EX-10.37 FORM OF LETTER OF CONSENT



 





EXHIBIT 10.37









LETTER OF CONSENT




Relating to Proposed Amendments

to the Non-Interest Bearing Senior Second Secured Notes Due 2008

and

to the Indenture Governing its 10% Senior Second Secured Notes due 2010 and its Non-Interest

Bearing Senior Second Secured Notes Due 2008








     THE CONSENT SOLICITATION (AS DEFINED HEREIN) WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON MARCH 12, 2008, UNLESS OTHERWISE
EXTENDED OR EARLIER WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE
MODIFIED, THE “EXPIRATION DATE”). THE COMPANY WILL NOT BE
OBLIGATED TO ACCEPT ANY CONSENTS RECEIVED AFTER THE EXPIRATION
DATE. CONSENTS RELATED TO THE 2008 NOTE AMENDMENTS (AS DEFINED
HEREIN) MAY BE REVOKED AT ANY TIME PRIOR TO THE 2008 NOTE
AMENDMENTS CONSENT ACHIEVEMENT TIME (AS DEFINED HEREIN), BUT NOT
THEREAFTER. CONSENTS RELATED TO THE PROPOSED INDENTURE AMENDMENTS
(AS DEFINED HEREIN) MAY BE REVOKED AT ANY TIME PRIOR TO THE
PROPOSED INDENTURE AMENDMENTS CONSENT ACHIEVEMENT TIME (AS DEFINED
HEREIN), BUT NOT THEREAFTER.








     Subject to the terms and conditions set forth in the Consent Solicitation Statement dated
March 5, 2008 (as the same may be amended or supplemented from time to time, the “Consent
Solicitation Statement”), and this Letter of Consent (this “Consent Letter”), American Color
Graphics, Inc., a New York corporation (the “Company”), is soliciting (the “Solicitation”) the
consents (the “Consents”) from each registered holder of the Company’s Non-Interest Bearing Senior
Second Secured Notes due March 15, 2008 (CUSIP No. 025169 AD5) (the “2008 Notes”) and the Company’s
$280,000,000 10% Senior Second Secured Notes due 2010 (CUSIP No. 025169 AC7) (the “2010 Notes” and
together with the 2008 Notes, the “Notes”) that are issued and outstanding under the Amended and
Restated Indenture dated as of November 14, 2007, as supplemented by the First Supplemental
Indenture dated as of March 3, 2008 (collectively, the “Indenture”), by and among the Company, as
issuer, ACG Holdings, Inc. (“ACG Holdings”), as guarantor, and The Bank of New York Trust Company,
N.A., as trustee (the “Trustee”).



     This Consent Solicitation Statement relates to two separate and distinct Solicitations. Only
holders of 2008 Notes may deliver a Consent in connection with the 2008 Note Amendments (as defined
herein) and only holders of 2010 Notes may deliver a Consent in connection with the Proposed
Indenture Amendments (as defined herein). If a holder owns both the 2008 Notes and the 2010 Notes,
a Consent delivered in connection with the 2008 Note Amendments (as defined herein) will not be
deemed to be a Consent delivered in connection with the Proposed Indenture Amendments (as defined
herein) and vice versa. Please review the Consent Solicitation Statement carefully.



     The Company is seeking Consents from holders of the 2008 Notes to proposed amendments to the
2008 Notes to, among other things, (i) extend the maturity date of the 2008 Notes from March 15,
2008 until the later of (x) June 15, 2008 and (y) the date on which the interest payment due June
15, 2008 in respect of the Company’s 2010 Notes is due and payable without default or penalty, and
(ii) provide for the cancellation of the 2008 Notes, without consideration, upon the consummation
of a merger between ACG Holdings and an unaffiliated third party (such amendments, the “2008 Note
Amendments”). The













 




maturity of the Amended 2008 Notes (as defined herein) could also be accelerated
upon the occurrence of certain other events. See “The Consent Solicitation — 2008 Note Amendments” in the Consent
Solicitation Statement. On March 3, 2008, the Company entered into an Agreement to Consent (the
“Consent Agreement”) with holders of approximately 72.2% in aggregate principal amount of the 2008
Notes to Consent to the 2008 Note Amendments in advance of the Solicitation.




