AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

Document Metadata

Table of Contents

Document Metadata

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 Xxxxx’x or S&P, respectively. A

downgrade of such Cash Equivalents by Xxxxx’x 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

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

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 Xxxxx’x 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.

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.

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. Xxxxxxx Xxxxxxxxx
	Name:	S. Xxxxxxx Xxxxxxxxx
	Title:	Chief Executive Officer and President

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

BANK OF AMERICA, N.A., as Administrative Agent, as Lender
By	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxx
	Title:	Vice President


Alaska CBNA Loan Funding LLC as a Lender
By	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	As Attorney In Fact


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

		By		/s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
				Title: Vice President

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/ Xxxxxx X. Oh
	Name:	Xxxxxx X. Oh
	Title: Managing Director


		Other Lenders:

		Anchorage Crossover Credit Finance, Ltd.

		as Lender

		By: Anchorage Advisors, LLC



By	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	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 XX XX, LLC
	Its General Partner

By:	/s/ Xxxx Xxxxx

Name:	Xxxx Xxxxx
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/ Xxxx Xxxxx

	Name: Xxxx Xxxxx
	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/ Xxxx Xxxxx

Name:	Xxxx Xxxxx
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/ Xxxx Xxxxx Xxxx Xxxxx
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/ Xxxx Xxxxx Xxxx Xxxxx
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/ Xxxx Xxxxx Xxxx Xxxxx
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/ Xxxx Xxxxx Xxxx Xxxxx
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/ Xxxx Xxxxx Xxxx Xxxxx
		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/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	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/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx, Director



By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Vice President


		Sankaty Advisors, LLC as Collateral
		Manager for XXXXX POINT CLO,
		LTD., as Term Lender


as a Lender
By	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


		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/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director

		MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
		as a Lender
		By: Babson Capital Management LLC as
		Investment Adviser


		By /s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director


		Ballantyne Funding LLC

		as a Lender



By	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Vice President


		Other Lenders:

		Ballyrock CLO 2006-1 LTD, as Lender
		BALLYROCK Investment Advisors LLC, as
		Collateral Manager



By	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Treasurer


		Other Lenders:

		Ballyrock CLO 2006-2 LTD, as Lender
		BALLYROCK Investment Advisors LLC, as
		Collateral Manager



By	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Treasurer


		Other Lenders:

		Ballyrock CLO II Limited, as Lender
		BALLYROCK Investment Advisors LLC, as
		Collateral Manager



By	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Treasurer


		Other Lenders:

		Ballyrock CLO III Limited, as Lender
		BALLYROCK Investment Advisors LLC, as
		Collateral Manager



By	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Treasurer


		BANK OF MONTREAL
		By: HIM Monegy, Inc., As Agent

		as a Lender



By	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Associate


Barclays Bank, PLC		,

as a Lender

By	/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx
	Title: U.S. Loan Trading


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

		By		/s/ [ILLEGIBLE] Name: [ILLEGIBLE]
				Title: Managing Director


BEAR XXXXXXX INVESTMENT PRODUCTS INC., as a Lender
By	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Authorized Signatory


				Bear Xxxxxxx Loan Trust
				By: Bear Xxxxxxx 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/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx
		Title: Attorney-in-fact

			,

Bismarck CBNA Loan Funding LLC,

	as a Lender

	By	/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
		Title: Attorney-In-Fact


	BOSTON HARBOR CLO 2004-1, Ltd.
	/s/ Xxxx Xxxxx
	By: Xxxx Xxxxx
	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/ Xxx XxXxxxxx

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


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

	as a Lender

	By	/s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx
		Title: Attorney-in-fact


		Other Lenders:

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

		as Lender

		By		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
				Title: Principal


		Other Lenders:

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


		as Lender

		By		/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
				Title: Principal


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


		as a Lender

		By		/s/ Xxxx X. Xxxxxxxxx

				Name: Xxxx X. Xxxxxxxxx
				Title: Chief Compliance Officer
				Assistant Secretary


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


		as a Lender
		By		/s/ Xxxx X. Xxxxxxxxx

				Name: Xxxx X. Xxxxxxxxx
				Title: Chief Compliance Officer
				Assistant Secretary


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


		as a Lender
		By		/s/ Xxxx X. Xxxxxxxxx

				Name: Xxxx X. Xxxxxxxxx
				Title: Chief Compliance Officer
				Assistant Secretary


