SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

                                 Jazz Technologies, Inc.                                

(Name of Issuer)

                               Common Stock                              

(Title of Class of Securities)

                        47214E102                       

(CUSIP Number)

Gilbert F. Amelio

4321 Jamboree Road

                               Newport Beach, CA 92660                               

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

                                   February 5, 2008                                  

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 47214E102

1.	Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only) Acquicor Management LLC 20-3318905
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization DE

Number of	7.	Sole Voting Power 2,330,7561
Shares Beneficially Owned by	8.	Shared Voting Power
Each Reporting Person With:	9.	Sole Dispositive Power 2,330,7561
	10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,330,7561
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 12.2%2
14.	Type of Reporting Person (See Instructions) OO

¹See Items 5 and 6. The Context Funds, as hereinafter defined, purport to own all shares held by Acquicor Management LLC.

² Percentage is calculated under applicable SEC regulations based on 19,031,276 shares of common stock outstanding as of February 4, 2008.

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CUSIP No. 47214E102

1.	Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only) Gilbert F. Amelio
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization USA

Number of	7.	Sole Voting Power 2,516,8901
Shares Beneficially Owned by	8.	Shared Voting Power
Each Reporting Person With:	9.	Sole Dispositive Power 2,516,8901
	10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,516,8901
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11) 13.2%2
14.	Type of Reporting Person (See Instructions) IN

¹ Represents (i) 185,134 shares held directly by Dr. Amelio, (ii) 1,000 shares held by Dr. Amelio’s wife and (iii) 2,330,756 shares held by Acquicor Management LLC, of which the reporting person is the sole manager. Dr. Amelio has sole voting and dispositive power over the shares held by Acquicor Management LLC. Dr. Amelio disclaims beneficial ownership of the shares held by Acquicor Management LLC except to the extent of his pecuniary interest therein. See Items 5 and 6. The Context Funds purport to own all shares held by Acquicor Management LLC.

²Percentage is calculated under applicable SEC regulations based on 19,031,276 shares of common stock outstanding as of February 4, 2008.

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This Amendment No. 3 ( “Amendment No. 3”) amends the Schedule 13D and its related amendments previously filed by the reporting persons with the Securities and Exchange Commission on March 20, 2007, September 14, 2007 and December 21, 2007, respectively (together “Schedule 13D, as amended”). Amendment No. 3 makes certain changes to Items 5, 6 and 7 and should be read in conjunction with the previously-filed Schedule 13D, as amended.

Item 5.Interest in Securities of the Issuer

Item 5 of the previously-filed Schedule 13D, as amended, is hereby amended by replacing the entire text of Item 5 with the following:

AQR Management beneficially owns 2,330,756 shares of the Issuer’s Common Stock, or 12.2% of the Issuer’s Common Stock issued and outstanding as of February 4, 2008. Dr. Amelio beneficially owns 2,516,890 shares of the Issuer’s Common Stock, or 13.2% of the Issuer’s Common Stock issued and outstanding as of February 4, 2008, which includes (i) 185,134 shares held directly by Dr. Amelio, (ii) 1,000 shares held by Dr. Amelio’s wife and (iii) 2,330,756 shares held by Acquicor Management LLC, of which the reporting person is the sole manager. Dr. Amelio has sole voting and dispositive power over the shares held by Acquicor Management LLC. Dr. Amelio disclaims beneficial ownership of the shares held by Acquicor Management LLC except to the extent of his pecuniary interest therein.

Since September 4, 2007, AQR Management and Dr. Amelio have effected the following transactions in the Issuer’s Common Stock:

·On September 4, 2007, AQR Management entered into a Consent with Context Opportunistic Master Fund, LP and Context Advantage Master Fund, LP (together the “Context Funds”), in which the Context Funds agreed to allow AQR Management to sell back to the Issuer 208,333 units at $3.90 per unit and 62,920 shares of Common Stock at $2.98 per share. The price per unit or share, as applicable, was at a slight discount to the most recent closing price of such security. The repurchase from AQR Management was conditioned on the entire sales proceeds being applied by AQR Management to pay interest, principal and associated fees on loans made to AQR Management by the Context Funds.

