exv10w1



 





EXHIBIT 10.1




EXECUTION COPY




AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT




     AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 20, 2007 (this
“Amendment”) among CRICKET COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), LEAP
WIRELESS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement referred to below
(collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the
“Administrative Agent”) for the Lenders.



     PRELIMINARY STATEMENTS:



          1. Holdings, the Borrower, the Lenders and the Administrative Agent have entered into an Amended
and Restated Credit Agreement dated as of June 16, 2006 (as amended by Amendment No. 1 thereto
dated as of March 15, 2007, the “Credit Agreement”). Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement.




          2. The Borrower has requested that the Lenders amend the Credit Agreement to delete the
restrictions on entering into a contract or arrangement that would, upon consummation, result in a
Change of Control (while continuing to restrict the consummation of such Change of Control) and to
make other amendments to the Credit Agreement as set forth below.




          3. As previously disclosed to the Lenders and as described in Holdings’ press release dated
November 9, 2007, Holdings is restating its historical consolidated financial statements for: (a)
the seven months ended July 31, 2004 (the period prior to Holdings’ emergence from Chapter 11
bankruptcy); (b) the five months ended December 31, 2004 (the period after Holdings’ emergence);
(c) the fiscal year ended December 31, 2005; (d) the fiscal year ended December 31, 2006; (e) to
the extent necessary or required, any interim periods within the periods described in the foregoing
clauses (a), (b), (c) and (d); (f) the fiscal quarter ended March 31, 2007; and (g) the fiscal
quarter ended June 30, 2007 (collectively, the “Prior Financial Statements”) as a result of the
identification of certain errors relating to Holdings’ accounting. The Borrower has requested that
the Lenders waive any potential Default or any Event of Default relating to such restatements.




          4. The Borrower has further requested that the Lenders waive any potential Default or Event of
Default arising from the failure to file Holdings’ quarterly report on Form 10-Q for the three
months ended September 30, 2007 (the “Q3 Form 10-Q”) with the SEC prior to December 15, 2007 (the
“Extended 10-Q Delivery Date”).




          5. Holdings and the Subsidiary Guarantors hold Cash Equivalents that, as of the date of
acquisition, were rated at least P-1 or A-1 by Moody’s or S&P, respectively. A





 









 




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downgrade of such Cash Equivalents by Moody’s and S&P could cause an inadvertent Event of Default
under Section 7.03 of the Credit Agreement. The Borrower has further requested that the Lenders
waive any such potential Event of Default that may occur during the sixty-day period commencing on
the Second Amendment Effective Date.




          6. The Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the
Credit Agreement and to waive any such potential Defaults or Events of Default as set forth below.



          NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties
hereto hereby agree as follows:



          SECTION 1. Amendments to Credit Agreement. Upon, and subject to, the satisfaction of
the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby
amended as follows:



          (a) Clause (c) of the definition of “Change of Control” in Section 1.01 of the Credit
Agreement is replaced in its entirety as follows: “(c) [Reserved]”; and



          (b) Section 1.01 of the Credit Agreement is further amended by amending and restating in
full clause (a) of the definition of “Applicable Rate” to read as follows:




          “(a) in respect of the Term Bl Facility, (i) 3.00% per annum for Eurodollar Rate Loans, and
(ii) 2.00% per annum for Base Rate Loans, in each case as the same may be increased
pursuant to Section 2.13(g), and”



     (c) Section 1.01 of the Credit Agreement is further amended by amending and restating in
full the table in clause (b) of the definition of “Applicable Rate” to read as follows:



	 	 	 	 	 	 	 
	Applicable Rate	 	 	 	 	 	 
	 	 	 	 	Eurodollar	 	 
	 	 	Consolidated Senior	 	Rate +	 	 
	Pricing	 	Secured Leverage	 	Letters of	 	 
	Level	 	Ratio	 	Credit	 	Base Rate
	1
	 	<2.50:1	 	2.75%	 	1.75%
	2
	 	32.50:l but <3.00:l	 	3.00%	 	2.00%
	3
	 	33.00:l but <3.50:l	 	3.25%	 	2.25%
	4
	 	33.50:1	 	3.50%	 	2.50%






     (d) A new Section 6.24 is added to the Credit Agreement, to read as follows:



     6.24. Delivery of Certain Financial Statements. Holdings shall furnish to the
Administrative Agent (which shall furnish to the Lenders) (a) prior to December 15, 2007, financial
statements for the fiscal quarter ended September 30, 2007 that satisfy the requirements of
Section 6.01(b), and (b) on or prior to December 31, 2007, (i) its amended Annual Report on
Form 10-K for the fiscal year ended December 31, 2006 and (ii) revised unaudited quarterly












 




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financial statements for the fiscal quarters ended March 31, 2007 and June 30, 2007, provided
that the financial statements contained therein or so furnished pursuant to clauses (i) and
(ii), as applicable (x) satisfy the requirements of Section 6.01(a) or Section
6.01(b) with respect to fiscal year 2006 (which shall include financial statement information
for fiscal years 2004 and 2005 to the extent required by Regulation S-X) and the first two quarters
of 2007, respectively, and (y) do not result in a cumulative net reduction in operating income for
the period from January 1, 2005 through June 30, 2007 in excess of $35 million.




          (e) Section 8.01(b) of the Credit Agreement is amended by inserting in clause (i)
thereof, after the figure “6.22” where it appears therein, the following: “, 6.24”.



          SECTION 2. Waivers.



          (a) The Lenders hereby waive any Default and any Event of Default arising under Sections
8.01(b) or 8.01(d) of the Agreement caused by (i) the failure of any representation or
warranty in Sections 4.02, 5.05(a) or (b) or 5.15 of the Credit Agreement,
or in Section 4 of Amendment No. 1 to Amended and Restated Credit Agreement dated as of March 15,
2007, or of any certification in any Compliance Certificate, to have been true and correct in all
material respects when made, (ii) the failure of any certification or statement of fact made by the
Loan Parties as to the existence and continuation of a Default in connection with the release of
Collateral from security interests, the making of an Investment or otherwise, to have been true and
correct in all material respects when made or (iii) a breach of Sections 6.01 or
6.09 of the Credit Agreement, in each case under clauses (i), (ii) and (iii) above, as a
result of any errors in the Prior Financial Statements. Notwithstanding the foregoing, if Holdings
fails to furnish to the Administrative Agent the Annual Report on Form 10-K and financial
statements required by and in accordance with Section 6.24(b) of the Credit Agreement on or
before December 31, 2007, then it shall be an immediate Event of Default for all purposes under and
as defined in the Credit Agreement, and the Administrative Agent and the Lenders shall have all of
the rights and remedies afforded to them under the Loan Documents with respect to such Event of
Default.



          (b) From and after the Second Amendment Effective Date and the delivery of any restatement of any
Prior Financial Statements contemplated by Section 2(a), the parties hereto agree that any
representation or warranty relating to the Prior Financial Statements (or to any report,
information, certificate or schedule to the extent based thereon) made or deemed to be made by a
Loan Party pursuant to the terms of the Loan Documents shall be deemed to refer to such Prior
Financial Statements as so restated (or to such report, information, certificate or schedule, which
shall be deemed to have been amended by such Prior Financial Statements as so restated). The
delivery of any restatement of any Prior Financial Statements shall be deemed to constitute a
making by Holdings of each of the representations and warranties contained in Sections
5.05(a) and (b) and Section 5.15 of the Credit Agreement with respect to such
Prior Financial Statements as so restated.



          (c) The Lenders hereby waive any Default or Event of Default under Sections 6.01(b), Section
6.02(a), Section 6.08, Section 8.01(b) or Section 8.01(e) of the Credit
Agreement, in each case solely to the extent that such Default or Event of Default arises from the
failure to file the Q3 Form 10-Q with the SEC prior to the Extended 10-Q Delivery Date.
Notwithstanding the foregoing, on the Extended 10-Q Delivery Date, if the requirements of












 





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Sections 6.01(b) and 6.02(a) of the Credit Agreement are not satisfied before such
date, it shall be an immediate Event of Default for all purposes under and as defined in the Credit
Agreement, and the Administrative Agent and the Lenders shall have all of the rights and remedies
afforded to them under the Loan Documents with respect to such Event of Default.




          (d) The Lenders hereby waive, for the period from the Second Amendment Effective Date until the
date that is sixty days thereafter (the “Cash Equivalent Compliance Date”), any Event of Default
that may arise under Section 8.01(b) of the Agreement caused by a breach of Section
7.03 of the Credit Agreement, in each case to the extent that any such Event of Default results
from any Cash Equivalent held by Holdings or any Subsidiary Guarantor on the Second Amendment
Effective Date set forth on the Exhibit to this Amendment being downgraded by Moody’s and S&P below
P-1 and A-1, respectively; provided, that by the Cash Equivalent Compliance Date, if all such
breaches, if any, of Section 7.03 have not been cured, then without any further action by the Agent
or the Lenders all of the terms and provisions set forth in the Loan Documents with respect to any
Defaults thereunder that are waived under this Section 2(d) and not cured prior to the Cash
Equivalent Compliance Date shall have the same force and effect as if this Amendment had not been
entered into by the parties hereto, and the Agent and the Lenders shall have all of the rights and
remedies afforded to them under the Loan Documents with respect to any such Defaults as though no
waiver had been granted by them under this Section 2(d).



          SECTION 3. Conditions of Effectiveness. This Amendment and the amendments and waivers to
the Credit Agreement set forth herein shall become effective on the date (the “Second Amendment
Effective Date”) on which the Administrative Agent (or, in the case of clause (c)(i)(x) below,
GSCP) shall have received the following:



          (a) counterparts of this Amendment executed by the Borrower, Holdings, and the Required Lenders or,
as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has
executed this Amendment;



          (b) the consent attached hereto executed by each Subsidiary Guarantor; and



          (c) (i) such fees, if any, as have been separately agreed in writing between (x) GSCP and the
Borrower and (y) the Administrative Agent and the Borrower, (ii) the reasonable accrued fees and
expenses of counsel to the Administrative Agent and (iii) for the account of each Lender that
executes and delivers a counterpart of this Amendment on or before 5:00 P.M. (New York City time)
on November 19, 2007, a fee equal to 25 bps on the aggregate principal amount of such Lender’s
Commitments and Loans under the Credit Agreement.