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


		as a Lender

		By		/s/ Xxxx X. Xxxxxxxxx

				Name: Xxxx X. Xxxxxxxxx
				Title: Chief Compliance Officer Assistant Secretary

			,
[Please print name of lender] as a Lender
By:	/s/ Xxxxxxx Xxxxxx
	Name:
	Title:	THE CIT GROUP EQUIPMENT FINANCE INC XXXXXXX XXXXXX MANAGING DIRECTOR


Citicorp NA Inc. as a Lender
By	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Vice President


ColumbusNova CLO Ltd. 2006-II as a Lender
By	/s/ Xxx Xxxxxx
	Name:	Xxx Xxxxxx
	Title:	Senior Director


		ColumbusNova CLO Ltd. 2007-1


		as a Lender

		By		/s/ Xxx Xxxxxx
				Name: Xxx Xxxxxx
				Title: Senior Director


		CONFLUENT 4 LIMITED,
LENDER:		As Lender
	By:	Xxxxxx, Xxxxxx & Company, L.P.,
		As Sub-Manager
	By:	Xxxxxx, Xxxxxx & Company, Incorporated,
		Its General Partner

	By:	/s/ Xxxxx X. Xxxxx

		By: Xxxxx X. Xxxxx
		Title: Vice President


		CREDIT SUISSE INTERNATIONAL


		as a Lender

		By		/s/ Xxxxxxx Xxxx

				Name: Xxxxxxx Xxxx
				Title: Vice President


		DELAWARE DELCHESTER FUND, A SERIES OF DELAWARE GROUP INCOME FUND

		as a Lender

		By		/s/ Xxxxx Xxxxx

				Name: Xxxxx Xxxxx
				Title: Senior Vice President Portfolio Manager


DELAWARE GROUP ADVISOR FUNDS, DELAWARE DIVERSIFIED, INCOME FUND
as a Lender
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Senior Vice President Portfolio Manager


DELAWARE HIGH-YIELD OPPORTUNITIES FUND A SERIES OF DELAWARE GROUP INCOME FUND
as a Lender
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Senior Vice President Portfolio Manager


DELAWARE VIP TRUST-DELAWARE VIP DIVERSIFIED INCOME SERIES
as a Lender
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Senior Vice President Portfolio Manager


Deutsche Bank Trust Company, Americas, as a Lender
By	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Director



By	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President


Dorchester CBNA Loan Funding LLC as a Lender
By	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Attorney-In-Fact


[ILLEGIBLE] By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc. Its General Partner
as a Lender
By	/s/ Xxx XxXxxxxx
	Name:	Xxx XxXxxxxx
	Title:	Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


Emerald Orchard Limited
as a Lender
By	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory


Other Lenders: EMPLOYERS INSURANCE COMPANY OF WAUSAU, as Lender
By	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Vice President

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


Export Development Canada as a Lender
By	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Loan Portfolio Manager



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


Other Lenders: Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


Other Lenders: Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


Other Lenders: FIDELITY AMERICAN HIGH YIELD FUND, as Lender Xxxx Xxxx for Fidelity Investments Canada, Limited, as Trustee of Fidelity American High Yield Fund
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


Other Lenders: Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


Other Lenders: Fidelity Fixed-Income Trust: Fidelity High Income Fund, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


Other Lenders: Fidelity Puritan Trust: Fidelity Puritan Fund, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


Other Lenders: Fidelity School Street Trust: Fidelity Strategic Income Fund, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


Other Lenders: Fidelity Summer Street Trust: Fidelity Capital & Income Fund, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer


First Trust/Highland Capital Floating Rate Income Fund II			,
as a Lender
By	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx, Treasurer
	Title:


First Trust/Highland Capital Floating Rate Income Fund			,
as a Lender
By	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx, Treasurer
	Title:


Flagship CLO III By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager
By:	/s/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx, Director



By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Vice President


Flagship CLO IV By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager
By:	/s/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx, Director



By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Vice President


Flagship CLO V By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), As Collateral Manager
By:	/s/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx, Director



By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Vice President


Flagship CLO VI By: Deutsche Investment Management Americas, Inc. As Collateral Manager
By:	/s/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx, Director



By:	/s/ Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Vice President


		FORE CLO LTD. 2007- I
		as a Lender

		By		/s/ Xxxxx Xin

				Name: Xxxxx Xin
				Title: VP


		Other Lenders:

		Fortress Credit Investments I LTD.
		as Lender

		By		/s/ Xxxxx X. Xxxxxxx

				Name: Xxxxx X. Xxxxxxx
				Title: Chief Financial Officer


		Other Lenders:

		Fortress Credit Investments II LTD.
		as Lender

		By		/s/ Xxxxx X. Xxxxxxx

				Name: Xxxxx X. Xxxxxxx
				Title: Chief Financial Officer


Other Lenders:

Fremont CBNA Loan Funding LLC

Fremont CBNA Funding LLC
as Lender

By	/s/ Xxxx Xxxxxx

	Name:	Xxxx Xxxxxx
	Title:	Officer


GALLATIN CLO II 2005-1 LTD.
BY: BEAR XXXXXXX 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 Xxxxxxx Asset Management, Inc.
as its Collateral Manager

By	/s/ [ILLEGIBLE]

	Name:	[ILLEGIBLE]
	Title:	Managing Director


Gallatin Funding I Ltd.
By: Bear Xxxxxxx 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/ Xxx XxXxxxxx

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


Xxxxxxx Sachs Credit Partners, L.P.			,

as Lender

By	/s/ Xxxxx Xxxxxxx

	Name:	Xxxxx Xxxxxxx
	Title:	Authorized Signatory


Grand Central Asset Trust, HLD Series

as a Lender

By	/s/ Xxxxx Xxxxxxx

	Name:	Xxxxx Xxxxxxx
	Title:	Atty-In-Fact


Xxxxx Xxxxxxx Xxxxx Xxxxx, XXX Series

as a Lender

By	/s/ Xxxxx Xxxxxxx

	Name:	Xxxxx Xxxxxxx
	Title:	Atty-In-Fact


Grand Central Asset Trust, PFV Series

as a Lender

By	/s/ Xxxxx Xxxxxx

	Name:	Xxxxx Xxxxxx
	Title:	Attorney-In-Fact


Xxxxxxx CLO, Ltd.
By: Highland Capital Management, LP,
As Collateral Manager
By: Strand Advisors, Inc.,
its General Partner

as a Lender

By	/s/ Xxx XxXxxxxx

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


Grayston CLO II 2004-1 LTD.
By: Bear Xxxxxxx 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/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Sr. Financial Services Officer


Other Lenders:
		,

Halcyon Loan Investors CLO 1, LTD.

as Lender

By	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Controller


Other Lenders:
		,

Halcyon Structured Asset Management CLO 1, LTD. as Lender

By	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Controller


Other Lenders:
		,

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2006- 1 LTD.

as Lender

By	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	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/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Controller


Other Lenders:
		,

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO III LTD.

as Lender

By	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	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/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Controller


		Harch CLO II Limited

		as a Lender

		By		/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: Authorized Signatory


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


		Highland Credit Strategies Fund

		as a Lender

		By		/s/ M. Xxxxx Xxxxxxxxx
				Name: M. Xxxxx Xxxxxxxxx Title: Treasurer


Highland Floating Rate Advantage Fund


as a Lender
By	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx
	Title:	Treasurer


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


Highland Floating Rate Limited Liability Company

as a Lender
By	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx
	Title:	Treasurer


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


HillMark Funding By: HillMark Capital Management L.P., as Collateral Manager


as a Lender
By	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Senior Portfolio Manager


HillMark Funding Ltd. By: HillMark Capital Management L.P., as Collateral Manager




as a Lender
By	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Senior Portfolio Manager


Other Lenders: Illinois Municipal Retirement Fund, as Lender Pyramis Global Advisors Trust Company, as Investment Manager Under Power of Attorney
By	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	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/ Xxxxxx Xxxxxx		By:	/s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx		Name: Xxxxxx Xxxxxx
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/ Xxxxxx Xxxxxx		/s/ Xxxxxx Xxxxxx

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/ Xxxxxx Xxxxxx	/s/ Xxxxxx Xxxxxx

Name:		Name:
Title:		Title:


Other Lenders: Inwood Park CDO Ltd. By: Blackstone Debt Advisors L.P. As Colateral Manager




as Lender
By	/s/ Xxxx X. Xxxxxxx
	Name:	XXXX X. XXXXXXX
	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/ Xxx XxXxxxxx
	Name:	Xxx XxXxxxxx, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