     The Company is also seeking Consents from holders of the 2010 Notes to amend Sections 4.03,
6.10 and 11.01 of the Indenture to provide that the rights and remedies of the Trustee and the
holders of the 2010 Notes in the Collateral (as defined in the Indenture) shall be subordinate and
subject to the rights and remedies of the holders of the 2008 Notes with respect to the Junior
Liens (as defined in the Indenture) (such amendments, the “Proposed Indenture Amendments”).
However, the Proposed Indenture Amendments will only become operative if the Amended 2008 Notes are
issued by the Company.



     The 2008 Note Amendments must be consented to by holders of at least 97% in aggregate
principal amount of the outstanding 2008 Notes in order to be adopted (the “2008 Note Amendments
Requisite Consent”). Pursuant to the Consent Agreement, holders of approximately 72.2% in
aggregate principal amount of the 2008 Notes have consented to the 2008 Note Amendments in advance
of this Solicitation. At any time following receipt by the Tabulation Agent (as defined herein) of
the 2008 Note Amendments Requisite Consent (such time, the “2008 Note Amendments Consents
Achievement Time”) on or prior to the Expiration Date, in accordance with the Consent Solicitation
Statement and in compliance with the conditions contained in the Indenture, the Company will issue
a new global note reflecting the 2008 Note Amendments, which will be assigned a new CUSIP number
(CUSIP No. 025169 AG8) (the “Amended 2008 Notes”), to such consenting holders. If the 2008 Note
Amendments Requisite Consent is obtained and the Amended 2008 Notes are issued, the Amended 2008
Notes will be governed by the Indenture. In addition, if the Proposed Indenture Amendments
Requisite Consent (as defined herein) is obtained, the Amended 2008 Notes will be subject to the
terms and provisions of the Second Supplemental Indenture, a form of which is attached as
Appendix A to the Consent Solicitation Statement. Except for the 2008 Note Amendments and
the terms and provisions of the Second Supplemental Indenture, if operative, the other terms and
provisions of the Amended 2008 Notes will be identical to those of the 2008 Notes.



     The Proposed Indenture Amendments must be consented to by holders of at least a majority in
aggregate principal amount of the outstanding 2010 Notes in order to be adopted (the “Proposed
Indenture Amendments Requisite Consent” and, together with the 2008 Note Amendments Requisite
Consent, the “Requisite Consents”). At any time following receipt by the Tabulation Agent (as
defined herein) of the Proposed Indenture Amendments Requisite Consent (such time, the “Proposed
Indenture Amendments Consent Achievement Time” and, together with the 2008 Note Amendments Consents
Achievement Time, the “Consents Achievement Time”) on or prior to the Expiration Date, in
accordance with the Consent Solicitation Statement and in compliance with the conditions contained
in the Indenture, the Company, the Guarantors and the Trustee will execute an amendment to the
Indenture (the “Second Supplemental Indenture”) containing the Proposed Indenture Amendments, which
is expected to occur on or promptly after the Proposed Indenture Amendments Consent Achievement
Time. The Second Supplemental Indenture will become effective upon execution by the Company, ACG
Holdings and the Trustee but will provide that the Proposed Indenture Amendments will not become
operative until the date and time that the Company notifies the Trustee that the Amended 2008 Notes
have been issued by the Company. All capitalized terms used herein and not defined herein shall
have the meaning ascribed to them in the Consent Solicitation Statement.



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     If the 2008 Note Amendments Requisite Consent is not obtained by the Expiration
Date or if the Consent Solicitation is terminated or withdrawn, the Amended 2008 Notes will not be
issued and the Proposed Indenture Amendments will not become operative.



     If the Proposed Indenture Amendments Requisite Consent is not obtained by the Expiration Date
or if the Consent Solicitation is terminated or withdrawn, the Proposed Indenture Amendments will
not become effective and the Indenture will remain in its present form. If the Proposed Indenture
Amendments Requisite Consent is obtained by the Expiration Date, but the Amended 2008 Notes are not
issued by the Company, the Proposed Indenture Amendments will not become operative.



     In connection with this Solicitation, the Company will not pay a consent fee to any consenting
holders.



     As of the date of the Solicitation, all of the Notes are registered in the name of the nominee
of The Depository Trust Company (“DTC”). In turn, the Notes are recorded on DTC’s books in the
names of DTC Participants who hold Notes for the beneficial owners of the Notes. Beneficial owners
whose Notes are held through a broker, dealer, commercial bank, trust company, custodian or DTC
Participant or other nominee and who wish to Consent should contact the record holder of their
Notes promptly and instruct their record holder to Consent on their behalf. Only registered
holders and their duly designated proxies, including for purposes of this Solicitation,
participants who hold Notes through DTC (such registered holders, DTC Participants and proxies
being referred to herein collectively as “holders”), may deliver a Consent.



     To ensure timely receipt of a Consent, beneficial owners should check with their record holder
as to the processing time required and deliver the appropriate materials well before such time. If
such person does not have adequate time to process your instructions, your Consent will not be
given effect.



     DTC has confirmed that the Solicitation is eligible for the DTC Automated Tender Offer Program
(“ATOP”). Accordingly, DTC Participants who would like to Consent must electronically deliver
their Consent by causing DTC to transfer their Notes into a segregated contra account established
by the Tabulation Agent for purposes of this Consent Solicitation in accordance with DTC’s ATOP
procedures for such a transfer. By making such a transfer, DTC Participants will be deemed to have
delivered a Consent with respect to any Notes so transferred. DTC will verify the transfer and the
electronic delivery of such Consent and then send an Agent’s Message (as defined herein) to the
Tabulation Agent. DTC Participants desiring to deliver a Consent prior to the Expiration Date
should note that they must allow sufficient time for completion of the ATOP procedures during
normal business hours of DTC.



     Alternatively, to consent to the 2008 Note Amendments or the Proposed Indenture Amendments,
this Consent Letter should be fully completed and executed and hand delivered, sent by regular,
registered or certified mail, hand or overnight courier or facsimile (confirmed by receipt of
physical delivery within two business days) to The Bank of New York Trust Company, N.A. (the
“Tabulation Agent”) at the address or facsimile number below:



	 	 	 
	 

	 	Mailing Address:
	 

	 	The Bank of New York Trust Company, N.A.
	Processor Assigned:

	 	Corporate Trust Operations
	Processor: Randolph Holder

	 	Reorganization Unit
	Telephone: (212) 815 — 5098

	 	101 Barclay Street — 7 East
	Fax: (212) 298 — 1915

	 	New York, New York 10286
	 

	 	Attn: Mr. Randolph Holder






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     THIS CONSENT LETTER SHOULD NOT BE DELIVERED TO ANYONE OTHER THAN THE TABULATION AGENT. DO NOT
DELIVER THIS CONSENT LETTER TO THE COMPANY. DELIVERY OF THIS CONSENT LETTER TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. IN NO EVENT SHOULD HOLDERS OF THE NOTES TENDER OR DELIVER THE
NOTES TO ANYONE IN CONNECTION WITH THIS SOLICITATION.



     Any questions or requests for assistance concerning the Solicitation may be directed to the
Solicitation Agent at the address and telephone number set forth on the back cover of this Consent
Letter. Requests for additional copies of the Consent Solicitation Statement or any other
documents may be directed to the Information Agent at the address and telephone number set forth on
the back cover of this Consent Letter.



     Giving a Consent will not affect the right of a holder to sell or transfer the Notes, and such
Consent shall be binding upon a subsequent holder of the Notes.



     Consent to Proposed Amendments to 2008 Notes



     The Company is seeking Consents to proposed amendments to the 2008 Notes to (i) extend the
maturity date of the 2008 Notes from March 15, 2008 until the later of (x) June 15, 2008 and (y)
the date on which the interest payment due June 15, 2008 in respect of the 2010 Notes is due and
payable without default or penalty; provided that, the maturity of the 2008 Notes shall not be
later than the date, if any, on which the Company files a voluntary petition or is the subject of
an involuntary petition filed under chapter 11 or chapter 7 of the United States Bankruptcy Code,
and (ii) provide for the cancellation of the 2008 Notes, without consideration, upon the
consummation of a merger between ACG Holdings and an unaffiliated third party. If the 2008 Note
Amendments Requisite Consent is received and the Amended 2008 Notes are issued, the Amended 2008
Notes will be governed by the Indenture. Except for the 2008 Note Amendments and the terms and
provisions of the Second Supplemental Indenture, if operative, the other terms and provisions of
the Amended 2008 Notes will be identical to those of the 2008 Notes.



