THIRD EXTENSION OF COMMITMENTS
Exhibit 99.28
EXECUTION COPY
May 4, 2004
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC
Perryville Corporate Park
Service ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
THIRD 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 and the Second Extension of Commitments dated April 12, 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 third 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(a) of the Commitment Letter is hereby amended to read in its entirety as follows:
“(a) May 7, 2004;”
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 May 4, 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 May 4, 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 |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
Purchaser: |
|||
|
|
|
|||
|
|
|
|||
|
|
▇▇▇▇▇ Fargo Bank, N.A. |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
|
|
Title: |
SVP |
|
|
|
|
Purchaser: |
|||
|
|
|
|||
|
|
|
|||
|
|
▇▇▇▇▇▇ Advisors, LLC |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
|
|
Title: |
SVP |
|
|
|
|
Purchaser: |
|||
|
|
|
|||
|
|
|
|||
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Allocation Fund, Inc. |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Title: |
Associate Portfolio Manager |
|
|
|
|
Purchaser: |
|||
|
|
|
|||
|
|
|
|||
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇
International Investment Fund |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇ ▇.▇. ▇▇▇▇▇▇ |
|
|
|
|
Title: |
Associate Portfolio Manager |
|
|
|
|
Purchaser: |
|||
|
|
|
|||
|
|
|
|||
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇ Variable
Series Fund, Inc. - |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Title: |
Associate Portfolio Manager |
|
|
|
|
Purchaser: |
|||
|
|
|
|||
|
|
|
|||
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇ Series
Funds, Inc. - Global |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇ ▇.▇. ▇▇▇▇▇▇ |
|
|
|
|
Title: |
Associate Portfolio Manager |
|
|
|
|
Purchaser: |
|||
|
|
|
|||
|
|
|
|||
|
|
Tribeca Investments Ltd. |
|||
|
|
|
|||
|
|
|
|||
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Title: |
Chief Financial Officer |
|
|
|
|
Purchaser: |
||
|
|
|
||
|
|
|
||
|
|
Highbridge Capital Corporation |
||
|
|
|
||
|
|
By: Highbridge Capital Management, LLC |
||
|
|
|
||
|
|
|
||
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
|
|
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
|
|
|
Title: Portfolio Manager |
|
|
|
|
|
||
|
|
Address: |
||
|
|
|
||
|
|
▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ |
||
|
|
|
||
|
|
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ |
||
|
|
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ |
||
|
|
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: |
|
|
||
|
|
Security Holder: |
||||
|
|
|
||||
|
|
|
||||
|
|
SPECIAL VALUE ABSOLUTE
RETURN |
||||
|
|
|
||||
|
|
By: |
SVAR/MM, LLC |
|||
|
|
Its: |
Managing Member |
|||
|
|
By: |
▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC |
|||
|
|
Its: |
Managing Member |
|||
|
|
By: |
▇▇▇▇▇▇▇▇▇▇ & Co., LLC |
|||
|
|
Its: |
Managing Member |
|||
|
|
|
||||
|
|
|
||||
|
|
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
||
|
|
Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
||
|
|
Title: |
|
|
||