GTT Communications, Inc. (Form: 8-K, Received: 09/02/2021 06:33:35)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

August 28, 2021


			GTT Communications, Inc.
			(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35965

20-2096338

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


7900 Tysons One Place
Suite 1450
McLean	Virginia	22102
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code: (703) 442-5500

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $.0001 per share

N/A(1)

The New York Stock Exchange

Series A Junior Participating Cumulative Preferred Stock Purchase Rights

(1) On July 2, 2021, the New York Stock Exchange (the “NYSE”) announced that (i) it had suspended trading of GTT Communications, Inc. (“GTT” or the “Company”) common stock, which had traded on the NYSE under the trading symbol “GTT” (the “Common Stock”) and (ii) it had determined to commence proceedings to delist the Common Stock. The Company did not appeal the NYSE’s delisting determination. The NYSE subsequently filed a Form 25 with the Securities and Exchange Commission (the “SEC”) on July 21, 2021 to delist the Common Stock from the NYSE and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting was effective 10 days after the filing of the Form 25. The deregistration of the common stock under Section 12(b) of the Exchange Act will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Since the Company’s Common Stock was registered under Section 12(g) of the Exchange Act prior to its listing on NYSE MKT LLC in 2013, the registration under Section 12(g) of the Exchange Act will again become operative upon the effectiveness of the deregistration under Section 12(b) of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Restructuring Support Agreement

The Company has been involved in discussions with certain of its stakeholders in respect of a possible restructuring of the indebtedness and capitalization (the “Restructuring”) of GTT and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”). On September 1, 2021, the Company Parties entered into a restructuring support agreement (the “RSA”) with: (i) certain lenders (the “Consenting Priming Facility Lenders”) party to that certain Priming Facility Credit Agreement, dated as of December 28, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Priming Facility Credit Agreement”), who have extended term loans (the “Priming Facility Term Loans”) to GTT Communications B.V. (“GTT B.V.”); (ii) certain lenders (the “Consenting Revolving Lenders”) party to that certain Credit Agreement, dated as of May 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), who have extended revolving loans to GTT pursuant to the Credit Agreement (the “Revolving Loans”); (iii) certain lenders (the “Consenting U.S. Term Loan Lenders”) party to the Credit Agreement who have extended term loans to GTT pursuant to the Credit Agreement (“U.S. Term Loans”); (iv) certain lenders (the “Consenting Original EMEA Term Loan Lenders”) who have extended term loans denominated in euros to GTT B.V. pursuant to the Credit Agreement (“Original EMEA Term Loans”); (v) certain lenders (the “Consenting 2020 EMEA Term Loan Lenders” and, together with the Consenting U.S. Term Loan Lenders and the Consenting Original EMEA Term Loan Lenders, the “Consenting Term Loan Lenders”) party to the Credit Agreement who have extended term loans denominated in U.S. dollars to GTT B.V. pursuant to the Credit Agreement (the “2020 EMEA Term Loans” and together with the U.S. Term Loans and the Original EMEA Term Loans, the “Term Loans”); (vi) certain beneficial owners of, or nominees, investment advisors, sub-advisors, or managers of accounts that beneficially own (the “Consenting Noteholders” and, collectively with the Consenting Priming Facility Lenders, the Consenting Term Loan Lenders and the Consenting Revolving Lenders, the “Consenting Creditors”) those certain 7.875% Senior Notes due 2024 (the “Notes”) issued by GTT pursuant to that certain Indenture, dated as of December 22, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Indenture”); (vii) beneficial owners of, or nominees, investment advisors, sub-advisors, or managers of accounts that beneficially own equity interests in GTT (the “Consenting Equity Holders”); and (viii) Cube Telecom Europe Bidco Limited (the “Buyer”), a company controlled by funds managed and/or advised by I Squared Capital Advisors (US) LLC (together with the Buyer, “I Squared”, and, together with the Consenting Creditors and the Consenting Equity Holders, the “Consenting Stakeholders”) to support the Restructuring pursuant to the terms of a contemplated pre-packaged chapter 11 plan of reorganization (the “Plan”) as described in the RSA. The RSA provides that, following the closing of the Infrastructure Sale (as defined below) and the Infrastructure Sale Proceeds Paydown (as defined below) and the commencement of the solicitation of votes on the Plan from certain classes of existing creditors, the Company Parties will file (such filing date, the “Petition Date”) for voluntary relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in accordance with the RSA.

The Plan will be based on the restructuring term sheet (the “Term Sheet”) attached to the RSA which, among other things, contemplates that:

•the sale of the business and activities of GTT and/or certain of its subsidiaries providing Pan-European, North American, sub-sea, and trans-Atlantic fiber network and data center infrastructure services to customers to the Buyer (the “Infrastructure Sale”) pursuant to that certain Sale and Purchase Agreement, dated as of October 16, 2020 (as amended, the “Infrastructure SPA”), among the Company, its subsidiaries GTT Holdings Limited, Global Telecom and Technology Holdings Ireland Limited, Hibernia NGS Limited and GTT Americas, LLC (collectively, the “Sellers”) and the Buyer, will be consummated prior to the commencement of the Chapter 11 Cases, subject to the terms of the RSA;

•the Credit Agreement will be amended by the Fifth Lender Forbearance Agreement and Consent (as defined below) to provide that the proceeds from the closing of the Infrastructure Sale will be applied to the claims in respect of the Revolving Loans (the “Revolving Loan Claims”), claims in respect of Hedging Obligations (as defined in the Credit Agreement) (the “Hedging Claims”), claims in respect of the U.S. Term Loans (the “U.S. Term Loan Claims”), claims in respect of the Original EMEA Term Loans (the “Original EMEA Term Loan Claims”), claims in respect of the 2020 EMEA Term Loans (the “2020 EMEA Term Loan Claims”, and collectively with the Revolving Loan Claims, the Hedging Claims, the U.S. Term Loan Claims and the Original EMEA Term Loan Claims, the “2018 Credit Facility Claims”) on a pro rata basis;

•contemporaneously with the execution of the RSA, (i) the Consenting U.S. Term Loan Lenders, Consenting Revolving Lenders, Consenting Original EMEA Term Loan Lenders and Consenting 2020 EMEA Term Loan Lenders have executed the Fifth Lender Forbearance Agreement and Consent, and the Agent will commence a consent solicitation to obtain additional signatures to the Fifth Lender Forbearance Agreement and Consent, and joinders to the RSA, (ii) the Consenting Noteholders have executed the A&R Second Notes Forbearance Agreement (as defined below) and (iii) the Infrastructure SPA has been amended by the SPA Letter Amendment (as defined below);

•prior to the closing of the Infrastructure Sale, the RSA Holdings Condition (as defined below) will be satisfied;

•the proceeds from the closing of the Infrastructure Sale will be applied as set forth in the Term Sheet prior to the commencement of the Chapter 11 Cases (the “Infrastructure Sale Proceeds Paydown”), including the payment in full of all claims in respect of the Priming Facility Term Loans (the “Priming Facility Term Loan Claims”) and in accordance with the Fifth Lender Forbearance Agreement and Consent (the U.S. Term Loan Claims, the Revolving Loan Claims, the Hedging Claims, the Original EMEA Term Loan Claims and the 2020 EMEA Term Loan Claims that remain outstanding following the Infrastructure Sale Proceeds Paydown are hereinafter referred to as the “Remaining U.S. Term Loan Claims”, the “Remaining Revolving Loan Claims”, the “Remaining Hedging Claims”, the “Remaining Original EMEA Term Loan Claims” and the “Remaining 2020 EMEA Term Loan Claims”, respectively); provided that the Company Parties will retain $35 million of such proceeds (the “Retained Cash Proceeds”) to fund the Chapter 11 Cases and for working capital purposes in accordance with the Approved Budget (as defined in the RSA), which proceeds will be the cash collateral of KeyBank National Association, as administrative agent and letter of credit issuer (the “Agent”) and the holders of the 2018 Credit Facility Claims;

•following the Infrastructure Sale Proceeds Paydown, the Company Parties will commence the solicitation of votes on the Plan from holders of impaired claims who are entitled to vote on the Plan, and, thereafter, each of the Company Parties will commence the Chapter 11 Cases in the Bankruptcy Court to pursue confirmation and consummation of the Plan in accordance with the terms of the RSA and the Term Sheet, including the solicitation of votes from beneficial owners of, or nominees, investment advisors, sub-advisors, or managers of accounts that beneficially own equity interests in GTT if required by the Bankruptcy Court;

•the Chapter 11 Cases will be financed through the consensual use of cash collateral, including the Retained Cash Proceeds;

•notwithstanding the terms of the Infrastructure Sale Proceeds Paydown detailed above, if Required Lenders (as defined below), Required Revolving Lenders (as defined below) and holders of at least a majority of the outstanding principal amounts of each of the U.S. Term Loans, the Original EMEA Term Loans and the 2020 EMEA Term Loans execute the Fifth Lender Forbearance Agreement and Consent (the “Consent Conditions”), then, in accordance with the amended collection allocation mechanism agreement attached to the Fifth Lender Forbearance Agreement and Consent (the “CAM Amendment”), on the date on which the proceeds of any sale of all or substantially all of the Infrastructure Business (as defined in the Term Sheet) (including, without limitation, the Infrastructure Sale) that occurs on or prior to the Plan Effective Date are applied to repay the 2018 Credit Facility Claims, the holders of U.S. Term Loan Claims, Revolving Claims, and Hedging Claims (the “U.S. Claims”) shall turn over to the Agent $32.5 million of net cash proceeds that would otherwise be payable pro rata to the holders of U.S. Secured Claims in connection with such paydown (the “Original EMEA Cash Turnover Amount”), and the Agent shall hold the Original EMEA Cash Turnover Amount in escrow in accordance with the CAM Amendment. Subject to the occurrence of and on the Plan Effective Date (as defined below), the Original EMEA Cash Turnover Amount shall be distributed on a pro rata basis to holders of Original EMEA Term Loan Claims who have executed each of the Fifth Lender Forbearance Agreement and Consent and the RSA by five (5) business days after the RSA effective date (such Original EMEA Term Loan Lenders, the “Original EMEA Cash Turnover Recipients”). In exchange, on the Plan Effective Date, the Original EMEA Cash Turnover Recipients shall turn over their pro rata share of $32.5 million of New Equity Interests (calculated based on an assumed $1.3 billion total enterprise value for the reorganized Company Parties and their direct and indirect non-debtor subsidiaries, on a consolidated basis (the “Equity Turnover Valuation”)) to holders of U.S. Term Loan Claims, Revolving Claims, and Hedging Claims on a pro rata basis (the “Original EMEA Equity Turnover” and, together with the Original EMEA Cash Turnover Amount, the “Original EMEA Settlement Reallocations”). Notwithstanding the foregoing, 2020 EMEA Cash Turnover Recipients (as defined below) may elect not to participate in the Original EMEA Settlement Reallocations with respect to any Original EMEA Term Loan Claims they hold;

•notwithstanding the terms of the Infrastructure Sale Proceeds Paydown, if the Consent Conditions are satisfied, then, in accordance with the CAM Amendment, on the date on which the proceeds of any sale of all or substantially all of the Infrastructure Business (including, without limitation, the Infrastructure Sale) that occurs on or prior to the effective date of any chapter 11 plan for one or more Company Parties are applied to repay the 2018 Credit Facility Claims, the holders of U.S. Secured Claims and Original EMEA Term Loan Claims shall turn over to the Agent $2.4 million of net cash proceeds that would otherwise be payable pro rata to such holders in connection with such paydown (the “2020 EMEA Cash Turnover Amount”), and the Agent shall distribute such amount to holders of 2020 EMEA Term Loan Claims who have executed each of the Fifth Lender Forbearance Agreement and Consent and the RSA within three (3) business days of the RSA effective date (such 2020 EMEA Term Loan Lenders, together with their successors and assigns, the “2020 EMEA Cash Turnover Recipients”) (such turnover, the “2020 EMEA Settlement Reallocation”);

•on the effective date of the Plan (the “Plan Effective Date”), each holder of a 2018 Credit Facility Claim remaining after the Infrastructure Sale Proceeds Paydown (the “Remaining 2018 Credit Facility Claims”) shall receive, in full and final satisfaction of all such allowed claims (pro rata to mean the same pro rata split among 2018 Credit Agreement Claims that was used to effectuate the Infrastructure Sale Proceeds Paydown):

◦its pro rata share of the approximately $854 million principal amount of New GTT Term Loans (as defined in the Term Sheet and as further described in Annex 2 to the Term Sheet);

◦subject to the Original EMEA Equity Turnover, its pro rata share of 88% of the equity interests in GTT, as reorganized pursuant to and under the Plan (the “New Equity Interests”), which New Equity Interests shall be (1) subject to reduction on account of New Equity Interests purchased pursuant to the Noteholder New Common Equity Investment (as defined below) and (2) subject to dilution by (a) the post-emergence management incentive plan (the “MIP”), (b) New Equity Interests issuable upon exercise of the Noteholder Warrants (as defined below) and (c) New Equity Interests issuable upon exercise of the Equityholder Warrants (as defined below) (the foregoing interests, collectively, the “Secured Claims New Equity Interests”);

◦its pro rata share of the Noteholder New Common Equity Investment Cash (as defined below), if any;

◦its pro rata share of cash (if any) in the amount of the lesser of (A) the amount by which Effective Date Liquidity (as defined in the Term Sheet) exceeds $100 million and (B) the amount by which the aggregate amount of cash and cash equivalents (including any Retained Cash Proceeds and excluding restricted cash) of the reorganized Company Parties and their direct and indirect non-debtor subsidiaries on the Plan Effective Date exceeds $25 million; and

◦its pro rata share of the Deferred Consideration (as defined below) to be made by the Buyer pursuant to SPA Letter Amendment.

•letters of credit, to the extent undrawn, shall remain outstanding and shall each be cash collateralized by the Company by the RSA effective date, and (a) in the case of any letters of credit which support the Company’s Infrastructure Business, shall be replaced or backstopped by the issuance of new letters of credit obtained by I Squared in accordance with the Infrastructure SPA, or (b) in the case of any letters of credit which do not support the Infrastructure Business, shall, on the Plan Effective Date, be replaced or backstopped by the issuance of new letters of credit obtained under the Exit Revolving Credit Facility (as defined below) (or other letter of credit facility established for the account of the reorganized Company Parties, as determined by the Company, with the consent of at least a majority of the outstanding principal amounts of each of the Original EMEA Term Loan Claims, the 2020 EMEA Term Loan Claims and the U.S. Term Loan Claims, which consent shall not be unreasonably withheld, conditioned, or delayed). In the event that a letter of credit issued under the Credit Agreement is drawn during the pendency of the Chapter 11 Cases and funded by the issuing bank under the Credit Agreement, the issuing bank shall be entitled to reimbursement from such cash collateral;

•on the Plan Effective Date, each holder of claims in respect of the Notes (the “Notes Claims”) shall receive, in full and final satisfaction of all such allowed claims:

◦its pro rata share of 12% of the New Equity Interests, which New Equity Interests shall be subject to dilution by (a) the MIP, (b) New Equity Interests issuable upon exercise of the Noteholder Warrants (as defined below) and (c) New Equity Interests issuable upon exercise of the Equityholder Warrants (as defined below) (the foregoing interests, the “Noteholder New Equity Interests”);

◦its pro rata share of the warrants for 30% of the New Equity Interests (calculated on a fully-diluted basis but excluding and subject to dilution on account of the New Equity Interests issuable pursuant to the MIP and the Equityholder Warrants) that will be distributed to holders of Notes Claims on account of such claims pursuant to and in accordance with the Plan and the agreement governing such warrants (the “Noteholder Warrants”). The Noteholder Warrants shall have a five (5) year term (subject to early acceleration upon certain events), customary anti-dilution protections and information rights similar to the rights of holders of New Equity Interests, and the Noteholder Warrants shall have an initial aggregate exercise price equal to the equity value implied by a par plus accrued and unpaid interest recovery on the Remaining 2018 Credit Facility Claims as of the Plan Effective Date (subject to certain adjustments as set forth in the Term Sheet); and

◦the right to participate in the Noteholder New Common Equity Investment (as defined below);

•in connection with the Restructuring, holders of Notes Claims will be entitled to purchase up to $50 million of the New Equity Interests issued and outstanding on the Plan Effective Date at a per share price that implies an enterprise value

that would result in a par plus accrued interest recovery for holders of Remaining 2018 Credit Facility Claims (the “Noteholder New Common Equity Investment” and the aggregate amount of cash received by the Companies from participating holders of Notes (the “Noteholders”) for such investment referred to as the “Noteholder New Common Equity Investment Cash”), which will reduce the Secured Claims New Equity Interests as described above and which will be structured as a rights offering through which eligible holders of Notes Claims will receive subscription rights to participate in the Noteholder New Common Equity Investment on a pro rata basis;

•except to the extent otherwise agreed to, holders of all administrative expense claims, priority tax claims, other priority claims, and other secured claims shall receive, in full and final satisfaction of such claim, cash payment in an amount equal to such allowed claim;

•each holder of an allowed “General Unsecured Claim”, defined as any prepetition claim against the Company Parties that is not a (x) Priming Facility Term Loan Claim, 2020 EMEA Term Loan Claim, Original EMEA Term Loan Claim, U.S. Term Loan Claim, Revolving Claim, Hedging Claim, Notes Claim, or Intercompany Claim (as defined below) or (y) a claim that is secured by collateral, subordinated, or entitled to priority under the Bankruptcy Code, that has not been satisfied in the ordinary course of business shall receive, in full and final satisfaction of such allowed General Unsecured Claim, payment in full in cash on the date such claim becomes an allowed claim as if the Chapter 11 Cases had not been commenced; provided that claims for rejection damages in connection with any rejected non-residential real property lease shall be subject to the limitations of section 502(b)(6) of the Bankruptcy Code;

•on the Plan Effective Date, all claims against a Company entity held by another Company entity (“Intercompany Claims”) or interests in a Company entity held by another Company entity (“Intercompany interests”) will be adjusted, reinstated, or cancelled, as determined by (i) the Company, with the consent of Consenting Creditors holding a majority of each of the Priming Facility Term Loan Claims, the Original EMEA Term Loan Claims, the 2020 EMEA Term Loan Claims, the U.S. Term Loan Claims and Notes Claims held by the Consenting Creditors, respectively (the “Required Consenting Creditors”) (which consent shall not be unreasonably withheld, conditioned, or delayed) or (ii) the reorganized Company Parties, in their reasonable discretion;

•on the Plan Effective Date, each holder of an existing GTT equity interest shall receive, in full and final satisfaction of such interest, its pro rata share of the warrants for 4.9% of the New Equity Interests (calculated on a fully-diluted basis but excluding and subject to dilution on account of the New Equity Interests issuable pursuant to the MIP) that will be distributed to holders of existing GTT equity interests on account of such interest pursuant to and in accordance with the Plan and the agreement governing such warrants (the “Equityholder Warrants”). The Equityholder Warrants shall have a five (5) year term (subject to early acceleration upon certain events), customary anti-dilution protections and information rights similar to the rights of holders of New Equity Interests, and the Equityholder Warrants shall have an initial aggregate exercise price equal to the price implied by a $2.8 billion total enterprise value for the reorganized Company as of the Plan Effective Date;

•the existing GTT equity interests beneficially owned by The Spruce House Partnership, LLC and its affiliates (“Spruce House”) shall be transferred to the Company for no consideration and Spruce House shall receive no Equityholder Warrants;

•the applicable Company Parties or reorganized Company Parties, as applicable, shall assume all I Squared Infrastructure Sale Transaction Documents (as defined in the RSA) to which a Company Party is a party; and

•in advance of the Plan Effective Date, the Company Parties may, with the consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned, or delayed), seek to obtain a new cash flow/asset-backed revolving credit facility of up to $75 million in the aggregate on terms acceptable to Required Consenting Creditors (the “Exit Revolving Credit Facility”).

The Term Sheet also provides that the Plan will include releases and other customary terms.

The RSA contains certain covenants on the part of the Company Parties and the Consenting Stakeholders to support the Restructuring, in each case subject to certain terms and conditions in the RSA. The RSA also includes certain covenants regarding the replacement of certain members of the board of directors of the Company (the “Board”). The RSA may be terminated by (i) a majority of each of the Consenting Priming Facility Lenders, Consenting Original EMEA Term Loan Lenders, Consenting 2020 EMEA Term Loan Lenders and Consenting U.S. Term Loan Lenders, (ii) a majority of the Consenting Noteholders, (iii) a majority of the Consenting Revolving Lenders solely with respect to the Consenting Revolving Lenders, (iv) a majority of the Consenting Equity Holders solely with respect to the Consenting Equity Holders, (v) I Squared solely with respect to I Squared and (vi) the Company, in each case upon the occurrence of certain respective specified events, including, without limitation, the termination of the Infrastructure SPA, or if the Board determines the Restructuring would be inconsistent with the exercise of its fiduciary duties or applicable law or, in the exercise of its fiduciary duties, the Board determines to pursue an alternative restructuring transaction (with the power to make such decisions delegated to the Strategic

Planning Committee of the Board). The RSA may also be terminated by majorities of certain Consenting Creditors upon the failure to consummate the Infrastructure Sale and effect the Infrastructure Sale Proceeds Paydown within specified periods, the failure to meet other milestones set forth in the RSA, including, among others, the commencement of the Chapter 11 Cases and regulatory filings, within specified periods, as well as six (6) months following the Petition Date (which may be automatically extended by three (3) months if the other conditions to the RSA are met and the delay solely relates to regulatory approvals), or such later date mutually agreed between the Company and the Required Consenting Creditors, if the Plan Effective Date has not occurred (the “Outside Date”). In addition, the RSA may be terminated by certain of the parties specified above ten (10) business days following the later of the effective date of the RSA or the date the Company requests the Agent posts the RSA on the Lender platform, unless the following parties shall have delivered signature pages to the RSA: (i) holders of at least two-thirds (2/3) of the combined aggregate outstanding principal amount of the 2018 Credit Facility Claims (which must include holders of at least a majority of the outstanding principal amounts of each of the U.S. Term Loans, the Original EMEA Term Loans and the 2020 EMEA Term Loans) and (ii) beneficial owners (or nominees, investment advisors, sub-advisors, or managers of accounts that are beneficial owners) of at least two-thirds (2/3) of the aggregate outstanding principal amount of the Notes Claims (the “RSA Holdings Condition”). Notwithstanding the foregoing, following the Infrastructure Sale Proceeds Paydown, termination by any Consenting Creditor shall require the consent of the Required Consenting Creditors unless the breach or termination event materially alters or impedes consummation of the Restructuring or is materially adverse to such Consenting Creditor’s legal and/or economic rights or benefits under the RSA or relates to a milestone termination right and remains uncured for fourteen (14) calendar days (unless agreed otherwise by the Required Consenting Creditors).

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the RSA, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The information contained in the RSA, including the Term Sheet, and this Form 8-K are for informational purposes only and do not constitute an offer to buy, nor a solicitation of an offer to sell, any securities, loans or other instruments of the Company, nor do they constitute a solicitation of consent from any persons with respect to the transactions contemplated hereby and thereby. Although the Company intends to pursue the Restructuring in accordance with the terms set forth in the RSA, there can be no assurance that the Company will be successful in completing the Restructuring or any other similar transaction on the terms set forth in the RSA, on different terms or at all. Holders of GTT’s outstanding securities, loans and other instruments are urged to read the disclosure materials if and when they become available because they will contain important information regarding the Restructuring.

Stock Transfer Agreement

In connection with entering into the RSA, on September 1, 2021, the Company and Spruce House entered into that certain Stock Transfer Agreement (the “Stock Transfer Agreement”). The Stock Transfer Agreement provides that Spruce House will immediately transfer, assign, convey and deliver to the Company all of its right, title and interest in any and all economic rights and interests associated with its 15,875,000 shares of the Company’s Common Stock (the “SH Shares”) for no payment, and Spruce House will also immediately transfer, assign, convey and deliver its right, title and interest in any voting rights associated with the SH Shares that, after giving effect to such transfer, exceed 25.01% of the issued and outstanding common stock of the Company, with the remainder of the voting rights associated with the SH Shares transferred, assigned, conveyed and delivered upon the satisfaction of certain regulatory conditions (the “Spruce House Transfer”). The Company expects to retire the SH Shares after the Spruce House Transfer.

The foregoing description of the Stock Transfer Agreement is not complete and is qualified in its entirety by the terms and provisions of the Stock Transfer Agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Amendment to Priming Facility Credit Agreement

As previously disclosed, on December 28, 2020, the Company entered into the Priming Facility Credit Agreement, among the Company, GTT B.V., the lenders party thereto (the “PTL Lenders”) and Delaware Trust Company, as administrative agent (the “PTL Agent”). The Priming Facility Credit Agreement provides for a priming term loan facility consisting of initial and delayed draw term loans in a principal amount of up to $275,000,000 (the “New Term Loan Facility”). On March 29, 2021, the Company, GTT B.V., the PTL Lenders party thereto and the PTL Agent entered into that certain Second Amendment to Priming Facility Credit Agreement (the “Second PTL Amendment”). The Second PTL Amendment, among other things, extended the deadline to deliver the Company’s audited consolidated financial statements under the Priming Facility Credit Agreement for the fiscal year ended December 31, 2020 to April 15, 2021 and provided that PTL Lenders holding a majority of the loans and commitments under the New Term Loan Facility (“New Term Loan Facility Required Lenders”) may further extend such deadline by notice to the Company. On April 12, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadline to deliver the Company’s audited consolidated financial statements under the Priming Facility Credit Agreement for the fiscal year ended December 31, 2020 to April 22, 2021. On April 20, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of such deadline to May 3, 2021.

On April 30, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to a further extension of such deadline to May 10, 2021.

As previously disclosed, on May 10, 2021, the Company, GTT B.V., the PTL Lenders party thereto constituting New Term Loan Facility Required Lenders and the PTL Agent entered into that certain Third Amendment to Priming Facility Credit Agreement (the “Third PTL Amendment”). The Third PTL Amendment, among other things, extended the deadlines under the Priming Facility Credit Agreement to deliver the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020 and the Company’s unaudited consolidated financial statements for the fiscal quarter ended March 31, 2021 (the “Late Annual and Q1 PTL Reports”) to May 17, 2021. On May 17, 2021, the Company, GTT B.V., the PTL Lenders party thereto constituting New Term Loan Facility Required Lenders and the PTL Agent entered into that certain Fourth Amendment to Priming Facility Credit Agreement (the “Fourth PTL Amendment”). The Fourth PTL Amendment, among other things, extended the deadlines to deliver the Late Annual and Q1 PTL Reports to June 3, 2021 and provided that PTL Lenders constituting New Term Loan Facility Required Lenders may further extend each of these deadlines by notice to the Company. On June 2, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late Annual and Q1 PTL Reports to June 17, 2021. On June 15, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late Annual and Q1 PTL Reports to June 28, 2021. On June 28, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late Annual and Q1 PTL Reports to July 6, 2021. On July 6, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late Annual and Q1 PTL Reports to July 12, 2021.

As previously disclosed, on July 12, 2021, the Company, GTT B.V., the PTL Lenders party thereto constituting New Term Loan Facility Required Lenders and the PTL Agent entered into that certain Fifth Amendment to Priming Facility Credit Agreement (the “Fifth PTL Amendment”). The Fifth PTL Amendment, among other things, further extended the deadlines under the Priming Facility Credit Agreement to deliver the Late Annual and Q1 PTL Reports to July 20, 2021. On July 20, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late Annual and Q1 PTL Reports to July 27, 2021. On July 25, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late Annual and Q1 PTL Reports to August 3, 2021. On August 3, 2021, the Company, GTT B.V., the PTL Lenders party thereto constituting New Term Loan Facility Required Lenders and the PTL Agent entered into that certain Sixth Amendment to Priming Facility Credit Agreement (the “Sixth PTL Amendment”). The Sixth PTL Amendment, among other things, (i) further extended the deadlines under the Priming Facility Credit Agreement to deliver the Late Annual and Q1 PTL Reports to August 17, 2021 and (ii) extended the deadline under the Priming Facility Credit Agreement to deliver the Company’s unaudited consolidated financial statements for the fiscal quarter ended June 30, 2021 (together with the Late Annual and Q1 PTL Reports, the “Late PTL Reports”) to August 17, 2021. The Sixth PTL Amendment also provides that PTL Lenders constituting New Term Loan Facility Required Lenders may extend each of the deadlines in clauses (i) and (ii) above by notice to the Company. On August 16, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late PTL Reports to August 24, 2021. On August 20, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late PTL Reports to August 31, 2021.

On August 28, 2021, the Company received a notice on behalf of PTL Lenders constituting New Term Loan Facility Required Lenders consenting to an extension of the deadlines to deliver the Late PTL Reports to September 7, 2021.

In connection with entering into the RSA, on September 1, 2021, the Company, GTT B.V., the PTL Lenders party thereto constituting New Term Loan Facility Required Lenders (the “Consenting PTL Lenders”) and the PTL Agent entered into that certain Seventh Amendment to Priming Facility Credit Agreement (the “Seventh PTL Amendment”). The Seventh PTL Amendment, among other things, (i) further extends the deadlines under the Priming Facility Credit Agreement to deliver the Late PTL Reports to the time that the RSA ceases to be effective or otherwise terminates in accordance with its terms with respect to the Company or the Consenting Priming Facility Lenders, (ii) adds an event of default if the RSA ceases to be effective or otherwise terminates in accordance with its terms with respect to the Company or the Consenting Priming Facility Lenders, and the New Term Loan Facility Required Lenders confirm such event of default in writing, (iii) removes certain notice requirements to the PTL Agent, certain PTL Lenders and certain advisors to the PTL Lenders and (iv) removes certain events of default in the Priming Facility Credit Agreement related to the delivery of such notices and the closing of the Infrastructure Sale. The Seventh PTL Amendment also provides that PTL Lenders constituting New Term Loan Facility Required Lenders may extend the deadlines in clause (i) above by notice to the Company. The Seventh PTL Amendment also provides for certain amendments to the asset sale covenant to permit the Infrastructure Sale. The Company paid fees and expenses of certain advisors to the Consenting PTL Lenders and the PTL Agent in connection with the entry into the Seventh PTL Amendment.

The foregoing description of the Seventh PTL Amendment is not complete and is qualified in its entirety by the terms and provisions of the Seventh PTL Amendment, a copy of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.

Amended and Restated Second Notes Forbearance Agreement

As previously disclosed, on December 28, 2020, the Company and the guarantors (the “Guarantors”) under the Indenture by and between the Company, as successor by merger to GTT Escrow Corporation, and Wilmington Trust, National Association, as Trustee (the “Trustee”), entered into that certain Noteholder Forbearance Agreement (as amended, supplemented, or otherwise modified, the “Second Notes Forbearance Agreement”) with certain beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (the “Forbearing Noteholders”) of a majority of the outstanding aggregate principal amount of the Notes. Pursuant to the Second Notes Forbearance Agreement, the Forbearing Noteholders agreed to, among other provisions, forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of, (i) the Company’s failure to timely file its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 (the “Q2 2020 Form 10-Q”) and September 30, 2020 (the “Q3 2020 Form 10-Q”) and (ii) the occurrence and continuance of the “Lender Specified Defaults” as defined in the applicable forbearance agreement with respect to the Credit Agreement, in each case until the earlier of (a) 5:00 p.m., New York City time, on March 31, 2021 and (b) the receipt of notice from Forbearing Noteholders regarding their intent to terminate the Second Notes Forbearance Agreement upon the occurrence of certain specified forbearance defaults. The Second Notes Forbearance Agreement may be amended with the consent of Forbearing Noteholders holding more than 66.7% of the aggregate principal amount of the Notes held by all Forbearing Noteholders, provided that at least two of such consenting Forbearing Noteholders are unaffiliated (“Requisite Forbearing Noteholders”).

As previously disclosed, on March 29, 2021, the Company and the Guarantors entered into that certain First Amendment to Noteholder Forbearance Agreement (the “Second Notes Forbearance Agreement Amendment No. 1”) with Forbearing Noteholders constituting Requisite Forbearing Noteholders. The Second Notes Forbearance Agreement Amendment No. 1, among other things, (i) provided that in addition to the matters originally subject to forbearance in the Second Notes Forbearance Agreement, the Forbearing Noteholders will forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of, the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”) and (ii) amended the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on April 15, 2021. On April 12, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on April 22, 2021. On April 19, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on May 3, 2021. On April 28, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on May 10, 2021. On May 10, 2021, the Company and the Guarantors entered into that certain Second Amendment to Noteholder Forbearance Agreement (the “Second Notes Forbearance Agreement Amendment No. 2”) with Forbearing Noteholders constituting Requisite Forbearing Noteholders. The Second Notes Forbearance Agreement Amendment No. 2, among other things, amended the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on May 17, 2021.

As previously disclosed, on May 17, 2021, the Company and the Guarantors entered into that certain Third Amendment to Noteholder Forbearance Agreement (the “Second Notes Forbearance Agreement Amendment No. 3”) with Forbearing Noteholders constituting Requisite Forbearing Noteholders. The Second Notes Forbearance Agreement Amendment No. 3, among other things, (i) provided that in addition to the matters subject to forbearance in the Second Notes Forbearance Agreement as previously amended, the Forbearing Noteholders will forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of, the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) and (ii) amended the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on June 3, 2021. On May 28, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on June 17, 2021. On June 11, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on June 28, 2021.

As previously disclosed, on June 28, 2021, the Company and the Guarantors entered into that certain Fourth Amendment to Noteholder Forbearance Agreement (the “Second Notes Forbearance Agreement Amendment No. 4”) with

Forbearing Noteholders constituting Requisite Forbearing Noteholders. The Second Notes Forbearance Agreement Amendment No. 4, among other things, (i) amended the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on July 6, 2021 and (ii) provided that in addition to the matters subject to forbearance in the Second Notes Forbearance Agreement as previously amended, the Forbearing Noteholders will forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of, the Company’s failure to make the approximately $22.6 million interest payment due on June 30, 2021 on the Notes as required pursuant to the Indenture. On July 2, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on July 12, 2021. On July 8, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on July 20, 2021. On July 20, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on July 27, 2021. On July 27, 2021, the Company and the Guarantors entered into that certain Fifth Amendment to Noteholder Forbearance Agreement (the “Second Notes Forbearance Agreement Amendment No. 5”) with Forbearing Noteholders constituting Requisite Forbearing Noteholders. The Second Notes Forbearance Agreement Amendment No. 5, among other things, amended the scheduled expiration time under the Second Notes Forbearance Agreement to 5:00 p.m., New York City time, on August 3, 2021. On August 3, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 11:59 p.m., New York City time, on August 17, 2021. On August 16, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 11:59 p.m., New York City time, on August 24, 2021. On August 23, 2021, the Company received a notice on behalf of Forbearing Noteholders constituting Requisite Forbearing Noteholders consenting to an extension of the scheduled expiration time under the Second Notes Forbearance Agreement to 11:59 p.m., New York City time, on August 31, 2021.

On August 31, 2021, the Company and the Guarantors entered into that certain Sixth Amendment to Noteholder Forbearance Agreement (the “Second Notes Forbearance Agreement Amendment No. 6”) with Forbearing Noteholders constituting Requisite Forbearing Noteholders. The Second Notes Forbearance Agreement Amendment No. 6, among other things, (i) provides that in addition to the matters subject to forbearance in the Second Notes Forbearance Agreement as previously amended, the Forbearing Noteholders will forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect to defaults and events of default that have occurred, or that may occur as a result of, the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Q2 2021 Form 10-Q”) and (ii) amends the scheduled expiration time under the Second Notes Forbearance Agreement to 11:59 p.m., New York City time, on September 7, 2021.

In connection with entering into the RSA, on September 1, 2021, the Company and the Guarantors entered into that certain Amended and Restated Noteholder Forbearance Agreement (the “A&R Second Notes Forbearance Agreement”) with Forbearing Noteholders constituting Requisite Forbearing Noteholders. Pursuant to the A&R Second Notes Forbearance Agreement, which replaces the Second Notes Forbearance Agreement as previously amended, the Forbearing Noteholders have agreed to, among other things, forbear from exercising any and all rights and remedies under the Indenture, the Notes and applicable law, including not directing the Trustee to take any such action, with respect any defaults and events of default that have occurred, or that may occur during the forbearance period, including, without limitation, the defaults and events of default described above with respect to the Q2 2020 Form 10-Q, Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q and the Q2 2021 Form 10-Q. In addition, in the event that the Trustee or any Noteholder or group of Noteholders takes any action to declare all of the Notes immediately due and payable, the Forbearing Noteholders agree, subject to certain conditions, to deliver written notice to the Trustee to rescind and annul such acceleration and its consequences and to provide the necessary consents to amend the Indenture to provide that the Indenture shall not require cure or waiver of any events of default or require the payment or deposit with the Trustee of overdue interest or interest upon overdue interest in connection with rescinding and annulling such acceleration and its consequences.

The forbearance period under the A&R Second Notes Forbearance Agreement ends on the earlier of (i) the occurrence of certain events of default under the Indenture related to bankruptcy or insolvency proceedings of the Company and its subsidiaries and (ii) the receipt of notice from the Forbearing Noteholders regarding their intent to terminate the A&R Second Notes Forbearance Agreement upon the RSA ceasing to be effective or otherwise terminating in accordance with its terms with respect to the Company and/or the Consenting Noteholders. The Company paid fees and expenses of certain advisors to the Forbearing Noteholders in connection with the entry into the A&R Second Notes Forbearance Agreement.

The foregoing description of the A&R Second Notes Forbearance Agreement is not complete and is qualified in its entirety by the terms and provisions of the A&R Second Notes Forbearance Agreement, a copy of which is filed herewith as Exhibit 10.4 and is incorporated herein by reference.

Fifth Lender Forbearance Agreement and Consent

As previously disclosed, on May 10, 2021, the Company, GTT B.V. and the other credit parties party thereto entered into that certain Fourth Lender Forbearance Agreement and Amendment No. 5 to Credit Agreement (the “Fourth Lender Forbearance Agreement”) with (1) lenders holding (a) a majority of the outstanding loans and revolving commitments (“Required Lenders”) and (b) a majority of the revolving commitments (“Required Revolving Lenders”) under the Credit Agreement, by and among the Company and GTT B.V., as borrowers, the Agent, and the lenders and other financial institutions party thereto from time to time (the “Lenders”), (2) certain hedge providers to the Company and (3) the Agent. Pursuant to the Fourth Lender Forbearance Agreement, the Consenting Lenders agreed to, among other things, forbear from exercising any and all rights and remedies under the Loan Documents (as defined in the Credit Agreement), any secured hedge agreement with the secured hedge providers and applicable law (as applicable), including not directing the Agent to take any such action, with respect to certain defaults and events of default under the Credit Agreement and certain events of default under any Secured Hedge Agreement (as applicable) that have occurred, or that may occur as a result of, (i) the Company’s failure to timely file the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K and the Q1 2021 Form 10-Q, and related compliance certificates, (ii) any amendment, supplement, modification, restatement and/or withdrawal or public statement of non-reliance on (A) any audit opinion related to historical consolidated financial statements or (B) historical consolidated financial statements and (iii) the occurrence and continuance of the “Noteholder Specified Defaults” as defined in the Second Notes Forbearance Agreement, in each case until the earlier of (a) 5:00 p.m., New York City time, on May 17, 2021 and (b) the receipt of notice from Consenting Lenders regarding intent to terminate the Fourth Lender Forbearance Agreement upon the occurrence of certain specified forbearance defaults. The Fourth Lender Forbearance Agreement may be amended with the consent of (i) Required Lenders and (ii) Required Revolving Lenders (except that the extension of the forbearance period with respect to any of the Secured Hedge Providers requires the consent of such Secured Hedge Provider).

As previously disclosed, on May 14, 2021 and May 16, 2021, the Company received notices on behalf of Lenders constituting Required Revolving Lenders and Required Lenders, respectively, consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on June 3, 2021. On June 2, 2021, the Company, GTT B.V. and the other credit parties party thereto entered into that certain First Amendment to Fourth Lender Forbearance Agreement (the “Fourth Lender Forbearance Agreement Amendment No. 1”) with Lenders constituting Required Lenders and Required Revolving Lenders. The Fourth Lender Forbearance Agreement Amendment No. 1, among other things, amended the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on June 17, 2021. On June 15, 2021 and June 16, 2021, the Company received notices on behalf of Lenders constituting Required Lenders and Required Revolving Lenders, respectively, consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on June 28, 2021. On June 28, 2021, the Company, GTT B.V. and the other credit parties party thereto entered into that certain Second Amendment to Fourth Lender Forbearance Agreement (the “Fourth Lender Forbearance Agreement Amendment No. 2”) with Lenders constituting Required Lenders and Required Revolving Lenders. The Fourth Lender Forbearance Agreement Amendment No. 2, among other things, amended the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on July 6, 2021. On July 2, 2021 and July 6, 2021, the Company received notices on behalf of Lenders constituting Required Revolving Lenders and Required Lenders, respectively, consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on July 12, 2021.

As previously disclosed, on July 12, 2021, the Company, GTT B.V. and the other credit parties party thereto entered into that certain Third Amendment to Fourth Lender Forbearance Agreement and Consent (the “Fourth Lender Forbearance Agreement Amendment No. 3”) with Lenders constituting Required Lenders and Required Revolving Lenders. The Fourth Lender Forbearance Agreement Amendment No. 3, among other things, amended the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on July 20, 2021. On July 16, 2021 and July 20, 2021, the Company received notices on behalf of Lenders constituting Required Revolving Lenders and Required Lenders, respectively, consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on July 27, 2021. On July 25, 2021 and July 27, 2021, the Company received notices on behalf of Lenders constituting Required Lenders and Required Revolving Lenders, respectively, consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 5:00 p.m., New York City time, on August 3, 2021. On August 3, 2021, the Company, GTT B.V. and the other credit parties party thereto entered into that certain Fourth Amendment to Fourth Lender Forbearance Agreement and Consent (the “Fourth Lender Forbearance Agreement Amendment No. 4”) with Lenders constituting Required Lenders and Required Revolving Lenders. The Fourth Lender Forbearance Agreement Amendment No. 4, among other things, (i) amended the scheduled expiration time under the Fourth Lender Forbearance Agreement to 11:59 p.m., New York City time, on August 17, 2021 and (ii) provided that in addition to the matters originally subject to forbearance in the Fourth Lender Forbearance Agreement, the consenting Lenders will forbear from exercising any and all rights and remedies under the Loan Documents and applicable law (as applicable), including not directing the Agent to take any such action, with respect to certain defaults and events of default under the Credit Agreement that have occurred, or that may occur as a result of, the Company’s failure to timely file the Q2 2021 Form 10-Q. On August 16, 2021, the Company received notices on behalf of Lenders constituting Required Revolving Lenders and Required Lenders consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 11:59 p.m., New York City time, on August 24, 2021. On August 20, 2021 and August 23, 2021, the Company received notices on behalf

of Lenders constituting Required Lenders and Required Revolving Lenders, respectively, consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 11:59 p.m., New York City time, on August 31, 2021.

On August 28, 2021 and August 31, 2021, the Company received notices on behalf of Lenders constituting Required Lenders and Required Revolving Lenders, respectively, consenting to an extension of the scheduled expiration time under the Fourth Lender Forbearance Agreement to 11:59 p.m., New York City time, on September 7, 2021.

In connection with entering into the RSA, on September 1, 2021, the Company, GTT B.V. and the other credit parties party thereto entered into a Fifth Lender Forbearance Agreement and Consent (the “Fifth Lender Forbearance Agreement and Consent”), with the Lenders party thereto, constituting Lenders holding not less than a majority of the U.S. Term Loans, Lenders holding not less than a majority of the Original EMEA Term Loans, Lenders holding not less than a majority of the 2020 EMEA Term Loans, Required Lenders and Required Revolving Lenders, certain hedge providers to the Company (the “Secured Hedge Providers” and collectively with the Lenders party to the Fifth Lender Forbearance Agreement and Consent, the “Consenting Lenders”) and the Agent. Pursuant to the Fifth Lender Forbearance Agreement and Consent, which replaces the Fourth Lender Forbearance Agreement as previously amended, the Consenting Lenders agreed to, among other things, forbear from exercising any and all rights and remedies under the Loan Documents, any secured hedge agreement with the Secured Hedge Providers (the “Secured Hedge Agreements”) and applicable law (as applicable), including, without limitation, not directing the Agent to take any such action, with respect to any defaults and events of default under the Credit Agreement and certain events of default under any Secured Hedge Agreement (as applicable) that have occurred, or that may occur during the forbearance period, including the defaults and events of default described above with respect to historical financial statements, the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q, the Q2 2021 Form 10-Q and related matters.

The forbearance period under the Fifth Lender Forbearance Agreement and Consent ends on the earlier of (i) the occurrence of certain events of default under the Credit Agreement related to bankruptcy or insolvency proceedings of the Company and its subsidiaries and (ii) the receipt of notice regarding intent to terminate the Fifth Lender Forbearance Agreement and Consent from either the Required Lenders or the Required Revolving Lenders upon the RSA ceasing to be effective or otherwise terminating in accordance with its terms with respect to (x) the Company and/or (y) the Consenting Original EMEA Term Loan Lenders, the Consenting 2020 EMEA Term Loan Lenders, the Consenting U.S. Term Loan Lenders and the Consenting Revolving Lenders, as a whole.

The Fifth Lender Forbearance Agreement and Consent also (i) requires the Company to cash collateralize all outstanding letters of credit upon execution and (ii) provides that the Consenting Lenders consent to certain amendments to the Credit Agreement and related agreements to modify certain provisions of the Credit Agreement relating to mandatory prepayments with proceeds of certain asset sales and the collection allocation mechanism agreement among the Lenders. The Fifth Lender Forbearance Agreement and Consent also provides for certain reporting and delivery requirements to the advisors to the Consenting Lenders. The Company paid fees and expenses of certain advisors to the Agent and the Consenting Lenders in connection with the entry into the Fifth Lender Forbearance Agreement and Consent.

The foregoing description of the Fifth Lender Forbearance Agreement and Consent is not complete and is qualified in its entirety by the terms and provisions of the Fifth Lender Forbearance Agreement and Consent, a copy of which is filed herewith as Exhibit 10.5 and is incorporated herein by reference.

EMEA Forbearance Agreement

In connection with entering into the RSA, as part of the Fifth Lender Forbearance Agreement and Consent, on September 1, 2021, GTT B.V. and certain other non-U.S. credit parties party thereto (the “Non-U.S. EMEA Credit Parties”) entered into that certain Non-U.S. EMEA Credit Party Forbearance Agreement (the “EMEA Forbearance Agreement”), with (1) the Consenting Lenders and (2) the Agent. Pursuant to the EMEA Forbearance Agreement, upon the Petition Date (subject to the satisfaction of certain conditions), the Consenting Lenders have agreed to, among other things, forbear from exercising any and all rights and remedies under the Loan Documents and applicable law against the Non-U.S. EMEA Credit Parties, including not directing the Agent to take any such action, with respect to any defaults and events of default under the Credit Agreement that have occurred, or that may occur during the forbearance period. The EMEA Forbearance Agreement also provides for certain reporting and delivery requirements by the Non-U.S. EMEA Credit Parties to the advisors to the Consenting Lenders, the Agent and certain Lenders.

The forbearance period under the EMEA Forbearance Agreement ends upon the earliest to occur of: (1) the receipt of notice regarding intent to terminate the EMEA Forbearance Agreement from the Required Lenders, with the consent of the Required Consenting Creditors, upon the occurrence of any of the specified forbearance defaults described therein; provided that such Required Consenting Creditors’ consent shall not be required if, in the case of clause (ii) of the definition of Forbearance Default described in the below paragraph, such forbearance default (x) materially alters or impedes consummation of the Restructuring or (y) directly or indirectly has a materially adverse effect on the terminating Consenting Creditors’ legal

and/or economic rights or benefits under the RSA); (2) the RSA ceases to be effective or otherwise terminates in accordance with its terms with respect to (x) the Company and/or (y) the Consenting Original EMEA Term Loan Lenders, the Consenting 2020 EMEA Term Loan Lenders, the Consenting U.S. Term Loan Lenders and the Consenting Revolving Lenders, as a whole; (3) the effective date of any plan of reorganization filed with the Bankruptcy Court in the Chapter 11 Cases; and (4) (i) the enforcement of a security interest or other exercise of remedies, as a secured creditor or otherwise, by any party other than the Agent or the Lenders against a material portion of the collateral owned by any Non-U.S. EMEA Credit Party with respect to any liabilities in excess of $5 million or (ii) any case or proceeding is commenced by or against any Non-U.S. EMEA Credit Party under any debtor relief law, or any petition, application, filing, or submission is made with respect to any Non-U.S. EMEA Credit Party, for (x) the entry of an order for relief under the Bankruptcy Code, any debtor relief law, or any other reorganization, arrangement, insolvency, debtor relief, moratorium, suspension, deferral of payment or debt adjustment law; provided that, in the case of the commencement of an involuntary case against any such Non-U.S. EMEA Credit Party that, as of the last day of the fiscal quarter of the Company most recently ended for which financial statements have been delivered to certain advisors to the Consenting Lenders, has individually, both (i) assets with a value not exceeding 2.5% of total assets of, and (ii) revenues not exceeding 2.5% of the total revenues of, the Company and its restricted subsidiaries on a consolidated basis for the testing period most recently ended, under the Bankruptcy Code, any debtor relief law or any analogous law in any jurisdiction outside the United States, such case shall not have been dismissed within thirty (30) days of commencement thereof with respect to such Non-U.S. EMEA Credit Party, (y) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Non-U.S. EMEA Credit Party or any part of its property to the extent such proceeding is consented to by any Non-U.S. EMEA Credit Party or remains undismissed for a period of thirty (30) days with respect to such Non-U.S. EMEA Credit Party or (z) an assignment or trust mortgage for the benefit of creditors.

The forbearance defaults include, without limitation, (i) the occurrence of any event of default under the Credit Agreement solely to the extent such event of default is with respect to a default or failure to comply by a Non-U.S. EMEA Credit Party, excluding certain specified defaults set forth in the EMEA Forbearance Agreement and (ii) the failure by any Non-U.S. EMEA Credit Party to comply in all material respects with any term, condition, or covenant set forth in the EMEA Forbearance Agreement, which failure remains uncured (to the extent curable) for specified periods after the Required Lenders deliver a written notice of such failure to GTT B.V.

The foregoing description of the EMEA Forbearance Agreement is not complete and is qualified in its entirety by the terms and provisions of the EMEA Forbearance Agreement, a copy of which is filed herewith as Annex C to the Fifth Lender Forbearance Agreement and Consent in Exhibit 10.5 and is incorporated herein by reference.

Amended Infrastructure Sale and Purchase Agreement

As previously disclosed, on October 16, 2020, the Company entered into the Infrastructure SPA with respect to the Infrastructure Sale. On February 15, 2021, the Sellers and the Buyer entered into the Project Apollo – KPMG VDD Reports Deadline Extension Letter, which amended the Infrastructure SPA in relation to the requirement of the Sellers to deliver the VDD Reports to the Buyer. On June 10, 2021, the Sellers and the Buyer entered into the Project Apollo – Share Purchase Agreement Letter, which, among other things, (i) amended the Infrastructure SPA in relation to termination rights in favor of the Buyer, (ii) added additional conditions to the completion of the Infrastructure Sale and (iii) provided that the Sellers shall pay the Buyer a break-up fee in certain circumstances.

In connection with entering into the RSA, on September 1, 2021, the Sellers and the Buyer entered into that certain Project Apollo – Share Purchase Agreement Letter (the “SPA Letter Amendment”), which includes amendments to the Infrastructure SPA and a conformed version of the Infrastructure SPA reflecting such amendments. The SPA Letter Amendment, among other things, (i) removes the requirement of the Company to deliver audited financial statements of the Company for the fiscal year ended December 31, 2020 prior to the completion of the Infrastructure Sale; (ii) provides that (1) the purchase price under the Infrastructure SPA shall be reduced by the U.S. dollar equivalent of €20 million and (2) payment of the U.S. dollar equivalent of €70 million of the purchase price shall be deferred and paid by the Buyer after the effective date of a plan of reorganization meeting certain conditions (the “Deferred Consideration”); (iii) amends certain provisions relating to working capital adjustment mechanism under the SPA (including providing that there will not be an estimated working capital adjustment at completion); (iv) amends certain provisions relating to the treatment of cross-perimeter balances arising between the Sellers’ Group and the Group Companies; and (v) introduces provisions to address the treatment of any historic trade payables and receivables not transferred as part of the corporate reorganization contemplated in connection with the Sale Transaction (the “Reorganization”), the completion and the Infrastructure Sale Proceeds Paydown. In addition, in connection with the SPA Letter Amendment the Sellers and the Buyer have agreed the German Tax Condition (as defined in the Infrastructure SPA) will be treated as satisfied.

The foregoing description of the SPA Letter Amendment is not complete and is qualified in its entirety by the terms and provisions of the SPA Letter Amendment, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Item 2.02. Results of Operation and Financial Condition.

To the extent applicable, the disclosures in Item 7.01 below and Exhibit 99.2 attached hereto are incorporated herein by reference.

This Item 2.02 and Exhibit 99.2 hereto are being furnished and shall not be deemed “filed” for any purpose. This Item 2.02 and Exhibit 99.2 hereto shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this Item 2.02 in such filing.

Item 7.01 Regulation FD Disclosure.

Press Release

On September 2, 2021, GTT issued a press release announcing the signing of the RSA. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

Cleansing Information

Beginning on March 4, 2021, the Company engaged in confidential discussions and negotiations under separate Confidentiality Agreements (the “NDAs”) with (i) certain holders (the “Ad Hoc Noteholder Group”) of the Notes issued under the Indenture and (ii) certain term loan Lenders under the Credit Agreement and PTL Lenders under the Priming Facility Credit Agreement (the “Ad Hoc Lender Group”) (I) to seek the consent of (A) Noteholders holding at least a majority of the outstanding aggregate principal amount of the Notes, to provide further forbearances from exercising remedies in respect of certain defaults and events of default under the Indenture, (B) Lenders holding at least (1) a majority of the outstanding loans and revolving commitments under the Credit Agreement and (2) a majority of the revolving commitments under the Credit Agreement, to provide further forbearances from exercising remedies in respect of certain defaults and events of default under the Credit Agreement and (C) PTL Lenders holding a majority of the loans and commitments under the Priming Facility Credit Agreement, to provide extensions of certain deadlines under the Priming Facility Credit Agreement and (II) regarding a potential transaction involving the Company’s debt instruments and debt and equity securities with the Company. Discussions and negotiations with the Ad Hoc Noteholder Group and Ad Hoc Lender Group have been substantially completed as described above in Item 1.01. Pursuant to the NDAs, the Company provided the Ad Hoc Noteholder Group and the Ad Hoc Lender Group access to certain information and agreed to publicly disclose certain information (the “Cleansing Information”) upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Information is being furnished as Exhibit 99.2 and is incorporated by reference into this Item 7.01.

The Cleansing Information was prepared solely to facilitate a discussion with the parties to the NDAs and was not prepared with a view toward public disclosure and the Cleansing Information should not be relied upon to make an investment decision with respect to the Company. The Cleansing Information should not be regarded as an indication that the Company or any third party considers the Cleansing Information to be material non-public information or a reliable prediction of future events, and the Cleansing Information should not be relied upon as such. The Cleansing Information includes certain values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Information or undertakes any obligation to update the Cleansing Information to reflect circumstances existing after the date when the Cleansing Information was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Information become or are shown to be incorrect.

As announced on December 22, 2020, in connection with the Company’s previously disclosed review of certain accounting issues (the “Review”), the Board concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2019, 2018 and 2017, each of the quarters during the years ended December 31, 2019 and 2018 and the quarter ended March 31, 2020 (the “Non-Reliance Periods”) should no longer be relied upon as a result of errors discovered related to the accounting for Cost of Telecommunications Services, bad debt expense and credits to be issued to customers. The Board also determined that the Company’s disclosures related to such financial statements and related communications issued by or on behalf of the Company with respect to the Non-Reliance Periods, including management’s assessment of internal control over financial reporting and evaluation of disclosure controls and procedures, should no longer be relied upon. Historical financial information in the Cleansing Information is based on the Company’s previously reported results, and the findings of the Company’s ongoing Review may have a significant impact on certain of the financial measures included in the Cleansing Information.

The Cleansing Information includes preliminary financial information that reflects the Company’s management’s estimates based solely on information available as of the date the Cleansing Information was prepared. The preliminary financial information presented in the Cleansing Information is not a comprehensive statement of the Company’s financial results for the periods presented. In addition, the preliminary financial information presented in the Cleansing Information has

not been audited, reviewed or compiled by the Company’s independent registered public accounting firm. The preliminary financial information presented in the Cleansing Information is subject to the completion of the Company’s ongoing Review and financial closing procedures. The Company’s actual results for the three months ended June 30, 2020 and September 30, 2020, the year ended December 31, 2020, and the three months ended March 31, 2021 and June 30, 2021 are not available and may differ materially from the preliminary financial information included in the Cleansing Information. Therefore, undue reliance should not be placed upon this preliminary financial information. For instance, during the course of the completion of the Company’s ongoing Review and preparation of the Company’s financial statements and related notes, additional items that would require material adjustments to be made to the preliminary estimated financial information presented in the Cleansing Information may be identified. There can be no assurance that these estimates will be realized, and these estimates are subject to risks and uncertainties, many of which are not within the Company’s control.

The foregoing description of the Cleansing Information is not complete and is qualified in its entirety by reference to the complete presentations of the Cleansing Information, a copy of which is filed herewith as Exhibit 99.2 hereto and is incorporated herein by reference.

Financial Statements Update

As reported by the Company in its prior filings with the SEC, the Company has been unable to file on a timely basis the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q and the Q2 2021 Form 10-Q. In addition, as further described in the Company’s Current Report on Form 8-K filed on December 22, 2020, in connection with the Review, the Board concluded that the Company’s previously issued consolidated financial statements for the Non-Reliance Periods and certain related disclosures should no longer be relied upon. The Company is preparing restated financial statements relating to the Non-Reliance Periods (the “Restated Financial Statements”), which Restated Financial Statements will be needed to produce the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q and the Q2 2021 Form 10-Q.

The Company does not expect to be able to file the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q or the Q2 2021 Form 10-Q by the Petition Date, and the Company is unable to predict a specific filing date for the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q or the Q2 2021 Form 10-Q at this time. The Company has been and intends to continue working diligently to file the Restated Financial Statements, the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q and the Q2 2021 Form 10-Q with the SEC as soon as possible.

This Item 7.01 and Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for any purpose. This Item 7.01 and Exhibits 99.1 and 99.2 hereto shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to this Item 7.01 in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The above statements regarding the Restructuring, the Plan, the consummation of the Infrastructure Sale, the Spruce House Transfer, the possibility of Lenders and Noteholders exercising rights and remedies with respect to defaults and events of default, the Review and the anticipated timing of filing the Restated Financial Statements, the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q and the Q2 2021 Form 10-Q constitute forward-looking statements that are based on the Company’s current expectations.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, the effects on the Company’s business and clients of general economic and financial market conditions, as well as the following: (i) the Company has failed or may fail to satisfy certain covenants relating to financial statement delivery obligations and representations regarding the Company’s financial statements contained in the Indenture, the Credit Agreement and the Priming Facility Credit Agreement, which have resulted or may result in events of default, and if the Company’s forbearance agreements with creditors terminate and/or the Company is unable to obtain further agreements from creditors with respect to forbearing from exercising remedies or amendments or waivers, as applicable, the Notes and the Company’s obligations under the Credit Agreement and the Priming Facility Credit Agreement may be accelerated and result in the Company being unable to satisfy its obligations thereunder; (ii) the Company has announced that its previously issued financial statements for the Non-Reliance Periods and related disclosures and communications should no longer be relied upon as a result of preliminary findings of the Company’s ongoing Review; the Company is continuing to finalize its quantification of the impact of errors identified by the Review on financial results for the Non-Reliance Periods and the impact may be materially different than previously disclosed estimates; (iii) the completion of the

Review and the completion and filing of the Restated Financial Statements, the Q2 2020 Form 10-Q, the Q3 2020 Form 10-Q, the 2020 Form 10-K, the Q1 2021 Form 10-Q or the Q2 2021 Form 10-Q and any subsequent delayed periodic SEC filings may take longer than expected as a result of the timing or findings of the Review or the Company’s independent registered public accounting firm’s review process; (iv) the conditions to access funding under the Priming Facility Credit Agreement may not be satisfied and the Company may be unable to access such funding, and existing cash balances and funds generated from operations may not be sufficient to finance the Company’s operations and meet its cash requirements; (v) the Company is subject to risks associated with the actions of network providers and a concentrated number of vendors and clients; (vi) the Company could be subject to cyber-attacks and other security breaches; (vii) the Company’s network could suffer serious disruption if certain locations experience damage or as the Company adds features and updates its network; (viii) the Company is subject to risks associated with purchase commitments to vendors for longer terms or in excess of the volumes committed by the Company’s underlying clients, or sales commitments to clients that extend beyond the Company’s commitments from its underlying suppliers; (ix) the Company may be unable to establish and maintain peering relationships with other providers or agreements with carrier neutral data center operators; (x) the Company’s business, results of operation and financial condition are subject to the impacts of the COVID-19 pandemic and related market and economic conditions; (xi) the Company may be affected by information systems that do not perform as expected or by consolidation, competition, regulation or a downturn in the Company’s industry; (xii) the Company may be liable for the material that content providers distribute over its network; (xiii) the Company has generated net losses historically and may continue to do so; (xiv) the Company may fail to successfully integrate any future acquisitions or to efficiently manage its growth; (xv) the Company may be unable to retain or hire key employees; (xvi) the Company recently announced management changes; (xvii) the Company is subject to risks relating to the international operations of its business; (xviii) the Company may be affected by tax assessments, unfavorable tax audit outcomes, delayed tax filings and future increased levels of taxation; (xix) the Company has substantial indebtedness, which could prevent it from fulfilling its obligations under its debt agreements or subject the Company to interest rate risk; (xx) the Company may be unable to obtain from the Lenders or the holders of Notes the further forbearances, waivers, consents, releases or other agreements that may be necessary to prevent a default under the Credit Agreement, the Priming Facility Credit Agreement or the Indenture that may be necessary to satisfy the conditions to the closing of the Infrastructure Sale, either on terms acceptable to the Company or at all, in which case the Infrastructure SPA may terminate unless the Buyer provides a waiver; (xxi) the Company may not be able to obtain the consent of certain parties to contracts with the Sellers and their subsidiaries that will be necessary to fully implement the Infrastructure Sale or the Reorganization, on terms acceptable to the Company or at all; (xxii) the potential failure to satisfy, or obtain waivers of, other closing conditions under the Infrastructure SPA, which may result in the Infrastructure Sale not being consummated; (xxiii) the potential failure of the Company to realize anticipated benefits of the Infrastructure Sale; (xxiv) risks from relying on the Buyer for various critical transaction services and network services for an extended period under the transition services agreement and the master services agreement contemplated by the Infrastructure SPA; (xxv) the potential impact of announcement or consummation of the Reorganization and the Infrastructure Sale on relationships with third parties, including customers, employees and competitors; (xxvi) the ability to attract new customers and retain existing customers in the manner anticipated; (xxvii) the Company has announced that it expects to report material weaknesses in internal control over financial reporting and its internal control over financial reporting may have further weaknesses of which the Company is not currently aware or which have not been detected; (xxviii) the RSA may be terminated by certain of its parties if specified milestones are not achieved, amended or waived, including obtaining signatures of additional parties, or if certain other events occur; and (xxix) the risks and uncertainties relating to the contemplated Chapter 11 Cases, including but not limited to, the Company’s ability to obtain approval of the Bankruptcy Court with respect to motions, the effects of the Chapter 11 Cases on the Company and on the interests of various constituencies, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, regulatory approvals required during the pendency of the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs in connection with the Chapter 11 Cases. The foregoing list of factors is not exhaustive. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements. For a discussion of a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s annual and quarterly reports filed with the SEC, including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which have been filed with the SEC and are available on the Company’s website (www.gtt.net) and on the SEC’s website (www.sec.gov).


Item 9.01.			Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:


Number						Exhibit

2.1						SPA Letter Amendment, dated as of September 1, 2021, by and among GTT Communications, Inc., GTT Holdings Limited, Global Telecom and Technology Holdings Ireland Limited, Hibernia NGS Limited, GTT Americas, LLC and Cube Telecom Europe Bidco Limited.
10.1						Restructuring Support Agreement, dated as of September 1, 2021, by and among GTT Communications, Inc., certain of its subsidiaries and the consenting stakeholders parties thereto.
10.2						Stock Transfer Agreement, dated as of September 1, 2021, by and between GTT Communications, Inc. and The Spruce House Partnership, LLC.
10.3						Seventh PTL Amendment, dated as of September 1, 2021, by and among GTT Communications, Inc., GTT Communications B.V., the lenders party thereto and Delaware Trust Company, as administrative agent.
10.4						A&R Second Notes Forbearance Agreement, dated as of September 1, 2021, by and among GTT Communications, Inc., the guarantors party thereto and each of the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of Notes party thereto.
10.5						Fifth Lender Forbearance Agreement and Consent, dated as of September 1, 2021, by and among GTT Communications, Inc., GTT Communications B.V., each other Credit Party thereto, the lenders party thereto and KeyBank National Association, as administrative agent.
99.1						Press Release, dated September 2, 2021.
99.2						Cleansing Information
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

September 2, 2021

GTT Communications, Inc.

By:

/s/ Donna Granato

Donna Granato

Interim Chief Financial Officer


From:	Cube Telecom Europe Bidco Limited 1 Bartholomew Lane London, EC2N 2AX United Kingdom (the “Buyer”)
To:	GTT Communications Inc 7900 Tysons One Place Suite 1450 McLean, VA 22102 (the “Principal Seller”)	GTT Holdings Limited 125 Old Broad Street London, EC2N 1AR United Kingdom (“GTT Holdings”)
	Global Telecom and Technology Holdings Ireland Limited The Exchange, George’s Dock I.F.S.C. Dublin, 1 D01 P2V6 (“GTT Holdings Ireland”)	Hibernia NGS Limited The Exchange, George’s Dock, IFSC Dublin 1 D01 P2V6 (“NGS Limited”)
	GTT Americas LLC 7900 Tysons One Place Suite 1450 McLean, VA 22102 ("GTT Americas")

1 September 2021

Dear Sirs

Project Apollo – Share Purchase Agreement

1.We refer to:

(a)the share purchase agreement entered into between the Principal Seller, GTT Holdings Ireland, GTT Holdings, NGS Limited and GTT Americas (together, the “Sellers”) and the Buyer dated 16 October 2020 and as amended on 22 October 2020, on 31 December 2020 and on 10 June 2021 (the “SPA”), pursuant to which the Sellers agreed to sell to the Buyer, and the Buyer agreed to purchase from the Sellers, the Shares (as defined therein);

(b)a waiver letter entered into between the Principal Seller, GTT Holdings Ireland, GTT Holdings, NGS Limited and the Buyer dated 31 December 2020 pursuant to which the Buyer agreed to waive its termination right under the SPA solely in respect of an Insolvency Event arising as a result of the Litigation Matters (as defined therein) (the “Russian Litigation Waiver Letter”);

(c)an amendment letter entered into between the Sellers and the Buyer dated 31 December 2020 pursuant to which the parties agreed, among other things, certain

amendments to the pre-Completion structure contemplated under the SPA (the “Reorganisation Amendment Letter”); and

(d)an amendment letter entered into between the Sellers and the Buyer dated 15 February 2021 pursuant to which the parties agreed, among other things, to extend the KPMG VDD Reports Deadline (the “KPMG VDD Reports Extension Letter”).

2.Unless otherwise defined herein, the capitalised terms used in this letter shall have the same meaning given in the SPA.

3.Having regard to clause 4.4(f) of the SPA, the parties agree to treat clause 4.19(a) of the German Tax Condition in the SPA as if satisfied and to proceed to Completion in accordance with the terms and conditions of the SPA on that basis. Following Completion the Sellers shall use reasonable endeavours to obtain (and the Sellers shall be responsible for all costs and expenses in connection therewith) as soon as reasonably practicable a legally binding written confirmation from each of the excess layer insurers under limbs (b) to (e) (inclusive) of the Sellers’ Tax Insurance Policies (and excluding, for the avoidance of doubt, any confirmation in respect of the financial interest coverage insurance policy with policy number 15.538.845 provided by Zurich Insurance Company Ltd) that a valid and subsisting claim has been commenced under each of the relevant Sellers’ Tax Insurance Policies within the relevant policy period.

4.Having regard to clause 6.2, 7.11 and 7.12 of the SPA the parties hereby acknowledge and agree that:

(a)Contract Authorisation has not been obtained from the Material Customers (whose InfraCo Contract is a Key Contract) listed in Schedule 6 Part A to this letter (the “Relevant Material Customers”); and

(b)Contract Authorisation has not been obtained from the customers (whose RemainCo Customer Contract is a Key Contract) listed in Schedule 6 Part B to this letter (“Relevant RemainCo Customers”).

5.The Buyer and the Sellers each acknowledge and agree that the fact that the Sellers have not yet obtained Contract Authorisations from the Relevant Material Customers and Relevant RemainCo Customers pursuant to the requirements of clause 7.11(b) and 7.12 of the SPA shall not in and of itself prevent the Parties from proceeding to Completion in accordance with the terms and conditions of the SPA or require the Sellers to obtain such Contract Authorisations for the purposes of Completion, provided that this acknowledgement shall be without prejudice to the other terms and conditions of the SPA, including for the avoidance of doubt the Sellers’ ongoing obligation to implement and complete the Reorganisation in accordance with the terms of the SPA (including in accordance with the Sellers’ obligations pursuant to clause 7.14 of the SPA and schedule 11 to the SPA).

6.The parties further acknowledge and agree that the Intra-group Debt (including any Intra-Group Financing Payables and Intra-Group Financing Receivables) existing prior to Completion will not be repaid and/or terminated prior to Completion as part of the Reorganisation but instead will be addressed through the provisions of the SPA (including the provisions of clause 3 of the SPA as amended pursuant to the terms of this letter) and as such the repayment, settlement and/or termination of the Intra-Group Financing Payables and Intra-Group Financing Receivables will not form part of the Reorganisation. The parties further

acknowledge that, following Completion, certain intercompany balances will remain outstanding between Group Companies.

7.Having regard to clause 22 of the SPA, the Buyer and the Sellers have agreed:

(a)a number of amendments to the SPA as shown in Schedule 1 to this letter (the “SPA Amendments”);

(b)that the conformed copy of the SPA which reflects the SPA Amendments, as attached in Schedule 2 to this letter, shall be the final agreement between the parties (subject to any variation which may subsequently be agreed between the parties in accordance with clause 22 of the SPA); and

(c)the SPA shall be interpreted in accordance with the conformed copy of the SPA and this letter and without prejudice to:

(i)paragraph 11 of the Russian Litigation Waiver Letter, as attached in Schedule 3 to this letter;

(ii)paragraphs 3(a) to 3(e) (inclusive) of the Reorganisation Amendment Letter, as attached in Schedule 4 to this letter; and

(iii)the KPMG VDD Reports Extension Letter, as attached in Schedule 5 to this letter,

such provisions remaining in full force and effect.

8.In the event that Completion occurs prior to any of the Sellers and/or any member(s) of the Sellers’ Group filing a Chapter 11 Case, the Sellers hereby agree not to (and to cause the members of the Sellers’ Group not to) file a Chapter 11 Case until at least one (1) Business Day after the Completion Date and the Discharge from Financial Indebtedness, Guarantees and Encumbrances contemplated by clause 6.7 of the SPA.

9.The Buyer and the Sellers acknowledge and agree that the Principal Seller shall be included as a contracting party in each of the GTT MSA, GTT TSA, InfraCo TSA and InfraCo MSA to be entered into on or prior to Completion with joint and several liability for each member of the Sellers’ Group’s obligations thereunder.

10.This letter may be executed in any number of counterparts and execution by each of the parties of any one such counterpart will constitute execution of this letter.

11.The provisions of clauses 13 (Confidentiality), 19 (Assignment), 22 (Variations and Waivers), 23 (Severance), 24 (Remedies), 25 (Joint and Several Liability of Sellers), 26 (Entire Agreement), 28 (Third Party Rights), 29 (Notices), 32 (Counterparts), 33 (Governing Language) and 34 (Governing Law and Jurisdiction) of the SPA shall be incorporated into this letter as if set out in full in this letter.

12.This letter shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the courts of England.

Schedule 2

Conformed copy of the SPA


Dated [2021]
THE SELLERS and THE BUYER SALE AND PURCHASE AGREEMENT relating to The Target Companies and the InfraCo Business

TABLE OF CONTENTS

Page


1	Definitions and Interpretation	5
2	Sale and Purchase of Shares	36
3	Consideration	37
4	Conditions	42
5	Termination	52
6	Pre-Completion Obligations	55
7	Completion	62
8	Sellers’ Warranties and Indemnity	67
9	Buyer Warranties and Undertakings	69
10	Corporate Guarantees	70
11	Restrictive Covenants	72
12	Announcements	73
13	Confidentiality	73
14	Post-Completion Arrangements	75
15	Employees	77
16	Tax Filings and Elections	78
17	Tax	80
18	Sellers’ Representative	80
19	Assignment	80
20	Costs and Expenses	81
21	Payments and No Set-Off	82
22	Variations and Waivers	82
23	Severance	83
24	Remedies	83
25	Joint and Several Liability of Sellers	83
26	Entire Agreement	83
27	Further Assurance	84
28	Third Party Rights	84
29	Notices	84
30	Process Agents	86
31	Inconsistency	86
32	Counterparts	86
33	Governing Language	86
34	Governing Law and Jurisdiction	87
SCHEDULE 1 The Shares and Form of Purchase Price Allocation		88
SCHEDULE 2 Group Companies		89
	Part 1: The Target Companies	89
	Part 2: The Subsidiaries	94
SCHEDULE 3 Establishment of the Consideration		116
	Part 1: Completion Statements	116
	Part 2: Completion Statements Accounting Policies	117
SCHEDULE 4 Completion Obligations		128
	Part 1: Obligations of the Sellers	128
	Part 2: Obligations of the Buyer	131
SCHEDULE 5 Warranties		132


	Part 1: Title Warranties	132
	Part 2: Business Warranties	133
	Part 3: Tax Warranties	145
	Part 4: Buyer Warranties	147
SCHEDULE 6 Limitations on Claims and Separation Claims		148
	Part 1: Limitations on Claims	148
	Part 2: Limitations on Separation Claims	156
SCHEDULE 7 Properties		162
	Part 1: Owned Properties or Greater than 100-year Lease	162
	Part 2: Material Apollo Leased Properties (Lease Liability Greater than $1M)	163
	Part 3: Apollo Leased Properties (Lease Liability less than $1M)	166
SCHEDULE 8 Material Customers and Material Suppliers		167
	Part 1: Material Customers	167
	Part 2: Material Suppliers	168
SCHEDULE 9 Pre-Completion Conduct of Business		169
SCHEDULE 10 The InfraCo Business and RemainCo Business		174
	Part 1: The InfraCo Business	174
	Part 2: The InfraCo Assets	174
	Part 3: The RemainCo Assets	176
	Part 4: The InfraCo Liabilities	177
	Part 5: The RemainCo Liabilities	178
	Part 7: Separation Asset Lists	179
SCHEDULE 11 Contracts, Claims and Licences		181
SCHEDULE 12 InfraCo Liabilities and RemainCo Liabilities		197
SCHEDULE 13 Reorganisation		199
SCHEDULE 14 Transitional Services		208
SCHEDULE 15 Names		209
SCHEDULE 16 Employees		212
	Part A: List of InfraCo Employees	212
	Part B: InfraCo Employees	224
	Part C: InfraCo Group Company Employees incorrectly transferring	226
	Part D: RemainCo Employees	227
SCHEDULE 17 Property Separation		228
SCHEDULE 18 Wrong Pockets		236
SCHEDULE 19 Identified RemainCo Security		238
SCHEDULE 20 Tax Covenant		239
SCHEDULE 21 Filings and rectification actions		248
SCHEDULE 22 Escrow		252
SCHEDULE 23 SET-OFF PROVISIONS		255
SCHEDULE 24 EARN-OUT		256
SCHEDULE 25 LETTERS OF CREDIT		260
SCHEDULE 26 FORM OF RELEASE		261
SCHEDULE 27 NON-TRANSFERRING TRADE PAYABLES AND RECEIVABLES		262
	SIGNATURES	265

Documents in the agreed form:

1.Announcement

2.Disclosure Letter

3.Completion Disclosure Letter

4.Data Room Documents index

5.InfraCo TSA

6.InfraCo MSA

7.GTT MSA

8.GTT TSA

9.Equity Commitment Letter

10.Material Reorganisation Documents

11.Licence Agreement

THIS AGREEMENT is made on ________________ 2020

BETWEEN:

(1) GLOBAL TELECOM AND TECHNOLOGY HOLDINGS IRELAND LIMITED, a company incorporated in the Republic of Ireland with registered number 671202 and whose registered office is at The Exchange, George’s Dock I.F.S.C. Dublin 1 D01 P2V6 (“GTT Holdings Ireland”);

(2) HIBERNIA NGS LIMITED, a company incorporated in the Republic of Ireland with registered number 528814 and whose registered office is at The Exchange, George’s Dock, IFSC, Dublin 1 (“NGS Limited”);

(3) GTT HOLDINGS LIMITED, a company incorporated in England and Wales with registered number 11273370 and whose registered office is at 125 Old Broad Street, London, United Kingdom EC2N 1AR (“GTT Holdings”);

(4) GTT AMERICAS LLC, a company incorporated in Delaware, USA, with registered number 5921085 and whose registered office is at 7900 Tysons One Place Suite 1450 McLean, VA 22102 ("GTT Americas");

(5) GTT COMMUNICATIONS INC., a company incorporated in Delaware, USA, with registered number 3903078 and whose registered office is at 7900 Tysons One Place Suite 1450 McLean, VA 22102 (the “Principal Seller”);

(GTT Holdings Ireland, NGS Limited, GTT Holdings, GTT Americas and the Principal Seller each being a Seller and together the “Sellers”); and

(6) CUBE TELECOM EUROPE BIDCO LIMITED, a company incorporated in England and Wales with registered number 12936974 and whose registered office is at 6 Chesterfield Gardens, Mayfair, London, W1J 5BQ (the “Buyer”).

RECITALS:

The Sellers have agreed to sell to the Buyer and the Buyer has agreed to purchase the Shares for the Consideration and otherwise in the manner and on and subject to the terms of this Agreement.

OPERATIVE PROVISIONS:

1.DEFINITIONS AND INTERPRETATION

1.1In this Agreement, unless the context requires otherwise, the capitalised terms set out below have the following meanings:

“Acceptable PSA” means a plan support agreement or RSA among certain members of the Sellers’ Group and some or all of the RSA Lender Parties (without a requirement for any specific percentage of holders) that supports approval of the sale of the Shares to the Buyer as contemplated in this Agreement and the related Transaction Documents through entry of an Acceptable Sale Order, and such Acceptable PSA shall (1) be on terms consistent with those terms set forth in the Sale Condition, and (2) provide for payment of the Buyer’s Restructuring Expenses and/or the Break-Up Fee in accordance with clause 4.25(b) of this Agreement, provided that no provision of a Acceptable PSA shall materially or adversely impact or impair the ability of the Sellers to consummate the Transaction, or otherwise materially or adversely impact or impair the legal, economic, or other rights of the Buyer or the Buyer’s Group set forth in this Agreement or any Transaction Documents;

“Acceptable RSA” has the meaning given to it in clause 4.4(h);

“Acceptable Sale Motion” has the meaning given to it in clause 4.4(g)(ii)(A);

“Acceptable Sale Order” has the meaning given to it in clause 4.4(g)(ii)(C);

“Acceptance Criteria” means the acceptance criteria specified in the IT Separation Steps Plan;

“Acceptance Principle” means that the CMD Milestone or the Future System Milestone (as applicable) must: (a) be at least capable of providing equivalent functionality and performance as CMD provided in the twelve (12) calendar months immediately prior to the date of this Agreement, including speed, capacity, availability, code quality, security, incidents and events, defects, user access and other performance metrics; and (b) be capable of use by the Group to ensure compliance with legal and regulatory requirements that apply to the InfraCo Business in an equivalent manner and to the same extent as CMD was capable of ensuring compliance in the twelve (12) calendar months immediately prior to the date of this Agreement;

“Accounting Standards” means generally accepted accounting principles in the US;

“Accounts” means the carve-out balance sheet allocating each balance sheet line item therein to the InfraCo Business (referred to therein as “Apollo”) or the RemainCo Business (referred to therein as “RemainCo”) as at the Accounts Date and the carve-out profit and loss summary for the year ended on the Accounts Date, a copy of which is appended to the Disclosure Letter, provided that, for the purposes of Schedule 3 only, the “Accounts” shall mean the carve-out balance sheet allocating each balance sheet line item therein to the InfraCo Business (referred to therein as “Apollo”) or the RemainCo Business (referred to therein as “RemainCo”) as at the Accounts Date as set out on page 5 of the KPMG ‘Vendor Due Diligence Report, Volume 3 - carve out balance sheet, dated 24 February 2021’ and the carve-out profit and loss summary for the year ended on the Accounts Date set out on page 14 of the KPMG ‘Vendor due diligence report, Volume 1a - financial due diligence, dated 31 January 2021’ and described as “Summary P&L, FY19 Mgmnt”;

“Accounts Date” means 31 December 2019;

“Act” means the Companies Act 2006;

“Actual Tax Liability” means a liability to make a payment of, or in respect of or on account of, Tax whether or not such liability is a primary liability of a Group Company and whether or not the person so liable has or may have any right of indemnity or reimbursement against any other person;

“Additional Assets” means those assets which the Principal Seller and the Buyer agree shall be Additional Assets under the InfraCo MSA, at the date of this Agreement expected to comprise certain assets located in Australia, Brazil and Russia;

“Affiliate” means in relation to any person or body corporate, a person or body corporate that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person or body corporate but, in the case of the Buyer, shall exclude any portfolio companies of funds managed or advised by I Squared Capital Advisers (US) LLC or its successors (aside from, following Completion, each Group Company);

“Agreed Intercompany Exchange Rate” means, with respect to the applicable currency of each Estimated Intra-Group Financing Payable or Estimated Intra-Group Financing Receivable (as applicable), the applicable Exchange Rate as at the last reasonably practicable date before delivery of the Intercompany Debt Schedule for a conversion from such currency into USD;

“Agreed Officer” means the employees, officers and/or directors of the Sellers’ Group agreed and identified between the parties in writing on or prior to the date of this Agreement;

“Aggregate Base Purchase Price” means the sum of the Base Purchase Prices for the Relevant Shares, equal to USD 2,020,000,000 less an amount in USD equal to EUR 20,000,000 and converted into USD by reference to the Exchange Rate on the date falling ten (10) Business Days prior to Completion;

this “Agreement” means this sale and purchase agreement, including the introduction and the Schedules, as amended or restated from time to time;

“Allocation Notice” has the meaning given to it in clause 3.5(b);

“Alma Matter” means those arrangements referred to on pages 12, 35, 39, 110 and 111 of the Tax VDD Report (insofar as expressed to relate to “Project Alma”);

“Announcement” means the announcement in the agreed form relating to the Transaction;

“Auction NDA” any non-disclosure agreements entered into between any member of the Sellers’ Group and any third party potential purchaser of the InfraCo Business with whom the Sellers’ Group entered into an exclusivity arrangement;

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended);

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York, or any other court of competent jurisdiction where the Chapter 11 Cases are filed;

“Base Purchase Price” means the base purchase price for the Relevant Shares as set out in column 3 of Schedule 1;

“Basis of Presentation” means the basis of presentation as contained in the Information Memorandum in relation to the InfraCo Business prepared in connection with the Transaction;

“Billing Dependencies” means timely access to such systems and information of the Sellers’ Group or such data and information, in each case, as are necessary to enable the Buyer or the Group Companies to issue invoices and/or collect payment from the counterparty/ies to a Transferring RemainCo Contract or a Shared InfraCo Contract, in accordance with the billing cycle for that counterparty as specified in the relevant Customer Contract;

“Break-Up Fee” means an amount equal to three percent (3%) of the Aggregate Base Purchase Price;

“Business Day” means a day other than a Saturday, Sunday or public holiday in London, UK, Dublin, Ireland, Melbourne, Australia or State of Virginia, US;

“Business Warranties” means the statements set out in Part 2 and Part 3 of Schedule 5, and each a “Business Warranty”;

“Business Warranty Claim” means any claim made by or on behalf of the Buyer for a breach of a Business Warranty;

“Buyer Warranties” means the statements set out in Part 4 of Schedule 5;

“Buyer” has the meaning given to it in the Introduction;

“Buyer Financing Documents” means the irrevocable financing documents that may be entered into by the Buyer (or a member of the Buyer’s Group) and a third party lender, with the view to financing the relevant amounts payable under this Agreement;

“Buyer’s Advisors” means: (a) Kirkland & Ellis LLP; (b) Linklaters LLP; (c) Morgan Stanley; (d) Latham & Watkins LLP; and (e) KPMG LLP;

“Buyer’s Group” means the Buyer and its Affiliates from time to time, including, after Completion, each Group Company, but shall exclude any portfolio companies of funds managed and/or advised by I Squared Capital Advisors (US) LLC or its successors (aside from, following Completion, each Group Company);

“Buyer’s Restructuring Expenses” means all reasonable and documented out-of-pocket restructuring-related fees, costs and expenses, including without limitation all out-of-pocket fees, costs and expenses arising from, related to, or in connection with advice and/or analysis in relation to the financial position of the Sellers’ Group and its potential restructuring and/or insolvency arrangements, the related amendment and restatement of this Agreement (and the negotiation of all related agreements), the Sellers’ and/or any member(s) of the Sellers’ Group’s in- or out-of-court restructuring efforts, formulation of and entry into an Acceptable RSA, an Acceptable PSA, participation in the Chapter 11 Cases, or any other motions, orders, exhibits, schedules, or other documents negotiated, filed, or approved by the Bankruptcy Court in connection with the Sellers’ and/or any member(s) of the Sellers’ Group’s prosecution of their Chapter 11 Cases, including without limitation a sale motion and an Acceptable Sale Order, in each case incurred by the Buyer, the Buyer’s Group and/or the Group Companies and their respective advisors (including any legal counsel, investment bankers, financial advisors, accountants, consultants and other advisors), and other professional fees, to the extent incurred on or after 1 October 2020, and for the avoidance of doubt (i) such Buyer’s Restructuring Expenses shall specifically include (without limitation) the out-of-pocket fees, costs and expenses of the Buyer’s Advisors to the extent related to the foreging and incurred on or after 1 October 2020 and (ii) the Buyer’s Restructuring Expenses shall in no event exceed and shall not be reimbursable hereunder in any amount in excess of $5,000,000;

“Buyer’s Solicitors” means Linklaters LLP of One Silk Street, London, E2CY 8HQ;

“Buy-side Reports” means any due diligence report relating to the InfraCo Business prepared for the benefit of the Buyer or its Affiliates in connection with the Transaction;

“Capital Markets Debt” means (a) indebtedness for borrowed money, (b) notes, bonds, debentures and/or similar instruments and/or (c) Guarantees in respect of any of the foregoing, in each case, incurred after the date of this Agreement and however incurred, including, without limitation, through exchange transactions;

“Cash Amount” means the aggregate amount of all cash (by reference to nominal ledgers reconciled to bank statements) and cash equivalents (including all interest accrued thereon, cash in hand, cash in transit marketable securities, any Intra-Group Financing Receivables in the Group Companies but in each case excluding any cash held by or on behalf of any Group Companies in restricted accounts (including escrow accounts), calculated in accordance with the policies and procedures set out in Schedule 3 and comprising the line items identified in the column headed “Cash” in Part C of Part 2 of Schedule 3 (excluding any items included in the Debt Amount and the Working Capital);

“Cash Statement” means a statement of the Cash Amount of the Target Companies to be provided by the Buyer to the Sellers in accordance with Schedule 3;

“Chapter 11 Cases” means any reorganization case or collective group of cases filed by or against any of the Sellers and/or any member(s) of the Sellers’ Group or their Affiliates under chapter 11 of the Bankruptcy Code or that is filed under a different chapter of the Bankruptcy Code and subsequently converted to chapter 11 of the Bankruptcy Code;

“Chapter 11 Conditions” has the meaning given to it in clause 4.4(g);

“Claim” means any claim made by or on behalf of the Buyer for a breach of this Agreement, including but not limited to a Warranty Claim but excluding (i) Tax Covenant Claims, (ii) Reorganisation Indemnity Claims, (iii) Separation Claims and (iv) Restructuring Claims;

“CMA” means the UK Competition and Markets Authority;

“CMD” means the Sellers’ Group’s order management application;

“CMD Milestone” means:

(a)a separate logical and/or physical instance (where applicable) of the: (i) CMD; and (ii) Oracle Financials (ERP); and (iii) any other IT System used by or on behalf of the InfraCo Business in the twelve (12) calendar months immediately prior to the date of this Agreement that is an InfraCo Asset; and

(b)any: (i) data (whether structured or unstructured) relating to the InfraCo Business immediately prior to the date of the Agreement; and (ii) data residing on any system identified in (a);

“CMD Milestone Completion” means the point at which paragraph (a) of the CMD Milestone materially meets the Acceptance Principle;

“Collateralised Cash” means the sum as at the Completion Date of any cash amounts that have been paid to the third party providers of finance or drawn down pursuant to an existing letter of credit identified in Schedule 25 in order to cash collateralise the Letters of Credit issued by such banks;

“COR” means cost of revenue;

“Completion” means completion of the sale and purchase of the Shares in accordance with the terms of clause 7;

“Completion Conditions” means the German Tax Condition, the Competition Conditions and the Regulatory Conditions;

“Completion Date” means the date of Completion;

“Completion Disclosure Letter” means the letter in the agreed form (other than the items to be included in the table at part B headed “Specific Disclosures”) to be executed on the Completion Date including any documents annexed thereto from the Principal Seller to the Buyer in respect of certain facts, matters or circumstances occurring between the date of this Agreement and Completion relating to the Business Warranties (as warranted immediately before the Completion);

“Completion Estimates Statement” has the meaning given to it in clause 3.8;

“Completion Statements” means the Cash Statement, the Debt Statement, the Working Capital Statement and the EBITDA Statement;

“Completion Working Capital” means the Working Capital as at immediately prior to Completion, calculated in accordance with the policies and procedures set out in Schedule 3 and comprising each of the line items identified in the net column headed “Working Capital” in Part C of Part 2 of Schedule 3;

“Completion Time” has the meaning given to it in paragraph 1.5, Part B, Schedule 3;

“Conditions” has the meaning given to it in clause 4.5;

“Confidential Information” has the meaning given to it in clause 13.1;

“Confidentiality Agreement” means the confidentiality agreement between the Principal Seller and I Squared Capital Advisors (UK) LLP dated 28 February 2020;

“Consideration” has the meaning given to it in clause 3.1;

“Contract Authorisation” has the meaning given to it in paragraph 1.3 of Schedule 11 and shall be interpreted in accordance with paragraph 5 of Schedule 11 and, where applicable, it shall be construed as a reference to Express Contract Authorisation in accordance with paragraph 5.2 of Schedule 11;

“Contract” means any binding contract, agreement, instrument, lease, licence or commitment;

“Contract Long Stop Date” means the earlier of:

(a)in respect of any Shared InfraCo Contract, Transferring InfraCo Contract, Shared RemainCo Contract or Transferring RemainCo Contract:

(i)except in the case of a Customer Contract referred to in (ii) below, the date that is two (2) years after the Completion Date; or

(ii)in the case of a Customer Contract that is due to expire, terminate or which may be extended or renewed at a date that is more than two (2) years after the Completion Date, the date on which such Customer Contract is due to expire or terminate or the first date on which it may be extended (whichever is earlier);

(b)the expiration or termination of the relevant Shared InfraCo Contract, Transferring InfraCo Contract, Shared RemainCo Contract or Transferring RemainCo Contract (as applicable); and

(c)in respect of:

(i)any Shared InfraCo Contract or Transferring InfraCo Contract, the date that an arrangement is in place with the counterparty to that Shared InfraCo Contract in accordance with paragraph 3.1 of Schedule 11 or that Transferring InfraCo Contract is assigned or transferred to a Group Company in accordance with paragraph 2.1 of Schedule 11 (as applicable); or

(ii)any Shared RemainCo Contract or Transferring RemainCo Contract, the date that an arrangement is in place with the counterparty to that Shared RemainCo Contract in accordance with paragraph 1.1 of Schedule 11 or that Transferring RemainCo Contract is assigned or transferred to a member of the Sellers’ Group (other than a Group Company) in accordance with paragraph 4.1 of Schedule 11 (as applicable);

“Contract Separation Plan” has the meaning given to it in paragraph 6.1(a) of Schedule 11;

“Corporate Income Tax Assets” means any amount in respect of corporation Tax eligible for recovery from the relevant Taxation Authority, as determined under the Tax laws of the local jurisdiction, and not yet actually received by a Group Company as of the Completion Date, including, for the avoidance of doubt, any Tax Refunds whether such amounts shall be received as cash or set off or otherwise utilised against any Corporate Income Tax Liability, but excluding any deferred Tax assets;

“Corporate Income Tax Liability” means any amount in respect of corporation Tax due and payable to a Taxation Authority, as determined under the Tax laws of the relevant local jurisdiction, and not yet paid by a Group company as at the Completion Date, including, for the avoidance of doubt, any amounts in respect of Tax arising in connection with or as a result of the Reorganisation but excluding any deferred Tax liabilities;

“Credit Agreement”, means the agreement dated as of May 31, 2018, among the Principal Seller, GTT Communications B.V., the lending institutions named therein, KeyBank National Association, as L/C Issuer and as Administrative Agent, and the other financial institutions party thereto, as amended, amended and restated, supplemented, waived or otherwise modified from time to time and all guarantees, security documents and other documentation executed in connection therewith;

“Customer Contract” means:

(a) in respect of a Transferring InfraCo Contract or a Shared RemainCo Contract, a contract under which a member of the Sellers’ Group (other than a Group Company) contracts to provide goods and/or services to the relevant counterparty/ies; and

(b) in respect of a Transferring RemainCo Contract or a Shared InfraCo Contract, a contract under which a Group Company contracts to provide goods and/or services to the relevant counterparty/ies;

“Customer Contract Services” means, in respect of each End Customer (as defined in the GTT TSA), the provision of services in respect of Customer Contracts as described in paragraphs 3.2(c) and 4.3(b) of Schedule 11 of this Agreement;

“D&O Insurance” has the meaning given to it in clause 14.3;

“D&O Tail Policy” has the meaning given to it in clause 14.3;

“Data Protection Legislation” means the applicable data protection legislation and regulations, including the General Data Protection Regulation (Regulation (EU) 2016/679) and any national implementing legislation and regulations;

“Data Room” means the online data room for Project Apollo hosted by Merrill Corporation, access to which has been made available to the Buyer;

“Data Room Documents” means the documents made available to the Buyer and its advisers via the Data Room, an index of which in the agreed form is attached to the Disclosure Letter;

“Debt Amount” means the aggregate amount immediately prior to Completion of all debt (by reference to nominal ledgers reconciled to bank statements) and debt equivalents (including all interest accrued thereon), indebtedness in the nature of borrowing and any Intra-Group Financing Payables in the Group Companies, calculated in accordance with the policies and procedures set out in Schedule 3 comprising each of the line items identified in the net column headed “Net Debt” in Part C of Part 2 Schedule 3 (excluding any items included in the Cash Amount and the Working Capital and including, but not limited to, the liabilities and obligations of any Group Company (whether incurred solely or jointly) under or in relation to any Financial Indebtedness ((including in relation to (a) any Existing Financial Indebtedness; and (b) any additional Financial Indebtedness incurred by any Group Company after the date of this Agreement (to the extent permitted by the terms of this Agreement and including any Capital Markets Debt)), and including any related Financing Costs);

“Debt Statement” means a statement of the Debt Amount of the Target Companies to be provided by the Buyer to the Sellers in accordance with Schedule 3;

“Defaulting Party” has the meaning given to it in clause 7.4;

“Deferred Consideration” means an amount equal to the USD equivalent of of EUR 70,000,000 payable by the Buyer to the Sellers in accordance with clause 3.20, which shall be converted from EUR into USD by reference to the Exchange Rate on the date falling ten (10) Business Days prior to Completion;

“Delayed Pre-Completion Tax Document” has the meaning given to it in clause 16.2;

“Delayed Pre-Completion Tax Return” has the meaning given to it in clause 16.2;

“DIP Condition” has the meaning given to it in clause 4.4(g);

“DIP Financing” has the meaning given to it in clause 4.4(g)(i);

“Discharged” means:

(a) with respect to any Financial Indebtedness or Guarantee of a person, that such person has been concurrently, irrevocably and unconditionally released (to the extent it is possible for such release to be irrevocable and unconditional under applicable law) from all present and future liabilities and obligations at any time due, owing or incurred by, or in respect of, such Financial Indebtedness or Guarantee, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity; and

(b) with respect to any Encumbrance over any assets or property of a person or over the shares in or any receivable owed by or claim against a person, such Encumbrance shall have been irrevocably and unconditionally discharged and released in full;

“Disclosed” means fairly disclosed with sufficient detail to allow a reasonable buyer to make a reasonably informed assessment of the nature and scope of the matter concerned;

“Disclosure Documents” means:

(a)the Transaction Documents;

(b)the Data Room Documents;

(c)the Information Memorandum;

(d)the Buy-side Reports; and

(e)the Sell-side Reports;

“Disclosure Letter” means the letter in the agreed form executed on or about the same date as this Agreement including any documents annexed thereto from the Principal Seller to the Buyer relating to the Business Warranties;

“Dollar Proceeds” means an amount equal to (i) the Initial Purchase Price plus the Deferred Consideration less (ii) the Euro Proceeds;

“Draft 2021 Transfer Pricing Adjustments” has the meaning given to it in clause 16.7;

“Draft Restatement Transfer Pricing Adjustments” has the meaning given to it in clause 16.7;

“Draft Transfer Pricing Adjustments” has the meaning given to it in clause 16.7;

“DTC” means Delaware Trust Company (in its capacity as administrative agent under the Priming Facility Credit Agreement);

“DTC Payoff Letter” means a payoff letter to be executed by DTC prior to the Completion Date relating to the repayment of all indebtedness outstanding under the Priming Facility Credit Agreement, which letter shall be in the form agreed by the Buyer and the Sellers (in each case, acting reasonably);

“Due Diligence Investigation” has the meaning given to it in clause 9.3(a);

“EA02” means the UK Enterprise Act 2002;

“EBITDA Adjustment” has the meaning given to it in clause 3.6;

“EBITDA Statement” means a statement of the EBITDA Amount of the Target Companies to be provided by the Buyer to the Sellers in accordance with Schedule 3;

“EC” means the European Commission;

“Earn-Out Payment” has the meaning given to it in Schedule 24;

“Easynet Claim” means the claim originally filed and served on 23 December 2016, by Easygroup Limited (as claimant), with amended particulars of claim filed and served on 12 April 2019, against Interoute Communications Limited, EGHL (UK) Limited and Easynet Global Services Limited (as defendants) in the Business and Property Courts of England and Wales, Intellectual Property List (High Court of Justice, Chancery Division) with claim number HP2016- 000071, regarding use of “EASYNET” trade marks and domain names by certain Group Companies;

“Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, or other encumbrance or security interest having similar effect;

“Equity Commitment Letter” means the equity commitment letter in the agreed form;

“Escrow Amount” means $75,000,000 or such other lower amount following any adjustments made in accordance with this Agreement;

“Estimated Cash Amount” means the Sellers’ good faith estimate of the Cash Amount as at the relevant time (as set out in this Agreement);

“Estimated Debt Amount” means the Sellers’ good faith estimate of the Debt Amount as at the relevant time (as set out in this Agreement);

“Estimated EBITDA Adjustment” means the Sellers’ good faith estimate of the EBITDA Adjustment as at the relevant time (as set out in this Agreement);

“Estimated Intra-Group Financing Payables” means the Intra-Group Financing Payables contained in the Intercompany Debt Schedule and which shall be reflected in the Estimated Debt Amount;

“Estimated Intra-Group Financing Receivables” means the Intra-Group Financing Receivables contained in the Intercompany Debt Schedule and which shall be reflected in the Estimated Cash Amount;

“Estimated Working Capital Adjustment” means the amount equal to USD 0.00, the effect of which is that for the purposes of determining the Initial Purchase Price only, the Working Capital as at the relevant time shall be assumed to be equal to the Reference Working

Capital. The Parties acknowledge and agree that this is not the Sellers’ good faith estimate of the amount of the Working Capital Adjustment as at the relevant time (as set out in this Agreement) and shall not impact in any way the Completion Statements or the Working Capital Adjustment;

“EU Withdrawal Agreement” means the Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community agreed at the European Council on 17 October 2019;

“Euro Proceeds” means an amount equal to EUR 360,000,000;

“Exchange Rate” means in relation to any currency to be converted into or from pounds sterling (£), U.S. Dollars ($) or euro (€) for the purposes of this Agreement, the spot rate of exchange (closing mid-point) for that currency into or, as the case may be, from pounds sterling (£), U.S. Dollars ($) or euro (€) (as applicable), as published in the London edition of The Financial Times first published after the relevant date or, where any such conversion is required pursuant to this Agreement and, unless otherwise provided in this Agreement, for the purposes of calculating or making any payment of any Consideration under this Agreement, on the date that is ten (10) Business Days prior to the relevant payment date;

“Excluded InfraCo Payables” means the outstanding trade payables (including any interest accrued thereon) relating to the InfraCo Business owed by a RemainCo Company to a third party supplier as at the Completion Time and which the Parties have agreed shall be retained by the Sellers’ Group pursuant to the terms and conditions of this Agreement and the Material Reorganisation Documents and which, for the avoidance of doubt, shall be deemed to be RemainCo Liabilities for the purposes of this Agreement, and Excluded InfraCo Payable shall mean any of them;

“Excluded InfraCo Receivables” means the outstanding trade receivables (including any interest accrued thereon) relating to the InfraCo Business owed to a RemainCo Company by a third party customer as at the Completion Time and which the Parties have agreed shall be retained by the Sellers’ Group pursuant to the terms and conditions of this Agreement and the Material Reorganisation Documents and which, for the avoidance of doubt, shall be deemed to be RemainCo Assets for the purposes of this Agreement, and Excluded InfraCo Receivable shall mean any of them;

“Existing D&O Insurance” has the meaning given to it in clause 14.3;

“Existing Debt Facilities” means the Credit Agreement, the High Yield Indenture and the IBM Loans;

“Existing Financial Indebtedness” means any Financial Indebtedness incurred by or related to any Group Company, including, but not limited to, liabilities under the Existing Debt Facilities but excluding any Intra-group Debt or any amounts owed under an Intercompany Loan Agreement;

“Existing Guarantee” means any Guarantee provided by any Group Company, including but not limited to any Guarantee relating to or provided in respect of the Existing Debt Facilities or any other Existing Financial Indebtedness;

“Existing InfraCo Contracts” has the meaning given to it in Part 2 of Schedule 10;

“Existing Joint Venture Arrangements” means the following joint venture arrangements to which a Group Company is a party, as set out in the Data Room at folder 7.15:

(a) ownership interest in OpenHub Med S.c.a.r.l;

(b) participation in a joint venture with respect to Janna S.c.a.r.l;

(d) participation in sea cable consortium offering connection from Germany via the Middle East and India through South Korea (SEA-ME-WE-3);

(e) participation in sea cable consortium offering connection from Portugal and Spain via Western Africa to South Africa (SAT-3); and

(f) revenue share arrangement in relation to an indefensible right of use in two fibers connecting Seattle, Washington and California;

“Existing RemainCo Contracts” means the Contracts with a third party that relate exclusively to the RemainCo Business and to which the Sellers’ Group (other than the Group Companies) is a party, but excluding any Transaction Document;

“Existing Security” means any Encumbrance provided by or relating to any Group Company, including, but not limited to any Encumbrance relating to or provided in respect of the Existing Debt Facilities or any other Existing Financial Indebtedness;

“Express Contract Authorisation” shall have the meaning given to it in paragraph 5.2 of Schedule 11;

“Final Transfer Pricing Adjustments” has the meaning given to it in clause 16.7;