     Consent to Proposed Indenture Amendments



     The Company is also seeking Consents from holders of the 2010 Notes to amend Sections 4.03,
6.10 and 11.01 of the Indenture to provide that the rights and remedies of the Trustee and the
holders of the 2010 Notes in the Collateral (as defined in the Indenture) shall be subordinate and
subject to the rights and remedies of the holders of the 2008 Notes with respect to the Junior
Liens (as defined in the Indenture) (such amendments, the “Proposed Indenture Amendments”).
However, the Proposed Indenture Amendments will only become operative if the Amended 2008 Notes are
issued.



     In connection with this Consent Solicitation, on March 3, 2008, the Company, as borrower, and
ACG Holdings and certain subsidiaries of the Company, as guarantors, entered into a credit facility
(the “March 2008 Facility”) with Special Situations Investing Group, Inc., as administrative agent,
and certain lenders party thereto (the “March 2008 Facility Lenders”) providing for term loans in
an aggregate principal amount not to exceed $8 million. The March 2008 Facility Lenders, or their
affiliates, beneficially own 61.5% and 66.4% in aggregate principal amount of the 2010 Notes and
2008 Notes, respectively. The March 2008 Facility will improve the Company’s liquidity position.



     All borrowings under the March 2008 Facility mature upon the earliest to occur of (a) January
15, 2010, (b) the fifth day after an acceleration of the Company’s existing first lien term loan
and revolving credit facility as a result of an event of default thereunder, (c) consummation of a
merger with or other acquisition by an unaffiliated third party reasonably acceptable to the March
2008 Facility Lenders and



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(d) consummation of a recapitalization of ACG Holdings or the Company
involving the repayment in full or other refinancing of the Company’s existing first lien term loan
and revolving credit facility. A back-end fee of 3.0% is payable upon maturity of the March 2008
Facility. Interest under the March 2008 Facility is 10.0% per annum and may be paid monthly in arrears, on drawn amounts under the
March 2008 Facility.




     Obligations under the March 2008 Facility are senior obligations of the Company, ACG Holdings
and each of the subsidiary guarantors and will be secured by a lien on all collateral securing the
Company’s existing first lien bank credit facilities, subject to certain exceptions (the “March
2008 Facility Collateral”). The security interest under the March 2008 Facility in the March 2008
Facility Collateral will rank (a) second in priority to the lien of the Company’s existing first
lien bank credit facilities in the March 2008 Facility Collateral and (b) prior to the lien of the
Notes in the March 2008 Facility Collateral.



     The 2008 Note Amendments must be consented to by holders of the 2008 Note Amendments Requisite
Consent of the outstanding 2008 Notes in order to be adopted. At any time following receipt by the
Tabulation Agent of the Requisite Consents and on or prior to the Expiration Date, in accordance
with the Consent Solicitation Statement and conditions contained in the Indenture, the Company will
issue the Amended 2008 Notes to such consenting holders. If the 2008 Note Amendment Requisite
Consent is obtained and the Amended 2008 Notes are issued, the Amended 2008 Notes will be governed
by the Indenture. In addition, if the Proposed Indenture Amendments Requisite Consent is obtained,
the Amended 2008 Notes will be subject to the terms and provisions of the Second Supplemental
Indenture. Except for the 2008 Note Amendments and the terms and provisions of the Second
Supplemental Indenture, if operative, the other terms and provisions of the Amended 2008 Notes will
be identical to those of the 2008 Notes.



     The Proposed Indenture Amendments must be consented to by the Proposed Indenture Amendments
Requisite Consent of holders of at least a majority in aggregate principal amount of the
outstanding 2010 Notes in order to be adopted. At any time following receipt by the Tabulation
Agent of the Proposed Indenture Amendments Requisite Consent on or prior to the Expiration Date, in
accordance with the Consent Solicitation Statement and in compliance with the conditions contained
in the Indenture, the Company, the Guarantors and the Trustee will execute the Second Supplemental
Indenture containing the Proposed Indenture Amendments, which is expected to occur on or promptly
after the Proposed Indenture Amendments Consent Achievement Time. The Second Supplemental
Indenture will become effective upon execution by the Company, ACG Holdings and the Trustee but
will provide that the Proposed Indenture Amendments will not become operative until the date and
time that the Company notifies the Trustee that the Amended 2008 Notes have been issued by the
Company.



     If the 2008 Note Amendments Requisite Consent is not obtained by the Expiration Date or if the
Consent Solicitation is terminated or withdrawn, the Amended 2008 Notes will not be issued and the
Proposed Indenture Amendments will not become operative.