          The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters
described herein. This Amendment is subject to the provisions of Section 10.01 of the
Credit Agreement.












 




5

          SECTION 4. Representations and Warranties. Each of Holdings and the Borrower represents
and warrants as follows:



          (a) The representations and warranties of the Borrower and each other Loan Party contained in each
of Loan Documents, or which are contained in any document furnished at any time under or in
connection herewith or therewith, are true and correct in all material respects on and as of the
Second Amendment Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material
respects as of such earlier date, and except to the extent any failure to be true and correct has
been waived pursuant to Section 2 of this Amendment; and



          (b) No Default exists as of, or would result from the occurrence of, the Second Amendment Effective
Date, other than any Default that has been waived pursuant to Section 2 of this Amendment.



          SECTION 5. Reference to and Effect on the Credit Agreement and the Loan Documents.



          (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement,
and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be
a reference to the Credit Agreement, as amended by this Amendment.



          (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended
by this Amendment (and as contemplated to be amended, modified, supplemented, restated, substituted
or replaced by this Amendment) are and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and shall continue to secure
the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as
amended by this Amendment.



          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall
for all purposes constitute a Loan Document.












 




6


          SECTION 6. Costs and Expenses. The Borrower agrees that all costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and documents to be
delivered hereunder or in connection herewith (including, without limitation, the reasonable fees
and expenses of counsel for the Administrative Agent), are costs and expenses that the Borrower is
required to pay or reimburse pursuant to Section 10.04 of the Credit Agreement.



          SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



          SECTION 8. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.



[The remainder of this page is intentionally left blank]














 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	CRICKET COMMUNICATIONS, INC.

 	 
	 	By  	/s/ S. Douglas Hutcheson
 	 
	 	 	Name:  	S. Douglas Hutcheson 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	LEAP WIRELESS INTERNATIONAL, INC.

 	 
	 	By  	/s/ S. Douglas Hutcheson
 	 
	 	 	Name:  	S. Douglas Hutcheson 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent, as Lender

 	 
	 	By  	/s/
John Kushnerick	 
	 	 	Name:  	John Kushnerick	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Alaska CBNA Loan Funding LLC



as a Lender

 	 
	 	By  	/s/ Janet Haack
 	 
	 	 	Name:  	Janet Haack 	 
	 	 	Title:  	As Attorney In Fact 	 



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	 	 	AllianceBernstein Institutional Investments — Senior	 	 
	 	 	Loan Portfolio	 	 
	 	 	By: AllianceBernstein L.P., as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Nantha Suppiah
 

Name: Nantha Suppiah
	 	 
	 

	 	 	 	Title: Vice President	 	 






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American International Group, Inc.

By: AIG Global Investment Corp.,

Its Investment Adviser




AIG Bank Loan Fund Ltd.

By: AIG Global Investment Corp.

Its Investment Manager




SunAmerica Senior Floating Rate Fund, Inc.

By: AIG Global Investment Corp.

Investment Sub-Advisor




Galaxy CLO 2003-1, Ltd.

By: AIG Global Investment Corp.,

its Collateral Manager




Galaxy III CLO, Ltd.

By: AIG Global Investment Corp.,

its Collateral Manager




Galaxy IV CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager




Galaxy V CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager




Galaxy VI CLO, LTD

By: AIG Global Investment Corp.

its Collateral Manager




	 	 	 	 	 
	 	 	 
	 	By  	/s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:     Managing Director 	 



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	 	Other Lenders:	 	 
	 
	 	 	 	 
	 

	 	Anchorage Crossover Credit Finance, Ltd.	 	 
	 

	 	 	 	 
	 

	 	as Lender	 	 
	 
	 	 	 	 
	 

	 	By: Anchorage Advisors, LLC	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Michael Aglialoro
 	 
	 	 	Name:  	Michael Aglialoro 	 
	 	 	Title:  	Executive Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.	 	 
	 
	 	 	 	 	 	 
	By:	 	Ares Enhanced Loan Management II, L.P.,	 	 
	 	 	Investment Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	Ares Enhanced Loan GP II, LLC	 	 
	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Jeff Moore	 	 
	 	 	 	 	 
	Name:	 	Jeff Moore	 	 
	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 
	ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.	 	 
	 
	 	 	 	 	 	 
	By:	 	ARES ENHANCED LOAN
MANAGEMENT IR, L.P., as Portfolio Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares Enhanced Loan IR GP, LLC, as its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By: Ares Management LLC, as its Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Jeff Moore	 	 
	 	 	 	 	 
	 	 	Name: Jeff Moore	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	Ares X CLO Ltd.	 	 
	 
	 	 	 	 	 	 
	By:	 	Ares CLO Management X, L.P.,	 	 
	 	 	Investment Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	Ares CLO GP X, LLC,	 	 
	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Jeff Moore	 	 
	 	 	 	 	 
	Name:	 	Jeff Moore	 	 
	Title:	 	Vice President	 	 






 









 






	 	 	 	 	 
	Ares VR CLO Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO Management VR, L.P.,	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO GP VR, LLC,	 	 
	 

	 	Its General Partner	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Jeff Moore
 

Jeff Moore
	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	Ares VIR CLO Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO Management VIR, L.P.,	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO GP VIR, LLC,	 	 
	 

	 	Its General Partner	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Jeff Moore
 

Jeff Moore
	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	Ares VIII CLO Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO Management VIII, L.P.,	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO GP VIII, LLC,	 	 
	 

	 	Its General Partner	 	 
	 
	By: 

Name:

	 	/s/ Jeff Moore
 

Jeff Moore
	 	 
	Title:

	 	Vice President	 	 






 









 






	 	 	 	 	 
	Ares IX CLO Ltd.	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO Management IX, L.P.,	 	 
	 

	 	Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	Ares CLO GP IX, LLC,	 	 
	 

	 	Its General Partner	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Jeff Moore
 

Jeff Moore
	 	 
	Title:

	 	Vice President	 	 






	 	 	 	 	 	 	 	 	 
	CONFLUENT 2 LIMITED	 	 	 	 
	By: Ares Private Account Management I, L.P., as Sub-Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Ares Private Account Management I GP, LLC, as General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By: Ares Management LLC, as Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Jeff Moore
 

Jeff Moore
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 
	 

	 	Other Lenders:	 	 
	 
	 	 	 	 
	 

	 	The Assets Management Committee of the Coca-Cola Company Master Retirement Trust, as Lender
	 	 
	 

	 	Pyramis Global Advisors Trust Company, as	 	 
	 

	 	Investment Manager Under Power of Attorney	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Geoff W. Johnson
 	 
	 	 	Name:  	Geoff W. Johnson 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	Aurum CLO 2002-1 Ltd.	 	 
	 

	 	By: Deutsche Investment Management Americas, Inc.
	 	 
	 

	 	(as successor in interest to Deutsche Asset Management, Inc.),	 	 
	 

	 	As Collateral Manager	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Eric S. Meyer
 	 
	 	 	Eric S. Meyer, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Abdoulaye Thiam
 	 
	 	 	Name:  	Abdoulaye Thiam 	 
	 	 	Title:  	Vice President 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	Sankaty Advisors, LLC as Collateral 
	 	 
	 

	 	Manager for AVERY POINT CLO,	 	 
	 

	 	LTD., as Term Lender	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 



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	 	BABSON CLO LTD. 2003-I
	 	 
	 
	 	BABSON CLO LTD. 2004-I	 	 
	 

	 	BABSON CLO LTD. 2004-II	 	 
	 

	 	BABSON CLO LTD. 2005-II	 	 
	 

	 	BABSON CLO LTD. 2005-III	 	 
	 

	 	BABSON CLO LTD. 2006-I	 	 
	 

	 	as Lender,	 	 
	 

	 	By: Babson Capital Management LLC as Collateral	 	 
	 

	 	Manager	 	 
	 
	 	 	 
	 	 	By /s/ Michael Freno

 	 	 
	 	 	Name: Michael Freno 	 	 
	 	 	Title: Director 	 	 
	 
	 

	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
	 	 
	 

	 	as a Lender	 	 
	 

	 	By: Babson Capital Management LLC as	 	 
	 

	 	Investment Adviser	 	 
	 
	 	 	 
	 	 	By /s/ Michael Freno
 	 	 
	 	 	     Name: Michael Freno 	 	 
	 	 	     Title: Director 	 	 




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	 	Ballantyne Funding LLC
	 	 
	 

	 	 	 	 
	 

	 	as a Lender	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Michael Roof
 	 
	 	 	Name:  	Michael Roof 	 
	 	 	Title:  	Vice President 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	Other Lenders:	 	 
	 
	 	 	 	 
	 

	 	Ballyrock CLO 2006-1 LTD, as Lender
	 	 
	 

	 	BALLYROCK Investment Advisors LLC, as	 	 
	 

	 	Collateral Manager	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Lisa B. Rymut
 	 
	 	 	Name:  	Lisa B. Rymut 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	Other Lenders:	 	 
	 
	 	 	 	 
	 

	 	Ballyrock CLO 2006-2 LTD, as Lender
	 	 
	 

	 	BALLYROCK Investment Advisors LLC, as	 	 
	 

	 	Collateral Manager	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Lisa B. Rymut
 	 
	 	 	Name:  	Lisa B. Rymut 	 
	 	 	Title:  	Assistant Treasurer 	 



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	 	Other Lenders:
	 	 
	 
	 	 	 	 
	 

	 	Ballyrock CLO II Limited, as Lender	 	 
	 

	 	BALLYROCK Investment Advisors LLC, as	 	 
	 

	 	Collateral Manager	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Lisa B. Rymut
 	 
	 	 	Name:  	Lisa B. Rymut   	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	Other Lenders:
	 	 
