THIRD EXTENSION OF COMMITMENTS

Exhibit 99.28

EXECUTION COPY

May 4, 2004

Xxxxxx Xxxxxxx LLC
Perryville Corporate Park
Service Xxxx Xxxx 000
Xxxxxxx, Xxx Xxxxxx 00000-0000

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 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 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, Xxxxxx & XxXxxx 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,
	XXXXXX XXXXXXX LLC
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:		Xxxxxxx Xxxxxxxx
	Title:		Vice President and Treasurer

	Purchaser:
	Xxxxx Fargo Bank, N.A.
	By:	/s/ Xxxx Xxxxxxx
	Name:		XXXX XXXXXXX
	Title:		SVP

	Purchaser:
	Xxxxxx Advisors, LLC
	By:	/s/ Xxxx Xxxxxxx
	Name:		XXXX XXXXXXX
	Title:		SVP

	Purchaser:
	Xxxxxxx Xxxxx Global Allocation Fund, Inc.
	By:	/s/ Xxx XX Xxxxxx
	Name:		XXX XX XXXXXX
	Title:		Associate Portfolio Manager

	Purchaser:
	Xxxxxxx Xxxxx International Investment Fund - MLIIF Global Allocation Fund
	By:	/s/ Xxx XX Xxxxxx
	Name:		XXX X.X. XXXXXX
	Title:		Associate Portfolio Manager

	Purchaser:
	Xxxxxxx Xxxxx Variable Series Fund, Inc. - Xxxxxxx Xxxxx Global Allocation V.I. Fund
	By:	/s/ Xxx XX Xxxxxx
	Name:		XXX XX XXXXXX
	Title:		Associate Portfolio Manager

	Purchaser:
	Xxxxxxx Xxxxx Series Funds, Inc. - Global Allocation Strategy Portfolio
	By:	/s/ Xxx XX Xxxxxx
	Name:		XXX X.X. XXXXXX
	Title:		Associate Portfolio Manager

	Purchaser:
	Tribeca Investments Ltd.
	By:	/s/ Xxxxx Xxxxxx
	Name:		XXXXX XXXXXX
	Title:		Chief Financial Officer Tribeca Investments Ltd.

	Purchaser:
	Highbridge Capital Corporation
	By: Highbridge Capital Management, LLC
	By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title: Portfolio Manager
	Address:
	0 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
	Tel: (000) 000-0000
	Fax: (000) 000-0000

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

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