UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 3, 2006
 
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | | 000-29472 | | 23-1722724
(State or Other Jurisdiction of | | (Commission File Number) | | (IRS Employer
Incorporation) | | | | Identification No.)
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85248
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 7.01 Regulation FD Disclosures.
     As previously disclosed, on September 14, 2006, Amkor Technology, Inc. (the “Company”) announced that it was soliciting consents from the holders of its following series of notes: (i) $400.0 million aggregate outstanding principal amount of 9.25% Senior Notes due 2016 (CUSIP No. 031652AW0), (ii) $250.0 million aggregate outstanding principal amount of 7 1/8% Senior Notes due 2011 (CUSIP No. 031652AT7), (iii) $425.0 million aggregate outstanding principal amount of 7.75% Senior Notes due 2013 (CUSIP Nos. 031652AQ3, 031652AP5), (iv) approximately $88.2 million aggregate outstanding principal amount of 9.25% Senior Notes due 2008 (CUSIP No. 031652AM2), (v) approximately $21.9 million aggregate outstanding principal amount of 10.5% Senior Subordinated Notes due 2009 (CUSIP No. 031652AE0), (vi) approximately $142.4 million aggregate outstanding principal amount of 5% Convertible Subordinated Notes due 2007 (CUSIP Nos. 031652AH3, 031652AF7), and (vii) $190.0 million aggregate outstanding principal amount of 2.50% Convertible Senior Subordinated Notes due 2011 (CUSIP No. 031652AX8).
     In each case, the Company is seeking consents for a waiver of compliance by Amkor with certain covenants in the indentures governing each series of notes (the “Indentures”) and the consequences of any failure to comply therewith, including a waiver of any default or event of default that may have occurred, and the consequences thereof, from the failure by Amkor to file with the Securities and Exchange Commission (the “SEC”) and deliver copies thereof to the trustee and the holders of the notes, any report or other information as it would be required to file with the SEC under Section 13(a) or 15(d) of the Exchange Act of 1934 (including, without limitation, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006) and any related notices or reports.
     On October 3, 2006, Amkor announced, in the press release attached hereto as Exhibit 99.1, that it is amending the terms of the consent solicitation to extend the expiration date to October 5, 2006 for the consent solicitation for each series of notes. The second supplements to the consent solicitation statements delivered to the applicable holders of each series of the notes are furnished herewith as exhibits.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished herewith:
99.1 | | Press release dated October 3, 2006 regarding Amendment to the Company’s Consent Solicitation
99.2 | | Supplement #2 dated October 3, 2006 to Consent Solicitation Statement dated September 14, 2006, as supplemented by the Supplement thereto dated September 28, 2006, related to the Company’s 9.25% Senior Notes due 2016, 7 1/8% Senior Notes due 2011, 7.75% Senior Notes due 2013, 9.25% Senior Notes due 2008 and 10.5% Senior Subordinated Notes due 2009
99.3 | | Supplement #2 dated October 3, 2006 to Consent Solicitation Statement dated September 14, 2006, as supplemented by the Supplement thereto dated September 28, 2006, related to the Company’s 5% Convertible Subordinated Notes due 2007 and 2.50% Convertible Senior Subordinated Notes due 2011
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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 3, 2006 | Amkor Technology, Inc. |
| /s/ Kenneth T. Joyce |
| Kenneth T. Joyce |
| Executive Vice President and Chief Financial Officer |
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EXHIBIT 99.1
| | News Release
AMKOR AMENDS CONSENT SOLICITATION
CHANDLER, Ariz., October 3, 2006 — Amkor Technology, Inc. (NASDAQ: AMKR) previously announced that it is soliciting consents from the holders of its following series of notes: (i) $400.0 million aggregate outstanding principal amount of 9.25% Senior Notes due 2016 (CUSIP No. 031652AW0); (ii) $250.0 million aggregate outstanding principal amount of 7 ^1 / 8 % Senior Notes due 2011 (CUSIP No. 031652AT7); (iii) $425.0 million aggregate outstanding principal amount of 7.75% Senior Notes due 2013 (CUSIP Nos. 031652AQ3, 031652AP5); (iv) approximately $88.2 million aggregate outstanding principal amount of 9.25% Senior Notes due 2008 (CUSIP No. 031652AM2); (v) approximately $21.9 million aggregate outstanding principal amount of 10.5% Senior Subordinated