“Financial Indebtedness” means any present or future indebtedness or liability for or in respect of: (a) moneys borrowed and indebtedness in the nature of borrowing; (b) derivative transactions; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes or loan stock; (d) the amount of any liability in respect of any lease or hire purchase contract which would, meet the definition of a finance or capital lease; and (e) any guarantee or any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other similar liability;

“Financing Costs” means any related fees, expenses, charges, costs (including hedging termination payments or costs) and interests, premiums and/or penalties that are payable by any Group Company or for which any Group Company is or shall be liable pursuant to any Financial Indebtedness, Guarantees or Encumbrances;

“Future IT Environment” means the IT architecture comprising hardware and software supporting the InfraCo Business defined in the IT Separation Steps Plan;

“Future System Milestone” means:

(a)the Future IT Environment; and

(b)data residing on the Future IT Environment;

“Future System Milestone Completion” means the point at which the Future System Milestone materially meets the (i) Acceptance Criteria and (ii) Acceptance Principle;

“German Tax Cash Collateralisation” has the meaning given to it in clause 4.19;

“German Tax Cash Collateralisation Amount” has the meaning given to it in clause 4.19;

“German Tax Insurance Policies” means the Project Phoenix insurance policies set out in folder 16.2.1.9.2 in the Data Room;

“German Tax Replacement Insurance Policy” has the meaning given to it in clause 4.19;

“Governmental Authorities” has the meaning given to it in clause 4.2;

“Group” means all of the Group Companies taken as a whole;

“Group Companies” means the Target Companies and their Subsidiaries, and each a “Group Company”;

“Group Company Cross-Perimeter Loans” means any agreement evidencing any intercompany loan or other financial arrangement having similar effect entered into between any Group Company as lender and any RemainCo Company as borrower;

“GTT Cross-Perimeter Loan” means any agreement evidencing any intercompany loan or other financial arrangement having similar effect entered into between any RemainCo Company as lender and any Group Company as borrower;

“GTT D&O Insurance” has the meaning given to it in clause 14.5;

“GTT Holdings” has the meaning given to it in the Introduction;

“GTT Holdings Ireland” has the meaning given to it in the Introduction;

“GTT Ireland” means Hibernia Express (Ireland) Limited;

“GTT Ireland Shares 1” means 75 ordinary shares of EUR 1 each in GTT Ireland, being 75% of the entire issued share capital of GTT Ireland;

“GTT Ireland Shares 2” means 25 ordinary shares of EUR 1 each in GTT Ireland, being 25% of the entire issued share capital of GTT Ireland;

“GTT MSA” means the master services agreement between a Group Company, as service recipient, and a member of the Sellers’ Group, as the service provider, in the agreed form, to be entered into on or before the Completion Date;

“GTT NGS” means together Hibernia Atlantic Communications (Canada) Company, GTT Ireland, Hibernia Atlantic Cable System Limited, Hibernia Atlantic (Singapore) Private Limited, Hibernia Atlantic (UK) Limited, Hibernia Media (UK) Limited and Hoffnungsvoll Communication Private Limited;

“GTT NGS Shares” means together GTT Ireland Shares 1, Hibernia Atlantic Communications (Canada) Company Shares, Hibernia Atlantic Cable System Limited Shares, Hibernia Atlantic (Singapore) Private Limited Share, Hibernia Atlantic (UK) Limited Shares, Hibernia Media (UK) Limited Shares and Hoffnungsvoll Communication Private Limited Shares;

“GTT Third Party Debt Arrangements” means the Credit Agreement and the High Yield Indenture;

“GTT TSA” means the transitional services agreement between a Group Company, as service recipient, and a member of the Sellers’ Group, as the service provider, in the agreed form, to be entered into on or before the Completion Date;

“GTT TSA Excluded Service” has the meaning given to the term “Excluded Services” in the GTT TSA;

“GTT UK” means Interoute Communications Holdings Limited;

“GTT UK Shares” means 320,000 ordinary shares and 40,000,000 ordinary A shares in GTT UK, being the entire issued share capital of GTT UK;

“GTT US” means Interoute US LLC;

“GTT US Shares” means one hundred percent of the membership interests in GTT US, being the entire issued share capital of GTT US;

“Guarantee” means any guarantee, letter of credit, letter of support, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“Guaranteed InfraCo Contract” means any contract or arrangement the obligations of a Group Company under which are guaranteed pursuant to any Target Security;

“Guaranteed RemainCo Contract” means any contract or arrangement the obligations of a RemainCo Company under which are guaranteed pursuant to any RemainCo Security;

“H1 2021 EBITDA Amount” means the amount of net income before interest, income taxes, depreciation and amortization for the period from 1 January 2021 to 30 June 2021, in each case established in accordance with the accounting policies set out in Schedule 3;

“H1 2021 Adjusted EBITDA Amount” means:

(a) the H1 2021 EBITDA Amount:

(b) Less: any MRR included in (a) above which relates to a customer contract that is terminated or expires in the period 1 January 2021 to 30 June 2021;

(c) Less: any MRR included in (a) above which relates to a new customer contract where the first billing service period commences in the period 1 January 2021 to 30 June 2021 (provided such customer contract is for a period exceeding 12 months);

(d) the sum of (a) to (c) shall be multiplied by two (2);

(e) Plus: the annualised value of any MRR relating to a new customer contract where the first billing service period commences in the period 1 January 2021 to 30 June 2021 (provided such customer contract is for a period exceeding 12 months) (as included in (c) above); and minus

(f) the Missing Leases Cost;

“Hibernia Atlantic Cable System Limited Shares” means 19,830,272 shares of Hibernia Atlantic Cable System Limited, being the entire issued share capital of Hibernia Atlantic Cable System Limited;

“Hibernia Atlantic Communications (Canada) Company Shares” means 1,209 shares of Hibernia Atlantic Communications (Canada) Company, being the entire issued share capital of Hibernia Atlantic Communications (Canada) Company;

“Hibernia Atlantic (Singapore) Private Limited Share” means one (1) share of Hibernia Atlantic (Singapore) Private Limited, being the entire issued share capital of Hibernia Atlantic (Singapore) Private Limited;

“Hibernia Atlantic (UK) Limited Shares” means two million, twenty thousand, four hundred and eight (2,020,408) shares of Hibernia Atlantic (UK) Limited, being the entire issued share capital of Hibernia Atlantic (UK) Limited;

“Hibernia Media (UK) Limited Shares” means one (1) share of Hibernia Media (UK) Limited, being the entire issued share capital of Hibernia Media (UK) Limited;

“High Yield Indenture” means the indenture, dated as of December 22, 2016, between GTT Communications, Inc (as successor to GTT Escrow Corporation), the initial guarantors party thereto and Wilmington Trust, National association, as amended, amended and restated, supplemented, waived or otherwise modified from time to time or replaced, in whole or in part, including through exchange transactions and/or refinancings and all guarantees, security documents and other documentation executed in connection therewith;

“Hoffnungsvoll Communication Private Limited Shares” means 10,000 shares of Hoffnungsvoll Communication Private Limited, being the entire issued share capital of Hoffnungsvoll Communication Private Limited;

“IBM Loans” means any financing agreements entered into between IBM United Kingdom Financial Services Limited as IGF or lender and Interoute Communications Limited as Client or borrower including, without limitation:

(a)a loan in amount USD 2,660,702.89 pursuant to a “Master Financing Agreement Transaction Document” dated 13 October 2017;

(b)a loan in amount USD 2,066,733.11 pursuant to a “Master Financing Agreement Transaction Document” dated 19 December 2017; and

(c)a loan in amount USD 3,281,013.10 pursuant to a “Master Financing Agreement Transaction Document” dated 27 March 2018,

and an “IBM Financing Master Financing Agreement” entered into in connection therewith, in each case as amended, amended and restated, supplemented, waived or otherwise modified from time to time;

“Identified Employee” means the individual agreed and identified between the parties in writing on or prior to the date of this Agreement;

“Identified RemainCo Security” means the Keybank Letter of Credit;

“Identified Seller Security” means the Guarantees or similar arrangements set out in Schedule 19;

“Immaterial Reorganisation Default” means any failure or default which is solely procedural, technical or administrative in nature, is capable of being remedied without material cost or delay and is immaterial in the context of the InfraCo Business or the Group Companies as a whole, provided that (i) any failure or default that might prejudice the ability of the Buyer to draw down the Funds in order to comply with its obligations under this Agreement, (ii) any failure or default as a result of which is not legally permissible for the Parties to proceed to Completion and (iii) any failure or default as a result of which any of the requirements set out in clause 7.11 is not satisfied shall, in each case, not be considered an Immaterial Reorganisation Default;

“Information Memorandum” means the information memorandum in relation to the InfraCo Business prepared in connection with the Transaction dated April 2020, a copy of which is at document 1.2.1 in the Data Room;

“Infosys Contracts” means the contractual arrangements entered into between Infosys Ltd and/or any of its subsidiaries or Affiliates on the one hand and any Group Companies on the other hand in connection with the implementation and completion of the CMD Milestone and Future System Milestone;

“InfraCo Assets” has the meaning given to it in Part 2 of Schedule 10;

“InfraCo Bank Guarantees” means any Guarantee provided in the ordinary course of business by any provider of financing on behalf of any Group Company as security for the obligations of any Group Company including, without limitation, in relation to any customer and supplier arrangements and any leasing arrangements for the purposes of the InfraCo Business, for the avoidance of doubt in each case other than the Identified Seller Security;

“InfraCo Business” has the meaning given to it in Part 1 of Schedule 10;

“InfraCo Business Goodwill” has the meaning given to it in Part 2 of Schedule 10;

“InfraCo Business Licences” has the meaning given to it in Part 2 of Schedule 10;

“InfraCo Business Properties” has the meaning given to it in Part 2 of Schedule 10;

“InfraCo Contracts” means the Existing InfraCo Contracts, the InfraCo Part of the Shared InfraCo Contracts, the Transferring InfraCo Contracts and the InfraCo Part of the Shared RemainCo Contracts;

“InfraCo EBITDA” means the amount of net earnings before interest, taxes, depreciation and amortisation of the InfraCo Business;

“InfraCo Employees” means the InfraCo Group Company Employees, the InfraCo Non-Group Company Employees and any InfraCo New Employees who the Sellers and the Buyer agrees shall be InfraCo Employees prior to Completion in accordance with paragraph 9 of Part B of Schedule 16 (provided that the InfraCo Group Company Employees, the InfraCo Non-Group Company Employees and any InfraCo New Employees shall not exceed 450 in total);

“InfraCo Group Company Employees” means those employees of the Group Companies listed in Part A of Schedule 16;

“InfraCo IP Assignment Agreement” means an intellectual property assignment agreement in the agreed form (subject to any amendments made pursuant to clause 6.23) to effect a transfer of certain Intellectual Property Rights to a Group Company as part of the Reorganisation;

“InfraCo Liabilities” has the meaning given to it in Part 4 of Schedule 10;

“InfraCo MSA” means the master services agreement between a member of the Sellers’ Group, as service recipient, and a Group Company, as the service provider, in the agreed form, to be entered into on or before the Completion Date;

“InfraCo Network Assets” has the meaning given to it in Part 2 of Schedule 10;

“InfraCo New Employees” means any employee of any member of the Sellers’ Group who is newly employed by that member of the Sellers’ Group in the period between the date of this Agreement and Completion to work for the InfraCo Business;

“InfraCo Non-Group Company Employees” means those employees of the Sellers’ Group (other than the Group Companies) listed in Part A of Schedule 16 that will transfer to a Group Company in accordance with Part B of Schedule 16 on or prior to Completion;

“InfraCo Non-Spanish Group Companies” has the meaning given in clause 4.18;

“InfraCo Non-US Group Companies” means each of the Group Companies other than the InfraCo US Group Company;

“InfraCo Part” means, in respect of a Shared InfraCo Contract, Shared RemainCo Contract, Shared InfraCo Claim or Shared RemainCo Claim, each part of it that relates exclusively to the InfraCo Business;

“InfraCo Plant and Equipment” has the meaning given to it in Part 2 of Schedule 10;

“InfraCo PoP Contract” means a PoP Contract under which the relevant InfraCo PoP occupies the relevant colocation facilities;

“InfraCo PoP” means the PoPs set out in 22.1.2.1.1 of the Data Room;

“InfraCo Security” means any Guarantee (including any Existing Guarantee) or Encumbrance (including any Existing Security) granted by any Group Company (or by a bank on behalf of any Group Company), and any Encumbrance (including any Existing Security) over the shares in any Group Company, in relation to the obligations to which any RemainCo Company will be subject following completion of the Reorganisation (including, but not limited to, any obligations under the Existing Financial Indebtedness and/or any Capital Markets Debt of any of the Group Companies or any other Financial Indebtedness and including the Identified Seller Security (in each case, other than any Target Security));

“InfraCo Transferring Assets” means all InfraCo Assets held by the members of the Sellers’ Group other than the Group Companies;

“InfraCo TSA” means the transitional services agreement between a member of the Sellers’ Group, as service recipient, and a Group Company, as the service provider, in the agreed form, to be entered into on or before the Completion Date;

“InfraCo US Group Company” means Interoute US LLC;

“Initial Purchase Price” has the meaning given in clause 3.3;

“Insolvency Event” means, in respect of any person:

(a) the person is unable to, states that it is unable to, or is declared under applicable law to be unable to, pay its debts as they fall due or stops or threatens to stop paying or suspend payment of its debts as they fall due or its debts generally, provided that this paragraph (a) shall not be triggered by discussions between, or transactions involving, the Group Companies and any lenders under the Credit Agreement or beneficial owners of notes under the High Yield Indenture;

(b) any indebtedness of the person is subject to a moratorium (including where a moratorium takes effect by operation of law or is declared in respect of any indebtedness of the person) but excluding a moratorium pursuant to any involuntary proceeding under the laws of the United States unless the same shall continue undismissed and unstayed for more than sixty (60) consecutive days or an order of relief is entered in any such proceeding;

(c) a receiver, trustee, custodian, liquidator, provisional liquidator, administrator, examiner, manager or comparable party has been appointed to any asset or property of the person or an event occurs which gives any other person a right to obtain such appointment;

(d) an order has been made, a resolution has been passed or proposed in a notice of meeting or in an announcement to any recognised securities exchange, a procedure has been commenced, or an application to court has been made, in each case for the winding-up, liquidation or dissolution of the person or for the entry into of any arrangement, compromise or composition with, or assignment for the benefit of, creditors of the person or any class of them, provided that this paragraph (d) shall not

be triggered by discussions between, or out of court restructuring transactions involving, the Group Companies and any creditors of the Group Companies in progress as at the date of this Agreement;

(e) the person commences any case or proceeding under any bankruptcy, reorganisation (excluding, for the avoidance of doubt, the Reorganisation), arrangement, moratorium or similar law or statute;

(f) any other person properly enforces any security interest in any material asset or material property of such person; or

(g) anything analogous to the matters set out in (a) to (f) above occurs in relation to the person in any jurisdiction;

“Intellectual Property Rights” means any and all trade marks, service marks, trade names, business names, logos, get-up, patents, utility models, supplementary protection certificates, rights in inventions, discoveries and improvements, registered and unregistered design rights, copyright and related rights (including rights in computer programs), database rights, rights in goodwill (including the right to sue for past, present and future infringements), domain names and URLs, rights to sue for passing off and in unfair competition, rights in opposition proceedings and all other similar rights in any part of the world (including Know-how), including where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

“Intercompany Debt Schedule” means a completed schedule in the agreed form provided by the Sellers to the Buyer alongside the Completion Estimates Statement and setting out each of the Intra-Group Financing Payables and each of the Intra-Group Financing Receivables known to the Sellers at the relevant time (or, in respect of the Intra-Group Wrong Pocket Payables and the Intra-Group Wrong Pocket Receivables, as at the end of the calendar month preceding the calendar month in which Completion is due to take place) and containing the following details with respect to each: (i) the total amount outstanding in USD determined based on the Agreed Intercompany Exchange Rate); (ii) the Agreed Intercompany Exchange Rate; (iii) the identities of the debtor and creditor entities; and (iv) the applicable interest rate (if any) (and updated only to reflect the amounts outstanding as at the Completion Time if not already reflected);

“Intercompany Loan Agreement” means any agreement evidencing any intercompany loan or other financial arrangement having similar effect entered into between a Group Company and another Group Company on arms’ length terms;

“Interoute" means Interoute Communications Holdings S.A. and its subsidiaries acquired by the Sellers’ Group pursuant to the sale and purchase agreement for the sale and purchase of Interoute Communications Holdings S.A. dated 23 February 2018;

“Ireland” means the Republic of Ireland (excluding Northern Ireland) and “Irish” shall be construed accordingly;

“Intra-group Debt” means together the GTT Cross-Perimeter Loans and the Group Company Cross-Perimeter Loans;

“Intra-Group Financing Payables” means (i) all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued and dividends declared or payable but not paid) owed by a Group Company to a member of the Sellers’ Group (other than a Group Company) as at the Completion Time and (ii)the Intra-Group Wrong Pocket Payables, but excluding any item which falls to be included in calculating Working Capital;

“Intra-Group Financing Receivables” means (i) all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued and dividends declared or payable but not paid) owed by a member of the Sellers’ Group (other than a Group Company) to a Group Company as at the Completion Time and (ii) the Intra-Group Wrong Pocket Receivables, but excluding any item which falls to be included in calculating Working Capital;

“Intra-Group Wrong Pocket Payables” means any payables owed by a Group Company to any member of the Sellers’ Group as a result of a Group Company receiving any amounts from third parties which should have been paid to a member of the Sellers’ Group (other than a Group Company) prior to Completion;

“Intra-Group Wrong Pocket Receivables” rmeans any receivables owed by a member of the Sellers’ Group to a Group Company and arising as a result of a member of the Sellers’ Group (other than a Group Company) receiving any amounts from third parties which should have been paid to a Group Company prior to Completion;

“IT Separation” means the implementation of the CMD Milestone, the Future System Milestone and of the IT Separation Steps Plan;

“IT Separation Steps Plan” has the mean given to it in paragraph 3.2 of Schedule 13;

“IT Systems” means: (a) the computer, telecommunications and network equipment used or owned by a Group Company (including PCs, mainframes and servers); and (b) the software used or owned by a Group Company, including software written or customised specifically for a Group Company and the off-the-shelf software applications used by the Group Companies;

“KeyBank” means KeyBank National Association (in its capacity as administrative agent under the Credit Agreement);

“KeyBank Partial Release Letter” means a partial release letter to be executed by KeyBank prior to the Completion Date relating to the repayment of certain indebtedness outstanding under the Credit Agreement, which letter shall be in the form agreed by the Buyer and the Sellers (in each case, acting reasonably);

“Keybank Letter of Credit” means the letter of credit described by the documents disclosed at 2.5.3.14 and 2.5.3.15 in the Data Room;

“Key Contract” means (i) each Contract with a Material Customer; and (ii) each of the top 25 RemainCo Contracts that are Customer Contracts by MRR, determined by reference to MMR in the last full calendar month immediately prior to Completion;

“Key Transaction Documents” shall mean this Agreement, the InfraCo TSA, the InfraCo MSA, the GTT MSA and the GTT TSA;

“Know-how” means non-trivial industrial and commercial information and techniques, in each case, in any form and not in the public domain, including technical specifications, technical data, technical plans and drawings, blueprints, schematics, formulae, methodologies, processes and procedures, operating instructions and conditions, test and research results, reports, analyses and instruction and training manuals;

“KPMG VDD Reports” means the updated financial VDD report, carve out balance sheet VDD report and tax VDD report, in each case to be prepared by KPMG in respect of the Group Companies and the InfraCo Business in respect of the financial year 2019;

“KPMG VDD Reports Deadline” has the meaning given to it in clause 6.25;

“Lender Consent” has the meaning given to it in clause 6.6;

“Letters of Credit” means those letters of credit listed in SCHEDULE 25 and only in relation to the amounts set out therein;

“Liabilities” means all liabilities, duties and obligations of every description, whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent or ascertained or unascertained and whether owed or incurred severally or jointly or as principal or surety;

“Licence” means any licence to operate, consent, permit, authorisation, permission, exemption, registration or approval (including, but not limited to, any foreshore, cable landing point, marine, subsea, seabed , submarine or other leases or licences granted by any authority or third party in connection with the InfraCo Business’ use and operation of its subsea cables, routes and networks and cable landing stations and PoPs (including for the avoidance of doubt the Hibernia subsea cables, routes and networks);

“Licence Agreement” means the agreement in respect of the licence of certain Intellectual Property Rights, in the agreed form, to be entered into between a member of the Sellers’ Group and a Group Company with effect from the Completion Date;

“Licences-In” means an agreement by a third party to license or sub-license Intellectual Property Rights to a Group Company;

“Licences-Out” means an agreement by a Group Company to license or sub-license Intellectual Property Rights to a third party other than non-exclusive licences granted to customers of the Group in the ordinary course of business;

“Long Stop Date” means the date falling twelve (12) calendar months after the date of this Agreement, or such other date as may be agreed in writing between the Sellers’ Representative and the Buyer;

“Losses” means losses, liabilities, damages, costs (including reasonable legal costs and experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands, in each case of any nature whatsoever;

“MAC Event” means any state of facts, circumstance, development, change or effect that, individually or in the aggregate, is having, or would reasonably be expected to have, a materially adverse effect on the operations, results of operations, or financial condition, of the InfraCo Business, taken as a whole, except for any such material adverse effect after the date of this Agreement arising out of, resulting from or relating to: (a) any change in general economic or political conditions that affects the industry generally (including, but not limited to, the Covid 19 pandemic) in which the InfraCo Business operates; (b) any act of terrorism, sabotage, military action or war (whether or not declared), in each case including any escalation or worsening thereof; (c) any adverse change arising from or relating to any actual or proposed change in accounting requirements applicable to any Group Company or, in each case, in the interpretation thereof (which, for the avoidance of doubt, excludes any violation of existing accounting rules not previously disclosed to the Buyer or otherwise dealt with under this Agreement); (d) the announcement of this Agreement or disclosure of this Agreement or the transactions contemplated by this Agreement (to the extent the disclosure in question was made by the Sellers, it must not have been made in breach of the terms of this Agreement); (e) compliance with the terms of this Agreement or actions which the Buyer has taken, consented to in writing or requested in writing; (f) the failure of the InfraCo Business or any Group Company to meet or achieve the results set forth in any projection, estimate, forecast or plan (it being acknowledged that the underlying cause of such failure may constitute a Material Adverse Effect); (g) the filing by any Seller or any member of the Sellers’ Group of the Chapter 11 Cases or the operation of any Seller or any member of the Sellers’ Group as a debtor in possession under the Bankruptcy Code if such filings contemplate, among other things, the consummation of the Transaction in accordance with an Acceptable RSA, an Acceptable PSA, or Acceptable Sale Order; and (h) any “event of default” or similar event

under the Existing Debt Facilities if such “events of default” (i) are contemplated by or otherwise not inconsistent with an Acceptable RSA, an Acceptable PSA, or Acceptable Sale Order or (ii) do not result in a Seller Default under clause 5.5(a), in the case of each of the foregoing clauses (a) to (c) (inclusive), solely to the extent that it does not, and would not reasonably be expected to have a materially disproportionate adverse effect on the InfraCo Business and/or Group Companies and/or any of them, relative to other participants in the industries in which the Group Companies and/or the InfraCo Business operate;

“Management Agreements” means employment contracts to be agreed by the parties (including the Buyer) and the relevant members of the Senior Management Team (other than Martin Ford) prior to Completion and to be entered into by and between each of the Senior Management Team and the relevant Group Companies prior to Completion;

“Material Completion Obligations” has the meaning given to it in clause 7.5;

“Material Contract” has the meaning given to it in paragraph 7.7 of Schedule 5;

“Material Customers” means those customers listed in Part 1 of Schedule 8;

“Material Reorganisation Documents” means the templates of the following Reorganisation documents: the asset transfer agreement, the share transfer agreement, the assignment agreement and the loan agreement each of them in the agreed form; and the InfraCo IP Assignment Agreement, the RemainCo IP Assignment Agreement and the Licence Agreement;

“Material Suppliers” means those suppliers listed in Part 2 of Schedule 8;

“Merger Notice” means a notice to the CMA in the prescribed form as contemplated by section 96 EA02;

“Microsoft” means Microsoft Ireland Operations Ltd;

“Microsoft Liens” means any of the following:

(a)an assignment agreement dated 31 May 2016 between each of Hibernia Express (Ireland) Limited, Hibernia Express (UK) Limited and Hibernia Express (Canada) Limited as assignor and Microsoft as assignee in relation to an IRU agreement and an O&M agreement, each between the parties thereto and NGS Limited and dated 17 June 2014 (the Hibernia Express Microsoft Contracts);

(b)an assignment agreement dated 31 May 2016 between each of Hibernia Atlantic Cable System Limited as assignor and Microsoft as assignee in relation to an IRU agreement and an O&M agreement, each between the parties thereto and NGS Limited and dated 17 June 2014 (the Hibernia Atlantic Microsoft Contracts and, together with the Hibernia Express Microsoft Contracts, the Hibernia Microsoft Contracts);

(c)a deed of guarantee and indemnity dated 21 September 2015 between Hibernia NGS Limited as guarantor and Microsoft as customer, as amended and restated 31 May 2016, in relation to the Hibernia Express Microsoft Contracts;

(d)a deed of guarantee and indemnity dated 21 September 2015 between Hibernia NGS Limited as guarantor and Microsoft as customer, as amended and restated 31 May 2016 in relation to the Hibernia Atlantic Microsoft Contracts;

(e)a non-disturbance and attornment agreement dated 31 May 2016 between MUFG Union Bank, N.A. as agent, Hibernia Express (Ireland) Limited as borrower, Hibernia NGS Limited, and Microsoft in relation to the Hibernia Express Microsoft Contracts;

(f)a non-disturbance and attornment agreement dated 31 May 2016 between MUFG Union Bank, N.A. as agent, Hibernia Atlantic Cable System Limited as guarantor, Hibernia NGS Limited, and Microsoft in relation to the Hibernia Atlantic Microsoft Contracts;

(g)an acknowledgement entered into by each of Hibernia Express (Ireland) Limited, Hibernia NGS Limited, Hibernia Atlantic Cable System Limited, Hibernia Express (Canada) Limited, Hibernia Atlantic U.S. LLC, Hibernia Atlantic Communications (Canada) Company, Hibernia Media (UK) Limited, Hibernia Atlantic (UK) Limited, Hibernia International Assets Inc., Hibernia Atlantic (Singapore) Private Limited, Hibernia Express (UK) Limited and Hibernia Networks (Netherlands) B.V. in relation to a lien subordination agreement between MUFG Union Bank, N.A. as agent and Microsoft dated 31 May 2016 in relation to the Hibernia Express Microsoft Contracts;

(h)an acknowledgement entered into by each of Hibernia Express (Ireland) Limited, Hibernia NGS Limited, Hibernia Atlantic Cable System Limited, Hibernia Express (Canada) Limited, Hibernia Atlantic U.S. LLC, Hibernia Atlantic Communications (Canada) Company, Hibernia Media (UK) Limited, Hibernia Atlantic (UK) Limited, Hibernia International Assets Inc., Hibernia Atlantic (Singapore) Private Limited, Hibernia Express (UK) Limited and Hibernia Networks (Netherlands) B.V. in relation to a lien subordination agreement between MUFG Union Bank, N.A. as lender agent and dated 31 May 2016 in relation to the Hibernia Atlantic Microsoft Contracts; and

(i)any other agreement or other document securing or guaranteeing, or otherwise entered into pursuant to, the obligations of any Target Company or Subsidiary to Microsoft or its Affiliates;

“Microsoft Documents” has the meaning given to it in clause 6.14(a);

“Missing Leases” means any leases (whether finance leases or operating leases) which have been either:

(a)incorrectly allocated in the database of leases set out in the Data Room at 10.19.5 to the Sellers’ Group where they should have been allocated to the Group Companies; or

(b)omitted from the database of leases set out in the Data Room at 10.19.5,

and, in each case, to the extent the cost of any such leases has not been reflected in the Accounts;

“Missing Leases Cost” means the annual cost of the Missing Leases calculated in accordance with the Accounting Standards;

“MRR” means monthly recurring revenue;

“NRR” means non-recurring revenue;

“Names” means trade marks, service marks, business, company or trade names, logos or domain names;

“NGS Limited” has the meaning given to it in the Introduction;

“Notice” has the meaning given to it in clause 29.1;

“Original KPMG VDD Reports” means: (i) the financial VDD report prepared by KPMG dated 24 June 2020; (ii) the carve out balance sheet VDD report prepared by KPMG dated 11 August 2020; and (iii) the tax VDD report dated 3 July 2020, in each case prepared by KPMG

in respect of the Group Companies and the InfraCo Business in respect of the financial year 2019;

“Owned Business IP” means the Owned Names, the Transferring IP Rights and any other Intellectual Property Rights which are owned by a Group Company;

“Owned Names” means any Names that include (in whole or in part) either of the marks INTEROUTE or HIBERNIA, but excluding any elements of Names which include in whole or in part any Sellers’ Trade Marks, in each case, owned or registered by any member of the Group on the Completion Date, including the marks INTEROUTE, HIBERNIA and any other Names set out in paragraph 1.7 of Schedule 15;

“Owned Trade Marks” means any Owned Names, but excluding any elements of such Names which are purely descriptive or non-distinctive or which include in whole or in part any Sellers’ Trade Marks;

“Outstanding Seller Guarantees and Encumbrances” means any Guarantees or Encumbrances provided by any RemainCo Company in relation to any obligations of any Group Company under any Existing Financial Indebtedness and/or the Capital Market Debt (which, for the avoidance of doubt, shall exclude any RemainCo Security);

“Pension Schemes” means:

(a)defined contribution schemes where the InfraCo Employees’ contributions and employer’s contributions are both invested and the proceeds used to buy a pension at retirement; and

(b)defined benefit plans where the InfraCo Employees’ benefits are fixed in advance and their amount is based on the amount of the insured salary;

set out in the Data Room at 12.2.14;

“Personal Data” has the same meaning as the term “personal data” under the General Data Protection Regulation (Regulation (EU) 2016/679);

“Phase 1 Investigation” means an investigation by the CMA to enable it to decide whether to make a Phase 2 Reference;

“Phase 2 Reference” means a reference pursuant to Part 3 EA02, or pursuant to Article 5 of the Enterprise Act 2002 (Protection of Legitimate Interests) Order 2003, in each case to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

“Phoenix/Alma Matter” means those arrangements referred to on pages 12, 35, 39, 110 and 111 of the Tax VDD Report and all transactions, transaction steps, actions, measures, restructurings, effects and other matters mentioned or described in the Ernst & Young structure papers addressed to Interoute titled (i) “Project ALMA” dated 27 October 2011, (ii) “Project Phoenix” dated 9 May 2012, and (iii) “Project Phoenix and ALMA” Updated tax report dated 2 February 2015;

“Plan Effective Date” means the date that (a) a plan of reorganization pursuant to an Acceptable RSA filed in the Chapter 11 Cases becomes effective or (b) a plan of reorganization filed in the Chapter 11 Cases that provides for (i) the assumption by the Sellers and the applicable members of the Sellers’ Group of this Agreement and the Transaction Documents, including (without limitation) each of the InfraCo TSA, the InfraCo MSA, the GTT MSA and the GTT TSA, pursuant to section 365(a) of the Bankruptcy Code, provided that the order of the Bankruptcy Court providing for such assumption shall reserve and preserve all rights and defences of the Buyer and the Buyer’s Group under this Agreement and the

Transaction Documents, including without limitation specific performance, and nothing contained in this Agreement shall constitute a waiver of any such rights and defences and (ii) releases of the Buyer and the relevant members of the Buyer’s Group from any and all claims and causes of action relating to this Agreement and the Transaction other than claims made under the Transaction Documents against the relevant parties thereto, in the form attached hereto as Schedule 26, becomes effective;

“PoP” means a point of presence or colocation facility owned, leased or occupied under licence;

“PoP Contract” means each contract, licence or lease to which one or more members of the Sellers’ Group is a party (as the customer) pursuant to which the relevant counterparty (as the provider) provides datacentre colocation space and associated facilities to the relevant member(s) of the Sellers’ Group;

“Prague Shared Property” has the meaning given to it in Schedule 17;

“Pre-Completion Tax Documents” has the meaning given to it in clause 16.1, provided that any Delayed Pre-Completion Tax Document shall not be a Pre-Completion Tax Document;

“Pre-Completion Tax Period” has the meaning given to it in clause 16.1;

“Pre-Completion Tax Returns” has the meaning given to it in clause 16.1, provided that any Delayed Pre-Completion Tax Return shall not be a Pre-Completion Tax Return;

“Prepaid Revenue” means any revenue billed upfront for the full contract term or any revenue billed in advance of providing services or performing obligations to which any such revenue relates and where such service or obligations are for a period in excess of at least twelve (12) calendar months from the billing date;

“Priming Facility Credit Agreement”, means the agreement dated as of December 28, 2020 among the Principal Seller, GTT Communications, the lenders party thereto and Delaware Trust Company, as administrative agent and collateral agent, as amended, amended and restated, supplemented, waived or otherwise modified from time to time;

“Principal Seller” has the meaning given to it in the Introduction;

“Property” means the properties listed in Schedule 7;

“Q2 Audit” has the meaning given to it in clause 6.3(b);

“Q2 Report” means the Principal Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2020;

“Reference Working Capital” means the amount equal to USD 42,200,000;

“Regulation” the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings;

“Regulatory Authorities” has the meaning given to it in clause 4.2;

“Release Documents” has the meaning given to it in clause 6.11;

“Releases” has the meaning given to it in clause 6.9;

“Relevant Part” means the InfraCo Part and/or RemainCo Part of a Shared InfraCo Contract and/or Shared RemainCo Contract, as the context requires;

“Relevant Shares” means the Shares to be transferred by each of the Sellers pursuant to this Agreement as set out in column 2 of Schedule 1;

“Relief” includes any loss, relief, allowance, credit, exemption or set off for Tax or any deduction in computing income, profits or gains for the purposes of Tax and any right to a repayment of Tax or to a payment in respect of Tax;

“RemainCo Assets” has the meaning given to it in Part 3 of Schedule 10;

“RemainCo Bank Guarantees” means any Guarantee provided in the ordinary course of business by any provider of financing on behalf of any RemainCo Company as security for the obligations of any RemainCo Company in relation to any customer and supplier arrangements and any leasing arrangements;

“RemainCo Business” means all of the business and activities of the Sellers’ Group (including the Group Companies) excluding the InfraCo Business, but including business and activities of providing wide area networking, Internet, managed services and unified communications services to customers and consisting of those assets and liabilities, in each case, from which the revenues are generated and the costs are incurred;

“RemainCo Companies” means the Sellers’ Group excluding the Group Companies and “RemainCo Company” means any one of them;

“RemainCo Contracts” means the Existing RemainCo Contracts, the RemainCo Part of the Shared RemainCo Contracts, the Transferring RemainCo Contracts and the RemainCo Part of the Shared InfraCo Contracts;

“RemainCo Employees” means the employees (i) currently employed by a Group Company or (ii) who at or prior to Completion become employed by a Group Company, in each case other than the InfraCo Employees;

“RemainCo IP Assignment Agreement” means an intellectual property assignment agreement, in the agreed form (subject to any amendments made pursuant to clauses 6.23), to effect a transfer of certain Intellectual Property Rights to a member of the Sellers’ Group as part of the Reorganisation;

“RemainCo Liabilities” has the meaning given to it in Part 5 of Schedule 10;

“RemainCo Network Assets” has the meaning given to it in Part 3 of Schedule 10;

“RemainCo Part” means, in respect of a Shared InfraCo Contract, Shared RemainCo Contract, Shared InfraCo Claim or Shared RemainCo Claim, the part of it that does not exclusively relate to the InfraCo Business;

“RemainCo PoP Contract” means a PoP Contract under which the relevant RemainCo PoP occupies the relevant colocation facilities;

“RemainCo PoP” means all PoPs held by the Sellers’ Group other than those set out in 22.1.2.1.1 of the Data Room;

“RemainCo Replacement Security” has the meaning given to it in clause 10.3;

“RemainCo Security” means any Guarantee, Encumbrance, RemainCo Bank Guarantees or cash deposit provided in the ordinary course of business by any RemainCo Company (or by any provider of financing on behalf of any RemainCo Company) in relation to the obligations to which any Group Company will be subject following completion of the Reorganisation in relation to any customer and supplier arrangements and any leasing arrangements for the purposes of the InfraCo Business to any person that is not a member of the Sellers’ Group,

including the Identified RemainCo Security (but excluding any Outstanding Seller Guarantees and Encumbrances and any letters of comfort issued by any member of the Sellers’ Group for the purposes of statutory audits of any Group Companies);

“RemainCo Transferring Assets” means all RemainCo Assets held by the members of the Group;

“Reorganisation” means the reorganisation of the Sellers’ Group and its assets and liabilities as detailed in and contemplated by the transactions and other matters set out in the Separation Steps Plans, clauses 6.1 and 6.2 and the Separation Schedules to effect the separation of the InfraCo Business from the Sellers’ Group to operate on a standalone basis from Completion pursuant to the Transaction Documents, including all transactions, steps, actions, documents and other matters necessary or otherwise agreed to be taken in connection therewith;

“Reorganisation Default Event” has the meaning given to it in clause 5.4;

“Reorganisation Indemnity” has the meaning given to it in clause 8.12;

“Reorganisation Indemnity Claim” means any claim arising under or in connection with the Reorganisation Indemnity;

“Reorganisation Tax Claim” means a claim under paragraph 2.2 of Schedule 20;

“Representatives” means, in relation to a party, its respective Affiliates and the directors, officers, employees, agents, advisers, accountants, auditors, insurers and consultants of that party and/or of its respective Affiliates;

“Restructuring Claim” means any claim by the Buyer under clause 4.4(g), clause 4.4(h), clause 4.7(b), clause 4.7(c), clause 4.7(d), clause 4.25(a), clause 4.25(c), clause 4.25(d), paragraphs 1.2(c), 1.2(d) or 1.2(e) of Schedule 9 or paragraphs 1.5 1.6 or 1.7 of Part 1 of Schedule 4;

“Retained RemainCo Payables” means the outstanding trade payables (including any interest accrued thereon) relating to the RemainCo Business owed by a Group Company to a third party supplier as at the Completion Time and which the Parties have agreed shall be retained by the Group Companies pursuant to the terms and conditions of this Agreement and the Material Reorganisation Documents and which, for the avoidance of doubt, shall be deemed to be InfraCo Liabilities for the purposes of this Agreement, and Retained RemainCo Payable shall mean any of them;

“Retained RemainCo Receivables” means the outstanding trade receivables (including any interest accrued thereon) relating to the RemainCo Business owed to a Group Company by a third party customer as at the Completion Time and which the Parties have agreed shall be retained by the Group Companies pursuant to the terms and conditions of this Agreement and the Material Reorganisation Documents and which, for the avoidance of doubt, shall be deemed to be InfraCo Assets for the purposes of this Agreement, and Retained RemainCo Receivable shall mean any of them;

“Retained RemainCo Security” has the meaning given to it in clause 10.5;

“RSA” means a restructuring support agreement;

“RSA Condition” has the meaning given to it in clause 4.4(h);

“RSA Lender Parties” means (i) the holders of at least 66.67% of the notes outstanding under the High Yield indenture, (ii) the holders of at least 66.67% of the obligations outstanding under the Credit Agreement and (iii) the holders of at least 66.67% of the

obligations outstanding under the Priming Facility Credit Agreement; provided that, in the case of clause (iii), such holders shall not be required to sign such restructuring support agreement in order for such restructuring support agreement to constitute an “RSA” unless the consent of such holders is needed in order to effectuate or implement the transactions contemplated by the RSA;

“Sale Proceeds” means the amount of Consideration paid to a Seller or on its behalf in accordance with the terms of this Agreement;

“Sale Protection Order” has the meaning given to it in clause 4.4(g)(ii)(B);

“Saving” means the reduction or elimination of any liability of any Group Company to make an actual payment of Tax (at a time when the relevant Group Company is a member of the Buyer’s Group) by the use of any Relief arising wholly as a result of a liability for Tax in respect of which the Sellers have made a payment for a breach of a Tax Warranty, or Tax Covenant Claim or Separation Claim in respect of Tax as a result of such payment by the Sellers, but excluding any Relief which has already been taken into account in determining the amount payable by the Sellers for breach of the relevant Tax Warranty or Tax Covenant Claim or Separation Claim in respect of Tax, as the case may be;

“Secured RemainCo Contract” means any contract or arrangement the obligations of a Group Company under which are guaranteed or secured pursuant to RemainCo Security;

“Sell-side Reports” means any due diligence report made available to the Buyer by the Sellers in connection with the Transaction, including but not limited to: (i) the Commercial VDD report prepared by Analysys Mason dated 17 April 2020, including the addressable market export and walkthrough 17 April 2020; (ii) ULL Competitive Technical Assessment Preliminary Report dated March 2020; (iii) the Technical VDD report prepared by Analysys Mason dated 12 May 2020; (iv) the Original KPMG VDD Reports; (v) the Separation Steps Plan dated 8 July 2020; and (vi) the Cash Tax model prepared by Ernst & Young version 5.5 dated 8 July 2020;

“Seller Default” has the meaning given to it in clause 5.5;

“Sellers” has the meaning given to it in the Introduction, and “Seller” means any of them;

“Sellers’ Group” means the Sellers and their Affiliates from time to time, but excluding from Completion, each Group Company;

“Sellers’ Representative” has the meaning given to it in clause 18.1;

“Sellers’ Solicitors” means Goodwin Procter (UK) LLP of 100 Cheapside, London EC2V 6DY;

“Sellers’ Solicitors Bank Accounts” means, together, the Sellers’ Solicitors EUR Bank Account and the Sellers’ Solicitors USD Bank Account;

“Sellers’ Solicitors EUR Bank Account” means the Sellers’ Solicitors EUR bank account with the details set out below:


Account Name			Goodwin Procter (UK) LLP Client Account
Account Number			GOPECA-EURC
Currency			EURO
Sort Code			16-00-32
SWIFT (BIC)			RBOSGB2L
IBAN			GB58RBOS16107010137739
Bank			Royal Bank of Scotland

“Sellers’ Solicitors USD Bank Account” means the Sellers’ Solicitors USD bank account with the details set out below:


Account Name			Goodwin Procter (UK) LLP Client Account
Account Number			83838483
Currency			USD
Sort Code			40-12-76
SWIFT (BIC)			HBUKGB4B
IBAN			GB59HBUK40127683838483
Bank			HSBC UK Bank plc

“Sellers’ Tax Insurance Policies” means the following insurance policies, each dated 25 March 2015 and originally provided to Emasan AG and Turbo Holdings Lux II S.à r.l. and assigned to the Principal Seller on 31 May 2018:

(a)the financial interest coverage insurance policy with policy number 15.538.845 provided by Zurich Insurance Company Ltd;

(b)the excess insurance policy with policy number MAZF31A006 provided by AIG Europe Limited, London, Opfikon Branch;

(c)the quota share excess financial interest coverage insurance policy with policy number P08198C15A provided by AWH Syndicate 2232;

(d)the excess insurance policy with policy number W0599415PPBX provided by certain underwriters at Lloyd’s care of Beazley Solutions Limited; and

(e)the excess insurance policy with policy number CH00009041BL15A provided by XL Insurance Switzerland Ltd;

“Sellers’ Trade Marks” means any Names, in each case, owned or registered by any member of the Sellers’ Group on the Completion Date, but excluding any elements of such Names which are purely descriptive or non-distinctive and excluding any of the Owned Trade Marks;

“Senior Management Team” means, collectively, Chris McKee, Jeff Beer, Ciaran Delaney, Tony Hansel, Laura O’Brien, Steve Roberts and Martin Ford;

“Separation Asset List” means each list of InfraCo Assets or document containing details of InfraCo Assets, as listed or referred to under the heading “Separation Asset Lists” in Part 7 of Schedule 10;

“Separation Committee” has the meaning given to it in Schedule 13;

“Separation De Minimis Claim” has the meaning given to it in Part 4 of Schedule 6;

“Separation Schedules” means Schedule 10 to Schedule 18 (inclusive) of this Agreement;

“Separation Steps Plans” means the Final Separation Steps Plan dated 31 August 2021 disclosed in the Data Room at 16.1.15 relating to the steps to be taken to implement the Reorganisation;

“Serbian Additional Asset” means a Cisco router (Cisco 892FSP) included in the primary ledger of GTT Communications d.o.o. Beograd;

“SG&A” means selling, general and administrative expenses;

“Shared Infraco Claims” has the meaning given to it in Part 2 of Schedule 10;

“Shared Infraco Contracts” has the meaning given to it in Part 2 of Schedule 10;

“Shared Properties” has the meaning given to it in Schedule 17 (and “Shared Property” means any one of them);

“Shared RemainCo Claims” has the meaning given to it in Part 2 of Schedule 10;

“Shared RemainCo Contracts” has the meaning given to it in Part 2 of Schedule 10;

“Shares” means, collectively, GTT UK Shares, GTT US Shares, GTT NGS Shares and the GTT Ireland Shares, held by the Sellers in the manner as set out in Schedule 1;

“Sofia Shared Property” has the meaning given to it in Schedule 17;

“Spanish Regulatory Approval” has the meaning given in clause 4.18;

“Specific Accounting Treatments” has the meaning given in paragraph 1.1(b)(i) of Part A, Part 2 of Schedule 3;

“Specific Tax Covenant” means each of paragraphs 2.3(a), 2.3(b), 2.3(c) and 2.3(d) of Schedule 20;

“Specific Tax Covenant Claim” means a claim under a Specific Tax Covenant;

“Straddle Period” means any accounting period of a Group Company beginning before Completion and ending after Completion;

“Subsidiaries” means the direct and indirect subsidiaries of the Target Companies, short particulars of which are set out in Part 2 of Schedule 2, and each a “Subsidiary”;

“Successor Agreement” has the meaning given to it in clause 1.3(r);

“Supplier Contract” means:

(a) in respect of a Transferring InfraCo Contract or a Shared RemainCo Contract, a contract under which a member of the Sellers’ Group (other than a Group Company) contracts to receive goods and/or services from the relevant counterparty/ies; and

(b) in respect of a Transferring RemainCo Contract or a Shared InfraCo Contract, a contract under which a Group Company contracts to receive goods and/or services from the relevant counterparty/ies;

“Supplier Party” has the meaning given to it in the GTT TSA;

“Surviving Provisions” means clauses 1 (Definitions And Interpretation), 4.25 (Break-Up Fee) 12 (Announcements), 18 (Sellers’ Representative), 19 (Assignment), 13 (Confidentiality) 20 (Costs And Expenses), 22 (Variations And Waivers), 23 (Severance), 24 (Remedies), 25 (Several Liability), 26 (Entire Agreement), 28 (Third Party Rights), 29 (Notices), 33 (Governing Language), 34 (Governing Law And Jurisdiction);

“Systems Milestone” means the CMD Milestone and the Future System Milestone;

“System Milestone Completion” means the CMD Milestone Completion and the Future System Milestone Completion;

“Systems Committee” has the meaning giving to it in Schedule 13;

“Target Companies” mean together GTT UK, GTT US and each of the entities comprising GTT NGS, short particulars of which are set out in Part 1 of Schedule 2;

“Target Security” means any Guarantee, Encumbrance, InfraCo Bank Guarantees or cash deposit provided in the ordinary course of business by any Group Company (or by any provider of financing on behalf of any Group Company) in relation to the obligations to which any Group Company will be subject following completion of the Reorganisation in relation to any customer and supplier arrangements and any leasing arrangements for the purposes of the InfraCo Business to any person that is not a member of the Sellers’ Group (excluding any InfraCo Security and excluding any Identified Seller Security);

“Tax Covenant” means the covenants against Tax set out in Schedule 20 of the Agreement;

“Tax Covenant Claim” means a claim pursuant to the covenant set out in paragraph 2.1 of Schedule 20, a Reorganisation Tax Claim and/or a Specific Tax Covenant Claim;

“Tax Policies” has the meaning given to it in paragraph 8 of Part 1 of Schedule 6;

“Tax Refund” means a repayment or credit in respect of Tax paid by a Group Company and related to any period before Completion, to the extent that such repayment or credit was not taken into account in the Completion Statements as an asset, provided that a credit shall only constitute a Tax Refund if and to the extent it leads to a reduction or elimination of an obligation to make an actual payment of a liability to Tax by a Group Company;

“Tax VDD Report” means the Tax VDD Report prepared by KPMG dated 3 July 2020 in respect of the Group Companies and the InfraCo Business;

“Tax Warranties” means the statements set out in Part 3 of Schedule 5, and each a “Tax Warranty”;

“Tax Warranty Claim” means any claim made by or on behalf of a Buyer for a breach of a Tax Warranty;

“Taxation” or “Tax” means all forms of taxation, duties, imposts and levies, whether of the United Kingdom or elsewhere, including income tax (including income tax or amounts equivalent to or in respect of income tax required to be deducted or withheld from or accounted for in respect of any payment), corporation tax, advance corporation tax, capital gains tax, inheritance tax, VAT, customs and other import or export duties, excise duties, stamp duty, stamp duty reserve tax, stamp duty land tax, National Insurance and social security or other similar contributions and any interest, surcharge, penalty or fine in relation thereto (in all cases);

“Taxation Authority” means HM Revenue & Customs and any other governmental, state, federal, provincial, local, governmental or municipal authority, body or official competent to impose, administer or collect any Taxation liability whether in the UK or elsewhere in the world;

“Technical Change” means a change to the System Milestone (or to its implementation) which is not a change to the IT Separation Steps Plan, but is change to a system of a type that would customarily be notified to stakeholders by the RemainCo Business, in each case, via change management or release management processes, including patches, bug fixes, and the date the change is scheduled to be implemented;

“Technical Expert” means an expert appointed pursuant to paragraph 3 of Schedule 13;

“Termination Date” has the meaning given to it in clause 4.23;

“Termination Event” has the meaning given to it in clause 5.1;

“the date of this Agreement” means 16 October 2020;

“Third Party Valuation” has the meaning given to it in clause 3.5(a);

“Title Warranties” means the statements set out in Part 1 of Schedule 5, and each a “Title Warranty”;

“Title Warranty Claim” means any claim made by or on behalf of a Buyer for a breach of a Title Warranty;

“Trade Balances Information” has the meaning given to it in Schedule 27;

“Transaction” means the transactions contemplated by the Transaction Documents;

“Transaction Documents” means this Agreement, the Equity Commitment Letter, the Disclosure Letter, the Completion Disclosure Letter, the InfraCo TSA, the InfraCo MSA, the GTT MSA, the GTT TSA and the Material Reorganisation Documents, all of the agreed form documents and all other documents which, in each case, are entered into pursuant to this Agreement and/or any of the agreed form documents, and each a “Transaction Document”; “Transfer Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended from time to time) and any equivalent provisions under any applicable law;

“Transfer Taxes” has the meaning given to it in clause 20.2;

“Transferring InfraCo Business Properties” means the real properties which are owned, leased, licenced or otherwise held by one or more of the RemainCo Companies and are used exclusively or predominantly in connection with the InfraCo Business as set out in the Properties List and classified as such pursuant to paragraph 2.3 of Schedule 17 (and “Transferring InfraCo Business Property” means any one of them), and for the avoidance of doubt this comprises those properties which are InfraCo Business Properties but without a Group Company as tenant;

“Transferring InfraCo Claims” has the meaning given to it in Part 2 of Schedule 10;

“Transferring InfraCo Contracts” has the meaning given to it in Part 2 of Schedule 10;

“Transferring InfraCo Liabilities” means all InfraCo Liabilities held by the Sellers’ Group other than the Group Companies;

“Transferring IP Rights” has the meaning given to it in Part 2 of Schedule 10;

“Transferring IT Systems” has the meaning given to it in Part 2 of Schedule 10;

“Transferring Properties” means the Transferring InfraCo Business Properties and the Transferring RemainCo Business Properties (and “Transferring Property” means any one of them);

“Transferring RemainCo Business Properties” means the real properties which are owned, leased, licenced or otherwise held by a Group Company and are used exclusively in connection with the RemainCo Business as set out in the Properties List and classified as such pursuant to paragraph 2.3 of Schedule 17 (and “Transferring RemainCo Business Property” means any one of them);

“Transferring RemainCo Claims” has the meaning given to it in Part 3 of Schedule 10;

“Transferring RemainCo Contracts” has the meaning given to it in Part 3 of Schedule 10;

“Transferring RemainCo Liabilities” means all RemainCo Liabilities held by the Group Companies;

“UK” means the United Kingdom of Great Britain and Northern Ireland;

“US” means the United States of America;

“VAT” means:

(a)value added tax imposed pursuant to VATA 1994 and legislation and regulations similar or supplemental thereto;

(b)any tax imposed in compliance with the European Council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(c)any other tax of a similar nature, whether imposed in a member state of the European Union in substitute for, or levied in addition to, the tax referred to in (b) above, or elsewhere;

“VATA 1994” means the Value Added Tax Act 1994;

“W&I Policy” means any warranty and indemnity insurance policy issued in favour of the Buyer on or following the date of this Agreement in respect of the transactions contemplated by this Agreement (the cost of such policy being wholly for the account of the Buyer);

“Warranties” means the Title Warranties and the Business Warranties, and each a “Warranty”;

“Warranty Claim” means any claim made by or on behalf of a Buyer for a breach of a Title Warranty or a Business Warranty;

“Working Capital” means the aggregate of the amounts of the Target Companies comprising each of the line items identified in the net column headed “Working Capital” in Part C of Part 2 Schedule 3 (including (i) trade receivables and trade payables owed by and to the Sellers’ Group arising in the ordinary course of trading of the InfraCo Business other than any trade receivables and trade payables which constitute Intra-Group Financing Payables and Intra-Group Financing Receivables; (ii) all amounts that will be payable by a Group Company under the Infosys Contracts irrespective of whether such amounts have actually been invoiced; (iii) Retained RemainCo Receivables (but only to the extent expressly provided for in Schedule 3); (iv) Retained RemainCo Payables (but only to the extent expressly provided for in Schedule 3); and (v) Excluded InfraCo Payables (but only to the extent expressly provided for in Schedule 3), but excluding in all cases any items included in the Cash Amount

and/or the Debt Amount and, for the avoidance of doubt, excluding Excluded InfraCo Receivables);

“Working Capital Adjustment” means the amount by which the Completion Working Capital is greater than the Reference Working Capital (in which case such amount shall be expressed as a positive figure) or by which the Completion Working Capital is less than (or more negative than) the Reference Working Capital (in which case such amount shall be expressed as a negative figure), to be established in accordance with Schedule 3. If the Completion Working Capital is equal to the Reference Working Capital the amount of the Working Capital Adjustment shall be zero; and

“Working Capital Statement” means a statement setting out the Completion Working Capital of the Target Companies (and, to the extent expressly provided in Schedule 3, an amount in respect of the Excluded InfraCo Payables) to be provided by the Buyer to the Sellers in accordance with Schedule 3.

1.2The headings of clauses and Schedules are included for ease of reference only and shall not affect the interpretation of this Agreement.

1.3In this Agreement, unless expressly stated otherwise:

(a)references to “parties”, “clauses” and “Schedules” are references, respectively, to the parties, clauses and Schedules of this Agreement;

(b)the words “include” and “including” (or any similar term) shall not be construed as implying any limitation;

(c)general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

(d)the word “person” shall include any individual, firm, company, corporation, or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having separate legal personality);

(e)words importing one gender shall be treated as importing any gender, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(f)the words “in writing” or “written” shall include any non-transitory form of visible reproduction of words;

(g)a reference to a document “in the agreed form” means a document in a form agreed by each of the parties and:

(i)signed by or on behalf of the parties to such document; or

(ii)initialled by or on behalf of the parties (including by the Sellers’ Solicitors on behalf of the Sellers and by the Buyer’s Solicitors on behalf of the Buyer),

for the purposes of identification;

(h)the phrases “to the extent” and “to the extent that” are used to indicate an element of degree and are not synonymous with the word “if”;

(i)references to the time of day or date shall be construed as references to the time or date prevailing in London, UK;

(j)references to “£” shall be references to pounds sterling, being the lawful currency of the UK;

(k)references to “$” shall be references to U.S. Dollar, being the lawful currency of the US;

(l)references to “€” shall be references to euro, being the lawful currency member states of the European Union that have adopted and retained a common single currency through monetary union in accordance with European Union treaty law, as amended from time to time;

(m)references in any Warranty to any monetary sum expressed in pounds sterling (£) or euro (€) or U.S. Dollars ($) shall, where such sum is referable in whole or part to a particular jurisdiction, be deemed to be a reference to an equivalent amount in the local currency of that jurisdiction translated at the Exchange Rate on the date of this Agreement;

(n)where it is necessary to determine whether a monetary limit or threshold set out in Schedule 6 has been reached or exceeded (as the case may be) and the value of the relevant Claim, Tax Covenant Claim or Separation Claim, or any of the relevant Claims, Tax Covenant Claims or Separation Claims, is expressed in a currency other than euro (€), the value of each such Claim, Tax Covenant Claim or Separation Claim shall be translated into euro (€) by reference to the Exchange Rate on the date that written notification of the existence of such Claim, Tax Covenant Claim or Separation Claim is sent to the Sellers from the Buyer in accordance with paragraph 2 of Schedule 6 or, if such day is not a Business Day, on the Business Day immediately preceding such day;

(o)where any provision of this Agreement is qualified or phrased by reference to “material” or “materiality”, such reference shall, unless specified to the contrary, be construed as a reference to materiality in the context of the InfraCo Business taken as a whole and where any provision of any Warranty is qualified by reference to a material adverse effect, such reference shall be construed as a reference to a material adverse effect on the financial position and/or the financial performance of the InfraCo Business taken as a whole;

(p)a reference to a statute, statutory provision or subordinate legislation (“legislation”) is a reference to such legislation as in force at the date of this Agreement;

(q)a reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, superseded or novated (in each case, other than in breach of the provisions of this Agreement) from time to time;

(r)a reference to the Credit Agreement or the High Yield Indenture or the IBM Loans (or to any party to, or any term defined in, either of the foregoing) shall be construed in accordance with clause 1.3(q) above and in particular shall include any amendments, variations and supplements to such Credit Agreement or High Yield Indenture or the IBM Loans (as applicable) and any successor or replacement agreement(s) entered into in connection with any extension, refinancing, restructuring or replacement of the Financial Indebtedness incurred under the Credit Agreement and/or the High Yield Indenture or the IBM Loans. In the event that the Credit Agreement or the High Yield Indenture or the IBM Loans has been amended, varied, supplemented, superseded or novated or any successor or replacement(s) have been entered into (any of the foregoing being a “Successor Agreement”), references in this Agreement (in particular clause 5) to specific provisions and defined terms of the Credit Agreement

or the High Yield Indenture or the IBM Loans respectively shall be construed as references to the equivalent provisions or defined terms in the Successor Agreement(s). If such equivalent provisions or definitions do not exist in the Successor Agreement(s) (or if the Credit Agreement or High Yield Indenture or the IBM Loans is terminated and not replaced), then references in this Agreement to particular provisions and defined terms of the Credit Agreement or the High Yield Indenture or the IBM Loans shall be deemed to be references to such provisions and defined terms, as the case may be, as they existed in the Credit Agreement or High Yield Indenture or the IBM Loans (as applicable) immediately prior to entry into the Successor Agreement(s) or termination (as applicable); and

(s)a reference to a “holding company” or a “subsidiary” means a holding company or subsidiary as defined in section 1159 of the Act, save that a company shall be treated for the purposes of the membership requirement contained in sections 1159(1)(b) and (c) as a member of another company even if its shares in that other company are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. A reference to an “undertaking” shall be construed in accordance with section 1161 of the Act and a reference to a “parent company” or a “subsidiary undertaking” means, respectively, a parent company or subsidiary undertaking as defined in section 1162 of the Act, save that an undertaking shall be treated for the purposes of the membership requirement in sections 1162(2)(b) and (d) and section 1162(3)(a) as a member of another undertaking even if its shares in that other undertaking are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security.

1.4References to any English legal term or legal concept shall in respect of any jurisdiction other than England, other than where stated otherwise, be deemed to include that which most approximates in that jurisdiction to such English legal term or legal concept. This shall not affect any express terms relating to choice of law or jurisdiction.

2.SALE AND PURCHASE OF SHARES

2.1Subject to and on the terms of this Agreement on Completion each Seller shall sell (or procure to be sold) and the Buyer shall purchase the full legal and beneficial title to the Shares set opposite that Seller’s name in column (2) of the table in Schedule 1, in each case together with all rights attaching or accruing to such Shares at Completion and free from all Encumbrances.

2.2Subject to any agreement in writing between the parties to the contrary pursuant to clause 4.17 or clause 4.18, neither the Sellers nor the Buyer shall be obliged to complete the sale or purchase of any of the Shares unless all the Shares are sold and purchased in accordance with this Agreement.

2.3The Buyer may, by written notice to the Principal Seller no later than ten (10) Business Days prior to the Completion Date, elect for one or more of its Affiliates (each, a “Designated Buyer”) to purchase any of Shares from the relevant Seller in respect of such Shares. If the Buyer makes any such election, references in this Agreement to the Buyer shall be deemed to be references to the relevant Designated Buyer in respect of the relevant share transfer. The Buyer shall not be relieved of any of its obligations under this Agreement as a result of any such election.

3.CONSIDERATION

3.1Amount

The aggregate Consideration for the Shares (the “Consideration”) shall be equal to:

(a)the Aggregate Base Purchase Price; plus

(b)the Cash Amount; plus (or minus, as applicable)

(c)the Working Capital Adjustment (if any); minus

(d)the Debt Amount; minus

(e)the EBITDA Adjustment (if any); plus

(f)the Earn-Out Payment (if any).

The Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment shall be established in accordance with Schedule 3 (“Establishment of the Consideration”).

3.2Initial Purchase Price

3.3The “Initial Purchase Price” payable at Completion pursuant to the provisions of clause 7 and Schedule 3 shall be equal to:

(a)the Aggregate Base Purchase Price; minus

(b)the Deferred Consideration; plus

(c)the Estimated Cash Amount; plus (or minus, as applicable)

(d)the Estimated Working Capital Adjustment (if any); minus

(e)the Estimated Debt Amount; and minus

(f)the Estimated EBITDA Adjustment (if any).

3.4The payment of the Initial Purchase Price shall be made in Euros up to the amount of the Euro Proceeds and thereafter in U.S. Dollars. The Principal Seller shall provide a Notice (the “Payments Notice”) to the Buyer no later than eight (8) Business Days prior to Completion setting out the following:

(a)the amounts and currencies of the KeyBank Payment(s);

(b)the account details of the KeyBank bank accounts into which the KeyBank Payment(s) should be made, which shall be account(s) in the name of KeyBank and including the account name, account number, currency, sort code, SWIFT (BIC), IBAN, Bank, Bank Branch, Address and a named indivudal and their contact details for call back purposes and any further information that the Buyer may reasonably require in order to satisfy its internal compliance procedures (the “KeyBank Bank Account(s)”);

(c)the amounts and currencies of the DTC Payment(s);

(d)the account details of the DTC bank account into which the DTC Payment(s) should be made, which shall be bank account(s) in the name of DTC and including the account name, account number, currency, sort code, SWIFT (BIC), IBAN, Bank, Bank Branch, Address and a named indivudal and their contact details for call back purposes and any further information that the Buyer may reasonably require in order to satisfy its internal compliance procedures (the “DTC Bank Account(s)”); and

(e)the amounts and currencies of the GTT Payment(s),

provided that: (i) the aggregate of the amounts of the KeyBank Payment(s), the DTC Payment(s) and the GTT Payment(s) shall not exceed an amount equal to the Initial Purchase Price less the aggregate of (x) the Escrow Amount and (y) the amount, if any, equal to the Net Intra-Group Financing Receivables Payment; (ii) the aggregate of the amounts of the KeyBank Payment(s), the DTC Payment(s) and the GTT Payment(s) which are denominated in Euros shall not exceed the amount of the Euro Proceeds; (iii) the remaining aggregate of the amounts of the KeyBank Payment(s), the DTC Payment(s) and the GTT Payment(s) shall be denominated in U.S. Dollars and (iv) the KeyBank Payment(s) shall satisfy the payment and release requirements under the KeyBank Partial Release Letter and the DTC Payment(s) shall satisfy the payment and release requirements under the DTC Payoff Letter. The Notice delivered pursuant to this clause 3.4 shall not constitute the Payments Notice and shall be null and void if it does not comply with the terms of this clause 3.4 and in such case the Principal Seller shall deliver a revised Payments Notice on the following Business Day.

3.5The parties agree that the allocation of the Consideration between the Relevant Shares shall be determined after the date of this Agreement and before Completion in accordance with this clause:

(a)The Consideration shall be allocated between the Relevant Shares on the basis of a reasonable allocation in accordance with generally accepted valuation principles and reflecting the fair market value of each of the Target Companies as at the date of the independent third party valuation to be carried out by EY on behalf of the Sellers (the “Third Party Valuation”), subject to the facts and circumstances prevailing at the time of the Third Party Valuation.

(b)No later than thirty (30) Business Days prior to Completion, the Sellers shall prepare in good faith and provide a Notice to the Buyer setting out and apportioning the Aggregate Base Purchase Price for the Relevant Shares and the applicable currencies substantially in the form set out in Schedule 1 and consistent with (a) above (the “Allocation Notice”) together with all supporting materials and calculations necessary to allow the Buyer to establish the basis on which the Sellers have prepared the Allocation Notice and the allocation of the Aggregate Base Purchase Price.

(c)Within fifteen (15) Business Days of receipt of the Allocation Notice, the Buyer may, taking into account all relevant details relating to the Third Party Valuation and the value of the underlying Target Companies, submit reasonable comments on the Allocation Notice by Notice to the Sellers, together with a version of the Allocation Notice reflecting such comments (the “Buyer’s Allocation Notice”). The Sellers shall consider any such comments in good faith and to the extent that the Sellers do not agree with such comments, the parties shall thereafter work together, acting reasonably and in good faith, to resolve any disputes within ten (10) Business Days.

(d)The Sellers shall, acting reasonably and in good faith, take into account the agreed outcomes (if any) of the good faith discussions under (c) above and will, no later than ten (10) Business Days prior to Completion, provide the Buyer with a revised Allocation Notice (the “Revised Allocation Notice”) and such Revised Allocation Notice shall (in the absence of fraud or manifest error) constitute the final and binding Allocation Notice for the purpose of this Agreement.

3.6For the purpose of this clause 3 and Schedule 3, the “EBITDA Adjustment” shall be calculated as follows:

(a)if the H1 2021 Adjusted EBITDA Amount is equal to or exceeds $160,000,000, the H1 2021 EBITDA Adjustment shall be an amount equal to zero (0); and

(b)if the H1 2021 Adjusted EBITDA Amount is less than $160,000,000, the H1 2021 EBITDA Adjustment shall be an amount equal to: 13.2 times ($160,000,000 minus the

H1 2021 Adjusted EBITDA Amount) (13.2 x ($160,000,000 - the H1 2021 Adjusted EBITDA Amount)), provided that in no circumstances shall the EBITDA Adjustment under this clause 3.6(b) exceed $75,000,000 (and if the EBITDA Adjustment would, but for the foregoing, exceed that amount, then the EBITDA Adjustment shall be $75,000,000),

and the EBITDA Adjustment shall be calculated in accordance with the worked examples set out in Part D of Part 2 of Schedule 3.

3.7To enable the Buyer to monitor the likely final Cash Amount, final Debt Amount, final Working Capital Adjustment and the final EBITDA Adjustment, as soon as reasonably practicable but no later than the forty fifth (45th) Business Day following the first date of each month between 1 January 2021 and Completion, the Sellers shall deliver to the Buyer a written statement containing the amounts of the Estimated Cash Amount, the Estimated Debt Amount, the Estimated Working Capital Adjustment and the Estimated EBITDA Adjustment reflecting the Sellers’ good faith estimate of such amounts as at the end of the preceding calendar month, in each case assuming that Completion occurs on the Long Stop Date. The first written statement to be delivered under this clause shall be delivered on the forty fifth (45th) Business Day after 1 January 2021.

3.8No later than ten (10) Business Days prior to the Completion Date (unless such notice period is waived in writing by the Buyer), the Sellers shall deliver to the Buyer a written statement containing the amounts of the Estimated Cash Amount, the Estimated Debt Amount and the Estimated EBITDA Adjustment (the “Completion Estimates Statement”) in each case (i) if the Completion Date is between the fifteenth and the thirty first day of a calendar month, as at the end of the calendar month preceding the calendar month in which Completion is due to take place (the “Preceding Month”); or (ii) if the Completion Date is between the first and the fourteenth day of a calendar month, as at the end of the calendar month preceding the Preceding Month for the purpose of determining the Initial Purchase Price. The parties agree that if more recent financial data is available to the Sellers prior to the date on which the Completion Estimates Statement is due to be delivered, the parties shall work together in good faith and acting reasonably to determine whether the Completion Estimates Statement shall be provided based on the financial information as at the date set out in sub-paragraphs (i) and (ii) above or as at a later date.

3.9Without prejudice to the foregoing, the Sellers shall use commercially reasonable efforts to deliver to the Buyer (i) a written statement containing the amounts of the Estimated Cash Amount and the Estimated Debt Amount as at 31 August 2021 as soon as reasonably practicable and in any event no later than 3 September 2021 and (ii) for information purposes only, a statement setting out in reasonable detail the Working Capital as at 30 June 2021 as soon as reasonably practicable and in any event no later than 10 September 2021. Each written statement to be delivered by the Sellers under clause 3.7 or 3.8 shall be prepared in accordance with the accounting treatments set out in Part 2 of Schedule 3 and in the format set out in Parts C and D of Part 2 of Schedule 3 and be accompanied by copies of the relevant supporting accounts and information used to prepare such statement to the extent reasonable. The Trade Balances Information shall be provided by the Sellers to the Buyer in accordane with the provisions of Schedule 27. The Sellers shall keep the Buyer regularly updated with respect to the steps intended to be undertaken to repay and/or terminate the Intra-group Debt and the Sellers shall provide the Buyer with any relevant information which the Buyer may reasonably request and shall take into account the Buyer’s reasonable comments on such steps and associated documentation.

3.10Immediately following Completion and in accordance with clause 3.17:

(a)the Buyer shall procure that each relevant Group Company pays to the relevant member of the Sellers’ Group an amount equal to any Estimated Intra-Group Financing Payables and shall acknowledge on behalf of each relevant Group

Company the payment of the amount of Estimated Intra-Group Financing Receivables in accordance with clause 3.10(b); and

(b)the Sellers shall procure that each relevant member of the Sellers’ Group pays to the relevant Group Company an amount equal to any Estimated Intra-Group Financing Receivables and shall acknowledge on behalf of each relevant member of the Sellers’ Group the payment of the amount of Estimated Intra-Group Financing Payables in accordance with clause 3.10(a).

3.11Post-Completion determination of the Consideration

After the Completion Date the Parties shall determine the Consideration based on the determination of the Cash Amount, the Debt Amount, the Working Capital Adjustment (if any) and the EBITDA Adjustment (if any) in accordance with Schedule 3.

3.12Payment of any adjustment amount after Completion

No later than fifteen (15) Business Days after the Consideration has been determined in accordance with Schedule 3 (and for the purpose of this clause 3.12, disregarding from the amount of Consideration any adjustment that, pursuant to clause 3.15 and clause 3.17, is to be set-off against a corresponding adjustment to the payments to be made pursuant to clause 3.10):

(a)if the Consideration is higher than the sum of the Initial Purchase Price plus the Deferred Consideration the Buyer shall pay to the Sellers the amount by which the Consideration exceeds the sum of the Initial Purchase Price plus the Deferred Consideration; or

(b)if the Consideration is lower than the sum of the Initial Purchase Price plus the Deferred Consideration:

(i)the Buyer shall be entitled to reduce the Escrow Amount by the amount by which the sum of the Initial Purchase Price plus the Deferred Consideration exceeds the Consideration; and

(ii)if and to the extent that the amount of the Escrow Amount is insufficient to satisfy the reduction in clause (i) above, the Sellers shall pay or procure the payment by some or all of the Sellers (as the case may be) to the Buyer of the amount by which the sum of the Initial Purchase Price plus the Deferred Consideration exceeds the Consideration (or, if such amount has been satisfied in part out of the Escrow Amount, the remainder of such amount),

by (a) transferring (or procuring the transfer of) such amount to the Sellers’ Solicitors Bank Accounts in case of a payment pursuant to clause 3.12(a), or (b) reducing the amount of the Escrow Amount in case of a deduction pursuant to 3.12(b). Any payment by the Buyer under this clause shall be made in Euros up to the amount of the Euro Proceeds (to the extent the Euro Proceeds have not been satisfied in full by payment of the Initial Purchase Price) to the Sellers’ Solicitors EUR Bank Account and thereafter in U.S. Dollars to the Sellers’ Solicitors USD Bank Account and any payment by the Sellers shall be made in U.S. Dollars up to the amount of the Dollar Proceeds and thereafter in Euros.

3.13Subject to the remainder of this clause, any payment by the Sellers to the Buyer or by the Buyer to the Sellers, as the case may be under this clause 3 or for any breach of this Agreement (including any breach of warranty) or under any indemnity in this Agreement including, for the avoidance of doubt, the Tax Covenant, shall be treated as an adjustment to the Consideration (to the extent legally possible) and shall be apportioned between the Shares pro rata to the respective Base Purchase Prices for the Relevant Shares (except where such adjustment is directly referable to a particular Target Company or its Subsidiary, in

which case it shall be apportioned to that Target Company). Notwithstanding the foregoing, any payment by the Sellers to the Buyer or by the Buyer to the Sellers, as the case may be for any breach of this Agreement (including any breach of warranty) or under any indemnity in this Agreement including, for the avoidance of doubt, the Tax Covenant that is made prior to the determination of the Consideration pursuant to clause 3.11 and Schedule 3, shall (for the purposes of clause 3.11 and clause 3.12 only and not for any other purpose) not be treated as an adjustment to the Consideration.

3.14[reserved]

3.15Following determination of the Completion Statement in accordance with Schedule 3, if the amount of any Intra-Group Financing Payable and/or any Intra-Group Financing Receivable contained in the Completion Statement is greater or less than the amount included in the Estimated Cash Amount or Estimated Debt Amount (including, for the avoidance of doubt, if any additional Intra-Group Financing Payables and/or any Intra-Group Financing Receivables not previously reflected in the Intercompany Debt Schedule are identified as part of the determination of the Completion Statement), then the Sellers and the Buyer shall procure that such adjustments to the payments pursuant to clause 3.10 are made as are necessary to ensure that (taking into account such adjustments) the actual amount of each Intra-Group Financing Payable and each Intra-Group Financing Receivable has been repaid by each relevant Group Company to the relevant member of the Sellers’ Group or by the relevant member of the Sellers’ Group to the relevant Group Company, as the case may be. For the avoidance of doubt, the parties acknowledge and agree that if any adjustments to the payments pursuant to clause 3.10 are made pursuant to this clause 3.15 there will be a corresponding adjustment to the Cash Amount or the Debt Amount (as applicable) and therefore an equal and opposite adjustment to the Consideration and that such amounts shall be set-off against each other pursuant to clause 3.17, such that the net amount of cash payable by the Buyer or the Sellers in respect of such adjustments shall be zero.

3.16If, after determination of the Completion Statement and any adjustments pursuant to clause 3.15 have been made, the Principal Seller and the Buyer agree that the amount of Intra-Group Financing Payables and/or Intra-Group Financing Receivables was not correct, the Principal Seller and the Buyer shall discuss in good faith any adjustment to the payments pursuant to clause 3.10 and corresponding adjustments to the Consideration as are necessary to ensure that (taking into account such adjustments) the actual amount of each Intra-Group Financing Payable and each Intra-Group Financing Receivable has been repaid by (or on behalf of) each relevant Group Company to (or on behalf of) the relevant member of the Sellers’ Group or by (or on behalf of) the relevant member of the Sellers’ Group to (or on behalf of) the relevant Group Company, as the case may be. For the avoidance of doubt, the parties acknowledge and agree that if any adjustments are made pursuant to this clause 3.16 there will be a corresponding adjustment to the Cash Amount or the Debt Amount (as applicable) and therefore an equal and opposite adjustment to the Consideration and that such amounts shall be set-off against each other pursuant to clause 3.17, such that the net amount of cash payable by the Buyer or the Sellers in respect of such adjustments shall be zero. Neither the Principal Seller or the Buyer shall be obliged to agree to anything pursuant to this clause 3.16 that would reasonably be expected to be adverse to the Sellers’ Group (in the case of the Principal Seller) or the Buyer’s Group (in the case of the Buyer) from a legal, Tax or economic perspective. However, for the avoidance of doubt, the parties agree that no claim may be brought by any Group Company against any member of the Sellers’ Group or by any member of the Sellers’ Group against the Buyer or any Group Company in respect of any Intra-Group Financing Payables and/or any Intra-Group Financing Receivables after a payment pursuant to clause 3.10 has been made in accordance with the provisions of clause 3.17.

3.17The Buyer and the Sellers agree that: (i) the payment of the Estimated Intragroup Financing Payables pursuant to clause 3.10(a) together with any adjustments pursuant to clauses 3.15 and 3.16 shall be made by the Buyer for and on behalf of each relevant Group Company and shall be received by GTT Holdings on behalf of each relevant member of the Sellers’ Group;

(ii) the payment of the Estimated Intra-Group Financing Receivables pursuant to clause 3.10(b) together with any adjustments pursuant to clauses 3.15 and 3.16 shall be made by GTT Holdings for and on behalf of each relevant member of the Sellers’ Group and shall be received by the Buyer on behalf of each relevant Group Company; and (iii) the Buyer and GTT Holdings shall to the fullest extent possible set off the amounts payable pursuant to this clause 3.17 which, in relation to the payments to be made pursuant to clauses 3.10(a) and 3.10(b) only, shall result in the payment of a net amount by either the Buyer or GTT Holdings (as applicable) immediately following Completion. If and to the extent that there is a net amount payable by GTT Holdings to the Buyer pursuant to this clause 3.17 after setting-off the amounts payable pursuant to clauses 3.10(a) and 3.10(b) (such net amount, the “Net Intra-Group Financing Receivables Payment”), the parties agree that such amount shall be withheld by the Buyer from the payment of the Initial Purchase Price and set-off in full against GTT Holdings’ obligation to pay to the Buyer the Net Intra-Group Financing Receivables Payment, such that the payment by the Buyer of the Initial Purchase Price less the Net Intra-Group Financing Receivables payment together with such set-off in full shall be in full and final satisfaction of the payment by the Buyer to the Sellers of the Initial Purchase Price and payment by GTT Holdings to the Buyer of the Net Intra-Group Financing Receivables Payment. The parties further acknowledge and agree that any adjustments to the amounts of Intra-Group Financial Payables, Intra-Group Financial Receivables, Cash Amount, Debt Amount or Consideration pursuant to clause 3.15 and/or clause 3.16 (but pursuant to those clauses only) shall be dealt with exclusively in accordance with the terms of clause 3.15 to clause 3.18 (inclusive) and not through recourse to the Escrow Amount without the Buyer’s prior written consent.

3.18The Sellers and the Buyer agree in respect of themselves and on behalf of the members of the Sellers’ Group (in the case of the Sellers) and the Buyer’s Group (in the case of the Buyer) that the repayment of any and all Intra-Group Financing Receivables and Intra-Group Financing Payables in accordance with this clause 3 shall be in full and final settlement of such Intra-Group Financing Receivables, Intra-Group Financing Payables and any Intra-group Debt and no claim may be brought by any Group Company against any member of the Sellers’ Group or by any member of the Sellers’ Group against the Buyer or any Group Company in respect of any Intra-Group Financing Receivables and Intra-Group Financing Payables or any Intra-group Debt.

3.19The Earn-Out Payment shall be payable by the Buyer to the Sellers subject to the terms and conditions and in accordance with the provisions set out in Schedule 24.

3.20The Buyer shall pay the Deferred Consideration to the Sellers’ Solicitors USD Bank Account within twelve (12) Business Days after receipt by the Buyer of a Notice from the Principal Seller that the Plan Effective Date has occurred together with copy of the notice of the Plan Effective Date filed with the Bankruptcy Court..

4.CONDITIONS

4.1The Buyer has made a merger control analysis. Based on this analysis, the Buyer has established that the Transaction is subject to a filing with the competent authorities in each of Austria, Germany, Ireland and the United States (the “Competition Authorities”). All costs, expenses, penalties, fines and other liabilities resulting from not, or not correctly (except where the filing was defective because of incorrect information provided by the Sellers, save that the Sellers shall not be liable for any such costs where reasonable steps have been taken to prove complete and accurate information), filing in any jurisdiction where the relevant local competition authority/authorities consider that filing should have taken place shall be borne exclusively by the Buyer.

4.2The Buyer has made a regulatory analysis. Based on this analysis, the Buyer has established that the Transaction is subject to one or more filings with the competent authorities in France, Italy, Germany, Hungary, Austria, Romania, Spain, the Netherlands, Canada and the United States (the “Regulatory Authorities”). All costs, expenses, penalties, fines and liabilities

resulting from not, or not correctly (except where the filing was defective because of incorrect information provided by the Sellers, save that the Sellers shall not be liable for any such costs where reasonable steps have been taken to prove complete and accurate information), filing in any jurisdiction where the relevant local regulatory authority/authorities consider that filing should have taken place shall be borne exclusively by the Buyer. The Competition Authorities and the Regulatory Authorities shall be further referred to as the “Governmental Authorities”.

4.3The Buyer shall not, and shall procure that no member of the Buyer’s Group shall, make any filing in relation to the Transaction with any Governmental Authority (or equivalent body) whether or not identified in clauses 4.1 and 4.2 without giving the Sellers’ Representative and its advisers a reasonable opportunity to provide comments as to the making of it and to its form and content. All costs and expenses associated with any such filing shall be borne solely by the Buyer.

4.4Completion of the sale and purchase of the Shares is conditional on each of the conditions set out below being satisfied:

(a)Subject to clause 4.4(b) below, each of the Competition Authorities:

(i)notifying the parties in writing that the Transaction does not give rise to a concentration falling within the scope of the relevant competition laws; or

(ii)approving, or being deemed to approve in accordance with the relevant competition laws, the Transaction and any applicable waiting periods having expired or being terminated; or

(iii)not taking a decision within the time limits as set by the relevant competition laws, if such failure constitutes an automatic approval of the Transaction under the relevant competition laws; or

(iv)has otherwise waived the prohibition to complete the Transaction or such prohibition has been terminated; and

(b)As far as the clearance process in Austria, Germany and Ireland is concerned:

(i)in the event of a referral to the European Commission pursuant to Article 22 of the Regulation (or should it be determined that the Transaction constitutes a notifiable concentration under the Regulation):

(A)the EC approving, or being deemed to approve, the Transaction; and

(B)if a Competition Authority retains jurisdiction over any part(s) of the Transaction, such Competition Authority approving, or being deemed to approve, the Transaction under the relevant competition laws; and

(ii)as at the date when all other Conditions set out in this clause 4.4 have been satisfied or waived:

(A)the CMA's position as most recently communicated to the Buyer being that it has no further questions in respect of the Transaction or the CMA not having: (a) requested submission of a Merger Notice; (b) given notice to either party that it is commencing a Phase 1 Investigation; (c) indicated that the statutory review period in which the CMA must decide whether to make a Phase 2 Reference under section 34ZA EA02 has begun; or (d) requested information or documents under the EA02, which may indicate it is considering commencing the aforementioned review period, in each case with

respect to the Transaction or any matter arising from or relating to it; or

(B)the CMA approving the Transaction under the EA02 or failing to refer the Transaction to a Phase 2 investigation within the review period set out in section 34ZA EA02,

(the conditions in 4.4(a) and 4.4(b) above being collectively referred to as the “Competition Conditions”);

(c)Each of the Regulatory Authorities:

(i)adopting a formal decision that the Transaction does not give rise to a mandatory filing obligation within the scope of the relevant regulatory laws; or

(ii)approving, or being deemed to approve in accordance with the relevant regulatory laws, the Transaction and any applicable waiting periods having expired or being terminated; or

(iii)not taking a decision within the time limits as set by the relevant regulatory laws, if such failure constitutes an automatic approval of the Transaction under the relevant regulatory laws; or

(iv)has otherwise waived the prohibition to complete the Transaction or such prohibition has been terminated; and

(d)As at the date when all other Conditions set out in this clause 4.4 have been satisfied or waived:

(i)the UK Secretary of State not having indicated that it may or is minded to intervene pursuant Part 3 EA02 in respect of any of the arrangements contemplated in the Transaction Documents; or

(ii)in the event that the UK Secretary of State has intervened pursuant to Part 3 EA02, the UK Secretary of State indicating, on terms reasonably satisfactory to the Buyer, that it does not intend to make a Phase 2 Reference,

(the conditions in 4.4(c) and 4.4(d) above being collectively referred to as the “Regulatory Conditions”);

(e)[Reserved]

(f)the occurrence of any of the following:

(i)a German Tax Insurance Policy Assignment having been completed; or

(ii)a German Tax Replacement Insurance Policy having been obtained;

(the “German Tax Condition”);

(g)In the event that any of the Sellers and/or any member(s) of the Sellers’ Group file a Chapter 11 Case prior to the Completion Date:

(i)any incremental financing that is entered into by any of the Sellers and/or any member(s) of the Sellers’ Group prior to the Completion Date in connection with such Chapter 11 Case for the purpose of financing an in-court reorganization pursuant to chapter 11 of the Bankruptcy Code (the “DIP Financing”) shall be on terms and conditions not inconsistent with this

Agreement and the Acceptable RSA, the Acceptable PSA, or the Acceptable Sale Order, as applicable;

(the “DIP Condition”); and

(ii)the Sellers and/or the Sellers’ Group shall have:

(A)filed a motion with the Bankruptcy Court no later than three (3) days following commencement of such Chapter 11 Case in a form and substance which is reasonably acceptable to the Buyer seeking entry of an Acceptable Sale Order (as defined below) (an “Acceptable Sale Motion”);

(B)obtained an order from the Bankruptcy Court no later than twenty-one (21) days following the commencement of such Chapter 11 Case (but in any event prior to the Termination Date) in a form and substance which is reasonably acceptable to the Buyer approving the payment of the Buyer’s Restructuring Expenses and the Break-Up Fee on the terms and conditions set forth in this Agreement (the “Sale Protection Order”); and

(C)obtained an order from the Bankruptcy Court prior to the later of (x) forty-five (45) days following the commencement of such Chapter 11 Case and (y) twenty (20) days following the satisfaction or waiver of all Completion Conditions other than Regulatory Conditions (but in any event prior to the Termination Date), in a form and substance which is reasonably acceptable to the Buyer (an “Acceptable Sale Order”) providing for the following:

(1)approval of the sale of the Shares to the Buyer as contemplated in this Agreement free and clear of all claims, liens, and encumbrances, as an exercise of good faith in the Sellers’ business judgment, including the requisite findings pursuant to section 363(f) and 363(m) of the Bankruptcy Code;

(2)the assumption by the Sellers and the applicable members of the Sellers’ Group of this Agreement and the Transaction Documents, including (without limitation) each of the InfraCo TSA, the InfraCo MSA, the GTT MSA and the GTT TSA, pursuant to section 365(a) of the Bankruptcy Code, provided that the Acceptable Sale Order shall reserve and preserve all rights and defences of the Buyer and the Buyer’s Group under this Agreement and the Transaction Documents, including without limitation specific performance, and nothing contained in this Agreement shall constitute a waiver of any such rights and defences;

(3)releases of the Buyer and the relevant members of the Buyer’s Group from any and all claims and causes of action relating to this Agreement and the Transaction other than claims made under the Transaction Documents against the relevant parties thereto, in the form attached hereto as Schedule 26; and

(4)effective immediately prior to the occurrence of Completion, and pursuant to section 1112 of the Bankruptcy Code, the dismissal of the Chapter 11 Cases for those Target

Companies and Group Companies subject to the sale contemplated in this Agreement,

(the “Sale Condition”),

(the conditions in clauses 4.4(g)(i) and 4.4(g)(ii) being collectively referred to as the “Chapter 11 Conditions”); and

(h)The Buyer, the relevant members of the Buyer’s Group, the Principal Seller, the relevant members of the Sellers’ Group, and the RSA Lender Parties having entered into an RSA that is effective per its terms with respect to all such parties and has not been terminated as of the Completion Date, that provides for (1) the assumption by the Sellers and the applicable members of the Sellers’ Group of this Agreement and the Transaction Documents, including (without limitation) each of the InfraCo TSA, the InfraCo MSA, the GTT MSA and the GTT TSA and the consummation of the Transactions, (2) releases of the Buyer and the relevant members of the Buyer’s Group from any and all claims and causes of action relating to this Agreement and the Transaction other than claims made under the Transaction Documents against the relevant parties thereto, in the form attached hereto as Schedule 26, and (3) the payment of the Buyer’s Restructuring Expenses and the Break-Up Fee on terms and conditions consistent with clause 4.25 only applicable to the extent the Chapter 11 Cases are commenced prior to the Completion Date, in form and substance reasonably acceptable to the Buyer (the “RSA Condition,” and such RSA, an “Acceptable RSA”).

4.5The above conditions will be referred to as the “Conditions”.

4.6The Competition Conditions and the Regulatory Conditions

(a)The Buyer (subject to clauses 4.11(b) and 4.12), and the Sellers in relation to filings where joint or parallel submissions are required, shall use their best efforts to procure that the Competition Conditions and the Regulatory Conditions are satisfied as soon as practicable. Without prejudice to clause 4.7, the Buyer (and the Sellers, as applicable) shall:

(i)as soon as practicable make all customary and appropriate submissions, notifications or filings required to obtain the satisfaction of the relevant Governmental Authorities or, if agreed between the parties in writing as the appropriate means to progress with a particular Governmental Authority, informally engage with the relevant Governmental Authorities within the timeframe set out in this clause 4.6(a)(i) and provide all customary and appropriate supporting details;

(ii)promptly provide all information and assistance which is requested or required by any Governmental Authorities;

(iii)promptly (but in any case within one (1) Business Day) notify the Sellers’ (or, as the case may be, the Buyer’s) Representative (and promptly provide copies or, in the case of non-written communications details including where appropriate external counsel only and non-confidential versions) of any material communications with or from the Governmental Authorities relating to any relevant filings, consents, processes, clearances or actions;

(iv)communicate with any of the Governmental Authorities on material issues only after prior consultation with the Sellers’ Representative or its advisers (and taking into account any reasonable comments and requests of the Sellers and their advisers) and provide the Sellers’ (or, as the case may be, the Buyer’s) Representative and its advisers with copies of all such

submissions, notifications, filings and other communications in the form submitted or sent (or, as the case may be separate external counsel only and non-confidential versions);

(v)(without limiting (iv) above) provide the Sellers’ (or, as the case may be, the Buyer’s) Representative and its advisers with drafts (including separate external counsel only and non-confidential versions as appropriate) of all submissions, notifications, filings and other communications to any Governmental Authorities promptly and at such time as will allow the Sellers’ (or, as the case may be, the Buyer’s) Representative and its advisers a reasonable opportunity to provide comments and for the Buyer to take account of any reasonable comments of the Sellers’ (or, as the case may be, the Buyer’s) Representative and its advisers on such drafts prior to their submission;

(vi)where permitted by the relevant Governmental Authority, allow persons nominated by the Sellers’ (or, as the case may be, the Buyer’s) Representative and its advisers to attend all meetings and hearings, and participate in all material telephone or other conversations with such Governmental Authority and to make oral submissions at the meetings or in telephone or other conversations;

(vii)regularly review with the Sellers’ (or, as the case may be, the Buyer’s Representative or its advisers) the progress of any communications, notifications or filings (including, where necessary, seeking to identify appropriate conditions and/or commitments or similar measures to address any concerns identified by any Governmental Authorities) and discuss with the Sellers’ (or, as the case may be, the Buyer’s) Representative the scope, timing and tactics of any such conditions and/or commitments or similar measures with a view to obtaining the relevant clearance, consent, approval or action from any Governmental Authorities at the earliest reasonable opportunity; and

(viii)not extend any applicable waiting or review periods or enter into any agreement with any Governmental Authority to delay or not to consummate the transactions contemplated hereby to be consummated on the Completion Date, except with the prior written consent of the Sellers’ (or, as the case may be, the Buyer’s) Representative.

4.7The Sellers shall:

(a)[Reserved]

(b)promptly facilitate, and shall procure that the relevant members of the Sellers’ Group shall promptly facilitate, the Buyer having regular and ongoing access in real time to the discussions arising from or related to the Chapter 11 Conditions and/or the RSA Condition, including without limitation using commercially reasonable efforts to (1) facilitate the Buyer’s reasonable access to (a) the ad hoc group of lenders under the Credit Agreement and (b) the ad hoc group of holders of bonds under the High Yield Indenture, and (2) promptly provide the Buyer with copies of all material circulated drafts and any material supporting documentation related to the Chapter 11 Conditions and/or the RSA Condition in the possession of any member of the Sellers’ Group, which shall consist of (x) any RSA, plan support agreement, DIP Financing document, sale protection order, sale order, plan, disclosure statement, or plan supplement, (y) any motion to authorize or approve any of the foregoing, and (z) any additional documents upon reasonable request by the Buyer (in the case of this clause (z), taking into account commercial sensitivies, confidentiality obligations and legal privilege);

(c)use all reasonable efforts to ensure that the RSA Condition is satisfied as soon as reasonably practicable and in any event prior to the Termination Date (unless duly waived in accordance with this Agreement);

(d)in the event that any of the Sellers or member(s) the Sellers’ Group enter into an Acceptable PSA, use all reasonable efforts to include the Buyer and the Buyer’s Group as parties thereto; and

(e)in the event that any of the Sellers and/or any member(s) of the Sellers’ Group file a Chapter 11 Case prior to the Completion Date, use all reasonable efforts to ensure that the Chapter 11 Conditions are satisfied as soon as reasonably practicable and in any event in accordance with the deadlines imposed in clause 4.4(g) of this Agreement.

4.8The Sellers (or, as the case may be, the Buyer) shall, and shall procure that their advisers shall, promptly furnish to the Buyer (or, as the case may be, the Sellers) such necessary information and reasonable assistance as the Buyer (or, as the case may be, the Sellers) may request in connection with the satisfaction of the Conditions.

4.9The Sellers shall promptly (but in any case within one (1) Business Day) notify the Buyer (and promptly provide non-confidential copies or, in the case of non-written communications non-confidential details) of any material communications with or from the Governmental Authorities relating to any relevant filings, consents, processes, clearances or actions.

4.10The Sellers shall notify the Buyer promptly upon becoming aware that circumstances have arisen that could result in any of the Conditions not being satisfied prior to the Termination Date (as defined below) together with such details of the relevant circumstances as are in the Sellers’ possession at the relevant time.

4.11The Buyer shall:

(a)not take any action or engage in any transaction which is reasonably likely to: (i) worsen its position in respect of obtaining the approval of the relevant Governmental Authority or (ii) cause any delays in obtaining the approval of the Governmental Authority;

(b)not: (i) acquire or offer to acquire or invest in (or cause another person acting on its behalf to acquire or invest in or offer to acquire or invest in); or (ii) execute definitive transaction documentation (or cause another person acting on its behalf to execute definitive transaction documentation) that, if carried into effect, would result in the acquisition of or investment in any business the acquisition or investment in which might reasonably be expected to prejudice the satisfaction of any of the Competition Conditions or the Regulatory Conditions;

(c)ensure that no information is made public that materially deviates from the information set out in the submissions, notifications and/or filing(s) to be made or is likely to worsen the chances of obtaining approval from the Governmental Authority;

(d)answer any questions raised and handle any request made by any relevant Governmental Authority and use its best efforts to obtain the approval of such Governmental Authority as soon as practicable; and

(e)accept all conditions, obligations or other requirements, solely in relation to the InfraCo Business and/or the InfraCo Assets imposed or contained in any decision by any relevant Governmental Authority and offer such conditions and undertakings as may be required to obtain the required approval or approvals as soon as practicable, including but not limited to restructure, or dispose of the necessary activities of the InfraCo Business to satisfy such conditions, obligations or other requirements. For the

avoidance of doubt, neither the Buyer nor any member of the Buyer’s Group shall be required to offer conditions, undertakings and/or commitments or similar measures in relation to their own business or assets. However, to the extent that any conditions, obligations or other requirements, proposed, imposed or contained in any decision or communication from any relevant Governmental Authority relate to the Buyer or the Buyer’s Group’s own business, the Buyer shall be obliged to discuss and propose alternative conditions, undertakings and/or commitments or similar measures to the relevant Government Authority in relation to the InfraCo Business (and which do not relate to the Buyer or the Buyer’s Group’s own business or assets).

4.12The Buyer may waive in whole or part (a) the Regulatory Conditions in respect of the filings with the competent authorities in Austria and/or Spain; (b) the German Tax Condition; and/or (c) one or more of the Chapter 11 Conditions or the RSA Condition (and where the Buyer waives a Condition under this clause, that Condition shall be deemed satisfied for the purposes of this Agreement). For the avoidance of doubt, (x) if the RSA Condition is satisfied, the Chapter 11 Conditions shall be automatically waived for all purposes of this Agreement and (y) if an Acceptable Sale Motion is filed with the Bankruptcy Court within the time period required by clause 4.4(g)(ii)(A), the RSA Condition and the obligation in clause 4.7(c) shall be automatically waived for all purposes of this Agreement.

4.13If it becomes reasonably apparent to the Buyer (who shall inform the Sellers’ Representative of this fact together with any other relevant details) or to any Seller (who shall inform the Buyer and the other Sellers of this fact together with any other relevant details) that any Governmental Authority will only clear, consent to or approve the Transaction subject to any conditions, undertakings and/or commitments or similar measures, the Buyer or any member of the Buyer’s Group shall offer sufficient conditions, undertakings and/or commitments or similar measures, solely in relation to the InfraCo Business and/or to the InfraCo Assets, to the relevant Governmental Authority to obtain clearance, consent or approval. For the avoidance of doubt, the Buyer or any member of the Buyer’s Group shall not be required to offer conditions, undertakings and/or commitments or similar measures in relation to their own business or assets.

4.14For the avoidance of doubt, the Buyer’s compliance with any condition, obligation or other requirement imposed or contained in any decision by the Governmental Authority, or the effectuation of any offer made by the Buyer to the Governmental Authority pursuant to clauses 4.11 will not result in any change to the terms and conditions of this Agreement (including, without limitation, the Consideration) and any costs incurred in relation thereto shall be borne solely by the Buyer.

4.15The Buyer shall notify the Sellers’ Representative or its advisers promptly (but in any event within two (2) Business Days) upon becoming aware that:

(a)circumstances have arisen that could result in any of the Competition Conditions or the Regulatory Conditions not being satisfied prior to the Termination Date (as defined below) together with such details of the relevant circumstances as are in the Buyer’s possession at the relevant time; or

(b)any of the Competition Conditions or the Regulatory Conditions has been fulfilled.

4.16The Buyer shall bear all the costs and expenses incurred in connection with the filing contemplated by clause 4.6(a)(i) and the satisfaction of the Competition Condition and the Regulatory Conditions.

US Regulatory Approval

4.17In the event that the consent of the Federal Communications Commission pursuant to the Communications Act of 1934, as amended, and the Cable Landing License Act of 1921 or clearance by the Committee on Foreign Investment in the United States pursuant to Section

721 of the Defense Production Act of 1950, as amended, is reasonably likely to be materially delayed, the parties shall work together in good faith to proceed to Completion with respect to the InfraCo Non-US Group Companies as soon as reasonably practicable, including without limitation considering whether the completion and transfer of the InfraCo Non-US Group Companies can be effected promptly (but subject always to the provisions of clauses 4 to 7) and in advance of the completion and transfer of the InfraCo US Group Company. For the avoidance of doubt, nothing in this clause 4.17 shall release the Sellers from their obligation to sell and the Buyer from its obligation to purchase the InfraCo US Group Company, subject to the wider provisions of this clause 4.

Spanish Regulatory Approval

4.18In the event that the consent of the Council of Ministers or (if applicable) the General Directorate for International Trade and Investment pursuant to Article 7(bis) of Law 19/2003 of 4 July on the legal regime of capital movements and economic transactions abroad and on certain measures to prevent money laundering (“Spanish Regulatory Approval”) is reasonably likely to be materially delayed, the parties shall work together in good faith to proceed to Completion with respect to those Group Companies that can be transferred to the Buyer without the Spanish Regulatory Approval (the “InfraCo Non-Spanish Group Companies”) as soon as reasonably practicable, including without limitation considering whether the completion and transfer of the InfraCo Non-Spanish Group Companies can be effected promptly (but subject always to the provisions of clauses 4 to 7) and in advance of the completion and transfer of the remaining Group Companies. For the avoidance of doubt, nothing in this clause 4.18 shall release the Sellers from their obligation to sell and the Buyer from its obligation to purchase the Group Companies to which the Spanish Regulatory Approval relates, subject to the wider provisions of this clause 4.

German Tax Condition

4.19The Sellers shall either:

(a)procure that (i) all of the rights, title and interest of the existing policy holder under each of the German Tax Insurance Policies is validly and effectively assigned to such Group Company as the Buyer may validly elect under the terms of such policy, such that the relevant Group Company will have the full benefit of the German Tax Insurance Policies at and from Completion, (ii) written consent to such assignment has been obtained from each relevant insurer (whether or not required in connection the assignment) and (iii) legally binding written confirmation has been obtained from each relevant insurer that a valid and subsisting claim has been commenced under each relevant German Tax Insurance Policy within the relevant policy period (collectively a “German Tax Insurance Policy Assignment”). The Sellers shall be responsible for all costs and expenses in connection with such German Tax Insurance Policy Assignment; or

(b)procure that an insurance policy is obtained in the name and for the benefit of such Group Company as the Buyer may validly elect, on terms substantively equivalent to the terms of the German Tax Insurance Policies (including as to the scope of coverage of insured losses) and with a limit of liability of not less than EUR 90 million and otherwise on terms acceptable to the Buyer (acting reasonably) (a “German Tax Replacement Insurance Policy”). The Sellers shall be responsible for all costs and expenses in connection with such German Tax Replacement Insurance Policy; or

(c)elect for the Buyer to withhold an amount equal to EUR 90 million (the “German Tax Cash Collateralisation Amount”) from the Initial Purchase Price (a “German Tax Cash Collateralisation”).

4.20Where the Sellers have elected to make a German Tax Cash Collateralisation, on each occasion on which the Buyer brings a successful Tax Covenant Claim against the Sellers

pursuant to which the Sellers are or become liable under paragraph 2.3(a) of the Tax Covenant, the German Tax Cash Collateralisation Amount shall be reduced by an amount equal to the amount for which the Sellers are or become so liable and the obligations of the Sellers to make a payment to the Buyer pursuant to the Tax Covenant shall not apply to the extent the amounts so payable do not exceed the German Tax Cash Collateralisation Amount (immediately prior to the reduction).

4.21If and to the extent not already called upon pursuant to clause 4.20, the German Tax Cash Collateralisation Amount (as may have been reduced from time to time in accordance with clause 4.20) shall become payable to the Principal Seller on the earlier of: (a) the date falling six months after the date of issuance and formal notification of a Finally Determined Tax Assessment or Final Tax Court Decision from which it can be derived that the Group Companies shall not be liable for any Taxation in respect of the Phoenix/Alma Matter; and (b) ten (10) Business Days after the date of expiry of the statutory limitation period in respect of the potential claims for all liabilities in respect of Tax in respect of the Phoenix/Alma Matter. For the purposes of this clause 4.21, “Final Tax Court Decision” means a final non-appealable judgment of a German fiscal court; and “Finally Determined Tax Assessment” means a final non-appealable and binding Tax assessment which can no longer be amended.

4.22The Principal Seller shall provide regular updates to the Buyer in respect of progress towards satisfaction of the German Tax Condition.

Termination in the event of non-fulfilment

4.23The Conditions shall be satisfied as soon as practicable but in any event on or before the date falling twelve (12) calendar months after the date of this Agreement (the “Termination Date”).

4.24Subject to any agreement in writing between the parties to the contrary pursuant to clause 4.17, clause 4.18 or otherwise, this Agreement shall automatically terminate:

(a)if the Conditions are not all satisfied on or before the Termination Date; or

(b)if the Completion has not occurred prior to the Long Stop Date,

in each case, unless (i) the Sellers’ Representative and the Buyer have agreed otherwise in writing prior to any such date or (ii), in the case of (b), the Buyer has elected to extend the Termination Date in accordance with clause 4.23.