	 
	 	 	 	 
	 

	 	Ballyrock CLO III Limited, as Lender 	 	 
	 

	 	BALLYROCK Investment Advisors LLC, as	 	 
	 

	 	Collateral Manager	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Lisa B. Rymut
 	 
	 	 	Name:  	Lisa B. Rymut 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 





	 	 	 	 	 



	 	 	 	 	 
	 

	 	BANK OF MONTREAL
	 	 
	 

	 	By: HIM Monegy, Inc., As Agent	 	 
	 
	 	 	 	 
	 

	 	as a Lender	 	 






	 	 	 	 	 
	 	 	 
	 	By  	/s/ Jason Anderson
 	 
	 	 	Name:  	Jason Anderson 	 
	 	 	Title:  	Associate 	 
	 




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	 	 	Barclays Bank, PLC	, 	 
	 
	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Daniel Picard
 

Name: Daniel Picard
	 	 
	 

	 	 	 	Title: U.S. Loan Trading	 	 






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	 	 	Bear Stearns Institutional Loan
	 	 
	 	 	Master Fund
	 	 
	 	 	By: Bear Stearns Asset Management Inc.
	 	 
	 	 	as its attorney-in-fact
	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ [ILLEGIBLE]
 

Name: [ILLEGIBLE]
	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 





	 	 	 	 	 
	 	BEAR STEARNS INVESTMENT PRODUCTS INC.,

as a Lender

 	 
	 	By  	/s/ Laura Torrado
 	 
	 	 	Name:  	Laura Torrado 	 
	 	 	Title:  	Authorized Signatory 	 
	 




2









 








	 	 	 	 	 	 	 
	 

	 	 	 	Bear Stearns Loan Trust	 	 
	 

	 	 	 	By: Bear Stearns Asset Management, Inc.,	 	 
	 

	 	 	 	as its attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ [ILLEGIBLE]
 

Name: [ILLEGIBLE]
	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 








	 	 	 	 	 	 	 	 	,
	 	 	 	 	 
	 	 	Beecher CBNA Loan Funding LLC,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Richard Newcomb
 

Name: Richard Newcomb
	 	 
	 

	 	 	 	 	 	Title: Attorney-in-fact	 	 






2









 








	 	 	 	 	 	 	 	 	,
	 	 	 	 	 
	 	 	Bismarck CBNA Loan Funding LLC,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Molly Walter
 

Name: Molly Walter
	 	 
	 

	 	 	 	 	 	Title: Attorney-In-Fact	 	 







2









 








	 	 	 	 	 
	 	BOSTON HARBOR CLO 2004-1, Ltd.

 	 
	 	/s/ Beth Mazor
 	 
	 	By: Beth Mazor 	 
	 	Title:  	V.P. 	 
	 



 









 










	 	 	 	 	 	 	 	 	 
	 	 	 	 	Brentwood CLO Ltd.	 	 
	 	 	 	 	By: Highland Capital Manager, L.P.	 	 
	 	 	 	 	As Collateral Management	 	 
	 	 	 	 	By: Strand Advisors, Inc.	 	 
	 	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Ken McGovern 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ken McGovern 	 	 
	 

	 	 	 	Title:
	 	Treasurer, Strand Advisors, Inc., General Partner of	 	 
	 

	 	 	 	 	 	Highland Capital Management, L.P.	 	 






2









 








	 	 	 	 	 	 	 	 	 
	 	 	Bushnell CBNA Loan Funding LLC, for itself or as 	 	 
	 	 	agent for Bushnell CFPI Loan Funding LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Richard Newcomb
 

Name: Richard Newcomb
	 	 
	 

	 	 	 	 	 	Title: Attorney-in-fact	 	 







2









 








	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 
	 	 	By: Callidus Debt Partners CLO Fund III Ltd.
	 	 
	 	 	By: Its Collateral Manager,
	 	 
	 	 	Callidus Capital Management, LLC
	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Peter Bennitt
 

Name: Peter Bennitt
	 	 
	 

	 	 	 	Title: Principal	 	 







 









 








	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 
	 	 	By: Callidus Debt Partners CLO Fund IV Ltd.
	 	 
	 	 	By: Its Collateral Manager,
	 	 
	 	 	Callidus Capital Management, LLC.
	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Peter Bennitt
 

Name: Peter Bennitt
	 	 
	 

	 	 	 	Title: Principal	 	 







 











 





	 	 	 	 	 
	 	 	Sankaty Advisors, LLC as Collateral
	 	 	Manager for Castle Hill I
	 	 	INGOTS, Ltd., as Term Lender	 
	 	 	 
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By
	 	/s/ Alan K. Halfenger
	 

	 	 	 	 
	 

	 	 	 	Name: Alan K. Halfenger
	 

	 	 	 	Title: Chief Compliance Officer
	 

	 	 	 	 Assistant Secretary







2









 





	 	 	 	 	 
	 	 	Sankaty Advisors, LLC as Collateral
	 	 	Manager for Castle Hill III CLO
	 	 	Limited, as Term Lender	 
	 	 	 
	 
	 	 	 	 
	 	 	as a Lender


	 

	 	By
	 	/s/ Alan K. Halfenger
	 

	 	 	 	 
	 

	 	 	 	Name: Alan K. Halfenger
	 

	 	 	 	Title: Chief Compliance Officer
	 

	 	 	 	Assistant
Secretary







2









 






	 	 	 	 	 
	 	 	Chatham Light II CLO, Limited, by
	 	 	Sankaty Advisors LLC, as Collateral Manager	 
	 	 	 
	 
	 	 	 	 
	 	 	as a Lender


	 

	 	By	 	/s/ Alan K. Halfenger
	 

	 	 	 	 
	 

	 	 	 	Name: Alan K. Halfenger
	 

	 	 	 	Title: Chief Compliance Officer
	 

	 	 	 	Assistant
Secretary







2









 






	 	 	 	 	 
	 	 	Chatham Light III CLO, Ltd
	 	 	By: Sankaty Advisors, LLC
	 	 	as Collateral Manager	 
	 	 	 
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By	 	/s/ Alan K. Halfenger
	 

	 	 	 	 
	 

	 	 	 	Name: Alan K. Halfenger
	 

	 	 	 	Title: Chief Compliance Officer

Assistant
Secretary







2









 





	 	 	 	 	,
	 	 

[Please print name of lender]



as a Lender

 	 
	 	By:  	/s/ Vincent Devito 	 
	 	 	Name:  	 	 
	 	 	Title:  	THE CIT GROUP

EQUIPMENT FINANCE INC

VINCENT DEVITO

MANAGING DIRECTOR 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Citicorp NA Inc.

 



as a Lender

 	 
	 	By  	/s/ Deborah Ironson
 	 
	 	 	Name:  	Deborah Ironson 	 
	 	 	Title:  	Vice President 	 
	 




2









 





	 	 	 	 	 
	 	ColumbusNova CLO Ltd. 2006-II



as a Lender

 	 
	 	By  	/s/ Tom Bohrer
 	 
	 	 	Name:  	Tom Bohrer 	 
	 	 	Title:  	Senior Director 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	ColumbusNova CLO Ltd.
2007-1	 
	 	 	   
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By	 	/s/ Tom Bohrer
 

	 
	 	 	 	Name: Tom Bohrer
	 

	 	 	 	Title: Senior Director






2









 






	 	 	 	 	 
	 

	 	 	 	CONFLUENT 4 LIMITED,
	LENDER:

	 	 	 	As Lender
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.,
	 

	 	 	 	As Sub-Manager
	 

	 	By:
	 	Loomis, Sayles & Company, Incorporated,
	 

	 	 	 	Its General Partner
	 
	 

	 	By:	 	/s/ Kevin J. Perry
	 

	 	 	 	 
	 

	 	 	 	By: Kevin J. Perry
	 

	 	 	 	Title: Vice President
















 






	 	 	 	 	 
	 	 	CREDIT SUISSE INTERNATIONAL
	 	 	 
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By
	 	/s/ Russell Wood
	 

	 	 	 	 
	 

	 	 	 	Name: Russell Wood
	 

	 	 	 	Title: Vice President






2









 






	 	 	 	 	 
	 	 	DELAWARE
DELCHESTER FUND, A SERIES OF DELAWARE GROUP INCOME FUND
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By
	 	/s/ Kevin Loome
	 

	 	 	 	 
	 

	 	 	 	Name: Kevin Loome
	 

	 	 	 	Title: Senior Vice President

Portfolio Manager








2











 





	 	 	 	 	 
	 	DELAWARE GROUP ADVISOR FUNDS,

DELAWARE
DIVERSIFIED, INCOME FUND
 	
	 	


as a Lender

 	 
	 	By:  	/s/ Kevin Loome
 	 
	 	 	Name:  	Kevin Loome 	 
	 	 	Title:  	Senior Vice President


Portfolio Manager 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	DELAWARE HIGH-YIELD OPPORTUNITIES
FUND 
A SERIES OF DELAWARE GROUP INCOME FUND
 	 
	 	


as a Lender

 	 
	 	By:  	/s/ Kevin Loome
 	 
	 	 	Name:  	Kevin Loome 	 
	 	 	Title:  	Senior Vice President


Portfolio Manager 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	DELAWARE VIP TRUST-DELAWARE VIP
DIVERSIFIED INCOME SERIES
 	
	 	


as a Lender

 	 
	 	By:  	/s/
Kevin Loome
 	 
	 	 	Name:  	Kevin Loome 	 
	 	 	Title:  	Senior Vice President


Portfolio Manager 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Deutsche Bank Trust Company, Americas,



as a Lender

 	 
	 	By  	/s/ Anca Trifan
 	 
	 	 	Name:  	Anca Trifan 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	 /s/ Yvonne Tilden
 	 
	 	 	Name:  	Yvonne Tilden 	 
	 	 	Title:  	Vice President 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Dorchester CBNA Loan Funding LLC



as a Lender

 	 
	 	By  	/s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-In-Fact 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	[ILLEGIBLE]

By: Highland Capital Management, L.P.

