SECOND EXTENSION OF COMMITMENTS
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Exhibit 99.27
EXECUTION COPY
April 12, 2004
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▇▇▇▇▇▇▇ LLC
Perryville Corporate Park
Service Road East 173
Clinton, New Jersey 08809-4000
SECOND EXTENSION OF COMMITMENTS
Ladies and Gentlemen:
Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004, the "Commitment Letter"), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, a Delaware limited liability company (the "Company") and the entities listed on Schedule 1 thereto (the "Purchasers"), in connection with the proposed repayment of approximately $120,000,000 of certain funded debt of the Company. Terms defined in the Commitment Letter are used herein as defined therein.
The Company has requested that the Purchasers consent to a second extension of the Commitment Letter and the Purchasers are willing to so consent upon the terms and conditions of this letter (the "Letter"). Accordingly, the parties hereto hereby agree as follows:
Section 1. Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Commitment Letter shall be amended as follows:
1.01. Termination of Commitment. Section 7(c) of the Commitment Letter is hereby amended to read in its entirety as follows:
"(c) [intentionally omitted];"
Section 2. Conditions. The amendments set forth in Section 1 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions:
(a) Execution of this Letter. The execution and delivery of counterparts of this Letter by the Company and each of the Purchasers not later than April 12, 2004; and
(b) Payment of Fees. The payment of any outstanding invoices for fees and expenses incurred by Saybrook Restructuring Advisors, LLC and Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, with respect to which invoices have been delivered to the Company on or before April 9, 2004.
Section 3. Miscellaneous. Except as herein provided, the terms and conditions set forth in the Commitment Letter shall continue unchanged and in full force and effect. This letter shall be governed by, and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this Commitment Letter to be executed and delivered by its duly authorized officers as of the date first written above.
| Very truly yours, | ||||||
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC |
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By: |
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| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
| Title: | Vice President & Treasurer | |||||
Purchaser: |
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▇▇▇▇▇ Fargo Bank, N.A. |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: SVP |
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Purchaser: |
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▇▇▇▇▇▇ Advisors, LLC |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||
| 3Title: | SVP | |||||
Purchaser: |
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation Fund, Inc. |
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By: /s/ ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ Title: Director of MLIM, Authorized Signatory |
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Purchaser: |
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▇▇▇▇▇▇▇ ▇▇▇▇▇ International Investment Fund—MLIIF Global Allocation Fund |
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By: |
/s/ ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ Title: Director of MLIM, Authorized Signatory |
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Purchaser: |
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series Fund, Inc.—▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation V.I. Fund |
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By: |
/s/ ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ Title: Director of MLIM, Authorized Signatory |
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Purchaser: |
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Series Funds, Inc.—Global Allocation Strategy Portfolio |
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By: |
/s/ ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ Title: Director of MLIM, Authorized Signatory |
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Purchaser: |
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Tribeca Investments Ltd. |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer |
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Purchaser: |
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Highbridge Capital Corporation |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Portfolio Manager |
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| Purchaser: | ||||||
SPECIAL VALUE ABSOLUTE RETURN FUND, LLC |
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| By: | SVAR/MM, LLC | |||||
| Its: | Managing Member | |||||
| By: | ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC | |||||
| Its: | Managing Member | |||||
| By: | ▇▇▇▇▇▇▇▇▇▇ & Co., LLC | |||||
| Its: | Managing Member | |||||
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Managing Partner |
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Purchaser: |
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SPECIAL VALUE BOND FUND II, LLC |
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| By: | SVIM/MSM II, LLC | |||||
| Its: | Managing Member | |||||
| By: | ▇▇▇▇▇▇▇▇▇▇ & Co., LLC | |||||
| Its: | Managing Member | |||||
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Managing Partner |
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SECOND EXTENSION OF COMMITMENTS