Exhibit 10.29


 


Amendment No. 3 to the 

Amended and Restated Limited Liability Company Operating Agreement


 


of


 


VGG HOLDING LLC


 


This
Amendment No. 3 (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 October 26, 2007, by and among the Company 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 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 September 13, 2007, by and among the Company
and the Persons listed as Class B Members on the signature pages thereof,
and 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 (the “Operating Agreement”); and


 


WHEREAS,
the Board of Managers of the Company has approved the issuance of Class B
Percentage Interests to the Newly Admitted Members and desires to admit the
Newly Admitted Members to the Company as Additional Class B Members;


 


NOW,
THEREFORE, in consideration of the mutual agreements made herein, the Company
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.             In
accordance with Sections 3.3 and 7.1(a) of the Operating
Agreement, effective as of the date hereof, 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 the names, addresses, Capital
Contributions, Class A Percentage Interests and Class B Percentage
Interests of the Members after the admission of the Newly Admitted Members to
the Company.


 

















 


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


 


[The remainder of this page is
intentionally left blank.]


 


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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