Notes due 2009 (CUSIP No. 031652AE0); (vi) approximately $142.4 million aggregate outstanding principal amount of 5.0% Convertible Subordinated Notes due 2007 (CUSIP Nos. 031652AH3, 031652AF7); and (vii) $190.0 million aggregate outstanding principal amount of 2.50% Convertible Senior Subordinated Notes due 2011 (CUSIP No. 031652AX8). Amkor is seeking consents for a waiver of compliance by Amkor with certain covenants in the indentures governing each series of notes and the consequences of any failure to comply therewith, including a waiver of any default or event of default that may have occurred, and the consequences thereof, from the failure by Amkor to file with the Securities and Exchange Commission (the “SEC”) and deliver copies thereof to the trustee and the holders of the notes, any report or other information as it would be required to file with the SEC under Section 13(a) or 15(d) of the Exchange Act of 1934 (including, without limitation, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006) and any related notices or reports.
Amkor announced today that it is amending the terms of the consent solicitation to extend the expiration date for the consent solicitation for each series of notes. The consent solicitation for each series of notes will now expire at 5:00 p.m., New York City time, on October 5, 2006, unless extended or earlier terminated for a particular series of notes. Holders may deliver their consents to the Tabulation Agent at any time before the expiration date.
The record date for determining the holders who are entitled to consent is August 15, 2006. The proposed waivers for a particular series of notes shall become effective for a particular series of notes upon receipt by the applicable trustee of an officers’ certificate from Amkor that the Requisite Consents have been received (and not revoked) and have been accepted for payment by Amkor.
Holders of each series of notes are referred to the Company’s Consent Solicitation Statement dated September 14, 2006, Supplement to Consent Solicitation Statement dated September 28, 2006 and Supplement #2 to Consent Solicitation Statement dated October 3, 2006 and the related Letter of Consent for that particular series of notes, which are being mailed to each holder, for the detailed terms and conditions of the consent solicitation.
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The Company has retained Global Bondholder Services Corporation to serve as its Information Agent and Tabulation Agent for the consent solicitation. Requests for documents should be directed to Global Bondholder Services at (866) 470-3800 or (212) 430-3774. The Company has also retained Jefferies & Company, Inc. to serve as Solicitation Agent for the consent solicitation. Questions concerning the terms of the consent solicitation should be directed to Jefferies & Company, Inc. at (888) 272-1901 (U.S. Toll-Free) or (917) 421-1901.
This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitations are being made solely pursuant to Amkor’s Consent Solicitation Statements dated September 14, 2006, Supplements to Consent Solicitation Statements dated September 28, 2006 and Supplements #2 to Consent Solicitation Statement dated October 3, 2006 and the related Letters of Consent.
About Amkor
Amkor is a leading provider of advanced semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronic design and manufacturing services. More information on Amkor is available from the company’s SEC filings and on Amkor’s web site:  www.amkor.com .
Forward-Looking Statement Disclaimer
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially include: the results and findings of the review being conducted by the Special Committee; the impact, if any, of such results or findings on the financial statements of the Company; restatement of the Company’s financial statements; the amount or materiality of any additional compensation expense; the Company’s ability to file required reports with the SEC on a timely basis; the Company’s ability to meet the requirements of the Nasdaq Stock Market for continued listing of the Company’s shares; the expenses related to the Special Committee’s review and restatement of the Company’s financial statements; and risks of litigation and governmental or other regulatory inquiry or proceedings arising out of or related to the Company’s historical stock option practices. Therefore, any forward-looking statements in this press release should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.
Contact:
Amkor Technology, Inc.
Jeffrey Luth
VP Corporate Communications
480-821-5000, ext. 5130
jluth@amkor.com