As Collateral Manager

By: Strand Advisors, Inc.

Its General Partner	 
	 	


as a Lender

 	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern 	 
	 	 	Title:  	Treasurer Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Emerald Orchard Limited
 	
	 	


as a Lender

 	 
	 	By  	/s/ Neam Ahmed
 	 
	 	 	Name:  	Neam Ahmed 	 
	 	 	Title:  	Authorized Signatory 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:





EMPLOYERS INSURANCE COMPANY OF WAUSAU,

as Lender

 	 
	 	By  	/s/ Sheila Finnerty
 	 
	 	 	Name:  	Sheila Finnerty 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Cricket Communications Am. No. 2]




 









 








	 	 	 	 	 
	 	Export Development Canada

as a Lender

 	 
	 	By  	/s/ Peter Johnston
 	 
	 	 	Name:  	Peter Johnston 	 
	 	 	Title:  	Loan Portfolio Manager 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	                     /s/ Allan Quiz
 	 
	 	 	Name:  	Allan Quiz 	 
	 	 	Title:  	Asset Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:





Fidelity Advisor Series II: Fidelity Advisor Floating

Rate High Income Fund, as Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:





Fidelity Advisor Series II: Fidelity Advisor

Strategic Income Fund, as Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:





FIDELITY AMERICAN HIGH YIELD FUND, as
Lender

Gary Ryan for Fidelity Investments Canada,

Limited, as Trustee of Fidelity American High

Yield Fund

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:





Fidelity Central Investment Portfolios LLC: Fidelity

Floating Rate Central Investment Portfolio, as

Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 











 





	 	 	 	 	 
	 	Other Lenders:


Fidelity Fixed-Income Trust: Fidelity High Income Fund, as Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Other Lenders:


Fidelity Puritan Trust: Fidelity Puritan Fund, as Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Other Lenders:


Fidelity School Street Trust: Fidelity Strategic Income Fund, as Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	Other Lenders:


Fidelity Summer Street Trust: Fidelity Capital & Income Fund, as Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	First Trust/Highland Capital Floating
Rate Income Fund II
 	
, 
	 	


as a Lender

 	 
	 	By  	/s/
M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn, Treasurer	 
	 	 	Title:  	 	 
	 




2









 





	 	 	 	 	 
	 	First Trust/Highland Capital Floating
Rate Income Fund 	
, 
	 	


as a Lender

 	 
	 	By  	/s/
M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn, Treasurer	 
	 	 	Title:  	 	 
	 




2









 





	 	 	 	 	 
	 	Flagship CLO III

By: Deutsche Investment Management Americas, Inc.

(as successor in interest to Deutsche Asset Management, Inc.),

As Collateral Manager

 
	 	By:  	/s/ Eric S. Meyer
 	 
	 	 	Eric S. Meyer, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Abdoulaye Thiam
 	 
	 	 	Name:  	Abdoulaye Thiam 	 
	 	 	Title:  	Vice President 	 
	 




2









 





	 	 	 	 	 
	 	Flagship CLO IV

By: Deutsche Investment Management Americas, Inc.

(as successor in interest to Deutsche Asset Management, Inc.),

As Collateral Manager

 
	 	By:  	/s/ Eric S. Meyer
 	 
	 	 	Eric S. Meyer, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Abdoulaye Thiam
 	 
	 	 	Name:  	Abdoulaye Thiam 	 
	 	 	Title:  	Vice President 	 
	 




2









 





	 	 	 	 	 
	 	Flagship CLO V

By: Deutsche Investment Management Americas, Inc.

(as successor in interest to Deutsche Asset Management, Inc.),

As Collateral Manager

 
	 	By:  	/s/ Eric S. Meyer
 	 
	 	 	Eric S. Meyer, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Abdoulaye Thiam
 	 
	 	 	Name:  	Abdoulaye Thiam 	 
	 	 	Title:  	Vice President 	 
	 




2









 





	 	 	 	 	 
	 	Flagship CLO VI

By: Deutsche Investment Management Americas, Inc.

       As Collateral Manager

 
	 	By:  	/s/ Eric S. Meyer
 	 
	 	 	Eric S. Meyer, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Abdoulaye Thiam
 	 
	 	 	Name:  	Abdoulaye Thiam 	 
	 	 	Title:  	Vice President 	 
	 




2









 





	 	 	 	 	 	 	 
	 	 	FORE CLO LTD. 2007- I	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Larry Xin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Larry Xin	 	 
	 

	 	 	 	Title: VP	 	 






2









 





	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 
	 	 	Fortress Credit Investments I LTD.	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Glenn P. Cummins	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Glenn P. Cummins	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
















 





	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 
	 	 	Fortress Credit Investments II LTD.	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Glenn P. Cummins	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Glenn P. Cummins	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 



















 





	 	 	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Fremont CBNA Loan
Funding LLC	 	 
	 	 	 
	 	 
	 	 	Fremont CBNA Funding LLC	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Erin Holmes	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Erin Holmes	 	 
	 

	 	 	 	Title:
	 	Officer	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	GALLATIN CLO II
2005-1 LTD.	 	 
	 	 	BY: BEAR
STEARNS ASSET MANAGEMENT INC.	 	 
	 	 	AS ITS COLLATERAL
MANAGER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ [ILLEGIBLE]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	[ILLEGIBLE]	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Gallatin CLO III
2007-1, Ltd.	 	 
	 	 	As Assignee	 	 
	 	 	By: Bear Stearns Asset
Management, Inc.	 	 
	 	 	as its Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ [ILLEGIBLE]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	[ILLEGIBLE]	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Gallatin Funding I Ltd.	 	 
	 	 	By: Bear Stearns Asset Management Inc.	 	 
	 	 	as its Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ [ILLEGIBLE]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	[ILLEGIBLE]	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






 









 





	 	 	 	 	 	 	 	 	 
		 	Gleneagles CLO, Ltd.	 	 
	 	 	By: Highland Capital Management, L.P., As Collateral Manager	 	 
	 	 	By: Strand Advisors, Inc, Its General Partner	 	 
	 
	 	 	as a Lender	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Ken McGovern	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ken McGovern, Treasurer	 
	 

	 	 	 	Title:
	 	Strand Advisors, Inc., General Partner of	 
	 

	 	 	 	 	 	Highland Capital Management, L.P.	 






2









 





	 	 	 	 	 	 	 	 	 
	 	 	Goldman Sachs Credit
Partners, L.P.	,	 
	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Pedro Ramirez	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Pedro Ramirez	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Grand Central Asset
Trust, HLD Series	 	 
	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Jason Muelver	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jason Muelver	 	 
	 

	 	 	 	Title:
	 	Atty-In-Fact	 	 






2









 





	 	 	 	 	 	 	 	 	 
	 	 	Grand Central Asset
Trust, HLD Series	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Jason Muelver	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jason Muelver	 	 
	 

	 	 	 	Title:
	 	Atty-In-Fact	 	 






2









 





	 	 	 	 	 	 	 	 	 
	 	 	Grand Central Asset
Trust, PFV Series	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Molly Walter	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Molly Walter	 	 
	 

	 	 	 	Title:
	 	Attorney-In-Fact	 	 






2









 





	 	 	 	 	 	 	 	 	 
	 	 	Grayson CLO, Ltd.	 	 
	 	 	By: Highland Capital
Management, LP,	 	 
	 	 	As Collateral Manager	 	 
	 	 	By: Strand Advisors,
Inc.,	 	 
	 	 	its General Partner	 	 
	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Ken McGovern	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ken McGovern, Treasurer	 	 
	 

	 	 	 	Title:
	 	Strand Advisors, Inc., General Partner of	 	 
	 

	 	 	 	 	 	Highland Capital Management, L.P.	 	 






2









 





	 	 	 	 	 	 	 	 	 
	 	 	Grayston CLO II 2004-1 LTD.	 	 
	 	 	By: Bear Stearns Asset
Management, Inc.,	 	 
	 	 	as its Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ [ILLEGIBLE]	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	[ILLEGIBLE]	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 







 











 





	 	 	 	 	 	 	 
	 

	 	 	 	Great Springs SPIRET Loan Trust

By: Wilmington Trust Company

not in its individual capacity but

solely as trustee
	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Rachel L. Simpson	 	 
	 

	 	 	 	 

Name: Rachel L. Simpson
	 	 
	 

	 	 	 	Title: Sr. Financial Services Officer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 	 	 	 	 	,	 
	 	 	 	 	 
	 	 	Halcyon Loan Investors CLO 1, LTD.	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Dave Martino	 	 
	 

	 	 	 	 
Name: Dave Martino	 	 
	 

	 	 	 	Title: Controller	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	,	 
	 	 	 	 	  
	 	 	Halcyon Structured Asset Management CLO 1, LTD.

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Dave Martino	 	 
	 

	 	 	 	 

Name: Dave Martino
	 	 
	 

	 	 	 	Title: Controller	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	,	 
	 	 	 	 	  
	 	 	Halcyon Structured
Asset Management Long 

Secured/Short Unsecured CLO 2006- 1 LTD.	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Dave Martino	 	 
	 

	 	 	 	 

Name: Dave Martino
	 	 
	 

	 	 	 	Title: Controller	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	,	 
	 	 	 	 	  
	 	 	Halcyon Structured Asset Management Long

Secured/Short Unsecured CLO 2007- 1, LTD.*

*Know before as: Halcyon Structured Asset

Management Long Secured/Short Unsecured CLO II LTD.	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Dave Martino	 	 
	 

	 	 	 	 

Name: Dave Martino
	 	 
	 

	 	 	 	Title: Controller	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	, 	 
	 	 	  	 	 
	 	 	Halcyon Structured Asset Management Long

Secured/Short Unsecured CLO  III LTD.	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Dave Martino	 	 
	 

	 	 	 	 
Name: Dave Martino
	 	 
	 

	 	 	 	Title: Controller	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Halcyon Structured Asset Management Long 


Secured/Short Unsecured 2007-2 LTD.* 
*Know before as: Genesis CBNA
Loan Funding LLC	 	 
	 
	 	 	 	 	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Dave Martino	 	 
	 

	 	 	 	 

Name: Dave Martino
	 	 
	 

	 	 	 	Title: Controller	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Harch CLO II Limited		 
	 
	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Michael E. Lewitt	 	 
	 

	 	 	 	 

Name: Michael E. Lewitt
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 






2









 






	 	 	 	 	 	 	 
	 	 	The Hartford Mutual
Funds, Inc., on behalf of the


Hartford Floating Rate Fund by Hartford 

Investment Management Company its sub-advisor,

as a lender,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Michael J. Bacevich	 	 
	 

	 	 	 	 

Name: Michael J. Bacevich
	 	 
	 

	 	 	 	Title: Managing Director	 	 






2









 






	 	 	 	 	 	 	 
	 	 	Highland Credit
Opportunities CDO Ltd 


By: Highland Capital Management, L.P.