Break-Up Fee

4.25

(a)If this Agreement is terminated for any reason other than a breach by Buyer of any of its material obligations under this Agreement, the Sellers shall pay the Buyer’s Restructuring Expenses to the Buyer within five (5) Business Days of the Buyer providing to the Principal Seller documentation supporting the amount of the Buyer’s Restructuring Expenses; provided further that in the event that any of the Sellers or any member(s) of the Sellers’ Group commence a Chapter 11 Case prior to any such termination of this Agreement, the Sellers’ obligations under this clause 4.25(a) shall be subject to Bankruptcy Court approval.

(b)If this Agreement is terminated pursuant to clauses 5.1(h) (however, only to the extent that the default referred to in this clause amounts to a material breach by any Seller of any of its obligations under clause 6.2, Schedule 11, Schedule 13, Schedule 16 and Schedule 17), 5.5(a), 5.5(b), 5.5(c) (but only to the extent that the Sellers have not used all reasonable efforts to satisfy the Sale Condition) or 5.5(d), the Sellers agree that they shall be liable to the Buyer for the full amount of the Break-Up Fee immediately as of such termination, provided that payment of the Break-Up Fee by

the Sellers shall be deferred until five (5) Business Days following the earlier of the consummation of: (x) a sale of the Shares to a third party purchaser (other than the Buyer or any Affiliate of the Buyer), (y) a sale of all or substantially all of the assets for the Target Companies to a third party purchaser (other than the Buyer or any Affiliate of the Buyer) or (z) a plan of reorganization pursuant to chapter 11 of the Bankruptcy Code with respect to the Sellers and/or the member(s) of the Sellers’ Group for which Chapter 11 Cases have been commenced; provided further that in the event that this Agreement is terminated (i) pursuant to clause 5.5(c) and the Break Up Fee is not payable in connection with such termination or (ii) pursuant to clause 4.24 and as of the date of such termination the RSA Condition has not been satisfied and the Sellers and/or any member(s) of the Sellers’ Group have not commenced Chapter 11 Cases, the Buyer shall be entitled to the Break Up Fee pursuant to this clause 4.25(b) if the Sellers and/or member(s) of the Sellers’ Group (1) enter into any alternative transaction pursuant to which the Shares and/or substantially all of the assets of the Target Companies are owned, directly or indirectly, by a third party (other than the Buyer or any Affiliate of the Buyer), including without limitation a transaction or reorganization described in clauses 4.25(b)(x), 4.25(b)(y) or 4.25(b)(z), for consideration with respect to the Shares and/or the assets of the Target Companies that is of equal or greater value than the Aggregate Base Purchase Price and such alternative transaction is entered into within eighteen (18) months following the termination of this Agreement and is subsequently consummated, with the payment of the Break-Up Fee by the Sellers deferred until five (5) business days after such consummation or (2) enter into a binding sale agreement with respect to a credit bid that includes the Shares and/or substantially all of the assets of the Target Companies within eighteen (18) months following the termination of this Agreement and such credit bid transaction is subsequently consummated, with the payment of the Break-Up Fee by the Sellers deferred until five (5) business days after such consummation; provided further that in the event the Sellers or any member(s) of the Sellers’ Group commence a Chapter 11 Case prior to any such termination of this Agreement, the Sellers’ obligations under this clause 4.25(b) shall be subject to Bankruptcy Court approval. For the avoidance of doubt, the consummation of a sale pursuant to a credit bid under Bankruptcy Code section 363(k) shall constitute a sale for purposes of this clause 4.25(b);

(c)To the extent applicable, the Buyer’s right to payment of the BreakUp Fee and/or the Buyer’s right to payment of the Buyer’s Restructuring Expenses by the Sellers pursuant to this clause 4.25 shall constitute administrative expenses in any Chapter 11 Cases pursuant to Section 503(b) or 507(a)(2) of the Bankruptcy Code with priority over any and all administrative expenses of a kind specified in sections 503(b) and 507(a) of the Bankruptcy Code, but junior in priority to any super priority administrative expense claims granted in connection with any order approving the use of cash collateral and/or DIP Financing, and senior to all other administrative expenses in such Chapter 11 Cases; and

(d)In the event that the Break-Up Fee and/or the Buyer’s Restructuring Expenses become due and payable by the Sellers pursuant to the terms of this clause 4.25, the Sellers shall pay to the Buyer the Break-Up Fee and/or (as applicable) the Buyer’s Restructuring Expenses, by wire transfer of immediately available funds; provided, however, that under no circumstances shall the Sellers be obligated to pay the Break-Up Fee or the Buyer’s Restructuring Expenses more than once. Notwithstanding anything herein, but subject to the terms of any Acceptable Sale Order, upon payment by the Sellers of (1) in the case of clause 4.25(a) of this Agreement, the Buyer’s Restructuring Expenses, and/or (2) in the case of clause 4.25(b) of this Agreement, the Break-Up Fee, the Buyer shall be precluded from pursuing any other remedy against the Sellers and any member of the Sellers’ Group arising out of the termination of this Agreement, the Transaction or (as applicable) the commencement of the relevant Chapter 11 Case, at law or in equity or otherwise, provided that the payment of the Buyer’s Restructuring Expenses shall not preclude recovery pursuant

to clause 4.25(b) of this Agreement, and payment of a Break-Up Fee shall not preclude recovery pursuant to clause 4.25(a) of this Agreement. The Buyer shall not otherwise seek to otherwise obtain any recovery, judgment, or damages of any kind against the Sellers or any member of the Sellers’ Group arising out of the termination of this Agreement, the Transaction or (as applicable) the commencement of the relevant Chapter 11 Case. Having taken appropriate advice, the parties agree that the Break-Up Fee constitutes a fair and reasonable amount payable by the Sellers in the event that this Agreement is terminated pursuant to clauses 5.1(h), 5.5(a), 5.5(b), 5.5(c), or 5.5(d), being a genuine pre-estimate of the losses that the Buyer will suffer in that event (such losses being likely to include, but not be limited to, the incurrence of substantial costs and expenses, lost opportunity, reputational harm and/or adverse market reaction). The parties further irrevocably agree that the obligation to pay the Break-Up Fee (insofar as it arises) is a primary and not a secondary obligation falling upon the Sellers.

5.TERMINATION

Termination at Buyer’s election on the occurrence of certain events

5.1The Buyer may resolve (in its sole discretion) to terminate this Agreement by giving Notice thereof to the Sellers if any of the following has occurred (each a “Termination Event”):

(a)a MAC Event has occurred;

(b)[not used];

(c)[not used];

(d)[not used];

(e)a court of competent authority has issued a judgment to prohibit, enjoin, injunct, challenge or restrain the consummation of the Transaction and such judgment has not been vacated or reversed within thirty (30) Business Days;

(f)the KPMG VDD Reports have not been delivered to the Buyer prior to the KPMG VDD Reports Deadline; or

(g)the KPMG VDD Reports have been delivered to the Buyer prior to the KPMG VDD Reports Deadline but any of the following applies:

(i)(i) the KPMG VDD Reports do not reflect only non-cash changes and impacts as compared to the Original KPMG VDD Reports or (ii) the updates made to the Original KPMG VDD Reports do not relate solely to a review of the COR;

(ii)the KPMG VDD Reports reflect a decrease in the InfraCo EBITDA of more than 5% as compared to the InfraCo EBITDA for the period commencing 1 January 2019 and ending 31 December 2019 and contained in the Information Memorandum; and

(iii)KPMG is not willing to allow the Buyer and its and the Buyer’s Group’s lenders to rely on the KPMG VDD Reports;

(h)any Seller makes a deliberate and intentional default in performing or observing any of its material obligations under this Agreement (and such default is subsisting and, if capable of remedy, is not remedied to the satisfaction of the Buyer (acting reasonably) within five (5) Business Days and unless any such obligations are subject to Bankruptcy Court approval in the event that any Seller or member of the Sellers’ Group commences a Chapter 11 Case prior to the Completion and such approval has

been sought but not yet obtained), and for this purpose the Sellers’ material obligations are its obligations under clause 6.2, Schedule 11, Schedule 13, Schedule 16 and Schedule 17; or

(i)any Seller is or becomes prohibited by law from performing its obligations under this Agreement (including its obligations at Completion),

in each case:

(i)within fifteen (15) Business Days after the date on which the Buyer has become aware of the occurrence of the Termination Event (including following receipt of any Notice thereof from the Sellers) (in the case of (a), (e), (h) and (i) above; or

(ii)within twenty-one (21) Business Days after the KPMG VDD Reports Deadline (in the case of (f) and (g) above).

5.2[not used]

5.3Notice of termination of this Agreement under clause 5.1 may be given by the Buyer to the Sellers by email to the address given in clause 29.1 and such Notice by email shall be deemed to have been served at the time of transmission from or on behalf of the Buyer (irrespective of what time of day it is transmitted) and it shall not be necessary for a copy of such notice also to be delivered in any other form or by any other method. A Notice delivered under and in accordance with this clause shall be considered valid Notice of termination, clause 29.2 shall not apply to such Notice, and in the event of any inconsistency this clause shall prevail over clause 29.

Termination at Buyer’s election upon a Reorganisation Default Event

5.4The Buyer may resolve (in its sole discretion) to terminate this Agreement by giving Notice thereof to the Sellers if any of the following occurs (each a “Reorganisation Default Event”):

(a)if and only to the extent that the Reorganisation or the Transaction would constitute (or would, with the expiry of any grace period, giving of notice and/or making of any determination, constitute) an “event of default” or similar event under the Existing Debt Facilities or any documents related to any Capital Markets Debt without such consent, all Lender Consents have not been obtained prior to 31 December 2020; or

(b)if the Reorganisation Completion Obligation, pursuant to the provisions of clause 7.6, has not been satisfied prior to the Termination Date (disregarding for this purpose any Immaterial Reorganisation Default),

in each case, within fifteen (15) Business Days after:

(i)the date stated in (a) above (in the case of (a) above); or

(ii)the Termination Date (in the case of (b) above).

Automatic termination upon Seller Default

5.5This Agreement will automatically terminate upon the occurrence of a Seller Default. For the purposes of this clause, a “Seller Default” occurs if:

(a)an event of default has occurred under the Credit Agreement (including without limitation the revolving credit facility under the Credit Agreement) or the High Yield Indenture and the Principal Seller receives notice of such event of default; provided, that this Agreement shall not automatically terminate under this clause 5.5(a) if (w) in

the case of such event of default under the Credit Agreement, the Required Lenders, including the Required Revolving Lenders (each as defined in the Credit Agreement (or equivalent term in any Successor Agreement, to the extent required by such Successor Agreement)) (1) have agreed to waive the applicable event of default, or (2) (i) have agreed to forbear from exercising remedies under the Credit Agreement (or any Successor Agreement, to the extent required by such Successor Agreement), as a result of such event of default thereunder (including any waiver, amendment or other modification that has the effect of curing any such event of default) within five (5) Business Days of the Principal Seller receiving notice of such event of default and, to the extent applicable, such waiver or forbearance has not expired or terminated or (ii) if no such forbearance is in effect, have not taken any affirmative action to exercise remedies under the Credit Agreement (or any Successor Agreement, to the extent required by such Successor Agreement), (x) in the case of an event of default under the High Yield Indenture, the requisite beneficial owners of notes under the High Yield Indenture (or any Successor Agreement, to the extent required by such Successor Agreement) (1) have agreed to waive the applicable event of default or (2) (i) have agreed to forbear from exercising remedies under the High Yield Indenture (or any Successor Agreement, to the extent required by such Successor Agreement) as a result of such event of default thereunder (including any waiver, amendment or other modification that has the effect of curing any such event of default) within five (5) Business Days of the Principal Seller receiving notice of such event of default and, to the extent applicable, such waiver or forbearance has not expired or terminated or (ii) if no such forbearance is in effect, have not taken any affirmative action to exercise remedies under the High Yield Indenture (or any Successor Agreement, to the extent required by such Successor Agreement); provided that acceleration of indebtedness under the High Yield Indenture will not result in a Seller Default under this clause 5.5(a), (y) the Sellers or any members of the Sellers’ Group commence a Chapter 11 Case during the five (5) Business Day period after the Principal Seller receives notice of the applicable event of default under the Credit Agreement or the High Yield Indenture or (z) such event of default arises solely in connection with the pursuit or satisfaction of the Transaction, including the RSA Condition or Sale Condition, or arises as a result of the commencement of a Chapter 11 Case;

(b)any Seller and/or member of the Sellers’ Group enters into an RSA other than an Acceptable RSA, an Acceptable PSA or any RSA to which the Buyer or a member of the Buyers’ Group is a party;

(c)any of the Sellers and/or any member(s) of the Sellers’ Group file a Chapter 11 Case, the Sale Condition is not satisfied (to the extent not waived pursuant to the terms of this Agreement) and the Buyer has not extended the deadline by which:

(i)the Seller or a member of the Sellers’ Group must file the Acceptable Sale Motion in the Chapter 11 Cases;

(ii)the Bankruptcy Court must enter the Sale Protection Order; or

(iii)the Bankruptcy Court must enter the Acceptable Sale Order,

in each instance as set forth in clause 4.4(g)(ii) of this Agreement, provided that in the event the Sellers provide the Buyer with reasonable evidence in writing that they continue to spend all reasonable efforts to achieve expeditious satisfaction of the deadlines set forth in the Sale Condition, the Buyer shall not unreasonably withhold its consent to a written request by the Principal Seller for a ten (10) Business Day extension of a deadline set forth in clause 4.4(g)(ii), and any such further ten (10) Business Day extensions shall require additional written evidence to be provided by Sellers of the same provided in all cases that no extension of a deadline set forth in 4.4(g)(ii) shall be granted if such deadline would fall on a date following the Termination Date; or

(d)an Acceptable RSA terminates with respect to the Buyer pursuant to the terms of such Acceptable RSA (other than as a result of a breach of the applicable Acceptable RSA by the Buyer); provided, that this clause 5.5(d) shall not apply in the event that (i) the Bankruptcy Court has entered an Acceptable Sale Order prior to any such termination or (ii) the Sellers are using all reasonable efforts to satisfy the Sale Condition at the time of any such termination,

in each case unless waived in writing by the Buyer (in its discretion) within five (5) Business Days following the occurrence of such Seller Default.

Sellers to notify Buyer of termination

5.6The Sellers shall give Notice to the Buyer that a Termination Event, Reorganisation Default Event or Seller Default has occurred as soon as reasonably practicable and in any event no later than two (2) Business Days following the occurrence of such event or becoming aware of such event.

6.PRE-COMPLETION OBLIGATIONS

Pre-Completion Conduct of Business

6.1From the date of this Agreement until Completion, the Sellers shall comply with the obligations set out in Schedule 9.

Separation Schedules and Reorganisation

6.2From the date of this Agreement (including after Completion, where applicable), the provisions of the Separation Schedules and Schedule 18 shall apply. The Sellers shall use their reasonable endeavours to procure that the Reorganisation is completed prior to Completion (or, if (a) clause 7.13 applies, or (b) an Immaterial Reorganisation Default has occurred and Completion has taken place pursuant to clause 7.6, as soon as reasonably practicable after Completion) in accordance with the Separation Steps Plans and the provisions of the Separation Schedules. The Sellers shall promptly (and acting in good faith) give Notice to the Buyer upon completion of the implementation of the Reorganisation and provide all documentation and information reasonably requested by the Buyer to enable the Buyer (acting reasonably) to be satisfied that the Reorganisation Completion Obligation has been satisfied.

Information and access

6.3From the date of this Agreement until Completion, subject to applicable law and the Separation Schedules, the Sellers shall, taking into account commercial sensitivities, confidentiality obligations and legal privilege and, in each case, at the Buyer’s sole expense (provided that the Buyer shall not be responsible for the internal costs of the Sellers’ Group), use reasonable endeavours to procure that:

(a)to the extent reasonably necessary to facilitate the Transaction (including in connection with the procurement of any W&I Policy or the Alma Matter Insurance Policy), the Reorganisation or the operation of the InfraCo Business after Completion, the Buyer and its Representatives are given reasonable access to the Senior Management Team (excluding for this purpose Martin Ford) and such other persons as may be reasonably required and to the statutory and/or formalised books and records of each of the Group Companies during normal business hours on any Business Day and upon reasonable notice;

(b)the Buyer and their Representatives are given (i) updates every two weeks (to be prepared and provided by Akin Gump on behalf of the Sellers) as to the progress and outcomes of the ongoing audit and investigation in relation to the delay in the filing of

the Principal Seller’s Q2 Report being carried out by the Principal Seller and its professional advisors (the “Q2 Audit”) and (ii) reasonable access to the Principal Seller’s Group Chief Financial Officer and its professional advisors (including Akin Gump and Ankura) in relation to the Q2 Audit; and

(c)the Buyer is provided, as soon as reasonably practicable, such information regarding (i) the written statements provided by the Sellers under clauses 3.7 and 3.8 and as may be reasonably requested by the Buyer to verify if the statements or are correct, and (ii) the Q2 Audit as may be reasonably requested by the Buyer; and

(d)the Buyer is reasonably informed of any material discussions that take place between a member of the Sellers’ Group and (i) a counterparty to the Existing Debt Facilities or its advisers or (ii) any other material creditor of the Sellers’ Group or its advisers, from time to time,

in each case provided that (i) the Sellers and the Group Companies shall not be required to take any action that would be reasonably likely to disrupt in any material respect the conduct and/or operations of the InfraCo Business, (ii) all access shall be arranged by such persons as may be designated from time to time by the Sellers and the Buyer; (iii) the Buyer shall not (and shall procure that none of its representatives shall) contact any officer, employee, representative, customer, supplier or other material business relation of the InfraCo Business in connection with this Agreement without the prior written consent of the Sellers and (iv) the Sellers shall be entitled to exclude or redact any confidential information contained in the books and records that does not relate exclusively to the InfraCo Business.

Filings and rectification

6.4Subject to clause 6.5, as soon as reasonably practicable after the date of this Agreement and in any event prior to Completion, the Sellers shall use all reasonable endeavours to, at their own expense, procure that:

(a)the Identified Employee is not a director, manager or officer of any Group Company;

(b)the filings and rectification actions set out in Schedule 21; and

(c)such other filings and rectification actions material in the context of the Transaction and agreed in writing by the parties acting reasonably between the date of this Agreement and Completion,

are made or taken by the relevant Group Company prior to Completion and provide evidence thereof to the Buyer as soon as reasonably practicable thereafter.

6.5In accordance with clause 6.4, the Sellers shall use all reasonable endeavours to procure that each of the filings and rectification actions set out in Schedule 21 are made or taken by the relevant Group Company prior to Completion but, notwithstanding this obligation, the parties acknowledge and agree that it may not be practicable for those filings and rectification actions set out in Schedule 21 and categorised as Delayed Filings (the “Delayed Filings”) to be completed prior to Completion. In the event the Sellers, using all reasonable endeavours, cannot complete the Delayed Filings prior to Completion, the Sellers shall: (i) provide an update to the Buyer of the current status of the Delayed Filings at least two (2) Business Days prior to Completion; (ii) provide cooperation, assistance and information as may be reasonably required by the Buyer to complete the Delayed Filings as soon as reasonably practicable following Completion and (iii) indemnify and hold harmless the Buyer and/or the relevant Group Company (as applicable) against any Losses incurred by the Buyer and/or the relevant Group Company (as applicable) as a result of or in connection with the Delayed Filings (including any failure to make the Delayed Filings prior to any applicable deadline).

Undertakings in respect of existing financing arrangements

6.6If and only to the extent that the Reorganisation or the Transaction would constitute (or would, with the expiry of any grace period, giving of notice and/or making of any determination, constitute) an “event of default” or similar event under any of the Existing Debt Facilities or any Capital Markets Debt without such consent, the Sellers shall, prior to commencing implementation of the Reorganisation, obtain consent to the Reorganisation and/or the Transaction by the requisite number of lenders or creditors under such Existing Debt Facility or any Capital Markets Debt (each, a “Lender Consent”) in writing and provide a copy to the Buyer promptly following receipt thereof. Prior to commencing implementation of the Reorganisation, the Sellers shall determine (acting reasonably and in good faith) whether any Lender Consent is required and give Notice to the Buyer of their determination together with all information and documentation necessary to allow the Buyer to evaluate such determination. In the event that the Sellers determine that any such Lender Consent is required, they shall provide updates to the Buyer on any material development in the process for obtaining such Lender Consent.

6.7Subject to clause 6.8 below:

(a)the Sellers shall procure that, on or prior to the Completion Date, each Group Company is Discharged from all Financial Indebtedness, any Guarantees and any Encumbrances (including any Existing Financial Indebtedness, Capital Markets Debt and InfraCo Security, and all Outstanding Seller Guarantees and Encumbrances are Discharged (and any related Financing Costs)); and

(b)(without prejudice to the other remedies available to the Buyer) the Sellers shall indemnify the Buyer and the relevant members of the Buyer’s Group (including the Group Companies) against any and all Liabilities, Losses, costs, expenses and/or demands (including any Financing Costs) arising under or in connection with any Financial Indebtedness, any Guarantees and any Encumbrances (including any Existing Financial Indebtedness, Capital Markets Debt; InfraCo Security and Outstanding Seller Guarantees and Encumbrances), (and any related Financing Costs)) which are not irrevocably Discharged on or prior to Completion.

6.8Clause 6.7 above shall not apply to the following:

(a)any liabilities of a Group Company specifically agreed not to be Discharged under clause 6.7 by the Separation Committee;

(b)RemainCo Security (which shall be Discharged or replaced in accordance with clause 10) and the Target Security (which shall be permitted or Discharged in accordance with clause 10);

(c)the Microsoft Liens (which shall be permitted or Discharged in accordance with clauses 6.14 and 6.15);

(d)any amounts owing from a Group Company to another Group Company under any Intercompany Loan Agreement;

(e)any amounts owed under any Intra-group Debt; and

(f)any liability in respect of any lease or hire purchase agreement that would meet the definition of a finance or capital lease as at the date of this Agreement and which (i) is Disclosed to the Buyer in folder 10.19.1. of the Data Room and (ii) is required for the purposes of the InfraCo Business following the Reorganisation,

6.9The Sellers shall:

(a)to the extent not previously Disclosed, deliver to the Buyer all relevant documentation related to any Existing Financial Indebtedness and any InfraCo Security as soon as

reasonably practicable following the date of this Agreement and any other information or evidence that the Buyer may reasonably require in relation to the Existing Financial Indebtedness and the InfraCo Security;

(b)upon entry into any Guarantee, Encumbrance, amendment, supplement, accession, waiver, consent, release, or other material document by a Group Company after the date of this Agreement (including in relation to any Existing Financial Indebtedness and any InfraCo Security but excluding any Intra-group Debt or Intercompany Agreements) or any Successor Agreement:

(i)notify the Buyer within three (3) Business Days thereof; and

(ii)within three (3) Business Days thereof deliver to the Buyer copies of all such documents related to such amendment, supplement, accession, Guarantee, Encumbrance, waiver, consent, release, Successor Agreement or other material document;

(c)upon entry into any Capital Markets Debt and any related Encumbrances or Guarantees:

(i)within three (3) Business Days thereof notify the Buyer of such Capital Markets Debt and any related Encumbrances or Guarantees; and

(ii)within three (3) Business Days thereof deliver to the Buyer copies of all documents related to such Capital Markets Debt and any related Encumbrances or Guarantees;

(d)promptly notify the Buyer of any material event of default or acceleration event under or in connection with any Existing Debt Facilities or any Capital Markets Debt (giving reasonable details); and

(e)keep the Buyer reasonably informed of the proposed process for the Discharge of (i) the Existing Financial Indebtedness, (ii) the Capital Market Debts (if any), (iii) the InfraCo Security and (iv) any Outstanding Seller Guarantees and Encumbrances, including procuring such evidence as the Buyer may reasonably require as to the release of previous Encumbrances or Guarantees (and any filing or other action necessary or advisable in connection therewith) (together, the “Releases”).

6.10The Sellers and the Buyer shall cooperate (each acting reasonably) in respect of any comments that the Buyer (or their advisers) may have on the Sellers’ proposals and proposed timetable in respect of obtaining creditor consent to the Reorganisation and/or the Transaction, to the extent such consent is otherwise required by the terms of this Agreement.

6.11The Sellers shall use reasonable efforts to deliver to the Buyer no later than sixty (60) days prior to the Completion Date initial drafts of documentation relating to the Releases (including, but not limited to, pay-off letters, deeds of release, prepayment and redemption notices, escrow agreements, in each case, to the extent necessary or advisable to effectuate the Release, and any other document necessary or advisable to effect or complete each Release in full) (the “Release Documents”) and any other documents or evidence reasonably required by the Buyer in order to confirm the sufficiency of such documents, provided, however that, to the extent any Group Company incurs Capital Markets Debt on any date that is within sixty (60) days prior to the Completion Date, the Sellers shall provide draft Release Documents with respect thereto as soon as practicable and in any event no later than five (5) days Business Days following the entry into such Capital Markets Debt.

6.12The Sellers shall provide all reasonably required cooperation and assistance to the Buyer and the other parties to the Release Documents:

(a)to agree the final forms of the Release Documents and any other documents that the Buyer reasonably requires relating thereto (including, without limitation, supplying contact details for the relevant counterparties and such other information as may be required by either party from time to time and incorporating any such reasonable comments as the Buyer (or their providers of financing) may have thereon); and

(b)to the termination, redemption, prepayment, repayment, closing out, discharge, release, transfer, cash collateralisation (or other similar actions) in respect of the Existing Financial Indebtedness, Capital Markets Debt (if any), InfraCo Security and Outstanding Seller Guarantees and Encumbrances in order to ensure (i) all Existing Financial Indebtedness, Capital Markets Debt (if any) and InfraCo Security of any Group Company is Discharged on or prior to the Completion Date and (ii) all Outstanding Seller Guarantees and Encumbrances are Discharged, provided that (without prejudice to any obligation of the Sellers to (i) procure each Group Company is Discharged from any Financial Indebtedness, any Guarantees (other than the Target Security) and any Encumbrances and (iii) to procure the Discharge of any Outstanding Seller Guarantees and Encumbrances) no action or otherwise shall be required to be taken to the extent that such action would result in the termination of the Credit Agreement or High Yield Indenture at any time.

6.13The Sellers shall:

(a)procure that the agreed forms of Release Documents (in forms satisfactory in form and substance to the Buyer (acting reasonably)) are executed by all signatories thereto and shall deliver such executed Release Documents to the Buyer by no later than 5 p.m. (London time) on the fifth (5th) Business Day prior to the Completion Date; and

(b)take all such other actions as the Buyer may reasonably request for the purpose of: (i) giving effect to the Release Documents and the transactions contemplated by this clause 6.13 (including any necessary steps that may only be undertaken post-Completion); (ii) providing any evidence that providers of financing to the Buyer may require as to the status or release of any Encumbrance over the shares in, or assets of, any Group Company or any Guarantees (other than any Target Security) or Financial Indebtedness to which a Group Company is subject; and (iii) satisfying any obligation under the Buyer’s Financing Documents.

6.14Prior to Completion, the Sellers shall:

(a)use all reasonable endeavours to facilitate discussions and provide support to Microsoft and the Buyer’s Group in connection with the discharge of any existing arrangements under the Microsoft Liens and the entry into replacement arrangements required under or in connection with the Microsoft Liens on or prior to Completion (together, the “Microsoft Documents”), including but not limited to agreeing the final forms of any replacement Microsoft Documents; and

(b)provide all reasonably required information, cooperation and assistance to the Buyer and the other relevant parties (including any Group Company or any third party) in relation to any arrangements to be implemented under the Microsoft Documents prior to, on or following the Completion Date.

6.15The Sellers shall procure that the agreed forms of Microsoft Documents are executed by all signatories thereto (other than the Buyer) and delivered to the Buyer by no later than 5 p.m. (London time) on the fifth (5th) Business Day prior to the Completion Date and shall take all such other actions as the Buyer may reasonably request for the purpose of giving effect to the Microsoft Documents and the transactions contemplated thereby.

6.16For the avoidance of doubt, the provisions of clauses 6.9 through to 6.15 shall not apply to the Intra-group Debt, the Intercompany Loan Agreements, the Target Security and the RemainCo Security.

6.17To the extent not previously Disclosed prior to the date of this Agreement, the Sellers shall (to the extent such documentation is available) at the latest forty-five (45) Business Days prior to Completion deliver to the Buyer copies of any Intercompany Loan Agreements and any Intra-Group Debt entered into prior to the date of this Agreement and outstanding as at the time of delivery of the relevant documentation.

6.18Upon entry into any new Intercompany Loan Agreement or any new Intra-Group Debt by any Group Company (or any amendment, supplement, accession, waiver, consent, release, or other material document related to such Intercompany Loan Agreement or such Intra-Group Debt (as applicable)) by a Group Company after the date of this Agreement (including in relation to or as part of the Reorganisation), the Sellers shall within thirty (30) Business Days:

(a)notify the Buyer; and

(b)deliver to the Buyer copies of such Intercompany Loan Agreement, such Intra-Group Debt or all such documents (if available) related to any such amendment, supplement, accession, waiver, consent, release, Successor Agreement or other material document related to such Intercompany Loan Agreement or such Intra-Group Debt (as applicable).

6.19For the purpose of clauses 6.17 and 6.18 above, any notices and documents shall be deemed validly delivered if sent by or on behalf of the Sellers in accordance with clause 29.

6.20To the extent the Buyer considers it in the best interest of the InfraCo Business that any Intercompany Loan Agreement is discharged and the amounts outstanding under it are repaid prior to Completion, the Sellers shall consider the Buyer’s proposal in this respect in good faith, however, for the avoidance of doubt, the Sellers shall be under no obligation to procure that any such Intercompany Loan Agreements are discharged and repaid prior to Completion.

6.21The Sellers shall procure that, prior to or concurrently with Completion, all commitments under any Group Company Cross-Perimeter Loans are cancelled in full such that there are no on-going obligations for any Group Company to lend to any RemainCo Company. The Sellers shall procure that, following Completion, all outstanding or accrued liabilities or obligations owed by a member of the Sellers’ Group (other than a Group Company) to a Group Company as at the Completion Time in respect of intra-group trading activity and the provision of services, facilities and benefits between them (including any interest and VAT thereon, but excluding any item which falls to be included in calculating the Intra-Group Financing Receivables) shall be settled in the ordinary and usual course of business. The Buyer shall procure that, following Completion, all outstanding or accrued liabilities or obligations owed by a Group Company to a member of the Sellers’ Group (other than a Group Company) as at the Completion Time in respect of intra-group trading activity and the provision of services, facilities and benefits between them (including any interest and VAT thereon, but excluding any item which falls to be included in calculating the Intra-Group Financing Payables) shall be settled in the ordinary and usual course of business. For the avoidance of doubt, nothing in this clause 6.21 shall prevent the parties from settling the relevant balances as soon as possible after Completion.

InfraCo MSA, GTT MSA, InfraCo IP Assignment Agreement and RemainCo IP Assignment Agreement

6.22The parties agree that the InfraCo MSA and GTT MSA are all integral parts of the Transaction.

6.23The InfraCo IP Assignment Agreement, the RemainCo IP Assignment Agreement and the Licence Agreement are each in agreed form as at the date of this Agreement save that it is

acknowledged that the parties’ lawyers have not had a sufficient opportunity to clarify the drafting or, additionally in respect of the InfraCo IP Assignment Agreement and the RemainCo IP Assignment Agreement only, a reasonable opportunity to obtain tax advice in respect of them and/or legal advice in respect of the local intellectual property laws governing the rights that are the subject of them. The parties shall: (i) cooperate to agree amendments to these agreed form agreements between the date of this Agreement and Completion provided that any amendments shall not conflict with the scope of the InfraCo Assets and RemainCo Assets set out in Schedule 10; and (ii) in respect of the InfraCo IP Assignment Agreement and the RemainCo IP Assignment Agreement, also provide comments on and propose minimum modifications to the operative provisions contained in the agreed forms of each of those agreements as necessary, to reflect any mandatory legal requirements to lawfully effect the assignment mechanism in any relevant jurisdiction or to address any adverse tax consequences, in each case, as soon as reasonably practicable after the date of this Agreement. Notwithstanding anything to the contrary in this provision, under no circumstances may any comments, proposals or modifications to the agreed form InfraCo IP Assignment Agreement, RemainCo IP Assignment Agreement or Licence Agreement: (i) affect the intent and purpose of those agreements; or (ii) otherwise prevent or delay the Reorganisation. The parties, acting reasonably and in good faith, agree to consider such comments and modifications to reflect agreed changes in the forms of the agreements (and the forms of such agreements, as modified in accordance with this clause 6.23, shall be the agreed forms to be entered into as part of the Reorganisation).

Escrow

6.24The provisions of Schedule 22 shall apply from the date of this Agreement.

KPMG VDD Reports

6.25The Sellers shall:

(a)deliver to KPMG a management representation letter signed on behalf of the Principal Seller in connection with the KPMG VDD Reports; and

(b)use reasonable endeavours to procure that KPMG prepares, updates, finalises and delivers to the Sellers the KPMG VDD Reports,

in each case, as soon as reasonably practicable after the date of this Agreement and in any event no later than 8 March 2021 (the “KPMG VDD Reports Deadline”).

Alma Matter Insurance Policy

6.26The Buyer shall use reasonable endeavours to procure an insurance policy in respect of the Alma Matter (the “Alma Matter Insurance Policy”). The Buyer shall be responsible for all costs and expenses in connection with procuring the Alma Matter Insurance Policy.

Auction NDAs

6.27No later than twenty-five (25) Business Days following the date of this Agreement, (a) the Sellers shall, or shall cause the relevant members of the Sellers’ Group to, serve a “return or destroy” notice or equivalent to each counterparty under each Auction NDA and (b) the Principal Seller shall deliver to the Buyer a certificate duly executed by an officer or legal counsel of the Principal Seller confirming compliance with the requirement in limb (a).

Prepayment Notices

6.28No later than one Business Day after the date on which the last Condition is satisfied, the Sellers shall (or shall procure that the relevant members of the Sellers’ Group Shall): (i) submit to KeyBank a prepayment notice in relation to the repayment of certain indebtedness

under the Credit Agreement, in accordance with clause 2.13 of the Credit Agreement and (ii) submit to DTC a prepayment notice in relation to the prepayment of all indebtedness under the Priming Facility Credit Agreement in accordance with clause 2.13 the Priming Facility Credit Agreement.

7.COMPLETION

7.1Subject to the remainder of this clause 7, Completion of the sale and purchase of the Shares shall take place on:

(a)the date falling ten (10) Business Days after the date on which the last Condition is satisfied; or

(b)such other date and/or at such other time and place as the Sellers’ Representative and the Buyer may agree.

7.2On Completion, the Sellers and the Buyer shall perform, or procure the performance of, their respective obligations in relation to the sale and purchase of the Shares simultaneously and in accordance with and as set out in Schedule 4.

7.3The Sellers hereby irrevocably confirm that:

(a)payment of the KeyBank Payment(s) to the KeyBank Bank Account(s);

(b)payment of the DTC Payment(s) to the DTC Bank Account(s); and

(c)payment of the GTT Payment(s) to the Sellers’ Solicitors’ Bank Accounts,

shall be sufficient discharge of the Buyer’s obligation to pay the Initial Purchase Price to the Sellers under clause 7.2 and paragraph 1.18 of Part 2 of Schedule 4 and the Buyer shall not be concerned to see the application thereof or be responsible for the further distribution of any such amounts and that KeyBank, DTC and the Sellers’ Solicitors are irrevocably authorised by the Sellers to receive payment of the Initial Purchase Price in the amounts set out above in full satisfaction of the Buyer’s obligation to pay the Initial Purchase Price.

7.4The Sellers hereby confirm that the Sellers’ Solicitors are irrevocably authorised by the Sellers to receive the payment of the Deferred Considation and any adjustment amounts pursuant to clause 3.12 on the Sellers’ behalf and the receipt by the Sellers’ Solicitors of the relevant amounts shall be a sufficient discharge for the Buyer of its obligations under clause 3.12(a) clause 3.20 and the Buyer shall not be concerned to see the application thereof or be responsible for the further distribution from the Sellers’ Solicitors to each Seller.

7.5If:

(a)as at the date that all the Conditions have been satisfied or waived, the Release Documents are not in a form satisfactory to the Buyer (acting reasonably) or executed Release Documents (in a form satisfactory to the Buyer (acting reasonably)) have not been delivered to the Buyer in accordance with 6.13(a), the Buyer shall (prior to deferring Completion pursuant to clause 7.4(b)) set a new time for Completion, which shall be ten (10) Business Days after the date on which the Sellers deliver executed Release Documents (in a form satisfactory to the Buyer (acting reasonably)) pursuant to clause 6.13(a); and/or

(b)prior to or at the moment on which Completion is to be effected, for any reason either the Sellers or the Buyer does not do or does not procure to be done all those things set out in relation to it or its Group in Schedule 4 (the “Defaulting Party”), the Sellers (in the event the Defaulting Party is a Buyer) or the Buyer (in the event the Defaulting

Party is any of the Sellers) may elect (in addition and without prejudice to all other remedies available to them) to either:

(i)unilaterally set a new time for Completion, not being more than five (5) Business Days later than the original date planned for Completion (a “Deferred Completion”), in which case this clause 7.4 shall also apply to such Deferred Completion, or

(ii)effect Completion as far as practicable (without in any way limiting the other party’s rights or remedies under this Agreement or by law, to, amongst other things, claim for damages).

7.6If, at the moment on which the Deferred Completion is to be effected, for any reason either the Sellers or the Buyer has not done or have not procured to be done those things listed in: (i) paragraphs 1.1, 1.2, 1.4, 1.5, 1.6, 1.7, 1.11, 1.13 and 1.16 of Part 1 of Schedule 4 and in clauses 4.4(g), 4.4(h), 6.6 and 6.7 in case of the Sellers, and (ii) paragraphs 1.17, 1.18 and 1.19 of Part 2 of Schedule 4 in case of the Buyer (the “Material Completion Obligations”), the Sellers (in the event the Defaulting Party is the Buyer) or the Buyer (in the event the Defaulting Party is any of the Sellers) may (in addition and without prejudice to all other remedies available to it) terminate this Agreement.

7.7If, on the date on which the last of the Conditions is satisfied, for any reason the Reorganisation (other than Future System Milestone Completion) has not been implemented and completed in accordance with clause 6.2 (disregarding for this purpose any Immaterial Reorganisation Default) (the “Reorganisation Completion Obligation”), the Completion Date shall, subject to clause 7.7 and unless the parties agree otherwise in writing, be automatically deferred until after the Reorganisation Completion Obligation has been satisfied or such shorter period as agreed by the parties in writing (the “Extension Period”). During the Extension Period (i) clause 6.2 shall continue to apply to the Sellers, (ii) the parties shall work together in good faith to satisfy the Reorganisation Completion Obligation so that Completion can take place as soon as possible, and (iii) the Sellers shall provide such information and supporting documentation as is reasonably requested by the Buyer for the purpose of this clause 7.6. Where this clause applies, the parties agree to proceed to Completion as soon as possible following satisfaction of the Reorganisation Completion Obligation, provided that Completion shall not (unless otherwise agreed by the parties in writing) take place less than ten (10) Business Days following satisfaction of the Reorganisation Completion Obligation.

7.8Subject to clauses 7.8 and 7.10 or any agreement in writing between the parties to the contrary, if the Reorganisation Completion Obligation has not been satisfied on or before the Termination Date, this Agreement shall automatically terminate (unless the parties have agreed otherwise in writing on or prior to the Termination Date).

7.9If it becomes reasonably apparent that the Reorganisation Completion Obligation will not or cannot be satisfied by the Termination Date, the Buyer or (subject to the following sentence) the Sellers may resolve (in their respective sole discretion) to terminate this Agreement by giving Notice thereof to the Sellers (in the case of termination by the Buyer) or the Buyer (in the case of termination by the Sellers) (in addition and without prejudice to all other remedies available to the parties under the Transaction Documents).

7.10The Sellers shall not be entitled to terminate this Agreement under this clause 7.8(a) if the Reorganisation Completion Obligation has not been satisfied as a direct or indirect result of a deliberate, negligent or material breach of this Agreement by any Seller or any other deliberate or negligent act or deliberate or negligent omission of any Seller and (b) unless the Sellers have given not less than ten (10) Business Days’ Notice of termination under this clause and the Buyer has not elected to proceed to Completion within ten (10) Business Days of receipt of that Notice (in which case, this Agreement shall terminate upon the expiry of that ten (10) Business Day period).

7.11The Buyer may:

(a)at any time during the Extension Period; or

(b)within ten (10) Business Days’ of the Sellers’ Notice of termination under clause 7.8,

elect to waive the Reorganisation Completion Obligation, in which case Completion shall take place as soon as possible following such waiver, provided that Completion shall not (unless otherwise agreed by the parties in writing) take place less than ten (10) Business Days following the waiver of the Reorganisation Completion Obligation.

7.12For the purpose of this Agreement, the Reorganisation Completion Obligation shall be considered to have been satisfied only if the Reorganisation has been implemented and completed in accordance with clause 6.2 (disregarding for this purpose any Immaterial Reorganisation Default), and without prejudice to the foregoing and without limitation, the Reorganisation Completion Obligation shall not be considered to have been satisfied unless:

(a)the Group Companies hold or otherwise have the benefit of all InfraCo Assets (including, subject to (b) below, any InfraCo Contracts and, subject to 7.11(c) below, InfraCo Business Licences) in the manner in which the Group Companies are intended, pursuant to the terms of the Transaction Documents upon completion of the Reorganisation, to hold or otherwise have the benefit of such InfraCo Assets as contemplated by the Transaction Documents (disregarding for this purpose any Immaterial Reorganisation Default);

(b)the Group Company holds or otherwise have the benefit of:

(i)InfraCo Contracts that generate in aggregate a MRR equal to 90% of the aggregate amount of revenue generated by the InfraCo Contracts as determined by reference to MMR in the last full calendar month immediately prior to the date on which the Reorganisation Completion Obligation is being assessed) being held:

(A)as Existing InfraCo Contracts;

(B)in the case of the InfraCo Part of the Shared RemainCo Contracts and the InfraCo Part of the Shared InfraCo Contracts, under an agreement or arrangement that complies with the requirements of paragraph 1.1 or 3.1 respectively of Schedule 11 and with Contract Authorisation having been obtained for such agreement or arrangement; or

(C)in the case of Transferring InfraCo Contracts, pursuant to an effective assignment or transfer that complies with paragraph 2.1 of Schedule 11 and with Contract Authorisation having been obtained for such assignment or transfer,

(ii)RemainCo Contracts that generate in aggregate a MRR equal to 90% of the aggregate amount of revenue generated by the RemainCo Contracts as determined by reference to MMR in the last full calendar month immediately prior to the date on which the Reorganisation Completion Obligation is being assessed), being held:

(A)as Existing RemainCo Contracts;

(B)in the case of the RemainCo Part of the Shared InfraCo Contracts and the RemainCo Part of the Shared RemainCo Contracts, under an agreement or arrangement that complies with the requirements of

paragraph 2.1 1.1 or 4.1 respectively of Schedule 11 and with Contract Authorisation having been obtained for such agreement or arrangement; or

(C)in the case of Transferring RemainCo Contracts, pursuant to an effective assignment or transfer that complies with paragraph 4.1 of Schedule 11 and with Contract Authorisation having been obtained for such assignment or transfer;

(c) all PoP Contracts have been transferred with Contract Authorisation having been obtained in accordance with paragraph 15.1 of Schedule 11;

(d)the Group Companies hold or have the benefit of (including pursuant to the terms of the Transaction Documents) all the InfraCo Business Licences upon completion of the Reorganisation as contemplated by the Transaction Documents;

(e)it is legally permissible for the Parties to proceed to Completion; and

(f)CMD Milestone Completion has occurred.

7.13For the purpose of clause 7.11(a) above (but not any other part of clause 7.11), a Group Company shall not be deemed to hold or otherwise have the benefit of any InfraCo Contract in the manner in which the Group Companies are intended, pursuant to the terms of the Transaction Documents upon completion of the Reorganisation, to hold or otherwise have the benefit of such InfraCo Assets as contemplated by the Transaction Documents unless:

(a)that InfraCo Contract is an Existing InfraCo Contract or a Shared InfraCo Contract;

(b)in the case of a Shared RemainCo Contract, either (A) an arrangement is in place in accordance with paragraph 1.1 of Schedule 11 or (B) the Sellers’ Group is, has been and will be operating the InfraCo Part of the Shared RemainCo Contract in accordance with paragraph 1.2 of Schedule 11 from Completion and, if required, Contract Authorisation of the counterparty/ies to the relevant Shared RemainCo Contract under paragraph 1.3 of Schedule 11 has been obtained or is reasonably expected to be obtained prior to the Contract Long Stop Date, but not if an alternative solution is required under paragraph 1.3(b) of Schedule 11 but has not been achieved and is not reasonably expected to be achieved prior to the Contract Long Stop Date; or

(c)in the case of a Transferring InfraCo Contract, either (A) the benefit and/or burden has been assigned or transferred to the relevant Group Company (if required, with Contract Authorisation of the other counterparty/ies to the relevant Transferring InfraCo Contract in accordance with paragraph 2.1 of Schedule 11) or (B) the Sellers’ Group is, has been and will from Completion be performing its obligations in accordance with paragraphs 2.2 and 2.3 of Schedule 11 and, if required, Contract Authorisation of the counterparty/ies to the relevant Transferring InfraCo Contract has been obtained or is reasonably expected to be obtained prior to the Contract Long Stop Date, but not if an alternative solution is required under paragraph 2.3(e) of Schedule 11 but has not been achieved and is not reasonably expected to be achieved prior to the Contract Long Stop Date,

and subject in each case to (1) such InfraCo Contract being in force and effect, except where such InfraCo Contract has terminated in accordance with its terms, and (2) no counterparty to such InfraCo Contract having given notice to terminate such InfraCo Contract, except to exercise termination rights in accordance with its terms; and

(d)7.11(a) above, a Group Company shall be deemed to hold or otherwise have the burden of any RemainCo Contract otherwise than in the manner in which the Group

Companies are intended or pursuant to the terms of the Transaction Documents, upon completion of the Reorganisation, not to hold or otherwise have the burden of such RemainCo Contract as contemplated by the Transaction Documents if:

(i)in the case of a Shared InfraCo Contract, either (A) an arrangement is not in place in accordance with paragraph 3.1 of Schedule 11; or (B) the Sellers’ Group is not, has not been and/or will not be operating the RemainCo Part of the Shared InfraCo Contract in accordance with paragraph 3.2 of Schedule 11 from Completion, and, if required, Contract Authorisation of the counterparty/ies to the relevant Shared InfraCo Contract under paragraph 3.3 of Schedule 11 has not been obtained and is not reasonably expected to be obtained prior to the Contract Long Stop Date and where an alternative solution is required under paragraph 3.3 of Schedule 11 but has not been achieved and is not reasonably expected to be achieved prior to the Contract Long Stop Date; or

(ii)in the case of a Transferring RemainCo Contract, either (A) the burden has not been assigned or transferred to the relevant member of the Sellers’ Group (if required, with Contract Authorisation of the counterparty/ies to the relevant Transferring RemainCo Contract in accordance with paragraph 4.1 of Schedule 11) or (B) the Sellers’ Group is not, has not been and/or will not from Completion be performing its obligations in accordance with paragraphs 4.2 and 4.3 of Schedule 11 from Completion, and, if required, Contract Authorisation of the counterparty/ies to the relevant Transferring RemainCo Contract has not been obtained and is not reasonably expected to be obtained prior to the Contract Long Stop Date, and also where an alternative solution is required under paragraph 4.3(f) of Schedule 11 but has not been achieved and is not reasonably expected to be achieved prior to the Contract Long Stop Date,

and including in each case (1) if such RemainCo Contract is not in force and effect, except where such RemainCo Contract has terminated in accordance with its terms, and also (2) if a counterparty to such RemainCo Contract has given notice to terminate such RemainCo Contract, except to exercise termination rights in accordance with its terms

7.14If the parties proceed to Completion pursuant to clause 7.10 notwithstanding that the Reorganisation Completion Obligation has not been satisfied:

(a)the Sellers shall (without affecting any other rights or remedies available to the Buyer), unless otherwise requested by the Buyer, use all reasonable endeavours to procure (at their own cost) that the Reorganisation Completion Obligation is fulfilled and any Immaterial Reorganisation Default is remedied as soon as practicable following Completion and in any event within three (3) calendar months after and excluding the Completion Date or such other date as may be agreed between the parties in writing;

(b)until satisfaction of the Reorganisation Completion Obligation and any Immaterial Reorganisation Default have been remedied (and, for the avoidance of doubt, thereafter in accordance with their terms), the provisions of the Separation Schedules shall continue to apply to the extent not already satisfied prior to Completion; and

(c)the Buyer shall, if it makes a request under clause 7.13(a) above, provide such assistance and take such steps as the Sellers may reasonably request to enable the Sellers to comply with their obligations under that clause.

7.15Subject at all times to clauses 7.6 to 7.13 above in respect of the Reorganisation Completion Obligation, if the Defaulting Party complies with all its Material Completion Obligations, but fails to comply with any other obligation set out in Schedule 4 that is not a Material

Completion Obligation, then the Sellers (in the event the Defaulting Party is a Buyer) or the Buyer (in the event the Defaulting Party is any of the Sellers) shall be required to proceed to Completion and, to the extent that any such obligation is not complied with at Completion, the Defaulting Party shall (without affecting any other rights and remedies available to any other party) use all reasonable endeavours to procure that such obligation is fulfilled as soon as practicable following Completion and in any event within three (3) calendar months after and excluding the Completion Date.

7.16If this Agreement terminates in accordance with clause 4.24, 5.1, 5.4, 5.5, 7.5, 7.7 or 7.8 save for the Surviving Provisions, all of the provisions of this Agreement shall lapse and cease to have effect (provided that neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities of any party in respect of damages for non-performance of any obligation falling due for performance prior to such lapse and cessation).

8.SELLERS’ WARRANTIES AND INDEMNITY

8.1The Sellers jointly and severally warrant to the Buyer in terms of the Title Warranties as at the date of this Agreement and, save for the warranty set out in paragraph 1.2 of Part 1 of Schedule 5 which, provided an Acceptable RSA has been entered into or an Acceptable Sale Order has been obtained, in each case prior to Completion, shall be given only as at the date of this Agreement and subject to clause 8.2 below, immediately before Completion (by reference to the facts and circumstances existing on such date and as if references in the Titles Warranties to “the date of this Agreement” were references to the Completion Date), subject to the exclusions, limitations and qualifications set out in this clause 8, clause 24, clause 25 and Part 1 of Schedule 6.

8.2The Title Warranties set out in paragraphs 1.4 to 1.6 of Part 1 of Schedule 5 shall be given immediately before Completion pursuant to clause 8.1 above with the modifications set out below (provided that such modifications shall only apply to the extent that an Acceptable RSA or an Acceptable Sale Order has been obtained):

“1.4 Subject to Bankruptcy Court approval to the extent a Chapter 11 Case has been commenced prior to Completion, each Seller has the requisite capacity and authority to enter into and perform this Agreement and each of the other Transaction Documents to which it is or will be a party.

1.5 Each Seller has obtained all corporate and shareholder authorisations and (save for any consents and approvals to be obtained pursuant to the terms of the Reorganisation Documents (including pursuant to clause 4 of this Agreement) and Bankruptcy Court approval to the extent a Chapter 11 Case has been commenced prior to Completion) all other consents, licenses and authorisations required to empower it to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party.

1.6 All authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable each Seller to execute, deliver and (save for any consents and approvals to be obtained pursuant to the terms of the Reorganisation Documents (including but not limited to pursuant to clause 4 of this Agreement) ) and Bankruptcy Court approval to the extent a Chapter 11 Case has been commenced prior to Completion) perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.”

8.3The Principal Seller warrants to the Buyer in terms of the Business Warranties as at the date of this Agreement and immediately before Completion (by reference to the facts and circumstances existing on such date and as if references in the Business Warranties to “the date of this Agreement” were references to the Completion Date), subject to:

(a)the exclusions, limitations and qualifications set out in this clause 8, clause 24, clause 25 and Part 1 of Schedule 6;

(b)any matter Disclosed in the Disclosure Documents;

(c)in respect of the Business Warranties when warranted immediately before Completion, any matter Disclosed in the Completion Disclosure Letter but only to the extent that such matter occurred after the date of this Agreement; and

(d)any matter referred to or provided for under the terms of this Agreement or any other Transaction Document.

8.4To the extent any of the Business Warranties given as at the date of this Agreement is qualified by the expression “so far as each of the Sellers is aware” such awareness shall be confined to the actual knowledge of each Seller having made reasonable enquiries of the Senior Management Team, Steven Berns, Mike Winston, Stefan Hofland, Frederique Arnold (in respect of the Business Warranties at paragraphs 10 (Employees ) and 11 (Pensions) of Schedule 5 only) and Donna Granato (in respect of the Business Warranties at paragraphs 2 (Accounts), 3 (Events since the Accounts Date) and 12 (Properties) of Schedule 5 only) in each case as at the date of this Agreement.

8.5To the extent any of the Business Warranties when warranted immediately before Completion is qualified by the expression “so far as each of the Sellers is aware” such awareness shall be confined to the actual knowledge of each Seller having made reasonable enquiries of the Senior Management Team (excluding for this purpose Martin Ford), Stefan Hofland, Frederique Arnold (in respect of the Business Warranties at paragraphs 10 (Employees ) and 11 (Pensions) of Schedule 5 only), Donna Granato and Donald MacNeil.

8.6The Business Warranties contained in paragraphs 7, 12, 13, 14 and 15 of Schedule 5 shall be deemed to be given in respect of the InfraCo Business as a whole (whether carried on by a Group Company or a RemainCo Company as at the date of this Agreement) and not just in respect of the Group Companies.

8.7Each Warranty shall be separate and independent and, save as expressly provided, shall not be limited by reference to any other Warranty.

8.8For the avoidance of doubt, except to the extent expressly stated in the Business Warranties, no warranty, express or implied, is given in relation to any information or expression of opinion, intention or expectation or any forecast or projection contained or referred to in the Disclosure Documents.

8.9The Buyer covenants with the Sellers that any W&I Policy will include an express waiver of any rights of subrogation against each Seller (except in the event of fraud by that Seller).

8.10The Buyer covenants with the Sellers that, following procurement of any W&I Policy, it will not agree to any amendment or variation of the W&I Policy (or do anything which has a similar effect) to the extent that the liability of the Sellers thereunder or under the Warranties in this Agreement will be increased as a result of such amendments or variation.

8.11Except in the case of fraud and as against any individual or entity who has acted fraudulently, the Buyer agrees and undertakes with the Sellers that, other than pursuant to the terms of this Agreement:

(a)neither they nor any other member of the Buyer’s Group has any rights against, and will waive and shall not make any claim against, any employee, director, officer, adviser or agent of any of the Sellers or any of its Affiliates on whom the Buyer may have relied before agreeing to any term of this Agreement or before entering into this Agreement; and

(b)it will procure that as from Completion, each Group Company grants full discharge from liability to each of the directors and officers of each Group Company in relation

to any period prior to Completion and waives and does not make any claims against any such person.

8.12The Sellers shall indemnify and hold harmless the Buyer and/or the relevant Group Company (as applicable) against any Losses incurred by the Buyer and/or the relevant Group Company (as applicable) directly as a result of or in connection with the Reorganisation (including any failure by the Sellers to comply with their obligations under this Agreement in respect of the Reorganisation but excluding any Losses or obligations in respect of or relating to Tax) (the “Reorganisation Indemnity”).

8.13The Principal Seller shall prepare and provide to the Buyer no later than five (5) Business Days prior to the Completion Date a first draft of the Completion Disclosure Letter, which shall include all specific disclosures which the Principal Seller proposes to include as at that date and copies of all documents to be annexed thereto, and shall thereafter provide updated drafts regularly until provision of the final version on the Completion Date.

8.14Save in the case of fraud and except as expressly agreed otherwise under the Transaction Documents, conditional on Completion each Seller (for itself and on behalf of each member of the Sellers’ Group) undertakes to each member of the Buyer’s Group and to the Group Companies and their respective directors, officers, employees and agents to waive any rights, remedies or claims which it or any member of the Sellers’ Group may have against such directors, officers, employees and agents of any member of the Buyer’s Group or any Group Company, including but not limited to rights, remedies or claims in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by a Group Company or its directors, officers, employees or agents.

9.BUYER WARRANTIES AND UNDERTAKINGS

9.1The Buyer warrants to each of the Sellers in terms of the Buyer Warranties as at the date of this Agreement and immediately before Completion (by reference to the facts and circumstances existing on such date and as if references in the Buyer Warranties to “the date of this Agreement” were references to the Completion Date).

9.2The Buyer warrants to each Seller that it is not actually aware of any fact or circumstance that may allow it to bring a Claim of any nature against any Seller. For the purposes of this clause and Schedule 6, the actual awareness of the Buyer shall consist only of those matters of which Gautam Bhandari, Mohamed El Gazzar, Alexander Metelkin and Enrico Del Prete are actually aware as at the date of this Agreement but not any imputed or implied knowledge or awareness he or she may have had.

9.3The Buyer acknowledges and agrees that:

(a)it has performed, with the assistance of professional advisers, a due diligence investigation with respect to the Shares, the Group Companies and the InfraCo Business (the “Due Diligence Investigation”); and

(b)for the purposes of the Due Diligence Investigation, the Buyer has had (and its advisors have had) sufficient opportunity to review any and all information made available to the Buyer and its advisers, by having had, among other things:

(i)access to the Data Room;

(ii)the opportunity to submit questions and to receive answers from the Sellers on any matter that the Buyer deemed proper and necessary for the purpose of entering into the Transaction; and

(iii)access to the Senior Management Team.

9.4In the event the Buyer enters into Buyer Financing Documents after the date of this Agreement:

(a)the Buyer undertakes prior to Completion (a) not to agree waive its rights under, change, amend, assign or otherwise modify or terminate any of the Buyer Financing Documents in a manner that would materially prejudice Completion; or (b) to use the Funds for any purpose other than as contemplated by the Buyer Financing Documents, in each case including the financing of its obligations as contemplated in this Agreement;

(b)the Buyer will prior to Completion:

(i)keep the Sellers informed of material developments in respect of any equity financing process related to the Transaction; and

(ii)give the Sellers’ Representative prompt written notice of any of material event of default by any party to the Buyer Financing Documents (or any circumstances which could give rise to such material event of default) of which the Buyer becomes aware and which would be reasonably likely to materially prejudice Completion; and

(c)the Buyer will (and shall procure that each other member of the Buyer’s Group that is party to the Buyer Financing Documents will):

(i)take all actions within its sole control required to draw down the Funds and enabling it to make all payments due to be made pursuant to clause 3, clause 7 and Schedule 4 of this Agreement; and

(ii)not, and will procure that no other member of the Buyer’s Group shall, take any action or fail to take any action which would be reasonably likely to materially prejudice the ability of the Buyer to draw down the Funds on Completion in order to comply with its obligations under this Agreement.

10.CORPORATE GUARANTEES

10.1The Sellers:

(a)

(i)shall procure that any RemainCo Security is discharged (and shall ensure that any RemainCo Security remains valid and effective (unless replaced by an equivalent RemainCo Security) until it is discharged) on the date of Completion (and shall renew or replace any RemainCo Security that would otherwise lapse prior to then); and

(ii)shall not, and shall ensure than any RemainCo Company shall not, do anything that would give rise to a material breach of the terms of any RemainCo Security,

in each case to the extent that any such RemainCo Security is required by the Group Companies or the InfraCo Business; and

(b)shall not discharge, or do anything that would give rise to a material breach of the terms of, any Target Security without the prior written consent of the Buyer and otherwise in accordance with this clause 10, and shall procure that any Target Security remains valid and effective on (and shall procure that any Target Security that would otherwise lapse on or prior to) the date of Completion be renewed or replaced unless otherwise instructed in writing by the Buyer and in each case to the

extent that any such Target Security is required by the Group Companies or the InfraCo Business.

10.2As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement), the Sellers shall:

(a)to the extent not previously Disclosed, deliver to the Buyer all relevant documentation related to any RemainCo Security (including, but not limited, to documentation in relation to the relevant Secured RemainCo Contracts); and

(b)provide any other information or evidence reasonably requested by the Buyer in relation to the RemainCo Security, including contact details for the relevant beneficiaries and any other information or evidence reasonably required from time to time.

10.3The Sellers shall use all reasonable endeavours to arrange for the RemainCo Security to be terminated and discharged in full upon delivery by the Buyer of such replacements of the RemainCo Security as the Buyer may agree with the counterparties to each Secured RemainCo Contract (the “RemainCo Replacement Security”), including by providing all reasonably required cooperation and assistance to the Buyer and the other parties to RemainCo Security and the Secured RemainCo Contracts to agree the final forms of any replacement documentation in relation to each RemainCo Security with all parties thereto, no later than 5 p.m. (London time) on the fifth (5th) Business Day prior to the Completion Date.

10.4The Sellers shall:

(a)on Completion, deliver to the Buyer the signatures to the RemainCo Replacement Security of any Group Company (to the extent required) and evidence of discharge of the RemainCo Security reasonably required by the Buyer; and

(b)use commercially reasonable endeavours to take all such other actions as the Buyer may reasonably request for the purpose of giving effect to the RemainCo Replacement Security and the transactions contemplated thereby (for the avoidance of doubt, the Sellers shall not be obliged to enter into any documentation in connection with the RemainCo Replacement Security).

10.5To the extent that, following Completion, any party becomes aware of any RemainCo Security not released pursuant to clauses 10.1 to 10.4 above) or there is any RemainCo Security still outstanding (together the “Retained RemainCo Security”):

(a)that party shall promptly give Notice to the other parties that is has become aware of such Retained RemainCo Security, together with reasonable details thereof;

(b)the Buyer shall (i) use all reasonable endeavours to cancel or replace any such Retained RemainCo Security as soon as reasonably practicable after becoming aware of the existence of any such Retained RemainCo Security, and (ii) indemnify the Principal Seller and relevant members of the Sellers’ Group against any and all Liabilities, Losses, costs, expenses and/or demands arising under or in connection with the Retained RemainCo Security until they are cancelled or replaced; and

(c)each party shall provide the other with any reasonable cooperation required to enable the other party to cancel or replace any such Retained RemainCo Security.

10.6As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement or, if later, promptly upon the creation of such Target Security), the Sellers shall:

(a)to the extent not previously Disclosed, deliver to the Buyer the documentation related to any Target Security (including, but not limited to documentation in relation to the relevant InfraCo Bank Guarantees and Guaranteed InfraCo Contracts); and

(b)provide any other information or evidence reasonably requested by the Buyer in relation to the Target Security, including contact details for the for the relevant provider of financing, the relevant beneficiaries and any other information or evidence reasonably required from time to time.

10.7The Sellers shall provide all reasonably required cooperation and assistance to the Buyer and the other parties to InfraCo Bank Guarantees and the Guaranteed InfraCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction, as soon as reasonably practicable following the date of this Agreement.

10.8The Buyer shall provide all reasonably required cooperation and assistance to the Sellers and the other parties to RemainCo Bank Guarantees and the Guaranteed RemainCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction.

10.9With effect from Completion, the Buyer shall use all reasonable efforts to obtain letters of credit from the Group’s third party finance providers in order to replace the Letters of Credit and thereby cause the release of all Collateralised Cash as soon as reasonably practicable after Completion but in any event no later than sixty (60) days following the Completion Date (provided that in the event the Buyer provides the Principal Seller with reasonable evidence in writing that it continues to spend all reasonable efforts to achieve expeditious satisfaction of the obligation set out in this clause 10.9, the Principal Seller shall not unreasonably withhold its consent to a written request by the Buyer for a fifteen (15) Business Day extension of a deadline set forth in this clause 10.9, and any such further fifteen (15) Business Day extensions shall require additional written evidence to be provided by the Buyer). If but only to the extent that any Collateralised Cash is released to a member of the Buyer’s Group following Completion, the Buyer undertakes to the Principal Seller to pay to the Principal Seller all Collateralised Cash that is actually released to it (less the aggregate amount of cash collateral, if any, that the Buyer’s Group is required to provide in connection with the new letters of credit obtained pursuant to this clause 10.9) no later than five (5) Business Days following its receipt net of any reasonable fees, costs and expenses incurred solely in connection with procuring the release of such cash (and, for the avoidance of doubt, excluding any costs incurred in connection with the wider financing arrangements of the Buyer’s Group). The Sellers shall and shall procure that the relevant members of the Sellers’ Group shall provide all such information, cooperation and assistance as the Buyer shall reasonably require prior to and/or following Completion (including without limitation access to the issuers and beneficiaries of the Letters of Credit) in order to obtain new letters of credit and thereby in order to effectuate the release of such Collateralised Cash in accordance with this clause 10.9.

11.RESTRICTIVE COVENANTS

11.1Each Seller covenants with the Buyer that it shall not (and shall procure that no member of the Sellers’ Group shall), for a period of twelve (12) calendar months from Completion, solicit or entice away from any Group Company any person who is at the relevant time and at Completion an InfraCo Employee or compel any InfraCo Employee to leave his or her employment with the Buyer’s Group for the purpose of enabling a Seller or member of the Sellers’ Group to employ that InfraCo Employee in compliance with this clause.

11.2Nothing in clause 11.1 shall prohibit any Seller or member of the Sellers’ Group from:

(a)employing any person (including, but not limited to any InfraCo Employee) who responds to a recruitment or other advertisement, provided that such response was

not solicited or induced directly or indirectly by that Seller or member of the Sellers’ Group; or

(b)employing any person (including, but not limited to any InfraCo Employee) whose employment or engagement with the Buyer’s Group has been terminated, provided that such termination was not solicited or induced directly or indirectly by a Seller or member of the Sellers’ Group; and/or

(c)taking or failing to take any action which would otherwise constitute a breach of clause 11.1, provided the Buyer has given its prior written consent to such act or omission.

11.3The Buyer covenants with the Sellers that it shall not (and shall procure that no member of the Buyer’s Group shall), for a period of twelve (12) calendar months from Completion, solicit or entice away from any member of the Sellers’ Group any person who is at the relevant time an employee of the Sellers’ Group (a “Sellers’ Group Employee”) or compel any Sellers’ Group Employee to leave his or her employment with the Sellers’ Group for the purpose of enabling the Buyer or member of the Buyer’s Group to employ that Sellers’ Group Employee in compliance with this clause.

11.4Nothing in clause 11.3 shall prohibit the Buyer or member of the Buyer’s Group from:

(a)employing any person (including, but not limited to a Sellers’ Group Employee) who responds to a recruitment or other advertisement, provided that such response was not solicited or induced directly or indirectly by the Buyer or member of the Buyer’s Group; or

(b)employing any person (including, but not limited to any Sellers’ Group Employee) whose employment or engagement with the Sellers’ Group has been terminated, provided that such termination was not solicited or induced directly or indirectly by the Buyer or member of the Buyer’s Group; and/or

(c)taking or failing to take any action which would otherwise constitute a breach of clause 11.3, provided the Sellers have given their prior written consent to such act or omission.

12.ANNOUNCEMENTS

12.1Notwithstanding clause 13, no party (nor any of their respective Affiliates) shall make any announcement or issue any communication to shareholders in connection with the existence or subject matter of this Agreement (or any other Transaction Document) without the prior written approval of the Principal Seller and the Buyer (such approval not to be unreasonably withheld or delayed).

12.2The restriction in clause 12.1 shall not apply:

(a)to the press announcement to be issued by the Sellers and the Buyer on or around the date of this Agreement in the agreed form (the “Announcement”);

(b)subject to clause 13, to any communications made by or on behalf of any Group Company to any client, supplier or staff member of such Group Company; and

(c)to the extent that the announcement or communication to shareholders is required by law, by any stock exchange or any regulatory or other supervisory body or authority of competent jurisdiction, whether or not the requirement has the force of law.

12.3If the exception set out in clause 12.2(c) applies, the party making the announcement or issuing the circular shall (to the extent legally permitted and reasonably practicable) provide the other parties with copies of any such announcement in advance of the issuance.

13.CONFIDENTIALITY

13.1For the purposes of this clause 13, “Confidential Information” means:

(a)(in relation to the obligations of the Buyer) any information received directly or indirectly or held by the Buyer (or any of its Representatives) relating to a Seller and/or any of its Affiliates from time to time and, prior to Completion, any of the Group Companies or the InfraCo Business; or

(b)(in relation to the obligations of each Seller) any information received directly or indirectly or held by each Seller (or any of their Representatives) relating to the Buyer’s Group and, following Completion, the InfraCo Business; and

(c)the contents and existence of information detailed in and relating to, the provisions of, and negotiations leading to, this Agreement and the Transaction Documents,

and includes written information and information transferred or obtained orally, visually, electronically or by any other means and any information which the party has determined from information it has received including any forecasts or projections.

13.2Each of the Sellers and the Buyer shall, and shall ensure that their respective Representatives shall, maintain Confidential Information in confidence and not disclose Confidential Information to any person except: (i) as permitted by clause 12 or this clause 13; or (ii) with the prior written approval of (in the case of the Buyer disclosing) the Principal Seller or (in the case of a Seller disclosing) the Buyer.

13.3Subject to clause 13.4 below, clause 13.2 shall not prevent disclosure by a party or any of its Representatives to the extent that:

(a)disclosure is required by law or by any stock exchange or any regulatory, governmental or antitrust body (including any Taxation Authority) having applicable jurisdiction provided that, except in connection with disclosure to a Taxation Authority, the disclosing party shall first inform (in the case of the Buyer disclosing) the Seller(s) to whom the Confidential Information relates and (in the case of a Seller disclosing) the Buyer of its intention to disclose such Confidential Information and take into account the reasonable comments (to the extent received promptly and, in the case of the Buyer (acting reasonably), not considered to be restricted under or to be contrary to or incompatible with any applicable law or regulation or the rules, guidance or requirements of any regulatory or legal body or stock exchange) of (in the case of a Buyer disclosing) the Seller to whom the Confidential Information relates and (in the case of a Seller disclosing) the Buyer;

(b)disclosure is to a Taxation Authority or other professional adviser in circumstances where such disclosure is reasonably necessary for the management of the Tax affairs of a Seller, the Buyer or any of their Affiliates;

(c)disclosure is of Confidential Information which was lawfully in the possession of that party or any of its Representatives (in either case as evidenced by written records) without any obligation of secrecy prior to its being received or held (it being acknowledged that each Seller was bound by an obligation of secrecy prior to receipt of any Confidential Information from any of the Group Companies);

(d)disclosure is of Confidential Information which has previously become publicly available other than through (i) that party’s action or failure to act (or that of its

Representatives) or (ii) as a result of a breach by a party or its Representatives of any obligation of confidentiality owed to the other parties under this Agreement or the Transaction Documents;

(e)disclosure is necessary for the purpose of the satisfaction of the Conditions;

(f)disclosure is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement (or any other Transaction Document);

(g)such disclosure is made to (i) lending or hedging institutions (including hedge counterparties) of the Buyer or any of its Affiliates or arrangers of such funding (or their respective Affiliates) or rating agencies engaged by or on behalf of the Buyer, (ii) actual or potential equity finance providers or (iii) any person to whom assignment of this Agreement is permitted under clause 19.2(b) (or their respective Affiliates), in each case together with their respective directors, officers and advisers, provided, in each case, that such funding is being provided in relation to the Transaction or any refinancing or syndication of such funding;

(h)in the case of each Seller, such disclosure is made to its Affiliates and its and their respective directors, officers, partners, consultants, members or employees; or

(i)in the case of the Buyer, such disclosure is made to (a)(i) its Affiliates, (ii) direct or indirect members, partners, shareholders, investors or equityholders of the Buyer or its Affiliates or (iii) any general partner, limited partner, trustee, nominee, operator, arranger or manager of, or investment adviser to, any person under (i) or (ii) above, or (b) the respective directors, officers, partners, consultants, members or employees of the Buyer and the persons listed in (a) above,

and, in the case of disclosure under paragraphs (g), (h) and (i), such parties are under a duty of confidentiality on substantially the same terms as this clause 13.

13.4Each of the Sellers and the Buyer undertake that it (and its Representatives) shall only disclose Confidential Information as permitted by this clause 13 if it is reasonably required and, in the case of disclosures under clauses (g) and (h) above, only if the recipient is informed of the confidential nature of the Confidential Information and is subject to an obligation to keep confidential any information so disclosed.

13.5If this Agreement terminates, the Buyer shall as soon as practicable on written request by any Seller:

(a)return to such Seller all written documents and other materials relating to such Seller or its Affiliates, any Group Company or this Agreement (including any Confidential Information) which any Seller (or its Representatives) or any Group Company have provided to the Buyer (or its Representatives) without keeping any copies thereof;

(b)destroy all information or other documents derived from such Confidential Information (provided that the Buyer shall not destroy any information it is required by law, regulation or the rules of any stock exchange to retain); and

(c)so far as it is practicable to do so, expunge such Confidential Information from any computer, word processor or other device.

13.6The Confidentiality Agreement shall cease to have any force or effect from the date of this Agreement and the parties thereto shall be entitled to rely on this clause 13.

14.POST-COMPLETION ARRANGEMENTS

14.1The Buyer undertakes to the Sellers that it shall, and shall procure that each member of the Buyer’s Group shall:

(a)permit and allow, upon reasonable notice and during normal business hours, any Seller (or the employees, agents and professional advisers of any Seller) access to relevant personnel, all books, records and documents of or relating to the Taxation, legal, or regulatory affairs of the InfraCo Business and each Group Company as at Completion (“Historic Records”) and the right to inspect (and, at the relevant Sellers’ expense, take copies of) the same but solely to the extent that the relevant Seller reasonably requires access to such Historic Records for the purposes of: (i) completing any tax returns or other Tax filings including but not limited to the Pre-Completion Tax Returns and Pre-Completion Tax Documents (each as defined below); (ii) agreeing any tax returns or other Tax filings, including but not limited to the Pre-Completion Tax Returns and Pre-Completion Tax Documents, with the relevant Taxation Authority; or (iii) responding to any claim, notice, demand, assessment, letter, determination or other document issued or action taken by or on behalf of a Taxation Authority, or any other person, (as “Tax Assessment”) from which it appears that a Seller or any member of the Sellers’ Group is, or may become, subject to Tax; or (iv) complying with any applicable law or regulation or the requirements of any judicial or regulatory authority or recognised investment exchange, including but not limited to, in connection with any regulatory process, proceedings, enquiry and/or investigations (“Legitimate Purpose”); and

(b)give such information, access to personnel and other reasonable assistance as may be reasonably required by any Seller to agree or for the purposes of such Seller’s relevant tax returns, tax filings or any Tax Assessment, dispute with the relevant Taxation Authority or any Legitimate Purpose,

provided that any such Historic Records and information may, at the reasonable election of the Buyer, be redacted in respect of any information reasonably deemed to be commercially sensitive.

14.2Each Seller undertakes to the Buyer in respect of itself and each member of the Sellers’ Group on the terms of clause 14.1 mutatis mutandis as if references therein to “a Seller” or “any Seller” were references to “a Buyer” or “any Buyer” and as if references therein to “each Group Company” were references to “each member of the Sellers’ Group” and as if references therein to “InfraCo Business” were references to “RemainCo Business”.

14.3On or prior to Completion, the Sellers shall obtain on behalf of the Group and fully pay for, at the Sellers’ expense and at no expense to the beneficiaries, non-cancellable “tail” insurance policies with a claims period for at least six (6) years (the “D&O Tail Policy”) from and after Completion from insurance carriers with the same or better claims paying ability ratings as the Group’s current insurance carriers with respect to directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (together, the “D&O Insurance”), for the persons who are or were prior to Completion covered by the Group’s existing D&O Insurance (“Existing D&O Insurance”), with terms, conditions, retentions and levels of coverage at least as favourable as the Group’s existing D&O Insurance with respect to matters existing or occurring at or prior to Completion (including in connection with this Agreement or the Transaction). The Buyer undertakes to the Sellers that it shall not take or omit to take (and shall procure that each member of the Buyer’s Group shall not take or omit to take) any action which has the effect of invalidating the D&O Tail Policy.

14.4Save for any rights under the Sellers’ Tax Insurance Policies, the Buyer acknowledges and agrees that as from the Completion Date all insurance cover provided in relation to or for the benefit of the Group Companies shall be terminated or shall no longer provide coverage to the Group Companies, and no third party shall have any liability or responsibility under such

policies after the Completion Date, provided that the Group Companies shall be entitled to the proceeds of claims already made prior to Completion in relation to the InfraCo Business in relation to events that (i) have occurred prior to the Completion Date and (ii) in relation to events that have occurred prior to the Completion Date in relation to the InfraCo Business in respect of which a claim may be made under an “occurrence based” insurance policy and which is notified by the Buyer to the Seller’s Representative after Completion, the Sellers shall (to the extent permitted under the relevant policy and applicable law) permit that Group Company to pursue such claim and the Sellers shall procure that any monies actually received by the Sellers’ Group (and not paid to a Group Company or the Buyer Group by the relevant insurer) in respect of such claim (less any reasonable out of pocket expenses incurred by the Sellers’ Group in connection with such claim) are paid to that Group Company as soon as practicable after receipt; provided that the Sellers’ Group shall not be required to pay any money or assume any obligation in connection with the foregoing.

14.5On Completion, the Sellers shall obtain on behalf of the Sellers’ Group and fully pay for, at the Sellers’ expense and at no expense to the beneficiaries, directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (together, the “GTT D&O Insurance”), for InfraCo Employees who were prior to Completion covered by the Existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favourable as the Existing D&O Insurance with respect to matters existing or occurring at or prior to Completion (including in connection with this Agreement or the Transaction) and with no exclusions relating to any InfraCo Employee. The Sellers undertake to the Buyer that they shall not take or omit to take (and shall procure that each member of the Sellers’ Group shall not take or omit to take) any action which has the effect of invalidating the GTT D&O Insurance.

15.EMPLOYEES

15.1From the date of this Agreement, Schedule 16 shall apply, and the Sellers shall procure that the relevant members of the Sellers’ Group and, to the extent that the provisions apply before Completion, the Group Companies, observe and perform those provisions of Schedule 16 as are expressed to be observed and performed by them.

15.2In the event that the Buyer determines (acting reasonably) that there are reasonable grounds to consider that any of the Agreed Officers are involved or implicated in any misconduct in relation to the maintenance of inaccurate books/records, insufficient accounting control or other forms of accounting misconduct or in respect of any alleged illegality arising out of or in connection with the Q2 Report, the Q2 Audit or the matters to which the Q2 Audit relates, then:

(a)if the above applies before Completion, the Sellers shall, if the Buyer so requests by giving Notice:

(i)either:

(A)if the relevant individual is an InfraCo Group Company Employee, procure that such relevant individual is treated as a RemainCo Employee for the purposes of Schedule 16; or

(B)if the relevant individual is an InfraCo Non-Group Company Employee, cease to treat such individual as an InfraCo Non-Group Company Employee and accordingly paragraph 1 of Part B of Schedule 16 shall not apply and the Sellers shall procure that the individual does not transfer to a Group Company; and

(ii)in the case of both (i)(A) and (i)(B) above, paragraph 9 of Schedule 16 shall apply in respect of each InfraCo Employee vacancy arising as a consequence of the above; or

(b)if the above applies after Completion (or before Completion but the Sellers have not complied with their obligations under (a) above prior to Completion or the Buyer have not given Notice before Completion under (a) above), the Buyer may procure that the relevant individual is no longer employed or engaged by a Group Company.

15.3For the purpose facilitating the matters contemplated in clause 15.2, the Sellers agree to delay, so far as possible and subject at all times to applicable law, any action required to be taken under Schedule 16 in respect of the individuals referred to in clause 15.2 so that such actions take place as close as possible to the Completion Date.

15.4In the case of both clauses 15.2(a) and 15.2(b), the Sellers shall be responsible for, and shall indemnify the Buyer and each member of the Buyer’s Group (including, after Completion, any Group Company) against, any liabilities, losses, costs, expenses, demands or sums:

(a)arising out of or in connection with the termination of the relevant individual’s employment or the relevant individual transferring to a RemainCo Company or not transferring to a Group Company (as applicable) (including all amounts referred to in paragraphs 12 and 13 of Schedule 16 in respect of such individual); and

(b)payable to or in relation to the relevant individual under their contract of employment to the date of termination of the relevant individual’s employment (if applicable) (whether before or after Completion and including all amounts referred to in paragraphs 12 and 13 of Schedule 16).

15.5In the event of any inconsistency, clauses 15.2, 15.3 and 15.4 shall prevail over Schedule 16.

15.6Provided the Buyer gives Notice to the Sellers at least twenty (20) Business Days prior to Completion, the Sellers shall procure that the individuals listed as directors of the Group Companies in Schedule 2 are removed and replaced at Completion, in accordance with the Buyer’s directions.

16.TAX FILINGS AND ELECTIONS

16.1The Sellers, or their duly authorised agents, shall until Completion, in respect of all accounting periods of any Group Company ending on or before Completion (each a “Pre-Completion Tax Period”), at the relevant Group Company’s cost, use reasonable endeavours to:

(a)prepare the Tax returns and computations of the Group Company to the extent that they relate to a Pre-Completion Tax Period (the “Pre-Completion Tax Returns”) and deliver each such Pre-Completion Tax Return to the Buyer at least fifteen (15) Business Days prior to the due date for its submission to the relevant Taxation Authority or, if the due date has passed prior to the date of this Agreement, as soon as reasonably practicable thereafter; and

(b)prepare on behalf of each such Group Company, as relevant, all claims, elections, surrenders, disclaimers, notices and consents to the extent that these have been assumed in the preparation of the Accounts, the Completion Balance Sheet or Completion Statement and, until Completion and subject to paragraph 10 of Part 1 of Schedule 6 and paragraph 9 of Part 2 of Schedule 6, deal with all matters relating to the Pre-Completion Tax Returns, including any correspondence or negotiations (the “Pre-Completion Tax Documents”) and deliver all Pre-Completion Tax Documents to the Buyer at least fifteen (15) Business Days prior to the date such Pre-Completion Tax Documents are required to be submitted to the relevant Taxation Authority or, if such date has passed prior to the date of this Agreement, as soon as reasonably practicable thereafter.

16.2Unless the parties agree in writing otherwise, to the extent that, following Completion, any of the Pre-Completion Tax Returns or Pre-Completion Tax Documents have not been prepared

and/or delivered to the Buyer in accordance with clause 16.1 (each a “Delayed Pre-Completion Tax Return” or “Delayed Pre-Completion Tax Document”, as the case may be), the parties shall treat each such Delayed Pre-Completion Tax Returns and Delayed Pre-Completion Tax Documents as if they were tax returns (or other documents) arising from a Straddle Period, such that clause 16.5 will apply to such returns and documents, save that the reasonable fees properly incurred in good faith by the Buyer or Group Company (as applicable) with respect to the preparation, etc. of any such Delayed Pre-Completion Tax Return or Delayed Pre-Completion Tax Document shall be paid by the Sellers within thirty (30) days of Seller’s receipt of an invoice from the Buyer or Buyer’s agent.

16.3Subject to clause 16.5, the Buyer shall, or shall procure that the relevant Group Company shall, authorise, sign and submit to the relevant Taxation Authority any Pre-Completion Tax Return or Pre-Completion Tax Document without amendment or with such amendments as the Buyer may reasonably require and agree with the Sellers, or their duly authorised agents, in writing prior to submission.

16.4The Sellers shall until Completion procure that:

(a)the Buyer is kept fully informed of the progress of all material matters relating to the Taxation affairs of the Group Companies in relation to the Pre-Completion Tax Periods;

(b)the Buyer receives copies of, or extracts from, all material written correspondence to, or from, any Taxation Authority insofar as it is relevant to the matters referred to in clause 16.4(a) above; and

(c)the Buyer is consulted fully in relation to the matter referred to in clause 16.4(a) above and any reasonable comments of the Buyer or its duly authorised agent are taken into account in relation to such matters.

16.5The Buyer, or its duly authorised agents, shall from Completion, in respect of a Straddle Period, at the relevant Group Company’s cost and expense, use reasonable endeavours to:

(a)prepare the Tax returns and computations of the relevant Group Company (insofar as they relate to the part of the Straddle Period prior to Completion) in a manner that:

(i)in relation to transfer pricing, is consistent with the Final Transfer Pricing Adjustments agreed pursuant to clause 16.7; and

(ii)in relation to all matters other than transfer pricing, is consistent with past practice insofar as it might reasonably be expected to materially affect the liability to Tax of the Sellers’ Group or the liability of the Sellers under this Agreement (and save to the extent required by law or generally accepted accounting practice applicable to a Group Company at Completion),

provided that no Group Company shall be required to adopt any position in such a Tax return or computation to the extent the Buyer considers, in its reasonable opinion, such position to be false, misleading or inaccurate in any material respect;

(b)deliver all such returns and computations to the Sellers as soon as practicable and, in any case, at least fifteen (15) Business Days prior to their submission to the relevant Taxation Authority;

(c)promptly submit such returns and computations to the relevant Taxation Authority after taking into account all reasonable comments of the Sellers, or their duly authorised agent, in respect of the part of the Straddle Period prior to Completion or which otherwise relate to matters which could affect the Sellers’ liability under this

Agreement received at least five (5) Business Days prior to the submission of such return or computation; and

(d)deal with all matters relating to the Straddle Period returns including the conduct of all related negotiations and correspondence with the relevant Taxation Authority, provided that it shall keep the Sellers fully and promptly informed of all material matters relating to the Straddle Period returns or negotiations insofar as they relate to the part of the Straddle Period prior to Completion or otherwise relate to matters which could affect the Sellers’ liability under this Agreement and will provide the Sellers with:

(i)copies of all relevant correspondence and documentation relating to all such matters; and

(ii)copies of all relevant documents in the Buyer’s or the relevant Group Company’s possession or control in relation to that matter.

16.6The Buyer agrees that it shall not, and shall procure that no person shall, make any claim, election, surrender, disclaimer, notice or consent with respect to any Group Company in connection with the transactions effected and/or contemplated by to this Agreement without the prior written agreement of the Sellers (not to be unreasonably delayed or withheld), including but not limited to an election pursuant to section 338(g) of the Code with respect to any Group Company which is a non U.S. corporation within the meaning of Section 7701(a)(5) of the Code

16.7The parties agree that, as soon as reasonably practicable after Completion:

(a)the Principal Seller shall, acting reasonably and in good faith, calculate and submit to the Buyer in writing (including by e-mail) a draft of the transfer pricing adjustments allocable to each Group Company for:

(i)the period beginning 1 January 2021 and ending on the Completion Date (the “Draft 2021 Transfer Pricing Adjustments”); and

(ii)any period prior to 1 January 2021 in connection with the restatement of the Principal Seller’s publicly filed, consolidated, US-GAAP based financial statements (the “Draft Restatement Transfer Pricing Adjustments”, and together with the 2021 Transfer Pricing Adjustments, the “Draft Transfer Pricing Adjustments”),

together with copies of the relevant supporting accounts, documentation and information used to prepare the Draft Transfer Pricing Adjustments; and

(b)the Buyer and the Principal Seller shall work together in good faith and acting reasonably to agree the final amount of the transfer pricing adjustments (which shall, once agreed in writing by or on behalf of both the Buyer and the Principal Seller, constitute the “Final Transfer Pricing Adjustments”).

16.8The Sellers agree to use reasonable commercial efforts to:

(a)cooperate with the Buyer in providing information in respect of the Group in respect ofany Pre-Completion Tax Period or Straddle Period (including, for the avoidance of doubt, in respect of any transfer pricing adjustments in such periods), that is not in the possession of the Group at Completion, and that is necessary for completing and finalising any tax returns or dealing with the Tax affairs of the Group, the Buyer or its Affiliates in respect of a Pre-Completion Tax Period or the Straddle Period; and

(b)provide the Buyer with such reasonable assistance as may be required to enable the Buyer to discharge its obligations or exercise its rights in respect of the Delayed Pre-Closing Tax Returns and Delayed Pre-Closing Tax Documents (including, for the avoidance of doubt, in respect of any transfer pricing adjustments in such periods).

17.TAX

The provisions of Schedule 20 shall take effect from Completion, subject to the exclusions, limitations and qualifications set out therein.

18.SELLERS’ REPRESENTATIVE

18.1Each Seller hereby appoints the Principal Seller to be the Sellers’ representative (the “Sellers’ Representative”) and authorises it to take all such action as this Agreement expressly provides to be taken by the Sellers’ Representative, including to receive Notices on behalf of each Seller.

18.2The Sellers may jointly at any time appoint a different person to act as the Sellers’ Representative and the Sellers’ Representative may elect no longer to act as such, provided that in each such case, the Sellers jointly appoint a replacement and give written notice to the Buyer within five (5) Business Days of such new appointment.

19.ASSIGNMENT

19.1Subject to clause 2.3 and 19.2, no party shall be entitled to assign, transfer, charge, sub-contract, delegate, create any trust or otherwise deal with the benefit or burden of any provision of this Agreement without the prior written consent of (i) in the case of an assignment by a Seller, the Buyer and (ii) in the case of an assignment by the Buyer, the Sellers’ Representative.

19.2This Agreement and the benefits arising under it may (by giving written notice to each other party) be assigned and, in the case of clauses (b) and (d) of this paragraph 19.2, charged or made subject to a trust, in whole or in part by:

(a)any Sellers to any member of the Sellers’ Group (provided that if such assignee ceases to be a member of the Sellers’ Group, the Sellers shall procure that this Agreement and the benefits arising under it are assigned back to the Sellers or another member of the Sellers’ Group immediately prior to such cessation);

(b)(i) the Buyer to lending or hedging institutions or other creditors or any member of their respective groups (including funds and hedge counterparties) or any security agent or trustee acting on their behalf as security agent, in each case for any financing, syndication or refinancing in respect of the Transaction (including any additional facilities and hedging made available in connection with such financing, syndication or refinancing) and (ii) also to any other financial or hedging institution or other creditors by way of security for the borrowings of the Buyer resulting from any refinancing of the borrowings made under (i) above or to any person entitled to enforce such security or to any transferee under a valid enforcement of such security, but so that, in the case of both (i) and (ii) above and notwithstanding any such assignment(s), the Sellers may, unless they receive written notice of enforcement of the relevant security interest, deal with the Buyer in connection with all matters arising under this Agreement;

(c)the Buyer to any member of the Buyer’s Group to whom that Buyer transfers any of the Shares (provided that if such assignee ceases to be a member of the Buyer’s Group, that Buyer shall procure that this Agreement and the benefits arising under it are assigned back to that Buyer or another member of the Buyer’s Group immediately prior to such cessation); and

(d)any Seller to a financial institution as security where (and only to the extent) it is required to provide such security under the GTT Third Party Debt Arrangements,

in each case, provided that (i) the liability of any party to such assignee shall be no greater, nor more likely, than it would have been had such assignment not taken place, (ii) the assignee, chargee or trustee is not (A) the subject of any actual, threatened or reasonably antiticipated insolvency or similar proceedings or (B) a Sanctioned Person, and (iii) all the rights, benefits and protections afforded to a party shall continue to apply to the benefit of that party as against the assignee as they would have applied as against the assignor.

19.3

(a)The Sellers undertake to ensure that following Completion:

(i)the members of the Sellers’ Group that are parties to the Key Transaction Documents from time to time (the “Seller Parties”) shall all remain under common ownership and control until such time as, with respect to any Key Transaction Document, such Key Transaction Document expires or terminates in accordance with its terms, unless any applicable third party transferee agrees that the terms of the Key Transaction Document(s) (including without limitation any set-off provisions) will be complied with, notwithstanding that the relevant parties are no longer under common ownership and/or control (and subject to the remaining provisions of this clause 19.3); and

(ii)no member of the Sellers’ Group shall undertake any disposal, dividend or distribution of share capital or assets to a third party (excluding the sale of products and inventory in the ordinary course of business) (a “Corporate Transaction”) unless either:

(A)the Sellers’ Group would continue to hold at least a majority by value of the share capital and assets of the Sellers’ Group (taken as a whole and by reference to the share capital and assets of the Sellers’ Group immediately after Completion) following Completion of such Corporate Transaction; or

(B)the aggregate net asset value (including for example cash, cash equivalents, marketable securities and fixed assets but excluding for the avoidance of doubt goodwill) of the Seller Parties to each of the Key Transaction Documents (measured on an aggregate basis (without duplication) with respect to all of the Seller Parties to a Key Transaction Document) or the applicable third party transferee(s) (together with any guarantor thereof which may be added by the Seller Parties or any third party transferee in the future) would be at least EUR 200,000,000 following completion of such Corporate Transaction.

(b)For purposes of this clause 19.3, a Corporate Transaction shall not include any ordinary course dividend or distribution by a Seller Party (or applicable third party) of its net income (excluding the proceeds from any Corporate Transaction, whether received directly or from another member of the Sellers’ Group). For the avoidance of doubt, nothing in this clause 19.3 shall restrict any change of control of the Principal Seller by way of a sale of the Principal Seller’s equity (provided that the Principal Seller retains 100% of the assets and liabilities of the Sellers’ Group at the applicable time as part of such sale).

(c)The Sellers undertake to notify the Buyer at least 20 Business Days in advance of the consummation of any Corporate Transaction which is material in the context of the

Seller Parties and to provide the Buyer with such details as the Buyer may reasonably request in writing in order to evidence the Sellers’ compliance with this clause 19.3 including, if requested by the Buyer, a compliance certificate duly signed by an officer of the Seller Parties confirming the Sellers’ compliance with this clause 19.3. This clause 19.3 is given in favour of the members of the Buyer’s Group, and the Sellers acknowledge and accept that it is necessary in order to give the Buyer’s Group the full benefit of the Key Transaction Documents and to ensure so far as possible that the ongoing financial standing of the Seller Parties is not diminished and each Seller undertakes to the Buyer that it will not (and will procure that no member of the Sellers’ Group will) take any action which is intended to frustrate such objective.

19.4Any purported assignment, transfer, charging, sub-contracting, delegation, declaration of trust or dealing in contravention of this clause 19 shall be ineffective.

20.COSTS AND EXPENSES

20.1Except as otherwise provided for in this Agreement, each of the parties shall pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each other Transaction Document, save that this clause shall not prejudice the right of any party to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement or another Transaction Document.

20.2The Buyer shall bear all stamp duties, stamp duty land tax, notarial fees, sales taxes, transfer taxes or other similar Taxes (“Transfer Taxes”) payable as a result of the transactions contemplated by this Agreement (other than Transfer Taxes incurred in respect of the Reorganisation, which shall be the responsibility of the Sellers), and shall be solely responsible for arranging the payment of any such Transfer Taxes.

20.3Subject to clause 20.4, the Sellers’ Group shall bear all the costs and expenses incurred (whether incurred prior to or following Completion) in connection with the implementation and completion of the Reorganisation and for the avoidance of doubt this shall include, but not be limited to, all the costs and expenses incurred by the Group Companies, the InfraCo Business, the Buyer and the Buyer’s Group in connection with the Reorganisation.

20.4The Sellers shall bear all costs and expenses incurred (whether incurred prior to or following Completion) in connection with the implementation and completion of the CMD Milestone and the Future System Milestone (including, for the avoidance of doubt, all costs and expenses in connection with the Infosys Contracts to the extent not already taken into account in the Completion Statements, including in the Completion Working Capital). The Buyer and the Group Companies shall bear their own incidental out-of-pocket costs and expenses associated with the implementation and completion of the CMD Milestone and the Future System Milestone.

21.PAYMENTS AND NO SET-OFF

21.1Save as otherwise set out in this Agreement (including in Schedule 23), all payments to be made under this Agreement shall be made in full without any set-off or counterclaim and free from any deduction or withholding, save as may be required by law, in which event such deduction or withholding shall not exceed the minimum amount which it is required by law to deduct or withhold.

21.2If a payor is required to deduct or withhold any amount of or in respect of Tax from any payment under this Agreement, other than the payment of any amount of Consideration for the purchase of the Shares by the Buyer, the amount to be paid to the payee by the payor shall be increased to such amount as will ensure that the net amount received by the payee after such deduction or withholding has been taken into account is equal to the full amount

which would have been received and retained by the payee had the amount not been subject to deduction or withholding and any amounts withheld (including any amounts in respect of the Consideration) shall be the minimum required by law and shall be remitted by the payor to the relevant Taxation Authority within the relevant time limits.

21.3Clause 21.2 shall not apply to the extent that the deduction or withholding would not have arisen but for the payee being tax resident elsewhere than its jurisdiction of incorporation or an assignment by the payee of its rights under this Agreement.

21.4The Buyer shall act in good faith to determine the amount due to be withheld from the Consideration (if any) and shall notify the Sellers of the amount proposed to be withheld at least twenty (20) Business Days prior to any such withholding. The Buyer and Sellers shall use reasonable commercial efforts to agree the amount of any such withholding. The Buyer shall provide the Principal Seller with any documentation, evidence or other information reasonably required by the Sellers in connection with any refund, tax or other recovery of any amounts so withheld.

21.5If any sum payable by the Sellers to the Buyer under this Agreement will be subject to Tax in the hands of the Buyer, the amount payable will be increased so as to ensure that the net amount retained by the Buyer after taking such Taxation into account (and after taking into account the timing and value of any Relief the Buyer may obtain as a result of the matter giving rise to the payment) is equal to the full amount which would have been retained but for such Taxation.

21.6Where under the terms of this Agreement one party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the other party or the representative member of any VAT group of which it forms part.

21.7If any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall provide to the payer a valid VAT invoice, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

22.VARIATIONS AND WAIVERS

22.1No variation of this Agreement shall be effective unless made in writing signed by or on behalf of all the parties and expressed to be such a variation.

22.2A waiver of any right, power, privilege or remedy provided by this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. For the avoidance of doubt, any omission to exercise, or delay in exercising, any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of that or any other right, power, privilege or remedy.

22.3A waiver of any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of any other breach or default by the other party and shall not constitute a continuing waiver of the right, power, privilege or remedy waived or a waiver of any other right, power, privilege or remedy.

22.4Any single or partial exercise of any right, power, privilege or remedy arising under this Agreement shall not preclude or impair any other or further exercise of that or any other right, power, privilege or remedy.

23.SEVERANCE

23.1If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

23.2If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted or amended, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

24.REMEDIES

24.1Each of the parties acknowledges and irrevocably agrees that it will not be entitled to rescind, terminate or repudiate this Agreement for any reason other than pursuant to clause 7, clause 4.24 or clause 5.

24.2Each of the parties acknowledges and agrees that it shall not have a claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. All Claims, Reorganisation Indemnity Claims and Tax Covenant Claims shall be subject to the provisions and limitations in Part 1 of Schedule 6 (to the extent applicable).

24.3Nothing in this Agreement shall limit or exclude the liability of any party to the extent such liability arises or is increased as a result of fraud on the part of that party.

25.JOINT AND SEVERAL LIABILITY OF SELLERS

Except where this Agreement expressly provides otherwise, obligations, covenants, warranties, representations and undertakings expressed to be assumed or given by two or more Sellers shall in each case be construed as if expressed to be given jointly and severally (and not severally).

26.ENTIRE AGREEMENT

26.1Except as otherwise agreed in writing between the parties, this Agreement and the other Transaction Documents constitute the entire agreement between the parties relating to the Transaction and they supersede and extinguish any prior discussions, correspondence, drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, in each case whether or not in writing, between the parties in relation to the subject matter of the Transaction.

26.2Each of the parties acknowledges and agrees that:

(a)it has not entered into this Agreement in reliance on any statement, representation, warranty, assurance or undertaking of any person (whether a party to this Agreement or not) other than as expressly incorporated and provided in this Agreement and waives all rights and remedies which, but for this clause 26.2, might otherwise be available to it in respect of any such statement, representation, warranty, assurance or undertaking;

(b)except as expressly provided in this Agreement, it has entered into this Agreement solely in reliance on its own commercial assessment, investigation and advice from its own professional advisers; and

(c)the other parties have entered into this Agreement in reliance on the acknowledgement given in this clause 26.2.

26.3Each of the parties acknowledges and agrees that the express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute,

common law or otherwise all of which are hereby excluded to the fullest extent permitted by law.

27.FURTHER ASSURANCE

On request by any party, each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, as soon as reasonably practicable at the requesting party’s cost, do and execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be necessary or desirable to carry this Agreement into effect and give the requesting party the full benefit of it, including any such action reasonably required of the Sellers by the Buyer in connection with any debt financing.

28.THIRD PARTY RIGHTS

28.1Any member of the Sellers’ Group (in respect of clause 3.18, clause 12, clause 10 and clause 13.6) and any member of the Buyer’s Group (in respect of clause 3.18, clause 8.12, clause 12, clause 10 and clause 19.3), in each case to the extent such clauses benefit those third parties, may enforce the terms of such clauses pursuant to the Contracts (Rights of Third Parties) Act 1999.

28.2Except as provided in clause 28.1, this Agreement does not confer any rights on any person (other than the parties to this Agreement, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

28.3Notwithstanding clause 28.1, the parties may vary this Agreement in accordance with its terms without the consent of or notice to any person on whom such rights are conferred.

29.NOTICES

29.1Any notice, request, demand or other communication under or in connection with this Agreement (or any notices of assignment in respect of any assignment of this Agreement) (a “Notice”) shall be in writing and in English and may be given by:

(a)hand (including by way of pre-paid delivery by commercial courier);

(b)e-mail;

(c)pre-paid first class recorded mail if posted to an address in the same country as the country of posting; or

(d)pre-paid airmail if posted to an address in a country different to the country of posting,

in each case to the address given below or any other address notified in accordance with clause 29.4.


Sellers:
GTT Communications, Inc.			(for itself and on behalf of each Seller as Sellers’ Representative)
For the attention of:			The General Counsel
Address: Email			7900 Tysons One Place Suite 1450 McLean, VA 22102 Legal@gtt.net
in each case,
with a copy (such copy not constituting Notice) to:			For the attention of Gemma Roberts of Goodwin Procter (UK) LLP, by email to groberts@goodwinlaw.com
with a copy (such copy not constituting Notice) to:			For the attention of Ira Dizengoff, Philip Dublin and Daniel Fisher of Akin Gump Strauss Hauer & Feld LLP, by e-mail to idizengoff@akingump.com, pdublin@akingump.com and dfisher@akingump.com
Buyer:
For the attention of:			Mohamed El Gazzar
Address: Email			6 Chesterfield Gardens, Mayfair, London W1J 5BQ, United Kingdom Mohamed.El.Gazzar@isquaredcapital.com
in each case,
with a copy (such copy not constituting Notice) to:			I Squared Capital Advisors (US) LLC Address: 600 Brickell Avenue, Penthouse, Miami, FL 33131, USA Attention: General Counsel Email: generalcounsel@isquaredcapital.com
with a copy (such copy not constituting Notice) to:			Linklaters LLP Address: One Silk Street, London, EC2Y 8HQ, UK Attention: Will Aitken-Davies Email: will.aitken-davies@linklaters.com

29.2A Notice shall be deemed to have been served:

(a)if delivered by hand, at the time of delivery;

(b)if sent by pre-paid first class recorded mail, on the second Business Day after (and excluding) the day of posting;

(c)if sent by pre-paid airmail, on the fifth Business Day after (and excluding) the day of posting; or

(d)if sent by email to the email address specified in that clause, on the date of transmission, if transmitted before 3:00 pm (local time at the place of destination) on any Business Day and in any other case on the Business Day following the date of transmission), provided that a copy of such notice is also delivered in accordance with paragraphs (a), (c) or (d) of clause 29.1 on the date of transmission of the email.

29.3In proving service of a Notice, it shall be sufficient to show that delivery by hand was made or that the envelope containing the Notice was properly addressed and posted as a first class prepaid letter or that the e-mail was successfully transmitted to the correct e-mail address, whether or not opened or read by the recipient.

29.4A party may notify the other parties to this Agreement of a change to its name, relevant addressee, address or e-mail address for the purposes of clause 29.1, provided that such notification shall only be effective on:

(a)the date specified in the notification as the date on which the change is to take place; or

(b)if no date is specified or the date specified is less than five (5) clear Business Days after the date on which notice is deemed to have been served, the date falling five (5) clear Business Days after notice of any such change is deemed to have been given.

29.5This clause 29 shall not apply in relation to the service of any proceedings or other documents relating to or in connection with any legal action.

30.PROCESS AGENTS

30.1If a party does not have, or at any time after the date of this Agreement ceases to have, an address for service of process within the UK, that party (the “Appointing Party”) must:

(a)appoint a person as its agent to accept the service of process in any legal action or proceedings arising out of this Agreement (“Process Agent”); and

(b)notify the other parties in writing within five (5) Business Days of the date of appointment.

