division X.X. Xxx 00 XxXxxxx, XX 00000-0000 |
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$ |
150,000 |
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0.4000 |
% |
0.3735 |
% |
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Xxxxxxx Xxxxx The Xxxxxxx Company Right Away Division X.X. Xxx 00 XxXxxxx, XX 00000-0000 |
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$ |
100,000 |
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0.2667 |
% |
0.2490 |
% |
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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Xxxxx Xxxx The Wornick Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxx 00000 |
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$ |
100,000 |
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0.2667 |
% |
0.2490 |
% |
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Xxxx Xxxxxxxxx The Xxxxxxx Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000-0000 |
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$ |
100,000 |
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0.2667 |
% |
0.2490 |
% |
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Xxxxxx Xxxxxxxxx The Wornick Company Right Away Division X.X. Xxx 00 XxXxxxx, XX 00000-0000 |
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$ |
100,000 |
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0.2667 |
% |
0.2490 |
% |
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$ |
37,500,000 |
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100.0000 |
% |
93.3750 |
% |
A-2
SCHEDULE B
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Class B Members |
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Class B |
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Xxxxxxx X. Xxxxxxxx The Xxxxxxx Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxx 00000 |
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2.500 |
% |
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Xxx Xxxxxxx The Wornick Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxx 00000 |
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1.500 |
% |
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Xxxxxxxx Xxxxxxx The Xxxxxxx Company Right Away Division X.X. Xxx 00 XxXxxxx, XX 00000-0000 |
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0.500 |
% |
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Xxxxxxx Xxxxx The Wornick Company Right Away Division X.X. Xxx 00 XxXxxxx, XX 00000-0000 |
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0.375 |
% |
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Xxxxx Xxxx The Xxxxxxx Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxx 00000-0000 |
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0.375 |
% |
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Xxxx Xxxxxxxxx The Wornick Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000-0000 |
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0.375 |
% |
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Xxxxxx Xxxxxxxxx The Xxxxxxx Company Right Away Division X.X. Xxx 00 XxXxxxx, XX 00000-0000 |
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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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Xxx Xxxxxx The Wornick Company 00000 Xxxxxxx Xxxx Xxxxxxxxxx, Xxxx 00000-0000 |
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0.250 |
% |
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General Xxxxx X. XxXxxxxxx BR XxXxxxxxx Associates LLC 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000X Xxxxxxxxx, XX 00000 |
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0.125 |
% |
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Admiral Xxxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxx, XX 00000 |
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0.125 |
% |
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Admiral Xxxxxxxx X. Xxxxx, Xx. 00 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
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0.125 |
% |
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6.625 |
% |
B-2
