THIRD AMENDMENT TO

               SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF

                                  GGPLP L.L.C.



         THIS THIRD AMENDMENT (the "Third Amendment") is made and entered into

on the 30th day of October, 2002, by and among the undersigned parties.



                              W I T N E S S E T H:

                              - - - - - - - - - -



         WHEREAS, a Delaware limited liability company known as GGPLP L.L.C.

(the "Company") exists pursuant to the Delaware Limited Liability Company Act

and that certain Second Amended and Restated Operating Agreement dated April 17,

2002, as amended (the "Restated Agreement"); and



         WHEREAS, the parties hereto, being all of the holders of Common Units,

Series A Preferred Units and Series B Preferred Units (as such terms are defined

in the Restated Agreement), desire to amend the Restated Agreement to set forth

certain understandings among them.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein contained and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto do hereby agree

as follows:



         1. CAPITALIZED TERMS. Capitalized terms used but not defined herein

shall have the definitions assigned to such terms in the Restated Agreement, as

amended hereby.



         2. AMENDMENT TO SECTION 7 OF SCHEDULE B. Section 7 of Schedule B to the

Restated Agreement is hereby amended by deleting the phrase "April 23" each time

it appears therein and substituting "October 30, 2002" in its place and stead.



         3. AMENDMENT TO SECTION 4.3(i)(ii) OF THE RESTATED AGREEMENT. Sections

4.3(i)(ii)(B) through (D) of the Restated Agreement are hereby amended by

replacing them in their entirety with the following:



                           "(B) The Company shall not, and shall not permit any

                  of its Subsidiaries or Investment Affiliates to, create,

                  incur, assume or permit to exist any Lien on any property or

                  asset now owned or hereafter acquired by it, or assign or sell

                  any income or revenues (including accounts receivable) or

                  rights in respect thereof, pursuant to any arrangement

                  relating to Parent Indebtedness (excluding from the definition

                  of Parent Indebtedness for this purpose any guarantee

                  obligations of Parent Group in respect of primary obligations

                  of the Company or any of its Subsidiaries or Investment

                  Affiliates), except for Liens arising out of any arrangement

                  referred to on Schedule 3.aa to the Purchase Agreement (which

                  arrangements are hereby approved) but only to the extent that

                  the Parent Indebtedness outstanding at any time relating to

                  such arrangement does not exceed the maximum



{PAGE}







                  amount of Parent Indebtedness that may be incurred in

                  connection with such arrangement in accordance with the terms

                  thereof as of April 17, 2002 (but nothing contained herein

                  shall prohibit the extension of such arrangements in

                  accordance with the existing extension options relating

                  thereto).



                           (C) The Company shall not, and shall not permit any

                  of its Subsidiaries or Investment Affiliates to, incur, assume

                  or permit to exist any Guarantee of Parent Indebtedness

                  (excluding from the definition of Parent Indebtedness for this

                  purpose any guarantee obligations of Parent Group in respect

                  of primary obligations of the Company or any of its

                  Subsidiaries or Investment Affiliates) by any member of the

                  Consolidated Group or any Investment Affiliate other than

                  Guarantees arising out of any arrangement referred to on

                  Schedule 3.aa to the Purchase Agreement (which arrangements

                  are hereby approved) but only to the extent that the Parent

                  Indebtedness outstanding at any time relating to such

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC