AMENDMENT NO. 3 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC
Exhibit 3.1
AMENDMENT NO. 3
TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
This Amendment No. 3 (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 November 11, 2005, by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), the Persons listed as Relinquishing Class B Members on the signature page hereof (the “Relinquishing Class B Members”), 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 (i) Amendment No. 1 to the Limited Liability Company Operating Agreement dated as of August 18, 2004 among Veritas and the Members named therein and (ii) Amendment No. 2 to the Limited Liability Company Operating Agreement dated as of April 11, 2005 among Veritas and the Members named therein (collectively, the “Operating Agreement”); and
WHEREAS, Veritas, the Relinquishing Class B Members and the Newly Admitted Members desire to amend the Operating Agreement to reflect (i) the elimination of the Class B Membership Interests of the Relinquishing Class B Members and (ii) the admission of the Newly Admitted Members;
NOW, THEREFORE, in consideration of the mutual agreements made herein, Veritas, the Relinquishing Class B Members 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, (i) each of the Relinquishing Class B Members hereby voluntary relinquishes his entire Class B Membership Interest for good and valuable consideration, the receipt of which is hereby acknowledged by the Relinquishing Members, and (ii) each of the Newly Admitted Members is hereby admitted to the Company as Additional Class B Member.
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 entire Class B Membership Interests of the Relinquishing Class B Members and (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, the Relinquishing Members 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/ [ILLEGIBLE] |
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Authorized Signatory |
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RELINQUISHING CLASS B MEMBERS: |
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Xxxxxxxx Xxxxxxx |
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Xxxxxx Xxxxxxxxx |
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ADDITIONAL CLASS B MEMBERS: |
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Xxxxx Xxxxx |
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Xxx Xxxxxxx |
3
IN WITNESS WHEREOF, each of Veritas, the Relinquishing Members 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: |
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Authorized Signatory |
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ADDITIONAL CLASS B MEMBERS: |
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/s/ Xxxxx Xxxxx |
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Xxxxx Xxxxx |
3
IN WITNESS WHEREOF, each of Veritas, the Relinquishing Members 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: |
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Authorized Signatory |
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ADDITIONAL CLASS B MEMBERS: |
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/s/ Xxx Xxxxxxx |
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Xxx Xxxxxxx |
3
IN WITNESS WHEREOF, each of Veritas, the Relinquishing Members 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: |
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Authorized Signatory |
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RELINQUISHING CLASS B MEMBERS: |
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/s/ Xxxxxxxx Xxxxxxx |
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Xxxxxxxx Xxxxxxx |
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3
IN WITNESS WHEREOF, each of Veritas, the Relinquishing Members 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: |
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Authorized Signatory |
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RELINQUISHING CLASS B MEMBERS: |
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/s/ Xxxxxx Xxxxxxxxx |
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Xxxxxx Xxxxxxxxx |
3
SCHEDULE A
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Class A |
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Capital |
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Percentage of |
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Percentage |
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Class A Members |
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Contribution |
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Class A Interests |
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Interest |
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The Veritas Capital Fund II, L.P. |
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$ |
35,500,000 |
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94.6667 |
% |
88.0400 |
% |
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Xxxxx X. Xxxx |
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$ |
650,000 |
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1.7333 |
% |
1.6120 |
% |
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Xxxxx Xxxxx |
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$ |
400,000 |
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1.0667 |
% |
0.9920 |
% |
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Xxx Xxxxxxx |
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$ |
400,000 |
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1.0667 |
% |
0.9920 |
% |
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Xxxxxxxx Xxxxxxx |
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$ |
150,000 |
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0.4000 |
% |
0.3720 |
% |
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Xxxxxxx Xxxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2480 |
% |
A-1
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Class A |
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Capital |
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Percentage of |
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Percentage |
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Class A Members |
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Contribution |
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Class A Interests |
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Interest |
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Xxxxx Xxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2480 |
% |
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Xxxx Xxxxxxxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2480 |
% |
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Xxxxxx Xxxxxxxxx |
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$ |
100,000 |
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0.2667 |
% |
0.2480 |
% |
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$ |
37.500.000 |
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100.0000 |
% |
93.0000 |
% |
A-2
SCHEDULE B
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Class B |
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Class B Members |
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Percentage Interest |
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Xxxxxxx X. Xxxxxxxx |
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2.500 |
% |
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Xxx Xxxxxxx |
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1.500 |
% |
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Xxxxx Xxxxx |
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1.000 |
% |
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Xxxxxxx Xxxxx |
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0.375 |
% |
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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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Xxx Xxxxxx |
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0.250 |
% |
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Xxx Xxxxxxx |
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0.250 |
% |
B-1
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Class B |
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Class B Members |
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Percentage Interest |
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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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7.000 |
% |
B-2