·On November 30, 2007, AQR Management entered into a Consent and Amendment to the Note Purchase Agreements (the “Amendment”) with the Context Funds. Under the terms of the Amendment, the Context Funds allowed AQR Management to sell 1,819,793 shares of the Issuer’s Common Stock back to the Issuer. The price per share paid by the Issuer was the closing price of such security on November 30, 2007, the date agreement for the repurchase was reached. The repurchase of shares from AQR Management was conditioned on the entire $3,839,763.23 sales proceeds being applied by AQR Management to pay interest, principal and associated fees on loans made to AQR Management, Dr. Clark and Mr. Kensey by the Context Funds. In addition, the Amendment allowed the lenders to sell shares, subject to the terms of the Agreement, to maintain a minimum value of the Issuer’s Common Stock pledged as collateral under the Note Purchase Agreements of at least 130% of the outstanding aggregate principal amount of the loans.

·On December 17, 2007, the Issuer granted Dr. Amelio 266,667 shares of Common Stock based on the attainment of certain quantitative and qualitative performance goals during 2007. Upon issuance, Dr. Amelio surrendered 86,533 shares in respect of withholding obligations, for a net issuance of 180,134.

·On January 29, 2008, AQR Management received a letter on behalf of the Context Funds stating that the value of the pledged shares had dropped below 130% of the value of the outstanding notes and purporting that the Context Funds had foreclosed on the pledged shares. AQR Management intends to pursue its available legal rights and remedies regarding the foreclosure.

·On February 5, 2008, the Context Funds filed a Schedule 13G claiming beneficial ownership to the Issuer’s Common Stock held by AQR Management.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer

Item 6 of the previously-filed Schedule 13D, as amended, is hereby amended by replacing the entire text of Item 6 with the following:

Prior to the Issuer’s initial public offering, the Issuer issued 6,250,000 shares to AQR Management. Prior to the Issuer’s special meeting of stockholders held to vote on the acquisition of Jazz, AQR Management and the Issuer agreed that if the acquisition were approved at the special meeting and actually closed, the Issuer would redeem 1,669,759 shares, for a price of $0.0047 per share, promptly after the closing of the acquisition.  Such redemption occurred on February 16, 2007. 

AQR Management is a party to a registration rights agreement with the Issuer pursuant to which the holders of a majority of the shares held by the stockholders party to the registration rights agreement can cause the Issuer to register all or a portion of the Issuer’s shares held by them beginning three months before the date on which any lock-up period applicable to such shares expires. In addition, these stockholders have certain “piggy-back” registration rights on registration statements filed subsequent to such date. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.

All of the shares of Common Stock outstanding immediately prior to the Issuer’s initial public offering, including the shares of Common Stock purchased by AQR Management, are subject to lock-up agreements with the Issuer and ThinkEquity Partners LLC (“TEP”), the representative of the underwriters in the Issuer’s initial public offering, restricting the sale of such securities. On February 14, 2007, TEP consented to the pledging of AQR Management’s shares in the Issuer as collateral pursuant to the Note Purchase Agreements so long as the pledged shares remained subject to the lock-up restrictions. Similarly, on September 4, 2007, TEP consented to the repurchase by the Issuer of shares held by AQR Management so long as the entire sales proceeds were applied by AQR Management to pay interest, principal and associated fees on loans made to AQR Management by the Context Funds. All remaining Issuer’s shares held by AQR Management remain subject to the lock-up restrictions and will be released from such restrictions on March 15, 2009.

AQR Management has pledged all of its shares of Common Stock as collateral for the Note Purchase Agreements.

On September 4, 2007, AQR Management entered into a Consent with the Context Funds, in which the Context Funds agreed to allow AQR Management to sell back to the Issuer 208,333 units at $3.90 per unit and 62,920 shares of Common Stock at $2.98 per share. The price per unit or share, as applicable, was at a slight discount to the most recent closing price of such security. The repurchase from AQR Management was conditioned on the entire sales proceeds being applied by AQR Management to pay interest, principal and associated fees on loans made to AQR Management by the Context Funds.

