AMENDMENT NO. 2 TO NO-TRANSFER AGREEMENT

Exhibit 99.31

 

 

EXECUTION COPY

 

 

May 7, 2004

 

 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC

Perryville Corporate ▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

 

 

AMENDMENT NO. 2 TO NO-TRANSFER AGREEMENT

 

 

Ladies and Gentlemen:

 

Reference is made to the No-Transfer Agreement dated April 9, 2004 (as amended by Amendment No. 1 to the No-Transfer Agreement dated May 4, 2004, the “No-Transfer Agreement”), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd., a Bermuda Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”)  Terms defined in the No-Transfer Agreement are used herein as defined therein.

 

The Companies have requested that the Security Holders agree to amend the No-Transfer Agreement and the Security Holders are willing to so agree upon the terms and conditions of this Amendment No. 2 to the No-Transfer Agreement (the “Amendment No. 2”).  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 No-Transfer Agreement shall be amended as follows:

 

1.01.  Termination of Agreement.  Section 6(a)(i) of the No-Transfer Agreement is hereby amended to read in its entirety as follows:

 

“(i)          May 19, 2004, if the Form S-4 has not been declared effective by such date;”

 

 

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 Amendment No. 2. The execution and delivery of counterparts of this Amendment No. 2 by each of the Companies and each of the Security Holders not later than May 7, 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 either of the Companies on or before May 7, 2004.

 

Section 3.  Miscellaneous.  Except as herein provided, the terms and conditions set forth in the No-Transfer Agreement shall continue unchanged and in full force and effect.  This Amendment No. 2 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 Amendment No. 2 to be executed and delivered by its duly authorized officers as of the date first written above.

 

	Very truly yours,
	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LTD.
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title: Vice President & Deputy General Counsel
	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title: Vice President & Deputy General Counsel

 

 

 

	Security Holder:
	▇▇▇▇▇ Fargo Bank, N.A.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Vice President

 

 

	Security Holder:
	▇▇▇▇▇▇ Advisors, LLC
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇
	Title: SVP

 

 

 

 

 

	Security Holder:
	▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation Fund, Inc.
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title: Portfolio Manager

 

 

 

 

	Security Holder:
	▇▇▇▇▇▇▇ ▇▇▇▇▇ International Investment Fund
	- MLIIF Global Allocation Fund
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title: Portfolio Manager

 

 

 

 

 

	Security Holder:
	▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable Series Fund, Inc. -
	▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation V.I. Fund
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title: Portfolio Manager

 

 

 

 

 

	Security Holder:
	▇▇▇▇▇▇▇ ▇▇▇▇▇ Series Funds, Inc. - Global
	Allocation Strategy Portfolio
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title: Portfolio Manager

 

 

 

 

 

	Security Holder:
	Tribeca Investments Ltd.
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇
	Title: Chief Financial Officer           Tribeca Management LLC

 

 

 

	Security Holder:
	Highbridge Capital Corporation
	By: Highbridge Capital Managerment, LLC
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title: Portfolio Manager

 

 

 

 

	Security Holder:
	SPECIAL VALUE ABSOLUTE RETURN FUND, LLC
	By:	SVAR/MM, LLC
	Its:	Managing Member
	By:	▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC
	Its:	Managing Member
	By:	▇▇▇▇▇▇▇▇▇▇ & Co., LLC
	Its:	Managing Member
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
	Title: Managing Partner

 

 

	Security Holder:
	SPECIAL VALUE BOND FUND II, LLC
	By:	SVIM/MSM II, LLC
	Its:	Managing Member
	By:	▇▇▇▇▇▇▇▇▇▇ & Co., LLC
	Its:	Managing Member
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
	Title: Managing Partner