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 inSection 3 below, the Credit Agreement is hereby amended as follows:
(a) Clause (c) of the definition of “Change of Control” inSection 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 newSection 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 ofSection 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,providedthat the financial statements contained therein or so furnished pursuant to clauses (i) and (ii), as applicable (x) satisfy the requirements ofSection 6.01(a) orSection 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 inclause(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 underSections 8.01(b) or8.01(d) of the Agreement caused by (i) the failure of any representation or warranty inSections 4.02, 5.05(a) or(b) or5.15 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 ofSections 6.01 or6.09 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 withSection 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 inSections 5.05(a) and(b) andSection 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 underSections 6.01(b), Section 6.02(a),Section 6.08, Section 8.01(b) orSection 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) and6.02(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 underSection 8.01(b) of the Agreement caused by a breach ofSection 7.03of 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 ofSection 10.01 of the Credit Agreement.
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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.
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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 toSection 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 | |
2
| | | | | | | |
| | | AllianceBernstein Institutional Investments — Senior | | |
| | | Loan Portfolio | | |
| | | By: AllianceBernstein L.P., as Investment Advisor | | |
| | | | | | | |
| | | By | | /s/ Nantha Suppiah Name: Nantha Suppiah | | |
| | | | | Title: Vice President | | |
2
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 | |
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| | | | | |
| | | 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 | |
2
| | | | | |
| | | 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 | | |
2
| | | | | |
| | | 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 | |
| |
2
| | | | | | | |
| | | Barclays Bank, PLC | , | |
| | | | | | | |
| | | as a Lender | | |
| | | | | | | |
| | | By | | /s/ Daniel Picard Name: Daniel Picard | | |
| | | | | Title: U.S. Loan Trading | | |
2
| | | | | | | |
| | | 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.
| |
| | | |
| | | |
| | | |
| |
| | | | | |
| | 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. |