 
Exhibit 99.2
AMKOR TECHNOLOGY, INC.
SUPPLEMENT #2 TO
CONSENT SOLICITATION STATEMENT DATED SEPTEMBER 14, 2006,
AS SUPPLEMENTED BY THE SUPPLEMENT THERETO DATED SEPTEMBER 28, 2006
Solicitation of Consents Relating to Waivers
under the Indentures Governing the Following Series of Its Notes:
Title of Securities | | Principal Amount Outstanding | | CUSIP Number(s)
9.25% Senior Notes due 2016 | | $ | 400,000,000 | | | | 031652AW0 |
7^1/8% Senior Notes due 2011 | | $ | 250,000,000 | | | | 031652AT7 |
7.75% Senior Notes due 2013 | | $ | 425,000,000 | | | 031652AQ3, 031652AP5
9.25% Senior Notes due 2008 | | $ | 88,206,000 | | | | 031652AM2 |
10.5% Senior Subordinated Notes due 2009 | | $ | 21,882,000 | | | | 031652AE0 |
The Consent Solicitation for each series of Notes will expire at 5:00 p.m., New York City time, on October 5, 2006, unless otherwise extended or earlier terminated for a particular series of Notes (such time and date, as the same may be extended or earlier terminated for a particular series of Notes, the “Consent Date” for that particular series of Notes). You will be eligible to receive a Consent Fee for a particular series of Notes only if you validly deliver a consent prior to the Consent Date for that particular series of Notes (and do not properly revoke such consent prior to the date the Proposed Waivers become effective for that particular series of Notes). The Proposed Waivers for a particular series of Notes will become effective only upon receipt by the applicable Trustee of an officers’ certificate from Amkor certifying that valid Requisite Consents to the Proposed Waivers for that particular series of Notes have been received (and not properly revoked) and have been accepted for payment by Amkor, which effective date could be prior to the Consent Date for that particular series of Notes.
     If the Proposed Waivers for a particular series of Notes become effective, Amkor will be obligated to pay the Initial Consent Fee for that particular series of Notes and, if the Additional Conditions (as defined below) are satisfied or waived by Amkor, the Additional Consent Fee for that particular series of Notes, in each case to all Holders who have validly delivered a consent prior to the Consent Date for that particular series of Notes (and have not properly revoked such consent prior to the date the Proposed Waivers become effective for that particular series of Notes).
     This Supplement #2 (this “Supplement”) to the Consent Solicitation Statement dated September 14, 2006, as supplemented by the Supplement thereto dated September 28, 2006 (the “First Supplement” and, as so supplemented, the “Consent Solicitation Statement”), relating to a solicitation by Amkor Technology, Inc., a Delaware corporation (“Amkor” or “we”), of consents of Holders as of the Record Date of each of the series of Notes listed above, amends and supplements the Consent Solicitation Statement and the related Letter of Consent dated September 14, 2006, as supplemented by the First Supplement (as so supplemented, the “Letter of Consent”), as set forth below. Capitalized terms used but not defined in this Supplement have the respective meanings assigned to them in the Consent Solicitation Statement.
     This Supplement should be read together with the Consent Solicitation Statement and the related Letter of Consent. All references to and requirements regarding the Consent Solicitation Statement and the Letter of Consent contained in any document used by or on behalf of Amkor in connection with the Consent Solicitation shall be deemed to refer to the Consent Solicitation Statement and the Letter of Consent, respectively, as amended and supplemented by this Supplement. Except as set forth herein, all terms and conditions of the Consent Solicitation remain unchanged and in full force and effect.
     Holders who have not yet delivered their consents must still use the Letter of Consent previously mailed to such Holders to deliver their consents pursuant to the Consent Solicitation. Holders who have already properly delivered their consents pursuant to the Consent Solicitation need not take further action. Consents (whether previously or hereafter delivered) may only be revoked in the manner described in the Consent Solicitation Statement.
SUMMARY OF THE AMENDMENTS
     The Consent Solicitation Statement and the related Letter of Consent are being amended and supplemented, as described in more detail below under “Detailed Description of the Amendments,” to:
| • | | extend the Consent Date to 5:00 p.m., New York City time, on October 5, 2006; and
| • | | make certain changes to the text of the Proposed Waivers.
 
