CONSENT
Exhibit
99.10
This
Consent
(this
“
Consent
”)
is
entered into as of September 4, 2007 by Acquicor
Management LLC
(“Company”),
Context
Opportunistic Master Fund, LP
(“COMF”)
and
Context
Advantage Master Fund, LP
(“CAMF”)
with
respect to the Note Purchase Agreements (the “ Note
Purchase Agreements ”)
dated
February 14, 2007 entered into between COMF and the Company (the “COMF
Note Purchase Agreement”)
and
between Context Advantage Master Fund, LP and the Company (the “CAMF
Note Purchase Agreement”).
The
parties agree as follows:
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1.
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Definitions.
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Unless
otherwise specified herein, capitalized terms shall have the meanings specified
in the Note Purchase Agreements.
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2.
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Section
3.7 of each of the Note Purchase Agreements provides that unless a Remedy Event
has occurred and is continuing, a sale of Pledged Stock is permitted,
provided
that (a)
any such sale complies with applicable securities laws, (b) the proceeds of
such
sale are applied to prepay or repay the Obligations in accordance with Section
2.3 of the Note Purchase Agreement, and (c) after any such sale, the Value
(as
measured on the date of such sale) of the Collateral, after giving effect to
any
prepayment or repayment of the Obligations, equals or exceeds the Initial
Placement Requirement. Recognizing that (assuming the payments provided for
in
this Consent are made) there is no Remedy Event that has occurred and is
continuing, based upon the oral confirmation from the Chief Legal Officer of
Jazz Technologies, Inc. (“Jazz”) that such sale is in compliance with applicable
securities laws and subject to the terms and conditions of this Consent, COMF
and CAMF hereby consent to the sale by Company to Jazz of the following
Collateral Pledged Stock, effective immediately before the opening of the market
on September 4, 2007:
Pledged
Stock sold to Jazz that constituted Collateral under the CAMF Note Purchase
Agreement: 143,034 Pledged Units and 43,199 Initial Pledged Shares
Pledged
Stock sold to Jazz that constituted Collateral under the COMF Note Purchase
Agreement: 65,299 Pledged Units and 19,721 Initial Pledged Shares
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3.
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Application
of Proceeds.
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The
Company will pay all of the proceeds of such sales to prepay or repay the
Obligations by wire transfer on September 5, 2007, with the proceeds to be
applied as follows:
(a)
Of
the total $1,000,000.30 in proceeds from such sale, $686,563.92 will be paid
to
CAMF, of which $24,123.79 represents payment of fees and expenses under Article
IX of the CAMF Note Purchase Agreement, $352,871.04 represents accrued interest,
$2,670.35 represents an amount that the parties hereby agree satisfies the
interest make-whole provision of Section 2.3(c) of the CAMF Note Purchase
Agreement with respect to the principal amount prepaid, and $306,898.74
represents principal, leaving a remaining balance of $4,073,983.26 in principal
under the CAMF Note Purchase Agreement.
(b)
The
remaining $313,436.38 of the $1,000,000.30 in proceeds from such sale will
be
paid to COMF, of which $11,013.21 represents payment of fees and expenses under
Article IX of the COMF Note Purchase Agreement $161,095.90 represents accrued
interest, $1,219.09 represents an amount that the parties hereby agree satisfies
the interest make-whole provision of Section 2.3(c) of the COMF Note Purchase
Agreement with respect to the principal amount prepaid, and
$140,108.18represents principal, leaving a remaining balance of $1,859,891.82
in
principal under the COMF Note Purchase Agreement.
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4.
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Acknowledgement.
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The
parties acknowledge that after such sale, the Value (as measured on the date
of
such sale) of the Collateral, after giving effect to any prepayment or repayment
of the Obligations, equals or exceeds the Initial Placement Requirement, in
that
(a) the remaining Pledged Stock under the CAMF Note Purchase Agreement, after
giving effect to such sale, consists of 2,848,616 shares of common stock of
Jazz
which at the closing price of $3.12 on September 4, 2007 is valued at
$8,890,802, more than two times the remaining principal balance of $4,043,588.41
under the CAMF Note Purchase Agreement; and (b) the remaining Pledged Stock
under the COMF Note Purchase Agreement, after giving effect to such sale,
consists of 1,300,933 shares of common stock of Jazz which at the closing price
of $3.12 on September 4, 2007 is valued at $4,058,911, more than two times
the
remaining principal balance of $1,846,015.66 under the COMF Note Purchase
Agreement.
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5.
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Release
of Collateral.
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The
Collateral sold to Jazz as set forth in Section 2 of this Consent shall be
immediately released from the liens created by the Note Purchase Agreements,
and
CAMF and COMF agree promptly to execute such documents and take such actions
as
shall be required to effect such release.
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6.
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Miscellaneous.
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6.1
Effect
of Consent. Except
as
specifically modified by this Consent, the terms and conditions of the Note
Purchase Agreements and the Notes shall remain unchanged and in full force
and
effect.
6.2
Governing
Law. THIS
CONSENT IN ALL RESPECTS SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS
OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE WITHOUT REGARD TO ANY CONFLICT OF LAW PROVISION THEREOF THAT
MIGHT PREVENT THE OPERATION OF THIS SECTION 6.2.
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6.3
Counterparts.
This
Consent may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute
one
and the same instrument. Signature pages delivered by electronic transmission
(including pdf) shall have the same effect as the originally executed signature
page.
In
Witness Whereof ,
the
parties have executed this Consent
as
of the
date first set forth above.
[signature
page follows]
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By:
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Name:
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Title:
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Context
Advantage Master Fund, LP
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By:
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Name:
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Title:
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By:
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Name:
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