EXTENSION OF COMMITMENTS
Exhibit 99.26
[Execution Copy]
April 5, 2004
Xxxxxx Xxxxxxx LLC
Perryville Corporate Park
Service Road East 173
Clinton, New Jersey 08809-4000
EXTENSION OF COMMITMENTS
Ladies and Gentlemen:
Reference is made to the Commitment Letter dated February 4, 2004 (the “Commitment Letter”), among Xxxxxx Xxxxxxx 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 the 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) April 12, 2004;”
1.02. Terms of Upsized Notes. Schedule 2 of the Commitment Letter is hereby deleted and replaced in its entirety by Schedule 2 hereto.
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 6, 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, Xxxxxx & XxXxxx LLP, with respect to which invoices have been delivered to the Company on or before April 2, 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.
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Very truly yours, |
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XXXXXX XXXXXXX LLC |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Vice President and Treasurer |
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Purchaser: |
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Xxxxx Fargo Bank, N .A. |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Senior Vice President |
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Purchaser: |
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Sutter Advisors |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Senior Vice President |
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Purchaser: |
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Xxxxxxx Xxxxx Global Allocation Fund, Inc. |
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By: |
/s/ Xxxx X’Xxxxxxx |
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Name: |
Xxxx X’Xxxxxxx |
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Title: |
Director MLIM, Authorized Signatory |
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Purchaser: |
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Xxxxxxx Xxxxx International Investment Fund |
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- MLIIF Global Allocation Fund |
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By: |
/s/ Xxxx X’Xxxxxxx |
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Name: |
Xxxx X’Xxxxxxx |
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Title: |
Director MLIM, Authorized Signatory |
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Purchaser: |
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Xxxxxxx Xxxxx Variable Series Fund, Inc. - |
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Xxxxxxx Xxxxx Global Allocation V.I. Fund |
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By: |
/s/ Xxxx X’Xxxxxxx |
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Name: |
Xxxx X’Xxxxxxx |
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Title: |
Director MLIM, Authorized Signatory |
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Purchaser: |
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Xxxxxxx Xxxxx Series Funds, Inc. - Global |
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Allocation Strategy Portfolio |
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By: |
/s/ Xxxx X’Xxxxxxx |
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Name: |
Xxxx X’Xxxxxxx |
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Title: |
Director MLIM, Authorized Signatory |
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Purchaser: |
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Tribeca Investments Ltd. |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Chief Financial Officer |
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Purchaser: |
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Highbridge Capital Corporation |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Portfolio Manager |
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Purchaser: |
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SPECIAL VALUE ABSOLUTE RETURN FUND, LLC |
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By: |
SVAR/MM, LLC |
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Its: |
Managing Member |
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By: |
Xxxxxxxxxx Capital Partners, LLC |
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Its: |
Managing Member |
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By: |
Xxxxxxxxxx & Co., LLC |
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Its: |
Managing Member |
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By: |
/s/ Xxxx Xxxxxxxxxx |
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Name: |
Xxxx Xxxxxxxxxx |
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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 |
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Its: |
Managing Member |
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By: |
Xxxxxxxxxx & Co., LLC |
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Its: |
Managing Member |
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By: |
/s/ Xxxx Xxxxxxxxxx |
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Name: |
Xxxx Xxxxxxxxxx |
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Title: |
Managing Partner |
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