AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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 Moody’s and S&P below P-1 and A-1, respectively; provided, that by the Cash Equivalent Compliance Date, if all such breaches, if any, of Section 7.03 have not been cured, then without any further action by the Agent or the Lenders all of the terms and provisions set forth in the Loan Documents with respect to any Defaults thereunder that are waived under this Section 2(d) and not cured prior to the Cash Equivalent Compliance Date shall have the same force and effect as if this Amendment had not been entered into by the parties hereto, and the Agent and the Lenders shall have all of the rights and remedies afforded to them under the Loan Documents with respect to any such Defaults as though no waiver had been granted by them under this Section 2(d).

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

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

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

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

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

          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.

		AllianceBernstein Institutional Investments — Senior
		Loan Portfolio
		By: AllianceBernstein L.P., as Investment Advisor
		By		/s/ Nantha Suppiah   Name: Nantha Suppiah
				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

		Other Lenders:
		Anchorage Crossover Credit Finance, Ltd.
		as Lender
		By: Anchorage Advisors, LLC

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

		Aurum CLO 2002-1 Ltd.
		By: Deutsche Investment Management Americas, Inc.
		(as successor in interest to Deutsche Asset Management, Inc.),
		As Collateral Manager

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

		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

		Ballantyne Funding LLC
		as a Lender

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

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

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

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

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

		Barclays Bank, PLC			,
		as a Lender
		By		/s/ Daniel Picard   Name: Daniel Picard
				Title: U.S. Loan Trading

		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 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

								,
		Bismarck CBNA Loan Funding LLC,
				as a Lender
				By		/s/ Molly Walter   Name: Molly Walter
						Title: Attorney-In-Fact

				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.

		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

		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

		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

		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

		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

		ColumbusNova CLO Ltd. 2007-1
		as a Lender
		By		/s/ Tom Bohrer
				Name: Tom Bohrer
				Title: Senior Director

				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

		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

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

		FORE CLO LTD. 2007- I
		as a Lender
		By		/s/ Larry Xin
				Name: Larry Xin
				Title: VP

		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.

		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

		Grand Central Asset Trust, HLD Series
		as a Lender
		By		/s/ Jason Muelver
				Name:		Jason Muelver
				Title:		Atty-In-Fact

		Grand Central Asset Trust, PFV Series
		as a Lender
		By		/s/ Molly Walter
				Name:		Molly Walter
				Title:		Attorney-In-Fact

		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.

		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

		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

		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.

		Highland Credit Strategies Fund
		as a Lender
		By		/s/ M. Jason Blackburn
				Name: M. Jason Blackburn Title: Treasurer

			,
		[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: