Schedule 13G Amendment No. 1

0001193125-12-060993.txt : 20120214 0001193125-12-060993.hdr.sgml : 20120214 20120214163542 ACCESSION NUMBER: 0001193125-12-060993 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: PROSPECT HARBOR CREDIT PARTNERS, L.P. GROUP MEMBERS: SANKATY ADVISORS, LLC GROUP MEMBERS: SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P. GROUP MEMBERS: SANKATY CREDIT OPPORTUNITIES IV, L.P. GROUP MEMBERS: SANKATY HIGH INCOME PARTNERSHIP, L.P. GROUP MEMBERS: SANKATY MANAGED ACCOUNT (PSERS), L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANKATY CREDIT OPPORTUNITIES III LP CENTRAL INDEX KEY: 0001392210 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AE CITY: BOSTON STATE: MA ZIP: 02199 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AE CITY: BOSTON STATE: MA ZIP: 02199 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION Co CENTRAL INDEX KEY: 0001492691 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 205589597 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85833 FILM NUMBER: 12610703 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 602-269-9700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION CO DATE OF NAME CHANGE: 20101209 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20101129 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT HOLDINGS CORP. DATE OF NAME CHANGE: 20100524 SC 13G/A 1 d297913dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Swift Transportation Company

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

87074U 101

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 14 Pages

13G/A


CUSIP No. 87074U 101		Page 2 of 14 Pages


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Credit Opportunities III, L.P. EIN No.: 20-5805141
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 854,656 Shares
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 854,656 Shares
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 854,656 Shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.08%
12.	TYPE OF REPORTING PERSON PN

13G/A


CUSIP No. 87074U 101		Page 3 of 14 Pages


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Credit Opportunities IV, L.P. EIN No.: 26-1884645
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 1,307,197 Shares
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 1,307,197 Shares
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,307,197 Shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.65%
12.	TYPE OF REPORTING PERSON PN

13G/A


CUSIP No. 87074U 101		Page 4 of 14 Pages


13.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Credit Opportunities (Offshore) IV, L.P. EIN No.: 98-0574089
14.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
15.	SEC USE ONLY
16.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		17.	SOLE VOTING POWER 1,684,099 Shares
		18.	SHARED VOTING POWER 0
		19.	SOLE DISPOSITIVE POWER 1,684,099 Shares
		20.	SHARED DISPOSITIVE POWER 0
21.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,684,099 Shares
22.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
23.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.12%
24.	TYPE OF REPORTING PERSON PN

13G/A


CUSIP No. 87074U 101		Page 5 of 14 Pages


25.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Managed Account (PSERS), L.P. EIN No.: 26-4768343
26.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
27.	SEC USE ONLY
28.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		29.	SOLE VOTING POWER 202,780 Shares
		30.	SHARED VOTING POWER 0
		31.	SOLE DISPOSITIVE POWER 202,780 Shares
		32.	SHARED DISPOSITIVE POWER 0
33.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,780 Shares
34.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
35.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.26%
36.	TYPE OF REPORTING PERSON PN

13G/A


CUSIP No. 87074U 101		Page 6 of 14 Pages


37.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty Advisors, LLC* EIN No.: 04-3505100
38.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
39.	SEC USE ONLY
40.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		41.	SOLE VOTING POWER 534,160 Shares
		42.	SHARED VOTING POWER 0
		43.	SOLE DISPOSITIVE POWER 534,160 Shares
		44.	SHARED DISPOSITIVE POWER 0
45.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 534,160 Shares
46.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
47.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.67%
48.	TYPE OF REPORTING PERSON PN

Sankaty Advisors, LLC has entered into an Investment Management Agreement with a managed account client pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. Sankaty Advisors, LLC disclaims beneficial ownership of the shares beneficially owned by such client.