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company
The date of this Supplement is October 3, 2006

 
DETAILED DESCRIPTION OF THE AMENDMENTS
     The Consent Solicitation Statement and the related Letter of Consent are hereby amended and supplemented as follows:
| • | | Extension of Consent Date. We have extended the Consent Date for each series of Notes to 5:00 p.m., New York City time, on October 5, 2006, for each series of Notes, subject to our right to extend or earlier terminate for any particular series of Notes. Each reference to “5:00 p.m., New York City time, on October 3, 2006,” in the Consent Solicitation Statement and the related Letter of Consent is hereby amended to be “5:00 p.m., New York City time, on October 5, 2006.”
| • | | Changes to Text of Proposed Waivers. We have revised the text of the Proposed Waivers to be as follows:

| • | | compliance by Amkor with Sections 4.03 and 4.04 of the Indenture governing that particular series of Notes and the consequences of any failure to comply therewith, including the waiver of any Default or Event of Default that may have occurred, and the consequences thereof, from the failure by Amkor to file with the Securities and Exchange Commission (the “SEC”) prior to the applicable deadline specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to deliver to the applicable Trustee and the Holders of that particular series of Notes a copy of, any report or other information as it would be required to file with the SEC under Section 13(a) or 15(d) of the Exchange Act (including, without limitation, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 (the “Form 10-Q”)) and any related notices or reports (collectively the “SEC Reports”), or to comply with Section 4.03 or 4.04 of the Indenture; and
| • | | compliance by Amkor with Section 4.07 (Restricted Payments) of the Indenture governing that particular series of Notes in making the payment of any consent fee to Holders of any series of Notes or Convertible Notes that are subordinated to that particular series of Notes (the “Subordinated Notes”).

| | | To reflect the foregoing, the bullet points in each of the second full paragraph on the cover page of the Consent Solicitation, the first full paragraph under the heading “What are the Proposed Waivers?” in the Summary Term Sheet on page 1 of the Consent Solicitation Statement, the first full paragraph under the heading “The Proposed Waivers—Proposed Waivers” on page 10 of the Consent Solicitation Statement, and the fourth full paragraph under the heading “Consent to Proposed Waivers” on page 3 of the Letter of Consent, are hereby deleted in their entireties and replaced with the bullet points set forth above.
 
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The Information Agent and Tabulation Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
65 Broadway — Suite 723
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866) 470-3800
By Facsimile:
(For Eligible Institutions Only):
(212) 430-3775
Confirmation:
(212) 430-3774
By Mail, Overnight Courier or Hand Delivery:
65 Broadway — Suite 723
New York, New York 10006
     Requests for assistance in completing and delivering the Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent and other related documents should be directed to the Tabulation Agent.
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company, Inc.
12th Floor
520 Madison Avenue
New York, New York 10022
(888) 272-1901 (Call U.S. Toll-Free)
(917) 421-1901

 
Exhibit 99.3
AMKOR TECHNOLOGY, INC.
SUPPLEMENT #2 TO
CONSENT SOLICITATION STATEMENT DATED SEPTEMBER 14, 2006,
AS SUPPLEMENTED BY THE SUPPLEMENT THERETO DATED SEPTEMBER 28, 2006
Solicitation of Consents Relating to Waivers
under the Indentures Governing the Following Series of Its Notes:
Title of Securities | | Principal Amount Outstanding | | CUSIP Number(s)
2.50% Convertible Senior Subordinated Notes due 2011 | | $ | 190,000,000 | | | | 031652AX8 |
5% Convertible Subordinated Notes due 2007 | | $ | 142,422,000 | | | 031652AH3, 031652AF7
The Consent Solicitation for each series of Notes will expire at 5:00 p.m., New York City time, on October 5, 2006, unless otherwise extended or earlier terminated for a particular series of Notes (such time and date, as the same may be extended or earlier terminated for a particular series of Notes, the “Consent Date” for that particular series of Notes). You will be eligible to receive a Consent Fee for a particular series of Notes only if you validly deliver a consent prior to the Consent Date for that particular series of Notes (and do not properly revoke such consent prior to the date the Proposed Waivers become effective for that particular series of Notes). The Proposed Waivers for a particular series of Notes will become effective only upon receipt by the applicable Trustee of an officers’ certificate from Amkor certifying that valid Requisite Consents to the Proposed Waivers for that particular series of Notes have been received (and not properly revoked) and have been accepted for payment by Amkor, which effective date could be prior to the Consent Date for that particular series of Notes.
     If the Proposed Waivers for a particular series of Notes become effective, Amkor will be obligated to pay the Initial Consent Fee for that particular series of Notes and, if the Additional Conditions (as defined below) are satisfied or waived by Amkor, the Additional Consent Fee for that particular series of Notes, in each case to all Holders who have validly delivered a consent prior to the Consent Date for that particular series of Notes (and have not properly revoked such consent prior to the date the Proposed Waivers become effective for that particular series of Notes).
     This Supplement #2 (this “Supplement”) to the Consent Solicitation Statement dated September 14, 2006, as supplemented by the Supplement thereto dated September 28, 2006 (the “First Supplement” and, as so supplemented, the “Consent Solicitation Statement”), relating to a solicitation by Amkor Technology, Inc., a Delaware corporation (“Amkor” or “we”), of consents of Holders as of the Record Date of each of the series of Notes listed above, amends and supplements the Consent Solicitation Statement and the related Letter of Consent dated September 14, 2006, as supplemented by the First Supplement (as so supplemented, the “Letter of Consent”), as set forth below. Capitalized terms used but not defined in this Supplement have the respective meanings assigned to them in the Consent Solicitation Statement.
     This Supplement should be read together with the Consent Solicitation Statement and the related Letter of Consent. All references to and requirements regarding the Consent Solicitation Statement and the Letter of Consent contained in any document used by or on behalf of Amkor in connection with the Consent Solicitation shall be deemed to refer to the Consent Solicitation Statement and the Letter of Consent, respectively, as amended and supplemented by this Supplement. Except as set forth herein, all terms and conditions of the Consent Solicitation remain unchanged and in full force and effect.
     Holders who have not yet delivered their consents must still use the Letter of Consent previously mailed to such Holders to deliver their consents pursuant to the Consent Solicitation. Holders who have already properly delivered their consents pursuant to the Consent Solicitation need not take further action. Consents (whether previously or hereafter delivered) may only be revoked in the manner described in the Consent Solicitation Statement.
SUMMARY OF THE AMENDMENTS
     The Consent Solicitation Statement and the related Letter of Consent are being amended and supplemented, as described in more detail below under “Detailed Description of the Amendments,” to:
| • | | extend the Consent Date to 5:00 p.m., New York City time, on October 5, 2006; and
| • | | make certain changes to the text of the Proposed Waivers.
 