     If the Proposed Indenture Amendments Requisite Consent is not obtained by the Expiration Date
or if the Amended 2008 Notes are not issued by the Company or if the Consent Solicitation is
terminated or withdrawn, the Proposed Indenture Amendments will not become operative.



     If the Requisite Consents are not obtained by the Expiration Date, or if the Consent
Solicitation is terminated or withdrawn, the 2008 Note Amendments and the Proposed Indenture
Amendments will not become effective and the Amended 2008 Notes will not be issued. Instead, each
holder of the 2008 Notes will be entitled to receive the principal amount due and payable, when due
and payable, with respect to the 2008 Notes held by such holder. In addition, even if the
Requisite Consents are obtained, holders of the 2008 Notes that do not deliver a Consent will not
be



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bound by the 2008 Note Amendments but will receive the principal amount due and payable, when
due and payable, with respect to the 2008 Notes held by such holder.




     To Consent to the 2008 Note Amendments or the Proposed Indenture Amendments, a Consent Letter
must be validly delivered to the Tabulation Agent prior to the Expiration Date (and not revoked
prior to the Consents Achievement Time). The method of delivery of this Consent Letter and all
other required documents to the Tabulation Agent is at the election and risk of the holders of the
Notes. If such delivery is by mail, it is suggested that holders use registered mail return
receipt requested, hand delivery or by overnight courier and that the mailing be made sufficiently
in advance of the Expiration Date to permit delivery to the Tabulation Agent prior to such date.
No alternative, conditional or contingent deliveries of Consents will be accepted. Except as
otherwise provided below, the delivery will be deemed made when this Consent Letter is actually
received or confirmed by the Tabulation Agent.



     By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation
Statement and understanding of the 2008 Note Amendments and the Proposed Indenture Amendments. The
undersigned hereby represents and warrants that the undersigned (i) has knowledge and experience in
financial and business matters and is capable of evaluating the merits and risks of an investment
in the Company and making an informed investment decision with respect thereto and (ii) is able to
bear the economic and financial risk of an investment in the Company for an indefinite period of
time. The undersigned hereby represents and warrants that the undersigned has full power and
authority to execute the Consent contained herein. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Company to be necessary or desirable to effect the
undersigned’s Consent.



     The undersigned hereby acknowledges that after the Consents Achievement Time it may not, and
agrees that it will not, revoke any Consent it grants hereby, and that until such time, any
revocation of a Consent will only be valid if made in accordance with the procedures set forth in
the Consent Solicitation Statement and in this Consent Letter.



     The undersigned acknowledges that it must comply with the provisions of this Consent Letter
and provide the other information required by this Consent Letter to give a valid Consent to the
2008 Note Amendments or the Proposed Indenture Amendments. The undersigned understands that
Consents delivered pursuant to any of the procedures described in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the terms and subject
to the conditions of the Consent Solicitation Statement. All authority conferred or agreed to be
conferred by this Consent Letter shall survive the death, incapacity, dissolution or liquidation of
the undersigned and every obligation of the undersigned under this Consent Letter shall be binding
on the undersigned’s heirs, personal representatives, successors and assigns.



     The undersigned hereby Consents to the 2008 Note Amendments and/or the Proposed Indenture
Amendments, as indicated by the undersigned below, described in the Consent Solicitation Statement.
Unless otherwise specified in the following table, this Consent Letter relates to the total
aggregate principal amount of the Notes held of record or through DTC by the undersigned. Amounts
indicated must be in integral multiples of $1.00. The undersigned has listed on the table below
the aggregate principal amount of the Notes for which this Consent is given. If the space provided
below is inadequate, list all information on a separate signed schedule and affix the list to this
Consent Letter. Holders who hold Notes under more than one name must deliver a separate Consent
Letter for each name under which they wish to Consent. The undersigned hereby irrevocably
constitutes and appoints the Tabulation Agent as its agent and attorney-in-fact, with full power of
substitution, for purposes of delivering this Consent to the Company. The power of attorney
granted in this paragraph shall be deemed coupled with an interest and irrevocable from and after
the Consents Achievement Time.



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     Please sign your name and fill in the date in the space provided below to evidence your
Consent to the 2008 Note Amendments and/or the Proposed Indenture Amendments. The undersigned
acknowledges that it must comply with the other provisions of this Consent Letter, and complete the
information required herein, to validly Consent to the 2008 Note Amendments and/or to validly
Consent to the Proposed Indenture Amendments, each as indicated by the undersigned below.



