Exhibit 10.28


 


Amendment No. 2 to the


Amended and Restated Limited Liability Company Operating Agreement


 


of


 


VGG HOLDING LLC


 


This
Amendment No. 2 (this “Amendment”) to the Amended and Restated
Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware
limited liability company (the “Company”), is entered into and shall be
effective as of September 21, 2007, by and among the Company, TCW/Crescent
Mezzanine Partners IV, L.P., a Delaware limited partnership, TCW/Crescent
Mezzanine Partners IVB, L.P., a Delaware limited partnership, MAC Equity
Holdings, LLC, a Delaware limited liability company and Newstone Capital
Partners, L.P., a Delaware limited partnership (collectively, the “Transferees”).


 


WHEREAS,
the Company was formed pursuant to that certain Limited Liability Company
Operating Agreement, dated as of July 13, 2007, as amended and restated by
that certain Amended and Restated Limited Liability Company Operating
Agreement, dated as of August 15, 2007, by and among the Persons listed as
Class A Members on the signature pages thereof as amendment by
Amendment No.1 to the Amended and Restated Limited Liability Company Operating
Agreement, dated September 13, 2007 by and among the Company and the
Persons listed as Class B Members on the signature pages thereof (the
“Operating Agreement”); and


 


WHEREAS,
pursuant to Section 8.1(b)(ii) of the Operating Agreement, Goldman
desires to Transfer an aggregate of 3.96304305% Class A Percentage
Interests to the Transferees (the “Transaction”); and


 


WHEREAS,
each of Veritas and Golden Gate have approved the Transaction


 


NOW,
THEREFORE, in consideration of the mutual agreements made herein, the Company
and the Transferee 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.             In accordance with Section 8.1(b)(ii) of the
Operating Agreement, effective as of the date hereof, each Transferee is
hereby admitted to the Company as a Class A Member, For the avoidance of
doubt, each Transferee shall not be an Investor or a Special Member for
purposes of the Operating Agreement.


 


3.             Schedule A to the Operating Agreement
is hereby amended in the form annexed hereto to reflect the names, addresses,
Capital Contributions and Class A Percentage Interests of the Members
after the admission of the Transferees to the Company.


 

















 


4.             Section 12.1 of the
Operating Agreement is hereby amended to (i) replace the “and” before
subsection (D) with “,” and add the following immediately before the period:


 


and
(E) each Class A Member other than an Investor or a Special Member to
the extent that any such amendment (i) adversely affects the Percentage
Interest of a Class A Member other than an Investor or a Special Member
(except as otherwise permitted pursuant to this Agreement), (ii) adversely
affects any payments to which a Class A Member other than an Investor or a
Special Member has become entitled pursuant to this Agreement or (iii) adversely
affects the right of a Class A Member other than an Investor or a Special
Member under Article III, Article VIII, Section 5.1, Section 9.2
and this Section 12.1(E) (and related definitions) in a manner that
is adverse materially and disproportionately to such Class A Member as
compared to the other Class A Members


 


5.             All other terms of the Operating Agreement shall
remain in full force and effect and by execution of this Amendment, each
Transferee makes the representations and warranties set forth in Section 5.2
of the Operating Agreement and agrees 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.


 


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remainder of this page is intentionally left blank.]


 


2

















 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the
date first above written. 


 


	
   

  	
  VGG HOLDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hugh D. Evans

  
	
   

  	
   

  	
  Name:

  	
  Hugh D. Evans

  
	
   

  	
   

  	
  Title: 

  	
  Secretary

  



 


[signature page to Amendment No. 2 to Operating Agreement]