On November 30, 2007, AQR Management entered into the Amendment with the Context Funds. Under the terms of the Amendment, the Context Funds allowed AQR Management to sell 1,819,793 shares of the Issuer’s Common Stock back to the Issuer. The price per share paid by the Issuer was the closing price of such security on November 30, 2007, the date agreement for the repurchase was reached. The repurchase of shares from AQR Management was conditioned on the entire $3,839,763.23 sales proceeds being applied by AQR Management to pay interest, principal and associated fees on loans made to AQR Management, Dr. Clark and Mr. Kensey by the Context Funds. In addition, the Amendment allowed the lenders to sell shares, subject to the terms of the Agreement, to maintain a minimum value of the Issuer’s Common Stock pledged as collateral under the Note Purchase Agreements of at least 130% of the outstanding aggregate principal amount of the loans.

On January 29, 2008, AQR Management received a letter on behalf of the Context Funds stating that the value of the pledged shares had dropped below 130% of the value of the outstanding notes and purporting that the Context Funds had foreclosed on the pledged shares. AQR Management intends to pursue its available legal rights and remedies regarding the foreclosure.

On February 5, 2008, the Context Funds filed a Schedule 13G claiming beneficial ownership to the Issuer’s Common Stock held by AQR Management.

Page 5

Item 7.Material to Be Filed as Exhibits

Item 7 of the previously-filed Schedule 13D, as amended, is hereby amended by replacing the entire text of Item 7 with the following:

Exhibit 99.1 Form of Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 10.6 to Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-128058), and incorporated herein by reference.

Exhibit 99.2 Form of Lock-up Agreement among the Issuer, the Representative and certain of the Issuer’s stockholders (included as Exhibit 10.3 to Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-128058), and incorporated herein by reference.

Exhibit 99.3 Private Placement Unit Purchase Agreement among the Issuer, the Representative and certain of the Issuer’s stockholders (included as Exhibit 10.7 to Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-128058), and incorporated herein by reference.

Exhibit 99.4 Redemption Agreement among the Issuer and certain of the Issuer’s stockholders dated February 16, 2007.*

Exhibit 99.5 Note Purchase Agreement between Acquicor Management LLC and Context Advantage Master Fund, LP dated February 14, 2007.*

Exhibit 99.6 Note Purchase Agreement between Acquicor Management LLC and Context Opportunistic Master Fund, LP dated February 14, 2007.*

Exhibit 99.7 Promissory Note issued by Acquicor Management LLC to Context Advantage Master Fund, LP dated February 21, 2007.*

Exhibit 99.8 Promissory Note issued by Acquicor Management LLC to Context Opportunistic Master Fund, LP dated February 21, 2007.*

Exhibit 99.9Consent between Issuer and ThinkEquity Partners LLC dated February 14, 2007.*

Exhibit 99.10 Consent among Acquicor Management LLC, Context Advantage Master Fund, LP and Context Opportunistic Master Fund, LP dated September 4, 2007.

Exhibit 99.11 Consent between Issuer and ThinkEquity Partners LLC dated September 4, 2007.

Exhibit 99.12 Consent and Amendment to Note Purchase Agreement among Acquicor Management LLC, Context Advantage Master Fund, LP and Context Opportunistic Master Fund, LP dated November 30, 2007.

_____________________

* Incorporated by reference to Schedule 13D filed with the Securities and Exchange Commission on March 20, 2007.

Page 6

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

			February 8, 2008
			Date
			/s/ Gilbert F. Amelio
			Signature
			Gilbert F. Amelio
			Name/Title
Acquicor Management LLC
By:	/s/ Gilbert F. Amelio
Name:			Gilbert F. Amelio
Title:		Sole Manager

Page 7

EX-99.10

Exhibit 99.10

CONSENT

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:

1. Definitions.

Unless otherwise specified herein, capitalized terms shall have the meanings specified in the Note Purchase Agreements.

2. Consent.  

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

3. Application of Proceeds.  

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.

4. Acknowledgement.  

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.

5. Release of Collateral.  

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.