IMPORTANT — READ CAREFULLY




     Consents must be executed by each holder of the Notes exactly as the name(s) appear(s) on the
books of the register maintained by the Trustee or as set forth in DTC’s position listing, without
alteration or change. If the Notes to which a Consent relates are held by two or more joint
holders, all such holders must sign this Consent Letter. If certificates for the Notes are
registered in different names or differently spelled names of the same person, it will be necessary
for such person to complete, sign and submit as many separate copies of this Consent Letter as
there are different registered names on such certificates. If a signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or other registered
holder acting in a fiduciary or representative capacity, such person must so indicate when signing
and must submit to the Company appropriate evidence (satisfactory to the Company) of such person’s
authority to so act, along with this Consent Letter. See the “Instructions for Holders” contained
herein for more information and certain additional requirements concerning signature guarantees and
other items.



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Non-Interest Bearing Senior Second Secured Notes Due 2008




PLEASE COMPLETE THE FOLLOWING TABLE







	 	 	 	 	 
	Name(s) and Address(es) of Holder(s) or Name(s) of
	 	Notes with Respect to Which this Consent is Given

	DTC Participant(s) and DTC Participant Number(s)
	 	(Attach additional schedule, if necessary)

	 
	 	 

	 
	 	Aggregate Principal
	 	Principal Amount
	 
	 	Amount of Notes
	 	with Respect to Which
	 
	 	 	 	this Consent is Given
	 
	 	 	 	(if less than all)*
	 
	 	 
	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	Total:	 	 	 	 
	 
	 	 
	 	 




 




* Unless otherwise indicated in the column labeled “Principal Amount with Respect to Which this Consent is
Given (if less than all),” the undersigned holder will be deemed to have consented with respect to the total
aggregate principal amount of Notes indicated in the column labeled “Aggregate Principal Amounts of Notes.”









SIGN HERE



X


X

Signature(s) of Holder(s)



Dated:



Name(s) (Please Print):



Capacity (full title):



Address:



(Include Zip Code)



Area Code and Telephone No:



Tax Identification or Social Security No.:
(Please also complete the enclosed Substitute Form W-9)



DTC Participant No.:




 





GUARANTEE OF SIGNATURE(S)

(If required — see Instructions 5 and 6)




Authorized Signature:




Name and Title (Please Print):




Dated:




Name of Firm:


 



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10% Senior Second Secured Notes due 2010




PLEASE COMPLETE THE FOLLOWING TABLE







	 	 	 	 	 
	Name(s) and Address(es) of Holder(s) or Name(s) of
	 	Notes with Respect to Which this Consent is Given

	DTC Participant(s) and DTC Participant Number(s)
	 	(Attach additional schedule, if necessary)

	 
	 	 

	 
	 	Aggregate Principal
	 	Principal Amount
	 
	 	Amount of Notes
	 	with Respect to Which
	 
	 	 	 	this Consent is Given
	 
	 	 	 	(if less than all)*
	 
	 	 
	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	Total:	 	 	 	 
	 
	 	 
	 	 




 




* Unless otherwise indicated in the column labeled “Principal Amount with Respect to Which this Consent is
Given (if less than all),” the undersigned holder will be deemed to have consented with respect to the total
aggregate principal amount of Notes indicated in the column labeled “Aggregate Principal Amounts of Notes.”









SIGN HERE



X


X

Signature(s) of Holder(s)



Dated:



Name(s) (Please Print):



Capacity (full title):



Address:



(Include Zip Code)



Area Code and Telephone No:



Tax Identification or Social Security No.:
(Please also complete the enclosed Substitute Form W-9)



DTC Participant No.:




 





GUARANTEE OF SIGNATURE(S)

(If required — see Instructions 5 and 6)




Authorized Signature:




Name and Title (Please Print):




Dated:




Name of Firm:


 



