Exhibit (b)(2)
J.P. MORGAN SECURITIES
270 Park Avenue
New York, New York 10017
JPMORGAN CHASE BANK, N.A.
270 Park Avenue
New York, New York 10017
May 7, 2007
Edge Acquisition LLC
c/o Sterling Capital Partners, LLC
1033 Skokie Boulevard, Suite 600
Northbrook, IL 60062
Facsimile: (847) 480-0199
Attention: Tom D. Wippman
Ladies and Gentlemen:
Reference is made to the Commitment Letter and the exhibits and annexes thereto, dated as of January 28, 2007 (as amended, supplemented or otherwise modified, the “Commitment Letter”), among Edge Acquisition, LLC (“Edge” or “you”), J.P. Morgan Securities Inc. (“JPMorgan”) and JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”; together with JPMorgan, the “Commitment Parties”). Terms defined in the Commitment Letter, unless otherwise defined herein, are used in this amendment (this “Amendment”) with the meanings given such terms in the Commitment Letter.
The parties hereto agree that the tenth paragraph of the Commitment Letter is amended by replacing “May 31, 2007” with “June 30, 2007”.
Except as expressly stated herein, all of the terms and provisions of the Commitment Letter are and shall remain in full force and effect. The amendment provided for herein is limited to the specific provision of the Commitment Letter specified herein and shall not constitute a consent, waiver or amendment of, or an indication of any party’s willingness to consent to any action requiring consent under or to waive or amend any other provisions of the Commitment Letter.
This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
THIS LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be duly executed and delivered by their properly and duly authorized officers as of the day and year first above written.
| J.P. MORGAN SECURITIES INC. | |||
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| By: | /s/ Peter G. DeMaria |
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| Name: | Peter G. DeMaria | ||
| Title | Managing Director | ||
| JPMORGAN CHASE BANK, N.A. | |
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| By: | /s/ Neil R. Boylan |
| Name: | Neil R. Boylan |
| Title | Managing Director |
Accepted and agreed to as of the date first above written: |
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EDGE ACQUISITION, LLC |
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By: | /s/ Lee McGee | ||
Name: | Lee McGee | ||
Title | Vice President | ||