6.   Miscellaneous.

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]

3

Context Opportunistic Master Fund, LP

By:  

Name:

Title:

Context Advantage Master Fund, LP

By: 

Name:      

Title:

Acquicor Management LLC

By: 

Name:      

Title:

 

4

EX-99.11

Exhibit 99.11

CONSENT

This Consent (this “ Consent ”) is entered into as of September 4, 2007 by Jazz Technologies, Inc. (“Company”) and ThinkEquity Partners LLC , as representative of the several underwriters in the Company’s initial public offering (“ThinkEquity ”), for the benefit of Acquicor Management LLC, Harold L. Clark, John P. Kensey and Moshe I. Meidar (collectively, the “Insiders ”), with respect to (i) each of those Lock-up Agreements (the “ Lock-up Agreements ”) dated as of March 13, 2006 delivered to Company and ThinkEquity by each of the Insiders; (ii) the Private Placement Unit Purchase Agreement (the “ Unit Purchase Agreement ”) dated as of March 8, 2006 among the Company, ThinkEquity and the Insiders; and (iii) the Note Purchase Agreements (the “ Note Purchase Agreements ”) dated February 14, 2007 entered into between Context Opportunistic Master Fund, LP and Acquicor Management LLC and between Context Advantage Master Fund, LP and each of the Insiders.

The parties agree as follows:

1. Consent.

Company and ThinkEquity hereby grant their consent (a) under the Lock-Up Agreements to the sale by the Insiders from time to time of Insider Shares (as defined in the Lock-Up Agreements) and (b) under the Unit Purchase Agreement to the sale by the Insiders from time to time of Placement Units (as defined in the Unit Purchase Agreement), provided that the proceeds of any such sales of Insider Shares or Placement Units are used solely for the purpose of paying principal and/or interest under the Note Purchase Agreements.

2. Miscellaneous .

2.1 Effect of Consent. Except as specifically modified by this Consent, the terms and conditions of the Lock-up Agreements and the Unit Purchase Agreement shall remain unchanged and in full force and effect.

2.2 Governing Law. This Consent shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York.

2.3 Counterparts. This Consent may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument.

In Witness Whereof , the parties have executed this Consent as of the date first set forth above.

[signature page follows]

JAZZ TECHNOLOGIES, INC.

By:

/s/ Paul A. Pittman  

Name: Paul A. Pittman

Title: Chief Financial Officer

THINKEQUITY PARTNERS LLC

By: 

  /s/ Jerome Joondeph

Name: Jerome Joondeph

Title: Chief Administrative Officer and General Counsel  

EX-99.12

Exhibit 99.12

CONSENT AND AMENDMENT TO NOTE PURCHASE AGREEMENTS

This Consent and Amendment to Note Purchase Agreements (this “ Consent and Amendment ”) is entered into as of November 30, 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 “Company/COMF Note Purchase Agreement”); between Context Advantage Master Fund, LP and the Company (the “Company/CAMF Note Purchase Agreement”); between John P. Kensey (“Kensey”) and Context Advantage Master Fund, LP the “Kensey/CAMF Note Purchase Agreement); and between Harold L. Clark (“Clark”) and Context Advantage Master Fund, LP the “Clark/CAMF Note Purchase Agreement).

The parties agree as follows:

1. Definitions.

Unless otherwise specified herein, capitalized terms shall have the meanings specified in the Note Purchase Agreements.

2. Consent.  

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 and Amendment 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 and Amendment, 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 December 6, 2007:

· Pledged Stock sold to Jazz that constituted Collateral under the Company/CAMF Note Purchase Agreement: 497,967 Initial Pledged Shares and 751,437 Subsequently Purchased Shares

· Pledged Stock sold to Jazz that constituted Collateral under the Company/COMF Note Purchase Agreement: 227,336 Initial Pledged Shares and 343,053 Subsequently Purchased Shares

· Pledged Stock sold to Jazz that constituted Collateral under the Kensey/CAMF Note Purchase Agreement: 51,836 Subsequently Purchased Shares

· Pledged Stock sold to Jazz that constituted Collateral under the Clark/CAMF Note Purchase Agreement: 51,836 Subsequently Purchased Shares

