AMENDMENT NO. 6 TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TWC HOLDING LLC
Exhibit 3.3
AMENDMENT NO. 6
TO THE
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
TWC HOLDING LLC
This Amendment No. 6 (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 8, 2006, 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 pages 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, (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, and (v) Amendment No. 5 to the Limited Liability Company Operating Agreement, dated as of May 1, 2006, between Veritas and the Member named therein (collectively, the “Operating Agreement”); and
WHEREAS, Veritas and the Newly Admitted Members desire to amend the Operating Agreement to reflect the admission of the Newly Admitted Members and certain other changes;
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, 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 to reflect (i) the admission of the Newly Admitted Members as Additional Class B Members, (ii) the elimination of the entire Class B Membership Interest of Xxx Xxxxxx
by reason of termination of his employment, (iii) the elimination of the entire Class B Membership Interests of Xxxxx Xxxx and Xxx Xxxxxxx by reason of voluntarily relinquishment of such interests, (iv) the increase of the Class B Membership Interests of Xxxxxxx X. Xxxxxxxx, Xxxxx Xxxxx and Xxx Xxxxxxx, and (v) 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 condition 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 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.
THE VERITAS CAPITAL FUND II, L.P. |
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By: |
/s/ Xxxxxx XxXxxx |
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Authorized Signatory |
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ADDITIONAL CLASS B MEMBERS: |
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By: |
/s/ Xxxx Xxxxx |
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Xxxx Xxxxx |
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By: |
/s/ Xxxx Xxxxxxxxxx |
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Xxxx Xxxxxxxxxx |
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By: |
/s/ Xxxxxxx XxXxxxxxxxx |
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Xxxxxxx XxXxxxxxxxx |
3
SCHEDULE A
Class A Members |
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Capital |
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Percentage of |
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Class A |
The Veritas Capital
Fund II, L.P. |
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$35,500,000 |
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94.6667% |
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87.3300% |
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Xxxxx X. Xxxx |
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$650,000 |
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1.7333% |
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1.5990% |
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Xxxxx Xxxxx |
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$400,000 |
(1) |
1.0667% |
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0.9840% |
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Xxx Xxxxxxx |
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$400,000 |
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1.0667% |
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0.9840% |
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Xxxxxxxx Xxxxxxx |
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$150,000 |
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0.4000% |
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0.3690% |
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Xxxxxxx Xxxxx |
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$100,000 |
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0.2667% |
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0.2460% |
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Xxxxx Xxxx |
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$100,000 |
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0.2667% |
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0.2460% |
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Xxxx Xxxxxxxxx |
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$100,000 |
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0.2667% |
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0.2460% |
(1) 50% of Xxxxx Xxxxx'x interest awarded to Xxx Xxxx Xxxxx, 1501 Jonquil, XxXxxxx, Xxxxx 00000 in divorce decree.
X-0
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Xxxxxx Xxxxxxxxx |
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$100,000 |
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0.2667% |
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0.2460% |
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Total Class A |
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$37,500,000 |
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100.0000% |
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92.2500% |
A-2
SCHEDULE B
Class B Members |
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Class B |
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Xxxxxxx X. Xxxxxxxx |
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2.7500% |
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Xxxxx Xxxxx |
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1.5000% |
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Xxxxxxx Xxxxx |
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0.3750% |
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Xxxx Xxxxxxxxx |
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0.5000% |
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Xxx Xxxxxxx |
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1.0000% |
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Xxxx Xxxxx |
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0.2500% |
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Xxxx Xxxxxxxxxx |
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0.5000% |
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Xxxxxxx XxXxxxxxxxx |
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0.5000% |
B-1
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General Xxxxx X.
XxXxxxxxx |
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0.1250% |
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Admiral Xxxxxx X.
Xxxxxxx |
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0.1250% |
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Admiral Xxxxxxxx X.
Xxxxx, Xx. |
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0.1250% |
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Total Class B |
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7.7500% |
B-2