30.2The Appointing Party must notify the other parties in writing of any change of address of any Process Agent appointed by them within ten (10) Business Days of the date of the change.

30.3If any Process Agent which has been appointed pursuant to clause 30.1 ceases to be able to act or ceases to have an address within the UK, the Appointing Party must appoint a new Process Agent and notify the other parties in writing within five (5) Business Days of the date of appointment.

30.4The Process Agent for the following Sellers: GTT Holdings Ireland, NGS Limited and the Principal Seller is GTT Holdings.

31.INCONSISTENCY

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, the provisions of this Agreement shall prevail.

32.COUNTERPARTS

32.1This Agreement may be executed in any number of counterparts, but shall not be effective until each party has signed at least one counterpart. Each counterpart constitutes an original, and all the counterparts together constitute one and the same agreement.

32.2Transmission of an executed counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.

33.GOVERNING LANGUAGE

If this Agreement or any Notice given by one party to another is translated into any language other than English, the English text shall prevail in any event.

34.GOVERNING LAW AND JURISDICTION

34.1This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

34.2Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

IN WITNESS whereof this Agreement has been executed by the parties on the date at the beginning of this Agreement.

SCHEDULE 1

The Shares and Form of Purchase Price Allocation


(1) The Sellers	(2) The Shares	(3) The Base Purchase Price
		€	US$
GTT Holdings Ireland	GTT Ireland Shares 2	[ ]	[ ]
NGS Limited	GTT Ireland Shares 1	[ ]	[ ]
	Hibernia Atlantic Communications (Canada) Company Shares	[ ]	[ ]
	Hibernia Atlantic Cable System Limited Shares	[ ]	[ ]
	Hibernia Atlantic (Singapore) Private Limited Share	[ ]	[ ]
	Hibernia Atlantic (UK) Limited Shares	[ ]	[ ]
	Hibernia Media (UK) Limited Shares	[ ]	[ ]
	Hoffnungsvoll Communication Private Limited	[ ]	[ ]
GTT Holdings	GTT UK Shares	[ ]	[ ]
GTT Americas	GTT US Shares	[ ]	[ ]
TOTAL		[ ]	[ ]

SCHEDULE 2

Group Companies

Part 1: The Target Companies


Company name:			Hibernia Atlantic Communications (Canada) Company
Registered number:			3070087
Date of incorporation:			20 August 2002
Place of incorporation:			Nova Scotia, Canada
Registered office:			1300 – 1969 Upper Water Street, Purdy’s Wharf Tower II, Halifax, NS Canada B3J 3R7
Issued share capital (including premium):			1,209 ordinary shares having no par value
Directors:			Name:
			Anthony Hansel
			Daniel Fraser
			Michael Winston
Secretary			Michael Winston


Company name:			Hibernia Atlantic Cable System Limited
Registered number:			361356
Date of incorporation:			11 September 2002
Place of incorporation:			Ireland
Registered office:			The Exchange, George’s Dock, I.F.S.C., Dublin 1,D01 P2V6
Issued share capital (including premium):			19,830,272 ordinary shares of €1.00 each
Directors:			Name:
			Martin Ford
			Anthony Hansel
			Daniel Fraser
			Michael Winston
Secretary			Michael Winston


Company name:			Hibernia Atlantic (Singapore) Private Limited
Registered number:			201112441W
Date of incorporation:			25 May 2011
Place of incorporation:			Singapore
Registered office:			11 Collyer Quay, #10-01 Ocean Financial Centre Singapore 049315
Issued share capital (including premium):			1 share of USD 1.00
Directors:			Name:
			Michael Paul Winston
			Daniel MacFarlane Fraser
			Anthony Hansel
			Esther Au Siew Peng
Secretary			Esther Au Siew Peng


Company name:			Hibernia Atlantic (UK) Limited
Registered number:			04513136
Date of incorporation:			16 August 2002
Place of incorporation:			England & Wales
Registered office:			Ground Floor, One, George Yard, London, England, EC3V 9DF
Issued share capital (including premium):			2,020,408 shares of £1.00 each
Directors:			Name:
			Daniel Macfarlane Fraser
			Anthony Hansel
			Michael Paul Winston
Secretary			York Place Company Secretaries Limited


Company name:			Hibernia Express (Ireland) Limited
Registered number:			515098
Date of incorporation:			5 July 2012
Place of incorporation:			Ireland
Registered office:			The Exchange, George’s Dock, I.F.S.C., Dublin 1, D01 P2V6
Issued share capital (including premium):			100 ordinary shares of €1.00 each
Directors:			Name:
			Martin Ford
			Anthony Hansel
			Daniel Fraser
			Michael Winston
Secretary			Michael Winston


Company name:			Hibernia Media (UK) Limited
Registered number:			08097331
Date of incorporation:			8 June 2012
Place of incorporation:			England & Wales
Registered office:			Ground Floor, One, George Yard, London, England, EC3V 9DF
Issued share capital (including premium):			1 share of £1.00
Directors:			Name:
			Daniel Macfarlane Fraser
			Anthony Hansel
			Michael Paul Winston
Secretary			York Place Company Secretaries Limited


Company name:	Interoute Communications Holdings Limited
Registered number:	4927540
Date of incorporation:	9 October 2003
Place of incorporation:	England & Wales
Registered office:	Third Floor, New Castle House, Castle Boulevard, Nottingham NG7 1FT
Issued share capital (including premium):	Class:	Number of Shares	Shareholder
	A Ordinary Shares	40,000,000 of €0.00025 each	GTT HOLDINGS LIMITED
	Ordinary Shares	320,000 of €0.10 each	GTT HOLDINGS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Winston
Secretary	N/A


Company name:			Hoffnungsvoll Communication Private Limited
Registered number:			U93090PN2020PTC190642
Date of incorporation:			15 April 2020
Place of incorporation:			Pune, Maharashtra, India
Registered office:			SNO. 126/1A, Pimple Saudagarkunal Icon Bld A/6, FL-306, Pune, Maharashtra 411 027 India
Issued share capital (including premium):			10,000 equity shares of INR 10 each
Directors:			Name:
			Nidhima Wanchoo
			Anthony Hansel
			Daniel Fraser
			Michael Winston
Secretary			N/A


Company name:			Interoute US LLC
Registered number:			7912568
Date of incorporation:			24 March 2020
Place of incorporation:			Delaware
Registered office:			7900 Tysons One Place, Suite 1450 McLean, Virginia 22102, United States of America
Issued share capital (including premium):			Limited Liability Company interests (100% owned by GTT Communications, Inc.)
Directors:			Name:
			Michael Winston
			Daniel Fraser
			Anthony Hansel
Secretary			Michael Winston

100

Part 2: The Subsidiaries


Company name:	Custom Connect MENA DMCC
Commercial license number	DMCC-080291
Date of incorporation:	08/11/2014
Place of incorporation:	Dubai Multi Commodities Centre free zone, Dubai, UAE
Registered office:	Unit No: 109 Jumeirah Bay 2 Plot No: JLT-PH2-X2A Jumeirah Lakes Towers Dubai UAE
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	50 shares of AED 1000 each	GTT NETHERLANDS B.V.
Directors:	Name:
	Christopher Turing Mckee
	Michael Thomas Sicoli
Secretary:	Christopher Turing Mckee

101


Company name:	GTT Austria GmbH
Registered number:	FN 189548 y
Date of incorporation:	18 November 1999
Place of incorporation:	Vienna
Registered office:	Lemböckgasse 63, Stiege 2, 1230 Vienna
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	1 of €1,600,000	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Martin Ford
	Daniel Fraser
	Anthony Hansel
	Michael Winston
Secretary:	N/A

102


Company name:	GTT Communications d.o.o. Beograd
Registered number:	21422746
Date of incorporation:	5 October 2018
Place of incorporation:	Belgrade, Serbia
Registered office:	Bulevar Zorana Đinđića 64a, Belgrade, Serbia
Issued share capital: The share capital in a limited liability company is not divided into shares.	Class:	Number of shares:	Shareholder:
	N/A	N/A	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Winston
	Filip Trosic
Secretary:	N/A


Company name:	GTT Communications Services GmbH
Registered number:	Amtsgericht (local court) Frankfurt am Main, HRB 90923
Date of incorporation:	5 May 2011 (date of registration)
Place of incorporation:	Frankfurt am Main, Germany
Registered office:	c/o Interoute Germany GmbH, Weismüllerstraße 26, 60314 Frankfurt am Main, Germany
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	25,000 of €1 each	GTT GMBH
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

103


Company name:	GTT France SAS
Registered number:	428 616 577
Date of incorporation:	19 March 2003
Place of incorporation:	RCS Bobigny
Registered office:	34 rue des Gardinoux, 93300 Aubervilliers, France
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	5,000,000,00 of €1.00 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

104


Company name:	GTT GmbH
Registered number:	Amtsgericht (local court) Frankfurt am Main, HRB 48648
Date of incorporation:	17 January 2000 (date of registration)
Place of incorporation:	Frankfurt am Main, Germany
Registered office:	Weismüllerstraße 26, 60314 Frankfurt am Main, Germany
Issued share capital:	Class:	Number of shares:	Shareholder:
	SHARE NO.1	1 of €25,000	INTEROUTE COMMUNICATIONS LIMITED
	SHARE NO.2	1 of €4,075,000	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

105


Company name:	GTT Hungary Telecommunications Limited Liability Company
Registered number:	01-09-687273
Date of incorporation:	14 March 2000
Place of incorporation:	Hungary
Registered office:	1132 Budapest, Victor Hugo utca 18-22.
Issued share capital:	Class:	Value of the quota:	Shareholder:
	BUSINESS	1 business quota in the value of HUF 2,910,000.00 representing 96,68% of the registered capital and the voting rights	INTEROUTE COMMUNICATIONS LIMITED
	BUSINESS	1 business quota in the value of HUF 100,000.00 representing 3,32% of the registered capital and the voting rights	INTEROUTE CZECH S.R.O.
Directors:	Name:
	Anthony Hansel
	Daniel Fraser
	Michael Winston
Secretary:	N/A

106


Company name:	GTT International BV
Registered number:	27252281
Date of incorporation:	1 August 2002
Place of incorporation:	The Netherlands Amsterdam (statutory seat: Amsterdam)
Registered office:	Koolhovenlaan 120, 1119 NH Schiphol-Rijk
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	181 of €100 each	GTT NETHERLANDS BV
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

107


Company name:	GTT International Germany BV
Registered number:	59959401
Date of incorporation:	1 April 2014
Place of incorporation:	The Netherlands (statutory seat: Amsterdam)
Registered office:	Koolhovenlaan 120,1119 NH Schiphol-Rijk
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	100 of €1.00 each	GTT INTERNATIONAL BV
Directors:	Name:
	Daniel Fraser
	Michael Winston
	Anthony Hansel
	GTT International BV
Secretary:	N/A

108


Company name:	GTT International Network Services Hong Kong Limited
Registered number:	1351797
Date of incorporation:	9 June 2019
Place of incorporation:	Hong Kong
Registered office:	13/F OTB Building, 259-265 Des Voeux Road Central Sheung Wan, Hong Kong
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	100 of $1 HKD each	GTT INTERNATIONAL BV
Directors:	Name:
	Daniel Fraser
	Michael Winston
	Anthony Hansel
Secretary:	N/A

109


Company name:	GTT Italy Srl
Registered number:	07340580633
Date of incorporation:	13 July 1998
Place of incorporation:	Roma
Registered office:	Roma via Cornelia 498 CAP 00166
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	1 of €20,271,055.00	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Daniel Fraser
	Michael Winston
	Anthony Hansel
Secretary:	N/A

110


Company name:	GTT Managed Services Belgium BV
Registered number:	0460.461.275
Date of incorporation:	27 March 1997
Place of incorporation:	Belgium
Registered office:	Leuvensesteenweg 573, box2C 1930 Zaventem
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	745 (without nominal value)	GTT BELGIUM NV
	ORDINARY SHARES	5 (without nominal value)	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Winston
Secretary:	N/A


Company name:	GTT Netherlands BV
Registered number:	34124296
Date of incorporation:	16 December 1999
Place of incorporation:	Rotterdam
Registered office:	Koolhovenlaan 120 1119 NH Schiphol-Rijk
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	1,200,000 of €1.00 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

111


Company name:	GTT Networks GmbH
Registered number:	Amtsgericht (local court) München, HRB 208429
Date of incorporation:	15 November 2013 (date or registration)
Place of incorporation:	Munich, Germany
Registered office:	Carl-Zeiss-Ring 19, 85737 Ismaning, Germany
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	25,000 of €1.00 each	GTT COMMUNICATIONS SERVICES GMBH
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

Company name:

GTT Romania Srl

Registered number:

J40/8168/2003

Date of incorporation:

17 June 2003

Place of incorporation:

Bucharest

Registered office:

Bucharest, 2nd District, 8 Dimitrie Pompei Blvd., 4th floor, office F9

Issued share capital:

Class:

Number of shares:

Shareholder:

ONLY ONE CLASS OF SHARES

1,053,263 of RON 10 each

INTEROUTE COMMUNICATIONS LIMITED

112

Directors:

Name:

Anthony Hansel

Daniel Fraser

Michael Winston

Secretary:

N/A

Company name:

Interoute Slovakia S.R.O.

Registered number:

35 785 292

Date of incorporation:

31 March 2000

Place of incorporation:

Bratislava

Registered office:

Kutlíkova 17, 852 50 Bratislava. Slovak Republic

Issued share capital:

Class:

Number of shares:

Shareholder:

ORDINARY SHARES

1 share of €2,005,643

INTEROUTE COMMUNICATIONS LIMITED

ORDINARY SHARES

1 share of €996

INTEROUTE NETWORKS LIMITED

Directors:

Name:

Martin Ford

Daniel MacFarlane Fraser

Anthony Hansel

Michael Paul Winston

Secretary:

N/A

113


Company name:	GTT Switzerland S.À R.L.
Registered number:	CHE-106.841.122
Date of incorporation:	18 December 1998
Place of incorporation:	Meyrin, Geneva
Registered office:	Chemin de l’Epinglier 2 - 1217 Meyrin (GE)
Issued quota:	Class:	Number of quota:	Quotaholder:
	ONLY ONE CLASS OF QUOTAS	1 of CHF 200,000	INTEROUTE COMMUNICATIONS LIMITED
Managing Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

114


Company name:	Hibernia Express (UK) Limited
Registered number:	08257476
Date of incorporation:	17 October 2012
Place of incorporation:	England & Wales
Registered office:	Ground Floor, One, George Yard, London, England, EC3V 9DF
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	6,500,000 of £1.00 each	HIBERNIA EXPRESS IRELAND LIMITED
Directors:	Name:
	Daniel Macfarlane Fraser
	Anthony Hansel
	Michael Paul Winston
Secretary:	York Place Company Secretaries Limited


Company name:	Hibernia Express (Canada) Limited
Registered number:	3267136
Date of incorporation:	22 October 2012
Place of incorporation:	Nova Scotia, Canada
Registered office:	1300-1969 Upper Water Street, Purdy’s Wharf Tower II, Halifax NS Canada B3J 2V1
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	5,244 (without nominal value)	HIBERNIA EXPRESS IRELAND LIMITED
Directors:	Name:
	Anthony Hansel
	Daniel Fraser
	Michael Winston
Secretary:	Michael Winston

115


Company name:	GTT Belgium NV
Registered number:	0468.339.853
Date of incorporation:	8 December 1999
Place of incorporation:	Belgium
Registered office:	Leuvensesteenweg 573, box 2C 1930 Zaventem
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	183,869 of €62 each (rounded down)	INTEROUTE COMMUNICATIONS LIMITED
	ORDINARY SHARES	1 of €62 each (rounded down)	INTEROUTE NETWORKS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Paul Winston
Secretary:	N/A

116

Company name:

Interoute Cloud Bulgaria EOOD

Registered number:

200315012

Date of incorporation:

25 October 2019

Place of incorporation:

Sofia, Bulgaria

Registered office:

1st Floor, Megapark Business Building, 115 Tsarigradsko shose Blvd., Mladost District, Sofia 1784

Issued share capital:

Class:

Number of shares:

Shareholder:

ONLY ONE CLASS OF SHARES

100 of 1 BGN each

INTEROUTE COMMUNICATIONS LIMITED

Directors:

Name:

Michael Winston

Anthony Hansel

Daniel Fraser

Secretary:

N/A

Company name:

Interoute Cloud France

Registered number:

878 461 565

Date of incorporation:

25 October 2019

Place of incorporation:

R.C.S. NANTERRE

Registered office:

55 Avenue des Champs-Pierreux 92000 Nanterre, France

Issued share capital:

Class:

Number of shares:

Shareholder:

ONLY ONE CLASS OF SHARES

1 of €1

GTT FRANCE SAS

Directors:

Name:

Anthony Hansel

Daniel Fraser

Michael Winston

Secretary:

N/A

117


Company name:	Interoute Cloud Germany GmbH
Registered number:	Amtsgericht (local court) Frankfurt am Main HRB 116123
Date of incorporation:	22 July 2019 (date of registration)
Place of incorporation:	Frankfurt am Main, Germany
Registered office:	Weismuellerstrasse 26 60314 Frankfurt, Germany
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	25,000 of €1	GTT GMBH
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

118


Company name:	Interoute Cloud Managed Services Sweden AB
Registered number:	559212-8846
Date of incorporation:	15 July 2019
Place of incorporation:	Sweden
Registered office:	Sveavägen 163, 113 46 Stockholm
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	6,500 of €1 each	INTEROUTE MANAGED SERVICES SWEDEN AB
Directors:	Name:
	Anthony Hansel
	Jesper Parlov Aagaard
	Emanuela Fadda
Secretary:	N/A

119


Company name:	Interoute Cloud UK Limited
Registered number:	12230202
Date of incorporation:	26 September 2019
Place of incorporation:	England & Wales
Registered office:	Third Floor, New Castle House, Castle Boulevard, Nottingham NG7 1FT
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	1 of £1.00	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Winston
Secretary:	N/A

120


Company name:	Interoute Communications Limited
Registered number:	4472687
Date of incorporation:	28 June 2002
Place of incorporation:	England & Wales
Registered office:	Third Floor, New Castle House, Castle Boulevard, Nottingham NG7 1FT
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY A SHARES	197,511,738 of €0.10 each	INTEROUTE COMMUNICATIONS HOLDINGS LIMITED
	ORDINARY B SHARES	1 of £1.00	INTEROUTE COMMUNICATIONS HOLDINGS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Winston
Secretary:	N/A

121


Company name:	Interoute Czech S.R.O
Registered number:	26147653
Date of incorporation:	17 January 2000
Place of incorporation:	Prague, the Czech Republic
Registered office:	Bucharova 2928/14a, Stodůlky, 158 00 Praha 5, the Czech Republic
Issued share capital:	Class:	Number of shares:	Shareholder:
	SPECIAL SHARE NO. 1	99 % 520,080,000 CZK	INTEROUTE COMMUNICATIONS LIMITED
	SPECIAL SHARE NO. 2	1% 20,000 CZK	INTEROUTE NETWORKS LIMITED
Directors:	Name:
	Michael Winston
	Daniel Fraser
Secretary:	N/A

122


Company name:	Interoute Cloud Denmark ApS
Registered number:	40832378
Date of incorporation:	2 October 2019
Place of incorporation:	Denmark
Registered office:	Niels Juels Gade 5, 3rd Floor, DK-1059 Copenhagen K, Denmark
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	40,000 of DKK 1 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A


Company name:	Interoute Holdings (Cyprus) Limited
Registered number:	HE 213715
Date of incorporation:	29 November 2007
Place of incorporation:	Cyprus
Registered office:	10, Diomidous Street, Alphamega Akropolis Building, 3rd floor, Office 401, 2024 Nicosia, Cyprus
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	1,800 of €1 each	INTEROUTE COMM HOLDINGS LIMITED
Directors:	Name:
	CCY Management Limited
Secretary:	CCY Services Limited

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Company name:	Interoute Hong Kong Limited
Registered number:	1629674
Date of incorporation:	11 July 2011
Place of incorporation:	Hong Kong
Registered office:	Unit 1001, 10/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	10,000 of HK $1 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Anthony Hansel
	Michael Winston
	Daniel Fraser
Secretary:	Hong Kong Corporation Secretaries Limited

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Company name:	Interoute Iberia S.A.U.
Registered number:	A82489238
Date of incorporation:	18 November 1999
Place of incorporation:	Madrid, Spain
Registered office:	Calle Lezama 4, Madrid
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	3,655 OF €602 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A

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Company name:	Interoute Media Services Ltd
Registered number:	3617043
Date of incorporation:	18 August 1998
Place of incorporation:	England & Wales
Registered office:	Interoute Communications Limited, Third Floor, New Castle House, Castle Boulevard, Nottingham NG7 1FT
Issued share capital:	Class:	Number of shares:	Shareholder:
	DEFERRED SHARES	25,375,700 of £0.01 each	INTEROUTE COMMUNICATIONS LIMITED
	ORDINARY SHARES	112,100,000 of £0.01 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Winston
Secretary:	N/A

126


Company name:	Interoute Managed Services Norge AS
Registered number:	993 785 539
Date of incorporation:	15 January 2009
Place of incorporation:	Bærum, Norway
Registered office:	c/o Evolve IT, Martin Linges vei 25, 1364 FORNEBU, BÆRUM
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	100 of 1,000 NOK each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Michael Winston
	Martin Ford
Secretary:	N/A


Company name:	Interoute Managed Services Sweden AB
Registered number:	556496-5944
Date of incorporation:	9 September 1994
Place of incorporation:	Sweden
Registered office:	Sveavägen 163, 113 46 Stockholm
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	3,000 of €10.47 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Michael Paul Winston
	Martin Ford
	Jesper Parlov Aagaard
Secretary:	N/A

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Company name:	Interoute Networks Limited
Registered number:	3773255
Date of incorporation:	19 May 1999
Place of incorporation:	England & Wales
Registered office:	Third Floor, New Castle House, Castle Boulevard, Nottingham NG7 1FT
Issued share capital:	Class:	Number of shares:	Shareholder:
	ORDINARY SHARES	700,000 of £1 each	INTEROUTE COMMUNICATIONS LIMITED
Directors:	Name:
	Daniel Fraser
	Anthony Hansel
	Michael Winston
Secretary:	N/A

Company name:

GTT Poland sp. z o.o.

Registered number:

0000148278

Date of incorporation:

22 Jan 2003

Place of incorporation:

Warsaw

Registered office:

Tytusa chałubińskiego 8 00-613 warszawa

Issued share capital:

Class:

Number of shares:

Shareholder:

ONLY ONE CLASS OF SHARES

40 of 1,250 PLN each

INTEROUTE COMMUNICATIONS LIMITED

128

Directors:

Name:

Daniel Fraser

Michael Winston

Anthony Hansel

Secretary:

N/A

Company name:

Interoute İlet і sim Hizmetleri Ltd Şirketi

Registered number:

619649

Date of incorporation:

19 March 2007

Place of incorporation:

İstanbul, Turkey

Registered office:

Barbaros Mah Kardelen Sok. P.Tower AP. N:2 K:10 D:41/7 Atasehir, Istanbul, Turkey

Issued share capital:

Class:

Number of shares:

Shareholder:

ONLY ONE CLASS OF SHARES

406,800 OF ₺25 each

INTEROUTE IBERIA SAU

Directors:

Name:

Anthony Hansel

Daniel Fraser

Michael Winston

Interoute Iberia SAU

Secretary:

N/A

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Company name:	Interoute Ukraine LLC
Registered number:	37881598
Date of incorporation:	17 October 2011
Place of incorporation:	Kyiv, Ukraine
Registered office:	Ukraine, 01024, Kyiv, Shovkovychna Str. 42-44
Charter capital:	Value of participatory interest:	% of the charter capital	Shareholder:
	UAH 469,913.85	100%	INTEROUTE HOLDINGS (CYPRUS) LIMITED
Directors:	Name:
	Svitlana Gaponenko
Secretary:	N/A

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Company name:	Via Networks France Holding SAS
Registered number:	433 596 228
Date of incorporation:	12 September 2008
Place of incorporation:	R.C.S. de Paris
Registered office:	34 rue des Gardinoux 93300 Aubervilliers France
Issued share capital:	Class:	Number of shares:	Shareholder:
	ONLY ONE CLASS OF SHARES	4,012 ordinary shares of €10 each	GTT FRANCE SAS
Directors:	Name:
	Michael Winston
	Daniel Fraser
	Anthony Hansel
Secretary:	N/A


Company name:	Xconnect24, Inc.
Registered number:	4375872
Date of incorporation:	19 March 2013
Place of incorporation:	New York, NY 10005
Registered office:	576 Fifth Avenue Suite 903, New York, New York 10036
Issued share capital:	Class:	Number of shares:	Shareholder:
	Ordinary	200 without nominal value	GTT NETHERLANDS B.V.
Directors:	Name:
	Rutger Bevaart
Secretary:	Rutger Bevaart

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SCHEDULE 3

Establishment of the Consideration

Part 1: Completion Statements

1.1As soon as practicable and in any event no later than one hundred and twenty (120) days after the Completion Date, the Buyer shall, for the purpose of establishing the Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment, prepare a draft of the Completion Balance Sheet, a draft of the Cash Statement, a draft of the Debt Statement, a draft of the Working Capital Statement and a draft of the EBITDA Statement in accordance with the accounting treatments set out in Part 2 of this Schedule 3 and in the formats set out in Parts C and D of Part 2 of Schedule 3 and shall submit these drafts to the Sellers for review together with copies of the relevant supporting accounts and information used to prepare such statements, to the extent reasonable. For the avoidance of doubt, the schedules set out in Parts C and D of Part 2 of this Schedule 3 provide the format pursuant to which the Completion Statements should be prepared and the numbers included therein are worked examples provided for illustrative purposes only. Notwithstanding anything to the contrary in this Agreement, if Completion is due to take place prior to 1 July 2021, the process in respect of the EBITDA Adjustment shall be deferred until following 1 July 2021 so that the H1 2021 EBITDA Amount can be identified.

1.2Within forty-five (45) days following delivery thereof, the Sellers shall review the draft of the Completion Balance Sheet, the draft Cash Statement, the draft Debt Statement, the draft Working Capital Statement and the draft EBITDA Statement and, on the basis of such review, the Sellers may provide Notice to the Buyer of any item or items it wishes to dispute (the “Notice of Disagreement”). The parties agree that all the line items not disputed by the Sellers in the Notice of Disagreement are agreed between the parties and unconditionally accepted by the Sellers. The Notice of Disagreement shall include (i) a list of each line item in the relevant draft statements with which the Sellers disagree and the proposed amount of adjustments, substantiated in reasonably sufficient detail so as to allow reasonable assessment thereof by the Buyer and the Buyer’s accountant, (ii) a summary of the reasons for such dispute in respect of each line item and (iii) a confirmation of the Sellers accepting and unconditionally approving all the not disputed line items.

1.3If upon expiry of the aforesaid objection period of forty-five (45) days no Notice of Disagreement has been received by the Buyer pursuant to paragraph 1.2 of this Schedule 3 or if the Sellers have notified the Buyer that there are no items they wish to dispute, the Cash Statement, the Debt Statement, the Working Capital Statement and the EBITDA Statement and the Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment following therefrom shall be final and binding on the parties.

1.4The parties shall give each other (and their respective accountants) all information and assistance reasonably required or desirable for the preparation by the Buyer or the review by the Sellers, as the case may be, of the draft of the Completion Balance Sheet, the draft Cash Statement, the draft Debt Statement, the draft Working Capital Statement and the draft EBITDA Statement (including reasonable access to personnel, accounting records and supporting schedules).

OPEN ISSUES

1.5If a Notice of Disagreement has been received by the Buyer pursuant to paragraph 1.2 of this Schedule 3, the parties shall try to amicably resolve the issue. Should they fail to do so within twenty (20) Business Days of the end of the aforesaid objection period of forty-five (45) days (for the purpose of this Schedule the “Disagreement Date”) then any such unresolved issue (for the purpose of this Schedule the “Open Issues”) shall be submitted to and settled by an accountant of a firm of international repute and with sufficient and relevant expertise (for the

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purpose of this Schedule the “Accountant”) to be jointly appointed by the parties within fourteen (14) days of the Disagreement Date or, if the parties fail to agree on such appointment within that period, each party may make an application to the President of the Institute of Chartered Accountants in England and Wales to appoint the Accountant.

1.6The parties shall within ten (10) Business Days after such appointment submit the draft of the Completion Balance Sheet, the draft Cash Statement, the draft Debt Statement, the draft Working Capital Statement and the draft EBITDA Statement and statements of their respective positions in writing to the Accountant. The Accountant shall determine the further procedural rules at his/her discretion.

1.7The parties undertake to procure that the Accountant shall then resolve the Open Issues by way of a binding determination in accordance with the Agreement and notify the parties of his/her decision, as soon as practicable after his/her appointment. Based on the Accountant’s resolution of the Open Issues, the Accountant shall determine the final Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment and the Consideration shall be accordingly finalised. The fees and expenses arising out of the engagement of the Accountant shall be borne by the parties in a manner and/or in proportion determined by the Accountant or in the absence of such determination be split equally between the Buyer and the Seller.

1.8The Accountant shall be required to determine, applying the provisions of this Agreement, only those matters that this Agreement provides should be determined by them, and not any additional or separate issues raised by the parties. Where the parties disagree on any number to be included in or taken into account for the purposes of the Completion Statements, other than in case of fraud or manifest error, the Accountant may not determine that number to be greater than the higher of the two numbers in dispute or determine it to be lower than the lower of the two numbers in dispute. In making their determination, the Accountant shall act as an expert and not as an arbitrator.

1.9The Accountant may, if it considers it to be necessary or desirable, appoint a lawyer of a reputable English law firm, who has the legal background and experience (“Lawyer”) to decide on a dispute as referred herein, as an expert to decide on any legal matter in connection with the determination of the settlement amounts in accordance with this Schedule 3, including but not limited to (i) the explanation of the intention of the parties when entering into this Agreement and/or (ii) the explanation of (certain provisions and/or definitions of) this Agreement. The Accountant’s decision shall, however, be issued solely by the Accountant.

1.10Each party shall timely provide any additional information requested by the Accountant and/or the Lawyer in writing (with copies of any such communications with the Accountant and/or the Lawyer to be provided to the other party). No party may unilaterally contact the Accountant and/or the Lawyer other than in writing with the other parties in copy. The failure of either party to timely submit to the Accountant and the Lawyer a written statement of its position or to otherwise fail to respond to any request of the Accountant or the Lawyer for information, shall not preclude or delay the Accountant’s and the Lawyer’s determination of the Open Issues on the basis of the information which will have been submitted.

Part 2: Completion Statements Accounting Policies

PART A: COMPLETION STATEMENTS

1.1In preparing the Completion Statements:

(a)the items and amounts to be included in the calculation of the Completion Balance Sheet, the Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment shall be identified by applying the relevant definitions in clause 1 and applying the accounting policies set out in paragraph 1.1(b) of this Schedule 3

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below (but if there is a conflict between the relevant definition in clause 1 and the accounting policies set out in paragraph 1.1(b) of this Schedule 3, the latter shall prevail);

(b)in applying each such definition and determining which items and amounts are to be included and calculated in the Completion Statements, if and to the extent that the treatment or characterisation of the relevant item or amount or type or category of item or amount:

(i)is dealt with in the specific accounting treatments set out in paragraphs 1.2 to 1.18 of Part B of this Part 2 of Schedule 3 (the “Specific Accounting Treatments”), the relevant Specific Accounting Treatment(s) shall apply;

(ii)is not dealt with in the Specific Accounting Treatments but is dealt within the accounting principles, policies, treatments, practices and categorisations (including in relation to the exercise of accounting discretion and judgement) that were in fact adopted and applied in the preparation of the Accounts (except where doing so perpetuates or repeats in the Completion Statements any errors that have been made in the Accounts (including but not limited to errors identified in the KPMG VDD Reports)) (the “Pro Forma Accounts Principles”), the relevant Pro Forma Accounts Principles shall apply; and

(iii)is not dealt with in either the Specific Accounting Treatments or the Pro Forma Accounts Principles, the Accounting Standards as at the Accounts Date shall apply.

PART B: SPECIFIC ACCOUNTING TREATMENTS

1.2In order to prepare the Completion Statements an aggregated balance sheet (the “Completion Balance Sheet”) will be prepared for the Group Companies immediately prior to Completion and an aggregated statement of EBITDA will be prepared for the Group Companies for the period from 1 January 2021 to 30 June 2021 (the “EBITDA Statement”). The Completion Balance Sheet will be prepared based on actual amounts, if available, in accordance with the Accounting Standards. The Completion Statements will be prepared from this Completion Balance Sheet and the EBITDA Statement, subject to the requirements set out in Part 1 and Part 2 of this Schedule 3.

1.3The Completion Statements shall be prepared in U.S. Dollars. In respect of the Completion Balance Sheet, save as specifically provided in this paragraph 1.3, any amounts which are to be included in any such calculation which are expressed in a currency other than U.S. Dollars shall be converted into U.S. Dollars at the Exchange Rate as at the Completion Date. In respect of the EBITDA Statement, any amounts which are to be included in such calculation which are expressed in a currency other than U.S. Dollars shall be converted into U.S. Dollars on a consistent basis with the Pro Forma Accounts Principles (as described in paragraph1.1(b)(ii) of Part A of Part 2 of this Schedule 3).

1.4In preparing the Completion Statements and the Completion Balance Sheet, assets and liabilities will be classified between the columns headed ‘Cash’, ‘Debt’, ‘Working Capital’ and ‘Other’ on a basis consistent with the classification of the equivalent line item in Part C of this Schedule 3, subject to any other requirements set out in Part 2 of this Schedule 3 and relevant definitions. For the avoidance of doubt, where the Specific Accounting Treatments require an item to be included in (or excluded from) ‘Cash’, ‘Debt’ or ‘Working Capital’, such an item shall be included in (or excluded from) ‘Cash’, ‘Debt’ or ‘Working Capital’ as applicable and irrespective of whether such an item is included in (or excluded from) the account lines shown as ‘Cash’, ‘Debt’ or ‘Working Capital’ in Part C of this Schedule 3. The EBITDA Adjustment shall be calculated in accordance with the general principles of this Schedule 3 and in the format set out in Part D of this Part 2 of Schedule 3.

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1.5The Completion Statements and Completion Balance Sheet shall be prepared immediately prior to Completion (the “Completion Time”), as if the close of business on the day immediately prior to the Completion Date were the last day of a financial year and appropriate accounting procedures shall be performed in relation to the accounting records, including detailed analysis of prepayments and accruals, cut-off procedures and other year-end adjustments as at the Completion Time, but subject always to any specific requirements of the accounting principles and policies set out in this Schedule 3.

1.6The Completion Statements and Completion Balance Sheet shall be prepared on the basis that the Group Companies are a going concern and shall exclude the effect of change of ownership of the Group Companies or the post-Completion intentions of the Buyer (including any post-Completion reorganisations, which, for the avoidance of doubt, shall not include the Reorganisation).

1.7There shall be no double counting of items in the Completion Statements and no amount will be included more than once in the calculation of the Cash Amount, the Debt Amount and Completion Working Capital.

1.8The Completion Statements and Completion Balance Sheet shall take into account information that provides evidence of conditions that existed at the Completion Time (adjusting events) in accordance with FASB Accounting Standards Codification Topic 855, Subsequent Events but shall not take account of information or events that are indicative of conditions that arose after the Completion Date (non-adjusting events). Adjusting events will be taken into account up to the date of delivery of the respective Completion Statements in accordance with paragraph 1.1 of Part 1 of this Schedule 3.

1.9In preparing the Completion Statements and Completion Balance Sheet, the Completion Time shall be treated as the end of a Taxation accounting period (i.e. the Corporate Income Tax Liability included in the Completion Statements shall be based upon a full tax computation calculated as if the Completion Time was the end of an accounting period for Tax purposes). Corporate Income Tax Liabilities shall be classified as ‘Debt’ and Corporate Income Tax Assets shall be classified as ‘Cash’ in the Completion Statements and the Completion Balance Sheet.

1.10The Completion Statements and Completion Balance Sheet shall include any (new) balance sheet line items which follow from the Reorganisation. To the extent such balance sheet line items are not included in Part C of this Schedule 3, they shall be classified as ‘Cash’, ‘Net Debt’, ‘Working Capital’ or ‘Other’ on a basis consistent with similar balance sheet line items but subject always to the specific accounting policies set out in this Part B of Schedule 3.

1.11All non-trading liabilities owed by the Group Companies to any member of the Sellers’ Group shall be classified as ‘Debt’ in the Completion Statements and the Completion Balance Sheet. All non-trading assets owed to the Group Companies by any member of the Sellers’ Group shall be classified as ‘Cash’ in the Completion Statements and the Completion Balance Sheet but (except in the case of Intra-Group Financing Receivables) only to the extent such amounts have been settled prior to the date the Buyer delivers the draft Cash Statement, draft Debt Statement, draft Working Capital Statement and draft EBITDA Statement to the Sellers in accordance with paragraph 1.1 of Part 1 of this Schedule 3, to the extent any non-trading asset has not been settled prior to this date it shall be classified as ‘Other’.

1.12All trading liabilities owed by the Group Companies to any members of the Sellers’ Group shall be classified as ‘Working Capital’ in the Completion Statements and the Completion Balance Sheet. All trading assets owed to the Group Companies by any member of the Sellers’ Group shall be classified as ‘Working Capital’ in the Completion Statements and the Completion Balance Sheet but (except in the case of Intra-Group Financing Receivables) only to the extent such amounts have been settled within 40 days after Completion, to the extent any trading asset has not been settled prior to this date it shall be classified as ‘Other’.

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1.13Assets that are subject to dispute between the Group Companies and CloudItalia shall be classified as ‘Cash’ but only to the extent such amounts are recovered in cash prior to the date the Buyer delivers the draft Cash Statement, draft Debt Statement, draft Working Capital Statement and draft EBITDA Statement to the Sellers in accordance with paragraph 1.1 of Part 1 of this Schedule 3. Liabilities that are subject to dispute between the Group Companies and CloudItalia shall be classified as ‘Debt’ but only to the extent such amounts are considered payable. All ongoing trading balances not subject to dispute between the Group Companies and CloudItalia shall be classified as “Working Capital”.

1.14In preparing the Working Capital Statement, Retained RemainCo Receivables shall be included within Working Capital as a working capital asset (and therefore taken into account in the Working Capital Adjustment) if but only to the extent that such amounts have been recovered in cash by the Buyer’s Group prior to the date that the Buyer delivers the draft Cash Statement, draft Debt Statement, draft Working Capital Statement and draft EBITDA Statement to the Sellers in accordance with paragraph 1.1 of Part 1 of this Schedule 3.

1.15In preparing the Working Capital Statement, Excluded InfraCo Payables shall be included in Working Capital as a working capital liability (and therefore taken into account in the Working Capital Adjustment) except to the extent that such amounts have been paid in full by the Sellers’ Group prior to the date that the Buyer delivers the draft Cash Statement, draft Debt Statement, draft Working Capital Statement and draft EBITDA Statement to the Sellers in accordance with paragraph 1.1 of Part 1 of this Schedule 3. Notwithstanding the foregoing, no inclusion of any Excluded InfraCo Payables shall arise in respect of any Excluded InfraCo Payable if and to the extent that the Buyer’s Group has paid such Excluded InfraCo Payable and been reimbursed in full by the Sellers’ Group prior to delivery of the foregoing statements by the Buyer.

1.16In preparing the Working Capital Statement, Retained RemainCo Payables shall be included in Working Capital as a working capital liability (and therefore taken into account in the Working Capital Adjustment) only to the extent that such amounts have been paid in full by the Buyer’s Group prior to the date that the Buyer delivers the draft Cash Statement, draft Debt Statement, draft Working Capital Statement and draft EBITDA Statement to the Sellers in accordance with paragraph 1.1 of Part 1 of this Schedule 3. Notwithstanding the foregoing, the Retained RemainCo Payables shall be included in Working Capital as a working capital liability if and to the extent that the Sellers’ Group has paid such Retained RemainCo Payables and been reimbursed in full by the Buyer’s Group prior to delivery of the foregoing statements by the Buyer.

1.17The bad debt provision included in the Completion Statements and the Completion Balance Sheet shall be calculated by applying the percentages set out in the table below. For the purposes of column (1) in the table below, the invoice due date shall mean the date on which the relevant invoice becomes due and payable to the relevant member of the Sellers’ Group. Where a customer is in administration, liquidation or other insolvency proceeding or there are significant doubts over recoverability, full provision shall be made against all accounts receivable irrespective of age:


(1) Time elapsed since invoice due date			(2) Provision
0-3months			5%
3-6months			10%
6-12 months			50%
12-18 months			75%
>18 months			100%

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1.18In preparing the Completion Statements and the Completion Balance Sheet liabilities for deferred revenue, calculated in accordance with the requirements of this Schedule 3 shall be classified as follows:

(a)a liability equal to the full amount of the cash received by the Group Companies from the sale of the Prepaid Revenue from the date of this Agreement to the Completion Date (inclusive) less the cost of service and any capital expenditure incurred directly in relation to the provision of such service less any revenue solely related to the sale of Prepaid Revenue from the date of this Agreement recognised in accordance with the Accounting Standards in relation to the Prepaid Revenue prior to the Completion Date shall be classified as “Debt”. For the avoidance of doubt, no other revenue shall be considered for the purposes of 1.18(a); and

(b)all other deferred revenue liabilities shall be categorised as ‘Other’.

1.19The following items shall be classified as ‘Debt’ in the Completion Statements and the Completion Balance Sheet and included in the Debt Amount (and hence shall not be included in the Cash Amount or Completion Working Capital) and in the event there is a conflict between this provision and the format of the statements set out in Parts C and D of Part 2 of this Schedule 3, the policies set out in this provision shall prevail:

(a)Borrowings from any bank, financial institution or other entity, indebtedness or liabilities arising under any instrument evidencing a derivate transaction, bond, note, loan stock, debenture, commercial paper, guarantee or counter-indemnity obligation in respect of a guarantee, indemnity, standby or documentary letter of credit or any other similar instrument and any indebtedness for money borrowed or raised under any other transaction that has the commercial effect of borrowing, any interest accrued thereon and any related fees, expenses, charges costs (including hedging termination payments and costs) and interests, premiums and/or penalties payable by any Group Company or for which any Group Company is or shall be liable;

(b)Any costs, fees or expenses (including professional advisers’ expenses) relating to the transactions contemplated by this Agreement which are due and will be borne by a Group Company and any unpaid bonuses, stock options, financial bonuses or other financial incentives granted or payable as a result of or in connection with the transactions contemplated by this Transaction Agreement that will be payable by a Group Company, if any, including any Tax in respect thereof;

(c)Obligations of any Group Company under any conditional sale, title retention, forward sale or purchase or any similar agreement or arrangement creating obligations with respect to the deferred purchase price (other than customary trade credit given in the ordinary course of trading);

(d)Bonus and commission accruals (inclusive of any applicable employer’s social security contributions) payable to directors, employees or contractors after the Completion Date by reference to the actual financial performance of the Group Companies prior to the Completion Date;

(e)Restructuring liabilities, including lease payments, severance payments, termination benefits and other costs (including, for the avoidance of doubt, any liabilities relating to the decommissioning of Custom Connect) of any Group Company;

(f)Legal reserves claims for which the Group Company has recorded a liability in accordance with the Accounting Standards;

(g)Corporate Income Tax Liabilities; and

(h)Asset retirement obligations of any Group Company;

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(i)any specific amounts payable as a result of any litigation, dispute resolution process (including arbitration), prosecution or investigation that has been finally and irrevocably settled or finally determined, if and to the extent such amounts remains unpaid by any of the Group Companies as at the Completion Time;

(j)any provisions of any Group Company in relation to product liability or technical claims;

(k)all unpaid but agreed-upon dividends of any Group Company for past periods as long as not waived as part of this Agreement;

(l)all liabilities of any Group Company (whether conditional or unconditional, present or future and including all Taxes) arising from the Reorganisation and Separation Steps Plans;

(m)all liabilities of any Group Company for redundancies costs to the extent that such items have been announced and have not been settled in cash prior to the Completion Time;

(n)all pension commitments related to the Group Companies;

(o)any leases for property of the Group Companies that should have been recorded as onerous under purchase accounting in accordance with the Accounting Standards;

(p)any other line items identified in the column headed “Debt” in Part C of Schedule 3 related to the Group Companies;

(q)Provision of the Group Companies for withholding taxes; and

(r)IRU install yet to be completed.

1.20The following items shall be classified as ‘Other’ in the Completion Statements and the Completion Balance Sheet (and hence shall not be included in the Cash Amount, the Debt Amount or Completion Working Capital):

(a)Deferred tax assets and liabilities;

(b)Security deposits; and

(c)Operating lease liabilities and capital lease liabilities.

1.21The following accounting principles shall apply to the calculation of the revenue, the cost of revenue, the Non-Headcount SG&A (including Opex- O&M) and the Headcount based SG&A for the purpose of preparation of the Completion Statements (including, for the avoidance of doubt, the calculation of the EBITDA Amount):

Revenue

(a)all revenue shall be recognised on a consistent basis with the accounting principles, policies, treatments and practices (including in relation to the frequency and timing of issuance of invoices) that were in fact adopted and applied in the recognition of revenue in the Accounts. To the extent any revenue referred to in paragraphs (b) to (h) below has been invoiced on a different basis to that applied in the Accounts the impact of the difference shall be excluded in preparation of the Completion Statements;

(b)the MRR shall be presented on a “spread billings” basis, where billings are evenly distributed over the respective billing service period to which they relate (e.g.,

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quarterly bills shall be equally spread over the three (3) calendar months to which they relate);

(c)the Prepaid Revenue shall be presented on a “billings basis”, where the Prepaid Revenue is presented as revenue in the period in which it is billed;

(d)the NRR shall be presented on a “billings basis”, where the NRR is presented as revenue in the period in which it is billed;

(e)usage, taxes and fees shall be presented as arising on a “billings basis”, where revenue is presented in the period in which it is billed;

(f)the revenue arising from any services provided by any Group Company as a supplier to any RemainCo Company as a customer shall be presented ratably in accordance with the provisions of the InfraCo MSA;

(g)any revenue arising under the Government Contract (as at the date of this Agreement, equal to no less than $10 million per annum) shall be ratably spread throughout the year;

(h)any revenue arising pursuant to the master services agreement between KPN B.V. and GTT International B.V. (KPN Eurorings B.V.) shall be presented in the following manner: (i) any revenue arising after May 2020 shall be presented in accordance with the principles set out above; and (ii) in respect of any revenue arising prior to June 2020, twenty (20) per cent, of such revenue shall be allocated to the InfraCo Business and eighty (80) per cent of such revenue shall be allocated to the RemainCo Business. For the avoidance of doubt, any revenue arising pursuant to the master services agreement between KPN B.V. and GTT International B.V. or from services provided to the acquired KPN International customer base and earned during the H1 2021 Period shall be included in the calculation of the H1 2021 EBITDA Amount and the EBITDA Statement only to the extent that such revenue is attributable to the activities of the InfraCo Business;

(i)Clouditalia revenue earned during the period between 1 January 2021 (inclusive) to 30 June 2021 (inclusive) (“H1 2021 Period”) shall be included within the H1 2021 EBITDA Amount and the EBITDA Statement but only to the extent such amounts are recovered in cash prior to the date that the Buyer delivers the draft Cash Statement, draft Debt Statement, draft Working Capital Statement and draft EBITDA Statement to the Sellers in accordance with paragraph 1.1 of Part 1 of this Schedule 3;

(j)the Facebook O&M revenue earned or invoiced during the H1 2021 Period shall be included within the H1 2021 EBITDA Amount in the EBITDA Statement only to the extent that the revenue relates to the services provided during the H1 2021 Period. Any revenue invoiced during the H1 2021 Period relating to the services provided prior to 31 December 2020 or after 30 June 2021 shall be disregarded for the purpose the H1 2021 EBITDA Amount included in the EBITDA Statement;

(k)any credit notes issued to customers during or after the H1 2021 Period relating to the revenue recognised during the H1 2021 Period shall reduce the H1 2021 EBITDA Amount in the EBITDA Statement. The amount by which the revenue during the H1 2021 Period is reduced as a result of application of this policy shall in any event be no less than $650,000;

Cost of revenue (COR) and Late payment fees

(l)Cost of revenue shall be based on enriched TEOCO detail resulting from the ongoing COR rebuild. Costs mapped to the InfraCo Business shall be based on costs attributable to the operation of the network and required to support the carve-out

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revenue. The mapping of costs shall be at the segment ID level as mapped by the operations team for both InfraCo and RemainCo; and

(m)any late payment fees or penalties to suppliers paid or incurred during the H1 2021 Period shall be included as an expense in the H1 2021 EBITDA Amount in the EBITDA Statement.

Capitalised expenses and finance leases

(n)The value of lease costs excluded from the H1 2021 EBITDA Amount in the EBITDA Statement as Capitalised expenses and finance leases shall not exceed $8,134,697.

Non-Headcount SG&A (Including OpEx O&M)

(o)Non-headcount SG&A will be based on an allocation of the Oracle Fusion trial balance amount between the InfraCo Business and the RemainCo Business using actual, or if unavailable, appropriate allocation keys consistent with those used in preparation of the Accounts (e.g., vendor spend, revenue, FTE, legal entities and expense by location).

Headcount based SG&A

(p)Headcount based SG&A shall be based on actual, or if unavailable, an allocation of the headcount related expenses (e.g., salaries, payroll costs, etc.) based on an allocation of the Oracle Fusion trial balance amount between the InfraCo Business and the RemainCo Business based on the identification of individual employees as an InfraCo employee or a RemainCo employee from the census file for the period.

Aggregate SG&A

(q)Notwithstanding the foregoing paragraphs, the aggregate amount of SG&A (headcount based SG&A and non-headcount SG&A) included in the calculation of the H1 2021 EBITDA Amount included in the EBITDA Statement shall be equal to $26,400,000.

1.22Allocated Accounts: It is recognised that the basis of preparation of the Accounts includes certain liabilities and assets on the basis of allocation using a methodology involving mathematical allocation of a balance between the Apollo, on one hand, and the RemainCo or any of its Affiliates, on the other hand. In respect of such categories of liabilities or asset, the amount to be included in the preparation of the Completion Statements and the Completion Balance Sheet shall not be based on any mathematical allocation, but shall be the actual amounts of liabilities or assets in each such category which exists in the Apollo at the Completion Time, and the remaining provisions of Part 2 of Schedule 3 shall, wherever necessary, be interpreted to this effect.

1.23Any liability included in the Debt Amount of the Completion Statement and Completion Balance Sheet shall be measured at their settlement amount (which means, including without limitation (i) any accrued interests calculated until the Completion Time, (ii) any break fees payable by any Group Company as a (direct or indirect) result of this Agreement, and (iii) but excluding book value of capitalised debt issue costs).

1.24No amount shall be included as an asset in the Completion Statement and Completion Balance Sheet in respect of cash unless it is fully reconciled to bank statements or third party documentation.

1.25Prepayments shall only be included in the Completion Statement and the Completion Balance Sheet to the extent goods and services in respect of such prepayments are receivable and benefit to the Group Company after the Completion Time.

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1.26The Completion Statement and the Completion Balance Sheet shall only recognise unbilled revenue assets in respect of the period prior to the Completion Time in accordance with the Accounting Standards.

1.27VAT payable or receivable by the Group Companies shall be included within the Completion Working Capital.

1.28The Completion Statement and the Completion Balance Sheet shall not release accruals or provisions included in the Accounts in respect of the Group Companies unless:

(a)they have been utilised (but not released) before the Completion Time; or

(b)there has been a change of facts and/or reasonable assumptions on the basis of facts since the Accounts Date; or

which provides conclusive evidence that no cash payments will be made following the Completion Time in respect of the matters such accruals or provisions were made in the Accounts in respect of the Group Companies. This policy is subject to policy 1.22 Allocated Accounts.

1.29The Completion Statement and the Completion the Balance Sheet shall include full provision in the Debt Amount for any separation, reorganisation costs, redundancy costs and known remediation costs (including but not limited to customer refunds and compensation together with any fees, fines or penalties) associated with Project Apollo.

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PART C: COMPLETION BALANCE SHEET FORMAT

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PART D: EBITDA SCHEDULE AND WORKED EXAMPLES

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SCHEDULE 4

Completion Obligations

Part 1: Obligations of the Sellers

On Completion, against performance by the Buyer of the matters set out in Part 2 of this Schedule 4, the Sellers shall deliver, or procure the delivery of, the following to the Buyer or the Buyer’s Solicitors:

Transaction documents

1.1duly executed copies of the GTT MSA , the GTT TSA, the InfraCo MSA and the InfraCo TSA;

1.2except where the Buyer has waived the Reorganisation Completion Reorganisation pursuant to clause 7.10, a written confirmation (made in the reasonable opinion of the Sellers acting in good faith) that the Reorganisation Completion Obligation has been satisfied; and

1.3duly executed copy of the Completion Disclosure Letter.

Title to Shares

1.4In respect of:

(a)GTT Ireland:

(i)executed share transfer form in respect of the entire issued share capital of GTT Ireland in favour of the Buyer;

(ii)original share certificate(s) in respect of GTT Ireland Shares 1 in the name of NGS Limited (or indemnities in lieu of such share certificates);

(iii)original share certificate(s) in respect of GTT Ireland Shares 2 in the name of GTT Holdings Ireland (or indemnities in lieu of such share certificates);

(b)Hibernia Atlantic Cable System Limited:

(i)executed share transfer form in respect of the entire issued share capital of Hibernia Atlantic Cable System Limited in favour of the Buyer;

(ii)original share certificate(s) in respect of Hibernia Atlantic Cable System Limited in the name of NGS Limited (or indemnities in lieu of such share certificates);

(c)Hibernia Atlantic (Singapore) Private Limited:

(i)duly completed and executed instrument(s) of transfer in respect of the Hibernia Atlantic (Singapore) Private Limited Share in favour of the Buyer;

(ii)original share certificate(s) in respect of the Hibernia Atlantic (Singapore) Private Limited Share in the name of NGS Limited (or an express indemnity in a form satisfactory to the Buyer in the case of any found to be missing);

(iii)a working sheet computing the net asset value per Hibernia Atlantic (Singapore) Private Limited Share in the form prescribed by the Stamp Duty Branch of the Inland Revenue Authority of Singapore, duly signed by a director of Hibernia Atlantic (Singapore) Private Limited, and copies of such other documents as may be prescribed from time to time by the Stamp Duty

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Branch for the purpose of assessing the stamp duty payable on the transfer of the Hibernia Atlantic (Singapore) Private Limited Share; and

(iv)an updated electronic register of members of the Company showing the Buyer as the holder of the Hibernia Atlantic (Singapore) Private Limited Share.

(d)Hoffnungsvoll Communication Private Limited:

(i)duly executed and stamped share transfer forms in respect of the entire issued share capital of Hoffnungsvoll Communication Private Limited in favour of the Buyer and its nominee;

(ii)original share certificates in respect of Hoffnungsvoll Communication Private Limited in the name of NGS Limited and Hibernia Atlantic UK Limited endorsed in the name of the Buyer and its nominee;

(e)Hibernia Atlantic Communications (Canada) Company:

(i)executed share transfer form in respect of Hibernia Atlantic Communications (Canada) Company in favour of the Buyer;

(ii)original share certificate in respect of Hibernia Atlantic Communications (Canada) Company in the name of NGS Limited;

(f)GTT US:

(i)executed assignment of membership interests in respect of GTT US in favour of the Buyer;

(g)Hibernia Atlantic (UK) Limited:

(i)executed stock transfer form in respect of Hibernia Atlantic (UK) Limited in favour of the Buyer;

(ii)original share certificate in respect of Hibernia Atlantic (UK) Limited in the name of NGS Limited (or an indemnity in respect of any lost certificate);

(h)Hibernia Media (UK) Limited:

(i)executed stock transfer form in respect of Hibernia Media (UK) Limited in favour of the Buyer;

(ii)original share certificate in respect of Hibernia Media (UK) Limited in the name of NGS Limited (or an indemnity in respect of any lost certificate);

(i)GTT UK:

(i)executed share transfer form in respect of GTT UK in favour of the Buyer;

(ii)original share certificate in respect of GTT UK in favour of GTT Holdings (or an indemnity in respect of any lost certificate);

and each transfer document referred to in this paragraph 1.4 which relates to a Target Company incorporated outside the United Kingdom shall be executed and delivered outside the United Kingdom;

Satisfaction of Conditions

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1.5evidence of satisfaction of the Chapter 11 Conditions in a form satisfactory to the Buyer, to the extent applicable and if not waived pursuant to the terms of this Agreement;

1.6evidence of satisfaction of the RSA Condition in a form satisfactory to the Buyer, to the extent applicable and if not waived pursuant to the terms of this Agreement;

RSA Condition

1.7a duly executed copy of the Acceptable RSA that is effective per its terms with respect to the Prinicipal Seller, the relevant members of the Sellers’ Group, the Buyer, the relevant members of the Buyer’s Group, and the RSA Lender Parties, and has not been terminated as of the Completion Date, including any exhibits, schedules, supplements, or other attachments thereto, and any other supporting documentation negotiated and or/executed in connection with entry into the Acceptable RSA, to the extent applicable and if not waived pursuant to the terms of this Agreement;

Directors and Company Secretary

1.8executed resignations in the agreed form of each director, officers and company secretary (as applicable) of each of the Group Companies (other than those directors and company secretary to remain in place after Completion as indicated in Parts 1 and 2 of Schedule 2 or as notified by the Buyer to the Principal Seller not less than five (5) Business Days prior to Completion);

Board resolutions

1.9a copy of the board resolutions of the Target Companies approving the transfers of the Shares, the issuance of new share certificate(s) in respect of the Shares (if relevant) and the transactions contemplated herein; and

1.10a copy of the board resolutions of the Group Companies accepting the resignation of the resigning directors, officers and company secretary (as applicable), and noting the appointment of such persons nominated by the Buyer as directors and company secretary with effect from Completion.

Release Documents and Guarantees

1.11copies of the Release Documents duly executed by each party thereto;

1.12copies of the following documents:

(a)the Microsoft Documents duly executed by each party thereto; and

(b)evidence of discharge of the RemainCo Security.

Lender Consents

1.13a copy of each Lender Consent (to the extent required).

IP Agreements

1.14to the extent not already delivered to the Buyer or the Buyer’s Solicitors prior to Completion, duly executed copies of the Licence Agreement, a separate InfraCo IP Assignment Agreement between each relevant Group Company and each relevant member of the Seller’s Group (excluding a Group Company), and a separate RemainCo IP Assignment Agreement between each relevant member of the Sellers’ Group (excluding a Group Company) and each relevant Group Company.

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Allocation Notice

1.15a copy of the Allocation Notice or Revised Allocation Notice, as applicable.

KPMG VDD Reports reliance letter

1.16a copy of a reliance letter duly executed by KPMG in favour of the Buyer in respect of the KPMG VDD Reports.

Part 2: Obligations of the Buyer

On Completion, against performance by the Sellers of the matters set out in Part 1 of this Schedule 4, the Buyer shall:

Satisfaction of Conditions

1.17provide evidence of satisfaction of the Competition Condition and the Regulatory Condition(s) in a form satisfactory to the Sellers;

Satisfaction of Initial Purchase Price

1.18procure the payment of:

(a)the KeyBank Payment(s) to the KeyBank Bank Account(s);

(b)the DTC Payment(s) to the DTC Bank Account(s); and

(c)the GTT Payment(s) to the Sellers’ Solicitors Bank Account(s);

Transaction Documents

1.19duly executed copies of the GTT MSA, the GTT TSA, the InfraCo MSA and the InfraCo TSA;

1.20[not used];

Documents to be delivered

1.21a copy of the board resolutions of the Buyer in the agreed form authorising the execution and performance by the Buyer of its obligations under this Agreement and each of the Transaction Documents to be executed by the Buyer at Completion (as applicable);

1.22copies of the Management Agreements duly executed by the relevant directors of the Group Companies appointed by the Buyer with effect from Completion; and

1.23to the extent not already delivered to or otherwise in the possession of the Sellers or the Sellers’ Solicitors prior to Completion, duly executed copies of the Licence Agreement, a separate InfraCo IP Assignment Agreement between each relevant Group Company and each relevant member of the Sellers’ Group (excluding a Group Company), and a separate RemainCo IP Assignment Agreement between each relevant member of the Sellers’ Group (excluding a Group Company) and each relevant Group Company.

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SCHEDULE 5

Warranties

Part 1: Title Warranties

1.CAPACITY AND AUTHORITY

Organisation and Standing

1.1Each Seller is validly organised, in existence and duly registered under the laws of its jurisdiction of organisation and has full power to conduct its business as conducted at the date of this Agreement.

1.2 None of the Sellers is insolvent or bankrupt or unable to pay its debts within the meaning of section 123 (1) or (2) of the Insolvency Act 1986 (or equivalent law of any jurisdiction in which each Seller is incorporated or resident, as applicable).

1.3No order has been made and no resolution has been passed for the winding up of any of the Sellers or for a liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up any of the Sellers in any way.

Authority

1.4Each Seller has the requisite capacity and authority to enter into and perform this Agreement and each of the other Transaction Documents to which it is or will be a party.

1.5Each Seller has obtained all corporate and shareholder authorisations and (save for any consents and approvals to be obtained pursuant to the terms of the Reorganisation Documents (including pursuant to clause 4 of this Agreement)) all other consents, licenses and authorisations required to empower it to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party.

1.6All authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable each Seller to execute, deliver and (save for any consents and approvals to be obtained pursuant to the terms of the Reorganisation Documents (including but not limited to pursuant to clause 4 of this Agreement) ) perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.

Valid and Binding Obligations

1.7This Agreement and each of the other Transaction Documents to which it is or will be a party will, when executed by each Seller, constitute legal, valid and binding obligations of such Seller in accordance with their respective terms.

2.THE SHARES

2.1Each Seller is the sole legal and beneficial owner of the Shares set opposite its name in column (2) of the table in Schedule 1 and is entitled to sell and transfer the full legal and beneficial ownership of such Shares.

2.2Subject to any Encumbrances established pursuant to the Credit Agreement, which shall be Discharged at or prior to Completion, there is no Encumbrance on, over or affecting the

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Shares set opposite the Seller’s name in the table in Schedule 1, nor any agreement or commitment to create any such Encumbrance.

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Part 2: Business Warranties

3.THE GROUP COMPANIES

Incorporation and existence

3.1Each Group Company is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated.

3.2The information in Schedule 2 of this Agreement is accurate in respect of each Group Company in all material respects and, as at the Completion Date, the only Group Companies are the companies listed in Schedule 2.

3.3So far as each of the Sellers is aware, there are no contracts, agreements or arrangements outstanding which call for the allotment, issue or transfer of, or accord to any person the right to call for the allotment, issue or transfer of any shares or any debentures in or securities of any of the Group Companies.

3.4The Shares together constitute the whole of the issued and allotted share capital of the Target Companies, were validly issued and allotted and are fully paid or credited as fully paid.

Subsidiaries

3.5The entire issued share capital of each Subsidiary is legally and beneficially held by a Group Company free from all Encumbrances or interests in favour of, or claims made by, any other person and are held with all rights now or hereafter attaching to them.

3.6The Subsidiaries are the only subsidiaries of the Target Companies.

3.7With the exception of the Subsidiaries, no Group Company:

(a)has any interest in nor owns any shares or debentures in the capital of any other company; or

(b)has agreed to acquire any interest in, or any shares or debentures in the capital of, any other company.

Statutory books

3.8So far as each of the Sellers is aware, the statutory books (excluding the minute books) of the Group Companies are up to date, in its possession or control and are accurate and complete, in all material respects.

Constitutional documents

3.9Copies of the constitutional documents of each Group Company are disclosed in the Data Room.

Joint ventures

3.10Save for the Existing Joint Venture Arrangements, no Group Company is party to any joint venture, consortium, partnership or profit sharing arrangement or agreement.

4.ACCOUNTS

4.1The Accounts show, in all material respects, a true and fair view of the Group’s:

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(a)assets, liabilities, state of affairs and financial position as at the Accounts Date; and

(b)EBITDA for the financial year ended on the Accounts Date.

4.2The Accounts have been prepared in accordance with the Basis of Presentation.

4.3As at the Accounts Date, the Accounts included all liabilities, recognise all provisions and present all contingent liabilities in accordance with the Basis of Presentation.

5.EVENTS SINCE THE ACCOUNTS DATE

Save for any actions taken (or to be taken) in connection with the Reorganisation in accordance with this Agreement, since the Accounts Date:

(a)there has been no material adverse change in the financial position of any Group Company or the Group as a whole;

(b)there has been no change in the issued share capital of any Group Company or in the legal or beneficial ownership of any Group Company;

(c)no dividend or other distribution (whether in cash, stock or in kind) has been declared, authorised, paid or made, by any Group Company (except for any dividends or other distributions provided for in the Accounts);

(d)the business of the Group Companies has been carried on in all material respects in the ordinary course and consistent with the way in which that business was conducted in the twelve (12) months preceding the Accounts Date;

(e)no Group Company has acquired or disposed of or agreed to acquire or dispose of any business, interest in any share, debenture or security of any company, or undertaking;

(f)except for trade debt incurred in the ordinary course of business, no Group Company has repaid any borrowing or indebtedness in advance of its stated maturity or other repayment date;

(g)no Group Company has acquired or disposed of or agreed to acquire or dispose of any material asset other than in the ordinary course of trading; and

(h)no Group Company has assumed or incurred, or agreed to assume or incur any material liability, obligation, commitment or expenditure other than in the ordinary and usual course of trading or any such liability that will be repaid and discharged in full at Completion.

6.ASSETS

6.1Following completion of the Reorganisation, each Group Company will own or be entitled to use (including pursuant to the Transaction Documents), all the material assets necessary to carry on the InfraCo Business in all material respects as currently carried on.

6.2The material assets of the InfraCo Business:

(a)are in the possession of or under the control of the Group Companies or members of the Sellers’ Group or otherwise the Group Companies or members of the Sellers’ Group have a right to use such material assets of the InfraCo Business;

(b)upon completion of the Reorganisation will be, in the possession or under the control of the Group Companies or otherwise the Group Companies will have a right to use

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such material assets of the InfraCo Business (including pursuant to any of the Transaction Documents); and

(c)

(i)other than Encumbrances under the Credit Agreement which are Disclosed, are free from Encumbrances; and

(ii)after giving effect to the repayment of all Financial Indebtedness or other such indebtedness of the Group Companies with the proceeds of the Funds concurrently with the consummation of the Completion on the Completion Date, will be free from Encumbrances,

(d)in each case other than Encumbrances (A) pursuant to the Target Security which are Disclosed or (B) arising by operation of applicable law,

and there are no agreements or arrangements under which any Group Company has agreed to dispose of any material asset other than in the ordinary course.

6.3The list and/or details (as applicable) of the InfraCo Assets set out in each Separation Asset List were prepared in good faith, are true, accurate and not misleading in all material respects, and include all of the InfraCo Assets to which such Separation Asset List relates.

6.4The Separation Asset Lists taken together list and/or contain details of (as applicable) all of the InfraCo Assets necessary to carry on the InfraCo Business in all material respects as currently carried on.

7.BORROWINGS AND LENDINGS

Facilities

7.1The Data Room contains materially accurate and not materially misleading details and/or copies of third party loans, ancillary banking facilities, hedging arrangements or other financial facilities, borrowing or indebtedness in the nature of borrowing which are currently outstanding or available to the Group (other than trade indebtedness).

7.2So far as each of the Sellers is aware, no Group Company has, by reason of its or any other Group Company’s default, become bound, and no person has become or alleged to be entitled (or with the giving of notice and/or the issue of a certificate will become entitled) to require it, to repay prior to its stipulated due date any indebtedness for borrowed money or redeemable preference share capital nor, so far as each of the Sellers is aware, are there any events or circumstances which might reasonably give rise to any of the foregoing.

7.3No Group Company (i) has made any loans (including to any member of the Seller’s Group and including as part of any cash-pooling or netting arrangement, excluding any loans to any Group Company which have been Disclosed in the Data Room) which have not been repaid to it or (ii) own the benefit of any debt, in each case as at the time of Completion.

7.4No Group Company is a borrower, or has incurred any Financial Indebtedness, under the Existing Debt Facilities, other than the IBM Loans that will be terminated and discharged in full at or prior to Completion.

Security

7.5No member of the Group has entered into any security documents or any other documents evidencing Encumbrances other than those security documents, details of which are contained in the Data Room, and which will be Discharged at Completion unless otherwise Disclosed.

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Guarantees and Indemnities

7.6So far as each of the Sellers is aware, other than any Guarantees that constitute the Target Security, no Group Company has any liability (whether actual or contingent) under any guarantee, indemnity or other agreement to secure or incur a financial or other obligation relating to the failure of another person (other than any of the other Group Companies) to perform its obligations that will not be terminated at or prior to the consummation of the Completion on the Completion Date.

7.7The maximum liability of the Group Companies pursuant to, or in connection with, the InfraCo Bank Guarantees is not greater than EUR 6,700,000 in aggregate.

7.8The maximum liability of each member of the Seller’s Group pursuant to, or in connection with, the RemainCo Security is USD5,400,000 in aggregate.

8.GRANTS AND ALLOWANCES

In the twelve (12) calendar months period preceding the date of this Agreement, no Group Company has received any investment grant (which is still outstanding) from any governmental department or agency or any local or other authority by virtue of any statute.

9.TRADING ARRANGEMENTS

Customers

9.1So far as each of the Sellers is aware, true and accurate copies of the master services agreements, all of which are currently in force and effect, between a Group Company and a Material Customer are included in the Data Room (the “Material Customer Contracts”).

9.2So far as each of the Sellers is aware, no Group Company has received written notice in the twelve (12) months preceding the date of this Agreement that it is, in breach of any material obligation of any of the Material Customer Contracts.

9.3So far as each of the Sellers is aware, no Group Company has given written notice to terminate, nor received written notice that any Material Customer intends to terminate, any Material Customer Contract and, so far as the Sellers are aware, there are no events or circumstances existing which would provide a reasonable basis for concluding that there are grounds for termination, avoidance or repudiation of any Material Customer Contract.

Suppliers

9.4So far as each of the Sellers is aware, true and accurate copies of the master services agreements, all of which are currently in force and effect, between a Group Company and a Material Supplier are included in the Data Room (the “Material Supplier Contracts”).

9.5So far as each of the Sellers is aware, no Group Company has received written notice in the twelve (12) months preceding the date of this Agreement that it is, in breach of any material obligation of any of the Material Supplier Contracts and nor is any other party to any Material Supplier Contract.

9.6So far as each of the Sellers is aware, no Group Company has given written notice to terminate, nor received written notice that any Material Supplier intends to terminate, any Material Supplier Contract and, so far as the Sellers are aware, there are no events or circumstances existing which would provide a reasonable basis for concluding that there are grounds for termination, avoidance or repudiation of any Material Contract.

No other material contracts

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9.7Other than the Material Customer Contracts and the Material Supplier Contracts, no Group Company is party to any Material Contract in relation to the InfraCo Business and will not, at Completion, be a party to any Material Contract in relation to the RemainCo Business. For this purpose, “Material Contract” means a contract or arrangement: (a) with outstanding obligations or liabilities of any party thereto in excess of €10,000,0000; or (b) which involves annual expenditure or revenue in excess of €10,000,000, but excluding any contract or arrangement under which all obligations of the parties thereto have been performed or which has terminated in accordance with its terms.

Historic acquisitions and disposals

9.8So far as each of the Sellers is aware, there are no outstanding claims by or against, or obligations or liabilities of, any Group Company which are material in the context of the InfraCo Business or the Group Companies as a whole in relation to any acquisitions or disposals to which any Group Company has been a party during the twenty four (24) calendar months before the date of this Agreement, and which have not been Disclosed in the Data Room, but excluding, for the avoidance of doubt, any liability that will be transferred or assigned to the Sellers’ Group pursuant to the terms of the Transaction Documents.

10.INTELLECTUAL PROPERTY AND IT

Ownership and Licensing

10.1The Data Room contains accurate details of all registered Owned Business IP (including applications for registration). A Group Company is the sole legal and beneficial owner of all Owned Business IP. All fees due and payable for the maintenance of all registered Owned Business IP have been paid.

10.2Copies of all material Licences-Out and Licences-In (other than off the shelf licences) are contained in the Data Room. No Group Company has received written notice in the twelve (12) months preceding the date of this Agreement that it is in breach of any material obligation of any Licence-Out or Licence-In and nor, so far as the Sellers are aware, is any other party to any Licence-Out or Licence-In in breach of any material obligation of any Licence-Out or Licence-In. No written notice has been given or received by a Group Company to terminate any Licence-Out or Licence-In in the twelve (12) months preceding the date of this Agreement.

10.3The Group Companies either legally and beneficially own, or are validly licensed to use, all Intellectual Property Rights which are required to carry on the InfraCo Business as at the date of this Agreement.

Dealings

10.4None of the Owned Business IP is subject to any Encumbrance other than pursuant to the security documents details of which are contained in the Data Room.

Infringements

10.5No Group Company has in the two (2) years preceding the date of this Agreement received written notice to indicate that it infringes the Intellectual Property Rights of any other person and, so far as the Sellers are aware, there is and has been no such infringement.

10.6So far as the Sellers are aware, no third party is infringing or has in the two (2) years preceding the date of this Agreement infringed the Owned Business IP or any Intellectual Property Rights licensed (or agreed to be licensed) to the Group Companies pursuant to any Transaction Document.

Information technology

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10.7Full and accurate particulars of the IT Systems are disclosed in the Disclosure Letter or the Data Room. Each of the IT Systems is either: (i) owned and directly controlled by a Group Company, free from Encumbrance, or (ii) validly licensed or leased for use by the relevant Group Company.

10.8In the two (2) years preceding the date of this Agreement, there has been no material failure of the IT Systems or breach of security in relation to the IT Systems where this has: (a) had a material adverse effect on the operations of any Group Company; or (b) led to the loss, destruction or, so far as the Sellers are aware, disclosure of any Personal Data transmitted, stored or otherwise processed by or on behalf of any Group Company.

11.DATA PROTECTION

In respect of all and any Personal Data processed by the Group Companies, none of the Group Companies has in the last twenty-four (24) calendar months received any written notice from any person (including any government authority) alleging a material breach of any Data Protection Legislation, complaining about the Group Companies’ use of Personal Data or threatening to conduct an investigation or take enforcement action against any Group Company.

12.EMPLOYEES

Terms and conditions

12.1The Data Room contains full and accurate copies or details of:

(a)the current terms of employment and benefits for the Senior Management Team;

(b)any consultancy agreement pursuant to which a consultant to any Group Company receives more than € 100,000 per annum;

(c)any standard form employment contracts regularly used by a Group Company for the engagement of the InfraCo Employees;

(d)share, profit sharing, bonus or other incentive plans or schemes applicable to employees of the Group Companies;

(e)staff/employee handbooks and other material procedures, schemes and policies relating to the employees of the Group Companies; and

(f)all material agreements which each Group Company has entered into or by which any Group Company is bound with any trade union, works council or similar recognised body representing employees of the Group Companies.

Resignations, employing entities and redundancies

12.2No member of the Senior Management Team has given or been given written notice to terminate his contract of employment which has not yet terminated.

12.3All members of the Senior Management Team are, as at the date of this Agreement, employed by a Group Company.

12.4Within the period of twelve (12) calendar months prior to the date of this Agreement, no Group Company has given notice of, made, or started implementation of any collective dismissals.

Disputes

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12.5No Group Company is or has been in the twenty four (24) months prior to the date of this Agreement involved in or the subject of (a) any material industrial, trade or labour dispute or (b) any strike, lockout, slow-down or work stoppage, in each case with or involving any trade union, works council, group or organisation of employees or employee representatives (together, “Employee Disputes”). So far as each of the Sellers is aware, no facts or circumstances exist which are likely (on a reasonable assessment) to give rise to any Employee Dispute (including as a result of the Transaction or the Reorganisation), nor, so far as each of the Sellers is aware, have there been any such Employee Disputes threatened in writing by or against any Group Company in the twelve (12) calendar months preceding the date of this Agreement.

Misconduct

12.6No form of enforcement action, lawsuit or proceeding (including cease and desist proceedings) has been instituted by the US SEC, the Department of Justice or any other governmental, prosecutorial or regulatory body of competent authority in relation to the maintenance of inaccurate books/records, insufficient accounting control or other forms of accounting misconduct or in respect of any alleged illegality, in each case arising out of or in connection with the Q2 Report, the Q2 Audit or the matters to which the Q2 Audit relates and in which any member of the Senior Management Team is named as a defendant or respondent and, to the knowledge of each of the Sellers, no facts or circumstances exist which are likely (on a reasonable assessment) to give rise to any member of the Senior Management Team being named as a defendant or respondent in any such enforcement action, lawsuit or proceeding.

13.PENSIONS

13.1The Pension Schemes are the only pension arrangements provided by the Group for the purpose of providing benefits on retirement for employees of the Group.

13.2Details or copies of all material terms governing the Pension Schemes are contained in the Data Room.

13.3So far as each of the Sellers is aware, each Group Company has duly complied in all material respects with all applicable contractual, legal and administrative requirements relating to the Pension Schemes.

13.4All contributions and other amounts which have fallen due for payment by a Group Company to the Pension Schemes have been paid.

14.THE PROPERTIES

Details of the Properties

14.1The Properties are the only material properties owned, controlled, used or occupied by the Group Company but excluding, for the avoidance of doubt, any rights of way, collocation arrangements and ducts. For the purpose the foregoing, “material property” means any owned Properties or leased Properties subject to a 100-year lease or longer or where the lease liability is greater than $1,000,000 or which are material to the InfraCo Business.

14.2So far as each of the Sellers is aware, all deeds and documents necessary to prove title to each Property are in the possession or are available to the relevant Group Company.

14.3The details of each Property set out in Schedule 7 are complete and accurate and not misleading and one of the Group Companies is the legal and beneficial owner in possession of each Property as shown in Schedule 7, is in exclusive occupation of it and has a good and marketable title to it.

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14.4So far as each of the Sellers is aware, no Group Company has received written notice in the last twelve (12) calendar months preceding the date of this Agreement of any outstanding breach of covenant in respect of any Property.

14.5So far as each of the Sellers is aware, no Group Company has received or given in the twelve (12) calendar months preceding the date of this Agreement written notice of any material disputes or demands which are outstanding at the date of this Agreement in respect of any Property.

14.6Each Property includes all mines and minerals beneath it (save those which at common law or by statute are vested in the Crown or a third party) and all airspace at and above ground level.

14.7Each Property is served by drainage, water, electricity and gas services, all of which are connected to the mains located entirely on, in or under the Property or by media elsewhere, and the means of access to and egress from each Property (including the means of escape in case of emergency) are over either roads which have been adopted by the local authority and are maintainable at public expense or roads in respect of the use of which the relevant Group Company and those deriving title under it to that Property have a permanent legal easement free from onerous or unusual conditions.

14.8All material covenants (whether affecting the freehold or any leasehold title to any of the Properties) have been properly performed and observed and the Group Company has not received notice of any outstanding breach of covenant in respect of any Property.

14.9The documents listed in the InfraCo Business Properties section in the Separation Asset List contain the details of all of the office space, data centres and cable landing stations owned, controlled, used or occupied by the Group Companies.

14.10Each Transferring InfraCo Business Property that will be transferred to a Group Company as part of the Reorganisation will be transferred with full title guarantee.

Leases and licences

14.11So far as each of the Sellers is aware, in relation to each Property which is held pursuant to a lease:

(a)no Group Company has received written notice in the twelve (12) calendar months preceding the date of this Agreement that it is in subsisting breach of any material covenant, condition or agreement contained in the lease on the part of either a Group Company or the relevant landlord; and

(b)no Group Company has agreed in writing to assign the Group Company’s interest in the leased premises to any other person.

14.12No Group Company has assigned or transferred any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease without receiving a full and effective indemnity in respect of its liability under that lease.

14.13So far as each of the Sellers is aware, all consents necessary for the grant of every Property held pursuant to a lease have been obtained.

Rights of way and Collocation Arrangements

14.14So far as each of the Sellers is aware, in the twelve (12) calendar month period preceding the date of this Agreement, no Group Company has received any subsisting written notices alleging a material breach of, or giving notice of termination of, any right of way agreement or

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agreements relating to the collocation arrangements, in each case material to the ongoing operations of the InfraCo Business.

14.15No IRUs, wayleave agreements, rights of way arrangements, colocation arrangements, landing arrangements or similar third party supply arrangements which are material to the operation of the InfraCo Business (including, but not limited to, any arrangements with Gasline, SFR, RFI, Autostrade, RENFE, ANAS, Consorzio Bonifica and/or Ticino Ovest) that are due to expire within the next three (3) years have been accounted for in the plan for the InfraCo Business;

14.16The Group Companies, and/or member of the Sellers’ Group in respect of the InfraCo Assets, have all the necessary rights, pursuant to statute, licence, contract or otherwise, to access, maintain, upgrade, service and operate any part of the InfraCo Business and InfraCo Network Assets, including those parts of the InfraCo Business and InfraCo Network Assets that are not located on an InfraCo Business Property.

14.17So far as each of the Sellers is aware, for any part of the Network which is situated on, in or under property that is not a Property, valid and enforceable contracts exist which entitle the respective relevant Group Company to use and access such parts of the Network.

14.18So far as each of the Sellers is aware, in the twelve (12) calendar month period preceding the date of this Agreement, no disputes or challenges have been notified in writing as to the title and rights of the relevant Group Company in relation to its ownership or operation or any part of the Network, and so far as each of the Sellers is aware no such dispute or challenges has been threatened.

14.19So far as each of the Sellers is aware, the Group Companies will be able to renew any contract covered by paragraph 12.15 above at the relevant time when such contract expires on the same or substantially similar terms without any dispute or issue.

14.20In this paragraph 12, “Network” means the physical infrastructure and the assets comprised of: owned and leased points of presence (POPs), owned fiber network, leased fiber network, IRUs for fiber, leased and IRUs capacity, rights of way (ROW) for owned fiber network, and logical network: DWDM, SDH, Ethernet equipment and supporting equipment such as repeaters, signal re-generators, generators, UPS, etc., fully owned or used by the Group Companies which allow them to carry out their businesses as presently conducted.

15.LICENCES TO OPERATE

15.1All material Licences required for or in connection with the carrying on of the InfraCo Business as at the date of this Agreement (the “Authorities”) have been obtained and at the Completion Date are held by a Group Company.

15.2So far as each of the Sellers is aware, all of the Authorities are in full force and effect and no Group Company has received or given written notice in the twelve (12) calendar month period preceding the date of this Agreement alleging that it or any other party has not complied with any of the Authorities in any material respect or indicating that any Authority is liable to be revoked, suspended or not renewed.

16.REORGANISATION

16.1No authorisations or permissions from, or notices or filings with, any governmental or other regulatory authority are required in connection with the implementation of the Reorganisation, other than Tax filings or elections required by a Taxation Authority.

17.COMPLIANCE

Compliance with laws

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17.1So far as the Sellers are aware, in the period of twenty four (24) calendar months ending on the date of this Agreement, each Group Company has been operating and carrying on its business and operations in compliance with, and no Group Company has received written notice of material non-compliance with, any applicable laws and regulations of any jurisdiction in which the InfraCo Business is carried on.

Anti-corruption and Sanctions

17.2So far as the Sellers are aware, no Group Company nor any of their respective directors, officers, employees nor, so far as the Sellers are aware, any other persons who perform services for or on behalf of those aforementioned persons, is or has at any time in the twenty four (24) calendar months preceding the date of this Agreement engaged in any activity or conduct which would:

(a)Constitute a Prohibited Payment or an offence under the UK Bribery Act 2010, the UK Proceeds of Crime Act 2002, the Foreign Corrupt Practices Act of 1977 and/or any other applicable anti-bribery or anti-money laundering laws, rules and regulations of any country having jurisdiction over the business activities of any Group Company; or

(b)violate Sanctions and/or cause any other person to be in violation of any Sanctions.

17.3The Group Companies have in place policies, systems, controls and procedures designed to ensure compliance with the UK Bribery Act 2010, the Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery laws and to prevent the making of a Prohibited Payment on their behalf or otherwise in connection with the business of each Group Company.

17.4So far as the Sellers are aware, no Group Company nor any of their respective directors, officers, employees, nor, so far as the Sellers are aware, any other persons who perform services for or on behalf of those aforementioned persons, is, or has at any time in the twenty four (24) calendar months prior to the date of this Agreement, (i) been a Sanctioned Person or (ii) engaged in any transaction or conduct that is reasonably likely to result in such person becoming a Sanctioned Person.

17.5So far as the Sellers are aware, no Group Company is, or has at any time in the twenty four (24) months prior to the date of this Agreement, been notified in writing of any involvement in any Action concerning or relating to any actual or alleged breach of any laws referred to in paragraph 15.2(a) above, any Sanctions or any Prohibited Payment and, to the best of the Sellers’ knowledge, no such Action is pending, threatened or contemplated.

17.6In this paragraph 15:

(a)“Action” means any prosecution, enforcement action, alternative dispute resolution proceedings or processes, litigation, arbitration, governmental audit, investigation, action or other proceeding or settlement of any proceeding;

(b)“Prohibited Payment” means the offer to make, promise to make or authorise the payment or giving of, or request, agree to receive or accept, directly or indirectly, any (a) bribe, rebate, payoff, influence payment, facilitation payment or kickback; or (b) other unlawful payment or gift of money or anything of value prohibited under any applicable law, rule or regulation;

(c)“Sanctioned Person” means a person or entity that is (i) listed or referred to on any Sanctions List; (ii) located in or incorporated under the laws of a Sanctioned Country; (iii) owned or controlled by, or acting on behalf or at the direction of, a person referred to in (i) or (ii); or (iv) otherwise a target of Sanctions;

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(d)“Sanctioned Country” means any country or territory targeted by comprehensive country-wide or territory-wide Sanctions from time to time and being, as at the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria;

(e)“Sanctions” means any economic, financial and trade embargoes and sanctions laws, regulations, rules and/or restrictive measures administered, implemented, enacted or enforced by any Sanctions Authority, each as amended, supplemented and substituted from time to time;

(f)“Sanctions Authority” means the United Nations Security Council, the European Union and any member state thereof, the United Kingdom, the United States and any governmental, public or regulatory authority or body of any of the aforementioned (including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of the Treasury); and

(g)“Sanctions List” means the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Consolidated List of Persons and Entities subject to Financial Sanctions maintained by the EC or any similar list maintained by, or public announcement of Sanctions designation made by a Sanctions Authority, each as amended, supplemented and substituted from time to time.

18.LITIGATION

18.1Other than in respect of debt collection in the ordinary course of business, no Group Company is or has been in the twenty four (24) months prior to the date of this Agreement involved in any material civil, criminal, arbitration, dispute resolution, litigation or administrative proceedings in any jurisdiction (together, “Proceedings”). For this purpose, “material” means proceedings which (if successful) would result in a cost, benefit or value to the Group Companies of €500,000 or more.

18.2No Proceedings are pending by or against any Group Company, nor, so far as the Sellers are aware, do any facts or circumstances exist which are likely (on a reasonable assessment) to give rise to any Proceedings involving any Group Company nor, so far as the Sellers are aware, have there been any such Proceedings threatened in writing by or against any Group Company in the twelve (12) calendar months preceding the date of this Agreement.

18.3There is no judgment, award, order or decision outstanding or pending against any Group Company or its assets.

18.4So far as each of the Sellers is aware, no material governmental investigation or enquiry or material disciplinary proceedings specifically concerning any Group Company (in each case as notified to a Group Company in writing) is in progress or been threatened in writing to a Group Company, nor been in progress in the twenty four (24) months prior to the date of this Agreement and, so far as each of the Sellers is aware, there are no facts or circumstances which are likely (on a reasonable assessment) to give rise to such material governmental investigation or enquiry or material disciplinary proceedings.

19.INSURANCE

19.1The Data Room contains materially accurate and not materially misleading details of the material terms and/or copies of the insurance policies maintained by or covering each Group Company (the “Policies”), all of which are in full force and effect and are not void on account of any act, error, omission, non-disclosure, non-payment of premiums, breach of policy terms or conditions, or failure to comply with any warranties.

19.2All premiums due and payable by any Group Company to date under the Policies have been paid.

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19.3No Group Company has been notified in writing in the twelve (12) calendar months preceding the date of this Agreement that it has done or omitted to do anything the doing or omission of which would result in any Policy being void or invalid (other than as a result of a lapse of time).

19.4Details of all material claims made by the Company under the Policies in the twelve (12) months before the date of this Agreement have been disclosed in the Data Room and, so far as each of the Sellers is aware, there are no facts or circumstances that could entitle the insurer under any Policy to refuse to indemnify in whole or in part in respect of any outstanding or possible claim.

20.INSOLVENCY

20.1All Warranties in this paragraph 18 are given in respect of the period commencing two (2) years prior to the date of this Agreement and ending on (and including) the date on which the Warranties are given.

Receivership

20.2No receiver or administrative receiver has been appointed of the whole or any part of the property, assets or undertaking of any Group Company and no petition or application for the appointment of a receiver or administrative receiver has been threatened, presented, made, served or filed.

Administration

20.3No administrator has been appointed in respect of any Group Company and no petition or application for administration has been presented, made, served or filed.

Compromises

20.4No voluntary arrangement, compromise, composition, scheme of arrangement, standstill agreement, deferral, rescheduling or other readjustment or reorganisation or other arrangement between any Group Company and its creditors and/or its members (or any class of either of them) has been approved by or proposed in respect of any Group Company.

Winding-up

20.5No petition has been threatened or presented against any Group Company by any third party that is still outstanding and no order has been made and no resolution has been passed for the purpose of winding up any Group Company or for the appointment of a provisional liquidator to a Group Company.

Payment of debts

20.6No Group Company has stopped paying its debts as and when they fall due nor is it insolvent or unable to pay its debts within the meaning of section 123 (1) or (2) of the Insolvency Act 1986 (or equivalent law of any jurisdiction in which a Group Company is incorporated).

Analogous proceedings

20.7The Group Companies are not, in any jurisdiction, subject to or threatened by any other procedures or steps which are analogous to those set out above.

21.ENVIRONMENT AND HEALTH AND SAFETY

21.1Each Group Company holds all Environmental Permits necessary for the conduct of its business as conducted on the date of this Agreement. So far as the Sellers are aware, in the

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twenty four (24) months prior to the date of this Agreement, each Group Company has complied in all material respects with the terms and conditions of all Environmental Permits that it holds and has been operating and carrying on its business and operations in material compliance with all applicable Environmental Law. No Environmental Permits may be terminated, revoked, modified or suspended as a result of the Transaction.

21.2So far as each of the Sellers is aware, no material works or material expenditure are required in order to secure compliance with, or maintain, any Environmental Permit of any Group Company or, so far as each of the Sellers is aware, in order for each Group Company to comply with all applicable Environmental Laws. So far as each of the Sellers is aware, no Group Company is or may be responsible (wholly or in part) for any Remedial Action.

21.3So far as each of the Sellers is aware, no Group Company has been notified in writing of any involvement in any material Action in relation to any material Environmental Law or concerning any Environmental Permit or Dangerous Substance and, so far as each of the Sellers is aware, there are no facts or circumstances which are likely to give rise to any Action by or against a Group Company.

21.4For the purposes of this paragraph 19:

(a)“Action” has the meaning given to it in paragraph 15.6(a) of this Schedule 5;

(b)“Dangerous Substance” means any natural or artificial substance or thing (whether in a solid, liquid, gas, vapour or other form) that is capable (alone or in combination) of causing harm to man or any other living organism or of damaging the Environment or public health or welfare (including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous substances, radiation, noise, vibration, electricity and heat);

(c)“Environment” means air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man;

(d)“Environmental Law” means any and all applicable laws, rules and regulations, guidance having the force of law and international and EU treaties concerning the protection of the Environment, human health, safety and welfare, conditions in the workplace or the generation, transportation, storage, treatment or disposal of a Dangerous Substance;

(e)“Environmental Permit” means any permit, licence, authorisation, permission, consent, exemption or other approval required under or in relation to any Environmental Law that is material to the operation of the InfraCo Business; and

(f)“Remedial Action” means: (i) any works or action limiting, mitigating, remediating, preventing, removing, ameliorating or containing the presence or effect of any Dangerous Substance in or on the Environment; or (ii) any investigation, sampling or monitoring in connection with any such works or action.

Part 3: Tax Warranties

22.GENERAL

21.1All notices, returns (including any land transaction returns), reports, accounts, computations, statements, assessments, claims, disclaimers, elections and registrations and any other necessary information which have, or should have, been submitted by a Group Company to

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any Taxation Authority for the purposes of Tax have been made on a proper basis, were submitted within applicable time limits and were accurate and complete in all material respects. All records which any Group Company is required to keep for Taxation purposes, or which would be needed to substantiate any claim made or position taken in relation to Taxation by the relevant Group Company, have been duly kept and are available for inspection at the premises of the relevant Group Company.

21.2No Group Company is or has been in the last three (3) years prior to the date of this Agreement (insofar as it had been duly incorporated at the relevant time) liable to pay any penalty, interest, supplement, fine, default surcharge or other similar payment in connection with any Taxation.

21.3No Group Company is party to any outstanding dispute with any Taxation Authority and no Group Company has been notified in writing that it is the subject of any review, audit or investigation by any Taxation Authority.

21.4All material amounts of Tax which a Group Company has been liable to pay or account for (including Tax required to be withheld or deducted from payments) has within the relevant time limits been duly paid or accounted for.

23.TAX CLEARANCES

Any clearances and consents that have been applied for in the three (3) years prior to the date of this Agreement by or on behalf of each Group Company (insofar as it had been duly incorporated at the relevant time) from any Taxation Authority have been obtained and were obtained after full and accurate disclosure of all material facts and considerations and nothing has arisen since any such clearance or consent was obtained which would bring into question its validity. The amount of Taxation chargeable on any Group Company during the three (3) years prior to the date of this Agreement has not been affected to any material extent by any concession, agreement or other formal or informal arrangement with any Taxation Authority (not being a concession, agreement or arrangement available to companies generally).

24.RESIDENCE

Each Group Company has, throughout the past three (3) years, been resident in is jurisdiction of incorporation for corporation tax purposes and has not, at any time in the past three (3) years, been treated as resident in any other jurisdiction for the purposes of any double taxation arrangements or for any other Tax purposes or had a branch, agency or permanent establishment in a country other than the country of its incorporation.

25.VAT

Each Group Company has within the last three (3) years prior to the date of this Agreement complied in all material respects with all statutory provisions, regulations and written notices relating to VAT and has duly and punctually accounted for and/or paid to the relevant Taxation Authority all amounts of VAT which it ought to have so accounted for and/or paid.

26.STAMP DUTY AND TRANSFER TAXES

Any document that may be necessary or desirable in proving the title of a Group Company to any asset which is owned by such Group Company at Completion is duly stamped for stamp duty purposes or has had the transfer or registration tax due in respect of it paid.

27.TRANSFER PRICING

All transactions or arrangements made a Group Company have been made on arm’s length terms and the processes by which prices and terms have been arrived at have, in each case,

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been fully documented. No notice, enquiry or adjustment has been made by any Taxation Authority in connection with any such transactions or arrangements.

28.ANTI AVOIDANCE

No Group Company has been involved in any transaction or series of transactions the main purpose, or one of the main purposes of which, was the avoidance of Tax, or any transaction that produced a loss for Tax purposes with no corresponding commercial or economic loss.

29.COMPLETION

So far as the Sellers are aware, no charge to Taxation will arise on any Group Company by virtue (whether alone or in conjunction with any other event or circumstance) of the entering into and/or Completion of this Agreement.

30.SECONDARY TAX LIABILITIES

No Group Company is or, so far as the Sellers are aware, will become liable to pay, reimburse or indemnify any person (including a Taxation Authority) an amount in respect of a tax liability which is the primary liability of, or (where the tax liability does not result from profits earned, accrued or received by that Group Company or from any supply made by that Group Company) joint and several liability of, any other person, body of persons, entity or company.

Part 4: Buyer Warranties

31.ORGANISATION AND STANDING

31.1The Buyer is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement.

31.2The Buyer is not insolvent or bankrupt or unable to pay its debts within the meaning of section 123 (1) or (2) of the Insolvency Act 1986 (or equivalent law of any jurisdiction in which the Buyer is incorporated or resident, as applicable).

31.3No order has been made and no resolution has been passed for the winding up of of the Buyer or for a liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Buyer in any way.

32.AUTHORITY

32.1The Buyer has the requisite capacity and authority to enter into and perform this Agreement and each of the other Transaction Documents to which it is or will be a party.

32.2The Buyer has obtained all corporate and shareholder authorisations and (save for any consents and approvals to be obtained pursuant to the terms of the Reorganisation Documents (including pursuant to clause 4 of this Agreement)) all other consents, licenses and authorisations required to empower it to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party.

32.3All authorisations from, and notices or filings with, any governmental or other authority that are necessary to enable the Buyer to execute, deliver and (save for any consents and approvals to be obtained pursuant to the terms of the Reorganisation Documents (including pursuant to clause 4 of this Agreement)) perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party have been obtained

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or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.

33.VALID AND BINDING OBLIGATIONS

This Agreement and each of the other Transaction Documents to which it is or will be a party will, when executed by the Buyer, constitute legal, valid and binding obligations of such Buyer in accordance with their respective terms.

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SCHEDULE 6

Limitations on Claims and Separation Claims

Part 1: Limitations on Claims

1.SCOPE

1.1The parties agree that the provisions of this Part 1 of Schedule 6 shall apply in respect of each and any Claims, Reorganisation Indemnity Claims and Tax Covenant Claims.

1.2The Buyer shall not be entitled to claim for: (i) any direct or indirect loss of profit; and/or (ii) any direct or indirect consequential loss, in each case other than (a) in respect of any claims made under clause 15.4(a) or (b) where such losses are reasonably foreseeable.

1.3The parties acknowledge and agree that this Schedule 6 shall not apply in relation to the determination of the Cash Amount, the Debt Amount, the Working Capital Adjustment and the EBITDA Adjustment in accordance with the provisions of clause 3 and Schedule 3.

2.TIME LIMITS

2.1Subject to the other limitations set forth in this Part 1 of Schedule 6, the Sellers shall not be liable for any Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim unless written notice of the claim has been given to the relevant Sellers by or on behalf of the Buyer as soon as reasonably practicable but no later than thirty (30) days after the Buyer becoming actually aware that the relevant fact, matter, event or circumstance has arisen to the extent that the relevant Seller is actually prejudiced by any failure by the Buyer to give such written notice. In any event, written notice in respect of:

(a)any Business Warranty Claim must be given to the Principal Seller on or before the date which is twelve (12) calendar months from (and including) the Completion Date;

(b)any Title Warranty Claim and any Reorganisation Indemnity Claim must be given to the Principal Seller on or before the date which is twenty four (24) calendar months from (and including) the Completion Date;

(c)any Tax Warranty Claim or any Tax Covenant Claim other than any Tax Covenant Claim under paragraph 2.3(a) of Schedule 20 must be given to the Principal Seller on or before the date which is six (6) years from (and including) the Completion Date; and

(d)any Tax Covenant Claim under paragraph 2.3(a) of Schedule 20 must be given to the Principal Seller on or before the date which is three months after the date of expiry of the statutory limitation period in respect of the relevant underlying Tax Liability.

2.2The written notice of a Warranty Claim referred to in paragraph 2.1 above shall give (to the extent they are then available to the Buyer) specific details of the nature of the Warranty Claim, the circumstances giving rise to it and the Buyer’s bona fide estimate of any alleged loss.

2.3Any Warranty Claim shall be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn) (and no new Warranty Claim may be made in respect of the facts giving rise to such withdrawn Warranty Claim) unless legal proceedings in respect thereof have been commenced within six (6) calendar months of the giving of written notice of the Warranty Claim and for this purpose such legal proceedings shall not be deemed to have commenced unless both issued and validly served against the relevant Seller(s); provided that, (a) in the case of a contingent liability, the six (6) calendar month period shall commence on the date

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the relevant contingent liability becomes an actual liability and is due and payable, (b) in the case of any Warranty Claim covered by a policy of insurance, the six (6) calendar month period shall commence on the date on which the insurance claim is finally decided and (c) in the case where paragraph 9 of this Schedule applies, the six (6) calendar month period shall commence on the date that the Buyer notifies the relevant Seller(s) that all reasonable steps have been taken to enforce recovery against the relevant third party, such notification having been made promptly upon the Buyer having taken all reasonable steps.

2.4The parties agree that the limitation periods specified in paragraph 2.1 shall apply whether or not such periods are longer or shorter than any relevant statutory limitation period applying to this Agreement.

3.MAXIMUM LIABILITY

3.1Subject to paragraph 3.2 below, the maximum aggregate liability of the Sellers in respect of all Claims, Reorganisation Indemnity Claims and Tax Covenant Claims (but excluding Separation Claims) shall not exceed an amount equal to the Consideration.

3.2For the purpose of this Schedule 6, the Deferred Consideration shall be deemed to form part of the Consideration only if and to the extent it is actually paid pursuant to clause 3.20.

3.3The maximum aggregate liability of the Sellers in respect of any and all Warranty Claims (other than Title Warranty Claims) and Tax Covenant Claims (other than Specific Tax Covenant Claims or Reorganisation Tax Claims) shall be limited to one euro (€ 1), notwithstanding any subsequent non-payment under the W&I Policy or any vitiation or expiry or termination of the W&I Policy or insolvency of the underwriters of the W&I Policy or for any other reason whatsoever.

3.4Other than for a Title Warranty Claim, Specific Tax Covenant Claim or a Reorganisation Tax Claim, the Buyer shall seek recovery of its damages and compensation in respect of all Warranty Claims and Tax Covenant Claims for any amount above one euro (€ 1), only under the W&I Policy and shall not seek recovery of its damages or compensation from the Sellers in respect of any such Warranty Claim. The Buyer shall only be entitled to seek recovery of its damages and compensation from the Sellers in respect of any Title Warranty Claim for any amounts not recovered under the W&I Policy and excluding the amount of any deductible or excess under the W&I Policy.

4.THRESHOLD AND DE MINIMIS

4.1The Sellers shall not be liable for any Warranty Claim or Tax Covenant Claim unless the aggregate amount of its liability for such Warranty Claim or Tax Covenant Claim, as the case may be, when taken together with the aggregate amount of its liability for all other Warranty Claims or Reorganisation Indemnity Claims, or Tax Covenant Claims exceeds €2,000,000 (the “Threshold”) in which event the Sellers shall, subject to the other limitations contained in this Part 1 of Schedule 6 in this Agreement, be liable for the whole amount of all such Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim (as the case may be) and not merely the amount by which they exceed the Threshold.

4.2The Sellers shall not be liable for any Warranty Claim, Reorganisation Indemnity or Tax Covenant Claim if the amount of the liability in respect of that Warranty Claim or Reorganisation Indemnity Claim does not exceed €250,000 (a “De Minimis Claim”) and no such De Minimis Claim shall count towards the Threshold.

4.3For the purposes of calculating a Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim counting towards the Threshold and/or any De Minimis Claim:

(a)there shall be excluded from any Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim the amount of any costs, expenses and other liabilities (together

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with any irrecoverable VAT thereon) incurred or to be incurred by the Buyer and any member of the Buyer’s Group in connection with the making of any such Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim; and

(b)where a Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Warranty Claim or Reorganisation Indemnity Claim or Tax Covenant Claim, such claim shall be treated as a separate Warranty Claim, Reorganisation Indemnity Claim or Tax Covenant Claim in respect of each such event, circumstance, act or omission.

5.REMEDIABLE BREACHES

The Sellers shall not be liable for any Warranty Claim to the extent that the fact, matter, event or circumstance giving rise to such Warranty Claim is remediable and is remedied by, and at the expense of, the relevant Sellers within thirty (30) days of the date on which written notice of such Warranty Claim is received by the Seller pursuant to paragraph 2 of this Part 1 of Schedule 6, and the Buyer agrees to use all reasonable endeavours to assist, and to procure the assistance of, the Group Companies in remedying such breach (in each case at the Principal Seller’s cost).