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INSTRUCTIONS FOR HOLDERS




FORMING PART OF THE TERMS AND CONDITIONS OF THIS




CONSENT LETTER




     1. Delivery of this Consent Letter. Subject to the terms and conditions of the Consent
Solicitation Statement, a properly completed and duly executed copy of this Consent Letter and any
other documents required by this Consent Letter must be received by the Tabulation Agent on behalf
of the Company at the address or facsimile number provided herein prior to 5:00 p.m. on the
Expiration Date, or if extended by the Company by the date and time so specified, and not revoked
prior to the Consents Achievement Time. Consenting holders, by execution of this Consent Letter,
waive any right to receive notice of the acceptance of their Consent. THE METHOD OF DELIVERY OF
ALL DOCUMENTS, INCLUDING CONSENTS, PROXIES AND REVOCATIONS, IS AT THE ELECTION AND RISK OF THE
HOLDER, BUT IT IS SUGGESTED THAT CONSENTS BE SENT BY REGISTERED OR CERTIFIED MAIL RETURN RECEIPT
REQUESTED, HAND DELIVERY OR OVERNIGHT COURIER (RATHER THAN BY REGULAR MAIL OR FACSIMILE) TO THE
TABULATION AGENT AT THE ADDRESS PROVIDED HEREIN WITH SUFFICIENT TIME TO PERMIT TIMELY RECEIPT BY
THE TABULATION AGENT. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT DELIVERIES OF CONSENTS WILL BE
ACCEPTED. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE WHEN THE CONSENT
LETTER IS ACTUALLY RECEIVED OR CONFIRMED BY THE TABULATION AGENT. NO CONSENT LETTER SHOULD BE SENT
TO ANY PERSON OTHER THAN THE TABULATION AGENT. DO NOT DELIVER THIS CONSENT LETTER TO THE COMPANY.
IN NO EVENT SHOULD HOLDERS OF NOTES TENDER OR DELIVER NOTES TO ANYONE IN CONNECTION WITH THIS
SOLICITATION.



     2. Solicitation Period. The Solicitation will expire at 5:00 p.m., New York City time, on the
Expiration Date, unless extended by the Company. The Company expressly reserves the right, subject
to the terms and conditions in the Consent Solicitation Statement, to: (i) prior to the
satisfaction of all conditions to the Solicitation, terminate the Solicitation for any reason; (ii)
extend the Solicitation at any time and from time to time if any condition to the Solicitation has
not been met or waived; (iii) amend the terms of the Solicitation; or (iv) waive any of the
conditions to the Solicitation (except for the Requisite Consents condition), subject to applicable
law.



     Notwithstanding any other provision of the Consent Solicitation, the Company will not be
required to accept Consents validly delivered (and not revoked) prior to the Consents Achievement
Time, and may terminate, extend or amend the Consent Solicitation, if there has not been satisfied
the condition to receive Requisite Consents.



     Subject to the terms and conditions in the Consent Solicitation Statement, the Company
reserves the right to extend the Solicitation at any time and from time to time, whether or not the
Requisite Consents have been received, by giving oral or written notice to the Tabulation Agent no
later than 9:00 a.m., New York City time, on the next business day following the previously
announced Expiration Date. Any extension or amendment will be followed as promptly as practicable
by notice thereof by press release or other public announcement (or by written notice to the
applicable holders). Failure of any holder or beneficial owner of the Notes to be so notified will
not affect the extension or amendment of the Solicitation.



     3. Questions Regarding Validity, Form, Legality, etc. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance and revocation of a Consent will be resolved



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by the Company, in its sole discretion, which resolution shall be final and binding. The
Company reserves the right to reject any and all Consents not validly given or any Consents, its
acceptance of which could, in its opinion or the opinion of its counsel, be unlawful. The Company
also reserves the right to waive any defects or irregularities in the delivery of a Consent or
modify the conditions of the Solicitation (except for the Required Consents Condition). Unless
waived, any defects or irregularities in connection with deliveries of Consents must be cured
within such time as the Company shall determine. None of the Company, the Trustee, the
Solicitation Agent, the Tabulation Agent, the Information Agent or any other person shall be under
any duty to give notification of defects, irregularities or waivers with respect to deliveries of
Consents, nor shall any of them incur any liability for failure to give such notification.




     4. Holders Entitled to Consent. Only registered holders may execute and deliver a Consent
Letter. Beneficial owners of Notes whose Notes are registered in the name of a DTC Participant and
who wish to deliver a Consent should contact the DTC Participant promptly and instruct such DTC
Participant to Consent on their behalf. To ensure timely receipt of a Consent, beneficial owners
should check with their DTC Participant as to the processing time required and deliver the
appropriate materials well before such time. If such person does not have adequate time to process
your instructions, your Consent will not be given effect.