3. Amendment of Company/CAMF Note Purchase Agreement and Company/COMF Note Purchase Agreement

Subject to the December 6, 2007 payments provided for in this Agreement being made, the Company/CAMF Note Purchase Agreement and the Company/COMF Note Purchase Agreement are hereby amended as follows:

(a) The definition of “Interest Rate” in Article 1 is modified to read in its entirety as follows:

Interest rate means the rate of 15% per annum from February 21, 2007 through November 30, 2007; the rate of 10% per annum from December 1, 2007 through May 25, 2008; and the rate of 8.5% per annum from May 26, 2008 through May 25, 2009.

(b) The definition of “Initial Placement Requirement” in Article 1 is modified to read in its entirety as follows:

Initial Placement Requirement” means, (i) on any date from February 14, 2007 through December 5, 2007, for Collateral consisting of AQR Shares, 200% of the aggregate principal amount of Notes outstanding as of such date; (ii) on any date from December 6, 2007 through May 25, 2009, for Collateral consisting of AQR Shares, 130% of the aggregate principal amount of Notes outstanding as of such date; and (iii) for any type of Collateral other than AQR Shares, the percentage of the aggregate principal amount of Notes outstanding as of such date as determined by the Buyer, from time to time, in its discretion.

(c) CAMF and the Company agree under the Company/CAMF Note Purchase Agreement, and COMF and the Company agree under the Company/COMF Note Purchase Agreement, that if the Value of Pledged Stock on any date falls below the Initial Placement Requirement then in effect, Borrower will promptly notify Buyer in writing in the manner required by the Company/CAMF Note Purchase Agreement and the Company/COMF Note Purchase Agreement, as applicable. If the Value of the Pledged Stock remains below the Initial Placement Requirement then in effect for a period of fifteen (15) consecutive trading days (regardless of whether such written notice has been delivered), and Borrower does not provide sufficient additional Collateral so that the Value of the Collateral equals or exceeds the Initial Placement Requirement then in effect, Buyer may at its option liquidate sufficient Collateral and apply the proceeds thereof (after reasonable expenses incurred in connection therewith) to reduce the outstanding Obligations so that the value of the remaining Collateral equals or exceeds the Initial Placement Requirement. Any such liquidation of Collateral shall be made in the manner contemplated by Section 8.2 of the Company/CAMF Note Purchase Agreement and the Company/COMF Note Purchase Agreement, as if a Remedy Event had occurred and was then continuing as to the amount of Collateral contemplated to be sold pursuant to this Section 3(c).

(d) In the event the Company prepays any principal under the Company/CAMF Note Purchase Agreement or the Company/COMF Note Purchase Agreement on or after December 6, 2007, the applicable Buyer will credit against the Obligations (or refund to the Company) an amount equal to any unaccrued interest prepaid by Company pursuant to Section 4 with respect to the principal amount prepaid (calculated on the basis of a three hundred sixty-five (365) day year for the actual number of days by which such amount is prepaid), subject to offset for any other Obligations then payable to the Buyer by the Borrower.

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4. Application of Proceeds.  

The Company, Kensey and Clark will pay all of the proceeds of such sales to prepay or repay the Obligations by wire transfer on December 6, 2007, with the proceeds to be applied as follows:

(a) Of the total $4,058,511.43 in proceeds from such sales, $2,786,426.64 will be paid to CAMF, of which $192,075.35 represents accrued interest through November 30, 2007 under the Company/CAMF Note Purchase Agreement, the Kensey/CAMF Note Purchase Agreement and the Clark/CAMF Note Purchase Agreement, $292,408.87 represents prepaid interest from December 1, 2007 through May 25, 2009 on the Company/CAMF Note Purchase Agreement, $414,967.34 represents payment of principal under the Kensey/CAMF Note Purchase Agreement and Clark/CAMF Note Purchase Agreement, $3,432.82 represents reimbursement to CAMF of its attorneys’ fees incurred in connection with this Agreement, and $1,883,542.26 represents payment of principal on the Company/CAMF Note Purchase Agreement that would otherwise have been due on May 25, 2008, leaving a remaining balance of $2,190,441.00 in principal under the Company/CAMF Note Purchase Agreement.

(b) The remaining $1,272,084.79 of the $4,058,511.43 in proceeds from such sales will be paid to COMF, of which $87,687.98 represents accrued interest through November 30, 2007 on the Company/COMF Note Purchase Agreement, $133,493.15 represents prepaid interest from December 1, 2007 through May 25, 2009 on the Company/CAMF Note Purchase Agreement, $189,444.66 represents payment of principal under the Kensey/CAMF Note Purchase Agreement and Clark/CAMF Note Purchase Agreement, $1,567.18 represents reimbursement to COMF of its attorneys’ fees incurred in connection with this Agreement, and $859,891.82 represents payment of principal on the Company/COMF Note Purchase Agreement that would otherwise have been due on May 25, 2008, leaving a remaining balance of $1,000,000 in principal under the COMF Note Purchase Agreement.

5. Acknowledgement.  

The parties acknowledge that after such sale, the Value (as measured on the date hereof) of the Collateral under the Company/CAMF Note Purchase Agreement and the Company/COMF Note Purchase Agreement, after giving effect to any prepayment or repayment of the Obligations, equals or exceeds the Initial Placement Requirement in effect on and after December 6, 2007, in that (a) the remaining Pledged Stock under the Company/CAMF Note Purchase Agreement, after giving effect to such sale, consists of 1,615,288 shares of common stock of Jazz which at the closing price of $2.08 on December 5, 2007 is valued at $3,359,799.04, more than 1.3 times the remaining principal balance of $2,190,441.00 under the Company/CAMF Note Purchase Agreement; and (b) the remaining Pledged Stock under the Company/COMF Note Purchase Agreement, after giving effect to such sale, consists of 737,426 shares of common stock of Jazz which at the closing price of $2.08 on December 5, 2007 is valued at $1,533,846.08, more than 1.3 times the remaining principal balance of $1,000,000 under the Company/COMF Note Purchase Agreement.

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6. Release of Collateral.  

(a) The Collateral sold to Jazz as set forth in Section 2 of this Consent and Amendment 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, and in any event agrees to take such actions by no later than December 17, both with respect to the Collateral to be released under this Agreement and the Collateral released under the Consent dated as of September 4, 2007.

(b) The parties acknowledge that after such sale and payments, all the Obligations under the Kensey/CAMF Note Agreement and the Clark/CAMF Note Agreement will been indefeasibly paid and performed in full. Accordingly, all remaining Collateral under the Kensey/CAMF Note Agreement and the Clark/CAMF Note Agreement shall be promptly released from the liens created hereby, and the Kensey/CAMF Note Agreement and the Clark/CAMF Note Agreement and all obligations (other than those expressly stated to survive such termination) of the Buyer and the Borrower thereunder shall terminate, all without delivery of any instrument or performance of any act by any party. The respective Buyers under the Kensey/CAMF Note Agreement and the Clark/CAMF Note Agreement shall deliver to the Borrower any Collateral held by the Buyer thereunder, and execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination and the release of all such liens.

7.   Miscellaneous.

7.1 Effect of Consent and Amendment. Except as specifically modified by this Consent and Amendment, the terms and conditions of the Note Purchase Agreements and the Notes shall remain unchanged and in full force and effect.

7.2 Governing Law. THIS CONSENT AND AMENDMENT 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.

7.3 Counterparts. This Consent and Amendment 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 and Amendment as of the date first set forth above.

[signature page follows]

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Context Opportunistic Master Fund, LP

By:

 /s/ James Abbott

Name: James Abbott

Title: Portfolio Manager

Context Capital Management, LLC

General Partner

Context Advantage Master Fund, LP

By: 

 /s/ James Abbott

Name: James Abbott

Title: Portfolio Manager

Context Capital Management, LLC

General Partner

Acquicor Management LLC

By: 

 /s/ Gilbert F. Amelio

Name: Gilbert F. Amelio

Title: Sole Manager

/s/ John P. Kensey

John P. Kensey

/s/ Harold L. Clark

Harold L. Clark

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