13G/A


CUSIP No. 87074U 101		Page 7 of 14 Pages


49.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Prospect Harbor Credit Partners, L.P. EIN No.: 20-0606486
50.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
51.	SEC USE ONLY
52.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		53.	SOLE VOTING POWER 0 Shares
		54.	SHARED VOTING POWER 0
		55.	SOLE DISPOSITIVE POWER 0 Shares
		56.	SHARED DISPOSITIVE POWER 0
57.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares
58.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
59.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.00%
60.	TYPE OF REPORTING PERSON PN

13G/A


CUSIP No. 87074U 101		Page 8 of 14 Pages


61.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sankaty High Income Partnership, L.P. EIN No.: 27-5104732
62.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
63.	SEC USE ONLY
64.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		65.	SOLE VOTING POWER 85,433 Shares
		66.	SHARED VOTING POWER 0
		67.	SOLE DISPOSITIVE POWER 85,433 Shares
		68.	SHARED DISPOSITIVE POWER 0
69.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,433 Shares
70.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
71.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.11%
72.	TYPE OF REPORTING PERSON PN

Item 1

(a).

Name of Issuer

The name of the issuer to which this filing on Schedule 13G/A relates is Swift Transportation Company. (the “Company”).

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Company are located at 2200 South 75th Avenue, Phoenix, AZ, 85043.

Item 2

(a).

Name of Person Filing

This statement is being filed on behalf of Sankaty Credit Opportunities III, L.P., a Delaware limited partnership (“COPS III”), Sankaty Credit Opportunities IV, L.P., a Delaware limited partnership (“COPS IV”), Sankaty Credit Opportunities (Offshore) IV, L.P., a Cayman Island exempted limited partnership (“COPS IV Offshore”), Sankaty Managed Account (PSERS), L.P., a Delaware limited partnership (“PSERS”), Sankaty Advisors, LLC, a Delaware limited liability company (“Sankaty Advisors”) in its capacity as the investment manager for a managed account client over which it has discretionary authority to acquire, dispose of, and vote securities, Prospect Harbor Credit Partners, L.P., a Delaware limited partnership (“PRO”), and Sankaty High Income Partnership, L.P., a Delaware limited partnership (“SHIP”).

Sankaty Credit Opportunities Investors III, LLC (“COPS III Investors”), a Delaware limited liability company, is the general partner of COPS III. Sankaty Credit Member, LLC, a Delaware limited liability company (“SCM”), is the managing member of COPS III investors. Sankaty Credit Opportunities Investors IV, LLC (“COPS IV Investors”), a Delaware limited liability company, is the general partner of COPS IV. SCM is the managing member of COPS IV Investors. Sankaty Credit Opportunities Investors (offshore) IV, L.P., a Cayman Islands Exempted Limited Partnership (“SCM Offshore Investors), is the general partner of COPS IV Offshore. Sankaty Credit Member (Offshore), Ltd., a Cayman Islands Exempted Limited Partnership (“SCM Offshore Ltd.), is the general partner of COPS IV Offshore Investors. Sankaty Managed Account Investors, LLC, a Delaware Limited Liability Company (“SMAI”) is the general partner of PSERS. SCM is the managing member of SMAI. Prospect Harbor Investors, LLC, a Delaware limited liability company (“PRO Investors”) is the general partner of PRO. SCM is the sole member of PRO Investors. Sankaty High Income Investors, L.P., a Delaware limited partnership (“SHII”) is the general partner of SHIP. SCM is the general partner of SHII. Mr. Jonathan Lavine is the managing member of each and SCM and SCM Offshore Ltd. Sankaty Advisors has entered into an Investment Management Agreement with a managed account client pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. Sankaty Advisors disclaims beneficial ownership of the shares beneficially owned by such client.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2012, a copy of which is filed with this Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

Item 2

(b).

Address of Principal Business Office or, if none, Residence

The principal business address of COPS III, COPS IV and COPS IV Offshore, PSERS, Sankaty Advisors, PRO, and SHIP is John Hancock Tower, 200 Clarendon Street, Boston, MA 02116.

Item 2

(c).

Citizenship

COPS III, COPS IV, PSERS, Sankaty Advisors, PRO, and SHIP are organized under the laws of the State of Delaware. COPS IV Offshore is organized under the laws of the Cayman Islands. Mr. Jonathan S. Lavine is a citizen of the United States of America.

Item 2

(d).

Title of Class of Securities

The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Class A Common Stock (“Common Stock”).

Item 2

(e).

CUSIP Number

The CUSIP number of the Company’s Common Stock is 87074U 101.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to §240.13d-1(c), check this box.

Item 4.

Ownership

Item 4

(a).