6.CONTINGENT LIABILITIES

The Sellers shall not be liable for any Warranty Claim or any Reorganisation Indemnity Claim which arises by reason of a liability which, at the time when written notice of the Warranty Claim or the Reorganisation Indemnity Claim is given to the Sellers pursuant to paragraph 2 of this Part 1 of Schedule 6, is contingent only or is otherwise not capable of being quantified and the Sellers shall not be liable to make any payment in respect of such Warranty Claim or Reorganisation Indemnity Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified, and in the case of a claim for breach of a Tax Warranty it becomes due and payable, and the due date for payment shall mean the last day on which that Tax may, by law, be paid without incurring any penalty, fine, surcharge, interest, charges, costs or other similar imposition (after taking into account any postponement of the date that was obtained for the payment of that Tax). This paragraph 6 is without prejudice to the Buyer’s right to give notice of the Warranty Claim in accordance with paragraph 2 of this Schedule 6.

7.CHANGES ON AND/OR AFTER THE DATE OF THIS AGREEMENT

The Sellers shall not be liable for any Warranty Claim to the extent that it arises, or is increased by:

(a)any decision of any court or tribunal or the passing or coming into force of or any change in any legislation, regulation, directive, requirement or any practice of any government, government department or agency or regulatory body (including the withdrawal of any extra statutory concession of a Taxation Authority), or any change in judicial interpretation of legislation, in each case made on and/or after the date of this Agreement;

(b)any increase in rates of Taxation or variation in the method of applying or calculating the rate of Taxation made on and/or after the date of this Agreement;

(c)any change in the accounting reference date of the Buyer or any Group Company made on and/or after the date of Completion (save where such change is required to comply with generally accepted accounting principles);

(d)any change in any accounting basis, policy, practice or approach of, or applicable to, any Group Company or the Buyer or any member of the Buyer’s Group, or any

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change in the way an accounting basis is adapted for Tax purposes, in each case, made on and/or after Completion (save where such change is required to conform such policy or practice with generally accepted policies or practices or where such change is necessary to correct an improper policy or practice);

(e)any cessation of, or any material change in, the nature or conduct of any business carried on by the Buyer or any Group Company, occurring on and/or after Completion;

(f)any reorganisation or change in ownership of any member of the Buyer’s Group on or after Completion;

(g)any failure by the Buyer to comply with its obligations under the Agreement; or

(h)any act, omission, transaction or arrangement carried out or effected after the date of this Agreement by, or at the request or with the prior written approval of, the Buyer.

8.INSURANCE

8.1If, in respect of any Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim where the liability of the Sellers exceeds or may exceed the liability cap of one euro (€ 1) provided for in paragraph 3.2 of this Part 1 of Schedule 6, the Buyer or any member of the Group is insured against any loss, damage or liability which is the basis of such Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim under the terms of any insurance policy, including for the avoidance of doubt, under the Tax Policies, or the Alma Matter Insurance Policy, the Buyer shall or shall procure that the insured company makes a claim against the insurers under such policy and takes reasonable steps to pursue the claim in good faith (but subject to paragraph 8.2 below, the foregoing shall not restrict the Buyer’s ability to pursue its Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim against the Sellers), provided that in all circumstances the Sellers shall be entitled to rely on paragraph 9.2 of this Schedule 6 in respect of any amounts recovered from the insurers.

8.2Notwithstanding anything in paragraph 8.1 above, in respect of a Tax Covenant Claim under paragraph 2.3(a) of the Tax Covenant, the Buyer must take reasonable steps to pursue recovery under the Tax Policies in addition to bringing a claim against the Sellers it being acknowledged and agreed that nothing in the foregoing:

(a)restricts the Buyer’s ability to bring a Tax Covenant Claim pursuant to paragraph 2.3(a) at the same time as seeking recovery pursuant to the Tax Policies

(b)restricts the Buyer’s ability to pursue its Tax Covenant Claim under paragraph 2.3(a) against the Sellers where recovery pursuant to the Sellers’ Tax Insurance Policies is not reasonably likely to be achieved (in the opinion of the Buyer acting reasonably); or

(c) restricts or limits the liability of the Sellers pursuant to paragraph 2.3(a) of the Tax Covenant for any amounts not recoverable or recovered by the Buyer or any member of the Group under the Tax Policies including but not limited to (i) any retention amount(s) under the Tax Policies and (ii) any amounts in excess of the maximum liability of the insurers under the Tax Policies.

8.3For the avoidance of doubt, if the due date for payment under this Agreement in respect of a successful Tax Covenant Claim against the Sellers pursuant to sub-paragraph 2.3(a) of the Tax Covenant falls before the date of payment of an amount from an insurer pursuant to a Tax Policy in respect of the same matter giving rise to such Tax Covenant Claim, then notwithstanding anything in this paragraph 8, the Sellers will be required to pay such amounts as would be required to be paid absent the relevant Tax Policy pursuant to paragraph 6 of Schedule 20, provided that if a German Tax Cash Collateralisation has been made, the

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provisions of clause 4.19 and 4.20 and 4.21 shall apply any liability of the Sellers up to the amount of the German Tax Cash Collateralisation Amount (as may have been reduced from time to time in accordance with clause 4.20) and shall instead be funded from the German Tax Cash Collateralisation (to the fullest extent possible) and further provided that in all circumstances the Sellers shall be entitled to rely on paragraph 9.2 of this Schedule 6 in respect of any amounts later recovered from the insurers under any Tax Policy in respect of the same matter.

8.4Any reasonable costs and expenses actually and properly incurred by the Buyer or any Group Company in recovering sums under the Tax Policies shall be deemed to be costs and expenses within paragraph 2.3(d) of Schedule 20.

8.5For the purposes of this paragraph 8 the “Tax Policies” means the Sellers’ Tax Insurance Policies, the German Tax Replacement Insurance Policy and the Alma Matter Insurance Policy.

9.RECOVERY FROM THIRD PARTIES

9.1If, in respect of any Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim where the liability of the Sellers exceeds or may exceed the liability cap of one euro (€ 1) provided for in paragraph 3.2 of this Part 1 of Schedule 6, the Buyer or any member of the Buyer’s Group recovers or is entitled to recover (whether by payment, discount, credit, relief, set-off or otherwise) from a third party (other than under the W&I Policy) a sum which indemnifies or compensates the Buyer or any member of the Buyer’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim, the Buyer shall take all reasonable steps to enforce the recovery against the third party and any actual recovery (less all costs and expenses actually and properly incurred by the Buyer or the relevant Group Company in recovering such sum and any and all Taxation payable by the Buyer or the relevant Group Company (or that would have been payable but for the availability of any Relief) by virtue of its receipt) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery (but the foregoing shall not restrict the Buyer’s ability to pursue its Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim against the Sellers).

9.2If the Sellers have paid an amount in discharge of any Tax Covenant Claim, Warranty Claim or Reorganisation Indemnity Claim in excess of the liability of one euro (€ 1) provided for in paragraph 3.2 of this Part 1 of Schedule 6 and a Buyer or any member of the Buyer’s Group is entitled to recover or subsequently recovers (whether by payment, discount, credit, relief, set-off or otherwise) from a third party a sum which indemnifies or compensates the Buyer or any member of the Buyer’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim, the Buyer shall take all reasonable steps to enforce such recovery and shall, or shall procure that the relevant member of the Buyer’s Group shall, pay to the Sellers as soon as practicable after receipt an amount equal to the lesser of:

(a)any sum recovered from the third party; and

(b)the amount previously paid by the relevant Seller(s) to the Buyer,

in each case, less all costs and expenses actually and properly incurred by the Buyer or the relevant Group Company in recovering such sum and any and all Taxation payable by the Buyer or the relevant Group Company (or that would have been payable but for the availability of any Relief) by virtue of its receipt.

10.THIRD PARTY CLAIMS

10.1If any member of the Buyer’s Group becomes aware of any actual or threatened assessment, claim, action or demand by a third party against any member of the Buyer’s Group (a “Third

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Party Claim”) which causes or which, in the Buyer’s reasonable opinion, is likely to cause any of the Sellers to be liable in respect of (i) a Warranty Claim in excess of the liability of the one euro (€ 1) cap on liability provided for in paragraph 3.2 of this Part 1 of Schedule 6 or (ii) a Reorganisation Indemnity Claim or (iii) a Separation Claim, the Buyer shall (and shall procure, where relevant, that the relevant member of the Buyer’s Group shall):

(a)promptly give written notice and reasonable details of the Third Party Claim to the Principal Seller together with an assessment of the damages or loss, if known; and

(b)at the written request of the Principal Seller:

(i)take or procure that the Target Companies or relevant member of the Buyer’s Group shall take such action as the Principal Seller may reasonably require to avoid, contest, dispute, resist, appeal, compromise or defend the Third Party Claim (including, but without limitation, making counterclaims and exercising all rights of set-off against third parties);

(ii)render or cause to be rendered to the Principal Seller all such reasonable assistance as the Principal Seller may reasonably require (including providing reasonable access to information and to employees of the Target Companies or the relevant Group Company, provided that the Principal Seller shall give reasonable notice of any access to information or employees which may be required and provided further that the provision of such access does not materially interfere with the operation of the business of the Buyer’s Group or involve a breach of applicable law) for the purpose of avoiding, contesting, disputing, resisting, appealing, compromising or defending the Third Party Claim; and

(iii)where such Third Party Claim relates to Taxation, procure that no material written communication shall be sent to any Taxation Authority in relation to the subject matter of the Third Party Claim without the prior written approval of the Principal Seller (such approval not to be unreasonably withheld or delayed) and the Principal Seller shall be promptly informed of all meetings and telephone calls with such Taxation Authority and entitled to participate in any such meetings and telephone calls,

provided that the Sellers shall indemnify the relevant member of the Buyer’s Group against, or provide such other collateral as the Buyer may reasonably require in respect of, all Losses and all reasonably and properly incurred out of pocket costs and expenses which are incurred by them in complying with their respective obligations under paragraphs 10.1(b)(i) to 10.1(b)(iii).

10.2The rights of the Sellers under paragraph 10.1 of this Part 1 of Schedule 6 shall only apply to a Third Party Claim if the Sellers give notice to the Buyer in writing of the Sellers’ intention to exercise their rights within twenty (20) Business Days of the Buyer giving notice of the Third Party Claim. If the Sellers do not give notice during that period, the Buyer shall be entitled in its absolute discretion to settle, compromise or resist any action, proceedings or claim against the Buyer’s Group out of which that Third Party Claim arises.

10.3The Buyer and the members of the Buyer’s Group shall not be required to take any action or refrain from taking any action under this paragraph 10 if the Buyer or member of the Buyer’s Group concerned, reasonably considers such action or omission may be materially prejudicial to the Buyer, any member of the Buyer’s Group or a Group Company and the Sellers agree not to do anything in the course of exercising their rights under this paragraph 10 that will, or is reasonably likely to, be materially prejudicial to the Buyer or any Group Company and nothing in this this paragraph 10 shall entitle the Sellers or their financial, accounting or legal advisers to have access to any information which relates to legal advice or any other privileged advice or document.

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10.4The Buyer shall, in any event, keep the Principal Seller fully and promptly informed as to the steps which are being taken in connection with any Third Party Claim and consult in good faith with the Principal Seller as to any ways in which any such Third Party Claim can be avoided, contested, disputed, resisted, appealed, compromised or defended.

10.5This paragraph 10 shall not apply to any Claim, Tax Covenant Claim, Separation Claim or any other claim in respect of which a claim has been made under the W&I Policy (other than in respect of a Title Warranty Claim).

11.SAVINGS AND TAX REFUNDS

11.1If, after Completion, the Buyer becomes aware that:

(a)a Group Company (or a successor to any part of its business) or any member of the Buyer’s Group has obtained or may be entitled to obtain a Saving; or

(b)a Group Company (or a successor to any part of its business) has obtained or may be entitled to obtain a Tax Refund,

then the Buyer shall, as soon as reasonably practicable after becoming so aware, give notice to the Sellers containing reasonable details (to the extent then available) of the relevant matter.

11.2The Sellers may by notice request the Buyer to procure that the auditors for the time being of the relevant Group Company (or a successor to any part of its business) or (with regard to a Savings only), any member of the Buyer’s Group report (at the cost and expense of the Sellers) whether in their opinion any of the circumstances specified in paragraph 11.1 has arisen.

11.3The amount of each Saving and each Tax Refund (less any costs and expenses or any Tax incurred by the relevant Group Company or (as relevant) the Buyer in connection with the Saving or Tax Refund (as applicable) and which have not previously been reimbursed by the Sellers) shall be applied in accordance with paragraph 11.4:

(a)in the case of a Saving which is the reduction or elimination of an Actual Tax Liability, within fifteen (15) Business Days after the date when that Actual Tax Liability would otherwise have been due;

(b)in the case of a Saving which is a receipt of a repayment of Tax, within fifteen (15) Business Days after the date on which the repayment is received; and

(c)in the case of a Tax Refund, within fifteen (15) Business Days after the receipt by a Group Company of that Tax Refund.

11.4Where any amount is to be applied in accordance with this paragraph:

(a)the amount in question shall first be set against any payment then due from the Sellers under this Agreement;

(b)to the extent there is an excess, then the Buyer shall refund to the Sellers any previous payment or payments made by the Sellers in respect of a Tax Covenant Claim (and not previously refunded) up to the amount of the excess; and

(c)to the extent that the excess referred to in paragraph (b) above is not exhausted under that subclause, the remainder of that excess shall be carried forward and set against any future payment or payments which become due from the Sellers under this Agreement.

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11.5If any Group Company or any member of the Buyer’s Group is entitled to obtain a Saving or a Tax Refund then the Buyer shall procure that that Group Company shall or (as relevant) that member of the Buyer’s Group shall (at the Sellers’ cost) use reasonable endeavours to obtain such Saving or Tax Refund (as applicable) within a reasonable time.

11.6If a report has been made under paragraph 11.2, then the Sellers or the Buyer may request that the auditors for the time being of the relevant Group Company (at the expense of the person so requesting) review the report in the light of all relevant circumstances, including any facts which have become known only since that report was made, and report whether in their opinion the earlier report remains correct or, in the light of those circumstances, it should be amended.

11.7If, following a request under paragraph 11.6:

(a)the auditors issue an amendment to the earlier report and the amount of any Saving, Tax Refund or Relief (as the case may be) is revised, then that revised amount shall be substituted for the amount previously reported and, if an adjusting payment is required by virtue of the substitution, then it shall be made by or to the Sellers, as the case may be, as soon as practicable, but in any event within ten (10) Business Days from the date of the amendment of the report; or

(b)the auditors do not agree, within twenty (20) Business Days of being so requested, to provide a report, then such firm of accountants as the Sellers and the Buyer shall agree to appoint (or, if the parties, having negotiated in good faith for a period of twenty (20) Business Days, fail to reach such agreement, such firm of chartered accountants as may be chosen by the president (or equivalent officer) for the time being of the leading professional body for accountants in the relevant jurisdiction) shall provide such report instead, and paragraph 11.2 shall apply as if references to the auditors were references to that other firm of accountants.

12.BUYER’S AWARENESS

The Principal Seller shall not be liable for any Business Warranty Claim to the extent that the Buyer is, at the date of this Agreement, actually aware of any fact, matter, event or circumstance giving rise to the Business Warranty Claim. For this purpose, the actual awareness of the Buyer shall be as defined in clause 9.2.

13.NO DOUBLE RECOVERY

If the same fact, matter, event or circumstance gives rise to more than one Claim, Separation Claim, Reorganisation Indemnity Claim or Tax Covenant Claim or an adjustment to the Consideration, the Buyer shall not be entitled to recover more than once in respect of the same loss. For the avoidance of doubt, the application of Schedule 27 shall not constitute an adjustment to the Consideration for the purposes of the Buyer’s rights in respect of any Claim, Separation Claim, Reorganisation Indemnity Claim or Tax Covenant Claim.

14.MITIGATION

The Buyer shall (and following Completion shall procure that each member of the Buyer’s Group shall) take all reasonable action(s) to mitigate any loss suffered by it or the relevant member(s) of the Group which would, could or might result in a Claim or Reorganisation Indemnity Claim against any of the Sellers.

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Part 2: Limitations on Separation Claims

15.DEFINITIONS AND SCOPE

15.1In this Part 2 of Schedule 6:

(a)“Buyer Separation Liabilities” means the Liabilities (including in respect of Tax) of the Buyer to or in favour of the Sellers under (and subject to) the Post-Completion Separation Provisions and arising after Completion;

(b)“Indemnified Party” means a party entitled to bring a claim under this Agreement against an Indemnifying Party in respect of that Indemnifying Party’s Separation Liabilities;

(c)“Indemnifying Party” means (i) in the case of the Seller Separation Liabilities, the Sellers and (ii) in the case of the Buyer Separation Liabilities, the Buyer;

(d)“Indemnified Party’s Group” and “Indemnifying Party’s Group” means, as applicable:

(i)if the Indemnifying Party or Indemnified Party is the Buyer, the Buyer’s Group; and

(ii)if the Indemnifying Party or Indemnified Party is a Seller, the Sellers’ Group;

(e)“Pass-Through Basis” means:

(i)in respect of a Shared RemainCo Contract, where (and for so long as) paragraph 1.2 of Schedule 11 applies to such Shared RemainCo Contract;

(ii)in respect of a Transferring RemainCo Contract, where (and for so long as) paragraph 2.3 of Schedule 11 applies to such Transferring RemainCo Contract;

(iii)in respect of a Shared InfraCo Contract, where (and for so long as) paragraph 3.2 of Schedule 11 applies to such Shared InfraCo Contract; and

(iv)in respect of a Transferring InfraCo Contract, where (and for so long as) paragraph 4.3 of Schedule 11 applies to such Transferring InfraCo Contract;

(f)“Pass-Through Liabilities” means the Liabilities of an Indemnifying Party or a member of an Indemnifying Party’s Group to the relevant counterparty/ies in respect of the Relevant Part of a Shared RemainCo Contract, a Transferring InfraCo Contract and a Shared InfraCo Contract to the extent that the Indemnified Party is performing, or has an obligation under this Agreement to perform, such contract on a Pass-Through Basis on behalf of the Indemnifying Party;

(g)“Post-Completion Separation Provisions” means the provisions of:

(i)Schedule 11 (Contracts, Claims and Licences);

(ii)Schedule 12 (InfraCo Liabilities and RemainCo Liabilities);

(iii)Schedule 13 (Reorganisation);

(iv)Schedule 14 (Transitional Services);

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(v)Schedule 15 (Names);

(vi)Schedule 16 (Employees);

(vii)Schedule 17 (Property Separation); and

(viii)Schedule 18 (Wrong Pockets);

(h)“Seller Separation Liabilities” means the Liabilities (including of or in respect of Tax but excluding any Liability in respect of which the Buyer are or may be entitled to bring a Tax Covenant Claim, or would be so entitled but for any limitation in Part 1 of Schedule 6 or exclusion or limitation in Schedule 20 to this Agreement) and, for the avoidance of doubt, excluding any Liability in respect of which the Buyer are or may be entitled to bring a Reorganisation Indemnity Claim (or would be so entitled but for a limitation on the Seller’s liability in respect of such Claim) of the Sellers to or in favour of the Buyer under (and subject to) the Post-Completion Separation Provisions and arising after Completion;

(i)“Separation Claim” means a claim by an Indemnified Party against an Indemnifying Party in respect of that Indemnifying Party’s Separation Liabilities; and

(j)“Separation Liabilities” means (i) in the case of the Sellers, the Seller Separation Liabilities and (ii) in the case of the Buyer, the Buyer Separation Liabilities.

15.2The parties agree that the provisions of this Part 2 of Schedule 6 shall apply in respect of each and any Separation Claims against that Indemnifying Party.

15.3The parties acknowledge that, notwithstanding the terms “Indemnified Party” and “Indemnifying Party” used in this Part 2 of Schedule 6, the provisions of this Part 2 of Schedule 6 shall apply in respect of all Separation Liabilities and Separation Claims (and not only claims arising under any indemnity in the Post-Completion Separation Provisions).

15.4To the extent that an Indemnified Party is entitled to make a Separation Claim and a claim under any other provision of this Agreement, nothing shall prevent the Indemnified Party from making a claim under more than one provision of this Agreement, subject to the applicable limitations on liability (including, but not limited to paragraph 11 of this Part 2 of Schedule 6) and other terms under this Agreement.

15.5Where there is any inconsistency between this Part 2 of Schedule 6 and Part 1 of Schedule 6, the provisions of this Part 2 of Schedule 6 shall prevail.

15.6For the avoidance of doubt, the provisions of this Part 2 of Schedule 6 shall not apply (or operate to restrict or limit liability) in respect of any claims to which Part 1 of Schedule 6 applies (in particular, any Tax Covenant Claims).

16.TIME LIMITS

16.1Subject to the other limitations set forth in this Part 2 of Schedule 6, an Indemnifying Party shall not be liable for any Separation Claim unless:

(a)Notice of the Separation Claim has been given to the relevant Indemnifying Party by or on behalf of the relevant Indemnified Party as soon as reasonably practicable but no later than thirty (30) days after the relevant Indemnified Party becoming actually aware that the relevant fact, matter, event or circumstance has arisen (but solely to the extent that the relevant Seller is actually prejudiced by any failure by the Buyer to give such written notice); and

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(b)any Separation Claim must be given to the Indemnified Party on or before the date which is:

(i)twelve (12) calendar months (other than Separation Claims in respect of Taxation); or

(ii)six (6) years (in the case of Separation Claims in respect of Taxation),

from (and including) the later of the date (A) on which the relevant fact, matter, event or circumstance giving rise to the Indemnified Party’s right to bring a Separation Claim arose (regardless of whether the Indemnified Party has, before that date, become actually aware of such fact, matter, event or circumstance) and (B) which is eighteen (18) months following the Completion Date.

16.2The Notice of a Separation Claim referred to in paragraph 2.1 above shall give (to the extent they are then available to the relevant Indemnified Party) specific details of the nature of the Separation Claim, the circumstances giving rise to it and the Indemnified Party’s bona fide estimate of any alleged loss.

16.3Any Separation Claim shall be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn) (and no new Separation Claim may be made in respect of the facts giving rise to such withdrawn Separation Claim) unless legal proceedings in respect thereof have been commenced within six (6) calendar months of the giving of Notice of the Separation Claim and for this purpose such legal proceedings shall not be deemed to have commenced unless both issued and validly served against the Indemnifying Party; provided that, (a) in the case of a contingent liability, the six (6) calendar month period shall commence on the date the relevant contingent liability becomes an actual liability and is due and payable, and (b) in the case where paragraph 9 of this Schedule applies, the six (6) calendar month period shall commence on the date that the Buyer notifies the relevant Seller(s) that all reasonable steps have been taken to enforce recovery against the relevant third party, such notification having been made promptly upon the Buyer having taken all reasonable steps.

17.MAXIMUM LIABILITY

17.1Subject to paragraph 3.2 below:

(a)the maximum aggregate liability of the Buyer; and

(b)the maximum aggregate liability of the Sellers jointly,

in respect of all Separation Claims (but excluding any liability under paragraph 3.2 below) shall not exceed, in each case, an amount equal to the aggregate Sale Proceeds paid to the Sellers or on their behalf in accordance with the terms of this Agreement. For the avoidance of doubt, the maximum aggregate liability of the Sellers under this paragraph shall be in addition to any aggregate limitation on the liability of the Sellers under paragraph 3 of Part 1 of Schedule 6.

17.2The maximum aggregate liability of the Indemnifying Party in respect of any and all Pass-Through Liabilities shall not exceed the maximum aggregate liability of the relevant party under the applicable contract under which such Pass-Through Liabilities arise.

18.THRESHOLD AND DE MINIMIS

18.1An Indemnifying Party shall not be liable for any Separation Claim unless the aggregate amount of its liability for such Separation Claim (excluding Pass-Through Liabilities), as the case may be, when taken together with the aggregate amount of its liability for all other Separation Claims (excluding Pass-Through Liabilities), exceeds €2,000,000 (the “Separation Threshold”) in which event the Indemnifying Party shall, subject to the other

176

limitations contained in this Part 2 of Schedule 6, be liable for the whole amount of all such Separation Claim and not merely the amount by which they exceed the Separation Threshold.

18.2The Indemnifying Party shall not be liable for any Separation Claim (excluding Pass-Through Liabilities) if the amount of the liability in respect of that Separation Claim (excluding Pass-Through Liabilities) does not exceed €250,000 (a “Separation De Minimis Claim”) and no such Separation De Minimis Claim shall count towards the Separation Threshold.

18.3For the purposes of calculating a Separation Claim counting towards the Separation Threshold and/or any Separation De Minimis Claim:

(a)there shall be excluded from any Separation Claim the amount of any costs, expenses and other liabilities (together with any irrecoverable VAT thereon) incurred or to be incurred by the Indemnified Party and any member of the Indemnified Party’s Group in connection with the making of any such Separation Claim; and

(b)where a Separation Claim relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Separation Claim, such claim shall be treated as a separate Separation Claim in respect of each such event, circumstance, act or omission.

18.4This paragraph 4 shall not apply in respect of Separation Claims under Schedule 18 (Wrong Pockets) or in respect of any Pass-Through Liabilities.

19.REORGANISATION IMPLEMENTATION

An Indemnifying Party shall not be liable under this Schedule 6 for any Separation Claim to the extent that the liability which is the subject of such Separation Claim arises as a result of any act, transaction or omission which has been specifically requested by the Indemnified Party to effect the Reorganisation or pursuant to any right of such Indemnified Party in the Separation Schedules.

20.REMEDIABLE MATTERS

An Indemnifying Party shall not be liable for any Separation Claim to the extent that the fact, matter, event or circumstance giving rise to such Separation Claim is remediable and is remedied by, and at the expense of, the relevant Indemnifying Party within thirty (30) days of the date on which Notice of such Separation Claim is received by the Indemnifying Party pursuant to paragraph 2 of this Part 2 of Schedule 6, and the Indemnified Party agrees to use all reasonable endeavours to assist, and to procure the assistance of, relevant members of the Indemnified Party’s Group in remedying such breach (in each case at the Indemnifying Party’s cost).

21.CONTINGENT LIABILITIES

An Indemnifying Party shall not be liable for any Separation Claim which arises by reason of a liability which, at the time when Notice of the Separation Claim is given to the Indemnifying Party pursuant to paragraph 2 of this Part 2 of Schedule 6, is contingent only or is otherwise not capable of being quantified and the Indemnifying Party shall not be liable to make any payment in respect of such Separation Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified, and in the case of a Separation Claim in respect of Tax it becomes due and payable, and the due date for payment shall mean the last day on which that Tax may, by law, be paid without incurring any penalty, fine, surcharge, interest, charges, costs or other similar imposition (after taking into account any postponement of the date that was obtained for the payment of that Tax). This paragraph 7 is without prejudice to the Buyer’s right to give notice of the Separation Claim in accordance with paragraph 2 of Part 2 of Schedule 6.

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22.INSURANCE

22.1If, in respect of any Separation Claim, the Indemnified Party or any member of its Group is insured against any loss, damage or liability which is the basis of such Separation Claim under the terms of any insurance policy, the Indemnified Party shall or shall procure that the insured company makes a claim against the insurers under such policy and takes reasonable steps to pursue the claim in good faith (but the foregoing shall not restrict the Indemnified Party’s ability to pursue its Separation Claim against the Indemnifying Party).

23.RECOVERY FROM THIRD PARTIES

23.1If, in respect of any Separation Claim, an Indemnified Party or any member of the Indemnified Party’s Group recovers or is entitled to recover (whether by payment, discount, credit, relief, set-off or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party or any member of the Indemnified Party’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the Separation Claim, the Indemnified Party shall take all reasonable steps to enforce the recovery against the third party and any actual recovery shall reduce or satisfy, as the case may be, such claim to the extent of such recovery (but the foregoing shall not restrict the Indemnified Party’s ability to pursue its Separation Claim against the Indemnifying Party).

23.2If the Indemnified Party has paid an amount in discharge of any Separation Claim and the Indemnified Party or any member of the Indemnified Party’s Group is entitled to recover or subsequently recovers (whether by payment, discount, credit, relief, set-off or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party or any member of the Indemnified Party’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the Separation Claim, the Buyer shall take all reasonable steps to enforce such recovery and shall, or shall procure that the relevant member of the Indemnified Party’s Group shall, pay to the Indemnifying Party as soon as practicable after receipt an amount equal to the lesser of:

(a)any sum recovered from the third party; and

(b)the amount previously paid by the Indemnifying Party to the Indemnified Party,

in each case, less all costs and expenses actually and properly incurred by the Indemnified Party or the relevant member of the Indemnified Party’s Group in recovering such sum and any and all Taxation arising on the Indemnified Party or the relevant member of the Indemnified Party’s Group by virtue of its receipt.

24.ACTS OF INDEMNIFIED PARTY

An Indemnifying Party shall not be liable for any Separation Claim the extent that such claim is wholly or partly attributable to:

(a)any voluntary act, omission, transaction or arrangement carried out by the Indemnified Party or on its behalf; or

(b)any admission of liability made after the Completion by the Indemnified Party that is not consented to by the Indemnifying Party.

25.NO DOUBLE RECOVERY

If the same fact, matter, event or circumstance gives rise to more than one Separation Claim, any other claim under this Agreement or an adjustment to the Consideration, the Indemnified Party shall not be entitled to recover more than once in respect of the same loss.

26.NO LIABILITY FOR LOSS OTHERWISE COMPENSATED FOR

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An Indemnifying Party shall not be liable for any Separation Claim the extent that the subject of the claim has been or is made good or is otherwise compensated for (whether under any other provision of this Agreement or otherwise) without cost to the Indemnified Party.

27.MITIGATION

An Indemnified Party shall (and shall procure that each member of the Indemnified Party’s Group shall) take all reasonable action(s) to mitigate any loss suffered by it or the relevant member(s) of the Indemnified Party’s Group which would, could or might result in a Separation Claim against an Indemnifying Party.

28.SEPARATION LIABILITIES IN RESPECT OF TAXATION

28.1An Indemnifying Party shall not be liable for any Separation Claim in respect of Tax to the extent that:

(a)specific provision or reserve in respect of the liability was made in the Completion Statements or such Tax Liability was otherwise taken into account as a liability (including in reducing the value of an asset) in the preparation of the Completion Statements (excluding any provision or reserve made in respect of deferred Tax);

(b)the liability arises or is increased as a result of:

(i)any change in Tax legislation made after Completion; or

(ii)a change or withdrawal after Completion of any previously published practice or concession of any Taxation Authority, in each case announced and coming into force after Completion with retrospective effect;

(c)the liability is interest and/or penalties arising solely by reason of a failure or delay on the part of the Indemnified Party or any member of the Indemnified Party’s Group in paying to the relevant Taxation Authority any payment made under this Agreement;

(d)the liability results from or is increased by a change on or after Completion in the accounting reference date of the Indemnified Party;

(e)the liability has been paid or otherwise settled in full on or before Completion;

(f)the liability has been made good by insurers or otherwise compensated for without cost to the Indemnified Party or its group.

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SCHEDULE 7

Properties

Part 1: Owned Properties or Greater than 100-year Lease

No.

(1)
Property

(2)
Tenant/Owner

(3)
Landlord

(4)
Term

(5)
Current rent p.a.

(6)
Existing use of Property

Weismueller Strasse 26

Interoute Germany GmbH

Owned

Network

International Exchange Centre Industrial Estate, Dublin 17 (registered in the Land Registry of Ireland on Folio DN74651L)

Hibernia Atlantic Cable Systems Limited

Industrial Development Agency of Ireland

999 Year Lease

$250,000

Landing Station

132 Ketch Habour Rd and Not Assigned, Herring Cove, Nova Scotia, Canada

Hibernia Atlantic Communications (Canada) Company

Owned

Landing Station

91 Commercial Street

Hibernia Atlantic LLC

Owned

Landing Station

Calle Lezama, 4 Madrid

(registered with the Land Registry of Madrid number 38 under land registry unit number 50356 and with the Cadastral Office under cadastral reference 1526105VK4812F0001IQ)

Interoute Iberia S.A.U.

Owned

Network

Southport Business Park, Wight Moss Way, South Port (registered with HM Land Registry of England and Wales with title number MS449203)

Hibernia Atlantic (UK) Limited

Metropolitan Borough Council of Sefton

999 Year Lease

A peppercorn

Landing Station or any use falling within Classes B1 and B2 of the schedule to the Town and Country Planning (Use Classes) Order 1987

180

Part 2: Material Apollo Leased Properties (Lease Liability Greater than $1M)

No.

Property

Tenant Legal Entity

Landlord

Term

Currency

Current Rent p.a.

Existing Use of Property

Hosting Center, Chemin de l'Epinglier 2,1217 Meyrin

GTT Switzerland Sarl

Digital Luxembourg Sarl

Leased

CHF

1,604,706

Network & Office

60 Hudson Street

Perseus Telecom Limited

60 Hudson Owner LLC, c/o Colliers International NY, LLC

Leased

USD

862,977.00

Network

Business Building Josefstrasse 225, 8005 Zurich

GTT Switzerland Sarl

Gebr, ISELI AG

Leased

CHF

640,760

Network & Office

Koolhavenlaan 120, Schipol-Rijk, 1119 NH AMSTERDAM

GTT Netherlands B.V.

Verhoef Beheer B.V

Leased

EUR

376,600

Network & Office

Europarc Dreilinden GmbH, Albert-Einstein-Ring 17-25, 14532 Kleinmachnow, BERLIN

GTT GmbH

Con Mashar GmbH

Leased

EUR

393,000

Network & Office

DC - The Computer Building, Belcon Industrial Estate, Hoddesdon EN11 0NZ (registered with HM Land Registry of England and Wales with title number HD483893)

Interoute Vtesse Limited

Datelink Limited

Leased

GBP

309,141

Network

Schwalbacher Strasse 60, D-65760 Eschborn, FRANKFURT

GTT GmbH

Hamburg Trust Immobilien

Leased

EUR

307,764

Network

Equinix FRA5, Kleyerstr. 90 building C, 60326 Frankfurt

GTT GmbH

Equinix

Leased

EUR

847,644

Network

Bracknell St James House RG12 8TH (registered with HM Land Registry of England and Wales with title number BK442401)

Easynet Enterprise Services Limited

FJ Corporation Limited

Leased

GBP

477,936

Network & Office

181

Via Monte di Dio 138

GTT Italy s.r.l

TELECOM ITALIA

Leased

EUR

227,087

Network

Max-Planck-Str 36, 50354 Huerth, Cologne

GTT GmbH

Karl Heinz Schorn

Leased

EUR

192,000

Network

Leuvensesteenweg 573, 1930 Zaventem, BRUSSELS

GTT Belgium NV

WDP

Leased

EUR

185,560

Network

Equinix Building A, Kleyerstr. 90, 60326 Frankfurt

GTT GmbH

I.T.E.N.O.S. GmbH

Leased

EUR

131.000

Network

Via Pillna No 21 23 25,

GTT Italy s.r.l

Immobiliare Pillea srl

Leased

120,000

Network

Alexovice Tovarni 23, PSC 664 91, Ivancice, Czech Republic

Interoute Czech s.r.o.

SITEL International Holding a.s.

Leased

EUR

313,044

Network

Via Brianza 15

GTT Italy s.r.l

Simplex Rapid srl

Leased

EUR

115,000

Network

Bonnington

Interoute Networks Limited

Digital Realty

Leased

GBP

391,480

Network

3rd Floor, 25 Canada Square, Canary Wharf, London E14 5LQ, UK (registered with HM Land Registry of England and Wales with title number AGL314168)

Interoute Communications Limited

CIB Properties Limited

Leased

GBP

345,624

Network

Obl-001: Kramsovej 3, 4894 Öster Ulslev Öllebulle Denmark, Nae-002: Holsted Park 23, 4700 Naestved Denamrk, CPH-006: Metrovej 1, 2300 Örestad, Copenhagen

Interoute Managed Services Sweden AB

Telia

Leased

USD

27,780

Network

Johan Huizingalaan 759, 1066 VH Amsterdam

GTT Netherlands B.V.

Global Switch

Leased

EUR

11,303

Network

Roma, Via Cornelia 498, C.A.P. 00167 ROME

GTT Italy s.r.l

Renerfe Servizi

Leased

EUR

257,110

Network & Office

201 Avenue de Etats-Unis, 31200 TOULOUSE

GTT France SAS

Sci- Univers Immobilier

Leased

EUR

133,105

Network

182

Giebenacherstrasse 40, 4302 Augst BL, Basle

GTT Switzerland Sarl

SWISSCOM Suisse (SA)

Leased

CHF

195,840

Network

Sterrenberegweg 42a, Soesterberg 3769 BT, Utrecht

GTT Netherlands B.V.

Meerding

Leased

EUR

133,580

Network

Via Ponte A. Gigoli,105

GTT Italy s.r.l

Gentile - Ferragamo

Leased

EUR

84,000

Network

Part of the premise known as First, Fourth and Fifth Floor, Chancellor House, Thomas More square London E1

Easynet Limited

BskyB LLU Assets Limited

Lease dated 8 November 2010 for a term from and including 1 September 2010 and expiring on and including 24 July 2021

GBP

962,016

Offices

Suite 814, 151 Front Street West, Toronto, Ontario, Canada

Accelerated Connections Inc.

151 Front West Inc.

Leased

CAD

311,616.20

Data Centre

Suite 900, 250 Front Street West, Toronto, Ontario, Canada

Accelerated Connections Inc.

250 Front Street West Inc.

Leased

USD

747,288

Data Centre

486 Arsenal Street, Waltham, MA 02451

GTT Communications Inc.

Evoque Data Center Solutions

Leased

USD

243,000

Data Center and Warehouse

34 rue des Gardinoux, 93300 Aubervilliers

GTT France SAS

Nessus

Leased

EUR

447,743

Offices & Network

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Part 3: Apollo Leased Properties (Lease Liability less than $1M)

No.

Property

Tenant Legal Entity

Landlord

Term

Currency

Current Rent p.a.

Existing Use of Property

Leiston Landing Station, Units DC699/5A and DC699/5B on Eastlands Road Industrial Estate.

Flute Limited

East of England Development Agency

Lease dated 30 May 2002 for a term of 20 years from and including 30 May 2002

GBP

12,000

Landing Station

Postling Landing Station, Stone Farm Saltwood, Hythe Kent (registered with HM Land Registry of England and Wales with title number K981708)

Interoute Networks Limited

Margaret Whitehead

Leased

GBP

9,000

Landing Station

Brean Landing Station, Coast Road, Berrow, Burnham-on-Sea, Somerset (registered with HM Land Registry of England and Wales with title number ST326834)

Hibernia Atlantic (UK) Limited

Richard John House and Bridget Denise House

Leased

GBP

Peppercorn (if demanded)

Landing Station

Kinsale, Co. Cork

Hibernia Express (Ireland) limited

Cornelius Coughlan

Leased

EUR

10,000

Landing Station

Zandvoort CLS Burgemeester Van Alphenstraat 108, Zandvoort, NL

Interoute Networks Limited

Municipality of Zandvoort

Leased

EUR

18,000

Landing Station

Ghent DC, Industriepark 2H, 9820, Gent

GTT Belgium NV

Debrimmo NV

Leased

EUR

78,000

Data Center

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SCHEDULE 8

Material Customers and Material Suppliers

Part 1: Material Customers


No.			Customer
1.			Facebook GROUP
2.			Sprint GROUP
3.			Vodafone GROUP
4.			BWI GROUP
5.			Microsoft GROUP
6.			Fastweb GROUP
7.			Insecnet Canada GROUP
8.			OTE GROUP
9.			Amazon GROUP
10.			Tower Research Capital GROUP
11.			Virtu Financial GROUP
12.			Optiver GROUP
13.			Citadel LLC GROUP
14.			Sky GROUP
15.			Flow Traders GROUP
16.			IBM GROUP
17.			CenturyLink GROUP
18.			Google GROUP
19.			Orange GROUP
20.			Zayo GROUP
21.			Cogent GROUP
22.			Telxius Cable GROUP
23.			Vigilant Futures GROUP
24.			IPC Networks GROUP
25.			Bloomberg GROUP

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Part 2: Material Suppliers


No.			Supplier
1.			Equinix GROUP
2.			GASLINE GROUP
3.			Digital Realty GROUP
4.			Zayo GROUP
5.			Altice GROUP
6.			KDDI GROUP
7.			CenturyLink GROUP
8.			Telecom Italia Sparkle GROUP
9.			Liberty Global GROUP
10.			EuNetworks GROUP
11.			Deutsche Telekom GROUP
12.			KPN GROUP
13.			Crown Castle GROUP
14.			SITEL GROUP
15.			Colt GROUP
16.			BT GROUP
17.			Allied Properties
18.			COLOGIX GROUP
19.			IRIDEOS GROUP
20.			Tampnet
21.			Fastweb GROUP
22.			Colliers International (PT)
23.			Ciena
24.			Infinera
25.			APMA

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SCHEDULE 9

Pre-Completion Conduct of Business

1.1Subject to all applicable legal and regulatory requirements and to the extent within their power to do so, the Sellers shall procure that, in each case, in respect of the assets, liabilities and rights relating to the InfraCo Business only:

(a)except as otherwise provided in this Agreement, the affairs of the Group are conducted in the ordinary course of business as carried on at the date of this Agreement;

(b)no Group Company reorganises, redeems, acquires, disposes, subscribes for, allots or issues any share of its capital, loan capital or other securities;

(c)no Encumbrance is created on or over all or any of the Group’s assets or any shares in any Group Company other than:

(i)as may be created by operation of law in the ordinary course of business; or

(ii)those Encumbrances arising under the Credit Agreement and/or the High Yield Indenture and/or with respect to the Capital Markets Debt (if any), in each case, that are Discharged prior to or concurrently with the consummation of the Completion on the Completion Date;

(d)except as contemplated in connection with the movement of contracts as part of the Reorganisation, no Group Company materially amends, waives any material right under, deliberately, negligently or recklessly does anything that gives rise to a material breach or event of default under or terminates, or agrees to materially amend or terminate, any Material Customer Contract or Material Supplier Contract;

(e)no Group Company terminates other than for cause or makes any material amendments to the terms and conditions of service (including the remuneration, bonuses, and other benefits) of any member of the Senior Management Team or a material number of employees;

(f)no Group Company shall commence any litigation, arbitration or similar proceedings, or settle any litigation, arbitration or similar proceeding, having a disputed amount in excess of €500,000, save for the collection of debt in the ordinary course of business;

(g)no material amendment is made to the constitutional documents of any Group Company;

(h)no Group Company enters into any loans, ancillary banking facilities, hedging arrangements or other financial facilities or incurs any Financial Indebtedness, in each case, as borrower or lender other than:

(i)any Intercompany Loan Agreement as permitted by clause 6;

(ii)any borrowings incurred by a Group Company as a borrower (only) under the Credit Agreement and/or the High Yield Indenture;

(iii)any Capital Markets Debt under paragraphs (a) and (b) of that definition incurred by a Group Company as a borrower (only);

(iv)any borrowings incurred by a Group Company as a borrower under or pursuant to any GTT Cross-Perimeter Loan; and

187

(v)any borrowings committed, made available to and/or loaned by any Group Company as lender under or pursuant to any Group Company Cross-Perimeter Loan,

provided that any such Financial Indebtedness incurred under sub-paragraphs (ii) to (v) above (and any related Financing Costs) is Discharged prior to or concurrently with the consummation of the Completion on the Completion Date and any borrowings committed or made available under sub-paragraph (v) above are cancelled in full prior to or concurrently with the consummation of the Completion on the Completion Date and provided further that the Buyer’s prior written consent is obtained in relation to any borrowings committed, made available and/or loaned under sub-paragraph (v) above which are committed, made available and/or loaned after the date of the Completion Estimates Statement and not reflected in the Intercompany Debt Schedule and the Completion Estimates Statements;

(i)no Group Company shall be liable on or prior to the Completion Date for Financing Costs other than those Financing Costs which constitute a Debt Amount that shall be established in accordance with Schedule 3 (Establishment of the Consideration) of this Agreement and deducted from the Consideration in accordance with Clause 3.1 (Amount) of this Agreement;

(j)no Group Company enters into any contract or arrangement which would constitute a Material Contract, other than:

(i)any Material Contract to evidence any new borrowings incurred by a Group Company (as a borrower only) or Encumbrances and/or Guarantees provided by a Group Company, under, or with respect to, the Credit Agreement and/or the High Yield Indenture; and

(ii)any Material Contract to evidence any new borrowings incurred by a Group Company (as a borrower only) or Encumbrances and/or Guarantees provided by a Group Company, under, or with respect to, any Capital Markets Debt,

provided that, in each case such new borrowings, Encumbrances and Guarantees are Discharged prior to or concurrently with the consummation of the Completion on the Completion Date;

(k)no Financial Indebtedness incurred under, or in respect of, any Capital Markets Debt, the Credit Agreement or the High Yield Indenture:

(i)is not paid when due after the expiration of all applicable grace periods;

(ii)is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described), subject to the exceptions in clause (iv) below;

(iii)any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described); or

(iv)any creditor becomes entitled to declare any Financial Indebtedness of any member of the Sellers’ Group due and payable prior to its specified maturity as a result of an event of default (however described); provided that this paragraph (iv) shall not apply (1) to an event of default (however described) in respect of which the requisite creditors under the applicable Financial Indebtedness have agreed to waive or have agreed to forbear from exercising remedies in respect thereof within five (5) Business Days of any Seller receiving notice of such event of default or, if no such forbearance is in effect, have not taken any affirmative action to exercise remedies in respect

188

thereof; provided, that acceleration of Financial Indebtedness under the High Yield Indenture will not result in a breach of this clause (iv) or (2) if the Sellers or any members of the Sellers’ Group commence a Chapter 11 Case during the five (5) Business Day period after the Principal Seller receives notice of the applicable event of default;

provided that the prohibitions in sub-paragraphs (i) to (iv) above shall not apply to actions or omissions taken solely in connection with the pursuit or satisfaction of the Transaction, including the RSA Condition or the Chapter 11 Conditions or after the commencement of a Chapter 11 Case;

(l)no Group Company permits any of its material insurance policies relating to the InfraCo Business to lapse or does anything that would make any such policies of insurance void or voidable;

(m)no Group Company acquires or disposes of any InfraCo Assets involving consideration, expenditure or a value in excess of €1,000,000 or any assets (InfraCo Assets or otherwise) involving consideration, expenditure or a value which is not for market value and in the ordinary course of business, in each case whether in a single transaction or a series of transactions or disposals;

(n)no Group Company assumes or incurs any liability, obligation or expense in excess of €1,000,000, except to the extent provided for in the budget or business plan of the Group Companies as disclosed in the Data Room or that is terminated or satisfied prior to or concurrently with the consummation of the Completion on the Completion Date;

(o)each Group Company:

(i)in respect of the period from 1 January 2020 to 31 December 2020 (both dates inclusive) (A) makes capital expenditure materially in accordance with the capex forecast set out in document 3.7.1 in the Data Room (“Apollo Operating Model_vFF (REVISED)_v4”), and (B) does not incur any capital expenditure materially in excess of the amounts provided for therein or which is not provided for therein; and

(ii)in respect of the period from (and including) 1 January 2021, incurs material capital expenditure in accordance with past practice, save that there will not be any material overspend

(p)no Group Company declares, pays or makes any dividend or distribution other than to any Group Company which is wholly owned by other Group Companies;

(q)no Group Company makes, gives, amends or withdraws any claim, election, surrender, disclaimer, notice or consent relating to Tax, or compromise or settle any dispute with any Taxation Authority;

(r)no Group Company changes its jurisdiction of residence for Tax purposes;

(s)no Group Company shall agree, commit or grant any right, conditionally or otherwise, to do any of the foregoing; and

(t)between the date of the Completion Estimates Statement and the Completion Date there shall be no further settlement of Intra-Group Financing Payables (including Intra-Group Wrong Pocket Payables) and Intra-Group Financing Receivables (including Intra-Group Wrong Pocket Receivables) not already taken into account in the Estimated Cash Amount or the Estimated Debt Amount, Completion Estimates Statement and Intercompany Debt Schedule which would result in a net outflow of

189

cash from the Group Companies to members of the Sellers’ Group greater than USD 1,000,000,

and in each case references to the “Group” and “Group Companies” shall be construed to include the “Sellers’ Group” and “members of the Sellers’ Group” respectively, but only so far as they relate to the InfraCo Business.

1.2In the period between the date of this Agreement and the Completion Date:

(a)each of the Sellers agrees that it will not, and shall procure that no member of the Sellers’ Group will, take any action which is intended to maximise the short term EBITDA position of the Sellers’ Group to the detriment of the long term prospects of the InfraCo Business and, without prejudice to the foregoing, will at all times act in good faith as regards the InfraCo Business with a view to maximising its long term prospects and success;

(b)each of the Sellers shall procure that no member of the Sellers’ Group shall enter into an agreement to sell an IRU other than on customary trading terms (including with respect to pricing and credit terms) consistent with those trading terms of IRU agreements entered into by the Sellers’ Group in the 12 months prior to the date of this Agreement (the parties acknowledging that this paragraph 1.2(b) is not intended to restrict any trading in the ordinary and usual course of business, consistent with past practice);

(c)each of the Sellers shall procure that, in the period between the date of this Agreement and the Completion Date, the executive and senior management team of the RemainCo Business will not be involved in, or otherwise able to influence or determine, the IRU pricing and sales volume strategy of the InfraCo Business;

(d)each of the Sellers agrees that it will not, and shall procure that no member of the Sellers’ Group will, enter into any RSA other than an Acceptable RSA or an Accepable PSA without the prior written consent of the Buyer;

(e)each of the Sellers agrees that it will not, and shall procure that no member of the Sellers’ Group will, file with the Bankruptcy Court in any Chapter 11 Cases a motion seeking a sale of the Shares as provided in the Agreement other than an Acceptable Sale Motion seeking entry of the Acceptable Sale Order;

(f)each of the Sellers agrees that it will not, and shall procure that no member of the Sellers’ Group will: (i) seek entry of any orders in any Chapter 11 Cases directly related to this Agreement, the Transaction Documents or the transactions contemplated thereunder; (ii) enter into any agreements, arrangements or instruments in connection with any Chapter 11 Cases that would materially and adversely affect the ability of the Sellers to consummate the Transaction; or (iii) authorize or approve any agreements, arrangements or instruments in connection with any DIP Financing except for any DIP Financing that satisfies the DIP Condition, in each case without the prior written consent of the Buyer; and

(g)the Sellers hereby agree not to (and to cause the members of the Sellers’ Group not to) file a Chapter 11 Case until at least one (1) Business Day after the Completion Date and the Discharge from Financial Indebtedness, Guarantees and Encumbrances contemplated by clause 6.7.

1.3Subject to paragraph 1.4 below, the obligations in paragraph 1.1 of this Schedule 9 shall not apply to:

(a)any act or omission which is:

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(i)approved in writing and in advance by the Buyer, such approval not to be unreasonably withheld or delayed, provided that where any Seller requests the approval of the Buyer pursuant to this paragraph, such approval will be deemed to have been given unless (i) the Buyer notify the Sellers’ Representative in writing within five (5) Business Days of the relevant request that the Buyer do not approve the relevant act or omission; and (ii) such notice includes reasonable reasons for not approving the relevant act or omission. For the purpose of paragraph 1.2(a)(i) of this Schedule 9, any request for approval shall be submitted to Mohamed El Gazzar at mohamed.elgazzar@isquaredcapital.com with a copy to generalcounsel@isquaredcapital.com and any objection to such a request shall be communicated by e-mail from the same e-mail address as set out above and be addressed to the General Counsel of the Principal Seller at Legal@gtt.net;

(ii)undertaken at the request of the Buyer;

(iii)required or expressly permitted or contemplated by any Transaction Document, including in respect of any actions taken (or to be taken) as part of the Reorganisation;

(iv)in the opinion of the Sellers acting reasonably, reasonably necessary in order to comply with any requirement of applicable law or regulation;

(v)in the opinion of the Sellers acting reasonably, reasonably necessary in order to comply with a legally binding commitment created on or before the date of this Agreement; and/or

(vi)any actions reasonably undertaken by a Group Company in an emergency or disaster situation with the intention of minimizing any adverse effect of such situation in respect to any Group Company, including, but not limited to, any actions undertaken in connection with the COVID-19 outbreak and its impact (or potential impact) on the InfraCo Business;

provided, in each case, that the Sellers shall notify the Buyer as soon as reasonably practicable of any action taken or proposed to be taken as described in this paragraph 1.3.

1.4The Buyer shall not exercise any of its rights pursuant to this Schedule 9 (including the right to refuse to approve or object to any particular action or omission) in such a manner as would have or be reasonably likely to have a material adverse effect on any of the Group Companies or the InfraCo Business.

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SCHEDULE 10

The InfraCo Business and RemainCo Business

Part 1: The InfraCo Business

1.1The “InfraCo Business” means the business and activities of providing Pan-European, North American, sub-sea and trans-Atlantic and fibre network and data centre infrastructure services to customers and consisting of those assets and liabilities, in each case, from which the revenues are generated and the costs are incurred as carried on prior to Completion by the Sellers’ Group and the Group Companies, excluding the RemainCo Business and including:

(a)the Group Companies;

(b)the InfraCo Assets; and

(c)the InfraCo Liabilities,

but excluding RemainCo Assets and RemainCo Liabilities.

Part 2: The InfraCo Assets

1.2The “InfraCo Assets” means the following assets held (at the date of this Agreement or at any time prior to Completion) by the members of the Sellers’ Group and including the Group Companies:

(a)the terrestrial and submarine fibre assets, data centres and cable landing stations owned by the Sellers’ Group, the IRU supply contracts to which a member of the Sellers’ Group is party as the beneficiary of such IRU and the related network assets, leased and licensed capacity and the associated facilities, equipment and other property (other than leasehold property interests) used exclusively for the purposes of the InfraCo Business (the “InfraCo Network Assets”), including each of the InfraCo Network Assets listed in the relevant Separation Asset Lists;

(b)all the loose plant, machinery, equipment, spare parts, tooling, furniture, vehicles and other chattels (not being Transferring IT Systems or InfraCo Network Assets) used exclusively for the purposes of the InfraCo Business, including those listed or referred to in the Accounts (“InfraCo Plant and Equipment”), including each of the items of InfraCo Plant and Equipment listed in the relevant Separation Asset Lists and also including all equipment within the physical perimeter of the PoPs and the ILAs used exclusively for the InfraCo Business and, for the avoidance of doubt, including the Serbian Additional Asset;

(c)all the following Contracts (including any amounts due under such contracts and any assets, benefits or rights derived from or provided or licensed under such Contracts) and claims to the extent any revenue generated and/or cost incurred under such contracts are listed or referred to in the Accounts or are otherwise derived from the InfraCo Business:

(i)Contracts with a third party that relate exclusively to the InfraCo Business and to which a Group Company is a party, but excluding any Transaction Document (the “Existing InfraCo Contracts”);

(ii)the InfraCo Part of each Contract with a third party that relates to both the InfraCo Business and the RemainCo Business to which a Group Company is

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a party, excluding any Transaction Document (the “Shared InfraCo Contracts”), including the InfraCo Part of each Key Contract which is a Shared InfraCo Contract;

(iii)claims and related rights of or arising in a Group Company which relate exclusively to the InfraCo Business (whether arising on, prior to or after Completion);

(iv)the InfraCo Part of the claims and related rights of or arising in a Group Company which relate, in part, but not exclusively to the InfraCo Business (whether arising on, prior to or after Completion) (the “Shared InfraCo Claims”);

(v)the contracts with a third party that relate exclusively to the InfraCo Business and to which a member of the Sellers’ Group (other than a Group Company) is a party, but excluding any Transaction Document (the “Transferring InfraCo Contracts”), including each Key Contract which is a Transferring InfraCo Contract;

(vi)the InfraCo Part of each contract with a third party that relates to both the InfraCo Business and the RemainCo Business to which a member of the Sellers’ Group (other than a Group Company) is a party, excluding any Transaction Document (the “Shared RemainCo Contracts”), including the InfraCo Part of each Key Contract which is a Shared RemainCo Contract;

(vii)the claims and related rights of or arising in a member of the Sellers’ Group (other than a Group Company) to the extent they relate exclusively to the InfraCo Business (whether arising on, prior to or after Completion) (“Transferring InfraCo Claims”); and

(viii)the InfraCo Part of the claims and related rights arising of or in a member of the Sellers’ Group (other than a Group Company) which relate, in part, but not exclusively, to the InfraCo Business (whether arising on, prior to or after Completion) (“Shared RemainCo Claims”),

and including all Contracts and claims listed in the relevant Separation Asset Lists but, in each case, excluding the Excluded InfraCo Receivables;

(d)the benefit of all rights, claims and interests under each of the Sellers’ Tax Insurance Policies;

(e)all the goodwill relating exclusively to the InfraCo Business (the “InfraCo Business Goodwill”) together with the exclusive right for the Buyer to represent itself as carrying on the InfraCo Business in succession to the Sellers’ Group;

(f)all the books of account, records, invoices, shipping records, supplier lists, customer lists, correspondence and other documents, records, files and information to the extent that such information relates exclusively to the InfraCo Business or the Group Companies or any InfraCo Asset;

(g)all the Licences required by any Group Company for or in connection with the carrying on of the InfraCo Business as carried on prior to Completion (the “InfraCo Business Licences), including all InfraCo Business Licences listed in the relevant Separation Asset Lists;

(h)the InfraCo Employees;

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(i)all freehold, leasehold or other immovable property owned, occupied or used by any member of the Sellers’ Group exclusively in relation to the InfraCo Business, including the Properties and the leasehold interests to be granted to the Buyer (or relevant member of the Buyer’s Group or the relevant Target Company) in respect of the properties listed in Schedule 7 and the real properties included in the relevant Separation Asset Lists under the heading “InfraCo Business Properties” excluding the Sofia Shared Property including any InfraCo Network Assets held pursuant to property, freehold or leasehold interests, contracts, arrangements, leases and/or licences (including for the avoidance of doubt those relating to the cable landing points and cable landing stations in connection with the InfraCo Business’ use and operation of its subsea cables, routes and networks and cable landing stations and PoPs (including for the avoidance of doubt the Hibernia subsea cables, routes and networks)); (together, the “InfraCo Business Properties”)

(j)the Owned Names;

(k)all unregistered Intellectual Property Rights that have been used or commercialised exclusively in relation to the InfraCo Business over the 12-month period prior to Completion, or that have been created, or otherwise come into existence, during the 12-month period prior to Completion and have been used or commercialised exclusively in relation to the InfraCo Business during the period of their existence and: (i) are owned by any member of the Sellers’ Group (excluding Group Companies) (the “Transferring IP Rights”); or (ii) are owned by any Group Company;

(l)the IT Systems owned by any member of the Sellers’ Group and used exclusively in the InfraCo Business, including without limitation the systems identified in Part 7 of this Schedule 10, excluding the laptops (the “Transferring IT Systems”);

(m)the InfraCo PoP Contracts;

(n)all other property, rights and assets exclusively used or owned by, or in the control or possession of, any of the Group Companies or the Sellers’ Group which are exclusively related to, used for or held for use in connection with, the InfraCo Business, including all such property, rights and assets listed or referred to in the Separation Asset Lists but excluding any property, rights and assets used or owned by or in the control or possession of any of the Group Companies or the Sellers’ Group pursuant to any Transaction Document; and

(o)the Additional Assets.

Part 3: The RemainCo Assets

1.3“RemainCo Assets” means all of the assets of the Sellers’ Group (including the Group Companies) excluding the InfraCo Assets and (without prejudice to the generality of the foregoing) includes all of the following held (at the date of this Agreement or at any time prior to Completion) by the members of the Sellers’ Group and/or the Group Companies:

(a)all unregistered Intellectual Property Rights that have not been used or commercialised exclusively in relation to the InfraCo Business over the 12-month period prior to Completion, or that have been created, or otherwise come into existence, during 12 -month period prior to Completion and have not been used or commercialised exclusively in relation to the InfraCo Business during the period of their existence and are owned by a member of the Sellers’ Group (including any Group Company), but always excluding the Owned Names;

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(b)all loose plant, machinery, equipment, spare parts, tooling, furniture. vehicles and other chattels (not being InfraCo Network Assets or Transferring IT Systems) which are not used exclusively or predominantly for the purposes of the InfraCo Business and not listed or referred to in the Accounts (excluding, however, the Serbian Additional Asset);

(c)all Contracts (including any amounts due under such contracts and any assets, benefits or rights derived from or provided or licensed under such Contracts) and claims to the extent the revenues generated and costs incurred under such contracts are not listed or referred to in the Accounts, including:

(i)all Contracts with a third party that relate exclusively to the RemainCo Business and to which a member of the Sellers’ Group (other than a Group Company) is a party;

(ii)the RemainCo Part of each Shared RemainCo Contract, including the RemainCo Part of each Key Contract which is a Shared RemainCo Contract;

(iii)claims and related rights of or arising in the Sellers’ Group (other than in a Group Company) which relate exclusively or predominantly, to the RemainCo Business (whether arising on, prior to or after Completion);

(iv)the RemainCo Part of each Shared RemainCo Claim;

(v)all contracts with a third party that relate exclusively or predominantly to the RemainCo Business and to which a Group Company is a party (the “Transferring RemainCo Contracts”);

(vi)the RemainCo Part of each Shared InfraCo Contract, including the RemainCo Part of each Key Contract which is a Shared InfraCo Contract;

(vii)all the claims and related rights arising in a Group Company which relate exclusively or predominantly to the RemainCo Business (whether arising on, prior to or after Completion) including, for the avoidance of doubt, the Easynet Claim and any other claims or proceedings against any member of the Sellers’ Group that have been Disclosed in the Disclosure Letter (with the exception of the CloudItalia disupute) (the “Transferring RemainCo Claims”); and

(viii)the RemainCo Part of each Shared InfraCo Claim,

and, in each case, excluding the Retained RemainCo Receivables;

(d)all the books of account, records, invoices, shipping records, supplier lists, customer lists, correspondence and other documents, records, files and information in the possession of members of the Sellers’ Group which does not relate exclusively or predominantly to the InfraCo Business;

(e)any IT Systems which (i) do not exclusively or predominantly relate to the InfraCo Business or which are not listed or referred to in the Accounts; or (ii) comprise any of the following: laptops;

(f)any agreement between any member of the Sellers’ Group or any Group Company and any third party(ies) for the creation of Financial Indebtedness and any agreement between any member of the Sellers’ Group and any member of the Group for the creation of Financial Indebtedness (excluding, for the avoidance of doubt, any rights or liabilities under the GTT MSA, the InfraCo MSA, the GTT TSA or the InfraCo TSA);

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(g)any guarantee facility agreements and similar agreements of any members of the Sellers’ Group with third parties for the issuance of InfraCo Bank Guarantees and RemainCo Bank Guarantees and any contracts relating to forward transactions, futures, options, swaps and other financial derivatives; and

(h)any property rights (leasehold or freehold) other than the InfraCo Business Properties and the Prague Shared Property.

Part 4: The InfraCo Liabilities

1.4“InfraCo Liabilities” means all Liabilities of the members of the Sellers’ Group (including the Group Companies) but only to the extent that they relate to or arise out of the InfraCo Assets, and excluding any Liabilities expressly retained by, or which are the responsibility of, the Sellers or any member of the Sellers’ Group (excluding Group Companies) under the terms of this Agreement or any other Transaction Document and excluding (i) the RemainCo Liabilities and (ii) the Excluded InfraCo Payables.

Part 5: The RemainCo Liabilities

1.5“RemainCo Liabilities” means:

(a)all Liabilities of the members of the Sellers’ Group (including the Group Companies) to the extent that they relate to or arise out of the RemainCo Assets;

(b)all Liabilities of the Sellers’ Group (including the Group Companies) to the extent that they do not relate to or arise out of the InfraCo Assets;

(c)all Liabilities expressly retained by, or which are the responsibility of, the Sellers or any member of the Sellers’ Group (excluding Group Companies) under the terms of this Agreement or any other Transaction Document;

(d)all Liabilities of any member of the Sellers’ Group to the extent relating to the employees no longer employed within the InfraCo Business as at Completion and/or relating to workers no longer contracted in respect of the InfraCo Business as at Completion;

(e)all Liabilities of any member of the Sellers’ Group relating to or connected with Environmental Laws unless relating an InfraCo Business Property;

(f)all Liabilities not expressly to be transferred to the Group Companies and acquired by the Buyer under the terms of this Agreement or any Transaction Document; and

(g)all Liabilities that are not InfraCo Liabilities,

and in each case, excluding the Retained RemainCo Payables.

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Part 7: Separation Asset Lists


InfraCo Asset type		Separation Asset Lists
InfraCo Assets	Type of InfraCo Asset	Details / lists in Data Room and this Agreement
InfraCo Network Assets	Terrestrial fiber	•Owned Fiber (Sep-20): 22.1.2.2.1 •Owned Duct Sep-20): 22.1.2.3.1 •Maps with ownership of all infrastructure (Sep-20): 22.1.2.2.2
	Submarine fiber	•Fiber and capacity (Sep-20): 22.1.3.1
	Data centers	•POP / ILA / Colo Summary (Sep-20): 22.1.2.1.1 •ILA / POP inventory (Sep-20): 22.1.2.1.2 / 22.1.2.1.3 •DC KPIs (Sep-20): 22.1.2.4.1 •Datasheet by DC (Sep-20): 22.1.2.4.2 •DC Inventory (Sep-20): 22.1.2.4.3
	CLS	•CLS summary (Jun-20): 22.1.2.5.1 •CLS lease contracts (NA): 22.1.2.5.3
	IRU supply contracts	•Leased Fiber and Duct (Sep-20): 22.1.2.6.1 •IRU – Updated NRCs (Sep-20): 22.1.2.6.2
InfraCo Plant & Equipment	Machinery, Equipment	•Installed Hardware Database (Sep-20): 22.1.1.1.1 •Layer 1 (Optical DWDM/ADM) (Sep-20): 22.1.1.1.2 •Layer 2 (Ethernet) (Sep-20): 22.1.1.1.3 •Platform Capacity (Sep-20): 22.1.1.1.4
	Vehicles	•Car lease listing (Aug-20): 3.12
InfraCo Contracts	Contracts	•Suppliers (NA): 22.2.2 •Customers (Sep-20): 22.2.3 •Employment (NA): 12.1
InfraCo Claims	Claims	•Litigation (Aug-20): 7.10

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Books, records etc.	Books of account, records, invoices, supplier lists, customer lists, others	•Billing (Sep-20): 22.2.1 •Customer list (Sep-20): 22.2.3.1
InfraCo Business Licences	Business Licenses	•Regulatory Licenses (Jun/Aug-20): 22.3.1 •Non-Regulatory Licenses (Aug-20): 22.3.2
InfraCo Employees	Employees	•Benefits (Jun-20): 22.4.1 •Payroll (May-20): 22.4.2 •Employee listing (Sep-20): 22.4.3 •Contractor agreement: 12.15.1 •Senior Management Agreements: 12.17
InfraCo Business Properties	Properties	•POP / ILA / Colo Summary (Sep 20): 22.1.2.1.1 •Office Real Estate: 22.6.3 •Schedule 7 of this Agreement
Transferring IP Rights	IP Rights	•IP Rights (Sep-20): 7.7.7
Transferring IT Systems	IT Systems	•IT Systems Overview (Sep-20): 4.15 •IT Stack (Sep-20): 22.5 •The IT systems being established and stood up in connection with the System Milestone, to the extent such systems (or rights in such systems) are owned by the RemainCo Business.

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SCHEDULE 11

Contracts, Claims and Licences

1.Shared RemainCo Contracts

1.1The Sellers shall, and shall procure that the members of the Sellers’ Group shall:

(a)use reasonable endeavours to procure that an arrangement is in place with the counterparty to each Shared RemainCo Contract, the effect of which is that the benefit and burden of the InfraCo Part is severed from that Shared RemainCo Contract and an agreement or arrangement equivalent in all material respects to that Shared RemainCo Contract in relation to the InfraCo Part is in place between the counterparty and a Group Company by Completion (such arrangement may include a new contract or the Contract Authorisation of the other party or parties to the relevant Shared RemainCo Contract to the transfer of, or to achieve the novation of, or an amendment to or other arrangement in respect of the InfraCo Part of the Shared RemainCo Contract on substantially similar terms to the existing terms (save for an appropriate administrative amendments); and

(b)provide any information reasonably requested by the other parties in connection with the activities described in this paragraph 1.1.

1.2If an arrangement is not in place with the counterparty to a Shared RemainCo Contract under paragraph 1.1(a) above by Completion, then from Completion:

(a)the Sellers shall, or shall procure that the relevant member of the Sellers’ Group shall, until the Contract Long Stop Date, continue to perform the activities described in paragraph 1.1 above;

(b)the Sellers shall, or shall procure that the relevant member of the Sellers’ Group shall, until the Contract Long Stop Date, continue to operate the InfraCo Part of that Shared RemainCo Contract (including fulfilling its obligations under the InfraCo Part of that Shared RemainCo Contract in accordance with paragraph 1.2(c) below) and, to the extent necessary for the performance of the InfraCo Part of that Shared RemainCo Contract, the RemainCo Part of that Shared RemainCo Contract so that the full benefit of the InfraCo Part is and can be enjoyed by the InfraCo Business on terms and conditions equivalent to those afforded to the InfraCo Business at the date of this Agreement, and the Seller shall, or shall procure that the relevant member of the Sellers’ Group shall, provide the relevant Group Company with those benefits as if the arrangement with the counterparty to the Shared RemainCo Contract had been in place with effect as of the Completion Date;

(c)the Buyer shall procure that the relevant Group Company shall be responsible for any Liabilities relating to the InfraCo Part of the Shared RemainCo Contract (but excluding any such Liabilities to the extent they arise as a result of a Seller or the relevant member of the Sellers’ Group itself not fulfilling its obligations or responsibilities in relation to the RemainCo Part of such Shared RemainCo Contract) and shall, to the extent permitted by applicable law and the relevant Shared RemainCo Contract, carry out, perform and complete all obligations constituting Liabilities relating to the InfraCo Part of the Shared RemainCo Contract, and to the extent those obligations comprise:

(i)the performance of any services under a Customer Contract, the Buyer shall procure that the relevant Group Company shall carry out, perform and complete such services in accordance with that Customer Contract until the Contract Long Stop Date;

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(ii)the payment of fees for the receipt of services under a Supplier Contract where such services can be attributed to a Customer Contract, such fees shall be the fees payable in respect of the services provided under that Customer Contract; or

(iii)the payment of fees for the receipt of services under any other Supplier Contract, such fees shall be a fair and reasonable proportion based on the InfraCo Part’s consumption of the relevant unit of measure or service invoiced by the supplier of that service;

(d)the Sellers or the relevant member of the Sellers’ Group (as the case may be) shall be responsible for all Liabilities relating to the RemainCo Part of the Shared RemainCo Contract (but excluding any such Liabilities to the extent they arise as a result of the Buyer or the relevant Group Company itself not fulfilling its obligations or responsibilities in relation to the InfraCo Part of such Shared RemainCo Contract) and shall, to the extent permitted by applicable law and the relevant Shared RemainCo Contract, carry out, perform and complete all obligations constituting Liabilities relating to the RemainCo Part of the Shared RemainCo Contract;

(e)the Sellers shall, and shall procure that the relevant members of the Sellers’ Group shall, collect any amounts owed by the counterparty in respect of the InfraCo Part of the Shared RemainCo Contract and pay or deliver to the Buyer or relevant Group Company such amounts, and shall give reasonable assistance to the Buyer or relevant Group Company (as applicable) to enable the Group Company to enforce all rights and remedies in relation to the InfraCo Part of the Shared RemainCo Contract and shall not agree to any additional goods or services, extension, termination, amendment or waiver of the rights or obligations under the InfraCo Part of that Shared RemainCo Contract, or any such changes to the Shared RemainCo Contract that may affect the InfraCo Part without the prior written approval of the Buyer, provided that:

(i)no member of the Sellers’ Group shall be required to make any payment (in money or in money’s worth) in respect of the InfraCo Part of that Shared RemainCo Contract unless: (A) in the case of a Shared RemainCo Contract that is a Supplier Contract, it has first been paid such sum as equals the amount of such payment by the Buyer or relevant Group Company; and (B) in the case of a Shared RemainCo Contract that is a Customer Contract, it has first been paid the amount concerned by the customer;

(ii)no member of the Sellers’ Group shall be required to become involved in any legal action without the prior written consent of the Sellers (not to be unreasonably withheld or delayed) and subject to the Buyer indemnifying the Sellers’ Group against all Losses they may suffer or incur in connection therewith; and

(iii)the Buyer or relevant Group Company shall not agree to any additional goods or services, extension, termination, amendment or waiver of the rights or obligations in relation to the InfraCo Part of that Shared RemainCo Contract that may affect the RemainCo Part of the Shared RemainCo Contract, without prior written approval of the Principal Seller (not to be unreasonably withheld or delayed); and

(f)if:

(i)the counterparty/ies to the Shared RemainCo Contract notify a member of the Buyer’s Group or a member of the Sellers’ Group that that counterparty wishes to add additional goods or services to the InfraCo Part of that Shared RemainCo Contract, or terminate, extend, amend or waive any rights in

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relation to the InfraCo Part of that Shared RemainCo Contract (which includes any such changes to the Shared RemainCo Contract that may affect the InfraCo Part); or

(ii)a member of the Buyer’s Group or a member of the Sellers’ Group wishes to terminate, extend, amend or waive any rights in relation to the InfraCo Part of that Shared RemainCo Contract (which includes any such changes to the Shared RemainCo Contract that may affect the InfraCo Part) or

(iii)any other matter arises in relation to that Shared RemainCo Contract that a person managing that contract, or managing the InfraCo Part of that contract, could reasonably be regarded as wanting to know,

the party receiving the notification described in paragraph 1.2(f)(i) above, or wishing to take an action described in paragraph 1.2(f)(ii) above or becoming aware of a matter described in paragraph 1.2(f)(iii) above shall promptly notify the other party and the parties shall negotiate in good faith to agree the actions to be taken in relation to that Shared RemainCo Contract or the InfraCo Part of that Shared RemainCo Contract.

1.3If (i) any consent, approval, waiver or other permission (“Contract Authorisation”) is required from any counterparty to a Shared RemainCo Contract in order to perform the activities described in paragraph 1.2(b) above; or (ii) such activities are prohibited by applicable law or the Shared RemainCo Contract:

(a)in the case of (i) above, the Sellers shall, or shall procure that the relevant member of the Sellers’ Group shall, until the Contract Long Stop Date, use reasonable endeavours to obtain that Contract Authorisation; and

(b)in the case of both (i) and (ii) above, until the Contract Long Stop Date, the Sellers and (following Completion) the Sellers and the Buyer shall use all reasonable endeavours to achieve an alternative solution by which the full benefit of the InfraCo Part of the Shared RemainCo Contract can be enjoyed by the InfraCo Business on terms and conditions equivalent in all material respects to those afforded to the InfraCo Business at the date of this Agreement, provided that none of the members of the Sellers’ Group or the Buyer’s Group shall be required to make any additional commitment, incur any additional liability, or make any additional payment for that purpose.

2.Transferring InfraCo Contracts

2.1The Sellers shall, and shall procure that the members of the Sellers’ Group shall, use reasonable endeavours to procure that the benefit and burden of each Transferring InfraCo Contract is assigned and transferred to the relevant Group Company prior to Completion on substantially similar terms to the existing terms (save for any appropriate administrative amendments). If the benefit and/or burden of any Transferring InfraCo Contract cannot effectively be assigned or transferred to the relevant Group Company without a Contract Authorisation from the counterparty to that Transferring InfraCo Contract, then the Sellers shall, and shall procure that the relevant members of the Sellers’ Group shall, use reasonable endeavours to effect or obtain the Contract Authorisation by Completion.

2.2If the benefit and burden of each Transferring InfraCo Contract has not been assigned and transferred to the relevant Group Company prior to Completion (including if any Contract Authorisation referred to in paragraph 2.1 above has not been effected by Completion), then the Sellers shall, and shall procure that the relevant members of the Sellers’ Group shall, and (following Completion) the Buyer shall procure that the relevant Group Companies shall:

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(a)until the Contract Long Stop Date, use reasonable endeavours to effect or obtain such assignment and transfer and, if relevant, the Contract Authorisation; and

(b)provide any information reasonably requested by the other parties in connection with the activities described in this paragraph 2.2, and paragraph 2.3 below shall apply.

2.3Until the earlier of the date that the assignment and transfer (with Contract Authorisation, if relevant) has been effected and the Contract Long Stop Date:

(a)the transfer of the relevant Transferring InfraCo Contract shall not take effect and the relevant Seller shall, or shall procure that the relevant member of the Sellers’ Group shall, hold it on trust for the relevant Group Company and diligently pursue, account for and pay or deliver to the Buyer or relevant Group Company any moneys, goods, services or other benefits that it receives after Completion to the extent they relate to that Transferring InfraCo Contract;

(b)the Buyer shall, or shall procure that the relevant Group Company shall, perform (as the sub-contractor or agent of the relevant member of the Sellers’ Group) all the obligations of the relevant member of the Sellers’ Group under the relevant Transferring InfraCo Contract, provided that to the extent those obligations comprise the performance of any services under a Customer Contract, the Buyer or the relevant Group Company (as applicable) shall procure that the relevant Group Company shall carry out, perform and complete such services in accordance with that Customer Contract until the Contract Long Stop Date;

(c)the Sellers shall, and shall procure that the relevant members of the Sellers’ Group shall, collect any amounts owed by the counterparty to the Transferring InfraCo Contract and pay or deliver to the Buyer or relevant Group Company such amounts, and shall give reasonable assistance to the Buyer or relevant Group Company (as applicable) to enable the Group Company to enforce all rights and remedies in relation to the relevant Transferring InfraCo Contract and shall not agree to any additional goods or services, extension, termination, amendment or waiver of the rights or obligations under that contract without the prior written approval of the Buyer, provided that:

(i)no member of the Sellers’ Group shall be required to make any payment (in money or in money’s worth) unless (A) in the case of a Transferring InfraCo Contract that is a Supplier Contract, it has first been paid the amount concerned by the Buyer or relevant Group Company or (B) in the case of a Transferring InfraCo Contract that is a Customer Contract, it has first been paid the amount concerned by the customer;

(iii)the Buyer or relevant Group Company shall not agree to any additional goods or services, extension, termination, amendment or waiver of the rights or obligations under that Transferring InfraCo Contract without prior written approval of the Principal Seller (not to be unreasonably withheld or delayed);

(d)if:

(i)the counterparty/ies to the Transferring InfraCo Contract notify a member of the Buyer’s Group or a member of the Sellers’ Group that that counterparty wishes to add additional goods or services to the Transferring InfraCo

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Contract, or terminate, extend, amend or waive any rights in relation to the Transferring InfraCo Contract; or

(ii)a member of the Buyer’s Group or a member of the Sellers’ Group wishes to terminate, extend, amend or waive any rights in relation to the Transferring InfraCo Contract; or

(iii)any other matter arises in relation to that Transferring InfraCo Contract that a person managing that contract could reasonably be regarded as wanting to know,

the party receiving the notification described in paragraph 2.3(d)(i) above, or wishing to take an action described in paragraph 2.3(d)(ii) above, or becoming aware of a matter described in paragraph 2.3(d)(iii) above shall promptly notify the other party and the parties shall negotiate in good faith to agree the actions to be taken in relation to that Transferring InfraCo Contract; and

(e)if the terms of the relevant Transferring InfraCo Contract do not permit the relevant Transferring InfraCo Contract to be held on trust or for the relevant Group Company to perform obligations as a sub-contractor or agent of the relevant member of the Sellers’ Group under this paragraph 2.3, then the Sellers and the Buyer shall use reasonable endeavours to achieve an alternative solution by which the relevant Group Company can receive the full benefit of the Transferring InfraCo Contract and assume the associated obligations, provided that no member of the Sellers’ Group shall be required to make any additional commitment, incur any additional liability or make any additional payment for that purpose.

3.Shared InfraCo Contracts

3.1The Sellers shall, and shall procure that the members of the Sellers’ Group shall:

(a)use reasonable endeavours to procure that an arrangement is in place with the counterparty to each Shared InfraCo Contract, the effect of which is that the benefit and burden of the RemainCo Part is severed from that Shared InfraCo Contract and an agreement or arrangement equivalent in all material respects to that Shared InfraCo Contract in relation to the RemainCo Part is in place between the counterparty and a member of the Sellers’ Group (other than a Group Company) by Completion (such arrangement may include a new contract or the Contract Authorisation of the other party or parties to the relevant Shared InfraCo Contract to the transfer of, or to achieve the novation of, or an amendment to or other arrangement in respect of the RemainCo Part of the Shared InfraCo Contract on substantially similar terms to the existing terms (save for an appropriate administrative amendments); and

(b)provide any information reasonably requested by the other parties in connection with the activities described in this paragraph 3.1.

3.2If an arrangement is not in place with the counterparty to a Shared InfraCo Contract under paragraph 3.1 above by Completion, then from Completion:

(a)the Buyer shall, or shall procure that the relevant Group Company shall until the Contract Long Stop Date, continue to perform the activities described in paragraph 3.1 above;

(b)the Buyer shall, or shall procure that the relevant Group Company shall, until the Contract Long Stop Date, continue to operate the RemainCo Part of that Shared InfraCo Contract (including fulfilling its obligations under the RemainCo Part of that Shared InfraCo Contract in accordance with paragraph 3.2 above) and, to the extent

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necessary for the performance of the RemainCo Part of that Shared InfraCo Contract, the InfraCo Part of that Shared InfraCo Contract so that the full benefit of the RemainCo Part is and can be enjoyed by the RemainCo Business on terms and conditions equivalent to those afforded to the RemainCo Business at the date of this Agreement, and the Buyer shall, or shall procure that the relevant Group Company shall, provide the relevant member of the Sellers’ Group with those benefits as if the arrangement with the counterparty to the Shared InfraCo Contract had been in place with effect as of the Completion Date;

(c)the Sellers shall be responsible for all Liabilities relating to the RemainCo Part of the Shared InfraCo Contract (but excluding any such Liabilities to the extent they arise as a result of the Buyer or the relevant Group Company itself not fulfilling its obligations or responsibilities in relation to such Shared InfraCo Contract) and shall, to the extent permitted by applicable law and the relevant Shared InfraCo Contract, carry out, perform and complete all obligations constituting Liabilities relating to the RemainCo Part of such Shared InfraCo Contract, and to the extent those obligations comprise:

(i)the performance of any services under a Customer Contract, the Sellers shall carry out, perform and complete such services in accordance with that Customer Contract until the Contract Long Stop Date;

(iii)the payment of fees for the receipt of services under any other Supplier Contract, such fees shall be a fair and reasonable proportion based on the RemainCo Part’s consumption of the relevant unit of measure or service invoiced by the supplier of that service;

(d)the Buyer shall procure that the relevant Group Company shall be responsible for all Liabilities in relation to the InfraCo Part of the Shared InfraCo Contract (but excluding any such Liabilities to the extent they arise as a result of a Seller or a member of the Sellers’ Group itself not fulfilling its obligations and responsibilities in relation to the RemainCo Part of the Shared InfraCo Contract) and shall, to the extent permitted by applicable law and the relevant Shared InfraCo Contract, carry out, perform and complete all obligations constituting Liabilities relating to the InfraCo Part of the Shared InfraCo Contract;

(e)the Buyer shall, and shall procure that the relevant Group Company shall, collect any amounts owed by the counterparty in respect of the RemainCo Part of the Shared InfraCo Contract and pay or deliver to the Sellers or the relevant member of the Sellers’ Group such amounts, and shall give reasonable assistance to the Sellers or relevant member of the Sellers’ Group (as applicable) to enable the relevant member of the Sellers’ Group to enforce all rights and remedies under the RemainCo Part of such Shared InfraCo Contract and shall not agree to any additional goods or services, extension, termination, amendment or waiver of the rights or obligations under the RemainCo Part of that Shared InfraCo Contract, or any such changes to the Shared InfraCo Contract that may affect the RemainCo Part without the prior written approval of the Principal Seller, provided that:

(i)no member of the Buyer’s Group shall be required to make any payment (in money or in money’s worth) in respect of the RemainCo Part of that Shared InfraCo Contract unless: (A) in the case of a Shared InfraCo Contract that is a Supplier Contract, it has first been paid such sum as equals the amount of such payment by the Sellers or the relevant member of the Sellers’ Group;

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and (B) in the case of a Shared InfraCo Contract that is a Customer Contract, it has first been paid the amount concerned by the customer;

(ii)no member of the Buyer’s Group shall be required to become involved in any legal action without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) and subject to the Sellers indemnifying the Buyer and the Group Companies against all Losses they may suffer or incur in connection therewith; and

(iii)the Sellers or relevant member of the Sellers’ Group shall not agree to any additional goods or services, extension, termination, amendment or waiver of the rights under the RemainCo Part of that Shared InfraCo Contract that may affect the InfraCo Part of the Shared InfraCo Contract, without prior written approval of the Buyer (not to be unreasonably withheld or delayed);

(f)in respect of Billing Dependencies:

(i)the Sellers shall, or shall procure that the relevant member of the Sellers’ Group shall, provide or perform the Billing Dependencies in respect of the RemainCo Part of that Shared InfraCo Contract and:

(ii)the Buyer and the Group Companies shall not be liable for any failure to properly perform, or delay in properly performing, any obligation pursuant to paragraph 3.2(e) above to the extent such failure or delay is caused by the Sellers or Sellers’ Group’s failure to provide or perform the Billing Dependencies; and

(iii)if the Buyer or a Group Company is unable to perform, or is delayed in performing, an obligation pursuant to paragraph 3.2(e) above, it shall promptly notify the Principal Seller; and

(iv)if the Principal Seller or a member of the Sellers’ Group notifies the Buyer or a member of the Buyer’s Group that it intends to cease performing or providing the Billing Dependencies, the Buyer or the relevant member of the Group Company, may, by written notice to the Principal Seller, cease collecting any amounts owed by the counterparty in respect of the RemainCo Part of that Shared InfraCo Contract; and

(g)if:

(i)the counterparty/ies to the Shared InfraCo Contract notify a member of the Buyer’s Group or a member of the Sellers’ Group that that counterparty wishes to add additional goods or services to the RemainCo Part of that Shared InfraCo Contract, or terminate, extend, amend or waive any rights in relation to the RemainCo Part of that Shared InfraCo Contract (which includes any such changes to the Shared InfraCo Contract that may affect the RemainCo Part);

(ii)a member of the Buyer’s Group or a member of the Sellers’ Group wishes to terminate, extend, amend or waive any rights in relation to the RemainCo Part of that Shared InfraCo Contract (which includes any such changes to the Shared InfraCo Contract that may affect the RemainCo Part) or

(iii)any other matter arises in relation to that Shared InfraCo Contract that a person managing that contract, or managing the RemainCo Part of that contract, could reasonably be regarded as wanting to know,

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the party receiving the notification described in paragraph 3.2(g)(i) above, or wishing to take an action described in paragraph 3.2(g)(ii) above or becoming aware of a matter described in paragraph 3.2(g)(iii) above shall promptly notify the other party and the parties shall negotiate in good faith to agree the actions to be taken in relation to that Shared RemainCo Contract or the InfraCo Part of that Shared RemainCo Contract.

3.3If (i) any Contract Authorisation is required from any counterparty to a Shared InfraCo Contract in order to perform the activities described in paragraph 3.2 above; or (ii) such activities are prohibited by applicable law or the Shared InfraCo Contract:

(a)in the case of (i) above, following Completion the Buyer shall procure that the relevant Group Company shall, until the Contract Long Stop Date, use reasonable endeavours to obtain that Contract Authorisation; and

(b)in the case of both (i) and (ii) above, until the Contract Long Stop Date, the Sellers and (following Completion) the Sellers and the Buyer shall use reasonable endeavours to achieve an alternative solution by which the full benefit of the RemainCo Part of the Shared InfraCo Contract can be enjoyed by the RemainCo Business on terms and conditions equivalent in all material respects to those afforded to the RemainCo Business at the date of this Agreement, provided that none of the members of the Buyer’s Group shall be required to make any additional commitment, incur any additional liability, or make any additional payment for that purpose.

4.Transferring RemainCo Contracts

4.1The Sellers shall, and shall procure that the members of the Sellers’ Group shall, use reasonable endeavours to procure that the benefit and burden of each Transferring RemainCo Contract is assigned and transferred to the relevant member of the Sellers’ Group prior to Completion on substantially similar terms to the existing terms (save for any appropriate administrative amendments). If the benefit and/or burden of any Transferring RemainCo Contract cannot effectively be assigned or transferred to the relevant member of the Sellers’ Group without a Contract Authorisation from the counterparty to that Transferring RemainCo Contract, then the Sellers shall, and shall procure that the relevant members of the Sellers’ Group (including the Group Companies prior to Completion) shall, use reasonable endeavours to effect or obtain the Contract Authorisation by Completion.

4.2If the benefit and burden of each Transferring RemainCo Contract has not been assigned and transferred to the relevant member of the Sellers’ Group prior to Completion (including if any Contract Authorisation referred to in paragraph 4.1 above has not been effected by Completion), then the Sellers shall, and shall procure that the relevant members of the Sellers’ Group shall, and (following Completion) the Buyer shall procure that the relevant Group Companies shall:

(a)until the Contract Long Stop Date, use reasonable endeavours to effect or obtain such assignment and transfer and, if relevant, the Contract Authorisation; and

(b)provide any information reasonably requested by the other parties in connection with the activities described in this paragraph 4.2 above and paragraph 4.3 below shall apply.

4.3Until the earlier of the date that the assignment and transfer (with Contract Authorisation, if relevant) has been effected and the Contract Long Stop Date:

(a)the transfer of the relevant Transferring RemainCo Contract shall not take effect and the Buyer shall, or shall procure that the relevant Group Company shall, hold it on trust for the relevant member of the Sellers’ Group and diligently pursue, account for and pay or deliver to the Principal Seller or behalf of the relevant member of the

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Sellers Group any moneys, goods, services, or other benefits that it receives after Completion to the extent they relate to that Transferring RemainCo Contract;

(b)the Sellers shall, or shall procure that the relevant member of the Sellers’ Group shall, perform (as the sub-contractor or agent of the relevant Group Company (as applicable)) all the obligations of the relevant Group Company under the relevant Transferring RemainCo Contract, provided that to the extent those obligations comprise the performance of any services under a Customer Contract, the Sellers shall, or shall procure that the relevant member of the Sellers’ Group shall, carry out, perform and complete such services in accordance with that Customer Contract until the Contract Long Stop Date;

(c)the Buyer shall, and shall procure that the relevant Group Company shall, subject to paragraph 4.3(e) below, collect any amounts owed by the counterparty to the Transferring RemainCo Contract and pay or deliver to the Sellers or the relevant member of the Sellers’ Group such amounts and shall give reasonable assistance to the relevant member of the Sellers’ Group to enable the relevant member of the Sellers’ Group to enforce all rights and remedies under the relevant Transferring RemainCo Contract and, subject to paragraph 4.3(e) below, shall not agree to any additional goods or services, extension, termination, amendment or waiver of the rights or obligations under that contract without the prior written approval of the Principal Seller, provided that:

(i)neither the Buyer nor any Group Company shall be required to make any payment (in money or in money’s worth) unless (A) in the case of a Transferring RemainCo Contract that is a Supplier Contract, it has first been paid the amount concerned by the relevant member of the Sellers’ Group or (B) in the case of a Transferring RemainCo Contract that is a Customer Contract, it has first been paid the amount concerned by the customer;

(ii)neither the Buyer nor any Group Company shall be required to become involved in any legal action without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) and subject to the Buyer indemnifying the Buyer and the Group Companies against all Losses they may suffer or incur in connection therewith; and

(iii)no member of the Sellers’ Group shall agree any additional goods or services, extension, termination, amendment or waiver of the rights under that Transferring RemainCo Contract without prior written approval of the Buyer (not to be unreasonably withheld or delayed);

(d)if

(i)the counterparty/ies to the Transferring RemainCo Contract notify a member of the Buyer’s Group or a member of the Sellers’ Group that that counterparty wishes to add additional goods or services to the Transferring RemainCo Contract, or terminate, extend, amend or waive any rights in relation to the Transferring RemainCo Contract; or

(ii)a member of the Buyer’s Group or a member of the Sellers’ Group wishes to terminate, extend, amend or waive any rights in relation to the Transferring RemainCo Contract; or

(iii)any other matter arises in relation to that Transferring InfraCo Contract that a person managing that contract could reasonably be regarded as wanting to know,

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the party receiving the notification described in paragraph 4.3(d)(i) above, or wishing to take an action described in paragraph 4.3(d)(ii) above, or becoming aware of a matter described in paragraph 4.3(d)(iii) above shall promptly notify the other party and the parties shall negotiate in good faith to agree the actions to be taken in relation to that Transferring RemainCo Contract;

(e)in respect of Billing Dependencies:

(i)the Sellers shall, or shall procure that the relevant member of the Sellers’ Group shall, provide or perform the Billing Dependencies in respect of that Transferring RemainCo Contract;

(ii)the Buyer and the Group Companies shall not be liable for any failure to properly perform, or delay in properly performing, any obligation pursuant to paragraph 4.3(c) above to the extent such failure or delay is caused by the Seller or a member of the Sellers’ Group’s failure to provide or perform the Billing Dependencies;

(iii)if the Buyer or a Group Company is unable to perform, or is delayed in performing, an obligation pursuant to paragraph 4.3(c) above, it shall promptly notify the Seller; and

(iv)if a Seller or a member of the Sellers’ Group notifies the Buyer or a member of the Buyer’s Group that it intends to cease performing or providing the Billing Dependencies, the Buyer or the relevant Group Company, may, by written notice to the Seller, cease collecting any amounts owed by the counterparty in respect of that Transferring RemainCo Contract; and

(f)if the terms of the relevant Transferring RemainCo Contract do not permit the relevant Transferring RemainCo Contract to be held on trust or the relevant member of the Sellers’ Group to perform obligations as a sub-contractor or agent of the relevant Group Company under paragraph 4.3 above, then the Sellers and the Buyer shall use reasonable endeavours to achieve an alternative solution by which the relevant member of the Sellers’ Group can receive the full benefit of the Transferring RemainCo Contract and assume the associated obligations, provided that no member of the Buyer’s Group shall be required to make any additional commitment, incur any additional liability or make any additional payment for that purpose.

5.Contract Authorisation

5.1For the purposes of this Schedule 11, it is acknowledged and agreed that, subject to paragraph 5.2 below, any obligation on the Sellers’ Group with respect to procuring Contract Authorisation from any counterparty shall be limited to establishing a course of conduct that will give rise to the inference that the Contract Authorisation of the relevant counterparty/ies has occurred by conduct, ensuring that, from the intended date of transfer, all communications and further engagement with the relevant counterparty/ies are made only by the whom the contract is intended to be transferred. For this purpose, the parties agree that Contract Authorisation will be deemed not to have been obtained if a relevant counterparty has notified the relevant member of the Sellers’ Group that such counterparty rejects, disputes or wishes to terminate, waive or extend or not complete a transfer, arrangement or agreement under this Schedule 11. In such case, the Sellers shall promptly notify the Separation Committee, which shall consider the best course of action in response.

5.2Paragraph 5.1 above shall not apply in respect of any Key Contract Instead, any obligation on the Sellers’ Group with respect to procuring Contract Authorisation from any counterparty to a Key Contract shall be construed as an obligation to seek express consent, approval, waiver or other permission, in each case in writing, from the relevant counterparty/ies (“Express Contract Authorisation”) to:

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(a)the relevant arrangement to be procured under paragraph 1.1(a) above (in the case of a Key Contract that is a Shared RemainCo Contract), or under paragraph 3.1(a) above (in the case of a Key Contract that is a Shared InfraCo Contract); or

(b)the transfer of the benefit and burden of each Key Contract to the designated transferee (as determined in accordance with this Schedule 11) in the case of a Key Contract that is a Transferring InfraCo Contract or a Transferring RemainCo Contract,

and it shall not be sufficient (and the Sellers’ obligations under paragraphs 1 to 4 (inclusive) of this Schedule 11 shall not be satisfied) in respect of a contract to which this paragraph applies unless such Express Contract Authorisation for such contract has been obtained in accordance with this paragraph. Notwithstanding the foregoing, it shall not be necessary to obtain Express Contract Authorisation in respect of any Key Contract where such Key Contract expressly permits the relevant agreement, arrangement, assignment or transfer to be effected pursuant to this Schedule 11 without Express Contract Authorisation.

6.Notification to and interactions with counterparties

6.1In respect of the Transferring InfraCo Contracts, Transferring RemainCo Contracts, Shared RemainCo Contracts and Shared InfraCo Contracts:

(a)the Sellers shall, as soon as reasonably practicable after the date of this Agreement and in any event not later than fifteen (15) days after the date of this Agreement, prepare and deliver to the Buyer a plan (the “Draft Contract Separation Plan”) containing:

(i)categorisation of each Transferring InfraCo Contract, Transferring RemainCo Contract, Shared RemainCo Contract or Shared InfraCo Contract (as applicable) and:

(A)identifying the specific services of the InfraCo Part and the RemainCo Part of each contract; and

(B)in respect of Supplier Contracts for services that cannot be attributed to a Customer Contract, determining the relevant unit or measure of service to use as the basis for the allocation of monthly fees as between the InfraCo Part and the RemainCo Part of each such contract;

(ii)the communications plan to be implemented in order to implement the provisions of this Schedule 11, including where relevant in order to obtain Contract Authorisation;

(b)the Sellers shall prepare and deliver to the Separation Committee the template forms of initial notice, cover letter or other form of written communication to be sent by the Sellers’ Group to counterparties (“Template Forms”) and:

(i)the Sellers shall consider all reasonable comments provided by them by or on behalf of the Sellers; and

(ii)the information in each such Template Form relating to the Buyer, the Buyer’s Group, any persons connected to the Buyer’s Group and the Transaction shall require the prior written consent of the Buyer’s representatives on the Separation Committee (not to be unreasonably withheld or delayed) before being delivered to the relevant counterparties;

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(c)the Buyer’s representatives may provide, and the Sellers shall take into account, reasonable comments in respect of the Draft Contract Separation Plan (the Draft Contract Separation Plan so updated being the “Contract Separation Plan”); and

(d)the Sellers shall carry out the Contract Separation Plan in a manner consistent with the provisions of this Schedule and with the intention of maintaining and not prejudicing the relationship between the relevant members of the Sellers’ Group (and, from Completion, the Group Companies) and the relevant counterparty/ies.

6.2In the event that any counterparty to a Key Contract indicates that:

(a)it will not or does not intend to grant Express Contract Authorisation for the relevant matter for which its Express Contract Authorisation is required under this Schedule 11; or

(b)it will only grant Express Contract Authorisation if the relevant member of the Sellers’ Group agrees to renegotiate or amend any terms of its contract (including as to pricing and any additional terms or conditions) or makes any other demands or requirements of a member of the Sellers’ Group (including any conditions for the granting of Express Contract Authorisation) in connection with the matters contemplated by paragraphs 1 to 4 (inclusive) of this Schedule 11 and which would means that the terms of the relevant contract would not be equivalent in all material respects to those then in force,

the Sellers shall promptly notify the Separation Committee who shall instruct the Sellers as to the course of action to be taken.

6.3Any amounts paid pursuant to a claim under the GTT TSA in connection with the Customer Contracts Services counts towards the limit of liability set out in paragraph 3.1 of Schedule 6.

7.Cooperation in respect of contracts

In addition to the information sharing provisions set out in paragraphs 1 to 5 (inclusive) of this Schedule 11, the Separation Committee or such other representatives nominated by the Sellers and representatives nominated by the Buyer shall, following Completion, meet to discuss progress towards the satisfaction of the parties’ obligations under paragraphs 1 to 5 (inclusive) of this Schedule 11 in order to ensure proper cooperation in respect of such obligations and any decisions relating thereto. Such meetings shall take place on a monthly basis (or at such intervals as may be agreed between the Sellers and the Buyer from time to time) in person or by telephone until the Contract Long Stop Date. The parties agree to cooperate in good faith in order to progress towards the satisfaction of the parties’ obligations under paragraphs 1 to 5 (inclusive) of this Schedule 11.

8.Conduct in respect of Transferring InfraCo Claims

8.1If the Sellers’ Group (i) has made or commenced, or (ii) at time after the date of this Agreement makes or commences, any claim in writing or proceedings in relation to a Transferring InfraCo Claim ("Active Transferring InfraCo Claim"), then the Sellers shall:

(a)ensure that the Buyer and its representatives are given all reasonable information and facilities to investigate the Active Transferring InfraCo Claim;

(b)in the event that the Active Transferring InfraCo Claim is successful, hold on trust for the Buyer or relevant Group Company and account for and pay or deliver to the Buyer or relevant Group Company any moneys, goods or other benefits that it or the relevant member of the Sellers’ Group receives in respect of the Active Transferring InfraCo Claim;

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(c)not (and ensure that each member of the Sellers’ Group shall not) admit liability or make any agreement or compromise in relation to the Active Transferring InfraCo Claim without prior written approval of the Buyer; and

(d)subject to the relevant member of the Sellers’ Group being indemnified by the Buyer against any resulting reasonable costs and expenses incurred in respect of an Active Transferring InfraCo Claim (but so that the provision of any such indemnity shall not imply any admission of liability on the part of any member of the Buyer’s Group), ensure that it and each member of the Sellers’ Group shall:

(i)allow the Buyer (if they elect to do so) to take over the conduct of all proceedings and/or negotiations arising in connection with the Active Transferring InfraCo Claim; and

(ii)provide such information and assistance as the Buyer may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Active Transferring InfraCo Claim.

9.Conduct in respect of Transferring RemainCo Claims

9.1If the Sellers’ Group has (i) prior to the date of this Agreement made or commenced, or (ii) at any time after the date of this Agreement makes or commences, any claim in writing or proceedings in relation to a Transferring RemainCo Claim ("Active Transferring RemainCo Claim"), then after Completion the Buyer shall, at the cost of the Sellers:

(a)ensure that the relevant member of the Sellers’ Group and its representatives are given all reasonable information and facilities to investigate the Active Transferring RemainCo Claim;

(b)in the event that the Active Transferring RemainCo Claim is successful, hold on trust for the relevant member of the Sellers’ Group and account for and pay or deliver to the relevant member of the Sellers’ Group any moneys, goods or other benefits that it or the relevant Group Company receives in respect of the Active Transferring RemainCo Claim;

(c)not (and ensure that each member of the Buyer’s Group shall not) admit liability or make any agreement or compromise in relation to the Active Transferring RemainCo Claim without prior written approval of the Sellers; and

(d)subject to the Buyer and/or relevant member of the Buyer’s Group being indemnified by the Sellers against any resulting reasonable costs and expenses incurred in respect of an Active Transferring RemainCo Claim (but so that the provision of any such indemnity shall not imply any admission of liability on the part of any member of the Sellers’ Group), ensure that it and Group Company shall:

(i)allow the relevant member of the Sellers’ Group (if it elects to do so) to take over the conduct of all proceedings and/or negotiations arising in connection with the Active Transferring RemainCo Claim; and

(ii)provide such information and assistance as the Sellers may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Active Transferring RemainCo Claim.

9.2The Sellers shall indemnify the members of the Buyer’s Group against, and pay on demand to the Buyer or the relevant Group Company and amount equal to, any and all Losses suffered or incurred by the Buyer or relevant Group Company in connection with the activities contemplated by paragraph 9.1 above.

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10.Conduct in respect of Shared RemainCo Claims

10.1If the Sellers’ Group (i) has in the six (6) months prior to the date of this Agreement made or commenced, or (ii) at any time after the date of this Agreement makes or commences any claim in writing or proceedings in relation to the InfraCo Part of a Shared RemainCo Claim ("Active Shared RemainCo Claim"), then the Sellers shall:

(a)ensure that Buyer and its representatives are given all reasonable information and facilities to investigate the InfraCo Part of the Active Shared RemainCo Claim;

(b)not (and ensure that each member of the Sellers’ Group shall not) admit liability or make any agreement or compromise in relation to the InfraCo Part of the Active Shared RemainCo Claim where such agreement or compromise would:

(i)involve an admission of wrongdoing on any member of the Buyer’s Group; or

(ii)impose any obligation on any member of the Buyer’s Group (unless, in the case of the payment of money, the Sellers have agreed to indemnify the relevant member of the Buyer’s Group in respect of such amount).