As Collateral Manager


By: Strand Advisors, Inc., 


Its General Partner		 
	 
	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Ken McGovern	 	 
	 

	 	 	 	 

Name: Ken McGovern 


	 	 
	 

	 	 	 	Title: Treasurer Strand Advisors,
Inc., General Partner of
Highland Capital Management, L.P.	 	 






2









 






	 	 	 	 	 	 	 
	 	 	Highland Credit Strategies Fund		 
	 
	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ M. Jason Blackburn	 	 
	 

	 	 	 	 

Name: M. Jason Blackburn

Title: Treasurer
	 	 







2











 





	 	 	 	 	 
	 	
Highland Floating Rate Advantage Fund
 	 
	 	 	 
	 
	 	

as a Lender

 	 
	 	By   	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Treasurer 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	

Highland Loan Funding V Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisor, Inc., Its General Partner

 	 
	 	 	
	 	

as a Lender

 	 
	 	By   	     /s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern 	 
	 	 	Title:  	Treasurer Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	

Highland Floating Rate

Limited Liability Company

 	 
	 
	 	

as a Lender

 	 
	 	By  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Treasurer 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Highland Offshore Partners, L.P.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

 	 
	 
	 	as a Lender

 	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern 	 
	 	 	Title:  	Treasurer Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	HillMark Funding

By: HillMark Capital Management L.P.,

as Collateral Manager

 	 
	 	
 	
	 	 	 
	 	as a Lender

 	 
	 	By  	/s/ Kevin Cuskley
 	 
	 	 	Name:  	Kevin Cuskley 	 
	 	 	Title:  	Senior Portfolio Manager 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	HillMark Funding Ltd.

By: HillMark Capital Management L.P.,

as Collateral Manager

 	 
	 	
 	
	 	 	 
	 	 	 
	 
	 	as a Lender

 	 
	 	By  	/s/ Kevin Cuskley
 	 
	 	 	Name:  	Kevin Cuskley 	 
	 	 	Title:  	Senior Portfolio Manager 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:





Illinois Municipal Retirement Fund, as Lender

Pyramis Global Advisors Trust Company, as

Investment Manager Under Power of Attorney

 	 
	 	By  	/s/ Geoff W. Johnson
 	 
	 	 	Name:  	Geoff W. Johnson 	 
	 	 	Title:  	Vice President 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 

	 	 	,	 
	 

	 	 	 	 
	 

	 	[Please print name of lender]	 	 
	 
	 	 	 	 
	 

	 	as a Lender	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	ING Investment Management CLO III, LTD.	 	 	 	ING SENIOR INCOME FUND	 	 
	By:

	 	ING Alternative Asset Management LLC,

as its investment manager
	 	 	 	By:
	 	ING Investment Management Co. 

as its investment manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Robert Wilson	 	 	 	By:	 	/s/ Robert Wilson	 	 
	 	 	 	 	 	 	 	 	 
	Name: Robert Wilson	 	 	 	Name: Robert Wilson	 	 
	Title: Senior Vice President	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ING INVESTMENT MANAGEMENT CLO V, LTD.	 	 	 	ING International (II) - Senior Bank Loans Euro	 	 
	By:

	 	ING Alternative Asset Management LLC,

as its investment advisor
	 	 	 	By:
	 	ING Investment Management Co. 

as its investment manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Robert Wilson	 	 	 	/s/ Robert Wilson	 	 
	 	 	 	 	 	 	 
	Name:	 	 	 	Name:	 	 
	Title: 	 	 	 	Title: 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ING PRIME RATE TRUST	 	 	 	ING International (II) - Senior Bank Loans USD	 	 
	By:

	 	ING Investment Management Co.

as its investment manager
	 	 	 	By:
	 	ING Investment Management Co.

as its investment manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Robert Wilson	 	 	 	/s/ Robert Wilson	 	 
	 	 	 	 	 	 	 	 	 
	Name:	 	 	 	Name:	 	 
	Title:	 	 	 	Title: 	 	 






2









 





	 	 	 	 	 
	 	Other Lenders:





Inwood Park CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Colateral Manager

 	 
	 	
 	
	 	 	 
	 	 	 
	 
	 	as Lender

 	 
	 	By  	/s/ Dean T. Criares
 	 
	 	 	Name:  	DEAN T. CRIARES 	 
	 	 	Title:  	Senior Managing Director 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	Jasper CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc, Its General Partner

 	 
	 	 	 
	 
	 	as a Lender

 	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer	 
	 	 	Title:  	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:





J. P. Morgan Whitefriars Inc.

 	 
	 	as Lender 	 
	 
	 	 	 
	 	By  	/s/ Virginia R. Conway
 	 
	 	 	Name:  	Virginia R. Conway 	 
	 	 	Title:  	Vice President 	 
	 














 





	 	 	 	 	 
	 	Katonah III, Ltd. by Sankaty

Advisors LLC as Sub-Advisors	 
	 
	 	as a Lender

 	 
	 	By  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer 
Assistant Secretary 	 
	 




2









 





	 	 	 	 	 
	 	Katonah IV, Ltd. by Sankaty

Advisors, LLC as Sub-Advisors	 
	 
	 	as a Lender

 	 
	 	By  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer

Assistant Secretary 	 
	 




2









 





	 	 	 	 	 
	 	KATONAH VII CLO LTD


as a Lender

 	 
	 	By  	/s/ Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized Officer 
Katonah Debt Advisors, L.L.C.

As Manager 	 
	 




2











 





	 	 	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lafayette Square CDO Ltd.	 	 
	 	 	By Blackstone Debt Advisors L.P.

As Collateral Manager 	 	 
	 	 
	,
	 	 
as Lender
 
	 	 	By:  	 	/s/ DEAN T. CRIARES	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	DEAN T. CRIARES	 	 
	 

	 	 	 	Title:
	 	Senior Managing Director	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 	,	 
	 	 	Landmark IX CDO Limited	 	 
	 	 	By Aladdin Capital Management, LLC

as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Pallo Blum-Tucker	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Pallo Blum-Tucker	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 	,	 
	 	 	Landmark VIII CLO Limited	 	 
	 	 	By Aladdin Capital Management, LLC

as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Pallo Blum-Tucker	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Pallo Blum-Tucker	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 	,	 
	 	 	Landmark XI CDO Limited	 	 
	 	 	By Aladdin Capital Management, LLC 
as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Pallo Blum-Tucker	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Pallo Blum-Tucker	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	Other Lenders:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Lehman Commercial Paper Inc.	,	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Randall Braunfeld	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Randall Braunfeld	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory	 	 







 












 





	 	 	 	 	 
	 	Liberty CLO, Ltd.


By: Highland Capital Management, L.P.


As Collateral Manager
 	 
	 	By:  	    Strand Advisors, Inc., Its General Partner
 	, 
	 	 	[Please print name of lender] 	 
	 	 	 	 
	 
	 	as a Lender

 	 
	 	By   	/s/  Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer 	 
	 	 	Title:  	Strand Advisors, Inc.,  General Partner of
Highland Capital Management, L.P. 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Other Lenders:



LIBERTY MUTUAL FIRE INSURANCE COMPANY,

as Lender

 	 
	 	By  	/s/  Sheila Finnerty
 	 
	 	 	Name: Sheila Finnerty 	 
	 	 	Title: Vice President 	 
	 



[Signature
Page to Cricket Communications Am. No. 2]





 









 









	 	 	 	 	 
	 	Other Lenders:



LIBERTY MUTUAL INSURANCE COMPANY,

as Lender

 	 
	 	By  	/s/  Sheila Finnerty
 	 
	 	 	Name: Sheila Finnerty 	 
	 	 	Title: Vice President 	 
	 



[Signature
Page to Cricket Communications Am. No. 2]






 









 













	 	 	 	 	 
	 	Lincoln National Life [illegible] By Delaware Investment Advisors, A Series of Delaware Management Business Trust


	 	        [Please print name of lender]





as a Lender

 	 
	 	By:  	/s/ Kevin Loome
 	 
	 	 	Name: Kevin Loome 	 
	 	 	Title: Senior Vice President

          Portfolio Manager 	 
	 




2









 





	 	 	 	 	 
	 	Loan Funding IV LLC

By: Highland Capital Management, L.P., As Collateral
       Manager
 	 
	 	By:  	 Strand Advisors,  Inc., Its  General Partner
 	 
	 
	 	 	, 
	 	 	[Please
print name of lender] 	 
	 
	 	as a Lender

 	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name: Ken McGovern, Treasurer 	 
	 	 	Title: Strand Advisors, Inc.,
General Partner of

          Highland Capital Management, L.P. 	 
	 