Other Lenders: X. X. Xxxxxx Whitefriars Inc.
as Lender


By	/s/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Vice President


Katonah III, Ltd. by Sankaty Advisors LLC as Sub-Advisors

as a Lender
By	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


Katonah IV, Ltd. by Sankaty Advisors, LLC as Sub-Advisors

as a Lender
By	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


KATONAH VII CLO LTD as a Lender
By	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Officer Katonah Debt Advisors, L.L.C. As Manager


	Other Lenders:

	Lafayette Square CDO Ltd.
	By Blackstone Debt Advisors L.P. As Collateral Manager
				,
as Lender
	By:	/s/ XXXX X. XXXXXXX

		Name:	XXXX X. XXXXXXX
		Title:	Senior Managing Director


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

By	/s/ Xxxxx Xxxx-Xxxxxx

	Name:	Xxxxx Xxxx-Xxxxxx
	Title:	Authorized Signatory


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

By	/s/ Xxxxx Xxxx-Xxxxxx

	Name:	Xxxxx Xxxx-Xxxxxx
	Title:	Authorized Signatory


Other Lenders:
			,
Landmark XI CDO Limited
By Aladdin Capital Management, LLC as Lender

By	/s/ Xxxxx Xxxx-Xxxxxx

	Name:	Xxxxx Xxxx-Xxxxxx
	Title:	Authorized Signatory


Other Lenders:

Xxxxxx Commercial Paper Inc.			,
as Lender

By	/s/ Xxxxxxx Xxxxxxxxx

	Name:	Xxxxxxx Xxxxxxxxx
	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/ Xxx XxXxxxxx
	Name:	Xxx XxXxxxxx, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	Other Lenders: LIBERTY MUTUAL FIRE INSURANCE COMPANY, as Lender
	By	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Vice President

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


	Other Lenders: LIBERTY MUTUAL INSURANCE COMPANY, as Lender
	By	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Senior Vice President Portfolio Manager


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


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/ XXXX X. XXXXXXX
	Name:	XXXX X. XXXXXXX
	Title:	Senior Managing Director


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


Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender
			,
as a Lender
By	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


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


XXXXXX XXXXXX CLO I, LTD. By Xxxxxx, Xxxxxx and Company, L.P. its collateral manager By Xxxxxx, Xxxxxx and Company, Inc. its general partner
By:	/s/ Xxxxx X. Charleston
	Name:	Xxxxx X. Charleston
	Title:	Executive Vice President


	Xxxxxx Xxxxxx CLO I, Ltd., [Please print name of lender] as a Lender
	By:	Please See Following Page
		Name:
		Title:


XXXXXX XXXXXX CAYMAN LEVERAGED SENIOR LOAN FUND LTD., As Lender By: Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager By: Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner
By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Vice President


	Xxxxxx Xxxxxx Cayman Leveraged Senior Loan Fund Ltd., [Please print name of lender] as a Lender
	By:	Please See Following Page
		Name:
		Title:


XXXXXX XXXXXX LEVERAGED SENIOR LOAN FUND LTD. As Lender
By:	Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager
By:	Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner
By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President


	Xxxxxx Xxxxxx Leveraged Senior Loan Fund Ltd., [Please print name of lender] as a Lender
	By:	Please See Following Page
		Name:
		Title:


THE XXXXXX XXXXXX SENIOR LOAN FUND II LLC By: Xxxxxx, Xxxxxx & Company, L.P., Its Managing Member By: Xxxxxx, Xxxxxx & Company, Inc., Its General Partner
By:	/s/ Xxxxx X. Xxxxx
	Xxxxx X. Xxxxx
	Title:	Vice President


	The Xxxxxx Xxxxxx Senior Loan Fund II LLC, [Please print name of lender] as a Lender
	By:	Please See Following Page
		Name:
		Title:


	MACKAY SHORT DURATION ALPHA FUND By: MacKay Xxxxxxx LLC as Investment Adviser and not individually
	By:	/s/ Xxx Xxxxxxx
		Xxx Xxxxxxx
		Sr. Managing Director


Other Lenders:
By:	MAPS CLO Fund II, Ltd.
By:	Its Collateral Manager,
Callidus Capital Management, LLC			,
as Lender
By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Principal


MILLCREEK CBNA LOAN FUNDING LLC [Please print name of lender]

as a Lender
By	/s/ XXXX XXXXXX
	Name:	XXXX XXXXXX
	Title:	OFFICER


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

as Lender
By	/s/ XXXX X. XXXXXXX
	Name:	XXXX X. XXXXXXX
	Title:	Senior Managing Director