11.Conduct in respect of Shared InfraCo Claims

11.1If the Sellers’ Group (i) has in the six (6) months prior to the date of this Agreement made or commenced, or (ii) at any time after the date of this Agreement makes or commences, any claim in writing or proceedings, in relation to the RemainCo Part of a Shared InfraCo Claim ("Active Shared InfraCo Claim"), then the Buyer shall:

(a)ensure that the relevant member of the Sellers’ Group and its representatives are given all reasonable information and facilities to investigate the RemainCo Part of the Active Shared InfraCo Claim;

(b)not (and ensure that each member of the Buyer’s Group shall not) admit liability or make any agreement or compromise in relation to the RemainCo Part of the Active Shared InfraCo Claim where such agreement or compromise would:

(i)involve an admission of wrongdoing on any member of the Sellers’ Group; or

(ii)impose any obligation on any member of the Sellers’ Group (unless, in the case of the payment of money, the Buyer has agreed to indemnify the relevant member of the Sellers’ Group in respect of such amount).

12.Conduct of Counterparty Claims

12.1In this paragraph 12, “Contract Counterparty” means a counterparty to a Transferring InfraCo Contract, Transferring RemainCo Contract, Shared RemainCo Contract and Shared InfraCo Contract (s applicable).

12.2From Completion and until the Contract Long Stop Date:

(a)the Sellers must promptly inform the Buyer of any communications between any member of the Sellers’ Group and any Contract Counterparty to the extent relating to a Transferring InfraCo Contract or the InfraCo Part of a Shared RemainCo Contract; and

(b)the Buyer must promptly inform the Sellers, of any communications between any Group Company and any Contract Counterparty to the extent relating to a Transferring RemainCo Contract or the RemainCo Part of a Shared InfraCo Contract,

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and in each case forward the relevant extracts of any correspondence received from the Contract Counterparty in connection with the relevant contract.

12.3From Completion until the Contract Long Stop Date, if a Contract Counterparty makes or commences any claim or proceedings against (a) a member of the Sellers’ Group in connection with a Transferring InfraCo Contract or the InfraCo Part of a Shared RemainCo Contract or (b) a member of the Buyer’s Group in connection with a Transferring RemainCo Contract or the RemainCo Part of a Shared InfraCo Contract (a claim or proceeding under (a) or (b) being a “Contract Claim”), then the Sellers and the Buyer shall procure (in respect of the members of the Sellers’ Group and the Buyer’s Group respectively) that the party receiving the claim (or against which proceedings are initiated) (the “Contract Holder”) shall:

(a)ensure that the Sellers (where a member of the Buyer’s Group is the Contract Holder) or the Buyer (where a member of the Sellers’ Group is the Contract Holder) (as applicable, the “Asset Owner”) and its representatives are given all reasonable information and facilities to investigate (and, if applicable, pursue or defend) the Contract Claim;

(b)hold on trust for the Asset Owner and account for and pay or deliver to the Asset Owner any moneys, goods or other benefits that it or any of member of its group receives in respect of the Contract Claim;

(c)not (and ensure that no member of its group shall) admit liability or make any agreement or compromise in relation to the Contract Claim without prior written approval of the Asset Owner;

(d)if the Contract Holder elects or is requested by the Asset Owner to defend the Contract Claim (in which case paragraph 12.4 below shall apply), conduct the defence such Contract Claim in a manner which is consistent, in all material respects, with the manner in which the Contract Holder (or, as the case may be, the relevant member of the Contract Holder’s group) would, at the relevant time, conduct such Contract Claim if it were the Asset Owner; and

(e)subject to the Contract Holder and/or any member of its group being indemnified by the Asset Owner against any resulting reasonable costs and expenses incurred in respect of a Contract Claim (but so that the provision of any such indemnity shall not imply any admission of liability on the part of the Asset Owner), ensure that it and the members of its group shall:

(i)take such action as the Asset Owner may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate the Contract Claim;

(ii)allow the relevant Asset Owner (if it elects to do so) to take over the conduct of all proceedings and/or negotiations arising in connection with the Contract Claim; and

(iii)provide such information, access and assistance as the Asset Owner may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Contract Claim.

12.4For the purposes of paragraph 12.3 above, a reference to a member of a Party’s group shall mean (a) the Buyer’s Group in the case of the Buyer and (b) the Sellers’ Group in the case of the Sellers.

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13.InfraCo Business Licences

13.1As part of the Reorganisation, the Seller shall, and shall procure that the members of the Sellers’ Group shall, procure that, by Completion, each Group Company holds all InfraCo Business Licences required by it for or in connection with the carrying on of its part of the InfraCo Business as at the Completion Date.

14.System Milestone Completion

14.1In its implementation of the System Milestone and the IT Separation:

(a)the Sellers shall not, and shall procure that no member of the Sellers’ Group shall, take any action or implement any step in respect of the System Milestone which, if taken or implemented would result in System Milestone, or the Buyer’s or the Groups’ use of the System Milestone, contravening applicable laws; and

(b)the Sellers shall, and shall ensure that each member of the Sellers’ Group shall, take all decisions and implement all actions, in each case with respect to the compliance of the System Milestone with applicable law, as it would if it were taking that decision or implementing that action in its own interests and/or for the benefit of the RemainCo Business.

14.2The Future System Milestone shall not fail to meet limb (b) of the Acceptance Principle to the extent such failure is caused by a functionality of the ‘off-the-shelf’ third party CRM system comprising the System Milestone, where the non-compliance caused by that function or process could not reasonably have been achieved by configuration of that third party CRM system.

14.3The Sellers shall, within five (5) days after each of the CMD Milestone Completion and Future System Milestone Completion, deliver to the Buyer a record of processing, in accordance with Article 30 of the GDPR, in respect of the Group’s processing of personal data, including processing to be undertaken using the system comprising the CMD Milestone and Future System Milestone respectively.

14.4The Sellers shall, within five (5) days after each of the CMD Milestone Completion and System Milestone Completion, create business continuity plans and disaster recovery plans for the InfraCo Business, which reflect the CMD Milestone and Future System Milestone respectively and contain no less detail than the business continuity and disaster recovery plans in existence in respect of the RemainCo Business as at the date of signature of this Agreement.

15.PoP Contracts

15.1The Sellers shall use reasonable endeavours to effect the following prior to Completion:

(a)transfer the benefit and burden of each InfraCo PoP Contract to which a RemainCo Company is a party (a “Transferring InfraCo PoP Contract”) to the relevant Group Company by obtaining Contract Authorisation from the counterparty to that InfraCo PoP Contract; and

(b)transfer the benefit and burden of each RemainCo PoP Contract to which a Group Company is a party (a “Transferring RemainCo Contract”) to the relevant RemainCo Company by obtaining Contract Authorisation from the counterparty to that RemainCo Pop Contract,

and where required under applicable law, register the transfer.

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15.2The parties agree that (notwithstanding any other provision in this Agreement) the Sellers shall not transfer the benefit or burden of:

(a)any InfraCo PoP Contract to which a Group Company is a party; or

(b)any RemainCo PoP Contract to which a RemainCo Company is a party.

15.3From Completion:

(a)where a RemainCo Company continues to occupy colocation facilities to which an InfraCo PoP Contract applies, the Buyer shall procure that the relevant members of the Group provide co-location services to that RemainCo Company in respect of those facilities in accordance with the InfraCo MSA; and

(b)where a Group Company continues to occupy colocation facilities to which an RemainCo PoP Contract applies, the Seller shall procure that the relevant members of the Sellers Group provide co-location services to that Group Company in respect of those facilities in accordance with the GTT MSA.

15.4The parties agree that the Separation Committee shall be authorised to waive any requirement in this paragraph 15 for Contract Authorisation.

15.5The parties agree that, in respect of the PoP Contracts, the provisions of this paragraph 15 shall prevail over the remaining provisions of this Schedule 11 and the provisions of Schedule 17.

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SCHEDULE 12

InfraCo Liabilities and RemainCo Liabilities

1.InfraCo Liabilities and RemainCo Liabilities

1.1Nothing in this Agreement or any other Transaction Document shall operate to transfer any of the RemainCo Assets to any Group Company or any member of the Buyer’s Group or, without prejudice to each party’s rights and obligations under Schedule 11 (Contracts and Claims) and clause 3.11 of the GTT TSA, the InfraCo TSA or any other Transaction Document as applicable, make any member of the Buyer’s Group or any Group Company liable for any of the RemainCo Liabilities.

1.2Paragraph 1.2 of Schedule 13 shall apply prior to Completion in respect of the InfraCo Liabilities and the RemainCo Liabilities.

1.3The Buyer shall procure that the Group Companies shall, from Completion:

(a)assume and promptly discharge, or procure that a relevant member of the Buyer’s Group so assumes and promptly discharges when due any and all Transferring InfraCo Liabilities, provided that it is expressly acknowledged and agreed that the assumption and discharge of Transferring InfraCo Liabilities pursuant to any contracts that require Contract Authorisation of a third party to such assumption and discharge, and Contract Authorisation has not been effected by the Completion Date for any reason, is subject to each party’s rights and obligations under Schedule 11 and clause 3.11 of the InfraCo TSA; and

(b)on demand (subject to prior receipt of evidence satisfactory to the Buyer, acting reasonably) from the Principal Seller, indemnify the Principal Seller and relevant members of the Sellers’ Group against any and all Transferring InfraCo Liabilities and any and all Losses suffered or incurred by any member of the Sellers’ Group as a result of any failure by the Buyer or any member of the Buyer’s Group to promptly assume, discharge or procure the prompt discharge of such Transferring InfraCo Liabilities as contemplated in (a) above, except to the extent such Losses arise as a result of or in connection with any failure of the Sellers’ Group (excluding the Group Companies) to comply with their rights and obligations under Schedule 11 or any other part of this Agreement.

1.4Subject to Schedule 11, after Completion, the Buyer shall procure that the relevant Group Companies shall, at their cost execute and deliver all such further documents (including any assignment, transfer or novation documentation) and/or take such other action as the Principal Seller may reasonably request in order to effect: (a) the release and discharge in full of the relevant member of the Sellers’ Group from any Transferring InfraCo Liabilities; and/or (b) the assumption by the relevant member of the Buyer’s Group as the primary obligor in respect of any Transferring InfraCo Liabilities in substitution for the relevant member of the Sellers’ Group.

1.5The Sellers shall, from Completion:

(a)assume and promptly discharge, or procure that a relevant member of the Sellers’ Group assumes and promptly discharges when due any and all Transferring RemainCo Liabilities, provided that it is expressly acknowledged and agreed that the assumption and discharge of Transferring RemainCo Liabilities pursuant to any contracts that require Contract Authorisation of a third party to such assumption and the Contract Authorisation of which has not been effected by the Completion Date for any reason, is subject to each party’s rights and obligations under Schedule 11 and clause 3.11 of the GTT TSA; and

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(b)on demand (subject to prior receipt of evidence satisfactory to the Principal Seller, acting reasonably) from the Buyer, indemnify the Buyer and relevant Group Companies against any and all Transferring RemainCo Liabilities and any and all Losses suffered or incurred by any of the Buyer and the Group Companies as a result of any failure by the Sellers to promptly assume, discharge or procure the discharge of such Transferring RemainCo Liabilities as contemplated in (a) above, except to the extent such Losses arise as a result of or in connection with any failure of the Buyer and or any Group Company to comply with their rights and obligations under Schedule 11 or any other part of this Agreement.

1.6Subject to Schedule 11, after Completion, the Sellers shall at their cost execute and deliver all such further documents (including any assignment, transfer or novation documentation) and/or take such other action as the Buyer may reasonably request in order to effect: (a) the release and discharge in full of the relevant Group Companies from any Transferring RemainCo Liabilities; and/or (b) the assumption by the relevant member of the Sellers’ Group as the primary obligor in respect of any Transferring RemainCo Liabilities in substitution for the relevant Group Company.

1.7To the extent that Completion has occurred notwithstanding that the Reorganisation Completion Obligation was not satisfied as at the Completion Date, this Schedule 12 shall take effect subject to the provisions of clause 7.13 and, to the extent operative after Completion, the Separation Schedules.

1.8GTT Litigation

(a)Notwithstanding any of the foregoing or any other provision of this Agreement, in no circumstances shall the Buyer or any members of the Buyer’s Group (including, from Completion, the Group Companies) be responsible for or otherwise have any liability in respect of any claim, cause or right of action, litigation, arbitration, prosecution, or other legal proceedings or dispute resolution process, or administrative or criminal proceedings, whether at law or in equity, howsoever arising, in any jurisdiction, whether by way of contribution or subrogation or otherwise, whether known or unknown to the parties, whether or not presently known to the law and whether arising before or after Completion, in which any Group Company (or any director, officer, employee or agent of any Group Company) is involved in any capacity involving or relating to the Sellers or any members of the Sellers’ Group or the RemainCo Business, the RemainCo Assets or the RemainCo Liabilities (“GTT Litigation”), including but not limited to: (i) proceedings in the United States District Court for the Eastern District of Virginia, Alexandria Division with case number 1:2019cv00982 and proceedings relating to or connected with the Principal Seller’s failure file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 within the prescribed time period (and, in each case, any related proceedings); (ii) all and any other claims or proceedings against any member of the Sellers’ Group that have been Disclosed in the Disclosure Letter (with the exception of the CloudItalia disupute); and (iii) the Easynet Claim.

(b)Without prejudice to any other rights the Buyer or the members of the Buyer’s Group (including, from Completion, the Group Companies) may have, the Sellers shall indemnify and keep indemnified the Buyer and the members of the Buyer’s Group (including, from Completion, the Group Companies) against any and all Losses suffered or incurred by any of the Buyer or any members of the Buyer’s Group (including, from Completion, the Group Companies) in connection with, relating to or as a result of any GTT Litigation (including any costs or expenses relating to the defence of or participation in any such GTT Litigation) whether occurring or relating to the period before or after Completion.

(c)If any Group Company is or becomes in any way involved in any GTT Litigation as a named party, the Sellers shall, at their own cost use all reasonable endeavours to

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procure (so far as it is possible and to the extent permitted by law) that each Group Company is fully and finally removed as a named party in such GTT Litigation.

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SCHEDULE 13

Reorganisation

1.Implementation and Objectives

1.1Prior to Completion, the Sellers shall use all reasonable endeavours to procure the implementation of the Reorganisation (including using all reasonable endeavours to do, execute and perform all such deeds, documents, assurances, acts and things as may reasonably be necessary or desirable to give effect thereto including, where applicable, the obtaining any third party consents) in accordance with this Agreement, the Separation Steps Plans and applicable laws and with a view to achieving the objectives set out in paragraph 1.2 below.

1.2In accordance with clause 6.2, the Sellers shall use all reasonable endeavours to procure that, prior to Completion:

(a)the Group Companies shall hold or otherwise have the benefit of the InfraCo Assets and InfraCo Liabilities at Completion, and to the extent necessary to achieve that purpose the InfraCo Assets and InfraCo Liabilities shall be transferred to or otherwise obtained by (or the benefit thereof shall be granted to) the Group Companies prior to Completion (for the avoidance of doubt, access to the Additional Assets shall be provided pursuant to the terms of the InfraCo MSA); and

(b)the Group Companies shall not hold or otherwise have the benefit or burden of the RemainCo Assets and the RemainCo Liabilities at Completion, and to the extent necessary to achieve that purpose the RemainCo Assets and RemainCo Liabilities shall be transferred out of the Group Companies prior to Completion,

in each case on the understanding that the Buyer has agreed to purchase the Group Companies on the basis that, prior to Completion, the Sellers will have implemented the Reorganisation in a manner designed to ensure that, when taken together with the other rights and benefits of the Buyer and the Group Companies under the Transaction Documents, the Group Companies will be able to operate the InfraCo Business from Completion as conducted by the Sellers by immediately prior to Completion.

1.3The parties agree and acknowledge that the definitions contained in Schedule 10 of this Agreement are intended to define the InfraCo Business (including InfraCo Assets and InfraCo Liabilities) and the RemainCo Business (including the RemainCo Assets and the RemainCo Liabilities) for the purpose of the overall objectives of the Reorganisation. In the event that either party disagrees with the transfer of any asset or liability as a consequence of or pursuant to the definitions of this Agreement, such party may raise its disagreements with the Separation Committee and the Separation Committee will consider each such request and any appropriate solutions in good faith and having regard to the overall objectives of the Reorganisation.

1.4The Sellers shall not, and shall procure that no member of the Sellers’ Group shall, take any action or implement any step in respect of the Reorganisation which, if taken or implemented:

(a)would be a contravention of applicable laws;

(b)is reasonably likely to result in any InfraCo Assets being liable to be transferred or re-transferred to another person;

(c)is reasonably likely to constitute (or result in the Transaction constituting), at that time or at any time thereafter, a transaction at an undervalue, a preference, a transaction defrauding creditors, a transaction entered into with actual intent to hinder, delay, or

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defraud the debtors’ creditors, or a transaction entered into while the debtor was insolvent for less than reasonably equivalent value;

(d)would involve a transaction for which the consideration is not on terms that are at fair value or represent the product of arm’s length bargaining; or

(e)would be reasonably likely to result in any Group Company holding or being owed any cash or cash equivalents (including credit balances, deposits, savings, current or other accounts):

(i)which (A) are not capable of being lawfully spent, distributed, loaned or received by the relevant Group Company within thirty (30) days or at any time after Completion, or (B) if capable of being so lawfully spent, distributed, loaned or received only after a withholding, deduction, or incurrence of a cost; or

(ii)in respect of which there are significant restrictions under applicable law which prevent or restrict the relevant Group Company from spending, distributing, loaning or receiving them.

1.5If at any time any Seller or any member of the Sellers’ Group becomes aware or considers that any action or step in respect of the Reorganisation would contravene or has contravened paragraph 1.2 above, the Principal Seller shall promptly serve Notice on the Buyer and thereafter the Parties shall work together in good faith to determine an alternative action or step that is permitted under this Agreement and to rectify any prior contravention.

1.6Notwithstanding any other provision in this Agreement, if at any time the Buyer reasonably considers that any action or step in respect of the Reorganisation would contravene or has contravened paragraph 1.2 above, it may notify the Principal Seller and thereafter the Parties shall work together in good faith to determine an alternative action or step that is permitted under this Agreement and to rectify any prior contravention.

2.Reorganisation Process

2.1The parties hereby establish a committee to oversee the Reorganisation (the “Separation Committee”). The Sellers and the Buyer may each appoint and remove, by notice in writing to the other, up to three (3) members of the Separation Committee with the initial members being as follows:


Sellers’ representatives			Buyer’s representatives
Steven Berns			[To be appointed by the Buyer]
Don MacNeil			[To be appointed by the Buyer]
Donna Granato			[To be appointed by the Buyer]

Unless otherwise agreed by the Principal Seller and the Buyer, the members of the Separation Committee appointed from time to time by the Buyer shall not be involved in ordinary course activities in businesses overlapping with the activities of the Sellers’ Group.

2.2The quorum for meetings of the Separation Committee shall be one member appointed by the Sellers and one member appointed by the Buyer.

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2.3The parties acknowledge that not all of the properties, rights, assets and liabilities to be transferred or replaced in connection with (or which will otherwise be the subject of) the Reorganisation, nor certain other details of the Reorganisation, have been identified and finalised at the date of this Agreement and that, in addition to the steps contemplated by the Separation Steps Plans and this Agreement, further steps may be required to implement the Reorganisation. The parties agree to work together in good faith to develop, and the Sellers undertake to carry out, the plans and the specific steps for the Reorganisation as contemplated by or subsequently agreed pursuant to this Agreement.

2.4The parties agree that the Separation Committee shall be authorised to agree modifications and additions to the Separation Steps Plans, the Material Reorganisation Documents and/or the steps or documents proposed for the implementation of the Reorganisation by a simple majority of those present, provided (i) that such simple majority shall include at least one member appointed by the Sellers and one member appointed by the Buyer voting in favour of such modifications or additions, and (ii) that (subject to paragraph 1.4 above):

(a)where any modification or addition proposed to be made by the Sellers or their representatives is not materially financially or commercially adverse to the interests of the Sellers, the Buyer, the RemainCo Business or the InfraCo Business (as the case may be), such change may be effected by the Sellers without the approval of the Separation Committee provided that it has been tabled for discussion at a meeting of that Separation Committee in advance of implementation and the Buyer’s representative(s) on that Separation Committee have had the opportunity to comment on such change; or

(b)where any modification or addition proposed to be made by the Sellers or their representatives may involve the Sellers, the Buyer, the RemainCo Business or the InfraCo Business (as the case may be) incurring additional material quantifiable cost or expense (but is not otherwise financially or commercially adverse to any of them), such change may be effected by the Sellers without the approval of the relevant Separation Committee provided that the party requesting such change agrees to bear such additional cost or expense and also provided that it has been tabled for discussion at a meeting of that Separation Committee in advance of implementation and the Buyer’s representative(s) on that Separation Committee have had the opportunity to comment on such change,

and the Sellers and the Buyer shall (and shall procure that their representatives on the Separation Committee shall) each act reasonably and in good faith at all times.

2.5Any decisions of a Separation Committee in respect of modifications or additions under paragraph 2.4 above or paragraph 2.10 below shall not operate so as to vary the terms of this Agreement or any other Transaction Document (other than the Material Reorganisation Documents) save to the extent that this Agreement or such Transaction Document (other than the Material Reorganisation Documents) is varied in accordance with its terms and in the case of any inconsistency, the terms of the Transaction Documents ((other than the Material Reorganisation Documents) shall prevail over any decision of a Separation Committee. For the avoidance of doubt, the Sellers shall not be in breach of this Agreement to the extent they have taken any action or have omitted to take any action in order to comply with any valid decision of a Separation Committee.

2.6The Separation Committee shall meet (which may be by telephone/teleconference) as often as is reasonably necessary (and no less frequently than once a month) for the purpose of achieving successful implementation of the Reorganisation as soon as reasonably practicable and in accordance with this Agreement and the Separation Steps Plans.

2.7Each of the Separation Committee meetings shall be attended by a competition lawyer appointed by or with the reasonable approval of the Buyer and an agenda will be circulated to the Sellers’ Solicitors and the Buyer’s Solicitors not less than twenty four (24) hours in

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advance of each meeting. Upon request, the Sellers or the Sellers’ Solicitors may request the attendance of a competition lawyer nominated by the Sellers or the Sellers’ Solicitors at any such meeting it considers appropriate following receipt of such agenda.

2.8The Separation Committee shall monitor and assess the progress of the Reorganisation and discuss any material developments in the context of the Reorganisation, the transactions contemplated by this Agreement.

2.9The Separation Committee shall: (i) oversee the Systems Committee in respect of the System Milestone until System Milestone Completion, but shall otherwise have no responsibility with respect to any matters within scope of the Systems Committee.

2.10The Buyer and its representatives on the Separation Committees shall be entitled to suggest modifications and additions to the Separations Steps Plans or the steps or documents proposed for the implementation of the Reorganisation (including modifications and additions relating to commercial, financial or tax matters relevant to the Buyer and the Buyer’s Group following Completion), and the Sellers and its representatives on the Separation Committee shall consider such suggestions in good faith and (subject to paragraph 1.4 above):

(a)where any modification or addition proposed by the Buyer or its representatives is not materially financially or commercially adverse to the interests of the Sellers, the RemainCo Business or the InfraCo Business (as the case may be), and such modification or addition would not cause a material delay in the timing of the Reorganisation or the completion of any of the steps set out in the Separation Steps Plans (in each case in the opinion of the Sellers acting reasonably), such modification or addition shall be effected by the Sellers without the approval of the relevant Separation Committee provided that it has been tabled for discussion at a meeting of the relevant Separation Committee in advance of implementation and the Sellers’ representative(s) on the relevant Separation Committee have had the opportunity to comment on such change; or

(b)where any modification or addition proposed to be made by the Buyer or its representatives may involve the Sellers, the RemainCo Business or the InfraCo Business (as the case may be) incurring additional material quantifiable cost or expense (but is not otherwise financially or commercially adverse to any of them and does not cause any material delays in the timing of the Reorganisation or the completion of any of the steps set out in the Separation Steps Plans, in each case, in the opinion of the Sellers acting reasonably) such change may be effected by the Sellers without the approval of the relevant Separation Committee provided that Buyer agrees to bear such additional cost or expense and also provided that it has been tabled for discussion at a meeting of the relevant Separation Committee in advance of implementation and the Sellers’ representative(s) on the relevant Separation Committee have had the opportunity to comment on such change.

2.11The Sellers’ shall (at their own cost):

(a)ensure the Separation Committee is provided with:

(i)regular and reasonably detailed status updates on the implementation of the Reorganisation, which shall include updates regarding the implementation of the Contract Separation Plan (including progress towards satisfaction of the matters set out in clause 7.11 and copies of all agreements or arrangements entered into pursuant to Schedule 11 and Schedule 17 (in each case, to allow the Buyer to assess the Sellers’ compliance with its obligations under that clause and those schedules));

(ii)monthly updates on the financial performance of the Group, the Group Companies and the InfraCo Business and all financial information relating

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thereto, including forecasts, performance updates, monthly management accounts, business plans and similar information, in each case as may be requested by any member of the Separation Committee;

(iii)prompt responses to any reasonable information requests, questions or inquiries made by any member of the Separation Committee regarding the Reorganisation, the Separation Steps Plans or for the purpose of assessing the tax, financial, commercial or other consequences of any proposed Reorganisation step; and

(iv)access to (A) the Senior Management Team; and (B) the premises and statutory and/or formalised books and records of each of the Group Companies (to the extent these relate to the InfraCo Business), in each case during normal business hours on any Business Day and upon reasonable notice;

(b)ensure there are, and maintain and support, adequate program and staffing time and resources devoted to the Reorganisation by employees and officers of the Sellers’ Group to ensure timely execution of the Reorganisation;

(c)obtain (where reasonably prudent to do so) appropriate professional advice (including legal, accounting and tax advice) in respect of the Reorganisation and the System Milestone for the purpose of implementing the Reorganisation and the System Milestone in accordance with this Agreement (in particular, paragraph 1 of this Schedule);

(d)ensure that drafts of all material documents necessary to implement the Reorganisation (the “Individual Reorganisation Documents”) are provided to the Separation Committee, save to the extent they have been provided to the Buyer on or prior to the date of this Agreement or are substantially based on the Material Reorganisation Documents (for the avoidance of doubt, any required localisation of the Material Reorganisation Documents shall not be construed as an amendment to the Material Reorganisation Documents relevant for the purpose of this paragraph);

(e)take into account and reflect any reasonable comments provided as soon as reasonably practicable following the date of this Agreement and in any event within twenty (20) Business Days by or on behalf of the Buyer in good faith in respect of the Material Reorganisation Documents, provided the reflection of such comments does not cause a material delay in the timing of the Reorganisation or the completion of any of the steps set out in the Separation Steps Plans or satisfaction of the Reorganisation Completion Obligation;

(f)obtain the written consent of the member(s) of the Separation Committee appointed by the Buyer in relation to the form, content and terms (including any material amendments to such terms) of the Individual Reorganisation Documents (such consent not to be unreasonably withheld or delayed), provided that:

(i)where any Individual Reorganisation Document was provided to the Buyer in a draft form at the date of this Agreement, no such consent shall be required provided that (i) no substantial amendments are made to it or (ii) any amendments made to it are reasonably necessary to comply with the applicable law (and for this purpose, a ‘substantial amendment’ includes the inclusion of details of assets or liabilities that are the subject of such Individual Reorganisation Document and the completion of any material information or details in the schedules of such Individual Reorganisation Document); and

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(ii)where any Individual Reorganisation Document is consistent with this Agreement and the Separation Steps Plans or the Material Reorganisation Documents and is not otherwise financially or commercially adverse or adverse from a tax perspective to the interests of the Sellers, the Buyer, the RemainCo Business or the InfraCo Business (as the case may be), no such consent shall be required;

(g)after execution of each Individual Reorganisation Document, provide a copy thereof to the Buyer without undue delay, together with any other relevant documentation or information relating thereto (such as public filings and updated books and records).

3.IT Separation Process

3.1The Sellers shall procure that System Milestone Completion occurs as soon as reasonably practicable in accordance with this paragraph 3.

3.2To enable the System Committee to monitor the progress of the Sellers in achieving the System Milestone Completion, the parties shall by 20 November 2020 work together to prepare an IT Separation Steps Plan, which shall:

(a)define the Future IT Environment determined by the Buyer to be delivered as part of Future System Milestone, provided that:

(i)the Future IT Environment must be capable of meeting the Acceptance Principle, must comprise functionality and specifications equivalent in all material respects to one of the following environments;

(A)a system comprising an Oracle ERP system which includes: (i) New Customer Portal; and (ii) NMS separation, each as referred to in the RFP with proposal deadline of 08/07/2020; or

(B)a system comprising: (i) Siebel (CRM); (ii) Oracle Financials (ERP); (iii) New Customer Portal; and (iv) NMS separation, each as previously implemented by the Group Companies comprising the legacy Interoute business,

and not cost more than the total costs associated with the licensing, implementation and support of either of the above-mentioned environments that are known as at the date of this Agreement; and

(ii)the Buyer’s determination of the Future IT Environment will be subject to the Seller’s written consent, not to be unreasonably withheld or delayed, it being acknowledged that it would be unreasonable to withhold consent if the Future IT Environment meets the criteria in this paragraph 3.2(a)(i);

(b)determine the Acceptance Criteria, which shall be defined solely according to the Acceptance Principle;

(c)contain an outline of the steps required to be taken by Sellers in order to achieve System Milestone Completion; and

(d)contain provisional (non-binding) timeframes within which the parties consider that each step must be taken in order to achieve the System Milestone Completion (the “IT Separation Steps Plan”).

3.3The parties hereby establish a steering committee to oversee and steer the implementation of (i) the System Milestone; and (ii) the IT Separation, until System Milestone Completion (“Systems Committee”).

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3.4The Sellers and the Buyer may appoint and remove, by notice in writing to the other, up to three (3) members of the Systems Committee with the initial members being as follows:


Sellers’ representatives			Buyer’s representatives
Steven Berns			[To be appointed by the Buyer]
Don MacNeil			[To be appointed by the Buyer]
Corey Eng			[To be appointed by the Buyer]

3.5The Sellers may further appoint and remove, by notice in writing to the Buyer, two (2) representatives from each of the RemainCo Business and the InfraCo Business as members of the Systems Committee (each such representative being a “Program Manager”) with the initial Program Managers to be appointed as soon as reasonably practicable following the date of this Agreement:

3.6The quorum for meetings of the Systems Committee shall be one member appointed by the Sellers and one member appointed by the Buyer and at least one Program Manager from each of the RemainCo Business and InfraCo Business.

3.7The Systems Committee shall be authorised to make decisions relating to the CMD Milestone and the Future System Milestone, the IT Separation Steps Plan and the Acceptance Principle. Subject to paragraph 3.8, such changes may only be effected by a simple majority of those present, provided (i) that such simple majority shall include at least one member appointed by the Sellers and one member appointed by the Buyer voting in favour of such modifications or additions, and (ii) that (subject to paragraph 1.4 above):

(a)where any modification or addition proposed to be made by the Buyer or its representatives is not materially financially or commercially adverse to the interests of the Sellers, the Buyers, the RemainCo Business or the InfraCo Business (as the case may be), such change may be effected by the Buyer without the approval of the Systems Committee provided that it has been tabled for discussion at a meeting of that Systems Committee in advance of implementation and the Sellers’ representative(s) on the Systems Committee have had the opportunity to comment on such change; or

(b)where any modification or addition proposed to be made by the Buyer or its representatives may involve the Sellers, the Buyer, the RemainCo Business or the InfraCo Business (as the case may be) incurring additional material quantifiable cost or expense (but is not otherwise financially or commercially adverse to any of them), such change may be effected by the Buyer without the approval of the Systems Committee provided that the party requesting such change agrees to bear such additional cost or expense and also provided that it has been tabled for discussion at a meeting of that Separation Committee in advance of implementation and the Sellers’ representative(s) on that Separation Committee have had the opportunity to comment on such change.

3.8Technical Changes do not require agreement of the System Committee, provided that the Sellers shall provide the Buyer with prior notice of material Technical Changes(except in the case of emergencies).

3.9Any decisions of a Systems Committee shall not operate so as to vary the terms of this Agreement or any other Transaction Document (other than the Material Reorganisation Documents) save to the extent that this Agreement or such Transaction Document (other than

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the Material Reorganisation Documents) is varied in accordance with its terms and in the case of any inconsistency, the terms of the Transaction Documents ((other than the Material Reorganisation Documents) shall prevail over any decision of a Systems Committee. For the avoidance of doubt, the Sellers shall not be in breach of this Agreement to the extent they have taken any action or have omitted to take any action in order to comply with any valid decision of a Systems Committee.

3.10The Systems Committee shall, unless otherwise agreed in writing, meet (which may be by telephone/teleconference) fortnightly from the date of this Agreement for the purpose of achieving the CMD Milestone and the Future System Milestone as soon as reasonably practicable.

3.11The parties agree that the Systems Committee shall:

(a)monitor and assess the progress of the CMD Milestone and the Future System Milestone (until the CMD Milestone Completion and the Future System Milestone Completion) and IT Separation against the IT Separation Steps Plan and discuss any material developments in the context of the IT Separation;

(b)assess whether CMD Milestone Completion has occurred, and where the Systems Committee unanimously agrees, CMD Milestone Completion shall have occurred for the purposes of this Agreement;

(c)assess whether Future System Milestone Completion has occurred, and where the Systems Committee unanimously agrees that Future System Milestone Completion has occurred, System Milestone Completion shall have occurred for the purposes of this Agreement;

(d)provide IT Separation oversight and primarily focus on: (i) identifying and setting priorities in respect of the IT Separation; (ii) identifying risks and managing and mitigating such risks; (iii) identifying issues and managing and resolving such issues;, manage and resolve issues; (iv) monitoring timescales and deciding corrective actions as necessary; and (v) monitoring and quality of IT Separation outputs and deliverables and deciding corrective actions as necessary;

(e)be authorised to agree: (i) modifications and additions to the IT Separation Steps Plan or the steps or documents proposed for the implementation of the System Milestone (until System Milestone Completion) and IT Separation; (ii) budgeting costs of the IT Separation; (iii) ERP system requirements and RFP; (iv) systems architecture (including office systems environment, endpoints, and internal data network); and (v) IT policies and standards, including with respect to cybersecurity; and

(f)report to the Separation Committee with regards to (i) completion of the CMD Milestone and Future System Milestone (ii) the progress of the IT Separation Steps Plan; and (iii) prior to System Completion, any Transitional Services that the Systems Committee recommends for the InfraCo Business following Completion in accordance with Schedule 15 of this Agreement.

3.12If, within ten (10) Business Days after either Party has asserted that CMD Milestone Completion or Future System Milestone Completion (as applicable) has occurred, the Systems Committee has not unanimously agreed that CMD Milestone Completion or Future System Milestone Completion (as applicable) has occurred, the matter shall be referred for resolution by expert determination as follows:

(a)the relevant member of the Sellers’ Group or the Buyer may initiate an expert reference under this provision by proposing to the other party the appointment of the Technical Expert;

226

(b)the relevant member of the Sellers’ Group and the Buyer shall request that the Technical Expert determine whether CMD Milestone Completion or Future System Milestone Completion (as applicable) has occurred within twenty (20) Business Days of receiving the reference;

(c)if the Technical Expert has been appointed but is unable or unwilling to complete the reference, another Technical Expert shall be appointed by agreement between the relevant member of the Sellers’ Group and the Buyer or, failing agreement within ten (10) Business Days of the parties being notified that the Technical Expert is unable or unwilling to complete the reference, by the IT President on the application of either party;

(d)the Technical Expert shall act as an Technical Expert and not as an arbitrator;

(e)the relevant member of the Sellers’ Group and the Buyer shall have the right to make representations and submissions to the Technical Expert. There will be no formal hearing;

(f)each of the members of the Sellers’ Group and the Buyer shall make all relevant documents and information within their control available to the Technical Expert;

(g)the Technical Expert shall be directed to determine whether CMD Milestone Completion has occurred solely by reference to the Acceptance Principle, and whether Future System Milestone Completion has occurred solely by reference to the Acceptance Principle and Acceptance Criteria;

(h)the decision of the Technical Expert as to whether CMD Milestone Completion or Future System Milestone Completion (as applicable) has occurred shall, in the absence of fraud, be final and binding on the parties; and

(i)the costs of the Technical Expert shall be borne equally between the Parties.

3.13The Systems Committee shall by unanimous agreement, appoint an expert that the Parties agree will determine any dispute as to whether CMD Milestone Completion or Future System Milestone Completion (as applicable) has occurred (the “Technical Expert”). If the Systems Committee is unable to unanimously agree the identity of the Technical Expert, the Technical Expert shall be chosen by the President for the time being of the Chartered Institute for IT in England and Wales (or his nominee) (the “IT President”).

3.14The Systems Committee shall discuss and agree which third party will be engaged as the vendor/implementation partner to assist with the IT Separation and attend relevant demonstrations with proposed partners. The Sellers’ representatives on the Systems Committee will attend commercial discussions with potential partners.

3.15The Program Manager shall be responsible for:

(a)ensuring the relevant Systems Committee is provided with all relevant materials required for the meetings, including updates as to progress against the IT Separation Steps Plan;

(b)present all materials to the Systems Committee; and

(c)coordinating all recommendations and decisions made at Systems Committee meetings.

227

SCHEDULE 14

Transitional Services

1.Transitional Services

1.1The scope of the known transitional services to be provided by the members of the Sellers’ Group to the Buyer or the Group Companies in respect of the InfraCo Business following Completion (the “Transitional Services”) is set out in the GTT TSA.

1.2Subject to paragraph 2, to the extent that between the date of this Agreement and Completion and arising due to the Reorganisation:

(a)the Buyer identifies a service that any Supplier Party provided to the InfraCo Business in the period 3 months prior to the date of this Agreement and Completion (or in the case of services that are performed seasonally or annually, in the twelve (12) months prior to the Completion Date), that the Buyer reasonably needs in order for the InfraCo Business to continue to operate in substantially the same manner in which the InfraCo Business operates prior to Completion; and

(b)such service:

(i)was not included as a Transitional Service; and

(ii)is not a GTT TSA Excluded Service,

(“Additional Services”), the Additional Services shall be included as Transitional Services on the terms of the GTT TSA for the duration of the term of the GTT TSA unless the Buyer, acting reasonably, agrees to a shorter term for that Additional Service, in which case the Sellers shall provide that Additional Service for such shorter period provided that (i) if the Sellers and the Buyer cannot reach an agreement as to pricing of such Additional Services, the Sellers shall provide them at cost.

2.System Milestone Completion Services

2.1If System Milestone Completion has not been achieved by the Completion Date or the parties are engaged in the process described in Paragraph 3.12 of Schedule 13 on the Completion Date:

(a)the Sellers shall provide the Buyer with access to:

(i)all systems and data described in the CMD Milestone (the “IT Services”); and

(ii)all systems and data described in the Future System Milestone and any related systems support and business process services that the Buyers are reliant on the Sellers to provide (the “System Milestone Completion Services”),

as Transitional Services on the terms of the GTT TSA for 24 months (or, if earlier, until completion of System Milestone Completion Services); and

(b)any costs incurred in providing the IT Services and the System Milestone Completion Services pursuant to the GTT TSA shall be borne by the Sellers and the Buyer shall not be charged any fee for the IT Services or the System Milestone Completion Services.

228

2.2Any amounts paid pursuant to a claim under the GTT TSA in connection with the System Milestone Completion Services counts towards the limit of liability set out in paragraph 3.1 of Schedule 6.

229

SCHEDULE 15

Names

1.1As soon as reasonably practicable after Completion, and in any event no later than the date falling twelve (12) calendar months immediately following the Completion Date, the Buyer shall procure that the name of any Group Company which consists of, or otherwise incorporates, any Sellers’ Trade Marks specified in paragraph 1.8 of this Schedule 15, but always excluding any elements of such Names which are purely descriptive or non-distinctive e.g. “communication”, (the “Relevant Trade Marks”) shall be changed to a name which does not consist of, or otherwise incorporate, any Relevant Trade Marks.

1.2Subject to paragraphs 1.1 above and 1.3 below, from the date falling twelve (12) calendar months immediately following the Completion Date, the Buyer shall procure that each Group Company shall:

(a)not:

(i)use or display Names which include (in whole or in part) any Relevant Trade Marks or any confusingly similar Names; or

(ii)hold itself out as having any current affiliation with any member of the Sellers’ Group; and

(b)have removed, or otherwise obliterated, all Relevant Trade Marks from all non-public assets and materials owned or used by, or on behalf of, the Group, including any business stationery (including letterhead, business cards, schedules, inventories, agreements, documentation, customer agreements, publicity releases and forms), buildings, interior décor items, fixtures and furnishings, displays, signs, informational, promotional or marketing materials, websites and email.

1.3The Sellers acknowledge and agree that:

(a)until from the date falling twelve (12) calendar months immediately following the Completion Date, each Group Company may continue using any Sellers’ Trade Marks that it was using in the twelve (12) calendar months immediately prior to the Completion Date in the same manner, and to the same extent, that it was using such marks in that twelve (12) calendar-month period;

(b)the Group Companies are permitted to continue making use of the Sellers’ Trade Marks (excluding any logos, designs or stylised versions of the Sellers’ Trade Marks):

(i)when referring to the former name of a Group Company; and

(ii)when accurately describing any products or services as having been originated by the Group prior to Completion; and

(c)no Group Company shall be obliged to remove or obliterate any Relevant Trade Marks from:

(i)any executed agreements, or copies thereof, in existence prior to the Completion Date;

(ii)any signage of a permanent nature (e.g. permanent engraving on or into stone or metal) affixed to any InfraCo Plant and Equipment or InfraCo Business Properties prior to the Completion Date;

230

(iii)any non-customer-facing or non-public-facing documents in existence prior to the Completion Date that are used for internal purposes only; or

(iv)any engineering or technical manuals in existence prior to the Completion Date.

1.4As soon as reasonably practicable after Completion, and in any event no later than the date falling twelve (12) calendar months immediately following the Completion Date, the Sellers shall procure that the name of any member of the Sellers’ Group which consists of, or otherwise incorporates, any Owned Trade Mark specified in paragraph 1.7 of this Schedule 15, but always excluding any elements of such Names which are purely descriptive or non-distinctive e.g. “media”, “diversity” or “good”, (the “Relevant Owned Trade Marks”) shall be changed to a name which does not consist of, or otherwise incorporate, any Relevant Owned Trade Mark.

1.5Subject to paragraphs 1.4 above and 1.6 below, from the date falling twelve (12) calendar months immediately following the Completion Date, each Seller shall, and shall procure that each member of the Sellers’ Group shall:

(a)not:

(i)use or display any Names which include (in whole or in part) any Relevant Owned Trade Marks or any confusingly similar Names; or

(ii)hold itself out as having any current affiliation with any Group Company; and

(b)have removed, or otherwise obliterated, all Relevant Owned Trade Marks from all assets and materials owned or used by, or on behalf of, the Sellers’ Group, including any business stationery (including letterhead, business cards, schedules, inventories, agreements, documentation, customer agreements, publicity releases and forms), buildings, interior décor items, fixtures and furnishings, displays, signs, informational, promotional or marketing materials, websites and email.

1.6The Buyer acknowledges and agrees that:

(a)until from the date falling twelve (12) calendar months immediately following the Completion Date, each member of the Sellers’ Group may continue using any Owned Trade Marks that it was using in the twelve (12) calendar months immediately prior to the Completion Date in the same manner, and to the same extent, that it was using such marks in that twelve (12) calendar-month period;

(b)members of the Sellers’ Group are permitted to continue making use of the Owned Trade Marks (excluding any logos, designs or stylised versions of the Owned Trade Marks):

(i)when referring to the former name of a member of the Sellers’ Group; and

(ii)when accurately describing any products or services as having been originated by the Sellers’ Group prior to Completion; and

(c)no member of the Sellers’ Group shall be obliged to remove or obliterate any Relevant Owned Trade Marks from:

(i)any executed agreements, or copies thereof, in existence prior to the Completion Date;

231

(ii)any signage of a permanent nature (e.g. permanent engraving on or into stone or metal) affixed to any plant or equipment or properties of the Sellers’ Group prior to the Completion Date;

(iii)any non-customer-facing or non-public-facing documents in existence prior to the Completion Date that are used for internal purposes only; or

(iv)any engineering or technical manuals in existence prior to the Completion Date.

1.7The “Relevant Owned Trade Marks” are as follows:

(a)Interoute:

“INTEROUTE”

“INTEROUTE ONE”

“INTEROUTE VDC”

“INTEROUTE VD”

“ONE BRIDGE”

“FROM THE GROUND TO THE CLOUD”

“I-21”

(b)Hibernia:

“HIBERNIA ATLANTIC”

“HIBERNIA METRO”

“GFN HIBERNIA”

“HIBERNIA MEDIA”

“MEDIAXSTREAM”

“HIBERNIA NETWORKS”

“SECURITY THROUGH DIVERSITY”

“DIFFERENT IS GOOD”

1.8The “Relevant Trade Marks” are as follows:

“GTT”

“GTT COMMUNICATIONS”

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SCHEDULE 16

Employees

Part A: List of InfraCo Employees


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
2750133	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
8434	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
15707	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750092	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750159	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750132	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
16140	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750204	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750129	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
15961	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750192	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750093	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750172	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
1778426	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750136	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
16809	GTT EMEA Ltd	InfraCo Non-Group Company Employee	Interoute Communications Limited
1000001	GTT EMEA Ltd	InfraCo Non-Group Company Employee	GTT Belgium
2750029	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
2750031	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
2750194	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
2750036	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
2750170	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite

233


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
2750179	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
1777781	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
16251	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
17073	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
16334	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
1777782	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
16199	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
16287	Hibernia Atlantic Communications Private Ltd	InfraCo Non-Group Company Employee	Hoffnungsvoll Communication Private Limite
2750202	Accelerated Connections Inc	InfraCo Non-Group Company Employee	Payrolled through PEO firm
2750088	Accelerated Connections Inc	InfraCo Non-Group Company Employee	Payrolled through PEO firm
2750046	Accelerated Connections Inc	InfraCo Non-Group Company Employee	Payrolled through PEO firm
2750062	Accelerated Connections Inc	InfraCo Non-Group Company Employee	Payrolled through PEO firm
1775213	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2248431	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2179602	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1775227	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1775218	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2497345	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1762610	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750175	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750054	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750072	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750145	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750056	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750101	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750322	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1776572	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1775216	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1775212	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750078	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2248429	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750131	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750542	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750335	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC

234


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
2248428	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1779346	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1776600	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750176	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750352	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750356	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
1775885	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750095	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750455	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750177	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750050	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2587232	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2383414	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2750332	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
16617	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
2624577	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
16881	GTT Americas LLC	InfraCo Non-Group Company Employee	Interoute US LLC
5045	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7230	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
5178	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
5221	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
5061	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7778	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8277	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
5054	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7154	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7537	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8046	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8489	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7281	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7927	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8039	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8053	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8578	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
9642	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
6933	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7760	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7204	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8177	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7549	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7986	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7502	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
5037	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8152	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
9614	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7152	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7691	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
6037	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
16653	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
6304	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10613	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD

235


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
6302	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7539	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7519	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15095	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15136	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7669	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
16086	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10064	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8220	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
9878	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
2014	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10221	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10670	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10454	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
9729	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
16051	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10510	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10590	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15910	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10635	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
16257	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15967	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15124	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
10371	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
16312	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15200	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
7423	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15403	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
8512	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
9951	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
9619	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
16289	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
15289	GTT Bulgaria JSCo	InfraCo Non-Group Company Employee	Interoute Cloud Bulgaria EOOD
16582	GTT Communications Belgium	InfraCo Non-Group Company Employee	GTT Belgium
125	GTT Communications GmbH	InfraCo Non-Group Company Employee	GTT GmbH
152	GTT Communications S.R.L. (Italy)	InfraCo Non-Group Company Employee	GTT Italy S.R.L.
157	GTT Communications S.R.L. (Italy)	InfraCo Non-Group Company Employee	GTT Italy S.R.L.
16661	KPN EuroRings UK	InfraCo Non-Group Company Employee	Interoute Communications Limited
2750060	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750067	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited

236


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
2750199	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750076	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750080	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750040	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750108	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750162	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
298	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750212	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
1775769	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750164	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750120	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750025	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750068	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750026	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
1775771	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750156	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750038	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
2750081	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
16162	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
1775778	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17051	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17049	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17036	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17053	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
15962	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
1775774	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
15637	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited

237


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
16082	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
16989	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17040	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
16559	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
1775768	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
16512	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
16842	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17037	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17054	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17042	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17035	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17086	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
16017	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17132	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
17125	Hibernia Express (Ireland) Limited	InfraCo Group Company Employee	28 Hibernia Express (Ireland) Limited
5004	GTT Austria GmbH	InfraCo Group Company Employee	GTT Austria GmbH
9712	GTT Austria GmbH	InfraCo Group Company Employee	GTT Austria GmbH
5018	GTT Belgium	InfraCo Group Company Employee	GTT Belgium
15408	GTT Belgium	InfraCo Group Company Employee	GTT Belgium
7697	GTT Belgium	InfraCo Group Company Employee	GTT Belgium
6095	GTT Belgium	InfraCo Group Company Employee	GTT Belgium
7361	GTT Belgium	InfraCo Group Company Employee	GTT Belgium
15185	GTT Belgium	InfraCo Group Company Employee	GTT Belgium
15351	GTT Belgium	InfraCo Group Company Employee	GTT Belgium
5367	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
7440	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
6069	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
10047	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
6143	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
5370	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
6977	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
8372	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
7393	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
16108	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
9991	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
15850	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
7071	GTT France SAS	InfraCo Group Company Employee	GTT France SAS
16041	GTT France SAS	InfraCo Group Company Employee	GTT France SAS

238


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
7375	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
5483	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
5541	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16705	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
5461	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
7512	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
7626	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
7258	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
5532	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
17025	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
8530	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16704	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16701	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
15115	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
6938	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
8125	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
5458	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
6210	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16698	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16700	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16702	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16697	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16699	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16703	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
7374	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
15805	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
6026	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
5495	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
16696	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
5521	GTT GmbH	InfraCo Group Company Employee	GTT GmbH
7021	GTT Hungary Ltd.	InfraCo Group Company Employee	GTT Hungary Ltd.
16687	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16681	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16686	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16683	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16690	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16692	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16673	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16664	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16676	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16685	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)

239


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
16663	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16662	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16688	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16682	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16665	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16674	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16678	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16672	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16684	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16669	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16693	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16677	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16666	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16689	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16679	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16671	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
16670	GTT International B.V. (Netherlands)	InfraCo Group Company Employee	GTT International B.V. (Netherlands)
5589	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
6159	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5580	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5588	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5564	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5553	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5570	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5557	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5209	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5583	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5577	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
16200	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
9640	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5592	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5547	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
10703	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
16985	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.
5576	GTT Italy S.R.L.	InfraCo Group Company Employee	GTT Italy S.R.L.

240


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
5613	GTT Netherlands B.V.	InfraCo Group Company Employee	GTT Netherlands B.V.
1777598	GTT Netherlands B.V.	InfraCo Group Company Employee	GTT Netherlands B.V.
6216	GTT Netherlands B.V.	InfraCo Group Company Employee	GTT Netherlands B.V.
7320	GTT Netherlands B.V.	InfraCo Group Company Employee	GTT Netherlands B.V.
15889	GTT Netherlands B.V.	InfraCo Group Company Employee	GTT Netherlands B.V.
6818	GTT Netherlands B.V.	InfraCo Group Company Employee	GTT Netherlands B.V.
16536	GTT Poland Limited Liability Company	InfraCo Group Company Employee	GTT Poland Limited Liability Company
5694	GTT Poland Limited Liability Company	InfraCo Group Company Employee	GTT Poland Limited Liability Company
6546	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
5791	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
15216	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
6529	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
5797	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
5838	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
5774	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
6796	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
5393	GTT Switzerland Sarl	InfraCo Group Company Employee	GTT Switzerland Sarl
50	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
7147	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
581	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
86	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
466	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
6519	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
346	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited

241


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
127	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
101	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8416	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
2000	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8175	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
399	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
9868	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
15214	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
6655	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
15540	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
7737	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8457	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8413	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8621	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8631	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
624	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
7836	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8462	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited

242


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
9279	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8737	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
10005	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
10003	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
15195	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
7405	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
10001	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
10133	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
15430	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8561	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
9870	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
10035	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
10645	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
9719	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
8037	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
10585	Interoute Communications Limited	InfraCo Group Company Employee	Interoute Communications Limited
9962	Interoute Communications LLC RU	InfraCo Group Company Employee	Interoute Communications LLC RU
5335	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
6019	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5909	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5127	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
6204	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o

243


Employee ID/Vacancy ID	Current Employing Entity	Business Classification of Employee	Employing Entity post completion of the Reorganisation
7219	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5211	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5164	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5224	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5148	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5158	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
15318	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5319	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
10287	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5244	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
10624	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
9485	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5161	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5303	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5306	Interoute Czech s.r.o	InfraCo Group Company Employee	Interoute Czech s.r.o
5914	Interoute Iberia SAU	InfraCo Group Company Employee	Interoute Iberia SAU
1779238	Interoute Iberia SAU	InfraCo Group Company Employee	Interoute Iberia SAU
6595	Interoute Iberia SAU	InfraCo Group Company Employee	Interoute Iberia SAU
9135	Interoute Iberia SAU	InfraCo Group Company Employee	Interoute Iberia SAU
6312	Interoute Iberia SAU	InfraCo Group Company Employee	Interoute Iberia SAU
16563	Interoute Iberia SAU	InfraCo Group Company Employee	Interoute Iberia SAU
9631	Interoute Iberia SAU	InfraCo Group Company Employee	Interoute Iberia SAU
7557	Interoute Managed Services Sweden AB	InfraCo Group Company Employee	Interoute Managed Services Sweden AB
15186	Interoute Managed Services Sweden AB	InfraCo Group Company Employee	Interoute Managed Services Sweden AB
7302	Interoute Managed Services Sweden AB	InfraCo Group Company Employee	Interoute Managed Services Sweden AB
8294	Interoute Managed Services Sweden AB	InfraCo Group Company Employee	Interoute Managed Services Sweden AB
5701	Interoute Slovakia s.r.o.	InfraCo Group Company Employee	Interoute Slovakia s.r.o.
6664	S.C. Interoute S.R.L.	InfraCo Group Company Employee	S.C. Interoute S.R.L.
7322	S.C. Interoute S.R.L.	InfraCo Group Company Employee	S.C. Interoute S.R.L.

Part B: InfraCo Employees

1.As part of the Reorganisation, the Sellers shall (or shall procure that a member of the Sellers’ Group shall) procure that on or before Completion each of the InfraCo Non-Group Company Employees shall be employed by a Group Company.

2.To the extent that any element of the Reorganisation amounts to a transfer of an undertaking or other relevant transfer to a Group Company for the purposes of the Transfer Regulations, the contract of employment of each affected InfraCo Non-Group Company Employee shall, save where such InfraCo Non-Group Company Employee objects to the transfer of their employment (where an objection is permitted under applicable law), be treated with effect from the date of the relevant transfer as if originally made between the relevant Group Company and that InfraCo Non-Group Company Employee.

244

3.If for any reason the contract of employment of any InfraCo Non-Group Company Employee is not automatically transferred to a Group Company pursuant to the Transfer Regulations in connection with the Reorganisation (either because there are no Transfer Regulations in the relevant jurisdiction or (if there are Transfer Regulations in the relevant jurisdiction) because the Transfer Regulations do not apply to that InfraCo Non-Group Company Employee), then the Sellers shall procure:

3.1that, at such time as is required to implement the Reorganisation on or before Completion, the relevant Group Company shall offer to employ such InfraCo Non-Group Company Employee on terms and conditions that are economically equivalent to the terms on which such InfraCo Non-Group Company Employee was employed immediately prior to the date on which the offer is made (including, where required by applicable law, granting such person full recognition of their service with the Sellers’ Group); and

3.2that InfraCo Non-Group Company Employees who accept such offers are promptly released from their existing contracts of employment with the Sellers’ Group.

4.If any contract of employment of a person who is employed by the Sellers’ Group and is not an InfraCo Employee (the “Non-Disclosed RemainCo Employees”) has effect, or is alleged to have effect, as if originally made between the Non-Disclosed RemainCo Employee and the Buyer, a member of the Buyer’s Group or a Group Company (whether as a result of the Transfer Regulations or otherwise), then:

4.1the Buyer may, within one month of the later of Completion and the date on which the Buyer becomes aware of such an effect or alleged effect, give notice to the Sellers of the identities of the Non-Disclosed RemainCo Employees;

4.2the Sellers shall procure that a member of the Sellers’ Group (other than a Group Company) makes an offer of employment to the Non-Disclosed RemainCo Employee on terms no less favourable than those offered to the Non-Disclosed RemainCo Employee immediately prior to the alleged transfer;

4.3if such offers are not made, or are made but not accepted, within one month of notice being given to the Sellers in accordance with paragraph 4.1 of this Schedule 16, then, as applicable:

(a)the Buyer may give notice (or, as applicable, may procure that the relevant member of the Buyer’s Group gives notice); or

(b)the Buyer may require that the Sellers give notice (or, as applicable, procure that the relevant Group Company gives notice),

to any Non-Disclosed RemainCo Employee to terminate their contract of employment; and

4.4where notice has been given to any Non-Disclosed RemainCo Employee in accordance with paragraph 4.3 of this Schedule 16, the Sellers shall indemnify the Buyer and each member of the Buyer’s Group against:

(a)any Liabilities, Losses, costs, expenses, demands or sums arising out of or in connection with such terminations;

(b)any Liabilities, Losses, costs, expenses, demands or sums payable to or in relation to any Non-Disclosed RemainCo Employee under their contract of employment to the date of such termination; and

(c)any other Liabilities, losses, costs, expenses, demands or sums arising out of or in connection with the alleged transfer of the Non-Disclosed RemainCo Employee pursuant to the Transfer Regulations.

245

5.The Sellers shall indemnify the Buyer, the Buyer’s Group and the Group Companies against any Liabilities, Losses, costs, expenses, demands or sums of the Buyer, the Buyer’s Group or the Group Companies which:

5.1relate to or arise out of the employment of an InfraCo Non-Group Company Employee by the Sellers’ Group (including any acts or omissions by the Sellers’ Group) prior to that InfraCo Non-Group Company Employee becoming employed by a Group Company pursuant to paragraphs 2 or 3 of this Schedule 16; or

5.2which the Buyer, the Buyer’s Group or the Group Companies may otherwise incur as a result of succeeding to the relevant member of the Sellers’ Group pursuant to the Transfer Regulations or otherwise (including any failure to inform or consult representatives of the InfraCo Non-Group Company Employees); or

5.3are attributable to any breach or default by any member of the Sellers’ Group in respect of any of the obligations or duties of the relevant member of the Sellers’ Group as employer (whether arising under contract, common law, statute, or otherwise) to or in relation to any of the InfraCo Non-Group Company Employees.

6.Notwithstanding that the Buyer shall have no statutory obligations under the Transfer Regulations in respect of any information and consultation process required to effect the transfer of the InfraCo Non-Group Company Employees to Group Companies pursuant to those regulations save pursuant to Regulation 13(4) of the Transfer Regulations:

6.1the Buyer hereby undertakes and agrees to provide such assistance to the Sellers (or any member of the Sellers’ Group) prior to Completion as the Buyer determines to be reasonable in light of any obligations of the Sellers’ Group to inform and consult with the InfraCo Non-Group Company Employees or their representatives and including, but not limited to, provision of information and attendance at meetings if requested by the Sellers acting reasonably; and

6.2the Sellers shall provide the Buyer with any communications to be issued by any member of the Sellers’ Group to the InfraCo Non-Group Company Employees or their representatives during any information and consultation process required under the Transfer Regulations, in reasonable time to allow the Buyer to provide comments on the communications which the Sellers shall be obligated to consider in good faith but not obliged to incorporate.

7.The Sellers shall procure that the relevant member of the Sellers’ Group provides to the relevant Group Company prior to Completion copies of the personnel files of each InfraCo Non-Group Company Employee.

8.In respect of those InfraCo Non-Group Company Employees that have commenced employment with a Group Company, the Buyer shall indemnify the Sellers and any member of the Sellers’ Group in relation to any Liabilities, Losses, claims, costs, expenses, demands or sums arising from any act or omission of the Buyer relating to the employment (or termination of employment) of the InfraCo Non-Group Company Employees on or after Completion.

9.Prior to Completion, the Sellers shall not, and shall use reasonable endeavours to procure that the members of the Sellers’ Group shall not, employ any proposed InfraCo New Employee without the prior written consent of the Buyer’s representatives on the Separation Committee (such consent not to be unreasonably withheld or delayed) and the Sellers (or the relevant member of the Sellers’ Group, as applicable) shall carry out appropriate background checks in advance of seeking the consent of the Separation Committee.

Part C: InfraCo Group Company Employees incorrectly transferring

246

10.If, as a result of or in connection with the Reorganisation, any contract of employment of an InfraCo Group Company Employee has effect, or is alleged to have effect, as if originally made between that InfraCo Group Company Employee (the “Transferring InfraCo Group Company Employee”) and the Sellers or a member of the Sellers’ Group (other than a Group Company), whether as a result of the Transfer Regulations or otherwise, then:

10.1the Sellers’ shall, within one month of the date on which the Sellers become aware of such an effect or alleged effect, give notice to the Buyer of the identities of the Transferring InfraCo Group Company Employees;

10.2the Buyer may procure, or, as appropriate, require that the Sellers procure, that a Group Company makes an offer of employment to the Transferring InfraCo Group Company Employees on terms no less favourable than those offered to the Transferring InfraCo Group Company Employees immediately prior to the alleged transfer;

10.3save in circumstances where the Buyer has required the Sellers to procure that a Group Company makes an offer of employment and the Sellers have failed to do so, if such offers are not made, or are made but not accepted, within one month of notice being given to the Buyer in accordance with paragraph 10.1 of this Schedule 16, then the Sellers may give notice (or, as applicable, procure that the relevant member of the Sellers’ Group gives notice) to any Transferring InfraCo Group Company Employee to terminate their contract of employment; and

10.4the Sellers shall indemnify the Buyer, each member of the Buyer’s Group and each Group Company against any Liabilities, Losses, costs, expenses, demands or sums arising out of or in connection with the alleged transfer of any Transferring InfraCo Group Company Employee (pursuant to the Transfer Regulations or otherwise), including (without limitation) any termination of employment pursuant to paragraph 10.3 of this Schedule 16.

Part D: RemainCo Employees

11.The Sellers shall (or shall procure that a member of the Sellers’ Group shall) procure that, prior to Completion, each RemainCo Employee is no longer employed or engaged by a Group Company (whether as an employee, consultant, officer or in any other capacity).

12.All emoluments, including but not limited to unpaid wages, salaries, holiday pay, bonuses, pension contributions, share awards, benefits, debts, and employer’s liabilities in respect of social security contributions and other employer Taxes in respect thereof and other periodic outgoings in respect of the RemainCo Employees (howsoever and whenever arising) shall be borne by the Sellers (or the relevant member of the Sellers’ Group other than a Group Company).

13.The Sellers shall indemnify and keep indemnified, on demand, the Buyer against any Liabilities, Losses, costs, expenses, demands or sums, suffered by the Buyer, members of the Buyer’s Group and/or all Group Companies, in connection with any claims, rights of action, demands or allegations raised or brought by any and all RemainCo Employees or their representatives, including but not limited to, any claims or awards relating to any failure to comply with the Transfer Regulations, and/or any compensation, unpaid wages, salaries, holiday pay, bonuses, pension contributions, share awards, benefits, debts, and other periodic outgoings, in respect of the RemainCo Employees, howsoever and whenever arising.

247

SCHEDULE 17

Property Separation

1.Interpretation

The following further definitions apply in this Schedule 17:

“Consenting Party” means any landlord, head landlord, superior landlord and/or other third party from which a Property Transfer Consent is required;

“Irrevocable Property Licence” means such irrevocable licences, rights, consents and/or permissions relating to such Transferring InfraCo Business Properties as the Buyer may properly and reasonably require for the continued operation of the InfraCo Business (as generally carried out in the twelve (12) months prior to Completion (or if the InfraCo Business has been in occupation for less than twelve (12) months, as generally carried out in the time the InfraCo Business has been operating from such Transferring InfraCo Business Property)) from such Transferring InfraCo Business Property;

“Land Registry” means any applicable government registry in the relevant jurisdiction which requires the registration of an interest in a property in that jurisdiction (including, without any limitation to, a Taxation Authority);

“Post Completion Transfers” has the meaning given to it in paragraph 3.4(d) below;

“Prague Shared Property” means the leasehold property at City West, Siemensova 2717/4; 155 00 Prague 5, Czech Republic ;

“Properties List” means the details of all InfraCo Business Properties, Transferring InfraCo Business Properties and Transferring RemainCo Business Properties;

“Property Agreed Terms” means:

(a)where the relevant property is a Shared Property, the precise extent and location of the area within the property to be included within the underlease shall be determined by the Separation Committee taking into account the extent of the area occupied by any Group Company and any RemainCo Company and any requirements in a lease;

(b)where the relevant property is a Transferring Property, the demised premises shall be the whole of the relevant property;

(c)the level of rental payable shall be a market rent, reviewed on standard market terms at usual intervals subject to the requirements of any superior lease and having regard to the area to be underlet and its use;

(d)where the title to the relevant property is freehold, the right to assign the whole or underlet the whole or part of the property with consent (not to be unreasonably withheld or delayed) and to share with any subsidiary undertaking or parent undertaking without consent;

(e)where the title to the relevant property is leasehold, any provisions in respect of alienation will follow the approach above at paragraph (d) save where this is inconsistent with the provisions of the lease in which case the provisions will match the requirements of the lease;

(f)where the relevant property is a Shared Property, the sharing of all rates and outgoings (having regard to the area to be underlet and its use), when the relevant property is not a Shared Property the tenant shall pay all rates and outgoings;

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(g)where the title to the property is leasehold, for a term of years equal (less one day) to the term of the relevant lease, where the title to the Property is freehold for a term of years determined by the Separation Committee;

(h)having regard to each party’s reasonable security requirements, any rights reasonably required for the operations of the relevant Group Company or the relevant RemainCo Company (as appropriate) over common parts, accesses, common facilities and any other shared areas;

(i)an obligation on the tenant to keep the underlet premises in good and substantial repair and condition;

(j)the parties will undertake a joint inspection of: (i) in relation to any Transferring Property, the underleased premises; and (ii) in relation to any Shared Property, the Separated Property, on or before the date of Completion to record in writing: the items included in the underleased premises or Separated Property (as applicable); (the “Inventory”),

as well as all other terms to be agreed acting reasonably between the Sellers and the Buyer which are in accordance with any leases affecting the relevant property from time to time;

“Property Licence Period” means a period, which may be different for each of the Transferring Property, commencing on Completion and ending on the earliest of the following dates:

(a)the date on which this Agreement is terminated by whatever means whatever in whole or in relation to the relevant Transferring Property;

(b)if the title to the Transferring Property is leasehold, the date immediately preceding the date on which the term of the relevant lease ends by whatever means; and

(c)the date of completion of the Property Transfer (or underlease granted in accordance with paragraph 3.8 below) in relation to the relevant Transferring Property;

“Property Transfer Consent” means all consents, licences, approvals, permits, authorisations or waivers required from any landlord, head landlord, superior landlord and/or other third party, including, but not limited to any consents, licences, approvals, permits, authorisations or waivers required by any legislation or regulation or by any statutory, governmental, state, provincial, regional or municipal bodies or authorities for or in connection with: (a) the transfer of a Transferring RemainCo Business Property from a Group Company to a RemainCo Company; and/or (b) the transfer of a Transferring InfraCo Business Property from a RemainCo Company to a Group Company; and/or (c) the transfer of a Shared Property from either (i) a RemainCo Company to a Group Company and/or (ii) a Group Company to a RemainCo Company (as agreed in accordance with this Schedule);

“Property Transfers” means the transfer of: (i) each Transferring RemainCo Business Property from a Group Company to a RemainCo Company; and (ii) each Transferring InfraCo Business Property from a RemainCo Company to a Group Company;

“Reorganisation Properties” means the Transferring InfraCo Business Properties, the Transferring RemainCo Business Properties and the Shared Properties;

“Separation” means all actions to be taken by the Sellers for the physical separation of the Shared Properties for example relocation of chattels, equipment, staff and their belongings;

“Separated Property” means: (i) in relation to a Shared Property which has a RemainCo Company as the tenant under the headlease of such Shared Property, that part of the Shared Property which has been physically separated from the remainder of the Shared Property for

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the occupation of a Group Company; or (ii) in relation to a Shared Property which has a Group Company as the tenant under the headlease of such Shared Property, that part of the Shared Property which has been physically separated from the remainder of the Shared Property for the occupation of a RemainCo Company;

“Separation Works” means all necessary works to be carried out or procured by the Sellers to any Shared Property in connection with the separation of the relevant site to facilitate the Reorganisation as contemplated under this Schedule 17 including, but not limited to, installation of partition walls, creation of corridors and alteration of services, systems and facilities;

“Shared Properties” means the real properties, which are owned, leased, licenced or otherwise held by a Group Company or by a RemainCo Company and which are used and, following Completion will continue to be used, by both the RemainCo Business and the InfraCo Business, being the Prague Shared Property and the Sofia Shared Property only (and “Shared Property” means either one of them);

“Sofia Shared Property” means the leasehold property at Business Building Megapark, 1st Floor, 115G Tsarigradsko Shose Blvd., 1784 Sofia, Bulgaria.

2.Transferring Properties and Shared Properties

2.1The parties agree that after the date of this Agreement it will be necessary to identify all, Transferring InfraCo Business Properties and Transferring RemainCo Business Properties for the purpose of implementing the Reorganisation and giving effect to this Schedule 17 and the remainder of this Agreement.

2.2The Sellers shall, as soon as reasonably practicable after the date of this Agreement and in any event within forty-five (45) Business Days, diligently prepare in good faith and deliver to the Buyer the Properties List which shall include all of the InfraCo Business Properties included in the relevant Separation Asset List and also include the details provided in Schedule 7 in respect of the Reorganisation Properties and details of any Property Transfer Consents that may be required to effect a Property Transfer under this Schedule 17, together with copies of all the title deeds and documents of title or lease documents in the Seller’s possession or under its control which relate to the Transferring InfraCo Business Properties.

2.3Following receipt of such details by the Buyer under paragraph 2.2 above, the Sellers and the Buyer shall work together (through the Separation Committee) in good faith and acting reasonably to classify, as soon as reasonably practicable and in any event within a further ten (10) Business Days following receipt of the details by the Buyer under paragraph 2.2 above, each property on the Properties List as either a Transferring InfraCo Business Property or a Transferring RemainCo Business Property taking into account the scope of the InfraCo Business Properties and the InfraCo Business as a whole. The Sellers will promptly provide such additional information and documentation as reasonably required by the Buyer (to the extent such information is available to the Sellers) in relation to the classification of each property on the Properties List. The decision of the Separation Committee acting in accordance with this paragraph 2.3, shall, in the absence of fraud or manifest error, be final and binding on the parties (subject to any amendments to the Properties List which may be agreed by the parties and/or the Separation Committee in writing from time to time).

2.4Any obligations on the Sellers or the Buyer in this Schedule 17 to do, or to refrain from doing something shall (where appropriate) be deemed to include an obligation to procure that the relevant member of the Sellers’ Group or Buyer’s Group (as applicable) does or refrains from doing the same.

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3.Transferring Properties

3.1If a Property Transfer Consent is required in order to either: (a) transfer a Transferring RemainCo Business Property from a Group Company to a RemainCo Company; and/or (b) to transfer a Transferring InfraCo Business Property from a RemainCo Company to a Group Company, the Sellers shall use all reasonable endeavours to obtain such Property Transfer Consent as soon as reasonably practicable at the Sellers’ sole cost (including, but not limited to, executing and/or delivering agreements, certificates or instruments required by the Consenting Parties). In the event that, despite the Sellers using all reasonable endeavours, such Property Transfer Consent has not been obtained prior to Completion, the Buyer shall reasonably cooperate with the Sellers, at the Sellers’ cost, in obtaining any outstanding Property Transfer Consents. For the avoidance of doubt, the Buyer shall not be obliged to formalize a transfer without the required Property Transfer Consent having been obtained.

3.2Where no Property Transfer Consent is required in order to transfer a Transferring Property or where a Property Transfer Consent is required and has been obtained, the Sellers shall use all reasonable endeavours to procure completion of the Property Transfers for the relevant Properties as soon as reasonably practicable and, in any event, prior to Completion. The transfer documents shall be in such form as is agreed between the Sellers and the Buyer (each acting reasonably) and the transfer documents shall not require the payment of any purchase price by the transferee. In the event the relevant governing law to a transfer of a Transferring Property does not allow the transfer of a Transferring Property without payment of a purchase price the parties shall act reasonably and in good faith to determine an adequate mechanism in determining a suitable purchase price which shall neutralise the effect of the payment of such purchase price.

3.3The Sellers shall promptly take all such steps as may be necessary to enable the Property Transfers to be registered at the Land Registry and shall, at the Sellers’ own cost, lodge the applications for the Property Transfers (where such registration is compulsory or market standard) to be registered at the Land Registry promptly after the completion of the transfer documents together with all necessary documents and all necessary fees, costs and taxes for the registration of the Property Transfers. The Sellers shall use all reasonable endeavours to deal with any requisitions in relation to those applications promptly and in any event before any cancellation date specified by the Land Registry. The Sellers shall promptly notify the Buyer of the completion of the registration and send the Buyer’s Solicitors evidence of such registration. To the extent that any such applications remain pending as at Completion with respect to any Transferring InfraCo Business Properties, the Sellers shall, upon request, provide the Buyer (at the Sellers’ cost) with all such documents as are necessary to transfer carriage of the relevant application(s) to the Buyer.

3.4If any Transferring Property has not been transferred prior to Completion in accordance with paragraphs 3.1 to 3.3 above then:

(a)where a Transferring Property is a Transferring InfraCo Business Property, the Sellers shall procure that, from Completion, the relevant RemainCo Companies grant to the relevant Group Companies, at the Sellers’ cost, Irrevocable Property Licences for the Property Licence Period, at no cost to the Buyer or the Group Companies (save that the relevant Group Company shall be liable for all of the rents, rates, utilities, taxes and other costs associated with the operation of each Transferring InfraCo Business Property properly attributable to the Group Companies in relation to the use of such Transferring InfraCo Business Property with effect from Completion);

(b)if the relevant RemainCo Company suffers an Insolvency Event, the Sellers will use all reasonable endeavours to ensure that the Insolvency Event in respect of the relevant RemainCo Company will not affect the right of the relevant Group Company to occupy and use such Transferring InfraCo Business Properties;

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(c)where a Transferring Property is a Transferring RemainCo Business Property, the Buyer shall procure that, from Completion, the relevant Group Companies grant to the relevant RemainCo Companies such licences, rights, consents and/or permissions relating to such Transferring RemainCo Business Properties as the Sellers may properly and reasonably require for the continued operation of the RemainCo Business from such Transferring RemainCo Business Property (as carried on at the date of Completion) for the Property Licence Period in a form agreed between the Sellers and the Buyer (each acting reasonably), at no cost to the Sellers or the RemainCo Companies (save that the relevant RemainCo Company shall be liable for all rents, rates, utilities and other costs associated with the operation of each Transferring RemainCo Business Property with effect from Completion). The Sellers will reimburse the Buyer for the amount of all reasonable and proper costs and expenses (including legal fees) incurred by it in granting such licences, rights, consents and/or permissions to the relevant RemainCo Companies;

(d)the Sellers and the Buyer shall cooperate to procure the transfer of each such Transferring Property to a Group Company or a RemainCo Company (as applicable) as soon as reasonably practicable after Completion (subject to any necessary Property Transfer Consent being obtained) (the “Post Completion Transfers”). The transfer documents shall be in such form as the Sellers and the Buyer reasonably agrees provided that they shall not require the payment of any purchase price by the transferee. In the event the relevant governing law to a transfer of a Transferring Property does not allow the transfer of a Transferring Property without payment of a purchase price the parties shall act reasonable and in good faith to determine an adequate mechanism in determining a suitable purchase price which shall neutralise the effect of the payment of such purchase price;

(e)the transfer of the Transferring Properties under paragraph 3.4(d) above will be at the cost of the Sellers and the Sellers will reimburse the Buyer for the amount of all reasonable and proper costs, expenses (including legal fees) and taxes incurred by it in procuring any transfer of any Transferring Property. The Sellers shall promptly take all such steps as may be required to be taken by the RemainCo Companies as transferor or transferee of the relevant Transferring Property to enable the Post Completion Transfers to be registered at the Land Registry (where such registration is compulsory or market standard) and shall (where the relevant RemainCo Company is entitled to do so), at the Sellers’ own cost, lodge the applications for the Post Completion Transfers to be registered at the Land Registry promptly after the completion of the transfer documents together with all necessary documents and all necessary fees for the registration of the Post Completion Transfers. Where the RemainCo Company is not entitled to lodge the applications for the registration of the Post Completion Transfers, the Sellers will promptly provide all relevant documentation required for such application (including a duly executed transfer and any Property Transfer Consent) to the Buyer together with such undertakings and confirmations with respect to title registrations as are customary in the jurisdiction where such Property is located; and

(f)the Sellers shall use all reasonable endeavours to deal with any requisitions in relation to those applications in paragraph 3.4(e) above promptly and in any event before the cancellation date specified by the Land Registry. The Sellers shall promptly notify the Buyer of the completion of the registration and send the Buyer’s Solicitors evidence of such registration.

3.5As between the Sellers and the Buyer, the Transferring InfraCo Business Properties shall be at the risk of the Buyer from the later of (i) the Completion Date, (ii) the date all relevant Property Transfer Consents are obtained for the relevant Transferring InfraCo Business Property, and (iii) the date on which the relevant Property Transfer is duly completed according to the related transfer documents, but the Buyer shall not be entitled to refuse to complete the transfer of any Transferring InfraCo Business Property as a result of any

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damage to or destruction of it. For the avoidance of doubt, the Sellers will not be entitled to refuse to complete the transfer of any Transferring RemainCo Business Property as a result of any damage to or destruction of it.

3.6The Sellers agree to promptly notify the Buyer of, and forward to the Buyer, any responses received from any Consenting Party and will assist and facilitate any further responses (to the extent reasonable) to be made by or on behalf of the relevant Group Company to the Consenting Party.

3.7If a Property Transfer Consent is refused by a Consenting Party or otherwise not obtained on terms reasonably acceptable to the Sellers and the Buyer prior to Completion the Sellers shall, if required by the Separation Committee, apply to a court of competent jurisdiction that, in respect of the relevant Transferring Properties for which a Property Transfer Consent has not been obtained, the Consenting Party has unreasonably withheld or delayed such Property Transfer Consent or proposed granting consent subject to unreasonable conditions. The proceedings shall be brought and prosecuted at the sole cost of the Sellers.

3.8If any application under paragraph 3.7 above is unsuccessful and/or any Property Transfer Consent required for the Property Transfers has not been obtained by the date 12 months from the date of this Agreement then the Sellers and the Buyer shall work together with each other in good faith and acting reasonably to agree the terms necessary for an underlease on the Property Agreed Terms to take effect from Completion if it is legally permitted and any necessary third party consents have been obtained at the cost of the sellers: (a) where the relevant Transferring Property is a Transferring InfraCo Business Property to a Group Company; and/or (b) where the relevant Transferring Property is a Transferring RemainCo Business Property to a RemainCo Company. The Sellers and Buyer shall also work together with each other in good faith and acting reasonably to agree the documentation of such rights as are reasonably required for the relevant Transferring Property’s on-going use for the purposes of the RemainCo Business or the InfraCo Business (as applicable). Any dispute arising out of or connected with this paragraph which is not resolved by agreement between the parties within forty (40) Business Days of such dispute arising shall be referred for and resolved by the Separation Committee in accordance with the provisions of paragraph 2.3 above.

3.9The Buyer (including any Group Company) shall not be liable for any failure to obtain any Property Transfer Consents.

3.10The Buyer (including any Group Company) shall not be liable for any loss or damage suffered and/or costs and expenses actually incurred by the Sellers directly as a result of or in connection with the transfer to a RemainCo Company of the Transferring RemainCo Business Properties including, but not limited to, the repair of the Transferring RemainCo Business Properties, any outstanding rent payments, taxes, duties, charges, assessments, impositions or outgoings whether parliamentary, parochial, local or of any other description and whether of the nature of capital or revenue, or any breach of any applicable law or regulation in relation to any such Transferring RemainCo Business Property.

4.Shared Properties

4.1From Completion, the Sellers shall procure that the relevant RemainCo Companies grant to the relevant Group Companies such licences, rights, consents and/or permissions relating to each Shared Property (if any) held by the RemainCo Companies as the Buyer may properly and reasonably require for the continued operation of the InfraCo Business from such Shared Property (as generally carried out in the twelve (12) months prior to Completion (or if the InfraCo Business has been in occupation for less than twelve (12) months, as generally carried out in the time the InfraCo Business has been operating from such Transferring InfraCo Business Property)), subject to and in accordance with the GTT TSA, at no cost to the Buyer or the Group Companies (save that the relevant Group Companies shall be liable for a fair and reasonable proportion of the rents, rates, utilities and other costs associated with the

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operation of each such Shared Property properly attributable to the Buyer and/or the Group Companies in relation to the use of such Shared Property) as further described in the GTT TSA. Such licences, rights, consents and/or permissions shall subsist until such time as the Sellers and Buyer has fully implemented the plans for the long term separation of the Shared Properties in accordance with paragraph 4.3 below.

4.2From Completion, the Buyer shall procure that the relevant Group Companies grant to the relevant RemainCo Companies such licences, rights, consents and/or permissions relating to each Shared Property (if any) held by the Group Companies as the Sellers may properly and reasonably require for the continued operation of the RemainCo Business from such Shared Property (as it is carried on at the date of Completion), subject to and in accordance with the InfraCo TSA and on such terms as the Buyer and the Sellers shall agree (both acting reasonably), at no cost to the Sellers or the RemainCo Companies (save that the relevant RemainCo Companies shall be liable for a fair and reasonable proportion of all rents, rates, utilities and other costs associated with their use and occupation and the operation of each Shared Property) properly attributable to the Sellers and/or the RemainCo Companies in relation to the use of such Shared Properties as further described in the InfraCo TSA. The Sellers shall reimburse the Buyer for the amount of all costs and expenses (including legal fees) incurred by them in granting such licences, rights, consents and/or permissions to the relevant RemainCo Companies.

4.3The Sellers and the Buyer shall work together with each other in good faith and acting reasonably to establish and implement plans for the long term separation of the Shared Properties, including using reasonable endeavours to agree: (i) the form of all documents on Property Agreed Terms necessary for any underlease of the Separated Property (if this is the approach agreed between the Sellers and the Buyer) and the documentation of such rights as are reasonably required for the ongoing use for the purposes of the InfraCo Business and the RemainCo Business; and (ii) arrangements for physical operation of the Shared Properties prior to the completion of the Separation Works.

4.4For the avoidance of doubt if the relevant RemainCo Company suffers an Insolvency Event, the Sellers will use all reasonable endeavours to ensure that the Insolvency Event of the relevant RemainCo Company will not affect the relevant Group Companies right to occupy and use such Shared Properties under paragraph 4.1 above.

5.Separation Works

5.1The Sellers confirm that the Prague Shared Property is leased by a Group Company and the Sofia Shared Property is leased by a RemainCo Company.

5.2The Sellers shall, at their own cost, take all steps that are within their sole control and shall use reasonable endeavours to take such steps that are outside their sole control, to procure that the relevant RemainCo Company shall carry out, at the Sellers' cost, the Separation Works for the physical separation of the Shared Properties, between those parts of the property to be occupied by any RemainCo Company and those parts of the property to be occupied by any Group Company, which the Sellers and the Buyer has agreed in good faith and acting reasonably are required in order for the InfraCo Business and/or RemainCo Business to operate. The Sellers shall bear the costs incurred in connection with the Separation Works and Separation, including, without limitation:

(a)costs of obtaining any Separation Works Consents (as defined in paragraph 5.5 below);

(b)costs of complying with obligations under paragraph 5.7(a) below;

(c)the costs of any project manager, contractors and consultants required in connection with the Separation Works; and

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(d)any insurance in respect of the Separation Works.

5.3The Sellers shall use reasonable endeavours to ensure they properly file and complete all paperwork required in connection with the Separation Works as required by local regulations.

5.4Subject to obtaining the Separation Works Consents, the Sellers shall use all reasonable endeavours to procure that the relevant RemainCo shall carry out and complete the required Separation Works for any such Shared Property by Completion.

5.5In the event that a Separation Works Consent cannot be obtained for a Shared Property, the Sellers and Buyer shall work together with each other in good faith and acting reasonably to establish and implement plans for the long term use of the relevant Shared Property by both the RemainCo Business and the InfraCo Business.

5.6In advance of undertaking any Separation Works, the Sellers shall procure at their own cost that the relevant RemainCo shall first obtain all consents, licences, approvals, permits, authorisations or waivers required from any landlord, head landlord, superior landlord and/or other third party, including, but not limited to any consents, licences, approvals, permits, authorisations or waivers required by any legislation or regulation or by any statutory, governmental, state, provincial, regional or municipal bodies or authorities required for the undertaking of the Separation Works (the “Separation Works Consents”).

5.7The Sellers shall procure and agree:

(a)to relocate or move any staff and personnel at the relevant Shared Property as is necessary in order to undertake and complete the Separation Works;

(b)to comply with the terms of any relevant lease of the Shared Property and any Separation Works Consent in carrying out the Separation Works;

(c)to comply with all applicable laws and regulations relating to the Separation Works;

(d)to carry out the Separation Works in a good and workmanlike manner with suitable materials of good quality; and

(e)to allow the Buyer or their representatives to inspect and test the Separation Works whilst they are progressing and after their completion within reasonable time and upon prior appointment.

5.8Any dispute arising in relation to the Separation Works which is not resolved by agreement between the parties within twenty (20) Business Days of such dispute arising shall be referred for and resolved by the Separation Committee.

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SCHEDULE 18

Wrong Pockets

1.Wrong Pockets

1.1If, at any time after Completion, any party or any of their Affiliates discovers or is informed that any:

(a)right, title or interest in any InfraCo Transferring Asset has not transferred to (or has not been assumed or retained by) the Group Companies;

(b)right, title or interest in any InfraCo Asset is not held by a Group Company;

(c)right, title or interest in any RemainCo Transferring Asset has transferred to (or has been assumed or retained by) a Group Company; or

(d)right, title or interest in any RemainCo Asset is held by a Group Company,

(a “Wrong Pocket Asset” and the person holding a Wrong Pocket Asset the “Wrong Pocket”), except as a result of a transaction occurring after Completion consented to in writing by the Right Pocket (as defined below) or as addressed or contemplated by this Agreement:

(e)the Sellers or the Buyer, as applicable, shall procure that, as promptly as reasonably practicable, the Wrong Pocket takes or causes to be taken all actions, or executes or causes to be executed all documents, required to transfer (for no additional consideration) full legal and beneficial ownership, possession and control of such Wrong Pocket Asset (together with any benefit or sum pain or accruing in respect of the Wrong Pocket as a result of holding the Wrong Pocket Asset since Completion) to the Right Pocket subject to paragraph 1.3 (“Wrong Pocket Asset Transfer”) and subject to the provisions of Schedule 16 as applicable in relation to the transfer of individuals; and

(f)pending the completion of any Wrong Pocket Asset Transfer, the Sellers or the Buyer, as applicable, shall procure the Wrong Pocket to (i) diligently pursue, account for and pay or deliver to the Right Pocket any benefit or sum that the Wrong Pocket receives in respect of the Wrong Pocket Asset and (ii) hold its right, title and interest in and to the relevant Wrong Pocket Asset (together with any benefit or sum paid or accruing in respect of the Wrong Pocket as a result of holding the Wrong Pocket Asset since Completion) on trust absolutely for the Right Pocket from Completion until such time as the Wrong Pocket Asset Transfer is completed.

1.2The Sellers and the Buyer acknowledge that the transfer of an InfraCo Transferring Asset or RemainCo Transferring Asset pursuant to paragraph 1.1(e) shall be in satisfaction of the Sellers’ obligation to procure the transfer of such InfraCo Transferring Asset or RemainCo Transferring Asset pursuant to the Sellers’ obligation to procure the Reorganisation.

1.3To the extent any third party consent is required to make any Wrong Pocket Asset Transfer, the party responsible for effecting the Wrong Pocket Asset Transfer shall use reasonable endeavours to obtain such consent as soon as reasonably practicable.

1.4All costs and expenses arising out of a Wrong Pocket Asset Transfer shall be borne by the Sellers.

1.5The Sellers and the Buyer shall cause the Right Pocket to cooperate with the Wrong Pocket in connection with each Wrong Pocket Asset Transfer.

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1.6For the purposes of this Schedule, the “Right Pocket” is:

(a)in the case of any InfraCo Transferring Asset, the relevant Group Company as set out in the Separation Steps Plans or other applicable Transaction Document (or as otherwise designated in writing by the Buyer); and

(b)in the case of any RemainCo Transferring Asset, the relevant member of the Sellers’ Group as set out in the Separation Steps Plans or other applicable Transaction Document (or as otherwise designated in writing by the Principal Seller).

1.7This Schedule 18 applies subject to the provisions of clause 7.13 and, to the extent operative after Completion, the Separation Schedules.

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SCHEDULE 19

Identified RemainCo Security

Seller Group Company

Seller Group Company Location

Beneficiary

Bank

Issue Date

Currency

Amount in local currency

Amount USD

Interoute Communications Limited

SWISSCOM FIXNET AG

Barclays

21 March 2006

CHF

180,000

192,600

Interoute Communications Limited

Rai-Radiotelevisione Italiana SPA

Barclays

5 February 2018

EUR

19,422

21,558

GTT GmbH

Germany

TEC Park Hausgesellschaft

Commerzbank

25 July 2003

EUR

31,362

34,812

GTT GmbH

Germany

Colt Telecom GmbH

Commerzbank

20 September 2020

EUR

30,000

33,300

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SCHEDULE 20

Tax Covenant

1.DEFINITIONS AND INTERPRETATION

1.1In this schedule, the following words and expressions shall have the following meanings unless otherwise stated:

“Accounts Relief” means a Relief which:

(a)is shown as an asset in the Completion Statements; or

(b)has been taken into account in computing (and reducing) any provision for deferred Taxation which appears or which but for the presumed availability of the Relief would have appeared in the Completion Statements; or

(c)has resulted in no provision for deferred Taxation being made in the Completion Statements;

"Buyer’s Relief" means:

(d)any Accounts Relief;

(e)any Relief of the Buyer or any member of the Buyer’s Group, other than a Group Company; and

(f)any Post-Completion Relief;

“Buyer’s Tax Group” means the Buyer and any other company or companies that are, from time to time, treated as members of the same group as, or otherwise connected or associated in any way with, the Buyer for any Tax purpose;

"Event" means an event, transaction (including the execution of, and completion of, this agreement), action or omission and includes (without limitation) the death of any person and a company becoming, being or ceasing to be a member of a group of companies (however defined) for the purposes of any Tax;

"Income, Profits or Gains" means revenue profits, chargeable gains and any other similar measure by reference to which Tax is chargeable or assessed;

“Overprovision” means the amount by which any provision for tax (other than deferred tax) in the Completion Statements is overstated, except where that overstatement arises due to:

(g)a Relevant Change of Law; or

(h)a Relevant Accounting Change; or

(i)the use or set-off of any Buyer’s Relief",

that, in each case, occurs after Completion.

"Post-Completion Relief" means a Relief which arises as a consequence of an Event occurring after Completion or in respect of a period beginning after Completion or in respect of the period current at Completion where any Relief will be apportioned partly before and partly after Completion on a time basis unless some other basis is more reasonable or required by statute;

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“Relevant Accounting Change” means any change of the date to which any of the Group Companies makes up its accounts, or in the bases, methods or policies of accounting of any of the Group Companies; and

“Relevant Change of Law” means a change in legislation, or a change in the interpretation of legislation on the basis of case law (whether relating to Tax, the rate of Tax or otherwise) or any amendment to or the withdrawal of any practice previously published by a Taxation Authority.

1.2References to "Tax Liability" include not only a liability of a Group Company to make payments of an "Actual Tax Liability" but also:

(a)the loss of an Accounts Relief; and

(b)the utilisation or setting off against an Actual Tax Liability or against Income, Profits or Gains earned, accrued, incurred or received on or before Completion of any Buyer’s Relief, in circumstances where, but for such utilisation or setting off, the Target Companies would have had an Actual Tax Liability in respect of which a Buyer would, disregarding paragraphs 3.2 and 3.3 of Part 1 of Schedule 6, have been able to make a claim against the Sellers under this schedule;

and so that the amount of the Tax Liability will be

(i)in the case of an Actual Tax Liability the amount of, or in respect of, Tax payable by the Target Companies;

(ii)in the case of paragraph 1.2(a), where the Accounts Relief lost was a right of repayment of Tax, the amount of the repayment which would otherwise have been obtained and in all other cases, the amount of Tax which could have been saved but for the loss of the Accounts Relief; or

(iii)in the case of paragraph 1.2(b) the amount of Tax which has been saved in consequence of the utilisation or set off of the Buyer’s Relief.

1.3In this schedule:

(a)references to "Income, Profits or Gains" earned, accrued or received on or before a particular date or in respect of a particular period include Income, Profits or Gains which are deemed for the purposes of any Tax to have been earned, accrued or received at or before that date or in respect of that period;

(b)reference to the "loss of a Relief" (including, for the avoidance of doubt, loss of an Accounts Relief) will include the absence, unavailability of, failure to obtain, non-existence or cancellation of any such relief, or to such relief being available only in a reduced amount;

(c)references to "in the ordinary course of business of a Group Company" or to any similar expression, do not include Events falling within any of the following provisions:

(i)any Event which results in a Tax Liability of a Group Company chargeable or attributable to or primarily against a person other than the relevant Group Company;

(ii)any Event to which sections 673-894 of the CTA 2010 (tax avoidance) applies, or any equivalent legislation in any other relevant jurisdiction;

(iii)any Event which relates to a transaction or an arrangement which includes, or series of transactions or arrangements which includes any step or steps

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having no commercial business purpose apart from the reduction, avoidance or deferral of a Tax Liability;

(iv)the making of any distribution or deemed distribution for Tax purposes;

(v)the disposal, acquisition or deemed disposal or acquisition of any asset other than trading stock;

(vi)any failure by a Group Company to deduct and/or account for Tax;

(vii)a Group Company ceasing or being deemed to cease for Tax purposes to be a member of any group or associated with any other company;

(viii)the acquisition, disposal or supply of assets, goods, services or business facilities of any kind (including a loan of money or a letting, hiring or licensing of tangible or intangible property) for a consideration which is treated for Tax purposes as different from the actual consideration but only to the extent that any Tax liability is attributable to the difference between the consideration actually received and the consideration deemed to have been received for the purpose of any Tax;

(ix)any other Event to the extent that it gives rise to any Taxation on deemed (as opposed to actual) income, profits or gains;

(x)any change of residence of a Group Company for Tax purposes; and/or

(xi)any Event giving rise to any interest, penalty or fine in respect of Taxation;

(d)in determining, for the purpose of this schedule, whether a charge on or power to sell, mortgage or charge any of the shares in or assets of a Group Company exists at any time, the fact that any amount of Tax is not yet payable or may be paid by instalments will be disregarded and such amount of Tax will be treated as becoming due and the charge or power to sell, mortgage or charge as arising on, the date of the transfer of value or other Event upon or in respect of which it becomes payable or arises;

(e)any liability of a Group Company to any interest, fine, penalty or surcharge will be deemed to arise as a result of an Event occurring on or before Completion to the extent that it relates to any Tax Liability falling within paragraph 2 below or to any failure to comply with any reporting or other obligation relating to any such Tax Liability save to the extent that it is attributable to the failure of a Group Company to discharge any Tax Liability within ten (10) Business Days of the Sellers paying an amount to the Buyer in respect of such Tax Liability pursuant to paragraph 2 below;

(f)any stamp duty which is chargeable on any instrument or, in the case of an instrument which is outside the United Kingdom, any stamp duty which would be chargeable on the instrument if it were brought into the United Kingdom, in either case which confers any right or title on a Group Company or in the enforcement or production of which a Group Company is interested and any interest, fines or penalties relating to such stamp duty will be deemed to be an Actual Tax Liability of the relevant Group Company which arose at the date of execution of the instrument when the instrument is stamped or when the instrument is first brought into the United Kingdom for the purposes of enforcing the instrument;

(g)any payments made pursuant to this schedule will, so far as possible, be treated as an adjustment to the consideration paid by the Buyer for the Shares; and

(h)references to paragraphs are references to paragraphs of this schedule.

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2.COVENANT

2.1The Sellers covenant jointly and severally to pay to the Buyer an amount equal to:

(a)any Tax Liability of a Group Company arising:

(i)in consequence of an Event which occurred or was deemed to have occurred for Tax purposes on or before Completion; or

(ii)in respect of, or with reference to, any Income, Profits or Gains which were earned, accrued or received on or before Completion or in respect of a period ending on Completion;

(b)any Tax Liability which is primarily the liability of another person (the "Primary Person") for which a Group Company is liable in consequence of:

(i)the Primary Person failing to discharge such Tax Liability; and

(ii)a Group Company at any time before Completion:

(A)being a member of the same group of companies as the Primary Person; or

(B)having control of, being controlled by, or being otherwise connected with, the Primary Person or being controlled by the same person as the Primary Person, for any Tax purpose; and

(c)any Actual Tax Liability in respect of inheritance tax which:

(i)is at Completion a charge on, or gives rise to a power to sell, mortgage or charge, any of the shares or assets of a Group Company;

(ii)after Completion becomes a charge on or gives rise to a power to sell, mortgage or charge any of the Shares or assets of a Group Company being an Actual Tax Liability arising as a result of the death of any person within seven years after a transfer of value (or deemed transfer of value) if a charge on or power to sell, mortgage or charge any such shares or assets could, if the death had occurred immediately before Completion and the inheritance tax payable as a result of such death had not been paid, have existed at Completion; or

(iii)arises as a result of a transfer of value occurring on or before Completion (whether or not in conjunction with the death of any person whenever occurring) which increased or decreased the value of the estate of a Group Company;

(d)any Tax Liability of any Group Company or any member of the Buyer’s Tax Group which arises as a result of any employment remuneration received or treated as received by, or the acquisition of securities (or an interest in securities) by, an employee or former employee of a Group Company, or by any person in connection with the employment of any such employee or former employee by a Group Company, in each case pursuant to, or in connection with, a right granted, or promise given, on or before Completion; and

(e)any reasonable costs and expenses suffered or reasonably incurred by the Buyer and/or a Group Company in taking any successful action under the Tax Covenant, other than any costs and expenses in respect of a Reorganisation Tax Claim, or a Specific Tax Claim.

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2.2The Sellers covenant jointly and severally to pay to the Buyer an amount equal to:

(a)any Tax Liability of a Group Company arising as a result of or in connection with the Reorganisation; and

(b)any reasonable costs and expenses suffered or reasonably incurred by the Buyer and/or a Group Company in taking any successful action to bring a claim under this sub-paragraph 2.2.

2.3Having regard to the provision of clause 4.19 and 4.20 of this Agreement, the Sellers covenant jointly and severally to pay to the Buyer an amount equal to:

(a)any Tax Liability of a Group Company arising as a result of or in connection with the Phoenix/Alma Matter;

(b)any Tax Liability of a Group Company arising as a result of or in connection with the transfer pricing review being conducted by the German tax authorities at the date of this Agreement referred to on pages 11, 15, 36 and 105 of the Tax VDD Report;

(c)any Tax Liability of a Group Company arising as a result of or in connection with historical share options related to Interoute referred to on pages 12 and 39 of the Tax VDD Report; and

(d)any reasonable costs and expenses suffered or reasonably incurred by the Buyer and/or a Group Company in taking any successful action under this sub-paragraph 2.3.

2.4Each of the covenants contained in paragraphs 2.1, 2.2 and 2.3 above will be construed as giving rise to separate and independent obligations and will not be restricted by the other save that (for the avoidance of doubt) any payment by the Sellers in respect of a liability under one covenant will discharge any liability under the other to the extent of such payment and for the avoidance of doubt, the Buyer cannot recover twice in respect of the same matter giving rise to a Liability to Tax under the provisions of this Tax Covenant, and provided that costs and expenses recovered by the Buyer pursuant to either sub-paragraph 2.1(e), 2.2(b) or 2.3(d) shall not be recoverable under any other provision of this Agreement.

3.EXCLUSIONS

3.1The covenants at paragraphs 2.1, 2.2 and 2.3 do not apply in respect of a Tax Liability of a Group Company or any member of the Buyer’s Tax Group under paragraph 2.1(d) to the extent that:

(a)specific provision or reserve in respect of the Tax Liability was made in the Completion Statements or such Tax Liability was otherwise taken into account as a liability (including in reducing the value of an asset) in the preparation of the Completion Statements (excluding any provision or reserve made in respect of deferred Tax);

(b)the Tax Liability arises or is increased as a result of:

(i)any change in Tax legislation made after Completion; or

(c)the Tax Liability would not have arisen but for a voluntary act, transaction or omission of the Buyer or a Group Company outside the ordinary course of business after

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Completion and which the Buyer was aware or ought reasonably to have been aware would give rise to such Tax Liability, save where that act, transaction or omission was:

(i)required by any legislation, regulation or other statutory requirement, whether coming into force before, on or after Completion;

(ii)pursuant to a legally binding obligation entered into by the relevant Group Company on or before Completion;

(iii)the presentation for stamping of any contract which was entered into prior to Completion; or

(iv)required in order to not be in breach of the Sellers’ Tax Insurance Policies, the German Tax Replacement Insurance Policy or the Alma Matter Insurance Policy; or

(v)required to effect the Reorganisation other than any act, transaction or omission which has been requested by the Buyer pursuant to paragraph 2.10 of schedule 13;

(d)it is in respect of stamp duty or stamp duty reserve tax payable on the transfer or agreement to transfer the Shares under this Agreement;

(e)recovery has been made by the Buyer under the Warranties in respect of that Tax Liability;

(f)the Tax Liability is interest and/or penalties arising solely by reason of a failure or delay on the part of the Buyer or any Group Company in paying to the relevant Taxation Authority any payment made under this Schedule or Agreement by the Sellers;

(g)the Tax Liability results from or is increased by a change on or after Completion in the accounting reference date of a Group Company;

(h)the Tax Liability would not have arisen but for a Group Company specifically becoming part of the Buyer’s Tax Group and, for the avoidance of doubt, this exclusion shall not apply to any Tax Liabilities which would have arisen as a result of any Group Company being sold regardless of the identity of the Buyer (or its group);

(i)a Relief other than a Buyer’s Relief is available (at no cost to the Buyer’s Tax Group or the Group Companies) and can actually be utilised to reduce or eliminate the Tax Liability;

(j)the Income, Profits or Gains in respect of which the Tax Liability has arisen were actually earned, accrued or received by a Group Company prior to Completion but were not reflected in the Completion Statement and should have been so reflected, and a Group Company retains the benefit of those profits in money or money's worth at Completion;

(k)the Tax Liability has been paid or otherwise settled in full on or before Completion;

(l)the Tax Liability would not have arisen or would have been reduced or eliminated but for the making of a claim, election, surrender or disclaimer, the giving of a notice or consent, or the doing of any other thing under the provisions of any enactment or regulation relating to Tax, in each case after Completion by a Group Company, the Buyer or any member of the Buyer’s Tax Group other than any claim, election, surrender, disclaimer, notice or consent or other thing:

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(i)which is stated in the notes to the Completion Statements as having been assumed to have been made, given or done in the preparation of the Completion Statements; or

(ii)which is made, given or done at the prior written request of any Seller pursuant to their rights under this Agreement; or

(iii)which the relevant Group Company was legally committed to make, to give or to do under a commitment that existed on or before Completion; or

(iv)which is made, given or done as part of the Reorganisation, other than any claim, election, surrender, disclaimed, notice or consent or any other thing made, given or done at the request of the Buyer and for which the Buyer are responsible under paragraph 2.9 of Schedule 13;

(m)the Tax Liability would not have arisen or would have been reduced or eliminated but for the failure or omission on the part of a Group Company or the Buyer on or after Completion to make any claim, election, surrender or disclaimer, or to give any notice or consent or to do of any other thing, the making, giving or doing of which was taken into account in the preparation of the Completion Statements where the need for the making, giving or doing of that claim, election, surrender, disclaimer, notice, consent or other thing was notified to the Buyer in writing at least twenty (20) Business Days prior to the last date upon which that claim, election, surrender, disclaimer, valid notice, consent or other thing could validly be made, given or done;

(n)the Tax Liability would not have arisen or would have been reduced or eliminated but for a cessation of trade or a change in the nature or conduct of a trade carried on by any Group Company in either case occurring after Completion; or

(o)the Tax Liability has been made good by insurers or otherwise compensated for without cost to the Buyer’s Tax Group or a Group Company.