2











 





	 	 	 	 	 
	 	Loan Funding VI LLC,

for itself or as agent for

Corporate Loan Funding VI LLC
,
     [Please print name of lender]



as a Lender

 	 
	 	By 	/s/ DEAN T. CRIARES
 	 
	 	 	Name:  	DEAN T. CRIARES 	 
	 	 	Title:  	Senior Managing Director 	 



2









 





	 	 	 	 	 
	 	Loan Funding VII LLC

By: Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner




,
     [Please print name of lender]



as a Lender

 	 
	 	By 	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern,  Treasurer 	 
	 	 	Title:  	Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 



2









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC as Collateral

Manager for Loan Funding XI LLC,

As Term Lender

	 	 	,
	 	as a Lender

 
	 	By 	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer

Assistant Secretary 	 



2









 





	 	 	 	 	 
	 	Loan Star State Trust

By: Highland Capital Management, L.P., As Collateral 
       Manager

By: Strand Advisors, Inc., Its Investment Advisor



,
     [Please print name of lender]



as a Lender

 	 
	 	By 	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer 	 
	 	 	Title:  	Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 



2









 





	 	 	 	 	 
	 	LOOMIS SAYLES CLO I, LTD.

By Loomis, Sayles and Company, L.P.

          its collateral manager

By Loomis, Sayles and Company, Inc.

          its general partner

 	 
	 	By:  	/s/ Kevin P. Charleston
 	 
	 	 	Name:  	Kevin P. Charleston 	 
	 	 	Title:  	Executive Vice President 	 













 






	 	 	 	 	 
	 	Loomis Sayles CLO I, Ltd.,

     [Please print name of lender]



as a Lender

 	 
	 	By:  	Please See Following Page
 	 
	 	 	Name: 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	LOOMIS SAYLES CAYMAN LEVERAGED SENIOR LOAN FUND LTD.,

As Lender

By: Loomis, Sayles & Company, L.P.,

       Its Investment Manager

By: Loomis, Sayles & Company, Incorporated,

       Its General Partner

 	 
	 	By:  	/s/ John R. Bell
 	 
	 	 	Name:  	John R. Bell 	 
	 	 	Title:  	Vice President 	 
	 
















 





	 	 	 	 	 
	 	Loomis Sayles Cayman Leveraged Senior
Loan Fund Ltd.,

     [Please print name of lender]



as a Lender

 	 
	 	By:  	Please See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 





	 	 	 	 	 
	 	LOOMIS SAYLES LEVERAGED SENIOR LOAN FUND LTD.

As Lender
	 	By:  	Loomis, Sayles & Company, L.P.,
Its Investment Manager

	 	By:  	Loomis, Sayles & Company, Incorporated,

Its General Partner
 	 
	 	By:  	/s/ Kevin J. Perry
 	 
	 	 	Name:  	Kevin J. Perry 	 
	 	 	Title:  	Vice President 	 



 









 





	 	 	 	 	 
	 	Loomis Sayles Leveraged Senior Loan Fund Ltd.,

     [Please print name of lender]



as a Lender

 	 
	 	By:  	Please See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 
	 	THE LOOMIS SAYLES SENIOR LOAN FUND II LLC

By:    Loomis, Sayles & Company, L.P., Its Managing Member

By:    Loomis, Sayles & Company, Inc., Its General Partner

 	 
	 	By:  	/s/ Kevin J. Perry
 	 
	 	 	Kevin J. Perry 	 
	 	 	Title:  	Vice President 	 



 









 





	 	 	 	 	 
	 	The Loomis Sayles Senior Loan Fund II LLC,

     [Please print name of lender]



as a Lender

 	 
	 	By:  	Please See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 





	 	 	 	 	 
	 	MACKAY SHORT DURATION ALPHA FUND


By:  MacKay Shields LLC

as Investment Adviser and not individually

 	 
	 	By:  	/s/ Dan Roberts
 	 
	 	 	Dan Roberts 	 
	 	 	Sr. Managing Director






1









 





	 	 	 	 	 
	 	Other Lenders:
 
	 	By:  	MAPS CLO Fund II, Ltd. 	 
	 	By:  	Its Collateral Manager,
	 
	 	Callidus Capital Management, LLC
 
	,
	 	

as Lender 


	 	By:  	/s/ Peter Bennitt

 	 
	 	 	Name:  	Peter Bennitt	 
	 	 	Title:  	Principal	 
















 





	 	 	 	 	 
	 	MILLCREEK CBNA LOAN FUNDING LLC

 

     [Please print name of lender]

 	 
	 	 	 	 	 
	 	as a Lender

 	 
	 	By  	/s/ ERIN HOLMES
 	 
	 	 	Name:  	ERIN HOLMES 	 
	 	 	Title:  	OFFICER 	 



2









 






	 	 	 	 	 
	 	Other Lenders:



Monument Park CDO Ltd.
 	 
	 	By:  	Blackstone Debt Advisors L.P.
 	 
	 	As Collateral Manager 	 
	 	 	,
	 
	 	as Lender

 	 
	 	By  	/s/ DEAN T. CRIARES
 	 
	 	 	Name:  	DEAN T. CRIARES 	 
	 	 	Title:  	Senior Managing  Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Morgan Stanley Senior Funding, Inc.

 as a Lender

 	 
	 	By  	/s/ Donna M. Souza
 	 
	 	 	Name:  	Donna M. Souza 	 
	 	 	Title:  	Vice President 	 



2









 





	 	 	 	 	 
	 	Other Lenders:



Mountain View CLO II, Ltd.
 	 
	 	By:  	Seix Advisors, a fixed income division of
 	 
	 	 	Trusco Capital Management, Inc., as Collateral 	 
	 	 	Manager 	 
	 
	 	as Lender

 	 
	 	By  	/s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias  	 
	 	 	Title:  	PM, Seix Advisors 	 



 









 






	 	 	 	 	 
	 	Sankaty Advisors, LLC as Collateral
 Manager for Nash Point CLO,

 Limited, as Collateral Manager	,
	 	

as a Lender

 	 
	 	By  	/s/ Alan K. Halfenger
 	 
	 	 	Name: Alan K. Halfenger  	 
	 	 	Title:  	Chief Compliance Officer

Assistant Secretary 	 



2









 






	 	 	 	 	 
	 	Other Lenders:




NATIXIS



as Lender

 	 
	 	By  	/s/ Edward N. Parkes IV
 	 
	 	 	Name:  	Edward N. Parkes IV 	 
	 	 	Title: Director 	 
	 
	 	 	 
	 	By  	                                           /s/ Harold Birk
 	 
	 	 	Name:  	Harold Birk 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 
	 	New York Life Insurance Company (Guaranteed Products)
 	 
	 	By:  	MacKay Shields LLC
 	 
	 	 	as Investment Adviser and not individually 	 
	 	 	 	 
	 	 	 
	 	By  	/s/ Dan Roberts
 	 
	 	 	Dan Roberts 	 
	 	 	Sr. Managing Director 	 
	 




1











 





	 	 	 	 	 
	 	New York Life Insurance Company, GP — Portable Alpha

 	 
	 	By:  	 MacKay Shields LLC
 	 
	 	 	as Investment Adviser and not individually 	 
	 
	 	By:  	/s/ Dan Roberts
 	 
	 	 	Dan Roberts 	 
	 	 	Sr. Managing Director 	 



1









 







	 	 	 	 	 
	 	Nuveen Preferred and Convertible Income Strategy

,
 


as a Lender 	 
	 
	 	By:  	Symphony Asset Management, LLC
 	 
	 
	 	By  	                                                   /s/ Lenny Mason
 	 
	 	 	Name:  	Lenny Mason 	 
	 	 	Title:  	Portfolio Manager 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	Nuveen Preferred and Convertible Income Strategy 2

,
 



as a Lender

 	 
	 	By:  	 Symphony Asset Management, LLC
 	 
	 	 	 
	 	By  	                                                   /s/ Lenny Mason
 	 
	 	 	Name:  	Lenny Mason 	 
	 	 	Title:  	Portfolio Manager 	 



2









 







	 	 	 	 	 
	 	Other Lenders:





ORIX Finance Corp.,

as Lender

 	 
	 	By  	/s/ Christopher L. Smith
 	 
	 	 	Name:  	Christopher L. Smith 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 
	 	Other Lenders:





OSPREY CDO 2006-1 LTD

 	 
	 	BY BRIGHTWATER CAPITAL MANAGEMENT

A DIVISION OF WESTLB ASSET MANAGEMENT (US) LLC

as COLLATERAL MANAGER

 	 
	 	 	 
	 	
 	 
	 	[Print or insert name of lender] 	 
	 	 	 
	 
	 	as Lender

 	 
	 	By  	/s/ CHRISTIAN GRANE
 	 
	 	 	Name:  	CHRISTIAN GRANE 	 
	 	 	Title:  	DIRECTOR 	 
	 
	 	 	 
	 	By  	/s/ Thomas Irwin
 	 
	 	 	Name:  	Thomas Irwin 	 
	 	 	Title:  	Executive Director 	 
	 



 









 




	 	 	 	 	 
	 	Pacific Select Fund-Floating Rate Loan Portfolio
 	 
	 	 	 
	 	
 	 
	 	[Please print name of lender] 	 
	 
	 	as a Lender

 	 
	 	 	 
	 	By  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn, Treasurer	 
	 	 	Title:  	 	 




2 









 







	 	 	 	 	 
	 	PACIFIC SELECT FUND — HIGH YIELD BOND PORTFOLIO



as a Lender

 	 
	 	By:  	 Pacific Life Fund Advisors LLC in its capacity as Investment Adviser
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	      /s/ Lori Johnstone
 	 
	 	 	Name:  	Lori Johnstone 	 
	 	 	Title:  	Assistant Vice President/ Portfolio Manager 	 
	 
	 	 	 
	 	By:  	      /s/ Michael Long
 	 
	 	 	Name:  	Michael Long 	 
	 	 	Title:  	Assistant Vice President/ Portfolio Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACIFIC SELECT FUND — HIGH YIELD BOND PORTFOLIO

as a Lender

 	 
	 	By:  	Pacific Life Fund Advisors LLC in its capacity as Investment Adviser
 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	      /s/ Lori Johnstone
 	 
	 	 	Name:  	Lori Johnstone 	 
	 	 	Title:  	Assistant Vice President/Portfolio Manager 	 
	 