     Giving a Consent will not affect the right of a holder to sell or transfer the Notes. Subject
to the right of revocation prior to the Consents Achievement Time as described in Instruction 7
below, a Consent by a holder is a continuing Consent, binding such holder and its transferees,
regardless of whether ownership of the Notes is transferred after the date of this Consent Letter.



     5. Signatures on this Consent Letter. Consents must be executed by each holder of the Notes
exactly as the name(s) appear(s) on the books of the register maintained by the Trustee or as set
forth in DTC’s position listing, without alteration or change. If Notes to which a Consent relates
are held by two or more joint holders, all such holders must sign this Consent Letter. If
certificates for Notes are registered in different names or differently spelled names of the same
person, it will be necessary for such person to complete, sign and submit as many separate copies
of this Consent Letter as there are different registered names on such certificates. If a
signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other registered holder acting in a fiduciary or representative capacity, such
person must so indicate when signing and must submit to the Company appropriate evidence
(satisfactory to the Company) of such person’s authority to so act, along with this Consent Letter.



     6. Signature Guarantees. All signatures on this Consent Letter must be guaranteed by a firm
or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities dealer, municipal securities broker, government securities dealer or government
securities broker; (iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings institution that is a participant in a Securities
Transfer Association recognized program (each an “Eligible Institution”). However, signatures need
not be guaranteed if this Consent Letter is given by or for the account of an Eligible Institution.
If the holder in respect of this Consent Letter is a person other than the signatory of this
Consent Letter, see Instruction 5.



     7. Revocation of Consents. Consents withdrawn before the Consents Achievement Time shall be
validly revoked. Consents may not be revoked after the Consents Achievement Time and any notice of
revocation received by the Tabulation Agent after the Consents Achievement Time will not be
effective, even if received prior to the Expiration Date. By delivering this Consent, the holder
of the Notes subject to such Consent hereby agrees that the Consent may not be withdrawn after the
Consents Achievement Time.



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     The Company reserves the right to contest the validity of any revocation and all questions as
to the validity (including time of receipt) of any revocation will be determined by it in its sole
discretion, which determination will be conclusive and binding subject only to such final review as
may be prescribed by the Trustee concerning proof of execution and ownership. None of the Company,
any of their affiliates, the Solicitation Agent, the Tabulation Agent, the Information Agent or the
Trustee or any other person will be under any duty to give notification of any defects or
irregularities with respect to any revocation, nor shall any of them incur any liability for
failure to give such information.



     8. Waiver of Conditions. The Company reserves the right, subject to the conditions stated in
the Consent Solicitation Statement and applicable law, to amend, waive or modify the terms of the
Solicitation as more fully described in the Consent Solicitation Statement.



     9. Request for Assistance and Additional Copies. Questions concerning the terms of the
Solicitation should be directed to the Solicitation Agent at its respective address or telephone
number set forth on the back cover of this Consent Letter. Requests for assistance in completing
and delivering a Consent Letter or requests for additional copies of the Consent Solicitation
Statement, this Consent Letter, the Indenture or other related documents should be directed to the
Information Agent. Beneficial owners may also contact their custodian for assistance concerning
the Solicitation. Consents and revocations of Consents should be sent to the Tabulation Agent as
set forth herein.



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     Requests for assistance in completing and delivering the Consent and requests for additional
copies of this Consent Solicitation Statement and other related documents should be directed to the
Information Agent:








(formerly known as CapitalBridge)

111 River Street, 10th Floor

Hoboken, New Jersey 07030

Attn: Steve Esterly

(877) 746-3583 (toll-free)

(201) 499-3500




The Tabulation Agent for the Consent Solicitation is and for delivery by Overnight Delivery, Mail or Hand:




The Bank of New York Trust Company, N.A.

Attention: Corporate Trust Operations

Reorganization Unit

101 Barclay Street — 7 East

New York, New York 10286

Attention: Mr. Randolph Holder




Processor Assigned:

Processor: Randolph Holder

Telephone: (212) 815 — 5098

Facsimile: (212) 298 — 1915




     Any questions regarding the terms of the Consent Solicitation should be directed to the
Solicitation Agent at its address and telephone numbers listed below:



Lehman Brothers




745 Seventh Avenue

New York, New York 10019

Telephone: (212) 526-7000

Attention: Mr. Daniel Flores

                       Global Restructuring

                                     Investment Banking Division





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