4.LIMITATIONS

The limitations in Part 1 of Schedule 6 of this agreement shall apply to claims under this Schedule to the extent expressly stated therein.

5.OVERPROVISIONS

5.1If, on or before the seventh anniversary of Completion the auditors for the time being of a Group Company determine (at the request and expense of the Principal Seller) that there is an Overprovision, then:

(a)the amount of any Overprovision shall first be set off against any payment then due from the Sellers under this Tax Covenant;

(b)if there is an excess, a refund shall be made to the Sellers of any previous payment or payments made by the Sellers under this Tax Covenant (and not previously refunded under this Tax Covenant) up to the amount of that excess; and

(c)if the excess referred to in paragraph 5.1(b) is not exhausted, the remainder of that excess will be carried forward and set off against any future payment or payments that become due from the Sellers under this Tax Covenant.

5.2After the relevant Group Company's auditors have made a determination under paragraph 5.1, the Principal Seller or the Buyer may, at any time before the seventh anniversary of Completion, request the auditors for the time being of the Group Company review and, if necessary and as appropriate, amend the original determination (at the expense of the party

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requesting the review, or where a payment becomes due under this paragraph 5.2, at the expense of the party required to make that payment) and an adjusting payment equal to the amount of any disparity between the original and revised determinations shall be made by or to the Sellers as soon as reasonably practicable.

6.DUE DATE FOR PAYMENT

6.1The Sellers are to pay (in cleared funds) any required sum under paragraph 2:

(a)in respect of an Actual Tax Liability on the later of:

(i)the date five (5) Business Days before the date on which the amount in question is payable to the relevant Taxation Authority without any interest, penalty, fine or surcharge arising in respect of it; and

(ii)the date five (5) Business Days following the date on which notice giving written details of the amount due is received by the Principal Seller from the Buyer;

(b)in respect of any Tax Liability which is not an Actual Tax Liability on the date five (5) Business Days after the date on which the Principal Seller receives written details of the amount of the liability from the Buyer, or if later:

(i)five (5) Business Days before the date on which the relevant Group Company is due to pay any Tax which it would not have had to pay but for the loss of an Accounts Relief (in the case of a Tax Liability referred to at paragraph 1.2(a)); or

(ii)the date on which the relevant Group Company would have had to pay the Tax but for the utilisation or setting off of a Buyer’s Relief (in the case of a Tax Liability referred to at paragraph 1.2(b)); and

(c)in respect of any required sum under paragraph 2 which is not a Tax Liability, on the date five (5) Business Days following the date on which notice giving written details of the amount due is received by the Principal Seller from the Buyer.

7.CONDUCT OF TAX CLAIMS

7.1Subject to paragraph 7.2, if the Buyer, or a Group Company becomes aware of a matter which could give rise to a liability of the Sellers under this Schedule or in respect of a claim for breach of any Tax Warranty (a “Tax Claim”), the Buyer shall give or procure that notice in writing is given to the Principal Seller as soon as reasonably practicable, provided that the giving of such notice shall not be a condition precedent to the Sellers’ liability under this Schedule.

7.2If the Sellers become aware of a Tax Claim, the Principal Seller shall notify the Buyer in writing as soon as reasonably practicable, and, on receipt of the notice, the Buyer shall be deemed to have given the Principal Seller notice of the Tax Claim in accordance with the provisions of paragraph 7.1.

7.3Subject to paragraph 7.4, if the Principal Seller indemnifies the Buyer or the relevant Group Company to the Buyer’s reasonable satisfaction against all liabilities, costs, damages or expenses that may be incurred (including any additional Liability for Tax), the Buyer shall take and shall procure that the relevant Group Company shall take any action that the Principal Seller may reasonably request by notice in writing given to the Buyer to avoid, dispute, defend, resist, appeal, request a Taxation Authority review or compromise any Tax Claim.

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7.4The Buyer and the relevant Group Company shall not be obliged to appeal or procure an appeal against any assessment to Tax if the Buyer, having given the Principal Seller written notice of that assessment, does not receive written instructions to do so from the Principal Seller within ten (10) Business Days of the date of the notice to do so.

7.5Without prejudice to the liability of the Principal Seller under the Tax Covenant, the Buyer shall not be obliged to take, or procure the taking of, any action under paragraph 7.3 in respect of any Tax Claim:

(d)if the Principal Seller does not request the Buyer to take any action under paragraph 7.3 or the Principal Seller fails to indemnify the Buyer or the relevant Group Company to the Buyer’s reasonable satisfaction in a reasonable period of time (starting with the date of the notice given to the Sellers), considering the nature of the Tax Claim and the existence of any time limit for avoiding, disputing, defending, resisting, appealing, seeking a review or compromising that Tax Claim, and that period will not in any event exceed a period of ten (10) Business Days; or

(e)where the Principal Seller (or the Company or any Group Company before Completion) have engaged in fraudulent conduct or deliberate default relating to the Liability for Tax that is the subject matter of the Tax Claim; or

(f)to the extent that the requested action involves an appeal against a determination by the Tax Chamber of the First-tier Tribunal or higher tribunal (or their equivalents in other jurisdictions) unless the Principal Seller has obtained the opinion of Tax counsel of at least 10 years' standing that the appeal has a reasonable prospect of success.

7.6If paragraph 7.3 does not apply by virtue of any provision in paragraph 7.5, the Buyer, or the relevant Group Company shall have the absolute conduct of the conduct of the Tax Claim (without prejudice to its rights under this Tax Covenant) and shall be free to pay or settle the Tax Claim on any terms that the Buyer, or the relevant Group Company in its absolute discretion considers fit.

7.7The Buyer shall provide and shall procure that the relevant Group Company provides to the Principal Seller and the Principal Seller’s professional advisors reasonable access to premises and personnel and to any relevant assets, documents and records in their power, possession or control to investigate the matter and enable the Sellers to take any action referred to in this Schedule 20.

7.8Neither the Buyer nor any Group Company shall be liable to any of the Sellers for non-compliance with any of the provisions of this paragraph 7 if the Buyer or the relevant Group Company has acted in good faith in accordance with the instructions of the Principal Seller.

7.9Where a matter gives rise to both a Tax Claim and a claim under the Sellers’ Tax Insurance Policies, the German Tax Replacement Insurance Policy or the Alma Matter Insurance Policy, nothing in this paragraph 7 shall require the Buyer or any Group Company to do anything which would cause the Buyer or any Group Company to be in breach of the terms of the Sellers’ Tax Insurance Policies, the German Tax Replacement Insurance Policy or the Alma Matter Insurance Policy or which is contrary to any instruction validly given to the Buyer or Group Company by the insurer(s) pursuant to any such policy.

7.10The Sellers acknowledge that the Buyer and/or a Group Company may be bound by certain obligations under the Sellers’ Tax Insurance Policies, the German Tax Replacement Insurance Policy and the Alma Matter Insurance Policy in respect of conduct of the relevant matter and agrees that if conflicting actions are required by the Sellers and the insurer(s) then the Buyer or relevant Group Company is entitled to take the action required by the insurer(s). Any such action undertaken by the Buyer shall not, of itself, cause the Buyer to be in breach of this Agreement.

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SCHEDULE 21

Filings and rectification actions

Jurisdiction

Group Company

Action

Delayed Filings

Singapore

Hibernia SG

Make the outstanding annual return filings in respect of FY2017, FY2018, FY 2019 and FY2020

Yes

Spain

Interoute Iberia, S.A.U

Provide an up to date multiple title over shares (título múltiple) of Interoute Iberia, S.A.U.

Spain

Interoute Iberia, S.A.U

Deposit the outstanding 2018 accounts and 2019 accounts with the Commercial Registry

Yes

Interoute Communcations Holdings Limited,

Provide update statutory books to include a PSC Register, register of transfer and allotments, register of directors

Interoute Media Services Limited,

Provide update statutory books to include a PSC Register, register of transfer and allotments, register of directors

Interoute Networks Limited

Provide update statutory books to include a PSC Register, register of transfer and allotments, register of directors

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Interoute Communications Limited

Provide update statutory books to include a PSC Register, register of transfer and allotments, register of directors

Netherlands

GTT International Germany BV

File the annual accounts for 2019

Yes

Netherlands

GTT Netherlands BV

File the annual accounts for 2019

Yes

10.

Netherlands

GTT International Germany BV

Provide up to date shareholder register

11.

Netherlands

GTT Netherlands BV

Provide up to date shareholder register

12.

Austria

GTT Austria GmbH

File the 2019 financial statements with the Austrian Companies Register

13.

Austria

GTT Austria GmbH

File details of ultimate beneficial ownership

Yes

14.

Ukraine

Interoute Ukraine LLC

Provide an up-to-date charter which reflects the current capital amounts

15.

Ukraine

Interoute Ukraine LLC

Bring charter into compliance with Ukrainian law on limited liability and additional liability companies

16.

Serbia

GTT Communications d.o.o. Boegrad

Update memorandum of association to reflect that there are four registered directors in respect of the entity

17.

France

GTT France SAS

Declare ultimate beneficial owner declaration forms to the clerk’s office of the competent commercial court

18.

France

GTT France SAS

File 2019 audited statutory financials

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19.

France

Via Networks SAS

Declare ultimate beneficial owner declaration forms to the clerk’s office of the competent commercial court

20.

France

Via Networks SAS

File 2019 audited statutory financials

21.

Czech Republic

Interoute Cloud Czech S.R.O

Update the beneficial ownership register so that it is compliant with new statutory requirements

Yes

22.

Slovakia

Interoute Slovakia s.r.o

Update and register seat with the applicable commercial registry

23.

Slovakia

Interoute Slovakia s.r.o

Provide confirmation that the financial statements in 2017, 2018 and 2019 have been approved

24.

Slovakia

Interoute Slovakia s.r.o

Provide directors’ criminal clearance certificate

Yes

25.

Romania

GTT Romania S.R.L.

File 2019 audited statutory financials

26.

Belgium

GTT Belgium NV

File 2019 audited statutory financials

27.

Belgium

GTT Managed Services Belgium B.V

File 2019 audited statutory financials

Yes

28.

Poland

Interoute Poland Sp z.o.o

File 2019 audited statutory financials

29.

Switzerland

GTT Switzerland S.À R.L.

File 2018 and 2019 Audited statutory financials

Yes

30.

Turkey

Interoute İletіsim Hizmetleri Limited Şirketi

File 2019 audited statutory financials

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31.

Germany

Interoute Germany GmbH

File 2017, 2018 and 2019 audited statutory financials

Yes

32.

Germany

GTT Networks GmBH

File 2019 audited statutory financials

Yes

33.

Germany

GTT Communications Services GmbH

File 2019 audited statutory financials

Yes

34.

Hungary

GTT Hungary Telecommunications Limited Liability

File 2019 audited statutory financials

35.

Ireland

Hibernia Atlantic Cable System Limited

File 2019 audited statutory financials

Yes

36.

Ireland

Hibernia Express (Ireland) Limited

File 2019 audited statutory financials

Yes

37.

United Kingdom

Interoute Communications Holdings Limited

File 2019 audited statutory financials

38.

United Kingdom

Interoute Media Services Limited

File 2019 audited statutory financials

39.

United Kingdom

Interoute Networks Limited

File 2019 audited statutory financials

40.

United Kingdom

Interoute Communications Limited

File 2019 audited statutory financials

41.

United Kingdom

Hibernia Atlantic (UK) Limited

File 2019 audited statutory financials

Yes

42.

United Kingdom

Hibernia Express (UK) Limited

File 2019 audited statutory financials

Yes

43.

United Kingdom

Hibernia Media (UK) Limited

File 2019 audited statutory financials

Yes

44.

Austria

GTT Austria GmbH

File 2019 audited statutory financials

45.

Germany

GTT Communications Services GmbH

File 2019 audited statutory financials

Yes

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SCHEDULE 22

Escrow

1.APPLICATION OF THE ESCROW AMOUNT

1.1The Escrow Amount shall be applied, in accordance with this paragraph 1.

Amounts due out of the Escrow Amount in connection with this Agreement and the InfraCo MSA

1.2Any amount due to the Buyer in respect of an adjustment to the Consideration in respect of a claim by the Buyer under this Agreement (including for breaches of this Agreement by the Sellers and any indemnity in favour of the Buyer) or otherwise payable to the Buyer under this Agreement or (subject to paragraph 1.6 below) to a Buyer or a member of the Buyer’s Group under the InfraCo MSA shall, following its becoming due and as soon as reasonably practicable after the Buyer gives Notice to the Sellers requesting such payment, be satisfied by reducing the Escrow Amount by such amount.

1.3The parties agree and acknowledge that the Escrow Amount shall be a non-exclusive source of recourse for the Buyer in respect of any amounts that the Buyer is entitled to request a deduction from the Escrow Amount and, accordingly, the Buyer’s rights to deduction from the Escrow Amount are in addition and without prejudice to all other remedies available to the Buyer under the Transaction Documents.

First Escrow Release Date

1.4On the later of: (i) the fifth (5th) Business Day after the date on which any adjustment to the Consideration required to be paid under clause 3.12 has been paid and (ii) in the event that Chapter 11 Cases have been commenced prior to the date described in clause (i) above, the first (1st) Business Day following the date on which the Bankruptcy Court enters an order confirming a plan of reorganization in the Chapter 11 Cases (the “First Escrow Release Date”):

(a)if the sum of (a) the Escrow Amount as at the First Escrow Release Date less (b) the amount of all Outstanding Claims (as defined below) as at the First Escrow Release Date exceeds $37,500,000 (the difference being the “First Escrow Release Date Amount”), then:

(i)the Escrow Amount shall be reduced to $37,500,000; and

(ii)the First Escrow Release Date Amount shall be released to the Sellers; and

(b)if the sum of (a) the Escrow Amount as at the First Escrow Release Date less (b) the amount of all Outstanding Claims (as defined below) as at the First Escrow Release Date is equal to or less than $37,500,000, then the Escrow Amount shall not be reduced pursuant to paragraph 1.4(a)(i) above and no amounts shall be released to the Sellers under paragraph 1.4(a)(ii) above.

1.5For the purposes of paragraph 1.4 above, an “Outstanding Claim” means a claim by a Buyer under this Agreement or by a member of the Buyer’s Group under the InfraCo MSA for which, once determined, a Seller may be liable under this Agreement or the InfraCo MSA and which is outstanding.

Amounts due out of the Escrow Amount in connection with the InfraCo MSA

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1.6Amounts due to the Buyer or members of the Buyer’s Group in connection with the InfraCo MSA shall be paid to the Buyer or, as the Buyer may direct, to the applicable member of the Buyer’s Group out of the Escrow Amount in accordance with this paragraph 1.6 and capitalised terms used in this paragraph but not defined in this Agreement have the meanings given to them in the InfraCo MSA:

(a)At the expiry of the first (1st) to fifth (5th) Contract Years (inclusive) (each an “MSA Escrow Allocation Date”), the following amounts shall be calculated, in each case by reference to the amounts remaining available from the Escrow Amount not subject to an Outstanding Claim (the “Available Escrow Amount”) as at the date of the applicable MSA Escrow Allocation Date (each amount so calculated being an “MSA Escrow Allocation” for the year preceding the applicable anniversary):

(i)on the first (1st) anniversary of the Completion Date, an amount equal to the Available Escrow Amount divided by five (5) shall be calculated;

(ii)on the second (2nd) anniversary of the Completion Date, an amount equal to the Available Escrow Amount divided by four (4) shall be calculated;

(iii)on the third (3rd) anniversary of the Completion Date, an amount equal to the Available Escrow Amount by three (3) shall be calculated;

(iv)on the fourth (4th) anniversary of the Completion Date, an amount equal to the Available Escrow Amount divided by two (2) shall be calculated; and

(v)on the fifth (5th) anniversary of the Completion Date, an amount equal to the Available Escrow Amount shall be calculated.

(b)If, as at each MSA Escrow Allocation Date, there was a Shortfall in the preceding Contract Year and the amount of such Shortfall exceeds the relevant MSA Escrow Allocation (the difference between those two amounts being the “Buyer Excess Amount), then:

(i)an amount equal to the relevant MSA Escrow Allocation shall be deducted from the Escrow Amount; and

(ii)the relevant Seller(s) or member(s) of the Sellers’ Group shall pay an amount equal to the Buyer Excess Amount to the Buyer in accordance with the terms of the InfraCo MSA.

(c)If, as at each MSA Escrow Allocation Date, the amount of Eligible Revenue for the preceding Contract Year exceeds the amount of Expected Annual Fees for that Contract Year (the difference between those two amounts being the “Seller Excess Amount”), then an amount equal to the Seller Excess Amount shall be paid to the relevant Seller(s) or member(s) of the Sellers’ Group by or on behalf of the Buyer.

Final Escrow Release Date

1.7Subject to all amounts to which the Buyer is entitled to reduction of the Escrow Amount having been released to the Buyer, the Escrow Amount shall be paid to the Sellers on the earlier of the date falling five (5) Business Days after the earlier to occur of (i) an Early Escrow Release Trigger Event and (ii) expiry of the fifth (5th) Contract Year (as defined in the InfraCo MSA (the “Final Escrow Release Date”)), unless there is any Outstanding Claim by a Buyer as at the Final Escrow Release Date. If there is any Outstanding Claim:

(a)a sum equal to the lower of (i) the amount of the Outstanding Claim (or all such Outstanding Claims, if more than one) and (ii) the Escrow Amount shall be retained out of the Escrow Amount;

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(b)the balance (if any) of the Escrow Amount shall be released to the Sellers on the Final Escrow Release Date; and

(c)any amount of the Escrow Amount after the Final Escrow Release Date in respect of any such Outstanding Claim(s) shall be retained by the Buyer or paid to the Sellers (or in part to the Buyer with the balance to the Sellers), as appropriate, as soon as practicable after that Outstanding Claim is finally determined.

1.8For the purposes of paragraph 1.7, “Early Escrow Release Trigger Event” means the Principal Seller having demonstrated to the Buyer (to their reasonable satisfaction) at any time after the First Escrow Release Date that either:

(a)the ratio of the Principal Seller’s Financial Indebtedness to its LTM EBITDA for two consecutive financial quarters is no more than five to one (5:1); or

(b)the ratio of the Principal Sellers’ Financial Indebtedness to its LTM EBITDA for a single financial quarter is not more than four point five to one (4.5:1),

each ratio above being calculated on a 12-month sliding basis and by reference only to financial quarters commencing after the First Escrow Release Date. In this paragraph, “LTM EBITDA” means last twelve month net income before interest, income taxes, depreciation and amortization.

2.MISCELLANEOUS

2.1Nothing in this clause limits any other rights or remedies available to the Buyer or the Sellers to recover any amount due to it in respect of an adjustment to the Consideration, in respect of a claim under this Agreement or otherwise under this Agreement or the InfraCo MSA. To the extent that the Escrow Amount is insufficient to satisfy in full any amount so due the excess shall be paid by the Buyer to the Sellers or by the Sellers to the Buyer (as the case may be).

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SCHEDULE 23
SET-OFF PROVISIONS

1. Any payments due following Completion under any Transaction Document between (i) any member of the Sellers’ Group and (ii) any member of the Buyer’s Group may be set off against each other to produce a net sum (the “Net Sum”).

2. The Sellers and the Buyer agree that for the first twelve (12) months following Completion, they (or their duly appointed representatives for the purposes of this Schedule 23) shall calculate within fifteen (15) Business Days following the end of each calendar month the Net Sum payable at the end of such calendar month. The Sellers and the Buyer agree to procure that the Net Sum is promptly paid by either a member of the Buyer’s Group or a member of the Sellers’ Group (as applicable) and in any event within ten (10) Business Days following the end of the relevant calendar month. The parties shall act reasonably and cooperate in good faith in determining the monthly Net Sum. The parties agree that no person shall be in breach of the terms of any Transaction Document for not paying any amount when due as a result of complying with this Schedule 23, provided that the Net Sum is paid in accordance with paragraph 2.

3. Payment of a sum in accordance with this Schedule 23 shall constitute a payment in full of the underlying sums payable by the relevant members of the Sellers’ Group and the Buyer’s Group and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

4. Any payments pursuant to any Transaction Document shall be effected by crediting for same day value the account specified by the relevant member of the Sellers’ Group or the Buyer’s Group (as the case may be) on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment.

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SCHEDULE 24
EARN-OUT

1.DEFINITIONS

Unless the context otherwise requires, in this Schedule 24:

“Earn-Out Payment” means an amount equal to the amount set out in column 3 of the table in paragraph 2.2;

“Earn-Out Period” means the years set out in column 1 of the table in paragraph 2.2 commencing upon Completion;

“Earn-Out Statement” means the statement to be prepared by the Buyer in accordance with this Schedule;

“Management Plan” means the business plan prepared by Management for the Near-Net Business in respect of the five years following Completion;

“Near-Net Business” means the long-term (at least 3 year) fiber lease business generated over new metro-fiber assets connecting additional enterprise building, data centres, towers and military bases (but for the avoidance of doubt excluding any residential buildings) and including all buildings that are being connected which qualify for near-net business if they are located within 5,000 feet (e.g. 75+% of revenues which come from buildings located within 3,000 feet) from the InfraCo Business’ existing network as of the date of this Agreement and provided that the provisions of this schedule shall not be deemed to apply in respect of any new or future areas, jurisdictions or other areas which the Near-Net Business may expand in to following the date of this Agreement;

“Near-Net EBITDA” means the EBITDA of the Near-Net Business in the applicable Earn-Out Period (to be calculated as directly attributable revenues as recognised in the financial statements less all costs which for the avoidance of doubt will include direct costs and an allocation of appropriate costs including SG&A in a manner consistent with the presentation set forth in the Management Plan);

“Near-Net Group Company” means a Group Company in which the Near-Net Business is comprised; and

“Total Earn-Out Payment” means $130,000,000 ($ one hundred thirty million).

2.BASIS OF EARN-OUT CALCULATION

2.1Each Earn-Out Payment shall be calculated in accordance with this Schedule.

2.2Each Earn-Out Payment shall be subject to achieving the Near-Net EBITDA as set out in the Management Plan for the relevant Earn-Out Period (the “Near-Net EBITDA Target”).

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1 Earn-Out Period	2 Near-Net EBITDA Target	4 Maximum Earn-Out Payment
Year 1	$6.2 million	$6.4 million
Year 2	$12.5 million	$13.1 million
Year 3	$21.3 million	$22.3 million
Year 4	$33.8 million	$35.3 million
Year 5	$50.7 million	$52.9 million
TOTAL	$124.5 million	$130 million

3.PREPARATION OF EARN-OUT STATEMENT

3.1In respect of each Earn-Out Period, the Buyer shall deliver to the Principal Seller within one hundred and twenty (120) days following the end of the applicable Earn-Out Period a written draft Earn-Out statement for the Near-Net Business which statement shall include a draft determination of the Near-Net Business EBITDA and the Earn-Out Payment (if any) for the applicable Earn-Out Period (the “Draft Earn-Out Statement”). The Draft Earn-Out Statement shall include a reconciliation of the Near-Net EBITDA to the InfraCo EBITDA shown in the audited consolidated profit and loss account of the InfraCo Business (being the line item “operating profit”) for relevant Earn-Out Period.

3.2Along with the Draft Earn-Out Statement, the Buyer shall deliver to the Principal Seller the following information to the extent available:

(a)a copy of the audited annual accounts for the relevant Earn-Out Period (or, if not available, a copy of the unaudited annual accounts for the relevant Earn-Out Period); and

(b)a statement setting out in reasonable detail:

(i)its calculation of the Near-Net EBITDA generated in a given Earn-Out Period; and

(ii)its calculation of the resulting Earn-Out Payment (if any) payable in respect of the relevant Earn-Out Period; and

(c)reasonably detailed supporting information and documentation.

3.3For the avoidance of doubt, any revenue arising in connection with contracts and/or trading arrangements between the Near-Net Business and any members of the Sellers’ Group shall count towards the Near-Net EBITDA in accordance with the remaining provisions of this schedule.

4.DETERMINATION OF EARN-OUT STATEMENT

4.1Within twenty (20) days after delivery of the Draft Earn-Out Statement, the Principal Seller shall notify the Buyer in writing whether or not it accepts the Draft Earn-Out Statement. During such period, and any additional period after delivery of an Objection Notice until the matters referred to in such Objection Notice are finally resolved, the Buyer will provide reasonable access to all books and records relevant to the preparation of the Draft Earn-Out Statement and the matters referred to therein and to the employees and representatives of the Buyer’s auditors to discuss and explain the Draft Earn-Out Statement provided such

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access shall not be materially disruptive to the business. Any such written notice (an “Objection Notice”) indicating that the Principal Seller does not accept the Draft Earn-Out Statement shall only be valid for the purposes of this Agreement if it is in reasonable detail and specifies the adjustments that the Principal Seller believes should be made to the Draft Earn-Out Statement in order to comply with provisions of this Schedule 24.

4.2If no Objection Notice has been given by the Principal Seller to the Buyer within the 20 day period above, or if the Principal Seller has confirmed in writing to the Buyer that it accepts the Draft Earn-Out Statement, the Draft Earn-Out Statement shall be deemed to have been accepted by the Principal Seller and shall be final and binding on all Parties (being the “Final Earn-Out Statement”).

4.3If the Principal Seller serves an Objection Notice, the Principal Seller and the Buyer shall meet and discuss in good faith and use all reasonable endeavours to reach agreement as to the matters set out in the Objection Notice.

4.4If the Principal Seller notifies the Buyer within ten (10) Business Days after receipt by the Buyer of an Objection Notice (the “Second Objection Period”) that it is satisfied with the Draft Earn-Out Statement (either as originally submitted or after any adjustments agreed by the Principal Seller and the Buyer in writing pursuant to their discussions referred to above), the Draft Earn-Out Statement (as adjusted, if applicable) shall constitute the Final Earn-Out Statement.

4.5If, following the end of the Second Objection Period, the Principal Seller has not notified the Buyer in writing that it is satisfied with the Draft Earn-Out Statement, all matters set out in the Objection Notice that remain in dispute between the Principal Seller and the Buyer shall be referred to an independent firm of internationally recognised accountants to be agreed by the Principal Seller and the Buyer or, failing agreement to be appointed by the President of the Institute of Chartered Accountants of England and Wales (the “Independent Accountants”) for determination in accordance with the accounting principles set out in this Schedule 24. Upon determination of the relevant matters by the Independent Accountants, or if the Principal Seller and the Buyer subsequently resolve those matters before the final determination by the Independent Accountants, the Draft Earn-Out Statement (as adjusted, if applicable) shall constitute the Final Earn-Out Statement.

4.6The Buyer and Principal Seller shall co-operate with the Independent Accountants and shall provide such assistance and access to such documents, personnel, books and records as the Independent Accountant may reasonably require for the purpose of making their determination.

4.7The Buyer and the Principal Seller shall be entitled to make submissions to the Independent Accountants including oral submissions, and each of the Buyer or the Principal Seller (as applicable) shall, with reasonable promptness, supply the other party with all such information and access to its documentation, books and records as the other party may reasonably require in order to make a submission to the Independent Accountants in accordance with this paragraph.

4.8To the extent not provided for in this paragraph 4, the Independent Accountants may in their reasonable discretion determine such other procedures to assist with the conduct of their determination as they consider just or appropriate including (to the extent they consider necessary) instructing professional advisers to assist in reaching their determination.

4.9Unless otherwise agreed by the Buyer and the Principal Seller, the Independent Accountants shall be required to make their determination in writing (including the reasons for the determination) and to provide a copy to the Buyer and the Principal Seller as soon as reasonably practicable and in any event within thirty (30) Business Days of their appointment.

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4.10The Independent Accountants shall act as an expert and not as an arbitrator. Save in the event of manifest error or fraud the Independent Accountants’ determination of any matters referred in accordance with this Schedule shall be final and binding on the parties.

4.11Each of the Buyer and the Sellers shall bear and pay its own costs incurred in connection with the Independent Accountants’ determination pursuant to this paragraph 4. The Independent Accountants’ fees and any costs or expenses incurred in making their determination (including the fees and costs of any advisers appointed by the Independent Accountants) shall be borne equally between the Buyer on the one hand and the Seller on the other hand.

5.PAYMENT OF EARN-OUT

5.1The Earn-Out Payment (if any) for the applicable Earn-Out Period shall be payable by the Buyer to the Sellers in cash by way of a single deferred payment to a single bank account nominated by the Principal Seller no later than 60 (sixty) days after the determination of the Final Determined Consideration Statement.

5.2Each Earn-Out Payment shall be allocated between the Sellers pro rata on the same basis and in the same proportions as the Aggregate Base Purchase Price.

5.3The Buyer undertakes to the Sellers that it will not, and it shall procure that none of the Near-Net Group Companies will, take any action intended to (or which would be reasonably likely to) frustrate the payment of, or which is primarily intended (or which would be reasonably likely to) reduce the amount of any Earn-Out Payment.

5.4The Buyer undertakes to the Sellers that it will cause the business of each Near-Net Group Company to be conducted in accordance with sound and good business practice and on sound and sustainable commercial profit making principles.

5.5The Buyer undertakes to the Sellers that it will not, and it shall procure that none of the Group Companies will, take any action which would reasonably be expected to materially and adversely affect the economic benefit of the Near-Net Business as compared to the InfraCo Business as a whole.

5.6The Buyer undertakes to the Sellers that no Near-Net Group Company or other member of the Buyer’s Group will interfere with or do anything the purpose of which is, or which would be reasonably likely to, impair or adversely affect the relationship of the Near-Net Group Companies with their clients or to transfer away from the Near-Net Group Companies any of their clients or prevent the Near-Net Group Companies carrying out work for new clients.

5.7The Buyer undertakes to the Sellers that no Near-Net Group Company will enter into a transaction on terms which artificially or materially increase the costs incurred by it or reduce the revenues received by it, or enter into any transaction which is not on a commercial basis and on arms’ length terms.

5.8If the Buyer sells all or substantially all of the assets of the Near-Net Business the Buyer will procure that the prospective purchaser assumes all of the obligations of the Buyer with respect to the Earn-Out Payments.

5.9The Buyer undertakes to the Sellers during each of the Earn-out Periods, except as otherwise agreed by the Sellers, it shall not (and shall procure that no other member of the Buyer's Group shall) divert or redirect any trading, business opportunities or revenues or any customer, client or supplier away from the Near-Net Business, or establish or develop any business that competes with or is similar to the Near-Net Business.

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5.10For the avoidance of doubt nothing in this schedule shall prohibit or otherwise restrict the InfraCo Business from providing any of its services to any businesses that competes or might compete with the Near-Net Business.

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SCHEDULE 25
LETTERS OF CREDIT


No.	Legal Entity	Beneficiary	Bank	Bank Ref	Issue Date	Expiry Date	Currency	Amount LC	Product / Purpose
1.	Interoute Communications Limited	SWISSCOM FIXNET AG	Barclays	4836220	2006-03-21	None	CHF	180,000	Performance - Vendor Contract
2.	Interoute Communications Limited	Eandis CVBA	Barclays	1000010813	2015-05-28	2027-01-31	EUR	93,000	Performance - Vendor Contract
3.	Interoute Communications Limited	Janna SCRL	Barclays	1000013241	2016-01-27	None	EUR	823,110	Performance - Vendor Contract
4.	Interoute Communications Limited	BWI Informationstechnik GMBH	Barclays	1000013344	2016-01-29	2023-12-31	EUR	2,000,000	Advance Payment
5.	Interoute Communications Limited	Citta Metropolitana di Firenze	Barclays	1000015525	2016-08-18	None	EUR	68,800	Performance - Vendor Contract
6.	Interoute Communications Limited	Office of Communications (OFCOM)	Barclays	1200000938	2017-04-24	2023-04-01	GBP	300,000	Standby LOC
7.	Interoute Communications Limited	NESSUS	Barclays	1000020898	2018-02-12	2023-10-15	EUR	547,400	Lease / Rent
8.	Interoute Communications Limited	Trentino Network SRL	Barclays	1000021940	2018-06-04	None	EUR	1,836	Performance - Vendor Contract
9.	Interoute Communications Limited	Trentino Network SRL	Barclays	1000021941	2018-06-06	None	EUR	1,992	Performance - Vendor Contract
10.	GTT Communications, Inc.	60 Hudson Owner LLC	KeyBank	S325-535-000B	2018-05-31	2021-10-11	USD	268,000	Lease / Rent (Data Center)

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SCHEDULE 26
FORM OF RELEASE

Except to the extent expressly preserved pursuant to the SPA, the other Transaction Documents, and/or the Acceptable Sale Order, upon the Completion Date, each of (i) the Sellers, (ii) the Sellers’ Group, (iii) the Buyer, and (iv) the Buyer’s Group (each of the foregoing a “SPA Releasing Party”), to the fullest extent permissible under applicable law, mutually releases and discharges each other SPA Releasing Party and such SPA Releasing Parties’ respective current and former affiliates, and such entities’ and their current and former affiliates’, current and former officers, managers, directors, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their current and former officers, managers, directors, equity holders, principals, members, incorporators, employees, agents, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such (collectively, in such capacity, the “SPA Released Parties” and each a “SPA Released Party”), from any and all Claims and causes of action, whether known or unknown, including any derivative claims that such SPA Releasing Party would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Sellers’ and the Sellers’ Group’s (including, in each instance, the management, ownership, or operation thereof) restructuring efforts, the formulation, preparation, dissemination, negotiation, or filing of the Acceptable RSA, or any contract, instrument, release, or other agreement or document created or entered into in connection with the SPA, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the implementation of the Transaction, and any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Completion Date related or relating to the foregoing; provided that this paragraph shall not relieve any SPA Released Party from any obligations under, or otherwise affect the terms and conditions of, the SPA, the other Transaction Documents, and/or the Acceptable Sale Order.

To the fullest extent permissible under applicable law, except as otherwise provided in the SPA, the other Transaction Documents, and/or the Acceptable Sale Order, upon the Completion Date, none of the SPA Released Parties shall have or incur any liability to, or be subject to any right of action by, any holder of a claim against, or equity interest in, any of the Sellers or the Sellers’ Group or any other party in interest, or any of their respective employees, representatives, financial advisors, attorneys, or agents, acting in such capacity, or any of their successors and assigns, for any act or omission in connection with, related to or arising out of, the investigation, formulation, preparation, negotiation, execution, delivery, implementation, or consummation of the transactions contemplated by the SPA, including, without limitation, the Transaction, the assumption or assumption and assignment of any executory contracts or unexpired leases, or any other contract, instrument, release, agreement, settlement, or document created, modified, amended, terminated, or entered into in connection with the SPA, or any other act or omission in connection with the foregoing; provided, that this paragraph shall not relieve any SPA Released Party from any obligations under, or otherwise affect the terms and conditions of, the SPA, the other Transaction Documents, and/or the Acceptable Sale Order.

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SCHEDULE 27
NON-TRANSFERRING TRADE PAYABLES AND RECEIVABLES

1.PROVISION OF INFORMATION

1.1On the date that is no later than five (5) Business Days prior to Completion, the Sellers shall deliver to the Buyer a schedule setting out: (i) the amount, currency and bank account details, due date for payment; (ii) the creditor and the debtor; (iii) invoice number, (iv) the category (i.e. Retained RemainCo Payable, Retained RemainCo Receivable, Excluded InfraCo Payable or Excluded InfraCo Receivable) with respect to each Retained RemainCo Payable, Retained RemainCo Receivable, Excluded InfraCo Payable and Excluded InfraCo Receivable (the “Trade Balances Information”).

1.2If requested by the Buyer in writing and reasonably required in connection with the settlement of the relevant payables and/or the collection of the relevant receivables, the Sellers shall deliver to the Buyer:

(a)copies of the relevant outstanding and unpaid invoices submitted by a third party supplier or to a third party customer (as applicable) to or by a member of the Sellers’ Group or a Group Company (as applicable) with respect to the Retained RemainCo Payables, Retained RemainCo Receivables, Excluded InfraCo Payables and/or Excluded InfraCo Receivables (each an “Outstanding Invoice”) and where not already in possession of the Buyer’s Group; and

(b)to the extent not included in paragraph 1.1 above, name and contact information of each of the third party customers and suppliers referenced in paragraph 1.2(a) sufficient to enable the Buyer’s Group to arrange the settlement of any unpaid amounts with respect to the relevant Retained RemainCo Payables, Retained RemainCo Receivables and (subject to paragraph 2.4 below) the Excluded InfraCo Payables.

1.3Following Completion, the Sellers shall provide the Buyer with revised Trade Balances Information no later than five (5) Business Days following receipt of a written request from the Buyer to do so, such revised information reflecting the accurate and complete (to the best of the Sellers’ knowledge) Trade Balances Information as at the Completion Time. The Sellers shall provide the Buyer with such additional information in connection with the Retained RemainCo Payables and Retained RemainCo Receivables following Completion (including for example details of the amounts settled, the date of settlement and any amounts still outstanding) as the Buyer may reasonably require (provided such information is available to the Sellers) in connection with preparing the Completion Statements.

2.SETTLEMENT OF AMOUNTS

3.1The Sellers agree to: (i) cooperate with the Buyer reasonably and in good faith in relation to the settlement of any Retained RemainCo Payables and Retained RemainCo Receivables and; (ii) provide the Buyer with such other assistance, information and evidence in relation to the settlement of any Retained RemainCo Payables and Retained RemainCo Receivables as the Buyer may reasonably request in writing.

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3.2The Sellers undertake to (and to procure that the relevant members of the Sellers’ Group shall) pay the Excluded InfraCo Payables when due and otherwise in accordance with the relevant Outstanding Invoices.

3.3The Buyer undertakes to procure that the relevant members of the Buyer’s Group shall pay the Retained RemainCo Payables when due and otherwise in accordance with the relevant Outstanding Invoices (provided that it has been provided with sufficient Trade Balances Information to enable it to do so).

3.4Following Completion, the Sellers shall keep the Buyer’s Group reasonably informed of the settlement of the Excluded InfraCo Payables and Excluded InfraCo Receivables and shall promptly provide such information in relation thereto as the Buyer may reasonably request in writing (including for example details of the amounts settled, the date of settlement and any amounts still outstanding). If and to the extent that, following Completion, the Sellers’ Group fails to pay when due any Excluded InfraCo Payable, a member of the Buyer’s Group may notify the Principal Seller in writing of its intention to pay the relevant supplier the amount due (the “Buyer’s Direct Payment Notice”). If the Sellers’ Group fails to make such payment within five (5) Business Days after and excluding the date on which the Principal Seller receives the Buyer’s Direct Payment Notice, a member of the Buyer’s Group may (at its sole discretion) elect to pay the relevant supplier the amount due (the “Unpaid Excluded InfraCo Payable”) and the Sellers shall (or shall procure that a member of the Sellers’ Group shall) promptly, and in any event within five (5) Business Days following receipt of a written notice from the Buyer of the amount of the Unpaid Excluded InfraCo Payable, reimburse the Buyer (or relevant member of the Buyer’s Group) for the full amount of the Unpaid Excluded InfraCo Payable. The provisions of Schedule 23 shall apply to this paragraph 2.4 of this Schedule 27.

3.5Following Completion, the Buyer shall (or shall procure that the relevant member(s) of the Buyer’s Group shall) keep the Principal Seller reasonably informed of the settlement of the Retained RemainCo Payables and Retained RemainCo Receivables and shall promptly provide such information in relation thereto as the Principal Seller may reasonably request in writing (including for example details of the amounts settled, the date of settlement and any amounts still outstanding). If and to the extent that, following Completion, the Buyer’s Group fails to pay when due any Retained RemainCo Payable, a member of the Sellers’ Group may notify the Buyer in writing of its intention to pay the relevant supplier the amount due (the “Sellers’ Direct Payment Notice”). If the Buyer’s Group fails to make such payment within five (5) Business Days after and excluding the date on which the Buyer receives the Sellers’ Direct Payment Notice, a member of the Sellers’ Group may elect (at its sole discretion) to pay the relevant supplier the amount due (the “Unpaid Retained RemainCo Payable”), the Buyer shall (or shall procure that a member of the Buyer’s Group shall) promptly, and in any event within five (5) Business Days following receipt of a written notice from the Principal Seller of the amount of the Unpaid Retained RemainCo Payable, reimburse the relevant member of the Sellers’ Group for the full amount of Unpaid Retained RemainCo Payable. The provisions of Schedule 23 shall apply to this paragraph 2.5 of this Schedule 27.

3.6The Sellers shall (and shall procure that the relevant members of the Sellers’ Group shall) act reasonably and in accordance with past practice of the InfraCo Business in the 12 months prior to the date of this Agreement when settling Excluded InfraCo Payables and collecting Excluded InfraCo Receivables and not take any action in connection therewith which could reasonably be expected to damage the commercial interests of the InfraCo Business, the Buyer or the relevant members of the Buyer’s Group, taking into account their ongoing relationship with the relevant third party suppliers and customers. Notwithstanding any other provisions of this Schedule 27 the Sellers shall (and shall procure that the relevant members of the Sellers’ Group shall) act in good faith when settling Excluded InfraCo Payables and collecting Excluded InfraCo Receivables.

3.7The Buyer shall procure that the relevant members of the Buyer’s Group shall act reasonably and in accordance with past practice of the RemainCo Business (to the extent that the relevant employees of the Buyer’s Group are aware, acting reasonably, of such practice) in

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the 12 months prior to the date of this Agreement when settling Retained RemainCo Payables and collecting Retained RemainCo Receivables and not take any action in connection therewith which could reasonably be expected to damage the commercial interests of the RemainCo Business, the Sellers or the relevant members of the Sellers’ Group, taking into account their ongoing relationship with the relevant third party suppliers and customers. Notwithstanding any other provisions of this Schedule 27 the Buyer shall (and shall procure that the relevant members of the Buyer’s Group shall) act in good faith when settling Retained RemainCo Payables and collecting Retained RemainCo Receivables.

3.8Subject to the relevant party’s compliance with paragraphs 2.6 and 2.7 of this Schedule, nothing in this Schedule is intended to restrict any party’s ability to discuss or dispute any outstanding amounts with the relevant third parties in accordance with the applicable terms of services and standard industry practices.

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SIGNATURES

Buyer


Signed for and on behalf of CUBE TELECOM EUROPE BIDCO LIMITED			) ______________________________ ) )

Sellers


Signed for and on behalf of GTT COMMUNICATIONS INC.			) ______________________________ ) )


Signed for and on behalf of GTT HOLDINGS LIMITED			) ______________________________ ) )
Signed for and on behalf of GLOBAL TELECOM AND TECHNOLOGY HOLDINGS IRELAND LIMITED			) ______________________________ ) )


Signed for and on behalf of HIBERNIA NGS LIMITED			) ______________________________ ) )


Signed for and on behalf of GTT AMERICAS LLC			) ______________________________ ) )

In Witness whereof the parties have executed this letter on the day and year first hereinbefore mentioned.


EXECUTED AND DELIVERED AS A DEED on behalf of CUBE TELECOM EUROPE BIDCO LIMITED /s/ Charlotte Dixon ……………………………….. Signature of witness Charlotte Dixon ……………………………….. Name of witness 6 Chesterfield Gardens London W1J 5BQ ……………………………….. Address of witness						/s/ Mohamed El Gazzar ……………………………….. Signature of Director Mohamed El Gazzar ……………………………….. Name of Director

Signature Page to SPA Cover Letter 4


EXECUTED AND DELIVERED AS A DEED on behalf of GTT COMMUNICATIONS INC /s/ Michele McNeill ……………………………….. Signature of witness Michele McNeill ……………………………….. Name of witness 7900 Tyson One Place, McLean, VA 22102 #1450 ……………………………….. Address of witness						/s/ Donna Granato ……………………………….. Signature of Director Donna Granato ……………………………….. Name of Director

Signature Page to SPA Cover Letter 4


EXECUTED AND DELIVERED AS A DEED on behalf of GLOBAL TELECOM AND TECHNOLOGY HOLDINGS IRELAND LIMITED /s/ Michele McNeill ……………………………….. Signature of witness Michele McNeill ……………………………….. Name of witness 7900 Tyson One Place, McLean, VA 22102 #1450 ……………………………….. Address of witness						/s/ Donna Granato ……………………………….. Signature of Director Donna Granato ……………………………….. Name of Director


EXECUTED AND DELIVERED AS A DEED on behalf of GTT HOLDINGS LIMITED /s/ Michele McNeill ……………………………….. Signature of witness Michele McNeill ……………………………….. Name of witness 7900 Tyson One Place, McLean, VA 22102 #1450 ……………………………….. Address of witness						/s/ Donna Granato ……………………………….. Signature of Director Donna Granato ……………………………….. Name of Director

Signature Page to SPA Cover Letter 4


EXECUTED AND DELIVERED AS A DEED on behalf of HIBERNIA NGS LIMITED /s/ Michele McNeill ……………………………….. Signature of witness Michele McNeill ……………………………….. Name of witness 7900 Tyson One Place, McLean, VA 22102 #1450 ……………………………….. Address of witness						/s/ Donna Granato ……………………………….. Signature of Director Donna Granato ……………………………….. Name of Director

Signature Page to SPA Cover Letter 4


EXECUTED AND DELIVERED AS A DEED on behalf of GTT AMERICAS LLC /s/ Michele McNeill ……………………………….. Signature of witness Michele McNeill ……………………………….. Name of witness 7900 Tyson One Place, McLean, VA 22102 #1450 ……………………………….. Address of witness						/s/ Donna Granato ……………………………….. Signature of Director Donna Granato ……………………………….. Name of Director

Signature Page to SPA Cover Letter 4

EXECUTION VERSION

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER, ACCEPTANCE, OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS, OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES AS TO ANY CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE, OR SOLICITATION WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS, THE BANKRUPTCY CODE AND OTHER APPLICABLE LAW.

THIS RESTRUCTURING SUPPORT AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES HERETO AND, ACCORDINGLY, IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.

NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO. THIS RESTRUCTURING SUPPORT AGREEMENT AND THE INFORMATION CONTAINED HEREIN ARE STRICTLY CONFIDENTIAL AND MAY NOT BE SHARED WITH ANY PERSON OTHER THAN THE COMPANY AND THE CONSENTING STAKEHOLDERS AND THEIR RESPECTIVE ADVISORS OR EXCEPT AS SET FORTH IN ANY CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND THE CONSENTING STAKEHOLDERS OR THEIR RESPECTIVE ADVISORS.

THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE RESTRUCTURING TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN, AND THE CLOSING OF ANY RESTRUCTURING TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS AND THE APPROVAL RIGHTS OF THE PARTIES SET FORTH HEREIN.

Restructuring Support Agreement

This Restructuring Support Agreement (including all exhibits and schedules attached hereto, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”)1 is made and entered into, subject to Section 2 of this Agreement, as of September 1, 2021, by and among the following parties (each, a “Party” and, collectively, the “Parties”):

1 Capitalized terms used but not defined in the preamble and recitals to this Agreement have the meaning ascribed to such terms in Section 1 of this Agreement. Capitalized terms used but not otherwise defined in Section 1 or otherwise herein have the meaning ascribed to such terms in the Restructuring Term Sheet (as defined below), subject to Section 15.03 hereof.

i.GTT Communications, Inc. (the “Parent”) and certain of its direct and indirect subsidiaries listed on the signature pages hereto (together with the Parent, collectively, the “Company” or the “Company Parties”);

ii.the undersigned lenders or investment advisors, sub-advisors, or managers of discretionary accounts party to the Priming Facility Credit Agreement (as defined below) that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, and solely in their capacity as such, the “Consenting Priming Facility Lenders”);

iii.the undersigned lenders or investment advisors, sub-advisors, or managers of discretionary accounts that hold Revolving Loans that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, and solely in their capacity as such, the “Consenting Revolving Lenders”);

iv.the undersigned lenders or investment advisors, sub-advisors, or managers of discretionary accounts that hold U.S. Term Loans that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, and solely in their capacity as such, the “Consenting U.S. Term Loan Lenders”);

v.the undersigned lenders or investment advisors, sub-advisors, or managers of discretionary accounts that hold Original EMEA Term Loans that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, and solely in their capacity as such, the “Consenting Original EMEA Term Loan Lenders”);

vi.the undersigned lenders or investment advisors, sub-advisors, or managers of discretionary accounts that hold 2020 EMEA Term Loans that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, and solely in their capacity as such, the “Consenting 2020 EMEA Term Loan Lenders” and, together with the Consenting U.S. Term Loan Lenders and the Consenting Original EMEA Term Loan Lenders, the “Consenting Term Loan Lenders”);

vii.the undersigned beneficial owners of, or nominees, investment advisors, sub-advisors, or managers of accounts that beneficially own, Senior Notes that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, the “Consenting Noteholders” and, collectively with the Consenting Priming Facility Lenders, the Consenting Term Loan Lenders and the Consenting Revolving Lenders, the “Consenting Creditors”);

viii.the undersigned beneficial owners of, or nominees, investment advisors, sub-advisors, or managers of accounts that beneficially own, Existing GTT Equity Interests that have executed and delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, and solely

in their capacity as current holders of Existing GTT Equity Interests, the “Consenting Equity Holders”); and

ix.Cube Telecom Europe Bidco Limited (“Buyer”), a company controlled by funds managed and/or advised by I Squared Capital Advisors (US) LLC (together with the Buyer, “I Squared”) and, together with the Consenting Creditors and the Consenting Equity Holders, the “Consenting Stakeholders”).

RECITALS

WHEREAS, the Parties have engaged in good faith, arm’s-length negotiations regarding certain restructuring and recapitalization transactions (the “Restructuring Transactions”) with respect to the Company’s capital structure on the terms and subject to the conditions set forth in this Agreement, including the Restructuring Term Sheet attached as Exhibit A hereto (collectively, the “Restructuring”) to be effectuated through the I Squared Infrastructure Sale followed by the commencement of voluntary reorganization cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Manhattan Division (the “Bankruptcy Court”) and confirmation and consummation of a prepackaged chapter 11 plan of reorganization (the “Plan”) on the terms and subject to the conditions set forth in this Agreement, including the Restructuring Term Sheet;

WHEREAS, the Parties have agreed that the Company shall consummate the I Squared Infrastructure Sale in accordance with the I Squared Infrastructure Sale Agreement prior to commencement of the Chapter 11 Cases subject to the terms and conditions set forth in this Agreement;

WHEREAS, following consummation of the I Squared Infrastructure Sale, the I Squared Infrastructure Sale Proceeds Paydown and the retention by the Company of the Retained Cash Proceeds will occur in accordance with the terms of the Restructuring Term Sheet; and

WHEREAS, the following sets forth the agreement among the Parties concerning their respective rights and obligations in respect of the Restructuring.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, on a several but not joint basis (unless as otherwise set forth herein), intending to be legally bound, agree as follows:

AGREEMENT

Section 1.Definitions and Interpretation.

(a)Definitions.

As used in this Agreement, the following terms have the following meanings:

“2018 Credit Facility Claims” means, subject to Section 15.24, the Revolving Claims, the Hedging Claims, and the Term Loan Claims.

“2020 Ad Hoc Lender Group” means the ad hoc group of certain Consenting 2020 EMEA Term Loan Lenders represented by Paul Weiss.

“2020 Ad Hoc Lender Group Advisors” means Paul Weiss in its capacity as counsel to the ad hoc group of 2020 EMEA Term Loan Lenders, and any local counsels for the 2020 Ad Hoc Lender Group retained, if any, as may be mutually agreed to by the 2020 Ad Hoc Lender Group and the Company.

“2020 EMEA Term Loan Claims” has the meaning set forth in the Restructuring Term Sheet.

“2020 EMEA Term Loan Lenders” means the lenders party to the Credit Agreement who have extended the 2020 EMEA Term Loans to the EMEA Borrower and hold the 2020 EMEA Term Loan Claims.

“2020 EMEA Term Loans” means any term loans extended to the EMEA Borrower pursuant to that certain Amendment No. 2 to Credit Agreement, dated as of February 28, 2020, by and among the Parent, the EMEA Borrower, the lenders party thereto, and the Administrative Agent; provided, that the 2020 EMEA Term Loans shall not include the Original EMEA Term Loans.

“A&M” means Alvarez & Marsal Holdings, LLC, as financial advisor to the Company.

“Additional Consenting Creditor” has the meaning set forth in Section 7.09 of this Agreement.

“Ad Hoc Lender Group” means the ad hoc group of certain of the Consenting Priming Facility Lenders and Consenting Term Loan Lenders represented by Milbank and Houlihan Lokey.

“Ad Hoc Lender Group Advisors” means Milbank, Houlihan Lokey, any local counsels, and a board search consultant retained on market terms reasonably acceptable to the Ad Hoc Lender Group and the Company, and any other attorneys, accountants, other professionals, advisors, and consultants for the Ad Hoc Lender Group, if any, as may be mutually agreed to by the Ad Hoc Lender Group and the Company.

“Ad Hoc Noteholder Group” means that certain ad hoc group of Noteholders represented by Latham and Centerview.

“Ad Hoc Noteholder Group Advisors” means Latham, Centerview, any local counsels for the Ad Hoc Noteholder Group, and any other attorneys, accountants, other professionals, advisors, and consultants for the Ad Hoc Noteholder Group, if any, as may be mutually agreed to by the Ad Hoc Noteholder Group and the Company.

“Administrative Agent” means KeyBank National Association, in its capacity as administrative agent under the Credit Agreement.

“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code as if such Entity were a debtor in a case under the Bankruptcy Code.

“Agent” or “Agents” means, individually or collectively, the Administrative Agent and/or the Priming Facility Agent, including any successors thereto.

“Agreement” has the meaning set forth in the preamble hereto.

“Agreement Effective Date” means the date on which the conditions set forth in Section 2 of this Agreement have been satisfied or waived by the appropriate Party or Parties in accordance with this Agreement.

“Agreement Effective Period” means, with respect to a Party, the period from the Agreement Effective Date to the Termination Date applicable to that Party.

“Akin” means Akin Gump Strauss Hauer & Feld LLP, as counsel to the Company.

“Alternative Restructuring” means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Party, one or more Company Party’s material assets, or the debt, equity, or other interests in any one or more Company Party that is an alternative to one or more of the Restructuring Transactions.

“Antitrust Laws” means the Sherman Act of 1890, the Clayton Act of 1914, the Federal Trade Commission Act of 1914, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (each as amended, and the rules and regulations promulgated thereunder), and all other federal, state, and foreign Laws in effect from time to time that are designed or intended to prohibit, restrict, or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Antitrust/FDI Approvals” means the consents, clearances, approvals, permissions, licenses, variances, exemptions, authorizations, acknowledgements, permits, non-actions, consents, and waivers required to be obtained from, and all registrations, applications, notices, and filings required to be made with or provided to, any Antitrust/FDI Authority in connection with the implementation of the Restructuring.

“Antitrust/FDI Authority” means any supranational, domestic, or foreign federal, state or local governmental, regulatory, or administrative authority, department, court, agency, commission, or official, with jurisdiction or responsibility for enforcing Antitrust Laws and/or Foreign Investment Laws.

“Approved Budget” means, prior to the entry of the Interim Cash Collateral Order, the “Approved Budget” (as defined in the Priming Facility Credit Agreement) and, after the entry of the Interim Cash Collateral Order, the consolidated 13-week cash flow forecast attached as Annex 1 to the Interim Cash Collateral Order (as may be revised from time to time pursuant to the terms of the Interim Cash Collateral Order and Final Cash Collateral Order, as applicable), setting forth all projected receipts and disbursements of the Debtors and their subsidiaries on a weekly basis during such 13-week period.

“Bankruptcy Code” has the meaning set forth in the recitals to this Agreement.

“Bankruptcy Court” has the meaning set forth in the recitals to this Agreement.

“Board of Directors” means with respect to any Entity, its board of directors, board of managers, managing member, general partner, or other governing body constituted pursuant to its governing documents.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York.

“Buyer” has the meaning set forth in the preamble to this Agreement.

“CAM Agreement” means that certain collection allocation mechanism agreement, dated as of May 31, 2018 (as amended, restated, waived, supplemented, replaced, or otherwise modified from time to time in accordance with its terms), by and among the lenders from time to time party to the Credit Agreement and the Administrative Agent.

“CAM Amendment” means the Second Amendment to CAM Agreement, dated as of the Agreement Effective Date, in the form attached as Annex B to the Credit Agreement Forbearance and Consent, as amended, restated, waived, supplemented, or otherwise modified from time to time in accordance with its terms.

“Cash Collateral Orders” means the Interim Cash Collateral Order and the Final Cash Collateral Order, including any exhibits and annexes thereto.

“Centerview” means Centerview Partners LLC, as financial advisor to the Ad Hoc Noteholder Group.

“Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.

“Chosen Court” means, (i) prior to the commencement of any Chapter 11 Cases, a federal or state court located in the City of New York, Borough of Manhattan and (ii) following the commencement of any Chapter 11 Cases, the Bankruptcy Court.

“Claim” has the meaning set forth in section 101(5) of the Bankruptcy Code.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Advisors” means Akin, TRS and A&M.

“Company Claims/Interests” means any Claim against, or Equity Interest in, any Company Party including, but not limited to, the Priming Facility Claims, Revolving Claims, Hedging Claims, Term Loan Claims, Senior Notes Claims, and Existing GTT Equity Interests.

“Company Party” has the meaning set forth in the preamble to this Agreement.

“Confidentiality Agreement” means an executed confidentiality agreement, including with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public information agreement, in connection with any proposed Restructuring.

“Confirmation Order” means the order entered by the Bankruptcy Court confirming the Plan under, inter alia, section 1129 of the Bankruptcy Code, which order shall be consistent in all material respects with this Agreement, and which will provide for the assumption of this Agreement upon the entry thereof and may be combined with or entered simultaneously with the Disclosure Statement Order and/or the I Squared Infrastructure Sale Assumption Order.

“Consenting 2018 Credit Facility Creditors” means, subject to Section 15.24, the Consenting Original EMEA Term Loan Lenders, the Consenting 2020 EMEA Term Loan Lenders, the Consenting U.S. Term Loan Lenders, and the Consenting Revolving Lenders.

“Consenting 2020 EMEA Term Loan Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting 2020 EMEA Term Loan Lenders Modified Consent” means with respect to any Consenting 2020 EMEA Term Loan Lender that materially breaches this Agreement (A) such breaching Consenting 2020 EMEA Term Loan Lender’s holdings of Term Loans shall be excluded from calculations of the requisite percentages set forth in the definitions of Required Amending 2018 Credit Facility Creditors and Required Consenting 2018 Credit Facility Creditors, and (B) such breaching Consenting 2020 EMEA Term Loan Lender shall not be entitled to the consent rights of a Required Amending 2018 Credit Facility Creditor or a Required Consenting 2018 Credit Facility Creditors and their consent rights shall thereafter be limited to amendments, modifications, supplements, replacements, or waivers of this Agreement or the Restructuring Term Sheet or provisions of Definitive Documents that materially, adversely, and disproportionately affect the 2020 EMEA Term Loan Claims held by such breaching Consenting 2020 EMEA Term Loan Lender; provided that to the extent there is any dispute raised by such breaching Consenting 2020 EMEA Term Loan over whether a material breach has occurred such dispute may be heard and determined by any Chosen Court on an expedited basis.

“Consenting Creditor Claims” means, subject to Section 15.24, the Priming Facility Claims, the Senior Notes Claims, and the 2018 Credit Facility Claims.

“Consenting Creditors” has the meaning set forth in the preamble to this Agreement.

“Consenting Creditors’ Advisors” means the Ad Hoc Lender Group Advisors, the 2020 Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors, and the Revolving Lenders Advisors.

“Consenting Equity Holders” has the meaning set forth in the preamble to this Agreement.

“Consenting Equity Holders Consent Condition” means the condition to the Consenting Equity Holders Consent Right that the Consenting Equity Holders hold, as of the Agreement Effective Date, at least a majority of the outstanding Existing GTT Equity Interests, and continue to hold at least such amount of Existing GTT Equity Interests during the Agreement Effective Period.

“Consenting Equity Holders Consent Right” means the right of the Required Consenting Equity Holders, solely to the extent that the Consenting Equity Holders Consent Condition has been satisfied, to consent to or approve (i) any modifications, amendments, or supplements to, or

waivers of conditions or requirements of, this Agreement or (ii) any of the Definitive Documents (or any amendments, modifications, or supplements hereto or thereto) that, in the case of (i) or (ii), as applicable, materially and adversely affects, directly or indirectly, (x) the economic rights, waivers, or releases proposed to be granted to, or received by, or (y) the obligations of, the Consenting Equity Holders pursuant to this Agreement (including the Restructuring Term Sheet) or the Plan, which consent shall not be unreasonably withheld, conditioned, or delayed.

“Consenting Noteholders” has the meaning set forth in the preamble to this Agreement.

“Consenting Original EMEA Term Loan Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting Priming Facility Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting Revolving Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting Revolving Lenders Consent Right” means the right of the Required Consenting Revolving Lenders to consent to or approve (i) any modifications, amendments, or supplements to, or waivers of conditions or requirements of, this Agreement or (ii) any of the Definitive Documents (or any amendments, modifications, or supplements hereto or thereto) that, in the case of (i) or (ii), as applicable, disproportionately (as compared to the other Consenting Stakeholders holding Company Claims/Interests within the same class as provided for in the Restructuring Term Sheet), and adversely affects, directly or indirectly, (x) the economic rights, consent rights, waivers, or releases proposed to be granted to, or received by, or (y) the obligations of, the Consenting Revolving Lenders pursuant to this Agreement (including the Restructuring Term Sheet), the Plan, or the Definitive Documents listed in Section 3(a)(x) hereto, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that the requirements of Section 5.02(o) shall not have been modified, amended, supplemented, or waived without the consent of the Required Consenting Revolving Lenders.

“Consenting Stakeholders” has the meaning set forth in the preamble to this Agreement.

“Consenting Term Loan Lenders” has the meaning set forth in the preamble to this Agreement.

“Consenting U.S. Term Loan Lenders” has the meaning set forth in the preamble to this Agreement.

“Corporate Governance Documents” means, with respect to any Company Party, such Company Party’s certificate or articles of incorporation, bylaws, limited liability company agreement, partnership agreement, or any other applicable formation and governance documents or shareholders’ agreements, including any certificates of designation.

“Credit Agreement” means that certain Credit Agreement, dated as of May 31, 2018 (as amended, restated, waived, supplemented, replaced, or otherwise modified from time to time in accordance with its terms), by and among the Parent, the EMEA Borrower, the lenders party thereto from time to time, and the Administrative Agent.

“Credit Agreement Amendment” means that certain Amendment No. 7 to the Credit Agreement, dated as of the Agreement Effective Date, by and among the Parent, the subsidiaries of the Parent party thereto, the EMEA Borrower, the lenders party thereto, and the Administrative Agent, in the form attached as Annex A to the Credit Agreement Forbearance and Consent, as amended, restated, waived, supplemented, or otherwise modified from time to time in accordance with its terms.

“Credit Agreement Forbearance and Consent” means that certain Fifth Lender Forbearance Agreement and Consent, dated as of the Agreement Effective Date, by and among the Parent, the subsidiaries of the Parent party thereto, the EMEA Borrower, the lenders party thereto, and the Administrative Agent, in the form attached to this Agreement as Exhibit B, as amended, restated, waived, supplemented, or otherwise modified from time to time in accordance with its terms.

“Credit Party” has the meaning assigned to such term in the Credit Agreement.

“Debtors” means the Company Parties that commence Chapter 11 Cases.

“Definitive Documents” means the documents listed in Section 3(a).

“Disclosed Interests” has the meaning set forth in Section 8(a) of this Agreement.

“Disclosure Statement” means the disclosure statement with respect to the Plan, including all exhibits, schedules, supplements, modifications, amendments, and annexes thereto, each as may be amended, supplemented, or otherwise modified from time to time.

“Disclosure Statement Order” means the order entered by the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code, which order may be combined with or entered simultaneously with the Confirmation Order.

“DPA” means Section 721 of Title VII of the Defense Production Act of 1950, as amended and as may be amended from time to time, including the regulations promulgated thereunder, codified at 31 C.F.R. Part 800, et seq.

“EMEA Borrower” means GTT Communications B.V.

“Entity” means any individual, partnership, limited liability company, corporation, estate, trust, governmental unit, or the United States Trustee.

“Equityholder Warrants” has the meaning set forth in the Restructuring Term Sheet.

“Equity Interests” or “Interests” means, collectively, the shares (or any class thereof), common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Company Party, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof) of, common stock, preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Company Party (in each case whether or not arising under or in connection with any offer letter or employment agreement).

“Existing GTT Equity Interests” means the Equity Interests in the Parent.

“Exit Revolving Credit Facility” has the meaning set forth in the Restructuring Term Sheet.

“FCC” means the U.S. Federal Communications Commission, including any official bureau or division thereof acting on delegated authority, and any successor governmental agency performing functions similar to those performed by the U.S. Federal Communications Commission.

“FCC Applications” means collectively, each application, petition, or other request filed with the FCC in connection with the Restructuring.

“FCC Approval” means the grant by the FCC (or its staff acting pursuant to delegated authority) of the FCC Applications.

“FCC Pro Forma Notices” means, collectively, each application, notice, or other request required to be filed with the FCC as a result of the Company Parties’ commencement of the Chapter 11 Cases.

“Final Cash Collateral Order” means the final order entered by the Bankruptcy Court approving the Debtors’ use of cash collateral on a consensual basis, and the parties’ rights with respect thereto in form and substance consistent with the Interim Cash Collateral Order.

“Final Order” means an order or judgment of a court of competent jurisdiction that has been entered on the docket maintained by the clerk of such court, which has not been reversed, vacated, or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for a new trial, reargument, or rehearing shall then be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, such order or judgment shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided, however, that no order or judgment shall fail to be a “Final Order” solely because of the possibility that a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure or any analogous Bankruptcy Rule (or any analogous rules applicable in another court of competent jurisdiction) or sections 502(j) or 1144 of the Bankruptcy Code has been or may be filed with respect to such order or judgment.

“First Day Pleadings” means the pleadings, motions, and forms of order that the Debtors file contemporaneously with, or in connection with, the commencement of the Chapter 11 Cases.

“Foreign Investment Laws” means any non-U.S. Laws that are designed or intended to prohibit, restrict, regulate, or screen acquisitions or investments involving foreign investors and/or acquisitions or investments in, or into, the sectors in which the Company is active.

“Foreign Obligor Forbearance Agreement” means the Non-U.S. EMEA Credit Party Lender Forbearance Agreement, dated as of the Agreement Effective Date, by and among the EMEA Borrower, the subsidiaries of the Parent party thereto, the lenders party thereto, and the Administrative Agent, in the form attached as Annex C to the Credit Agreement Forbearance

and Consent, as amended, restated, waived, supplemented, or otherwise modified from time to time in accordance with its terms.

“Governmental Approval” means the approval of any Governmental Regulatory Authority having jurisdiction over the Company Parties required in connection with the Restructuring.

“Governmental Regulatory Authority” means the Public Service Commission of the District of Columbia or any state public service or utility commission, any similar body or agency exercising governmental power or authority in any foreign country, or any national regulatory authority or agency (excluding the FCC), in each case having jurisdiction over the Company Parties.

“GTT MSA” has the meaning ascribed to such term in the I Squared Infrastructure Sale Agreement.

“Hedging Claims” has the meaning set forth in the Restructuring Term Sheet.

“Holdings Confirmation” means a letter delivered by each Consenting Creditor and Consenting Equity Holder, as applicable, to counsel to the Company Parties contemporaneously with each Consenting Creditor’s or Consenting Equity Holder’s signature page to this Agreement, disclosing the Company Claims/Interests then owned or acquired by such Consenting Creditor or Consenting Equity Holder during the Agreement Effective Period, which Holdings Confirmation shall be held on a confidential basis.

“Houlihan Lokey” means Houlihan Lokey Capital Inc., as financial advisor to the Ad Hoc Lender Group.

“Huron” means Huron Consulting Services, LLC, as financial advisor to the Administrative Agent.

“Indenture Trustee” means Wilmington Trust, National Association, in its capacity as trustee under the Senior Notes Indenture.

“Independent Auditor” means the Company’s independent registered public accounting firm, CohnReznick LLP, or such other independent registered public accounting firm that may be appointed by the Company, as applicable.

“Infrastructure Business” means the business and activities of the Parent and/or certain of its subsidiaries providing Pan-European, North American, sub-sea, and trans-Atlantic fiber network and data center infrastructure services to customers.

“Initial Outside Date” has the meaning set forth in the definition of “Outside Date” in this Section 1(a).

“Interim Cash Collateral Order” means the interim order entered by the Bankruptcy Court approving the Debtors’ use of cash collateral on a consensual basis, and the parties’ rights with respect thereto, consistent with the form attached hereto as Exhibit C.

“Internal Review” means the accounting review launched by the Company as a result of the accounting issues disclosed in the Form 8-K dated August 10, 2020.

“I Squared” has the meaning set forth in the preamble to this Agreement.

“I Squared Consent Right” means the right of I Squared to consent to or approve (i) any modifications, amendments, or supplements to, or waivers of conditions or requirements of, this Agreement (including the Restructuring Term Sheet) or (ii) any of the Definitive Documents (or any amendments, modifications, or supplements hereto or thereto) that, in the case of (i) or (ii), as applicable, adversely affects, directly or indirectly (x) the legal or economic rights (including consent rights), waivers, or releases proposed to be granted to, or received by, or (y) the obligations of, I Squared pursuant to this Agreement (including the Restructuring Term Sheet), the Plan, the I Squared Infrastructure Sale Agreement and the I Squared Infrastructure Sale Assumption Order; provided that the provisions in the Confirmation Order relating to the assumption of the I Squared Infrastructure Sale Transaction Documents shall be reasonably acceptable to I Squared.

“I Squared Infrastructure Sale” means the sale of the Infrastructure Business to be consummated pursuant to the terms and conditions of the I Squared Infrastructure Sale Agreement.

“I Squared Infrastructure Sale Agreement” means that certain Sale and Purchase Agreement, dated October 16, 2020 (as amended, restated, waived, supplemented, or otherwise modified from time to time, including by the I Squared Infrastructure Sale Agreement Amendment), among the Parent, Global Telecom and Technology Holdings Ireland Limited, Hibernia NGS Limited, GTT Holdings Limited, GTT Americas LLC, and Cube Telecom Europe Bidco Limited.

“I Squared Infrastructure Sale Agreement Amendment” means the amendment and waiver to the I Squared Infrastructure Sale Agreement entered into on the Agreement Effective Date, by and among I Squared and certain of the Company Parties, in the form attached hereto as Exhibit D.

“I Squared Infrastructure Sale Assumption Motion” means, if applicable, the motion to assume all I Squared Infrastructure Sale Transaction Documents to which a Debtor is a party, which shall not be filed unless directed by the Bankruptcy Court or reasonably requested by I Squared.

“I Squared Infrastructure Sale Assumption Order” means the order of the Bankruptcy Court approving the assumption of all I Squared Infrastructure Sale Transaction Documents by the applicable Debtor(s) party to each I Squared Infrastructure Sale Transaction Document; provided, that any Debtor’s assumption of the applicable I Squared Infrastructure Sale Transaction Documents to which it is a party shall not be subject to the cure process under section 365 of the Bankruptcy Code to be assumed and any such Debtor’s obligations under the applicable I Squared Infrastructure Sale Transaction Documents that remain outstanding as of the effectiveness of such assumption shall continue as if such Debtor had not filed for chapter 11; provided, further, that, subject to the consent of I Squared, the I Squared Infrastructure Sale Assumption Order may be the Confirmation Order.

“I Squared Infrastructure Sale Closing Condition” has the meaning set forth in Section 11.01(a)(v) of this Agreement.

“I Squared Infrastructure Sale Proceeds Paydown” has the meaning set forth in the Restructuring Term Sheet.

“I Squared Infrastructure Sale Transaction Documents” means, collectively, the I Squared Infrastructure Sale Agreement and all “Transaction Documents,” as defined in the I Squared Infrastructure Sale Agreement that a Debtor is party.

“I Squared Release” means the release of the SPA Released Parties (as defined in Schedule 26 to the I Squared Infrastructure Sale Agreement) in connection with the I Squared Infrastructure Sale and the I Squared Infrastructure Sale Agreement in the form attached as Schedule 26 to the I Squared Infrastructure Sale Agreement, to be approved by the Confirmation Order.

“Joinder” means a joinder to this Agreement substantially in the form attached hereto as Exhibit E.

“Jones Day” means Jones Day, as counsel to the Administrative Agent.

“Latham” means Latham & Watkins LLP, as counsel to the Ad Hoc Noteholder Group.

“Law” means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction (including any Chosen Court).

“Letters of Credit” means the letters of credit issued under the Credit Agreement.

“Letter of Credit Claims” means Claims in respect of the Letters of Credit.

“Majority SPC Member Approval” has the meaning set forth in Section 5.02(f) of this Agreement.

“Management Incentive Plan” or “MIP” means the post-emergence incentive plan for awards to members of the management team and non-employee directors, and such plan will have a pool of 10% of the New Equity Interests determined on a fully-diluted basis, excluding the New Equity Interests issuable upon exercise of the Noteholder Warrants and excluding the New Equity Interests issuable upon exercise of the Equityholder Warrants and subject to adjustment as described below. As soon as practicable following the issuance of New Equity Interests issued in connection with the exercise of any Noteholder Warrants or Equityholder Warrants (the “Additional New Equity Interests”), the MIP pool will be equitably increased to reflect the dilutive effect of the Additional New Equity Interests, and any awards previously awarded under the MIP will be equitably adjusted to prevent dilution or enlargement with respect to such awards and such adjusted awards will reduce the amount of the MIP pool (as adjusted) that is available for subsequent grant, subject to the terms of the MIP with respect to share usage. The form, terms, allocation, and vesting of awards and other terms and conditions of the MIP shall be mutually agreed upon prior to the Plan Effective Date by (x) the Parent’s Chief Executive Officer and (y) those members of the Board of Directors of Parent who were appointed to the Board of Directors of the Parent and the Strategic Planning Committee in January 2021 (or their applicable successors) and shall be reasonably acceptable to the Required Consenting Creditors.

“Manager” has the meaning set forth in Section 15.19 of this Agreement.

“Milbank” means Milbank LLP, as counsel to the Ad Hoc Lender Group.

“Milestones” means the milestones listed in Section 11.01(a) of this Agreement.

“New Board” has the meaning set forth in the Restructuring Term Sheet.

“New Corporate Governance Documents” means the form of certificate or articles of incorporation, bylaws, limited liability company agreement, partnership agreement, or such other applicable and customary formation documents or shareholders’ agreements (if any) of Reorganized Parent and the other Reorganized Debtors, including any certificates of designation.

“New Equity Interests” has the meaning set forth in the Restructuring Term Sheet.

“New GTT Financing Documentation” means any documentation related to or executed in connection with the New GTT Term Loans, the Exit Revolving Credit Facility and any other new financing of, or debt issued by, the Reorganized Debtors, including any credit agreement, indenture, and/or other ancillary documentation, including any amendments, modifications, and supplements thereto, and together with any related notes, certificates, agreements, intercreditor agreements, agreements among lenders, pledge and collateral agreements, mortgages, control agreements, other security documents, guarantee agreements, subordination agreements, fee letters, documents, and instruments (including any amendments, restatements, waivers, supplements, or other modifications of any of the foregoing).

“New GTT Term Loans” has the meaning set forth in the Restructuring Term Sheet.

“New Warrant Documentation” means the definitive documentation with respect to the Noteholder Warrants and the Equityholder Warrants to be issued in accordance with the Restructuring Term Sheet.

“Noteholder New Common Equity Investment” has the meaning set forth in the Restructuring Term Sheet.

“Noteholder New Common Equity Investment Documents” means the documentation with respect to the Noteholder New Common Equity Investment.

“Noteholders” means holders of the Senior Notes and the Senior Notes Claims.

“Noteholder Warrants” has the meaning set forth in the Restructuring Term Sheet.

“Original EMEA Term Loan Claims” has the meaning set forth in the Restructuring Term Sheet.

“Original EMEA Term Loan Lenders” means the lenders party to the Credit Agreement who have extended the Original EMEA Term Loans to the EMEA Borrower and hold the Original EMEA Term Loan Claims.

“Original EMEA Term Loans” means the initial term loans incurred by the EMEA Borrower under the Credit Agreement.

“Outside Date” means the date that is six (6) months after the Petition Date (the “Initial Outside Date”) or such later date as may be mutually agreed between the Company and the Required Consenting Creditors; provided, that the Initial Outside Date shall be extended automatically for one additional three (3) month period (for a total of nine (9) months from the Petition Date), in each case, solely to the extent that all conditions to the occurrence of the Plan Effective Date set forth in the Restructuring Term Sheet have been satisfied or waived other than (x) the Regulatory Condition (as defined in the Restructuring Term Sheet) and (y) those conditions precedent to the Plan Effective Date that by their nature are to be satisfied on the Plan Effective Date.

“Parent” has the meaning set forth in the preamble to this Agreement.

“Parties” has the meaning set forth in the preamble to this Agreement.

“Paul Weiss” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the 2020 Ad Hoc Lender Group.

“Permitted Transferee” means each transferee of any Company Claims/Interests that meets the requirements of Section 7.01.

“Petition Date” means the date on which any Company Party commences a Chapter 11 Case.

“Plan” has the meaning set forth in the recitals to this Agreement.

“Plan Effective Date” means the date upon which all conditions to the effectiveness of the Plan have been satisfied or waived in accordance with the terms thereof and the Plan becomes effective.

“Plan Solicitation Commencement Date” has the meaning set forth in Section 11.01(a)(vii) of this Agreement.

“Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court.

“Priming Facility Agent” means Delaware Trust Company, in its capacity as administrative agent under the Priming Facility Credit Agreement.

“Priming Facility Claims” has the meaning set forth in the Restructuring Term Sheet.

“Priming Facility Credit Agreement” means that certain Priming Facility Credit Agreement, dated as of December 28, 2020 (as amended, restated, waived, supplemented, replaced, or otherwise modified from time to time in accordance with its terms), by and among the Parent, the EMEA Borrower, the Priming Facility Lenders, and the Priming Facility Agent.

“Priming Facility Credit Agreement Amendment” means Amendment No. 7 to Priming Facility Credit Agreement dated as of the Agreement Effective Date, by and among the Parent, the EMEA Borrower, the subsidiaries of the Parent party thereto, the Consenting Priming Facility Lenders, and the Priming Facility Agent, in the form attached to this Agreement as Exhibit F, as amended, restated, amended and restated, waived, supplemented, replaced, or otherwise modified from time to time in accordance with its terms.

“Priming Facility Lenders” means the lenders party to the Priming Facility Credit Agreement who have extended the Priming Facility Term Loans to the EMEA Borrower and hold the Priming Facility Claims.

“Priming Facility Term Loans” means any term loans made pursuant to the Priming Facility Credit Agreement.

“Qualified Marketmaker” means an Entity that (i) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers the Company Claims/Interests (or enter with customers into long and short positions in the Company Claims/Interests), in its capacity as a dealer or market maker in the Company Claims/Interests and (ii) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

“Reorganized Debtors” means Reorganized Parent and the remaining Company Parties as reorganized pursuant to and under the Plan.

“Reorganized Parent” means on or after the Plan Effective Date, (i) the Parent, as reorganized pursuant to the Plan, (ii) any successor to the foregoing, or (iii) one or more newly-formed entity or entities to hold the reorganized interests in the entity described in clause (i) above, in each case, as reasonably agreed by the Required Consenting Creditors and the Debtors.

“Required Amending 2018 Credit Facility Creditors” means, subject to Section 15.24, (a) those Consenting Creditors who hold more than seventy-five (75) percent of the outstanding aggregate principal amount of each of (i) the Original EMEA Term Loan Claims and (ii) the U.S. Term Loan Claims, and (b) those Consenting Creditors who hold more than fifty (50) percent of the outstanding aggregate principal amount of the 2020 EMEA Term Loan Claims, but subject to the Consenting 2020 EMEA Term Loan Lender Modified Consent, to the extent applicable, in each case of (a) and (b), held by all Consenting Creditors as of the date of determination.

“Required Amending Creditors Supermajority Consent Right” means the right of the Required Amending 2018 Credit Facility Creditors to consent to or approve any modifications, amendments, or supplements to, or waivers of conditions or requirements of, the Restructuring Term Sheet (including all exhibits, annexes, and schedules thereto).

“Required Consenting 2018 Credit Facility Creditors” means, subject to Section 15.24, those Consenting Creditors who hold more than fifty (50) percent of the outstanding aggregate principal amount of each of (i) the Original EMEA Term Loan Claims, (ii) the 2020 EMEA Term Loan Claims, but subject to the Consenting 2020 EMEA Term Loan Lender Modified Consent, to the extent applicable, and (iii) the U.S. Term Loan Claims, in each case of (i), (ii), and (iii), held by all Consenting Creditors as of the date of determination.

“Required Consenting Creditors” means, subject to Section 15.24, (i) the Required Consenting Credit Facility Creditors, and (ii) the Required Consenting Noteholders.

“Required Consenting Credit Facility Creditors” means, subject to Section 15.24, (a) the Required Consenting Priming Facility Lenders and (b) the Required Consenting 2018 Credit Facility Creditors.

“Required Consenting Equity Holders” means the Consenting Equity Holders who hold, in the aggregate, more than fifty (50) percent of the outstanding Existing GTT Equity Interests held by all Consenting Equity Holders as of the date of determination.

“Required Consenting Noteholders” means the Consenting Noteholders who hold, in the aggregate, more than fifty (50) percent in principal amount outstanding of all Senior Notes Claims held by the Consenting Noteholders as of the date of determination.

“Required Consenting Priming Facility Lenders” means, subject to Section 15.24, the Consenting Priming Facility Lenders who hold, in the aggregate, more than fifty (50) percent in principal amount outstanding of all Priming Facility Claims held by the Consenting Priming Facility Lenders as of the date of determination.

“Required Consenting Revolving Lenders” means, subject to Section 15.24, the Consenting Revolving Lenders who hold, in the aggregate, more than fifty (50) percent in principal amount outstanding of all Revolving Claims held by the Consenting Revolving Lenders as of the date of determination.

“Required Consenting Stakeholders” means, subject to Section 15.24, the Required Consenting Creditors, Required Consenting Revolving Lenders, solely to the extent that the Consenting Equity Holders Consent Condition is satisfied, the Required Consenting Equity Holders, and I Squared, as and to the extent applicable.

“Restated Financial Statements” means the restated financial statements for the years ended December 31, 2017, December 31, 2018, December 31, 2019, each of the quarters during the years ended December 31, 2017, December 31, 2018, and December 31, 2019 and the quarter ended March 31, 2020, as a result of the Restatement, which restated financial statements for the years ended December 31, 2018 and December 31, 2019 shall be audited by the Independent Auditor.

“Restatement” means the process of restating the Company’s previously filed financial statements for the years ended December 31, 2017, December 31, 2018, and December 31, 2019, each of the quarters during the years ended December 31, 2017, December 31, 2018, and December 31, 2019, and the quarter ended March 31, 2020 to correct material errors.

“Restructuring” has the meaning set forth in the recitals to this Agreement.

“Restructuring Expenses” has the meaning set forth in Section 15.12 of this Agreement.

“Restructuring Term Sheet” means the term sheet attached hereto as Exhibit A (as may be amended, supplemented, or modified from time to time in accordance with the terms hereof).

“Restructuring Transactions” has the meaning set forth in the recitals to this Agreement.

“Retained Cash Proceeds” has the meaning set forth in the Restructuring Term Sheet.

“Revolving Claims” has the meaning set forth in the Restructuring Term Sheet.

“Revolving Lenders” means the lenders party to the Credit Agreement who have extended Revolving Loans to the Parent and hold the Revolving Claims.

“Revolving Lenders Advisors” means Jones Day and Huron.

“Revolving Loans” means the “Revolving Loans” as defined in the Credit Agreement.

“RSA Holdings Condition” has the meaning set forth in Section 11.01(a)(iii) of this Agreement.

“Rules” means Rule 501(a)(1), (2), (3), (7), (8), (9), (12), and (13) under the Securities Act.

“Scheduling Motion” means the motion filed by the Debtors seeking an order scheduling a hearing to consider approval of the Disclosure Statement and a hearing to consider confirmation of the Plan, which hearings may be combined.

“Scheduling Order” means the order entered by the Bankruptcy Court approving the Scheduling Motion.

“Securities Act” means the Securities Act of 1933, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Senior Noteholder Forbearance Agreement” means the amended and restated Senior Noteholder Forbearance Agreement dated as of the Agreement Effective Date, by and among the Parent, GTT Americas, LLC, a Delaware limited liability company, GC Pivotal, LLC, a Delaware limited liability company, Communication Decisions – SNVC, LLC, a Virginia limited liability company, Electra Ltd., a Virginia corporation, Core180, LLC, a Delaware limited liability company, GTT RemainCo, LLC, a Delaware limited liability company, GTT Apollo Holdings, LLC, a Delaware limited liability company, GTT Apollo, LLC, a Delaware limited liability company and Interoute US LLC, a Delaware limited liability company, and the Noteholders party thereto, in the form attached to this Agreement as Exhibit G, as amended, restated, waived, supplemented, or otherwise modified from time to time in accordance with its terms.

“Senior Notes” means those certain 7.875% Senior Notes due 2024 issued pursuant to the Senior Notes Indenture.

“Senior Notes Claims” has the meaning set forth in the Restructuring Term Sheet.

“Senior Notes Indenture” means that certain Indenture, dated as of December 22, 2016, by and among the Parent (as successor by merger to GTT Escrow Corporation), the guarantors party thereto, and Wilmington Trust, National Association, as trustee (as amended, restated, waived, supplemented, or otherwise modified from time to time in accordance with its terms).

“Solicitation Materials” means any materials related to the solicitation of votes for the Plan pursuant to sections 1123, 1126, and 1143 of the Bankruptcy Code.

“SPC Charter” means the Amended and Restated Strategic Planning Committee Charter adopted by the Board of Directors of the Parent on December 28, 2020 (as amended, restated, modified, or supplemented from time to time in accordance with the terms of this Agreement).

“Spruce House” has the meaning set forth in the definition of “Spruce House Transfer” in this Section 1(a).

“Spruce House Consent Right” means the right of Spruce House to consent to or approve any modifications, amendments, or supplements to, or waivers of conditions or requirements of, (i) this Agreement, or (ii) any of the Definitive Documents (or any amendments, modifications, or supplements hereto or thereto) that, in the case of (i) or (ii), as applicable, materially and adversely affects, directly or indirectly, (x) the Spruce House Transfer or the Stock Transfer Agreement, (y) any release or exculpation granted in favor of or by Spruce House or its Affiliates or (z) Section 15.12(B) of this Agreement, which consent, as to each of (i) and (ii), shall not be unreasonably withheld, conditioned, or delayed.

“Spruce House Transfer” shall mean the transfer to the Company of all of Equity Interests of the Company beneficially owned by The Spruce House Partnership, LLC (“Spruce House”), a Consenting Equity Holder, and/or any of its Affiliates, which shall be for no consideration and shall be effectuated, with respect to the Equity Interests beneficially owned by Spruce House, pursuant to an agreement between the Company and Spruce House (the “Stock Transfer Agreement”) in the form attached hereto as Exhibit H.

“Stock Transfer Agreement” has the meaning set forth in the definition of “Spruce House Transfer” in this Section 1(a).

“Strategic Planning Committee” means the strategic planning committee of the Board of Directors of the Parent.

“Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Sections 11.01, 11.02, 11.03, 11.04, 11.05, 11.06, or 11.07.

“Term Loan Claims” means, subject to Section 15.24, the 2020 EMEA Term Loan Claims, the Original EMEA Term Loan Claims, and the U.S. Term Loan Claims.

“Term Loans” means, collectively, the 2020 EMEA Term Loans, the Original EMEA Term Loans, and the U.S. Term Loans.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate, or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions).

“Transfer Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit I.

“TRS” means TRS Advisors, a group within the investment banking division of Piper Sandler & Co. as investment banker to the Company.

“U.S. Term Loan Claims” has the meaning set forth in the Restructuring Term Sheet.

“U.S. Term Loan Lenders” means the lenders party to the Credit Agreement who have extended U.S. Term Loans to the Parent and hold U.S. Term Loan Claims.

“U.S. Term Loans” means any term loans made to the Parent pursuant to the Credit Agreement.

(b)Interpretation. For purposes of this Agreement:

(i)in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;

(ii)capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the other form;

(iii)unless otherwise specified, any reference in this Agreement to an existing document, schedule or exhibit shall mean such document, schedule or exhibit, as it may have been or may be amended, restated, supplemented or otherwise modified from time to time; notwithstanding the foregoing, any capitalized terms in this Agreement that are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date of this Agreement;

(iv)unless otherwise specified, all references in this Agreement to “Sections” are references to Sections of this Agreement;

(v)the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

(vi)captions and headings to Sections of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(vii)references to “shareholders,” “directors” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company Laws;

(viii)the use of “include” or “including” is without limitation, whether stated or not; and

(ix)the phrase “counsel to the Consenting Stakeholders” refers in this Agreement to each counsel specified in Section 15.11 of this Agreement other than counsel to the Company Parties.

Section 2.Agreement Effective Date; Form of Restructuring.

(a)Agreement Effective Date. This Agreement shall become effective and binding upon each of the Parties at 12:01 a.m. (prevailing Eastern Time) on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:

(i)each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Consenting Stakeholders;

(ii)the following shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties and the Consenting Stakeholders:

(A)holders of at least a majority of the aggregate outstanding principal amount of the Priming Facility Term Loans;

(B)holders of at least a majority of the aggregate outstanding principal amount of the Revolving Loans;

(C)holders of at least a majority of the aggregate outstanding principal amount of the Term Loans;

(D)beneficial owners (or nominees, investment advisors, sub-advisors, or managers of accounts that are beneficial owners) of at least a majority of the aggregate outstanding principal amount of the Senior Notes; and

(E)I Squared;

(iii)counsel to the Company Parties shall have given notice to counsel to the Consenting Stakeholders (by electronic mail or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2 have occurred;

(iv)the Credit Agreement Forbearance and Consent shall have been executed and delivered by the Required Lenders and Required Revolving Lenders (each as defined in the Credit Agreement) and the forbearance obligations therein contemplated to be in effect prior to the Petition Date shall be effective;

(v)the Senior Noteholder Forbearance Agreement and Priming Facility Credit Agreement Amendment shall be in full force and effect;

(vi)the I Squared Infrastructure Sale Agreement Amendment shall have been executed; and

(vii)the I Squared Infrastructure Sale Agreement shall not have been terminated.

(b)Form of Restructuring. The principal terms of the Restructuring are set forth in the Restructuring Term Sheet and will be implemented through the I Squared Infrastructure Sale and the Plan on terms consistent with this Agreement.

Section 3.Definitive Documents.

(a)The Definitive Documents governing the Restructuring shall consist of this Agreement and each of the following documents:

(i)the I Squared Infrastructure Sale Agreement Amendment;

(ii)the Disclosure Statement, other Solicitation Materials, and the Disclosure Statement Order and any supplements thereto;

(iii)the Confirmation Order;

(iv)the Plan (and all exhibits thereto);

(v)the Plan Supplement;

(vi)the Scheduling Motion and Scheduling Order;

(vii)the New Corporate Governance Documents;

(viii) the Cash Collateral Orders;

(ix)the New GTT Financing Documentation;

(x)any amendments, restatements, waivers, supplements or other modifications to the Credit Agreement Forbearance and Consent, Credit Agreement or the CAM Agreement;

(xi)any amendments, restatements, waivers, supplements or other modifications to the Senior Notes Indenture;

(xii)any amendments, restatements, waivers, supplements, or other modifications to the Priming Facility Credit Agreement;

(xiii)the Noteholder New Common Equity Investment Documents;

(xiv)the New Warrant Documentation;

(xv)all material pleadings filed by the Company in connection with the Chapter 11 Cases, including the First Day Pleadings and all orders sought in connection therewith;

(xvi)the I Squared Infrastructure Sale Assumption Motion (if applicable), the I Squared Infrastructure Sale Assumption Order, any amendments to the I Squared Infrastructure Sale Agreement entered into from and after the Agreement Effective Date and any amendments to the I Squared Infrastructure Sale Transaction Documents (other than the I Squared Infrastructure Sale Agreement) entered into from and after the Agreement Effective Date or any related new agreements that are reasonably likely to have a material economic impact on the I Squared Infrastructure Sale, the Company or the Restructuring Transactions;

(xvii)the Management Incentive Plan;

(xviii)all material filings as may be required by the FCC or any Governmental Regulatory Authority in connection with the Restructuring; and

(xix)such other agreements, instruments, and documentation as may be necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet, or the Plan.

(b)Any Definitive Documents not executed or in a form attached to this Agreement remain subject to negotiation and completion. The Definitive Documents and every other document, deed, agreement, filing, notification, letter, or instrument related to the Restructuring shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and, subject to Section 15.24, shall be in form and substance reasonably acceptable to (x) the Company Parties and the Required Consenting Creditors and (y)(i) solely with respect to matters for which the I Squared Consent Right applies, I Squared, (ii) solely with respect to matters for which the Consenting Revolving Lenders Consent Right applies, the Required Consenting Revolving Lenders, (iii) solely if the Consenting Equity Holders Consent Condition has been satisfied, with respect to matters for which the Consenting Equity Holders Consent Right applies, the Required Consenting Equity Holders; and (iv) solely with respect to matters for which the Spruce House Consent Right applies, Spruce House. During the Agreement Effective Period, the Definitive Documents shall not be amended, modified, waived, or supplemented in a manner inconsistent with this Agreement without the prior written consent (with e-mail from counsel being sufficient) of the Required Consenting Creditors and, solely as and to the extent applicable pursuant to the immediately preceding sentence, the other applicable Required Consenting Stakeholders, in each case, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that if any such amendment, modification, waiver, or supplement has a material, disproportionate, and adverse effect on any of the Consenting Creditor Claims held by any Consenting Creditor, or on the treatment of such Consenting Creditor Claims, then the consent of each such affected Consenting Creditor shall also be required to effectuate such modification, amendment, waiver, or supplement. The Required Consenting Creditors shall have reasonable consultation rights with respect to any amendments to the I Squared Infrastructure Sale Transaction Documents (other than the I Squared Infrastructure Sale Agreement) entered into from and after the Agreement Effective Date or any related new agreements.

Section 4.Commitments of the Consenting Creditors, Consenting Equity Holders and Spruce House.

4.01. General Commitments, Forbearances, and Waivers.

(a)During the Agreement Effective Period, subject to Section 4.04 of this Agreement, each Consenting Creditor and Consenting Equity Holder, severally, and not jointly, agrees in respect of itself and all of its Company Claims/Interests to use commercially reasonable efforts to:

(i)support the Restructuring and the I Squared Infrastructure Sale and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate), in each case, in favor of any matter requiring approval to the extent necessary to implement the Restructuring and the I Squared Infrastructure Sale, to the extent consistent with this Agreement;

(ii)cooperate in good faith with the Company Parties in obtaining additional support for the Restructuring and the I Squared Infrastructure Sale from the Company Parties’ other stakeholders, including any official committee appointed during the Chapter 11 Cases, and obtaining additional support for this Agreement within a period of ten (10) Business Days following the Agreement Effective Date;

(iii)validly and timely deliver, and not withdraw, the consents, proxies, signature pages, tenders, ballots, or other means of voting or participation in the Restructuring (including causing its nominee or custodian, if applicable, on behalf of itself and the accounts, funds, or affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and timely deliver and not withdraw) with respect to all of its Company Claims/Interests (which, for the avoidance of doubt, shall include all of the Priming Facility Claims, Revolving Claims, Term Loan Claims, Hedging Claims, Senior Notes Claims, and Existing GTT Equity Interests (in each case, if applicable, and outstanding) set forth in such Consenting Stakeholder’s Holdings Confirmation, Transfer Agreement, or Joinder, as applicable, together with any other Company/Claims Interests acquired during the Agreement Effective Period);

(iv)give any notice, order, instruction, or direction to the applicable Agent or Indenture Trustee necessary to give effect to the Restructuring and the I Squared Infrastructure Sale, in each case to the extent consistent with this Agreement and/or the Plan, including, but not limited to, to the extent applicable, entering into, amending, and/or extending the duration of the Credit Agreement Forbearance and Consent, Senior Noteholder Forbearance Agreement and the Foreign Obligor Forbearance Agreement to reflect any amendments or extensions of duration of the Outside Date or other Milestones under this Agreement;

(v)negotiate in good faith to execute and implement, as applicable, the Definitive Documents to which it is required to be a party or for which its consent is required in a manner consistent with this Agreement;

(vi)cooperate and coordinate with the Company Parties to consummate the Restructuring and execute any ancillary document and give any notice, order, instruction or direction necessary and required by any Definitive Document, to support, facilitate, implement, consummate, or otherwise give effect to the Restructuring, using commercially reasonable efforts to obtain, or support the Company Parties in obtaining, as applicable, any federal, state, local, and foreign regulatory approvals that are necessary to consummate the Restructuring, including providing all information reasonably requested and required by the Company Parties in connection with the preparing and filing of any notices, filings and applications in connection with such approvals;

(vii)subject to the express terms and conditions of this Agreement, cooperate and coordinate with the Company Parties and I Squared, as necessary, to support and consummate the I Squared Infrastructure Sale in accordance with this Agreement (including the Milestones) and the I Squared Infrastructure Sale Agreement, including executing any document and giving any notice, order, instruction, or direction necessary to support, facilitate, implement, consummate, or otherwise give effect to the I Squared Infrastructure Sale;

(viii)support the Company in opposing any motion filed with the Bankruptcy Court by any Party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Chapter 11 Cases;

(ix)negotiate in good faith to execute and deliver any appropriate additional or alternative provisions or agreements to address any legal or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring and the I Squared Infrastructure Sale;

(x)obtain any and all required governmental, regulatory, and/or third-party approvals for the Restructuring, including Antitrust/FDI Approval, the Governmental Approvals, and any and all approvals required of any other U.S. or foreign regulatory agencies (in each case, if and as required, or otherwise reasonably deemed advisable by the Company and the Required Consenting Creditors after good faith discussions, to the extent such approval is required to be obtained by such Consenting Creditor(s)), including, as applicable, (A) promptly commence any required regulatory approval processes, including (1) cooperate in the preparation, filing and prosecution of any required notices, filings and applications with any relevant Governmental Regulatory Authority or Antitrust/FDI Authority, including by providing the Company Advisors with advance copies of any such notices, filings, and applications within a reasonable amount of time to allow for the provision of comments and (2) oppose any petitions to deny or other pleadings or objections filed or any request, attempt, or offer to impose any such conditions or limitations on any approvals with respect to such notices and applications, (B) evaluate in cooperation and coordination with the Company Advisors, the path to approval by each jurisdiction, (C) where prior approval is not required, provide any required notifications to any applicable Governmental Regulatory Authority or Antitrust/FDI Authority with respect to the Restructuring, (D) promptly respond to any reasonable request by any Governmental Regulatory Authority or Antitrust/FDI Authority for any additional information, filing, documents, or other submissions, (E) take, or assist in the taking of, any and all commercially reasonable steps to obtain the required Governmental Approval or Antitrust/FDI Approvals without undue delay, and (F) provide the Company Advisors with regular progress reports with respect to regulatory approval processes, provided, that any agreements with or commitments to any applicable Governmental Regulatory Authority or Antitrust/FDI Authority, including any decision to accept and/or not to oppose any proposed material conditions or limitations on any such required approvals shall be subject to such conditions or limitations being commercially reasonable, applicable only to the Company’s business and not having or likely to have any adverse effect that would be material to the Consenting Creditors, and shall require the prior approval of the Company, not to be unreasonably withheld, conditioned, or delayed;

(xi)(A)(1) cooperate in the preparation, filing and prosecution of any FCC Applications (including the FCC Pro Forma Notices), and (2) oppose any petitions to deny or other pleadings or objections filed or any request, attempt, or offer to impose any such conditions or limitations on any approvals with respect to such FCC Applications, (B) evaluate in cooperation and coordination with the Company Advisors,

the path to approval by each jurisdiction, (C) promptly respond to any reasonable request by the FCC for any additional information, filing, documents, or other submissions, and (D) take, or assist in the taking of, any and all commercially reasonable steps to obtain the required FCC Approval, without undue delay, provided, that any material agreements with or commitments to the FCC, including any decision to accept and/or not to oppose any proposed material conditions or limitations on FCC Approval shall be subject to such conditions or limitations being commercially reasonable, applicable only to the Company’s business and not having or likely to have any adverse effect that would be material to the Consenting Creditors, and shall require the prior approval of the Company, not to be unreasonably withheld, conditioned, or delayed; and

(xii)subject to the terms and conditions of this Agreement, cooperate with the Company Parties, as reasonably necessary, in connection with any filing or other submission to the Defense Counterintelligence and Security Agency to effectuate continuance of the Company’s facility and personnel security clearances after consummation of the Restructuring.

(b)During the Agreement Effective Period, each Consenting Creditor and Consenting Equity Holder, severally, and not jointly, agrees, in respect of all of its Company Claims/Interests that it shall not directly or indirectly, and shall not direct any other Entity to:

(i)object to, delay, impede, or take any other action that is reasonably likely to interfere with the acceptance, implementation, or consummation of the Restructuring or the I Squared Infrastructure Sale;

(ii)object to, delay, impede, or take any other action that is reasonably likely to interfere with the use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Orders;

(iii)propose, file, support, solicit, or vote for any Alternative Restructuring;

(iv)file or have filed on its behalf any motion, pleading, or other document with any Chosen Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Definitive Documents;

(v)exercise any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests that is inconsistent with this Agreement or any of the Definitive Documents;

(vi)initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement, the Chapter 11 Cases, or the Restructuring contemplated in this Agreement against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement or any Definitive Document;

(vii)other than as contemplated by this Agreement and the Restructuring Term Sheet, object to, delay, impede, or take any other action to interfere

with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or

(viii)object to, materially delay or impede, or take any other action to materially interfere, directly or indirectly (including through its representatives and advisors) with, the Spruce House Transfer or with the filing, processing or approval of any application to any Governmental Regulatory Authority or court seeking any required authorization or approval of the Spruce House Transfer.

4.02. Commitments with Respect to Chapter 11 Cases.

(a)During the Agreement Effective Period, each Consenting Creditor and Consenting Equity Holder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall, subject to receipt by such Consenting Creditor or Consenting Equity Holder of the Solicitation Materials, whether before or after the commencement of the Chapter 11 Cases:

(i)use commercially reasonable efforts to support confirmation of the Plan, including the solicitation, confirmation, and consummation of the Plan, as may be applicable and not direct and/or instruct any Agent and/or the Indenture Trustee to take any actions inconsistent with this Agreement or the Restructuring Term Sheet;

(ii)vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the votes on the Plan and its actual receipt of the Solicitation Materials and the applicable ballot(s);

(iii)to the extent it is permitted to elect whether to opt-out of or opt-in to any of the releases set forth in the Plan, elect (A) not to opt-out of or (B) to opt-in to, as applicable, such releases by timely delivering its duly executed and completed ballot(s) indicating such election; and

(iv)not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (iii) and (iv) above; provided, that nothing in this Agreement shall prevent any Consenting Creditor or Consenting Equity Holder from changing, withholding, amending, or revoking (or causing the same) its vote, election, or consent with respect to the Plan if this Agreement has been terminated with respect to such Consenting Creditor or Consenting Equity Holder in accordance with its terms.

(b)During the Agreement Effective Period, each Consenting Creditor and Consenting Equity Holder, in respect of each of its Company Claims/Interests, will not directly or indirectly object to, delay, impede, or take any other action in violation of this Agreement that is reasonably likely to interfere with the filing of the I Squared Infrastructure Sale Assumption Motion (if applicable) or the entry of the I Squared Infrastructure Sale Assumption Order, entry of the Confirmation Order, as applicable, by the Bankruptcy Court, approval of the I Squared Release consistent with Section 14.02 of this Agreement, or any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is consistent with this Agreement.

(c)During the Agreement Effective Period, each Consenting Creditor and Consenting Equity Holder, in respect of each of its Company Claims/Interests, will not directly or indirectly object to, delay, impede, interfere or take any other action in violation of this Agreement that is reasonably likely or intended to delay, impede, interfere with, or frustrate assumption of all I Squared Infrastructure Sale Transaction Documents to which a Debtor is a party.