Xxxxxx Xxxxxxx Senior Funding, Inc. as a Lender
By	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President


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/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	PM, Seix Advisors


Sankaty Advisors, LLC as Collateral Manager for Xxxx Point CLO, Limited, as Collateral Manager			,
as a Lender
By	/s/ Xxxx X. Xxxxxxxxx
	Name: Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


Other Lenders: NATIXIS as Lender
By	/s/ Xxxxxx X. Xxxxxx XX
	Name:	Xxxxxx X. Xxxxxx XX
	Title: Director


By	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Managing Director


	New York Life Insurance Company (Guaranteed Products)
	By:	MacKay Xxxxxxx LLC
		as Investment Adviser and not individually


	By	/s/ Xxx Xxxxxxx
		Xxx Xxxxxxx
		Sr. Managing Director


	New York Life Insurance Company, GP — Portable Alpha
	By:	MacKay Xxxxxxx LLC
		as Investment Adviser and not individually

	By:	/s/ Xxx Xxxxxxx
		Xxx Xxxxxxx
		Sr. Managing Director


Nuveen Preferred and Convertible Income Strategy , as a Lender

By:	Symphony Asset Management, LLC

By	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Portfolio Manager


Nuveen Preferred and Convertible Income Strategy 2 , as a Lender
By:	Symphony Asset Management, LLC

By	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Portfolio Manager


Other Lenders: ORIX Finance Corp., as Lender
By	/s/ Xxxxxxxxxxx X. Xxxxx
	Name:	Xxxxxxxxxxx X. Xxxxx
	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/ XXXXXXXXX XXXXX
	Name:	XXXXXXXXX XXXXX
	Title:	DIRECTOR


By	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Executive Director


Pacific Select Fund-Floating Rate Loan Portfolio


[Please print name of lender]

as a Lender

By	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx, Treasurer
	Title:


PACIFIC SELECT FUND — HIGH YIELD BOND PORTFOLIO as a Lender
By:	Pacific Life Fund Advisors LLC in its capacity as Investment Adviser




By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Assistant Vice President/ Portfolio Manager


By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	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/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Assistant Vice President/Portfolio Manager


By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Assistant Vice President/Portfolio Manager


Phoenix Edge Series Fund: Phoenix Multi-Sector Fixed Income Series, as a Lender
By	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director


Phoenix Edge Series Fund: Phoenix Multi-Sector Short Term Bond Series, as a Lender
By	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director


Phoenix Low Duration Core Plus Bond Fund, as a Lender
By	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director


Phoenix Multi-Sector Fixed Income Fund, as a Lender
By	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director


Phoenix Multi-Sector Short Term Bond Fund, as a Lender
By	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director


Pioneer Floating Rate Trust
			,
[Please print name of lender]

as a Lender

By	/s/ M. Xxxxx Xxxxxxxxx
	Name:	M. Xxxxx Xxxxxxxxx, Treasurer
	Title:


Pioneer Investment Management, Inc., on behalf of: Pioneer Floating Rate Fund Pioneer Diversified High Income Trust as Lender
By	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Counsel


Xxxxxx CLO I, Ltd.			,
[Please print name of lender]

as a Lender

By	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X Xxxxxx
	Title:	ANALYST


Other Lenders: Prospect Park CDO Ltd. By: Blackstone Debt Advisors L.P. As Collateral Manager			,
as Lender
By	/s/ XXXX X. XXXXXXX
	Name:	XXXX X. XXXXXXX
	Title:	Senior Managing Director


XXXXXX BANK LOAN FUND (CAYMAN) MASTER FUND, a series of the XXXXXX OFFSHORE MASTER SERIES TRUST, by The Xxxxxx Advisory Company, LLC
/s/ Xxxxxx Xxxxx
Name:	Xxxxxx Xxxxx
Title:	Vice President


	XXXXXX FLOATING RATE INCOME FUND
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Title: X.X.


	XXXXXX HIGH YIELD ADVANTAGE FUND
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Title: X.X.



	XXXXXX HIGH YIELD ADVANTAGE FUND,
	[Please print name of lender]

	as a Lender

	By	See Following Page
		Name:
		Title:



	XXXXXX HIGH YIELD TRUST,
	[Please print name of lender]

	as a Lender

	By	See Following Page
		Name:
		Title:


	XXXXXX VARIABLE TRUST — PVT HIGH YIELD FUND
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Title: X.X.



	XXXXXX VARIABLE TRUST — PVT HIGH YIELD FUND,
	[Please print name of lender]

	as a Lender

	By	See Following Page
		Name:
		Title:


	XXXXXX HIGH YIELD TRUST
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Title: V.P.


Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender			,
as a Lender

By	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender			,

as a Lender

By:	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


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


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/ Xxx XxXxxxxx
	Name:	Xxx XxXxxxxx, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, LP


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


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


Xxxxxxx X. Xxxxxxxxx Fund — Intermediate Duration Portfolio. By: AllianceBernstein L.P., as Investment Advisor
By	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Vice President


Sankaty High Yield Partners II, L.P.
			,
as a Lender
By	/s/ Xxxx X. Xxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxx
	Title:	Chief Compliance Officer Assistant Secretary


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


Xxxxxxx CBNA Loan Funding LLC, for itself or as agent for Xxxxxxx CFPI Loan Funding LLC., as a Lender
By	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Attorney-in-fact


Other Lenders:

STRAND FUNDING


[Print or insert name of lender]


as Lender

By:	/s/ XXXX XXXXX
	Name:	XXXX XXXXX
	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/ Xxx XxXxxxxx
	Name:	Xxx XxXxxxxx, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


Symphony CLO I
			,
as a lender

By: Symphony Asset Management, LLC

By	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Portfolio Manager


Symphony CLO II
			,
as a lender

By: Symphony Asset Management, LLC

By	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Portfolio Manager


Symphony CLO IV
			,
as a lender

By: Symphony Asset Management, LLC

By	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Portfolio Manager


Toronto Dominion (New York), LLC, [Please print name of lender] as a Lender
By	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory


Toronto Dominion (New York), LLC, [Please print name of lender] as a Lender
By	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory


Other Lenders: Trimaran CLO VII Ltd By Trimaran Advisors, L.L.C., as Lender
By	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Managing Director


UBS AG, Stamford Branch , as Lender
By	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Director Banking Products Services, US


By	/s/ Xxxx Xxxxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxxxx
	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/ XXXX X. XXXXXXX
	Name:	XXXX X. XXXXXXX
	Title:	Senior Managing Director


Other Lenders: Variable Insurance Products Fund IV: Strategic Income Portfolio, as Lender
By	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	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/ XXXXX X. XXXXXX
	Name:	XXXXX X. XXXXXX
	Title:	Authorized Signatory


Other Lenders: WB Loan Funding 1, LLC as Lender
By	/s/ Xxxxx X Xxxxx
	Name:	Xxxxx X Xxxxx
	Title:	Vice President


Other Lenders: WB Loan Funding 2, LLC as Lender
By	/s/ Xxxxx X Xxxxx
	Name:	Xxxxx X Xxxxx
	Title:	Vice President


Other Lenders: WB Loan Funding 5, LLC as Lender
By	/s/ Xxxxx X Xxxxx
	Name:	Xxxxx X Xxxxx
	Title:	Vice President


Other Lenders:

Xxxxx Capital Management 12222133 Xxxxx Capital Management 13702900 Xxxxx Capital Management 13923601 Xxxxx Capital Management 16959700 Xxxxx Capital Management 16959701 Xxxxx Capital Management 18866500

			,
[Print or insert name of lender]
as Lender

By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxx XxXxxxxx,
	Name:	Xxx XxXxxxxx
	Title:	Treasurer Strand Advisors, Inc.,General Partner of Highland Capital Management, L.P.




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

as a Lender:

By	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Attorney-in-fact

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. XXXXXXXX.XXX, 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*		Xxxxx’x*		Amount		Maturity
ATLAS CAPITAL CORP		A1+	P	1	$	11,000,000	15-Xxx-00
XXXXX XPTL CP 11/15/07		A1+	P	1	$	9,000,000	15-Xxx-00
XXXXX XAPITAL CORP		A1+	P	1	$	300,000	15-Nov-07
GOVCO LLC CP 11/15/07		A1	P	1	$	2,600,000	15-Xxx-00
XXXXXXX XNDG CP 11/15/07		A1	P	1	$	3,800,000	15-Xxx-00
XXXXXXX XNIVERSAL 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.

The Hartford Mutual Funds, Inc., on behalf of the
Hartford Floating Rate Fund by Hartford
Investment Management Company its sub-advisor,
as a lender,

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx

Title: Managing Director