Amount beneficially owned

As of the close of business on December 31, 2011, COPS III owned 854,656 shares of Common Stock of the Company, COPS IV owned 1,307,197 shares of Common Stock of the Company, COPS IV Offshore owned 1,684,099 shares of Common Stock of the Company, PSERS owned 202,780 shares of Common Stock of the Company, Sankaty Advisors had discretionary authority to acquire, dispose of and vote 534,160 shares of Common Stock of the Company, PRO owned 0 shares of Common Stock of the Company, and SHIP owned 85,433 shares of Common Stock of the Company.

No person other than the respective owner referred to herein of the shares of Common Stock of the Company is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock of the Company.

Item 4

(b).

Percent of Class

As of the close of business on December 31, 2011, COPS III owned 1.08% of the Common Stock of the Company, COPS IV owned 1.65% of the Common Stock of the Company, COPS IV Offshore owned 2.12% of the Common Stock of the Company, PSERS owned 0.26% of the Common Stock of the Company, Sankaty Advisors had discretionary authority to acquire, dispose of and vote 0.67% of the Common Stock of the Company, PRO owned 0.00% of the Common Stock of the Company, and SHIP owned 0.11% of the Common Stock of the Company.

Together, as of the close of business on December 31, 2011, COPS III and COPS IV, COPS IV Offshore, PSERS, Sankaty Advisors, PRO and SHIP owned or had discretionary authority to acquire, dispose of and vote 5.89% of the Common Stock outstanding of the Company. The aggregate percentage of Common Stock reported owned by COPS III, COPS IV, COPS IV Offshore, Sankaty Advisors, PRO and SHIP is based upon 79,381,863 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of November 4, 2011, based on representations made in the Company’s 10-Q filed November 9, 2011 with the Securities and Exchange Commission.

Item 4

(c).

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

COPS III

854,656

COPS IV

1,307,197

COPS IV OFF

1,684,099

PSERS

202,780

Sankaty Advisors

534,160

PRO

SHIP

85,433

(ii)

shared power to vote or to direct the vote:

(iii)

sole power to dispose or to direct the disposition of:

COPS III

854,656

COPS IV

1,307,197

COPS IV OFF

1,684,099

PSERS

202,780

Sankaty Advisors

534,160

PRO

SHIP

85,433

(iv)

shared power to dispose or to direct the disposition of:

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Dated: February 14, 2012


SANKATY CREDIT OPPORTUNITIES III, L.P.

By: Sankaty Credit Opportunities Investors III, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY CREDIT OPPORTUNITIES IV, L.P.

By: Sankaty Credit Opportunities Investors IV, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P.

By: Sankaty Credit Opportunities Investors (Offshore) IV, L.P., its general partner.
By: Sankaty Credit Member (Offshore), Ltd., its general partner

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member



SANKATY MANAGED ACCOUNT (PSERS), L.P.

By: Sankaty Managed Account Investors, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY ADVISORS, LLC as power-of-attorney for a managed account client

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

PROSPECT HARBOR CREDIT PARTNERS, L.P.

By: Prospect Harbor investors, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY HIGH INCOME PARTNERSHIP, L.P.

By: Sankaty High Income Investors, L.P., its general partner
By: Sankaty Credit Member, its general partner

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(1)

Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(2)

Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of such information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2012


SANKATY CREDIT OPPORTUNITIES III, L.P.

By: Sankaty Credit Opportunities Investors III, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY CREDIT OPPORTUNITIES IV, L.P.

By: Sankaty Credit Opportunities Investors IV, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member



SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV, L.P.

By: Sankaty Credit Opportunities Investors (Offshore) IV, L.P., its general partner.
By: Sankaty Credit Member (Offshore), Ltd., its general partner

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY MANAGED ACCOUNT (PSERS), L.P.

By: Sankaty Managed Account Investors, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY ADVISORS, LLC
as power-of-attorney for a managed account client

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

PROSPECT HARBOR CREDIT PARTNERS, L.P.

By: Prospect Harbor investors, LLC, its general partner
By: Sankaty Credit Member, LLC, its managing member

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member

SANKATY HIGH INCOME PARTNERSHIP, L.P.

By: Sankaty High Income Investors, L.P., its general partner
By: Sankaty Credit Member, its general partner

By:	/s/ Jonathan S. Lavine
	Name:	Jonathan S. Lavine
	Title:	Managing Member