This Amendment No. 2 is Dated August 7, 2001
SOLICITATION OF CONSENTS
by
WAM!NET INC.
With Respect To Its
13-1/4% Senior Discount Notes due 2005
(Cusip No. 933590-AB-7)
- --------------------------------------------------------------------------------
THIS CONSENT SOLICITATION WILL EXPIRE AT 12:00 NOON, NEW YORK CITY TIME, ON
TUESDAY, AUGUST 14, 2001, UNLESS EXTENDED (AS SO EXTENDED, THE "EXPIRATION
DATE"). CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE DATE ON WHICH THE
TRUSTEE RECEIVES AN OFFICERS' CERTIFICATE FROM THE ISSUER NOTIFYING THE TRUSTEE
THAT RECORD HOLDERS OF THE REQUISITE PRINCIPAL AMOUNT OF NOTES (AS DEFINED) HAVE
DELIVERED (AND NOT REVOKED) CONSENTS, WHICH NOTIFICATION MAY BE DELIVERED TO THE
TRUSTEE AT ANY TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
Wam!Net Inc. (the "Issuer") hereby amends its Consent Solicitation, dated
July 20, 2001, as amended by Amendment No. 1 thereto, dated July 30, 2001, the
Form of Consent and any supplemental materials attached thereto or provided
prior to the Expiration Date (which collectively constitute the "Consent
Solicitation").
The Consent Solicitation is hereby amended as follows:
Extension of Expiration Date. The Expiration Date for the Consent
Solicitation is extended to Tuesday, August 14, 2001, at 12:00 Noon, New York
City time, unless further extended.
Requests for assistance in filling out and delivering Consents or requests
for additional copies of this Consent Solicitation Statement or the consent
letter may be directed to the Information and Tabulation Agent.
Deliveries of consents with respect to the 13-1/4% Senior Discount Notes
due 2005 ("Notes") should be made to the Information and Tabulation Agent at the
address or facsimile number set forth below (facsimile transmissions must be
followed by physical delivery prior to the Expiration Date).
The Information and Tabulation Agent for the Solicitation is:
D.F. King & Co., Inc.
By Hand, Mail or Overnight Delivery:
77 Water Street
20th Floor
New York, NY 10005
Attn: Edward McCarthy
By Facsimile Transmission:
(212) 952-0137
To Confirm Receipt Please Call:
(212) 269-5550
Any questions regarding the Issuer, this Consent Solicitation or requests
for assistance may be directed to the Chief Financial Officer of the Issuer,
Terri F. Zimmerman, at (651) 256-5100. Holders of Notes should also contact
their brokers, dealers, commercial banks or trust companies for assistance
concerning this Consent Solicitation.
-2-