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company
The date of this Supplement is October 3, 2006

 
DETAILED DESCRIPTION OF THE AMENDMENTS
     The Consent Solicitation Statement and the related Letter of Consent are hereby amended and supplemented as follows:
| • | | Extension of Consent Date. We have extended the Consent Date for each series of Notes to 5:00 p.m., New York City time, on October 5, 2006, for each series of Notes, subject to our right to extend or earlier terminate for any particular series of Notes. Each reference to “5:00 p.m., New York City time, on October 3, 2006,” in the Consent Solicitation Statement and the related Letter of Consent is hereby amended to be “5:00 p.m., New York City time, on October 5, 2006.”
| • | | Changes to Text of Proposed Waivers. We have revised the text of the Proposed Waivers to be as follows:

| • | | compliance by Amkor with Sections 4.02 and 4.03 of the Indenture governing that particular series of Notes and the consequences of any failure to comply therewith, including the waiver of any Default or Event of Default that may have occurred, and the consequences thereof, from the failure by Amkor to file with the Securities and Exchange Commission (the “SEC”) prior to the applicable deadline specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to deliver to the applicable Trustee and the Holders of that particular series of Notes a copy of, any report or other information as it would be required to file with the SEC under Section 13(a) or 15(d) of the Exchange Act (including, without limitation, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 (the “Form 10-Q”)) and any related notices or reports (collectively the “SEC Reports”), or to comply with Section 4.02 or 4.03 of the Indenture; and
| • | | application of the definition of “Termination of Trading” to, and any consequences of, Amkor’s common stock ceasing to be either listed for trading on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States, as a result of Amkor’s failure to comply with Nasdaq’s Marketplace Rule 4310(c)(14), which rule requires Amkor to file with Nasdaq all reports and other documents filed or required to be filed with the SEC (also referred to herein as the “Termination of Trading Waiver”).

| | | To reflect the foregoing, the bullet points in each of the second full paragraph on the cover page of the Consent Solicitation, the first full paragraph under the heading “What are the Proposed Waivers?” in the Summary Term Sheet on pages 1-2 of the Consent Solicitation Statement,” the first full paragraph under the heading “The Proposed Waivers—Proposed Waivers” on page 10 of the Consent Solicitation Statement, and the fourth full paragraph under the heading “Consent to Proposed Waivers” on page 3 of the Letter of Consent, are hereby deleted in their entireties and replaced with the bullet points set forth above.
 
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The Information Agent and Tabulation Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
65 Broadway — Suite 723
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866) 470-3800
By Facsimile:
(For Eligible Institutions Only):
(212) 430-3775
Confirmation:
(212) 430-3774
By Mail, Overnight Courier or Hand Delivery:
65 Broadway — Suite 723
New York, New York 10006
     Requests for assistance in completing and delivering the Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent and other related documents should be directed to the Tabulation Agent.
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company, Inc.
12th Floor
520 Madison Avenue
New York, New York 10022
(888) 272-1901 (Call U.S. Toll-Free)
(917) 421-1901