Exhibit
10.30


 


Amendment No. 4 to the 

Amended and Restated Limited Liability Company Operating Agreement


 


of


 


VGG HOLDING LLC


 


This Amendment No. 4
(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 November 30,
2007, by and among the Company, Golden Gate Capital Investment Fund II, L.P.,
Golden Gate Capital Investment Annex Fund II, L.P., Golden Gate Capital
Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II
(AI), L.P., Golden Gate Capital Associates II-QP, LLC, Golden Gate Capital
Associates II-AI, LLC, CCG AV, LLC-Series A, CCG AV, LLC-Series C,
CCG AV, LLC-Series I (collectively, the “Original Golden Gate Members”),
and CCG AV, LLC-Series E, a Delaware limited liability company and an
Affiliate of Original Golden Gate Members (the “Newly Admitted Member”).


 


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 amended by
Amendment No. 1 to the Amended and Restated Limited Liability Company
Operating Agreement, dated as of September 13, 2007, by and among the
Company and the Persons listed as Additional Class B Members on the signature
pages thereof, as further amended by Amendment No. 2 to the Amended
and Restated Limited Liability Company Operating Agreement, dated 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, and as further amended by Amendment No. 3 to the Amended and
Restated Limited Liability Company Operating Agreement, dated as of October 26,
2007, by and among the Company and the Persons listed as Additional Class B
Members on the signature pages thereof (the “Operating Agreement”);


 


WHEREAS, Golden Gate has
requested that the Capital Contributions made, and the Class A Membership
Interests held, by the Original Golden Gate Members be reallocated; and


 


WHEREAS, the Newly Admitted
Member is a Permitted Transferee of the Original Golden Gate Members in the
meaning of Section 8.1(b)(i) of the Operating Agreement and the
Original Golden Gate Members desire to Transfer from the aggregate Class A
Membership Interests held by the Original Golden Gate Members a 0.05242120% Class A
Membership Interest to the Newly Admitted Member;


 

















 


NOW, THEREFORE, in
consideration of the mutual agreements made herein, the Company, the Original
Golden Gate Members and the Newly Admitted Member 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)(i) of the Operating Agreement,
effective as of the date hereof, the Newly Admitted Member is hereby admitted
to the Company as an Additional Class A Member.


 


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 (i) the reallocation of the
Capital Contributions made, and the Class A Membership Interests held, by
the Original Golden Gate Members and (ii) the admission of the Newly
Admitted Member to the Company.


 


4.             All
other terms of the Operating Agreement shall remain in full force and effect
and by execution of this Amendment, the Newly Admitted Member 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.


 


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.


 


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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

  



 


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