	 	 	 
	 	By:  	      /s/ Michael Long
 	 
	 	 	Name:  	Michael Long 	 
	 	 	Title:  	Assistant Vice President/Portfolio Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Phoenix Edge Series Fund: Phoenix Multi-Sector Fixed Income Series,



as a Lender

 	 
	 	By  	/s/ David M. Byerly
 	 
	 	 	Name:  	David M. Byerly 	 
	 	 	Title:  	Managing Director 	 



5









 






	 	 	 	 	 



	 	 	 	 	 
	 	Phoenix Edge Series Fund: Phoenix Multi-Sector Short Term Bond Series,



as a Lender

 	 
	 	By  	/s/ David M. Byerly
 	 
	 	 	Name:  	David M. Byerly 	 
	 	 	Title:  	Managing Director 	 
	 




6











 





	 	 	 	 	 
	 	Phoenix Low Duration Core Plus Bond Fund,



as a Lender

 	 
	 	By  	/s/ David M. Byerly
 	 
	 	 	Name:  	David M. Byerly 	 
	 	 	Title:  	Managing Director 	 



2









 







	 	 	 	 	 
	 	Phoenix Multi-Sector Fixed Income Fund,



as a Lender

 	 
	 	By  	/s/ David M. Byerly
 	 
	 	 	Name:  	David M. Byerly 	 
	 	 	Title:  	Managing Director 	 



3









 






	 	 	 	 	 
	 	Phoenix Multi-Sector Short Term Bond Fund,



as a Lender

 	 
	 	By  	/s/ David M. Byerly
 	 
	 	 	Name:  	David M. Byerly 	 
	 	 	Title:  	Managing Director 	 



4









 






	 	 	 	 	 
	 	     Pioneer
Floating Rate Trust
 	 
	 	 	, 
	 	          [Please print name of lender]	 
	 	 	 
	 	as a Lender	 
	 	 	 
	 	By  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn, Treasurer 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 
	 	Pioneer Investment Management, Inc., on behalf of:

Pioneer Floating Rate Fund

Pioneer Diversified High Income Trust

as Lender

 	 
	 	By  	/s/ Steven Morrison
 	 
	 	 	Name:  	Steven Morrison 	 
	 	 	Title:  	Counsel 	 



 









 






	 	 	 	 	 
	 	     Primas
CLO I, Ltd. 	, 
	 	          [Please print name of lender]	 
	 	 	 
	 	as a Lender	 
	 	 	 
	 	By  	/s/ Michael R. Feeney
 	 
	 	 	Name:  	Michael R Feeney 	 
	 	 	Title:  	ANALYST 	 



2









 







	 	 	 	 	 
	 	Other Lenders:



Prospect Park CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager	,

	 	
as Lender

 	 
	 	By  	/s/ DEAN T. CRIARES
 	 
	 	 	Name:  	DEAN T. CRIARES 	 
	 	 	Title:  	Senior Managing Director 	 













 






	 	 	 	 	 
	PUTNAM BANK LOAN FUND (CAYMAN)

MASTER FUND, a series of the PUTNAM

OFFSHORE MASTER SERIES TRUST,

by The Putnam Advisory Company, LLC

 	 	 
	/s/ Angela Patel
 	 	 
	Name:  	Angela Patel 	 	 
	Title:  	Vice President 	 	 













 






	 	 	 	 	 
	 	PUTNAM FLOATING RATE INCOME FUND

 	 
	 	By: 	/s/ Beth Mazor
 	 
	 	 	Beth Mazor 	 
	 	 	Title:  V.P. 		 













 







	 	 	 	 	 
	 	PUTNAM HIGH YIELD ADVANTAGE FUND

 	 
	 	By: 	/s/ Beth Mazor
 	 
	 	 	Beth Mazor 	 
	 	 	Title:  V.P. 		 
















 





	 	 	 	 	 
	 	 	 
	 	 PUTNAM HIGH YIELD ADVANTAGE FUND,
 	 
	 	     [Please print name of lender] 	 
	 
	 	as a Lender 	 
	 
	 	By  	See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 





	 	 	 	 	 
	 	 	 
	 	   PUTNAM HIGH YIELD TRUST,
 	 
	 	     [Please print name of lender] 	 
	 
	 	as a Lender
 	 
	 
	 	By  	See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 





	 	 	 	 	 
	 	PUTNAM VARIABLE TRUST — PVT 

HIGH YIELD FUND

 	 
	 	By:  	/s/ Beth Mazor
 	 
	 	 	 Beth Mazor	 
	 	 	Title: V.P. 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	    PUTNAM VARIABLE TRUST — PVT HIGH YIELD FUND,
 	 
	 	    [Please print name of lender] 	 
	 
	 	as a Lender 	 
	 
	 	By  	 See Following Page
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	PUTNAM HIGH YIELD TRUST 

 	 
	 	By:  	/s/ Beth Mazor
 	 
	 	 	Beth Mazor 	 
	 	 	Title: V.P. 	 
	 	 	 	 



 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC as Collateral 

Manager for Race Point CLO,


Limited, as Term Lender
 	, 
	 	
as a Lender
 	 
	 
	 	By  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 



2









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC as
Collateral
 Manager for Race
Point II CLO,
 Limited, as Term
Lender
 	, 
	 
	 	as a Lender
 	 
	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer Assistant Secretary 	 



2









 






	 	 	 	 	 
	 	Red River CLO Ltd. 	 
	 	By:  	Highland Capital Management, L.P. 
As Collateral Manager
 	 
	 	By:  	
Strand Advisors, Inc., Its General Partner
 	 
	 
	 	
 	, 
	 	     [Please print name of lender] 	 
	 
	 	as a Lender
 	 
	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer 	 
	 	 	Title:  	 Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P. 	 



2









 








	 	 	 	 	 
	 	Rockwall CDO LTD.
 	 
	 
	 	By:  	Highland Capital Management, L.P.
 As Collateral Manager
 	 
	 	By:  	
 Strand Advisors, Inc., Its General Partner
 	 
	 	
 	 
	 	     [Please print name of lender] 	 
	 
	 	as a Lender

 	 
	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer	 
	 	 	Title:  	 Strand Advisors, Inc., General Partner of

Highland Capital Management, LP 	 



2









 







	 	 	 	 	 
	 	Rockwall CDO III Ltd.
 	 
	 	By:  	 Highland Capital Management, LP. 
As Collateral Manager
 	 
	 	By:  	
 Strand Advisors, Inc., 
Its General Partner
 	 
	 	
 	, 
	 	     [Please print name of lender] 	 
	 	 	 
	 	as a Lender
 	 
	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer 	 
	 	 	Title:  	 Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P. 	 
	 




2 











 





	 	 	 	 	 
	 	Rockwall CDO II LTD.

By: Highland Capital Management, L.P.

As Collateral Manager

By: Strand Advisors, Inc.,

Its General Partner	, 
	 	     [Please print name of lender] 	 
	 	
as a Lender
 	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer  	 
	 	 	Title:  	Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P. 	 



2









 





	 	 	 	 	 
	 	Sanford C. Bernstein Fund — Intermediate Duration Portfolio.

By: AllianceBernstein L.P., as Investment Advisor

 	 
	 	By  	/s/ Nantha Suppiah
 	 
	 	 	Name:  	Nantha Suppiah 	 
	 	 	Title:  	Vice President 	 



2









 





	 	 	 	 	 
	 	Sankaty High Yield Partners II, L.P.

	 	 	, 
	 	
 as a Lender
 	 
	 	By  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer

Assistant Secretary 	 



2









 





	 	 	 	 	 
	 	Southfork CLO, Ltd.

By: Highland Capital Management, L.P., As Collateral

       Manager

By: Strand Advisors, Inc., Its General Partner
	 	 	, 
	 	 	     [Please print name of lender]
	 	 	
as a Lender
 	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer 	 
	 	 	Title:  	Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P. 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	 

Stedman CBNA Loan Funding LLC, for itself or as

agent for Stedman CFPI Loan Funding LLC.,



as a Lender

 	 
	 	By  	/s/ Richard Newcomb
 	 
	 	 	Name:  	Richard Newcomb 	 
	 	 	Title:  	Attorney-in-fact 	 



2









 






	 	 	 	 	 
	 	Other Lenders:

 	 
	 
	 	STRAND FUNDING

 	 
	 	 	 
	 	
 	 
	 	[Print or insert name of lender] 	 
	 	 	 
	 
	 	as Lender

 	 
	 
	 	By:  	/s/ NEAM AHMED
 	 
	 	 	Name:  	NEAM AHMED 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Stratford CLO, Ltd,

By: Highland Capital Management, L.P,

As Collateral Manager

By: Strand Advisors, Inc.,

Its General Partner





     [Please print name of lender] 



as a Lender

 	 
	 	By  	/s/ Ken McGovern
 	 
	 	 	Name:  	Ken McGovern, Treasurer 	 
	 	 	Title:  	Strand Advisors, Inc., General Partner of

Highland Capital Management, L.P. 	 



2









 







	 	 	 	 	 
	 	Symphony CLO I	 	 	 
	 	 	, 	 
	 	as a lender 	 	 	 
	 
	 	By: Symphony Asset Management, LLC	 	 	 
	 
	 	By  	/s/ Lenny Mason
 	 
	 	 	Name:  	Lenny Mason  	 
	 	 	Title:  	Portfolio Manager 	 



2









 





	 	 	 	 	 
	 	Symphony CLO II	 	 	 
	 	 	, 	 
	 	as a lender 	 	 	 
	 
	 	By: Symphony Asset Management, LLC	 	 	 
	 
	 	By  	/s/ Lenny Mason
 	 
	 	 	Name:  	Lenny Mason  	 
	 	 	Title:  	Portfolio Manager 	 



2









 





	 	 	 	 	 
	 	Symphony CLO IV	 	 	 
	 	 	, 	 
	 	as a lender 	 	 	 
	 
	 	By: Symphony Asset Management, LLC	 	 	 
	 
	 	By  	/s/ Lenny Mason
 	 
	 	 	Name:  	Lenny Mason  	 
	 	 	Title:  	Portfolio Manager 	 





2











 





	 	 	 	 	 
	 	Toronto Dominion (New York), LLC,

[Please print name of lender]



as a Lender

 	 
	 	By  	/s/ Bebi Yasin
 	 
	 	 	Name:  	Bebi Yasin 	 
	 	 	Title:  	Authorized Signatory 	 
	 




2









 





	 	 	 	 	 
	 	Toronto Dominion (New York), LLC,

[Please print name of lender]



as a Lender

 	 
	 	By  	/s/ Bebi Yasin
 	 
	 	 	Name:  	Bebi Yasin 	 
	 	 	Title:  	Authorized Signatory 	 
	 




2









 





	 	 	 	 	 
	 	Other Lenders:



Trimaran CLO VII Ltd

By Trimaran Advisors, L.L.C.,

as Lender

 	 
	 	By  	/s/ David M. Millison
 	 
	 	 	Name:  	David M. Millison 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	UBS AG, Stamford Branch

,
 

as Lender

 	 
	 	By  	/s/ Douglas Gervolino
 	 
	 	 	Name:  	Douglas Gervolino 	 
	 	 	Title:  	Director
Banking Products
Services, US 	 
	 
	 	 	 
	 	By  	                  /s/ Toba Lumbantobing
 	 
	 	 	Name:  	Toba Lumbantobing 	 
	 	 	Title:  	Associate Director
Banking Products
Services, US 	 
	 




 









 





	 	 	 	 	 
	 	Other Lenders:



Union Square CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager
,
 


as Lender

 	 
	 	By  	/s/ DEAN T. CRIARES
 	 
	 	 	Name:  	DEAN T. CRIARES 	 
	 	 	Title:  	Senior Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Other Lenders:



Variable Insurance Products Fund IV: Strategic

Income Portfolio, as Lender

 	 
	 	By  	/s/ Gary Ryan
 	 
	 	 	Name:  	Gary Ryan 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	WatchTower CLO I PLC

By: Citadel Limited Partnership, Collateral Manager

By: Citadel Investment Group, L.L.C., its General Partner

,
 


as a Lender
 	 
	 	By  	/s/ ERICA L. TARPEY
 	 
	 	 	Name:  	ERICA L. TARPEY 	 
	 	 	Title:  	Authorized Signatory 	 
	 




2









 





	 	 	 	 	 
	 	Other Lenders:



WB Loan Funding 1, LLC



as Lender

 	 
	 	By  	/s/ Diana M Himes
 	 
	 	 	Name:  	Diana M Himes 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Other Lenders:



WB Loan Funding 2, LLC

as Lender

 	 
	 	By  	/s/ Diana M Himes
 	 
	 	 	Name:  	Diana M Himes 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Other Lenders:



WB Loan Funding 5, LLC


as Lender

 	 
	 	By  	/s/ Diana M Himes
 	 
	 	 	Name:  	Diana M Himes 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	 Other Lenders:

 	 
	 
	 	Wells Capital Management 12222133

Wells Capital Management 13702900 

Wells Capital Management 13923601

Wells Capital Management 16959700 

Wells Capital Management 16959701 

Wells Capital Management 18866500

 	 
	 
	 	
 	, 
	 	[Print or insert name of lender]  	 
	 	as Lender 	 
	 
	 	By  	/s/ Zachary Tyler
 	 
	 	 	Name:  	Zachary Tyler 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	Westchester CLO, Ltd.
 	 
	 	By:  	Highland Capital Management, L.P., As Servicer
 	 
	 	By:  	
 Strand Advisors, Inc., Its General Partner
 	 
	 
	 	
 	 
	 	[Please print name of lender] 	 
	 
	 	as a Lender
 	 
	 
	 	By  	/s/ Ken McGovern,
 	 
	 	 	Name:  	Ken McGovern 	 
	 	 	Title:  	Treasurer Strand Advisors, Inc.,General Partner of
Highland Capital Management, L.P. 	 



2 









 






	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Yorkville CBNA Loan Funding LLC, for itself or as 	 
	 	agent for Yorkville CFPI Loan Funding LLC 	 
	 
	 	as a Lender:

 	 
	 
	 	By  	/s/ Richard Newcomb
 	 
	 	 	Name:  	Richard Newcomb 	 
	 	 	Title:  	Attorney-in-fact 	 



2 









 







CONSENT




Dated as of November __, 2007




          Each of the undersigned, as Guarantor under the Amended and Restated Parent Guaranty dated as
of June 16, 2006 (in the case of Leap Wireless International, Inc.) or the Amended and Restated
Subsidiary Guaranty dated as of June 16, 2006 (collectively, the “Guaranty”), in each case, in
favor of the Administrative Agent and the Lenders party to the Credit Agreement referred to in the
foregoing Amendment, hereby consents to such Amendment and the transactions contemplated by such
Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such
Amendment, the Guaranty is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import shall mean and be a reference to the Credit Agreement, as amended by such
Amendment, and (b) the Collateral Documents to which such Guarantor is a party and all of the
Collateral described therein do, and shall continue to, secure the payment of all of the
obligations to be secured thereunder.




	 	 	 	 	 
	 	LEAP WIRELESS INTERNATIONAL, INC.

BACKWIRE.COM, INC.

TELEPHONE ENTERTAINMENT 
NETWORK, INC.

CRICKET LICENSEE (REAUCTION), INC.

CRICKET LICENSEE I, INC.

CHASETEL REAL ESTATE HOLDING COMPANY, INC.

CRICKET ALABAMA PROPERTY

COMPANY

CRICKET ARIZONA PROPERTY COMPANY

CRICKET ARKANSAS PROPERTY

COMPANY

CRICKET CALIFORNIA PROPERTY

COMPANY

CRICKET COLORADO PROPERTY

COMPANY

CRICKET FLORIDA PROPERTY COMPANY

CRICKET GEORGIA PROPERTY

COMPANY, INC.

CRICKET IDAHO PROPERTY COMPANY

CRICKET ILLINOIS PROPERTY COMPANY

CRICKET INDIANA PROPERTY COMPANY

CRICKET KANSAS PROPERTY COMPANY

CRICKET KENTUCKY PROPERTY

COMPANY

CRICKET MICHIGAN PROPERTY





 









 





	 	 	 	 	 
	 	COMPANY

CRICKET MINNESOTA PROPERTY

COMPANY

CRICKET MISSISSIPPI PROPERTY

COMPANY

CRICKET NEBRASKA PROPERTY

COMPANY

CRICKET NEVADA PROPERTY COMPANY

CRICKET NEW MEXICO PROPERTY

COMPANY

CRICKET NEW YORK PROPERTY

COMPANY, INC.

CRICKET NORTH CAROLINA PROPERTY

COMPANY

CRICKET OHIO PROPERTY COMPANY

CRICKET OKLAHOMA PROPERTY

COMPANY

CRICKET OREGON PROPERTY COMPANY

CRICKET PENNSYLVANIA PROPERTY

COMPANY

CRICKET TEXAS PROPERTY COMPANY

CRICKET UTAH PROPERTY COMPANY

CRICKET WASHINGTON PROPERTY

COMPANY

CRICKET WISCONSIN PROPERTY

COMPANY

LEAP PCS MEXICO, INC.

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ALASKA NATIVE BROADBAND 1, LLC

 	 
	 
	 	By:  	Cricket Communications, Inc.

Its Manager and sole member
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 







	 	 	 	 	 
	 	ALASKA NATIVE BROADBAND 1
LICENSE, LLC
 	 
	 
	 	By:  	Alaska Native Broadband 1, LLC
Its Manager and sole member
 	 
	 
	 	 	 
	 	By:  	 Cricket Communications, Inc. 

Its Manager and sole member
 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 







EXHIBIT

COMMERCIAL PAPER




ASSET-BACKED COMMERCIAL
PAPER




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	S&P*	 	Moody’s*	 	Amount	 	Maturity
	ATLAS CAPITAL CORP
	 	 	A1+	 	 	P	1	 	 	$	11,000,000	 	 	15-Nov-07
	ATLAS CPTL CP 11/15/07
	 	 	A1+	 	 	P	1	 	 	$	9,000,000	 	 	15-Nov-07
	ATLAS CAPITAL CORP
	 	 	A1+	 	 	P	1	 	 	$	300,000	 	 	15-Nov-07
	GOVCO LLC CP 11/15/07
	 	 	A1	 	 	P	1	 	 	$	2,600,000	 	 	15-Nov-07
	PICAROS FNDG CP 11/15/07
	 	 	A1	 	 	P	1	 	 	$	3,800,000	 	 	15-Nov-07
	BAVARIA UNIVERSAL FUNDING 144A
	 	 	A1	 	 	P	1	 	 	$	275,000	 	 	26-Nov-07
	SIGMA FIN CP 11/29/07
	 	 	A1+	 	 	P	1	 	 	$	9,000,000	 	 	29-Nov-07
	SILVER TOWER CP 12/10/07
	 	 	A1	 	 	P	1	 	 	$	9,000,000	 	 	10-Dec-07
	FENWAY FUNDING
	 	 	A1	 	 	P	1	 	 	$	11,500,000	 	 	13-Dec-07
	AXON FINANCIAL FND LLC
	 	 	C	 	 	NP	 	$	300,000	 	 	14-Dec-07
	FOXBORO FUNDING
	 	 	A1+	 	 	P	1	 	 	$	300,000	 	 	17-Dec-07
	CONCORD CAP CP 1/7/08
	 	 	A1	 	 	P	1	 	 	$	5,000,000	 	 	7-Jan-08
	ROMULUS FUNDING
	 	 	A1	 	 	P	1	 	 	$	250,000	 	 	8-Jan-08
	GRAMPIAN FNDNG CP 1/11/08
	 	 	A1+	 	 	P	1	 	 	$	6,000,000	 	 	11-Jan-08
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	$	68,325,000	 	 	 	 	 








 




			
	*	 	Ratings as of November 12, 2007.