(d)During the Agreement Effective Period, each Consenting Creditor and Consenting Equity Holder, in respect of each of its Company Claims/Interests, will not directly or indirectly object to, delay, impede, interfere, or take any other action in violation of this Agreement that is reasonably likely or intended to delay, impede, interfere with, or frustrate the I Squared Release.

4.03. Commitment of Spruce House.

During the Agreement Effective Period, Spruce House agrees to use commercially reasonable efforts to promptly (and in any event, no later than five (5) Business Days after the Agreement Effective Date, so long as the Stock Transfer Agreement has been executed by the applicable parties) (i) file and diligently pursue all commercially reasonable steps within its control that are reasonably necessary to obtain, from any Governmental Regulatory Authority or court to the extent required under applicable law, authorization or approval of the Spruce House Transfer as expeditiously as practicable (with the costs with respect thereto paid by Spruce House), including (A) replying to any inquiries or requests from such Governmental Regulatory Authority or court relating to the processing of such applications, and (B) opposing any objections to such application filed with any Governmental Regulatory Authority or court; and (ii) cooperate with the Company in causing the Spruce House Transfer to occur, and obtaining any required authorization or approvals from any Governmental Regulatory Authority or court in connection therewith.

4.04. Additional Provisions Regarding the Consenting Stakeholders’ Commitments.

(a)Nothing in this Agreement shall require any Consenting Creditor or Consenting Equity Holder to: (i) incur any expenses, liabilities, or other obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Consenting Creditor or Consenting Equity Holder or their respective Affiliates; or (ii) provide to the other Parties any information that it reasonably determines to be sensitive or confidential (except to the extent that such information is necessary for the preparation and submission of any required notices, filings, or applications with any relevant Governmental Regulatory Authority, Antitrust/FDI Authority, the FCC or the Defense Counterintelligence and Security Agency by or involving such Consenting Creditor, in which case such information may be shared with the Company Advisors on an outside-counsel only basis).

(b)Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall: (i) affect the ability of any Consenting Creditor or Consenting Equity Holder to consult with any other Consenting Creditor or Consenting Equity Holder, the Company, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (ii) impair or waive the rights of

any Consenting Creditor or Consenting Equity Holder to exercise any right or remedy or raise any objection permitted under this Agreement in connection with the Restructuring or the I Squared Infrastructure Sale or to exercise any right or remedy provided under the Confirmation Order or any other Definitive Document; or (iii) prevent I Squared or any Consenting Creditor or Consenting Equity Holder from enforcing this Agreement or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

(c)Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Consenting Creditors from objecting to, or otherwise contesting, any relief from the automatic stay sought by I Squared and/or supported by the Debtors in the Chapter 11 Cases for purposes of seeking a deduction or setoff from the Deferred Consideration (as defined in the I Squared Infrastructure Sale Agreement Amendment).

Section 5.Commitments of the Company.

5.01. Affirmative Commitments. Except as set forth in Section 5.03, during the Agreement Effective Period, the Company agrees to use commercially reasonable efforts to:

(a)support and take all steps reasonably necessary or desirable to consummate the Restructuring in accordance with the terms of this Agreement (including the Milestones);

(b)support and take all steps reasonably necessary or desirable to consummate the I Squared Infrastructure Sale and effect the I Squared Infrastructure Sale Proceeds Paydown prior to commencing the Chapter 11 Cases (to the extent the RSA Holdings Condition is satisfied) and in accordance with this Agreement (including the Milestones) and the I Squared Infrastructure Sale Agreement, including (i) entering into the I Squared Infrastructure Sale Agreement Amendment, (ii) filing the I Squared Infrastructure Sale Assumption Motion, if applicable, and obtaining the entry of either the I Squared Infrastructure Sale Assumption Order or the Confirmation Order, as applicable, by the Bankruptcy Court approving assumption of all I Squared Infrastructure Sale Transaction Documents by the applicable Debtor(s) party to each I Squared Infrastructure Sale Transaction Document and (iii) obtaining entry of the Confirmation Order approving the I Squared Release consistent with Section 14.02 of this Agreement;

(c)support and take all steps reasonably necessary or desirable to propose, prosecute, and consummate the Plan, which to the extent that an I Squared Infrastructure Sale Approval Motion is not filed, shall (i) provide for the assumption of all I Squared Infrastructure Sale Transaction Documents by the applicable Debtor(s) party to each I Squared Infrastructure Sale Transaction Document, consistent with the terms of the I Squared Infrastructure Sale Agreement and consistent with this Agreement, and (ii) provide for the I Squared Release as set forth more fully in Section 14.02 of this Agreement;

(d)support and take all steps reasonably necessary and desirable to obtain entry of the Cash Collateral Orders, the Disclosure Statement Order, and the Confirmation Order;

(e)to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring or the I Squared Infrastructure Sale, take all steps reasonably necessary or desirable to address any such impediment;

(f)to obtain any and all required governmental, regulatory, and/or third-party approvals for the Restructuring and the I Squared Infrastructure Sale, including FCC Approval, Antitrust/FDI Approval, the Governmental Approvals, and any and all approvals required of any other U.S. or foreign regulatory agencies (in each case, if and as required, or otherwise reasonably deemed advisable by the Company and the Required Consenting Creditors after good faith discussions), including, as applicable, (i) promptly commence any required regulatory approval processes, including (x) cooperate in the preparation, filing and prosecution of any FCC Applications (including the FCC Pro Forma Notices), and any required notices, filings and applications with any relevant Governmental Regulatory Authority or Antitrust/FDI Authority, including by providing the Consenting Creditors’ Advisors with advance copies of any such notices, filings and applications within a reasonable amount of time to allow for the provision of comments, and (y) oppose any petitions to deny or other pleadings or objections filed or any request, attempt, or offer to impose any such conditions or limitations on any approvals with respect to such notices and applications, (ii) evaluate in cooperation and coordination with the Consenting Creditors’ Advisors, the path to approval by each jurisdiction, (iii) where prior approval is not required, provide any required notifications to the FCC or any applicable Governmental Regulatory Authority or Antitrust/FDI Authority with respect to the Restructuring and the I Squared Infrastructure Sale, (iv) promptly respond to any reasonable request by the FCC, any Governmental Regulatory Authority, or Antitrust/FDI Authority for any additional information, filing, documents, or other submissions, (v) take, or assist in the taking of, any and all commercially reasonable steps to obtain the required Governmental Approval, Antitrust/FDI Approvals, or FCC Approval without undue delay, and (vi) provide the Consenting Creditors’ Advisors with regular progress reports with respect to regulatory approval processes and, at the reasonable request of the Consenting Creditors’ Advisors, make any informal inquiry regarding expediting such regulatory approval processes, provided, that any agreements with or commitments to the FCC, or any applicable Governmental Regulatory Authority or Antitrust/FDI Authority, including any decision to accept and/or not to oppose any proposed material conditions or limitations on any such required approvals shall require the prior approval of the Required Consenting Creditors, not to be unreasonably withheld, conditioned or delayed;

(g)subject to the terms and conditions of this Agreement, cooperate with the Consenting Creditors, as necessary, in connection with any filing or other submission to the Defense Counterintelligence and Security Agency to effectuate continuance of the Company’s facility and personnel security clearances after consummation of the Restructuring;

(h)negotiate in good faith and execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring and the I Squared Infrastructure Sale as contemplated by this Agreement and the I Squared Infrastructure Sale Agreement;

(i)seek additional support for the Restructuring, the I Squared Infrastructure Sale, and any other required agreements to effectuate and consummate the Restructuring as contemplated by this Agreement from its other material stakeholders;

(j)promptly provide the Consenting Creditors’ Advisors and I Squared’s advisors with notice of satisfaction of the RSA Holdings Condition, and in any event no later than one (1) calendar day following the satisfaction thereof;

(k)(i) provide the Consenting Creditors’ Advisors with draft copies of (x) all First Day Pleadings at least three (3) Business Days in advance of the Petition Date and (y) any other material motions, documents, and other pleadings materially affecting any Consenting Creditor (including, but not limited to, all second-day pleadings, the Plan, the Disclosure Statement, ballots and other Solicitation Materials, any proposed amended version of the Plan or the Disclosure Statement, a proposed Disclosure Statement Order, a proposed Confirmation Order, and any other Definitive Document) that the Company intends to file with the Bankruptcy Court, promptly but in no event later than three (3) Business Days in advance of the filing thereof and (ii) without limiting any approval rights set forth in this Agreement, consult in good faith with the Consenting Creditors’ Advisors regarding any comments to draft copies provided pursuant to sub-clause (i);

(l)timely file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing the Chapter 11 Cases, or (iv) subject to the facts known to the Company as of the Agreement Effective Date remaining unchanged, and subject to the Company’s fiduciary duties, challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Consenting Creditor Claims or the liens securing the Consenting Creditor Claims (as applicable);

(m)timely file a formal objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a chapter 11 plan, as applicable;

(n)provide the Consenting Creditors’ Advisors with (i) regular updates as to the status of the Internal Review, the Restatement, and the Restated Financial Statements, reasonable access to the Parent’s interim Chief Financial Officer, and (ii) two (2) days in advance drafts of any press releases and filings with the SEC relating to the Internal Review, Restatement, or Restated Financial Statements;

(o)upon reasonable request of any of the Consenting Creditors’ Advisors, inform the applicable advisors as to (i) the material business and financial (including liquidity) performance of the Company, (ii) the status and progress of the Restructuring, (iii) the status and progress of the negotiations of the Definitive Documents, (iv) the status and progress of the I Squared Infrastructure Sale, (v) the status of the Company’s negotiations with other material stakeholders, including, to the extent applicable, any official committee appointed in the Chapter 11 Cases, and (vi) the status of obtaining any

necessary or desirable authorizations, consents, or approvals from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body, provided, that notwithstanding this Section 5.01(o)(vi), the Company Parties shall provide regular process updates regarding the FCC Approval and Governmental Approvals, as applicable;

(p)(i) operate the business of the Company Parties in the ordinary course of business in a manner that is consistent with this Agreement and past practices, and preserve intact the Company Parties’ business organization and relationships with third parties (including suppliers, distributors, customers, and governmental and regulatory authorities (including the FCC)) and employees, (ii) subject to entry into commercially reasonable Confidentiality Agreements with the Company Parties, keep the Consenting Creditors reasonably informed about the operations of the Company Parties, (iii) subject to entry into commercially reasonable Confidentiality Agreements with the Company Parties, provide the Consenting Creditors any information reasonably requested regarding the Company Parties and provide, and direct the Company Parties’ employees, officers, advisors, and other representatives to provide, to the Consenting Creditors (A) reasonable access during normal business hours on reasonable advance notice to the Company Parties’ representatives and without disruption to the operation of the Company Parties’ business, (B) reasonable access to the management and advisors of the Company Parties on reasonable advance notice to such persons and without disruption to the operation of the Company Parties’ business for the purposes of evaluating the Company Parties’ assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs and (C) such other information as reasonably requested by the Consenting Creditors’ Advisors, (iv) promptly notify the Consenting Creditors’ Advisors of any material governmental or third party complaints, litigations, inquires, orders to show cause, cease and desist orders, notices of violation, notice of apparent liability, orders of forfeiture, investigations, or hearings (or communications indicating that any of the foregoing is contemplated or threatened) (the parties acknowledge and agree that any written filings by, before, or with the FCC in which the Company Parties are seeking regulatory approval to emerge from bankruptcy is deemed material for purposes of this Section 5.01(p)(iv)), and (v) cooperate in good faith to structure the Restructuring Transactions in a tax efficient manner, and analyze additional asset-level information and, as appropriate, evaluate potential alternative value-maximizing structures; provided, that notwithstanding the foregoing, the Company shall not be required to (1) permit any inspection, or to disclose any information, that in the reasonable judgment of the Company, would cause the Company to violate its respective obligations with respect to confidentiality to a third party if the Company used its commercially reasonable efforts to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (2) to disclose any legally privileged information of the Company, or (3) to violate applicable Law;

(q)reasonably consult with the Consenting Creditors’ Advisors regarding the assumption or rejection of any executory contracts or unexpired leases prior to confirmation of the Plan;

(r)after the entry of the Confirmation Order, if requested by the Ad Hoc Lender Group, (i) cause Anthony M. Abate and/or Sherman Edmiston III to resign from the Board of Directors of the Parent and the Strategic Planning Committee and (ii) cause up to two additional directors selected by the Ad Hoc Lender Group and who have been

designated to serve on the New Board by the Ad Hoc Lender Group, as set forth in the Plan Supplement, to be appointed to the Board of Directors of the Parent and the Strategic Planning Committee to replace Anthony M. Abate and/or Sherman Edmiston III, as applicable; provided, that, if the Ad Hoc Noteholder Group selects Sherman Edmiston III to serve on the New Board as set forth in the Plan Supplement, then the Ad Hoc Lender Group shall not be able to request the removal of Sherman Edmiston III without the consent of the Ad Hoc Noteholder Group;

(s)(i) substantially complete the Internal Review, and (ii) publicly file the Restated Financial Statements, in addition to all other outstanding financial statements (i.e. for the quarters ended June 30, 2020, September 30, 2020, March 31, 2021, and June 30, 2021 and for the year ended December 31, 2020), with the SEC; and

(t)promptly (and in any event, no later than five (5) Business Days after the Agreement Effective Date, so long as the Stock Transfer Agreement has been executed by the applicable parties) (i) file and diligently pursue all commercially reasonable steps within its control that are reasonably necessary to obtain, from any Governmental Regulatory Authority or court to the extent required under applicable law, authorization or approval of the Spruce House Transfer as expeditiously as practicable (with the costs with respect thereto paid by Spruce House), including (A) replying to any inquiries or requests from such Governmental Regulatory Authority or court relating to the processing of such applications, and (B) opposing any objections to such application filed with any Governmental Regulatory Authority or court; and (ii) cooperating with Spruce House in causing the Spruce House Transfer to occur, and obtaining any required authorization or approvals from any Governmental Regulatory Authority or court in connection therewith.

5.02. Negative Commitments. Except as set forth in Section 5.03 or with the prior written consent of the Required Consenting Stakeholders (subject to the I Squared Consent Right, the Consenting Revolving Lenders Consent Right and the Consenting Equity Holders Consent Right, as applicable), which consent shall not be unreasonably withheld, conditioned, or delayed, during the Agreement Effective Period, each Company Party shall not directly or indirectly, and shall cause their respective subsidiaries not to:

(a)object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring, the I Squared Infrastructure Sale, or the Plan;

(b)take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring, the I Squared Infrastructure Sale, or the Plan;

(c)modify the I Squared Infrastructure Sale Agreement, the I Squared Infrastructure Sale Agreement Amendment, the Plan, or any other Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in any material respect;

(d)file any motion, pleading, or Definitive Document (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement (including the

consent rights of the applicable Consenting Stakeholders set forth in this Agreement as to the form and substance of such motion, pleading, or other Definitive Document) or the Plan;

(e)except with respect to the I Squared Infrastructure Sale, any transaction contemplated by the First Day Pleadings (on the terms set forth in such First Day Pleading and any agreement or form of agreement attached thereto), or otherwise consented to in writing by the Required Consenting Creditors prior to the Agreement Effective Date, (i) sell (including by means of any sale leaseback transaction and by means of merger, consolidation, amalgamation and liquidation), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any material properties or material assets of the Company, including any Equity Interests or, in the case of any Credit Party, sell (including by means of any sale leaseback transaction and by means of merger, consolidation, amalgamation and liquidation), lease, mortgage, pledge, grant, or incur any encumbrance on, or otherwise Transfer, any assets, including any Equity Interests, directly owned by such Credit Party to any Subsidiary of the Parent that is not a Credit Party outside the ordinary course of business, (ii) purchase, lease, or otherwise acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any material assets or material properties, or (iii) commence any liquidation or wind down process with respect to any Company Party’s business or enter into any agreement or arrangement, or modification to any agreement or arrangement, in connection therewith;

(f)(i) enter into or amend any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with respect to the Company’s executive officers unless approved by the Compensation Committee of the Board of Directors of the Parent and a majority of the members of the Strategic Planning Committee appointed in January 2021 (Anthony M. Abate, Sherman Edmiston III, and Eugene Davis) (“Majority SPC Member Approval”); provided, that for the avoidance of doubt, retention payments, including to senior management, will be paid prior to filing the Chapter 11 Cases as contemplated in the GTT Communications, Inc. PTL Forecast #9, dated August 12, 2021, provided by the Company; or (ii) make any change to any post-employment, retirement, or similar plan or program, severance agreement, or similar arrangement (in each case, other than in the ordinary course of business consistent with past practices or pursuant to a plan, program, agreement, arrangement or policy) in effect as of the Agreement Effective Date with respect to any former insider (as of the Agreement Effective Date) unless such actions and payments are approved by the Compensation Committee of the Board of Directors of the Parent and receive Majority SPC Member Approval; provided, that for the avoidance of doubt, changes with respect to employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements with respect to non-executive officers can be made in the ordinary course of business;

(g)amend, modify, supplement, waive, or otherwise change, or consent or agree to any amendment, modification, supplement, waiver, or other change to the terms

or provisions contained in any Company Party’s Corporate Governance Documents that would reasonably be expected to adversely affect the Consenting Creditors in any material respect;

(h)reject executory contracts or unexpired leases without the consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, that the Company shall use commercially reasonable efforts to provide three (3) Business Days’ prior written notice to the Consenting Creditors’ Advisors of any rejection of any executory contract or unexpired lease, which notice shall include an analysis underlying the Company’s decision to reject such executory contract or unexpired lease, including adequate information supporting such analysis and decision and, absent written notification to the Company Advisors during that period that the Required Consenting Creditors do not consent, the Consenting Creditors shall be deemed to have consented to any such rejection; provided further that the Required Consenting Creditors shall have reasonable consultation rights with respect to the assumption or rejection of all I Squared Infrastructure Sale Transaction Documents by the applicable Debtor(s) party to each I Squared Infrastructure Sale Transaction Document;

(i)pay any prepetition Claim held by any of the Debtors’ vendors except in compliance with the First Day Pleadings and the budgets in connection with the Priming Facility Credit Agreement and/or the Cash Collateral Orders;

(j)enter into or amend, adopt, restate, supplement or otherwise modify in any material respect any contracts or leases involving payments by the Company that are inconsistent with the Approved Budget without consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed;

(k)file any motion with the Bankruptcy Court seeking the entry of an order (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing any of the Chapter 11 Cases, or (iv) challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of, any portion of the Consenting Creditor Claims or the liens securing the Consenting Creditor Claims, or asserting any other cause of action against and/or with respect or relating to any portion of the Consenting Creditor Claims or the liens securing the Consenting Creditor Claims (as applicable);

(l)incur Indebtedness (as defined under the Credit Agreement) described in clause (i) of the definition thereof in the Credit Agreement, other than (x) Indebtedness incurred pursuant to Section 7.04(e) of the Credit Agreement and (y) Indebtedness incurred in the ordinary course of business pursuant to Section 7.04(k) of the Credit Agreement or permit, authorize, or take any action (or otherwise assist in a third party in taking any action) that grants any lien on any property of the U.S. Borrower or subsidiary thereof to secure (or purport to secure) the Senior Notes;

(m)make, or cause to be made, any payment with respect to principal (other than amortization) due on account of 2018 Credit Facility Claims or Senior Notes Claims other than in accordance with this Agreement;

(n)replace Eugene Davis on the Board of Directors of the Parent and/or the Strategic Planning Committee with an individual who has a material relationship with any holders of Company Claims/Interests;

(o)consummate the I Squared Infrastructure Sale or cause or permit the I Squared Infrastructure Sale Proceeds Paydown to occur prior to the satisfaction of the RSA Holdings Condition; or

(p)agree to set-off from the Deferred Consideration with the Buyer pursuant to clause 3.19 of the I Squared Infrastructure Sale Agreement without obtaining a Bankruptcy Court order authorizing relief from the automatic stay, on notice and an opportunity for applicable stakeholders to object to any such agreement.

5.03. Additional Provisions Regarding Company’s Commitments.

(a)Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require any Company Party or the Board of Directors of any Company Party (including any directors, officers, managers or employees of any Company Party), as applicable, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring to the extent taking or failing to take such action would be inconsistent with the I Squared Infrastructure Sale Agreement, applicable Law, or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 5.03 shall not be deemed to constitute a breach of this Agreement.

(b)Notwithstanding anything to the contrary in this Agreement, but subject to the terms of Section 5.03(a) of this Agreement, each Company Party and its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other advisors or representatives shall have the right to: (i) consider and respond to Alternative Restructuring proposals; (ii) provide access to non-public information concerning any Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity; or (iii) maintain or continue discussions or negotiations with respect to Alternative Restructurings and enter into or continue discussions or negotiations with holders of Company Claims/Interests (including any Consenting Creditor or any holder of Existing GTT Equity Interests) or any other Entity regarding the Restructuring and/or any Alternative Restructuring; provided, that the Company Parties shall (x) provide a copy of any written Alternative Restructuring proposal (and notice of, and a written summary of, any oral Alternative Restructuring proposal) within twenty-four (24) hours of the Company Parties’ or their advisors’ receipt of such Alternative Restructuring proposal to the Consenting Creditors’ Advisors and (y) provide such information to the Consenting Creditors’ Advisors as reasonably requested by such Parties or as necessary to keep the Consenting Creditors’ Advisors contemporaneously informed as to the status and substance of such discussions.

(c)Nothing in this Agreement shall create any additional fiduciary obligations on the part of any Company Party or any members, partners, managers, managing

members, equity holders, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents, or other representatives of the same or their respective affiliated entities, in such person’s capacity as a member, partner, manager, managing member, equity holder, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent, or other representative of such Company Party or its affiliated entities, that such persons or entities did not have prior to the execution of this Agreement.

(d)Nothing in this Agreement shall: (i) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement; or (ii) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact or thing is a breach of, or is inconsistent with, this Agreement.

Section 6.Commitments of I Squared.

6.01. Affirmative Commitments. During the Agreement Effective Period, I Squared agrees to, and will cause its affiliates and subsidiaries to:

(a)use all commercially reasonable efforts to support the Restructuring and effectuate the I Squared Infrastructure Sale as contemplated by, and in accordance with, the terms of this Agreement and the I Squared Infrastructure Sale Agreement (as applicable), including by paying the Initial Purchase Price upon Completion and all Consideration (each as defined in the I Squared Infrastructure Sale Agreement) and other amounts when due and payable in accordance with the I Squared Infrastructure Sale Agreement and any related documentation;

(b)enter into the I Squared Infrastructure Sale Agreement Amendment; and

(c)negotiate in good faith and use commercially reasonable efforts to execute and implement, as applicable, any additional documentation in connection with the I Squared Infrastructure Sale, including the Transition Services Agreement (as defined in the I Squared Infrastructure Sale Agreement).

6.02. Negative Commitments. During the Agreement Effective Period, I Squared agrees that it shall not directly or indirectly, and shall cause its affiliates and subsidiaries not to:

(a)object to, delay, impede, interfere with, frustrate or take any other action that is reasonably likely to delay, impede, interfere with or frustrate the acceptance, implementation, or consummation of the Restructuring or the I Squared Infrastructure Sale;

(b)object to, delay, impede, interfere with, frustrate or take any other action that is reasonably likely to delay, impede, interfere with, or frustrate the use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Orders;

(c)propose, file, support, or solicit any Alternative Restructuring;

(d)file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the Bankruptcy Court or any

other court that, in whole or in part, is not materially consistent with this Agreement, the I Squared Infrastructure Sale Agreement, the I Squared Infrastructure Sale Agreement Amendment, the Plan, or any other Definitive Document;

(e)initiate, or have initiated on its behalf, any litigation or proceeding of any kind against any Company Party or the other Parties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, the Restructuring, or the I Squared Infrastructure Sale other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement or the I Squared Infrastructure Sale Agreement;

(f)object to, delay, impede, or interfere with the automatic stay under section 362 of the Bankruptcy Code, or take any other action to interfere with the Company’s ownership and possession of its assets, wherever located; or

(g)agree or commit to do any of the foregoing;

provided, that nothing in this Section 6.02 or in this Agreement shall in any way preclude or limit I Squared from enforcing the I Squared Infrastructure Sale Agreement pursuant to its terms.

Section 7.Transfer of Interests and Securities; Additional Consenting Creditors and Consenting Equity Holders.

7.01. During the Agreement Effective Period, other than the Spruce House Transfer, no Consenting Creditor or Consenting Equity Holder shall Transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:

(a)(i) the transferee is (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) not a U.S. person (as defined in Regulation S of the Securities Act), (C) an institutional accredited investor (as defined in the Rules), or (D) an Affiliate of a Consenting Creditor or Consenting Equity Holder, (ii) such transferee executes and delivers to Akin and Milbank at or before the time of the proposed Transfer, a Transfer Agreement (in which case, such transferee shall be deemed to be a Consenting Creditor or Consenting Equity Holder and a Party for all purposes under this Agreement), and (iii) if the Transfer includes 2018 Credit Facility Claims (other than Hedging Claims), such transferee is or becomes a party to the Credit Agreement Forbearance and Consent and the Foreign Obligor Forbearance Agreement;

(b)the transferee is a Consenting Creditor, or as of the date of such Transfer, the Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity or managed account with a common investment advisor, and the transferee provides notice of such Transfer (including the amount and type of any Company Claims/Interests Transferred) to Akin, Latham, and Milbank at or before the time of the proposed Transfer (in which case, such Transferred Company Claims/Interests shall automatically be deemed to be subject to the terms of this Agreement and, if the Transfer includes 2018 Credit Facility Claims (other than Hedging Claims), the Credit Agreement Forbearance and Consent and the Foreign

Obligor Forbearance Agreement); provided, that in each case, any vote in favor of the Plan by such Transferring Consenting Creditor shall be binding upon the transferee;

(c)the transferee is an Entity that is acting in its capacity as a Qualified Marketmaker, provided, that (i) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests is to a transferee that is or becomes a Consenting Creditor bound by this Agreement at the time of such Transfer and, if the Transfer includes 2018 Credit Facility Claims (other than Hedging Claims), is or becomes a party to the Credit Agreement Forbearance and Consent and the Foreign Obligor Forbearance Agreement and (ii) the Qualified Marketmaker complies with Section 7.05 hereof; or

(d)with respect to the Transfer of any Equity Interests only, (i) such Transfer shall not (A) violate the terms of the Company’s stockholder rights plan or any order entered by any Chosen Court with respect to preservation of net operating losses or (B) in the reasonable business judgment of the Company and its legal and tax advisors, adversely (1) affect the Company’s ability to maintain the value of and utilize their net operating loss carryforwards or other tax attributes or (2) the Company’s ability to obtain the regulatory consents or approval necessary to effectuate the Restructuring and (ii) such Transfer otherwise satisfies this Section 7.01.

7.02. Upon compliance with the requirements of Section 7.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 7.01 shall be void ab initio.

7.03. This Agreement shall in no way be construed to preclude any Consenting Creditor or Consenting Equity Holder from acquiring additional Company Claims/Interests. Notwithstanding the foregoing, (i) upon acquisition by a Consenting Creditor or Consenting Equity Holder, such additional Company Claims/Interests shall automatically and immediately be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Creditors or Consenting Equity Holders, if applicable) and (ii) such Consenting Creditor or Consenting Equity Holder must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) to counsel to the Company Parties within three (3) Business Days of such acquisition.

7.04. This Section 7 shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Creditor or Consenting Equity Holder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent any Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreement.

7.05. Notwithstanding Section 7.01, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer

Agreement in respect of such Company Claims/Interests if: (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a transferee that is an Entity that is not an Affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section 7.01; and (iii) the Transfer is otherwise permitted under Section 7.01. To the extent that a Consenting Creditor or Consenting Equity Holder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interests in Company Claims/Interests that it acquires from a holder of the Company Claims/Interests who is not a Consenting Creditor or Consenting Equity Holder without the requirement that the transferee be a Permitted Transferee.

7.06. Notwithstanding anything to the contrary in this Section 7, the restrictions on Transfer set forth in this Section 7 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank, broker-dealer or any holder of notes issued by a special purpose vehicle, in each case holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

7.07. The Company will provide notice of any Transfer Agreement received pursuant to Section 7.01(a) (which notice shall include the amount and type of Company Claims/Interests Transferred pursuant to such Transfer Agreement) to the Consenting Creditors’ Advisors by the close of business on the second Business Day after the Company receives notice of any such Transfer Agreement.

7.08. Each Consenting Stakeholder shall promptly provide the Company Advisors with information concerning its then-current holdings of Company Claims/Interests (to be held on a confidential basis) upon reasonable request from the Company Advisors.

7.09. Any Priming Facility Lender, Revolving Lender, 2020 EMEA Term Loan Lender, Original EMEA Term Loan Lender, U.S. Term Loan Lender or beneficial owners of, or nominees, investment advisors, sub-advisors, or managers of accounts that beneficially own, Senior Notes may, at any time after the Agreement Effective Date, become a Party to this Agreement as a Consenting Creditor (an “Additional Consenting Creditor”) by executing a Joinder pursuant to which such Additional Consenting Creditor shall be bound by the terms of this Agreement and shall be deemed a Consenting Priming Facility Lender, Consenting Revolving Lender, Consenting 2020 EMEA Term Loan Lender, Consenting U.S. Term Loan Lender, Consenting Original EMEA Term Loan Lender, or Consenting Noteholder, as applicable, and a Party for all purposes under this Agreement.

7.10 Subject to the terms of this Agreement, each valid transferee as described in Section 7.01 of this Agreement shall be bound to support the assumption of all I Squared Infrastructure Sale Transaction Documents by the applicable Debtor(s) party to each I Squared Infrastructure Sale Transaction Document, and approval of the I Squared Release consistent with Section 14.02 of this Agreement.

Section 8.Representations and Warranties of Consenting Creditors and Consenting Equity Holders.

Each Consenting Creditor and Consenting Equity Holder severally, and not jointly, represents and warrants that, as of the date such Consenting Creditor or Consenting Equity Holder executes and delivers this Agreement:

(a)it is (or upon the settlement of unsettled trades, will be) the beneficial or record owner of the face amount (or number of shares, as applicable) of the Company Claims/Interests reflected in such Consenting Creditor’s or Consenting Equity Holder’s Holdings Confirmation to this Agreement, Joinder, or Transfer Agreement, as applicable (as may be updated pursuant to Section 7) (the “Disclosed Interests”) or is the nominee, investment manager, investment advisor, or sub-advisor for beneficial holders of the Disclosed Interests and, having made reasonable inquiry, unless otherwise previously disclosed to the Company or its advisors, is not the beneficial or record owner of any Company Claims/Interests other than those reflected in the Holdings Confirmation (or Transfer Agreement or Joinder, as applicable) delivered in accordance with this Agreement;

(b)it has (or upon the settlement of unsettled trades, will have) the full power and authority to act on behalf of, vote, and consent to matters concerning, such Company Claims/Interests as contemplated by this Agreement subject to applicable Law;

(c)such Company Claims/Interests are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would materially and adversely affect in any way such Consenting Creditor’s or Consenting Equity Holder’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed; and

(d)(i) it is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) not a U.S. person (as defined in Regulation S of the Securities Act), or (C) an institutional accredited investor (as defined in the Rules), and (ii) any securities acquired by the Consenting Creditor or Consenting Equity Holder in connection with the Restructuring will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act.

Section 9.Representations and Warranties of Company Parties.

Each Company Party, severally, and not jointly, represents and warrants that, as of the date such Company Party executes and delivers this Agreement, entry into this Agreement is consistent with the exercise of such Company Party’s fiduciary duties.

Section 10.Mutual Representations, Warranties, and Covenants.

Each of the Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executes and delivers this Agreement and as of the Plan Effective Date:

(a)it is validly existing and in good standing under the Laws of the state of its organization (or, if it is a natural person, it has legal capacity to enter into this Agreement), this Agreement has been duly executed and delivered by such Party, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(b)except as expressly provided in this Agreement, the Plan, or the Bankruptcy Code (including with respect to approvals of Governmental Regulatory Authorities, Antitrust/FDI Authorities and the FCC, as applicable, necessary to effectuate the Restructuring and the I Squared Infrastructure Sale), no material consent or approval is required by any other person or Entity in order for it to effectuate the Restructuring contemplated by, and perform its respective obligations under, this Agreement;

(c)the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association, or other constitutional documents;

(d)except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring contemplated by, and perform its respective obligations under, this Agreement; and

(e)except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties that have not been disclosed to all Parties.

Section 11.Termination Events.

11.01 Consenting Stakeholder Termination Events. This Agreement may be terminated: (i) by the Required Consenting Credit Facility Creditors by delivering a written notice to the other Parties in accordance with Section 15.11 hereof upon the occurrence and continuation of any of the following events in subsections (a) through (r), (t), (u) or (x) of this Section 11.01, (ii) by the Required Consenting Noteholders by delivering a written notice to the other Parties in accordance with Section 15.11 hereof upon the occurrence and continuation of any of the events described in subsections (a) through (p), or (r) through (t) of this Section 11.01, (iii) solely with respect to the Consenting Revolving Lenders, by the Required Consenting Revolving Lenders by delivering a written notice to the other Parties in accordance with Section 15.11 hereof upon the occurrence and continuation of any of the events described in subsections (a) through (p) or (u) through (x) of this Section 11.01, (iv) solely with respect to the Consenting Equity Holders, by the Required Consenting Equity Holders by delivering a written notice to the other Parties in accordance with Section 15.11 hereof upon the occurrence and continuation of any of the events described in subsections (a) through (s) of this Section 11.01, (v) solely with respect to I Squared, by I Squared by delivering a written notice to the other Parties in accordance with Section 15.11 hereof upon the occurrence and continuation of any of the events described in subsections (a)(iii), (a)(v) or (a)(xii) of this Section 11.01, or, solely with respect to the I Squared Infrastructure Sale, subsection (d) of this Section 11.01; and (vi) prior to the entry of the Interim

Cash Collateral Order, solely by the Required Consenting Creditors by delivering a written notice to the other Parties in accordance with Section 15.11 hereof upon the occurrence and continuation of any event described in subsection (y) of this Section 11.01; provided, however, that following the occurrence of the I Squared Infrastructure Sale Proceeds Paydown, termination pursuant to this Section 11.01 (except pursuant to Sections 11.01(a)(xiv), or (l)) by any Consenting Creditor shall require the consent of the Required Consenting Creditors unless the breach or termination event (1) materially alters or impedes consummation of the Restructuring, (2) directly or indirectly has a materially adverse effect on the terminating Consenting Creditors’ legal and/or economic rights or benefits under this Agreement, or (3) with respect to the Milestones (as defined below) and unless otherwise agreed by the Required Consenting Creditors (which agreement shall not be unreasonably withheld, conditioned, or delayed), cannot be cured within fourteen (14) calendar days after such terminating Consenting Creditor transmits a written notice in accordance with Section 15.11 hereof:

(a)any of the following milestones (the “Milestones”) have not been achieved, unless (x) such Milestone other than Milestone (xii) was previously extended or waived in writing (with email from counsel being sufficient) by the Required Consenting Creditors, (y) with respect to Milestones (iii), (v), and (xii), such Milestone was previously extended or waived in writing (with e-mail from counsel being sufficient) by I Squared, and (z) with respect to Milestones (iii) and (v), such Milestone was previously extended or waived in writing (with e-mail from counsel being sufficient) by the Company, in each case, which extension or waiver shall not be unreasonably withheld, conditioned, or delayed:

(i)by no later than two (2) Business Days following the Agreement Effective Date, the Company shall have disclosed and made generally available to the public the Cleansing Material (as defined in, and in accordance with the terms of, the Confidentiality Agreements between the Company and certain Consenting Creditors);

(ii)by no later than two (2) Business Days following the Agreement Effective Date, the Company shall have requested that the Administrative Agent post this Agreement to the public side of the “Platform” (as defined in the Credit Agreement) soliciting consents from the lenders under the Credit Agreement;

(iii)by no later than ten (10) Business Days following the later of (x) the Agreement Effective Date and (y) the date that the Company requests that the Administrative Agent posts this Agreement to the public side of the “Platform,” the following shall have executed and delivered counterpart signature pages, or Joinders, to this Agreement to counsel to the Company Parties and the Consenting Stakeholders (the “RSA Holdings Condition”):

(A)holders of at least two-thirds (2/3) of the combined aggregate outstanding principal amount (or, with respect to any Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date) of the 2018 Credit Facility Claims, which must include holders of at least a majority of the outstanding principal amounts of each of the U.S. Term Loans, the Original EMEA Term Loans and the 2020 EMEA Term Loans; and

(B)beneficial owners (or nominees, investment advisors, sub-advisors, or managers of accounts that are beneficial owners) of at least two-thirds (2/3) of the aggregate outstanding principal amount of the Senior Notes Claims;

(iv)by no later than one (1) Business Day following the satisfaction of the RSA Holdings Condition, the SPC Charter shall have been amended in accordance with the form attached to this Agreement as Exhibit J and shall be in full force and effect;

(v)by no later than 20 Business Days following the satisfaction of the RSA Holdings Condition the I Squared Infrastructure Sale shall have been consummated (the “I Squared Infrastructure Sale Closing Condition”);

(vi)by no later than five (5) Business Days following the date of consummation of the I Squared Infrastructure Sale, the I Squared Infrastructure Sale Proceeds Paydown (other than, for the avoidance of doubt, any portion thereof to be effectuated pursuant to the Plan) shall have occurred;

(vii)by no later than fourteen (14) calendar days following the I Squared Infrastructure Sale Proceeds Paydown (other than, for the avoidance of doubt, any portion thereof to be effectuated pursuant to the Plan), the commencement of solicitation of votes for the acceptance of the Plan shall have occurred (the “Plan Solicitation Commencement Date”);

(viii)by no later than twenty-five (25) Business Days following the Plan Solicitation Commencement Date, the Petition Date shall have occurred;

(ix)by no later than five (5) calendar days following the Petition Date, the Bankruptcy Court shall have entered the Interim Cash Collateral Order;

(x)by no later than seven (7) calendar days following the Petition Date, the Company shall have filed the Plan and the Disclosure Statement;

(xi)by no later than forty-five (45) calendar days following the Petition Date, the Bankruptcy Court shall have entered the Final Cash Collateral Order;

(xii)by no later than seventy-five (75) calendar days following the Petition Date, the Bankruptcy Court shall have entered the I Squared Infrastructure Sale Assumption Order;

(xiii)by no later than seventy-five (75) calendar days following the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order;

(xiv)by no later than the Outside Date, the Plan Effective Date shall have occurred;

(xv)if and as required, or otherwise deemed advisable by the Parties after good faith discussions, the Company shall have completed the filing of the FCC Pro Forma Notices by 11:59 p.m. (Eastern Time) on the date that is no later than thirty (30) calendar days after the Petition Date, in all cases subject to receipt on a timely basis of all

information reasonably requested of the Consenting Creditors that is necessary or appropriate in connection with such filings;

(xvi)the Company shall have completed the filing of the (A) FCC Applications, (B) any material applications, petitions, notifications, or other requests to be filed by any Company Party with any other Governmental Regulatory Authority or Antitrust/FDI Authority that are required to obtain the Governmental Approvals or Antitrust/FDI Approvals, and (C) any other material applications, petitions, notifications, or other requests to be filed by any Company Party with any other foreign regulatory agencies in order to obtain approvals or otherwise that are necessary to effectuate the Restructuring by 11:59 p.m. (Eastern Time) on the date that is no later than thirty (30) calendar days (or, with respect to any Antitrust/FDI Approvals required in any non-U.S. jurisdictions, as promptly as reasonably practicable) after the Plan and Disclosure Statement are filed or such later date as agreed to by the Required Consenting Creditors, in each case, if and as required, or otherwise deemed advisable by the Parties after good faith discussions, in each case subject to timely cooperation by, including receipt on a timely basis of all information requested of, the Consenting Creditors that the Company reasonably determines to be necessary or appropriate in connection with such filings, provided, that, no termination right shall arise under this Milestone until any breach hereunder has remained uncured for ten (10) Business Days after such terminating Party transmits a written notice in accordance with Section 15.11 of this Agreement detailing any of the foregoing; and

(xvii)the Company shall use commercially reasonable efforts to deliver to the Consenting Creditors’ Advisors, Private-Side Lenders (as defined in the Credit Agreement) and Private-Side Lenders (as defined in the Priming Facility Credit Agreement) unaudited, management-prepared financial statements for the year ended December 31, 2020 by no later than November 15, 2021, the quarters ended March 31, 2021 and June 30, 2021 by no later than October 15, 2021, the quarter ended September 30, 2021 by no later than November 30, 2021, the quarter ended December 31, 2021 by no later than March 1, 2022 and the quarter ended March 31, 2022 by no later than May 15, 2022 and the Company shall deliver to the Consenting Creditors’ Advisors, Private-Side Lenders (as defined in the Credit Agreement) and Private-Side Lenders (as defined in the Priming Facility Credit Agreement) unaudited, management-prepared financial statements for the year ended December 31, 2020, the quarters ended March 31, 2021 and June 30, 2021 and the quarter ended September 30, 2021 by no later than December 31, 2021;

(b)the I Squared Infrastructure Sale Agreement is terminated or is amended, amended and restated, waived, supplemented, or otherwise modified in a way that is materially adverse to the Consenting Creditors to which the Required Consenting Creditors have not agreed to in writing (with e-mail from counsel being sufficient), such agreement not to be unreasonably withheld, conditioned or delayed;

(c)the breach in any material respect by any Company Party of any of the representations, warranties, or covenants of the Company set forth in this Agreement that (i) is materially adverse to the Consenting Stakeholders seeking termination pursuant to this provision and (ii) remains uncured for ten (10) Business Days after such terminating

Consenting Stakeholder transmits a written notice in accordance with Section 15.11 hereof detailing such breach;

(d)the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, including the Bankruptcy Court, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring or the I Squared Infrastructure Sale and (ii) remains in effect for fifteen (15) Business Days after such terminating Consenting Stakeholders transmit a written notice in accordance with Section 15.11 hereof detailing any such issuance; provided, that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(e)the Bankruptcy Court enters an order denying confirmation of the Plan and such order remains in effect for ten (10) Business Days after entry of such order, or the Confirmation Order is reversed or vacated;

(f)the entry of an order by the Bankruptcy Court or the filing of a motion or application by any Company Party seeking an order (i) dismissing any of the Chapter 11 Cases, (ii) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases;

(g)any Company Party (i) files, waives, amends, or modifies, or files a pleading seeking approval of any Definitive Document or authority to waive, amend, or modify any Definitive Document (including any waiver of any term or condition therein) in a manner that is materially inconsistent with, or constitutes a material breach of, this Agreement (including with respect to the consent rights afforded the Consenting Creditors under this Agreement (including, for the avoidance of doubt, the Restructuring Term Sheet) or the Plan, without the prior written consent of the Required Consenting Creditors and, solely with respect to matters for which (x) the Consenting Revolving Lenders Consent Right applies, the Required Consenting Revolving Lenders, and (y) the Spruce House Consent Right applies, Spruce House, which consents shall not be unreasonably withheld, conditioned, or delayed), (ii) withdraws the Plan, or (iii) publicly announces its intention to take any of the acts listed in the foregoing clause (i) or (ii), which, in the case of each of the foregoing clauses (i) through (iii), remains uncured (to the extent curable) for twenty-four (24) hours after such terminating Consenting Creditors transmit a written notice to the filing party in accordance with Section 15.11 of this Agreement detailing any of the foregoing;

(h)any Company Party files or supports another party in filing (i) a motion or pleading challenging the amount, validity, or priority of any claims held by any Consenting Creditor against the Company (or any liens securing such claims) or (ii) a motion or pleading asserting (or seeking standing to assert) any purported claims or causes of action against any of the Consenting Creditors;

(i)the Bankruptcy Court grants relief that is materially inconsistent with this Agreement, the Restructuring Term Sheet, or the Plan (in each case, with such

amendments and modifications as have been effected in accordance with the terms hereof);

(j)the Company files, proposes, or otherwise supports any plan of liquidation, asset sale of all or substantially all of the Company’s assets or plan of reorganization other than the Plan;

(k)the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file or solicit acceptances of a plan of reorganization (including the Plan);

(l)the Board of Directors of any Company Party determines, after consulting with counsel, (i) that proceeding with the Restructuring would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring;

(m)the Foreign Obligor Forbearance Agreement shall be terminated prior to the Plan Effective Date;

(n)the termination of the Debtors’ use of cash collateral under the Cash Collateral Orders, or any modification of the Cash Collateral Orders that is not reasonably acceptable to the Required Consenting Creditors;

(o)any Company Party enters into any commitment or agreement with respect to debtor-in-possession financing or use of cash collateral or otherwise seeks to incur non-ordinary course indebtedness, in each case, without the prior written approval of the Required Consenting Creditors;

(p)any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable;

(q)after the RSA Holdings Condition is satisfied, the Consenting Creditors at any time cease to include Consenting Noteholders that collectively beneficially own or control at least two-thirds (2/3) of the then-outstanding combined aggregate principal amount of the Senior Notes Claims, which remains uncured for ten (10) Business Days following notice to the Ad Hoc Noteholder Group Advisors in accordance with Section 15.11 hereof, and solely to the extent such reduction in aggregate holdings materially alters or impedes consummation of the Restructuring and cannot be remedied by enforcement of this Agreement;

(r)the SPC Charter is amended, modified, supplemented, waived or otherwise changed, or the Strategic Planning Committee is disbanded, without the prior written consent of the Required Consenting Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, that, any refusal by the Required Consenting Creditors to consent to any amendments, modifications, supplements, waivers or other changes to the SPC Charter that result in a reduction in the Strategic Planning Committee’s authority with respect to the Restructuring or the Restructuring Transactions or the disbandment of the Strategic Planning Committee shall be deemed reasonable for purposes of this Agreement.

(s)after the RSA Holdings Condition is satisfied, the Consenting Creditors at any time cease to include holders of at least two-thirds (2/3) of the then-outstanding combined aggregate principal amount (or, with respect to any Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date, or, following the Petition Date, the amount of such Claim) of the 2018 Credit Facility Claims, which remains uncured for ten (10) Business Days following notice to the Ad Hoc Lender Group Advisors in accordance with Section 15.11 hereof, and solely to the extent such reduction in aggregate holdings materially alters or impedes consummation of the Restructuring and cannot be remedied by enforcement of this Agreement;

(t)the Company fails to pay the Restructuring Expenses in accordance with Section 15.12 of this Agreement;

(u)(i) the failure of any representation or warranty made by any Company Party under the Credit Agreement Forbearance and Consent to be true and complete in all material respects as of the date when made, (ii) the Parent or any other Company Party shall enter into or acknowledge any amendment, change, supplement, or modification (including by means of a waiver or consent) to the Senior Notes Indenture or the Senior Notes that (x) increases the rate of interest on the Senior Notes or otherwise provides for any compensation to any Holder (as defined in the Senior Notes Indenture), in each case, in excess of the rate of interest and/or compensation payable in respect of the Senior Notes or under the Senior Notes Indenture in effect as of the date hereof or (y) amends, changes, supplements, or modifies any prepayment provisions of Section 4.07 of the Senior Notes Indenture or otherwise, in each case, in a manner adverse to the Consenting 2018 Credit Facility Creditors as reasonably determined by the Required Consenting 2018 Credit Facility Creditors, or (iii) solely in the case of any non-U.S. subsidiary of the Parent, provides a guarantee of the Senior Notes;

(v)any Party takes any action to which the Consenting Revolving Lenders Consent Right applies and the Required Consenting Revolving Lenders do not provide consent for such action consistent with the terms of this Agreement within five (5) Business Days;

(w)if the RSA Holdings Condition (i) has not been achieved consistent with Section 11.01(a)(iii) or (ii) is waived or extended more than five (5) Business Days from the date that the RSA Holdings Condition was required to be satisfied pursuant to Section 11.01(a)(iii) absent such waiver or extension;

(x)any Credit Party makes, or causes to be made, the interest payment (or any portion thereof) on the 2024 Notes that is due on or about June 30, 2021 or any interest payment (or portion of any interest payment) due thereafter; or

(y)the occurrence of any Event of Default under the Credit Agreement other than any of the Lender Specified Defaults (as defined in the Credit Agreement Forbearance and Consent).

11.02. Company Termination Events. This Agreement may be terminated by the Company by the delivery to the Consenting Creditors’ Advisors and I Squared of a written notice in accordance with Section 15.11 hereof upon the occurrence of any of the following events:

(a)the breach in any material respect of any representations, warranties, or covenants of one or more of the Consenting Creditors set forth in this Agreement, by such Consenting Creditors holding (i) a combined aggregate principal amount (or, with respect to any Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date, or, following the Petition Date, the amount of such Claim) of the 2018 Credit Facility Claims that would result in non-breaching Consenting Creditors holding less than two-thirds (2/3) of the then-outstanding combined aggregate principal amount (or, with respect to any Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date, or, following the Petition Date, the amount of such Claim) of the 2018 Credit Facility Claims, (ii) an aggregate principal amount of Senior Notes Claims that would result in non-breaching Consenting Noteholders holding less than two-thirds (2/3) of the outstanding aggregate principal amount of the Senior Notes Claims, or (iii) an aggregate principal amount of Priming Facility Claims that would result in non-breaching Consenting Priming Facility Lenders holding less than a majority of the then-outstanding aggregate principal amount of the Priming Facility Claims, in each case, which breach remains uncured by such breaching Consenting Creditors (to the extent curable) for ten (10) Business Days after the terminating Company Parties transmit a written notice in accordance with Section 15.11 of this Agreement detailing any such breach;

(b)the breach in any material respect by one or more of the Consenting Creditors of (i) any forbearance obligations or transfer restrictions contained in the Foreign Obligor Forbearance Agreement that would result in non-breaching Consenting 2018 Credit Facility Creditors holding less than a majority of the then-outstanding aggregate principal amount of the 2018 Credit Facility Claims, exclusive of any Hedging Claims, (ii) any forbearance obligations or transfer restrictions contained in the Credit Agreement Forbearance and Consent (prior to the Petition Date) that would result in (A) non-breaching 2018 Credit Facility Lenders holding less than a majority of the then-outstanding aggregate principal amount of 2018 Credit Facility Claims, exclusive of any Hedging Claims, or (B) non-breaching Revolving Lenders holding less than a majority of the then-outstanding aggregate principal amount of Revolving Claims, or (iii) any forbearance obligations or transfer restrictions contained in the Senior Noteholder Forbearance Agreement (prior to the Petition Date) that would result in non-breaching Consenting Noteholders holding less than a majority of the aggregate principal amount of Senior Notes Claims, in each case, which breach remains uncured by such breaching Consenting Creditors (to the extent curable) for ten (10) Business Days after the terminating Company Parties transmit a written notice in accordance with Section 15.11 of this Agreement detailing any such breach;

(c)the Board of Directors of any Company Party determines, after consulting with counsel, (i) that proceeding with the Restructuring would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring;

(d)the Bankruptcy Court enters an order denying confirmation of the Plan and such order remains in effect for ten (10) Business Days after entry of such order, or the Confirmation Order is reversed or vacated;

(e)the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring and (ii) remains in effect for ten (10) Business Days after such terminating Company Party transmits a written notice in accordance with Section 15.11 of this Agreement detailing any such issuance; notwithstanding the foregoing, this termination right may not be exercised by any Company Party to the extent such Company Party sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(f)one or more Consenting Creditors have failed to complete the filing of (i) any material applications, petitions, notifications, or other requests to be filed by any Consenting Creditors or Reorganized Parent with any Governmental Regulatory Authority or Antitrust/FDI Authority that are required to obtain the Governmental Approvals or Antitrust/FDI Approvals and (ii) any other material applications, petitions, notifications or other requests to be filed by any Consenting Creditors or Reorganized Parent with any other foreign regulatory agencies in order to obtain approvals or otherwise that are necessary to effectuate the Restructuring by 11:59 p.m. (Eastern Time) on the date that is no later than thirty (30) calendar days (or, with respect to any Antitrust/FDI Approvals required in any non-U.S. jurisdictions, as promptly as reasonably practicable) after the Plan and Disclosure Statement are filed or such later date as agreed to by the Company, in each case, if and as required, or otherwise deemed advisable by the Company and the Required Consenting Creditors after good faith discussions to the extent such approval is required to be obtained by one or more Consenting Creditors, in each case subject to timely cooperation by, including receipt on a timely basis of all information requested of, any Company Party that the applicable Consenting Creditors reasonably determine to be necessary or appropriate in connection with such filings, in each case, that remains uncured for ten (10) Business Days after such terminating Company Party transmits a written notice in accordance with Section 15.11 of this Agreement detailing any of the foregoing;

(g)(i) the Foreign Obligor Forbearance Agreement shall be terminated prior to the Plan Effective Date, (ii) the forbearance obligations in Section 2 of the Credit Agreement Forbearance and Consent shall cease to be in full force and effect prior to the Petition Date, or (iii) the Senior Noteholder Forbearance Agreement shall cease to be in full force and effect prior to the Petition Date;

(h)after the RSA Holdings Condition is satisfied, the Consenting Creditors at any time cease to include Consenting Noteholders that collectively beneficially own or control at least two-thirds (2/3) of the then-outstanding combined aggregate principal amount of the Senior Notes Claims, which remains uncured for five (5) Business Days after the Company provides written notice of intention to terminate under this Section 11.02(h);

(i)after the RSA Holdings Condition is satisfied, the Consenting Creditors at any time cease to include holders of at least two-thirds (2/3) of the then-outstanding combined aggregate principal amount (or, with respect to any Hedging Claim, the estimated early termination amount, as of the Agreement Effective Date, or, following the Petition Date, the amount of such Claim) of the 2018 Credit Facility Claims, which

remains uncured for five (5) Business Days after the Company provides written notice of intention to terminate under this Section 11.02(i);

(j)either of the RSA Holdings Condition or the I Squared Infrastructure Sale Closing Condition shall not have been satisfied;

(k)the Credit Agreement Amendment and the CAM Amendment contained in the Credit Agreement Forbearance and Consent shall not be operative by the deadline for satisfying the RSA Holdings Condition set forth in Section 11.01(a)(iii) of this Agreement (as may be extended or waived in accordance with the terms of this Agreement);

(l)the Plan Effective Date shall not have occurred prior to the Outside Date;

(m)the I Squared Infrastructure Sale Agreement is terminated prior to Completion (as defined in the I Squared Infrastructure Sale Agreement);

(n)the entry of an order by the Bankruptcy Court (i) dismissing any of the Chapter 11 Cases, (ii) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, or (iii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases;

(o)the Bankruptcy Court grants relief that is materially inconsistent with this Agreement, the Restructuring Term Sheet, or the Plan (in each case, with such amendments and modifications as have been effected in accordance with the terms hereof);

(p)the termination of the Debtors’ use of cash collateral under the Cash Collateral Orders, or any modification of the Cash Collateral Orders that is not reasonably acceptable to the Required Consenting Creditors; or

(q)any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable.

11.03. I Squared Termination Events. This Agreement may be terminated as between I Squared and the other Parties by the delivery to the Company Advisors and the Consenting Creditors’ Advisors of a written notice in accordance with Section 15.11 hereof upon the occurrence of any of the following events:

(a)the breach in any material respect by any Party (other than by I Squared) of any material representations, warranties, or covenants of such Party set forth in this Agreement that has a material and adverse effect on I Squared or consummation of the I Squared Infrastructure Sale pursuant to the I Squared Infrastructure Sale Agreement and such breach remains uncured for a period of seven (7) Business Days after I Squared provides notice of such breach in accordance with Section 15.11 hereof;

(b)the Bankruptcy Court enters an order denying the approval of the assumption of any I Squared Infrastructure Sale Transaction Document to which a Debtor is a party and such order has become a Final Order;

(c)the I Squared Infrastructure Sale Agreement has terminated;

(d)the Bankruptcy Court grants relief that is (a) materially inconsistent with this Agreement, the Restructuring Term Sheet, or the Plan (in each case, with such amendments and modifications as have been effected in accordance with the terms hereof) and (b) adversely affects, directly or indirectly (i) the legal or economic rights (including consent rights), waivers, or releases proposed to be granted to, or received by, or (ii) the obligations of, I Squared pursuant to this Agreement (including the Restructuring Term Sheet), the Plan, and the I Squared Infrastructure Sale Assumption Order; or

(e)any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable.

11.04. Mutual Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among all of the following: (a) the Required Consenting Creditors; (b) I Squared; and (c) each Company Party.

11.05. Individual Termination. Any individual Consenting Creditor may terminate this Agreement as to itself only, by the delivery to the Company Advisors and the Consenting Creditors’ Advisors of a written notice in accordance with Section 15.11 hereof if (a) the Plan Effective Date has not occurred by the Outside Date, or (b) any Company Party takes any action set forth in Section 11.01(g), without regard as to whether the Required Consenting Stakeholders (subject to their applicable consent rights) have consented to such action, that has a material, disproportionate, and adverse effect on any of the Company Claims/Interests held by such Consenting Creditor, without the prior written consent of such Consenting Creditor. In addition, Spruce House may terminate this Agreement as to itself only, by the delivery to the Company Advisors and the Consenting Creditors’ Advisors of a written notice in accordance with Section 15.11 hereof if (x) any Company Party takes any action set forth in Section 11.01(g)(i)(y), or (y) the Company does not execute the Stock Transfer Agreement on or before three (3) Business Days after the Agreement Effective Date.

11.06. Automatic Termination. This Agreement shall terminate automatically without any further required action or notice immediately after the Plan Effective Date.

11.07. Effect of Termination. Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect as to such Party, and such terminating Party shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims, Interests, or causes of action; provided, however, that in no event shall any such termination relieve a Party from (a) liability for its breach or non-performance of its obligations hereunder prior to the Termination Date, notwithstanding any termination of this Agreement by any other Party, and (b) obligations under this Agreement that expressly survive any such termination pursuant to Section 12 hereunder. For the avoidance of doubt, upon the occurrence of a Termination Date as to a Party to this Agreement, this Agreement shall remain in full force and effect as to all other Parties. Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy

Court, except as set forth in Section 7 of this Agreement, any and all consents, agreements, undertakings, waivers, forbearances, votes or ballots tendered by the terminating Party before a Termination Date shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the other Parties in connection with the Restructuring, this Agreement, the Restructuring Term Sheet, or otherwise; provided, that any Consenting Stakeholder withdrawing or changing its vote on the Plan pursuant to this Section 11.07 shall promptly provide written notice of such withdrawal or change to each other Party and, if such withdrawal or change occurs on or after the Petition Date, file notice of such withdrawal or change with the Bankruptcy Court. Nothing in this Agreement shall be construed as prohibiting a Company Party or any of the Consenting Stakeholders from seeking enforcement of any rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (i) any right of any Company Party or the ability of any Company Party to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Consenting Stakeholder, and (ii) any right of any Consenting Stakeholder, or the ability of any Consenting Stakeholder, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its Company Claims/Interests or claims against any Consenting Stakeholder. Notwithstanding anything to the contrary herein, the right to terminate this Agreement under this Section 11.07 shall not be available to any Party (x) that is in material breach of this Agreement or (y) whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the occurrence of the applicable termination event under this Section 11, except a termination pursuant to 11.01(l), 11.02(c), or 11.02(d). Nothing in this Section 11.07 shall restrict any Company Party’s right to terminate this Agreement in accordance with Section 11.02(c). For the avoidance of doubt, the automatic stay arising pursuant to section 362 of the Bankruptcy Code shall be deemed waived or modified for purposes of providing notice or exercising rights under this Section 11.07.

Section 12.Survival.

Notwithstanding the termination of this Agreement pursuant to Section 11, the agreements and obligations of the Parties in Sections 4.01(b)(viii), 4.03, 5.01(t), 7 (except as to Spruce House), 11.07, 14.02, and 15 (to the extent provided therein), and any defined terms needed for the interpretation of any such Sections, shall survive such termination and shall continue in full force and effect in accordance with the terms hereof. In addition, notwithstanding the termination of this Agreement pursuant to Section 11, the agreements and obligations of the Consenting Term Loan Lenders in the Section titled “2020 EMEA Settlement” in the Restructuring Term Sheet, and any defined terms needed for the interpretation of such Section, shall survive such termination and shall continue in full force and effect in accordance with the terms set forth in such Section. Further, notwithstanding the termination of this Agreement pursuant to Section 11 of this Agreement, including without limitation Section 11.01(j), if (a) the I Squared Infrastructure Sale has been consummated and (b) a court of competent jurisdiction has not adjudicated that I Squared materially breached this Agreement or any I Squared Infrastructure Sale Transaction Document, then the Consenting Stakeholders shall not propose, file, support, solicit, or vote in favor of an Alternative Restructuring that does not provide for (x)

the assumption of the I Squared Infrastructure Sale Transaction Documents and (y) the approval of the I Squared Release.

Section 13.Amendments and Waivers.

(a)This Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 13.

(b)This Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, subject to Section 15.24, only in a writing signed by: (i) each Company Party; (ii) the Required Consenting Creditors; and (iii) (A) solely with respect to matters for which the I Squared Consent Right applies, I Squared, (B) solely with respect to matters for which the Consenting Revolving Lenders Consent Right applies, the Required Consenting Revolving Lenders, (C) solely if the Consenting Equity Holders Consent Condition has been satisfied, with respect to matters for which the Consenting Equity Holders Consent Right applies, the Required Consenting Equity Holders, and (D) solely with respect to matters for which the Spruce House Consent Right applies, Spruce House, and (E) solely with respect to matters for which the Required Amending Creditors Supermajority Consent Right applies, the Required Amending 2018 Credit Facility Creditors; provided, however, that if any such amendment, modification, waiver, or supplement has a material, disproportionate, and adverse effect on any of the Consenting Creditor Claims held by any Consenting Creditor, or on the treatment of such Consenting Creditor Claims, then the consent of each such affected Consenting Creditor shall also be required to effectuate such modification, amendment, waiver, or supplement; provided, however, that, subject to Section 15.24, (1) any modification, amendment, or supplement to the definition of “Required Consenting Creditors” shall require the prior written consent of each Consenting Creditor holding Priming Facility Claims, Original EMEA Term Loan Claims, 2020 EMEA Term Loan Claims, U.S. Term Loan Claims, and Senior Notes Claims, (2) any modification, amendment, or supplement to the definition of “Required Consenting Credit Facility Creditors” shall require the prior written consent of each Consenting Creditor holding Priming Facility Claims Original EMEA Term Loan Claims, 2020 EMEA Term Loan Claims, and U.S. Term Loan Claims, (3) any modification, amendment, or supplement to the definition of “Required Consenting 2018 Credit Facility Creditors” or “Required Amending 2018 Credit Facility Creditors” shall require the prior written consent of each Consenting Creditor holding Original EMEA Term Loan Claims, 2020 EMEA Term Loan Claims, and U.S. Term Loan Claims, (4) any modification, amendment, or supplement to the definition of “Required Consenting Noteholders” shall require the prior written consent of each Consenting Noteholder, (5) any modification, amendment, or supplement to the definition of “Required Consenting Revolving Lenders” shall require the prior written consent of each Consenting Revolving Lender, (6) any modification, amendment, or supplement to the definition of “Required Consenting Equity Holders” shall require the prior written consent of each Consenting Equity Holder, (7) any modification, amendment, or supplement to the definition of “Required Consenting Stakeholders” shall require the prior written consent of each Consenting Creditor, I Squared, and, solely to the extent that the Consenting Equity Holders Consent Condition is satisfied, each Consenting Equity Holder, (8) any modification, amendment, or supplement to the definition of “Spruce House Consent”

shall require the prior written consent of Spruce House, (9) any modification, amendment, or supplement to Section 11.05 hereof shall require the prior written consent of each Consenting Stakeholder, (10) any modification, amendment, or supplement to Section 4.04 shall not be binding on any Consenting Stakeholder that has not provided its prior written consent to such amendment, and (11) any modification, amendment, or supplement to this Section 13 shall require the prior written consent of each Consenting Stakeholder.

(c)Any proposed modification, amendment, waiver, or supplement that does not comply with this Section 13 shall be ineffective and void ab initio.

(d)The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy. All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by Law.

Section 14.Releases.

14.01. Mutual Releases. In connection with the Restructuring Transactions, each of the Parties shall provide releases to the other Parties hereto on the terms set forth in the Restructuring Term Sheet.

14.02. I Squared Release. In connection with confirmation of the Plan, the Buyer, I Squared, certain affiliates of the Buyer and I Squared and the Company Parties shall provide mutual releases on the same terms as the release set forth on Schedule 26 of the I Squared Infrastructure Sale Agreement and the Confirmation Order shall provide for approval of such mutual releases.

Section 15.Miscellaneous.

15.01. Acknowledgement. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer, acceptance, or solicitation with respect to any securities, loans, or other instruments or a solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. Any such offer, acceptance, or solicitation will be made only in compliance with all applicable provisions of securities Laws, provisions of the Bankruptcy Code, and other applicable Law.

15.02. Tax Matters. The Parties will work together in good faith to structure and implement the Restructuring in a tax efficient manner; provided, that such structure and implementation shall be reasonably acceptable to the Company and the Required Consenting Creditors.

15.03. Exhibits Incorporated by Reference; Conflicts. Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and

schedules. In the event of any inconsistency between this Agreement (without reference to the exhibits) and the Restructuring Term Sheet, the Restructuring Term Sheet shall govern. In the event of any inconsistency between this Agreement (without reference to the exhibits) and the exhibits (excluding the Restructuring Term Sheet), this Agreement (without reference to the exhibits) shall govern.

15.04. Further Assurances. Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring and the I Squared Infrastructure Sale, as applicable.

15.05. Complete Agreement. Except as otherwise explicitly provided herein, this Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto, other than any Confidentiality Agreement.

15.06. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL BANKRUPTCY LAW, THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in the Chosen Court, and solely in connection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Court; and (c) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any Party hereto.

15.07. TRIAL BY JURY WAIVER. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.08. Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party. The Parties understand that the Consenting Creditors are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the Parties acknowledge and agree that, to the extent a Consenting Creditor expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s) and/or business group(s) of the Consenting Creditor, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Consenting Creditor so long as they are not acting at the direction or for the benefit of such Consenting

Creditor or such Consenting Creditor’s investment in the Company; provided, that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that (i) executes this Agreement or (ii) on whose behalf this Agreement is executed by a Consenting Creditor.

15.09. Interpretation and Rules of Construction. This Agreement is the product of negotiations among the Company Parties and the Consenting Stakeholders, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Company Parties and the Consenting Stakeholders were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.

15.10. Successors and Assigns; Third Parties. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third-party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or Entity, except as otherwise explicitly provided herein.

15.11. Notices. All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

(a)if to the Company, to:

GTT Communications, Inc.

7900 Tysons One Place, Suite 1450

McLean, VA 22102

Attention: Douglass Maynard

E-mail address: doug.maynard@gtt.net

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, New York 10036

Attention: Ira S. Dizengoff, Philip C. Dublin, and Naomi Moss

E-mail address: idizengoff@akingump.com
pdublin@akingump.com

nmoss@akingump.com

(b)if to a Consenting Creditor, to the addresses or facsimile numbers set forth below such Consenting Creditor’s signature to this Agreement or on the applicable Joinder (if any), as applicable,

with a copy to (solely in the case of Consenting Creditors that are members of the Ad Hoc Lender Group):

Milbank LLP
55 Hudson Yards
New York, New York 10001
Attention: Evan R. Fleck, Lauren C. Doyle, and Brian J. Zucco

E-mail address: efleck@milbank.com
ldoyle@milbank.com

bzucco@milbank.com

with a copy to (solely in the case of Consenting Creditors that are members of the 2020 Ad Hoc Lender Group):

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
Attention: Robert Britton, Karen R. Zeituni and Joseph M. Graham

E-mail address: rbritton@paulweiss.com
kzeituni@paulweiss.com

jgraham@paulweiss.com

with a copy to (solely in the case of Consenting Revolving Lenders):

Jones Day
250 Vesey Street

New York, NY 10281

Attention: Brett Barragate and Caitlin R. Hunter

E-mail address: bpbarragate@jonesday.com
crhunter@jonesday.com

with a copy to (solely in the case of Consenting Noteholders that are members of the Ad Hoc Noteholder Group):

Latham & Watkins LLP
330 North Wabash Ave.
Suite 2800
Chicago, Illinois 60611

Attention: Richard A. Levy, Ted Dillman, and Ebba Gebisa

E-mail address: richard.levy@lw.com
ted.dillman@lw.com

ebba.gebisa@lw.com

(c)if to a Consenting Equity Holder, as noted on such Consenting Equity Holder’s signature page(s) hereto or Joinders delivered by such Consenting Equity Holder, as applicable.

(d)if to Spruce House

The Spruce House Partnership, LLC

435 Hudson Street

8th Floor

New York, NY 10014

Attention: Tom Walker

E-mail address: tom@sprucehousecapital.com

with a copy to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022

Attention: Sidney Levinson, Jonathan Levitsky

E-mail address: slevinson@debevoise.com
jelevitsky@debevoise.com

(e)if to I Squared, to:

Cube Telecom Europe Bidco Limited
6 Chesterfield Gardens

Mayfair, London W1J 5BQ

United Kingdom

Attention: Mohamed El Gazzar and Charlotte Dixon

E-mail address: mohamed.el.gazzar@isquaredcapital.com

charlotte.dixon@isquaredcapital.com

with a copy (which shall not constitute notice) to:

I Squared Capital Advisors (US) LLC
600 Brickell Avenue, Penthouse,

Miami, FL 33131

Attention: General Counsel and Charlotte Dixon

E-mail address: generalcounsel@isquaredcapital.com
charlotte.dixon@isquared.com

Linklaters LLP
One Silk Street

London, EC2Y 8HQ

United Kingdom

Attention: Will Aitken-Davies

E-mail address: will.aitken-davies@linklaters.com

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Steven N. Serajeddini

E-mail address: steven.serajeddini@kirkland.com

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attention: Kevin S. McClelland

E-mail address: kevin.mcclelland@kirkland.com

or such other address as may have been furnished by a Party to each of the other Parties by notice given in accordance with the requirements set forth above. Any notice given by delivery, mail (electronic or otherwise), or courier shall be effective when received.

15.12. Fees and Expenses. The Company Parties shall, (A) (i) prior the commencement of the Chapter 11 Cases, pay in full and in cash all accrued reasonable and documented fees, costs, and expenses of the Consenting Creditors’ Advisors and the Indenture Trustee and be obligated to pay such amounts as they come due, including all amounts payable or reimbursable under the applicable fee or engagement letters (including any success or transaction fees when earned) entered into by the applicable Company Party and applicable Consenting Creditors’ Advisor or the Indenture Trustee (which agreements shall not be terminated by the Company Parties before the termination of this Agreement); provided that the Company shall pay all undisputed invoices (which may include an estimate of reasonable fees and expenses through the Petition Date) received and outstanding as of five (5) Business Days prior to the Petition Date, and (ii) following the commencement of the Chapter 11 Cases, (x) seek to pay the ongoing reasonable and documented fees, costs, and expenses of the Ad Hoc Lender Group Advisors, the Revolving Lenders Advisors, and the 2020 Ad Hoc Lender Group Advisors in connection with the Cash Collateral Orders and (y) pay in full and in cash all accrued and unpaid reasonable and documented fees, costs, and expenses of the Consenting Creditors’ Advisors and the Indenture Trustee in accordance with the terms of the Confirmation Order and no later than the Plan Effective Date (the fees and expenses set forth in this Section 15.12, collectively, the “Restructuring Expenses”), and (B) prior the Plan Effective Date, pay in full and in cash all reasonable and documented out of pocket fees, costs, and expenses of Spruce House incurred in connection with the transactions contemplated by this Agreement, not to exceed $500,000 in the aggregate.

15.13. Reservation of Rights. After the termination of this Agreement pursuant to Section 11, the Parties each fully reserve any and all of their respective rights, remedies, claims, and interests, subject to Section 11 in the case of any claim for breach of this Agreement. Further, nothing herein shall be construed to prohibit any Party from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are consistent with this Agreement, the Restructuring Term Sheet, and the Plan and are not for the purpose of, and could not reasonably be expected to have the effect of, hindering, delaying or preventing the consummation of the Restructuring or the I Squared Infrastructure Sale.

15.14. Independent Due Diligence and Decision Making. Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties, and without reliance on any statement of any other Party or Entity (other than such express representations or warranties of the Company Parties contained herein).

15.15. Enforceability of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

15.16. Waiver. If the Restructuring is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.

15.17. Specific Performance. It is understood and agreed by the Parties that, without limiting any other remedies available at law or in equity, money damages would be an insufficient remedy for any breach of this Agreement by any Party, and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

15.18. Several, Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint. Each Consenting Stakeholder is entering into this Agreement directly with the Company and not with any other Party, and the use of a single document is solely for the convenience of the Company. The Consenting Stakeholders have no agreement, arrangement or understanding with respect to acting together for any purpose under this Agreement. Each Party’s decision to enter into this Agreement has been made independently of a decision by any other Party.

15.19. Separately Managed Accounts. The Parties hereto acknowledge that all representations, warranties, covenants, and other agreements made by or with respect to any Consenting Creditor or Consenting Equity Holder that is a separately managed account of an investment manager identified on the signature pages hereto (the “Manager”) are being made only with respect to the assets managed by such Manager on behalf of such Consenting Creditor or Consenting Equity Holder, and shall not apply to (or be deemed to be made in relation to) any assets or interests that may be beneficially owned by such Consenting Creditor or Consenting Equity Holder that are not held through accounts managed by such Manager.

15.20. Severability and Construction. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable.

15.21. Remedies Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not

preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

15.22. Capacities of Consenting Creditors and Consenting Equity Holders. Each Consenting Creditor and Consenting Equity Holder has entered into this agreement on account of all Company Claims/Interests that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims/Interests.

15.23. Relationship Among Consenting Stakeholders and the Company Parties. None of the Consenting Stakeholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to any other Consenting Stakeholder, the Company Parties, or any of the Company Parties’ creditors or other stakeholders, and, other than as expressly set forth herein, there are no commitments among or between the Consenting Stakeholders. It is understood and agreed that any Consenting Creditor may trade in any debt or equity securities of the Company Parties without the consent of the Company Parties or any other Consenting Creditor, subject to applicable securities laws and this Agreement, including Section 7 hereof. No prior history, pattern or practice of sharing confidences among or between any of the Consenting Creditors and/or the Company Parties shall in any way affect or negate this understanding and agreement.

15.24. Effect of Repayment of Claims in Full Prior to Plan Effective Date. Notwithstanding anything herein or in the Plan to the contrary, to the extent that all or any of the Consenting Creditor Claims are paid in full in cash prior to the Plan Effective Date, then such Claims shall not be counted for purposes of termination rights under Section 11.02 of this Agreement and shall be deemed satisfied for distribution purposes and shall not be counted for purposes of calculating consent and holding thresholds in this Agreement; provided, however, this Agreement shall remain binding on the holders of any such Claims in all respects through the consummation of the Restructuring, subject to the terms and conditions of this Agreement and the Plan. For the avoidance of doubt, if any portion of the Priming Facility Claims, Original EMEA Term Loan Claims, 2020 EMEA Term Loan Claims, U.S. Term Loan Claims, and/or Revolving Claims are paid in cash prior to the Plan Effective Date, such amounts that are paid in cash shall not be counted for purposes of calculating the numerator and denominator of any consent and holding thresholds in this Agreement on and after the date of such payment in cash.

15.25. E-mail Consents/Waivers. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, including a written approval by the Company Parties or any Consenting Stakeholders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

15.26. Good Faith Cooperation. The parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable) in respect of all matters concerning the implementation and consummation of the Restructuring Transactions.

Section 16.Disclosure and Public Statements.

The Company shall use commercially reasonable efforts to (i) submit to the Consenting Creditors’ Advisors and I Squared drafts of any press releases or public disclosure documents that disclose the existence or terms of this Agreement or any amendment to the terms of this Agreement at least forty-eight (48) hours prior to making any such disclosure, (ii) afford them a reasonable opportunity under the circumstances to comment on such documents and disclosures, and (iii) consider any such comments in good faith. Except as required by Law, neither the Company nor the Company Advisors shall disclose the principal amount or percentage of any Company Claims/Interests or any other securities of the Company held by any other Party, in each case, without such Party’s prior written consent; provided, that (i) if such disclosure is required by Law, subpoena, or other legal process or regulation, the disclosing Party shall afford the relevant Party a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure (including by way of a protective order) and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Company Claims/Interests held by all the Consenting Stakeholders. Any public filing of this Agreement with the Bankruptcy Court shall not include the executed signature pages to this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written.

GTT COMMUNICATIONS, INC.

By: /s/ Donna Granato

Name: Donna Granato

Title: Interim Chief Financial Officer

GTT COMMUNICATIONS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT AMERICAS, LLC GTT GLOBAL TELECOM GOVERNMENT SERVICES, LLC GC PIVOTAL, LLC

ELECTRA LTD. CORE180, LLC COMMUNICATION DECISIONS - SNVC, LLC

By: /s/ Donna Granato
Name: Donna Granato
Title: Vice President, Treasurer, Secretary and Chief Financial Officer

GTT REMAINCO, LLC

GTT APOLLO HOLDINGS, LLC

GTT APOLLO, LLC

By: /s/ Donna Granato
Name: Donna Granato
Title: Vice President, Treasurer and Chief Financial Officer

GTT HOLDINGS NETHERLANDS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

[Company Signature Page to the Restructuring Support Agreement]

INTEROUTE CLOUD NETHERLANDS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

HIBERNIA NGS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

PERSEUS TELECOM LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

GLOBAL TELECOM AND TECHNOLOGY HOLDINGS IRELAND LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT HOLDINGS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT-EMEA LTD.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

[I Squared Signature Page to the Restructuring Support Agreement]

ACCELERATED CONNECTIONS INC.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

2497817 ONTARIO LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA INTERNATIONAL ASSETS INC.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT COMMUNICATIONS SWITZERLAND SÀRL

By: /s/ Donna Granato

Name: Donna Granato

Title: Managing Officer

GTT NETHERLANDS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

HIBERNIA ATLANTIC CABLE SYSTEM LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

[I Squared Signature Page to the Restructuring Support Agreement]

SIGNED for and on behalf of:

HIBERNIA EXPRESS (IRELAND) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA ATLANTIC (UK) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA EXPRESS (UK) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA MEDIA (UK) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE COMMUNICATIONS HOLDINGS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE COMMUNICATIONS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

[I Squared Signature Page to the Restructuring Support Agreement]

INTEROUTE MEDIA SERVICES LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE NETWORKS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA ATLANTIC COMMUNICATIONS (CANADA) COMPANY

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA EXPRESS (CANADA) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT GMBH

By: /s/ Anthony Hansel

Name: Anthony Hansel

Title: Managing Director

GTT SWITZERLAND SÀRL

By: /s/ Anthony Hansel

Name: Anthony Hansel

Title: Managing Officer

[I Squared Signature Page to the Restructuring Support Agreement]

INTEROUTE MANAGED SERVICES SWEDEN AB

By: /s/ Anthony Hansel

Name: Anthony Hansel

Title: Director

INTEROUTE US LLC

By: /s/ Donna Granato
Name: Donna Granato
Title: Vice President, Treasurer and Chief Financial Officer

[I Squared Signature Page to the Restructuring Support Agreement]

EXHIBIT A

Restructuring Term Sheet


GTT COMMUNICATIONS, INC., ET AL. Restructuring Term Sheet
This restructuring term sheet (this “Term Sheet”) presents the principal terms of the proposed Restructuring of GTT Communications, Inc. and certain of its subsidiaries identified below, which will be effectuated through consummation of the I Squared Infrastructure Sale (as defined in the RSA (as defined below)) followed by the commencement of the Chapter 11 Cases (as defined in the RSA), and confirmation and consummation of a prepackaged chapter 11 plan of reorganization (the “Plan”) on the terms and subject to the conditions set forth herein and in that certain Restructuring Support Agreement, dated as of September 1, 2021, by and among the Company Parties (as defined in the RSA) and the other parties signatory thereto (as amended, supplemented, or otherwise modified from time to time, the “RSA”). This is the “Restructuring Term Sheet” referred to in, and appended to, the RSA. Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in Annex 1 or, if not defined therein, the RSA. THIS TERM SHEET IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS, OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES AS TO ANY CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY, AND OTHER APPLICABLE LAW. THIS TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. NOTHING CONTAINED IN THIS TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RSA, DEEMED BINDING ON ANY OF THE PARTIES. THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND MAY NOT BE SHARED WITH ANY PERSON OTHER THAN THE COMPANY PARTIES AND THE CONSENTING STAKEHOLDERS AND THEIR RESPECTIVE ADVISORS OR EXCEPT AS SET FORTH IN ANY CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY PARTIES AND THE APPLICABLE CONSENTING STAKEHOLDERS OR THEIR RESPECTIVE ADVISORS. THIS TERM SHEET IS BEING PROVIDED AS PART OF A COMPREHENSIVE COMPROMISE AND SETTLEMENT, EACH ELEMENT OF WHICH IS CONSIDERATION FOR THE OTHER ELEMENTS AND AN INTEGRAL ASPECT OF THE RESTRUCTURING. THIS TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL RESTRUCTURING, AND ENTRY INTO OR THE CREATION OF ANY BINDING AGREEMENT IS SUBJECT TO THE EXECUTION OF DEFINITIVE DOCUMENTATION IN FORM AND SUBSTANCE CONSISTENT WITH THIS TERM SHEET AND THE RSA. UNLESS OTHERWISE SET FORTH HEREIN, TO THE EXTENT THAT ANY PROVISION OF THIS TERM SHEET IS INCONSISTENT WITH THE RSA, THE TERMS OF THIS TERM SHEET WITH RESPECT TO SUCH PROVISION SHALL CONTROL. THE RESTRUCTURING DESCRIBED HEREIN WILL BE SUBJECT TO THE NEGOTIATION AND COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN, AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH AGREED AND EXECUTED DEFINITIVE DOCUMENTS. THIS TERM SHEET CONTEMPLATES THAT: 1.THE CREDIT AGREEMENT IS AMENDED TO PROVIDE THAT THE I SQUARED INFRASTRUCTURE SALE PROCEEDS ARE APPLIED TO REPAY ALL 2018 CREDIT FACILITY CLAIMS ON A PRO RATA BASIS; 2.THE CAM AGREEMENT IS AMENDED TO DEFER THE CAM EXCHANGE DATE UNTIL THE TERMINATION OF THE RSA BY THE COMPANY OR CERTAIN CREDITORS; 3.THE I SQUARED INFRASTRUCTURE SALE PROCEEDS ARE DISTRIBUTED AFTER SUCH AMENDMENTS TO THE CREDIT AGREEMENT AND THE CAM AGREEMENT ARE OPERATIVE AND PRIOR TO THE COMMENCEMENT OF THE CHAPTER 11 CASES; AND 4.THE CHAPTER 11 CASES ARE COMMENCED THEREAFTER.

Overview


Company Parties to Commence Chapter 11 Cases			GTT Communications, Inc.; Communication Decisions - SNVC, LLC; Core180, LLC; Electra Ltd.; GC Pivotal, LLC; GTT Americas, LLC; GTT Global Telecom Government Services, LLC; GTT RemainCo, LLC; GTT Apollo Holdings, LLC; and GTT Apollo, LLC.
Venue			United States Bankruptcy Court for the Southern District of New York, Manhattan Division
Claims and Interests to be Repaid and/or Restructured1			Priming Facility Claims: Claims that consist of no less than $278,880,962.53 in principal amount of Priming Facility Term Loans (as of September 1, 2021), plus unpaid interest (including default interest, to the extent applicable), fees, premiums, including the Make-Whole Premium subject to the Make-Whole Premium Exceptions (each, as defined in the Priming Facility Credit Agreement), and all other obligations, amounts, and expenses arising under or in connection with the Priming Facility Credit Agreement held by the Priming Facility Lenders (the “Priming Facility Claims”). 2020 EMEA Term Loan Claims: Claims that consist of no less than $138,250,000.00 in principal amount of 2020 EMEA Term Loans (as of September 1, 2021), plus unpaid interest (including default interest, to the extent applicable), fees, premiums, including the Prepayment Premium (as defined in the Credit Agreement), and all other obligations, amounts, and expenses arising under or in connection with the Credit Agreement held by the 2020 EMEA Term Loan Lenders (the “2020 EMEA Term Loan Claims”). Original EMEA Term Loan Claims: Claims that consist of no less than €727,500,000.00 in principal amount of Original EMEA Term Loans (as of September 1, 2021), plus unpaid interest (including default interest, to the extent applicable), fees, and all other obligations, amounts, and expenses arising under or in connection with the Credit Agreement held by the Original EMEA Term Loan Lenders (the “Original EMEA Term Loan Claims”). U.S. Term Loan Claims: Claims that consist of no less than $1,716,900,000.00 in principal amount of U.S. Term Loans (as of September 1, 2021), plus unpaid interest (including default interest, to the extent applicable), fees, and all other obligations, amounts, and expenses arising under or in connection with the Credit Agreement held by the U.S. Term Loan Lenders (the “U.S. Term Loan Claims”). Revolving Claims: Claims that consist of no less than $74,834,827.03 in principal amount of Revolving Loans (as of September 1, 2021), plus unpaid interest (including default interest, to the extent applicable), fees, and all other obligations, amounts, and expenses arising under or in connection with the Credit Agreement held by the Revolving Lenders (the “Revolving Claims”). Hedging Claims: Claims on account of Hedging Obligations under Secured Hedge Agreements (each as defined in the Credit Agreement) (the “Hedging Obligations”) held by the Secured Hedge Providers (as defined in the Credit Agreement) (the “Hedging Claims”). U.S. Secured Claims: The U.S. Term Loan Claims, the Revolving Claims, and the Hedging Claims shall together constitute the “U.S. Secured Claims” and, together with the Original EMEA Term Loan Claims and the 2020 EMEA Term Loan Claims shall constitute the “2018 Credit Facility Claims.” Senior Notes Claims: Claims that consist of no less than $575,000,000.00 in principal amount of Senior Notes (as of September 1, 2021), plus unpaid interest, fees, and all other obligations, amounts, and expenses arising and payable under the Senior Notes Indenture (the “Senior Notes Claims”). General Unsecured Claims: Claims that consist of any prepetition Claim against a Debtor that is not (x) a Priming Facility Claim, Revolving Claim, 2020 EMEA Term Loan Claim, Original EMEA Term Loan Claim, U.S. Term Loan Claim, Hedging Claim, Senior Notes Claim, or Intercompany Claim or (y) a Claim that is secured by collateral, subordinated, or entitled to priority under the Bankruptcy Code (the “General Unsecured Claims”). Existing GTT Equity Interests: The Existing GTT Equity Interests. Spruce House Equity Interests: The Existing GTT Equity Interests beneficially owned by The Spruce House Partnership, LLC (“Spruce House”) and its Affiliates, which shall be transferred to the Company for no consideration pursuant to the Spruce House Transfer (the “Spruce House Equity Interests”).


1 Any amounts equivalent to postpetition interest at the default rate that are accrued and unpaid as of the Plan Effective Date shall be paid in full in cash on the Plan Effective Date. Notwithstanding anything herein to the contrary any Claim for postpetition interest shall be without duplication to any adequate protection payments made on account of postpetition default interest.


Overview of Restructuring			Credit Agreement Forbearance and Consent: Contemporaneously with their execution of the RSA, the Consenting U.S. Term Loan Lenders, Consenting Revolving Lenders, Consenting Original EMEA Term Loan Lenders, and Consenting 2020 EMEA Term Loan Lenders will execute the Credit Agreement Forbearance and Consent thereby consenting to, among other things, the terms of the Credit Agreement Amendment attached thereto as Annex A, CAM Amendment attached thereto as Annex B and Foreign Obligor Forbearance Agreement attached thereto as Annex C. Immediately following the Agreement Effective Date, the Administrative Agent shall commence a consent solicitation to obtain (i) additional signatures to the Credit Agreement Forbearance and Consent, and (ii) RSA Joinders. The Credit Agreement Forbearance and Consent and the Foreign Obligor Forbearance Agreement will be effective upon execution of the Credit Agreement Forbearance and Consent and the RSA by the Required Lenders and the Required Revolving Lenders (each, as defined in the Credit Agreement) (the “Required Lender Consent Condition”); provided, that the Credit Agreement Amendment and CAM Amendment shall become operative only upon execution of the Credit Agreement Forbearance and Consent by (i) U.S. Term Loan Lenders who collectively hold more than 50% of the outstanding principal amount of U.S. Term Loans, (ii) Original EMEA Term Loan Lenders who collectively hold more than 50% of the outstanding principal amount of Original EMEA Term Loans, and (iii) 2020 EMEA Term Loan Lenders who collectively hold more than 50% of the outstanding principal amount of 2020 EMEA Term Loans (the “Amendments Consent Condition,” and, together with the Required Lender Consent Condition, the “Consent Conditions”). In addition, contemporaneously with the execution of the RSA and the Credit Agreement Forbearance and Consent and in furtherance of the Restructuring, the Consenting Noteholders, the Parent, GTT Americas, LLC, a Delaware limited liability company, GC Pivotal, LLC, a Delaware limited liability company, Communication Decisions – SNVC, LLC, a Virginia limited liability company, Electra Ltd., a Virginia corporation, Core180, LLC, a Delaware limited liability company, GTT RemainCo, LLC, a Delaware limited liability company, GTT Apollo Holdings, LLC, a Delaware limited liability company, GTT Apollo, LLC, a Delaware limited liability company, and Interoute US LLC, a Delaware limited liability company, will execute the Senior Noteholder Forbearance Agreement. Infrastructure Sale: Contemporaneously with the execution of the RSA, the I Squared Infrastructure Sale Agreement shall be amended by execution of the I Squared Infrastructure Sale Agreement Amendment. Prior to the consummation of the I Squared Infrastructure Sale and the I Squared Infrastructure Sale Proceeds Paydown (as defined below), the RSA Holdings Condition shall have been satisfied. The I Squared Infrastructure Sale shall be consummated prior to the commencement of the Chapter 11 Cases. All Net Cash Proceeds of the I Squared Infrastructure Sale will be distributed in accordance with the terms of the Credit Agreement Forbearance and Consent, the RSA, this Term Sheet and the Plan; provided that the Company shall retain $35 million of such proceeds to fund the Chapter 11 Cases and for working capital purposes in accordance with the Approved Budget, which proceeds shall be the cash collateral of the Administrative Agent and the holders of the 2018 Credit Facility Claims (the “Retained Cash Proceeds”). Chapter 11 Cases: Following the completion of the I Squared Infrastructure Sale and as soon as reasonably practicable after the I Squared Infrastructure Sale Proceeds Paydown, the Company shall commence the solicitation of votes on the Plan from holders of impaired Claims who are entitled to vote on the Plan, and, thereafter, each of the Company Parties will commence the Chapter 11 Cases in the Bankruptcy Court to pursue confirmation and consummation of the Plan in accordance with the terms of the RSA and this Term Sheet, including the solicitation of votes from equityholders if required by the Bankruptcy Court. Use of Cash Collateral: The Chapter 11 Cases will be financed through the consensual use of cash collateral, including the Retained Cash Proceeds. The Debtors will seek entry of the Interim Cash Collateral Order attached to the RSA as Exhibit C. Adequate protection on the Remaining 2018 Credit Facility Claims (as defined below) following the I Squared Infrastructure Sale Proceeds Paydown shall include, among other things, cash payments during the Chapter 11 Cases equal to the contractual rate of default interest applicable to each respective category of Claims comprising the 2018 Credit Facility Claims, which adequate protection shall not be subject to recharacterization or disgorgement if the Plan is consummated; provided that the payment of such default interest shall not impact the Strike Price of the Noteholder Warrants or the Equityholder Warrants.


Infrastructure Sale Proceeds
Paydown of Certain Claims from Infrastructure Sale Proceeds			After the RSA Holdings Condition is satisfied and the Credit Agreement Amendment and CAM Amendment become operative, but prior to the commencement of the Chapter 11 Cases, and by not later than the fifth (5th) Business Day following the Company’s receipt of proceeds from the I Squared Infrastructure Sale, all Net Cash Proceeds of the I Squared Infrastructure Sale received by the Company (other than the Retained Cash Proceeds) shall be used to: (a)first, prepay in Cash the Priming Facility Claims in full; and (b)second, partially prepay in Cash the 2020 EMEA Term Loan Claims, the Original EMEA Term Loan Claims and the U.S. Secured Claims on a pro rata2 basis ((a) and (b) together, the “I Squared Infrastructure Sale Proceeds Paydown”). The I Squared Infrastructure Sale Proceeds Paydown shall be made to record holders of the above-listed Claims listed on the lender register maintained by the Priming Facility Agent or the Administrative Agent, as applicable, as of the date that is five (5) Business Days prior to the date of the I Squared Infrastructure Sale Proceeds Paydown. The U.S. Secured Claims, the Original EMEA Term Loan Claims and the 2020 EMEA Term Loan Claims that remain outstanding following the I Squared Infrastructure Sale Proceeds Paydown are hereinafter referred to as the “Remaining U.S. Secured Claims”, the “Remaining Original EMEA Term Loan Claims” and the “Remaining 2020 EMEA Term Loan Claims,” respectively, and, collectively, the “Remaining 2018 Credit Facility Claims.”



2 The pro rata split of Net Cash Proceeds of the I Squared Infrastructure Sale among holders of 2020 EMEA Term Loan Claims, Original EMEA Term Loan Claims and U.S. Secured Claims shall be calculated using the Exchange Rate (as defined in the I Squared Infrastructure Sale Agreement). The Net Cash Proceeds of the Infrastructure Sale shall be converted into U.S. Dollars to repay U.S. Dollar-denominated Claims or Euros to repay Euro-denominated Claims, as needed, at the Exchange Rate (as defined in the I Squared Infrastructure Sale Agreement).


Original EMEA Settlement			Notwithstanding the terms of the I Squared Infrastructure Sale Proceeds Paydown detailed above, if the Consent Conditions are satisfied then, in accordance with the CAM Amendment, on the date on which the proceeds of any sale of all or substantially all of the Infrastructure Business (including, without limitation, the I Squared Infrastructure Sale) that occurs on or prior to the Plan Effective Date are applied to repay the 2018 Credit Facility Claims, the holders of U.S. Secured Claims shall turn over to the Administrative Agent $32.5 million of Net Cash Proceeds that would otherwise be payable pro rata to the holders of U.S. Secured Claims in connection with such paydown (the “Original EMEA Cash Turnover Amount”), and the Administrative Agent shall hold the Original EMEA Cash Turnover Amount in escrow in accordance with the CAM Amendment. Subject to the occurrence of and on the Plan Effective Date, the Original EMEA Cash Turnover Amount shall be distributed on a pro rata basis to holders of Original EMEA Term Loan Claims who have executed each of the Credit Agreement Forbearance and Consent and the RSA by the RSA Deadline (such Original EMEA Term Loan Lenders, the “Original EMEA Cash Turnover Recipients”).3 In exchange, on the Plan Effective Date, the Original EMEA Cash Turnover Recipients shall turn over their pro rata share of $32.5 million of New Equity Interests (calculated based on an assumed $1.3 billion total enterprise value for the Reorganized Debtors and their direct and indirect non-Debtor subsidiaries, on a consolidated basis (the “Equity Turnover Valuation”))4 to holders of U.S. Secured Claims on a pro rata basis (the “Original EMEA Equity Turnover” and, together with the Original EMEA Cash Turnover Amount, the “Original EMEA Settlement Reallocations”). Notwithstanding the foregoing, 2020 EMEA Cash Turnover Recipients (as defined below) may elect not to participate in the Original EMEA Settlement Reallocations with respect to any Original EMEA Term Loan Claims they hold.5 Each 2020 EMEA Cash Turnover Recipient will be offered the ability to make the election to not participate in the Original EMEA Settlement Reallocation with respect to any Original EMEA Term Loan Claims they hold before the date of confirmation of the Plan (whether through the ballots soliciting votes on the Plan or otherwise).


3 The Original EMEA Cash Turnover Amount shall be converted into Euros at the Exchange Rate (as defined in the Credit Agreement) as of two Business Days prior to the Plan Effective Date. 4 The Equity Turnover Valuation shall apply solely for purposes of effectuating the Original EMEA Equity Turnover. 5 For the avoidance of doubt, 2020 EMEA Term Loan Lenders will in all cases participate in the Original EMEA Settlement Reallocations with respect to any U.S. Secured Claims they hold.


2020 EMEA Settlement			Notwithstanding the terms of the I Squared Infrastructure Sale Proceeds Paydown detailed above, if the Consent Conditions are satisfied then, in accordance with the CAM Amendment, on the date on which the proceeds of any sale of all or substantially all of the Infrastructure Business (including, without limitation, the I Squared Infrastructure Sale) that occurs on or prior to the effective date of any chapter 11 plan for one or more Company entities are applied to repay the 2018 Credit Facility Claims, the holders of U.S. Secured Claims and Original EMEA Term Loan Claims shall turn over to the Administrative Agent $2.4 million of Net Cash Proceeds that would otherwise be payable pro rata to such holders in connection with such paydown (the “2020 EMEA Cash Turnover Amount”), and the Administrative Agent shall distribute such amount to holders of 2020 EMEA Term Loan Claims who have executed each of the Credit Agreement Forbearance and Consent and the RSA within three (3) Business Days of the Agreement Effective Date (such 2020 EMEA Term Loan Lenders, together with their successors and assigns, the “2020 EMEA Cash Turnover Recipients”) (such turnover, the “2020 EMEA Settlement Reallocation”). Within five (5) Business Days following a determination by any Chosen Court (which any Party may seek on an expedited basis) that (i) a 2020 EMEA Cash Turnover Recipient materially breached the RSA and (ii) at least one material transaction contemplated by the RSA cannot be consummated substantially contemporaneously with the balance of the restructuring transactions contemplated by the RSA, such 2020 EMEA Cash Turnover Recipient shall disgorge the portion of the 2020 EMEA Cash Turnover Amount received by such 2020 EMEA Cash Turnover Recipient (or, if the 2020 EMEA Settlement Reallocation has not occurred, forfeit any entitlement to its portion of the 2020 EMEA Cash Turnover Amount), which disgorged or forfeited amounts will be redistributed (through the Administrative Agent) to holders as of such date of U.S. Secured Claims and Original EMEA Term Loan Claims on a pro rata basis. The 2020 EMEA Cash Turnover Recipients agree that if any portion of the Infrastructure Sale Transaction Payment that must be disgorged pursuant to this provision has not been disgorged by the time a subsequent distribution is due (the “Alternative Distribution Date”) to be made to such 2020 EMEA Cash Turnover Recipient in connection with any restructuring transaction related to the Company (such undisgorged amount, an “Undisgorged Amount”), then such 2020 EMEA Cash Turnover Recipient shall be deemed to have waived its right to, and the Company or the Administrative Agent (as applicable) shall reallocate, first, such 2020 EMEA Cash Turnover Recipient’s Cash distribution(s) (if any) (on a dollar-for-dollar basis), second, to the extent such Cash is insufficient to satisfy the Undisgorged Amount in full, such 2020 EMEA Cash Turnover Recipient’s distribution of debt in any of the reorganized Company entities (if any) (on a dollar-for-dollar basis), and third, to the extent such debt is insufficient to satisfy the Undisgorged Amount in full, such 2020 EMEA Cash Turnover Recipient’s distribution of equity in any of the reorganized Company entities which shall be valued at an amount to be reasonably agreed upon between the 2020 EMEA Cash Turnover Recipient and the holders of a majority of the U.S. Secured Claims and Original EMEA Term Loan Claims or, if such parties cannot reach an agreement on the value of such equity, an amount based on the total enterprise value prepared by the Debtors’ investment banker and set forth in a bankruptcy court approved disclosure statement for the chapter 11 plan under which such equity in any of the reorganized Company entities will be issued, with the determination of such investment banking firm to be final and conclusive to holders of U.S. Secured Claims and Original EMEA Term Loan Claims (or their designated affiliates, managed funds or accounts, or other designees) on a pro rata basis until the amount of such Undisgorged Amount has been satisfied in full (the “2020 EMEA Cash Turnover Recipient Waiver”),6 provided that with respect to the Undisgorged Amount, the Company shall pay interest at the contractual default rate applicable to (i) in the case of such amounts redistributable hereunder to holders of U.S. Secured Claims, the U.S. Secured Claims, and (ii) in the case of amounts redistributable hereunder to holders of Original EMEA Term Loan Claims, the Original EMEA Term Loan Claims, in each case accruing from the date of the Infrastructure Sale Transaction Payment through and including the Alternative Distribution Date. Any Consenting 2020 EMEA Term Loan Lender that materially breaches the RSA agrees that its consent rights in the RSA shall be limited to the Consenting 2020 EMEA Term Loan Lenders Modified Consent. To the extent there is any dispute raised by such Consenting 2020 EMEA Term Loan Lender over whether a material breach has occurred, such dispute may be heard and determined by any Chosen Court on an expedited basis.

6 This assumes the CAM Exchange Date has not been triggered.


Treatment of Claims and Interests7
Administrative Expense Claims and Priority Tax Claims			Except to the extent that a holder of an Allowed Administrative Expense Claim or an Allowed Priority Tax Claim agrees to a less favorable treatment, each holder of an Allowed Administrative Expense Claim and an Allowed Priority Tax Claim shall receive, in full and final satisfaction of such Claim, Cash in an amount equal to such Allowed Claim on the Plan Effective Date or as soon as practicable thereafter or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.
Other Secured Claims			Except to the extent that a holder of an Allowed Other Secured Claim agrees to a less favorable treatment, in full and final satisfaction of such Allowed Other Secured Claim, each holder of an Allowed Other Secured Claim shall receive, at the option of the Debtors, with the consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned, or delayed) if on the Plan Effective Date, or the Reorganized Debtors if after the Plan Effective Date, (i) payment in full in Cash, payable on the later of the Plan Effective Date and the date that is ten (10) Business Days after the date on which such Other Secured Claim becomes an Allowed Other Secured Claim, in each case, or as soon as reasonably practicable thereafter, (ii) reinstatement of such holders’ Allowed Other Secured Claim, or (iii) such other treatment so as to render such holder’s Allowed Other Secured Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code. Unimpaired – Presumed to Accept.
Other Priority Claims			Except to the extent that a holder of an Allowed Other Priority Claim agrees to a less favorable treatment, in full and final satisfaction of such Allowed Other Priority Claim, each holder of an Allowed Other Priority Claim shall receive, at the option of the Debtors, with the consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned, or delayed) if on the Plan Effective Date, or the Reorganized Debtors if after the Plan Effective Date, (i) payment in full in Cash, payable on the later of the Plan Effective Date and the date that is ten (10) Business Days after the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, in each case, or as soon as reasonably practicable thereafter or (ii) such other treatment so as to render such holder’s Allowed Other Priority Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code. Unimpaired – Presumed to Accept.


7 The following sections describing the treatment of Claims and Interests under the Plan reflect that the I Squared Infrastructure Sale Proceeds Paydown will occur prior to the Petition Date.


Remaining 2018 Credit Facility Claims			The Remaining 2018 Credit Facility Claims shall be Allowed in full. On the Plan Effective Date, each holder of a Remaining 2018 Credit Facility Claim (or its designated affiliate, managed fund or account, or other designee) shall receive, in full and final satisfaction of such Remaining 2018 Credit Facility Claim: (i)its pro rata share of the New GTT Term Loans (as defined in the term sheet attached hereto as Annex 2 (the “New GTT Term Loan Term Sheet”); (ii)its pro rata share of the Secured Claims New Equity Interests, subject to the Original EMEA Equity Turnover; (iii)its pro rata share of the Noteholder New Common Equity Investment Cash (if any); (iv)its pro rata share of Cash in the amount of any Excess Cash;8 and (v)the right to receive its pro rata share of the Deferred Consideration.9 In each of (i)-(v) above, “pro rata” means the same pro rata split among 2018 Credit Facility Claims that was used to effectuate the I Squared Infrastructure Sale Proceeds Paydown. Notwithstanding anything to the contrary set forth in the Plan or any agreement implemented in connection with the Plan, any assignment or transfer by a holder of a Remaining 2018 Credit Facility Claim to an affiliate or managed fund or account, or to any Person that, immediately prior to such transfer, is party to, or an affiliate to a party to, a derivative or participation transaction with such holder that transfers the economics of ownership from the holder to such Person, in each case, in connection with the distribution of the recoveries described in this section (or with an Undisgorged Amount) shall be permitted. Letters of Credit, to the extent undrawn, shall remain outstanding and, shall each be cash collateralized by the Company by the Agreement Effective Date, and (a) in the case of any Letters of Credit which support the Infrastructure Business, shall be replaced or backstopped by the issuance of new letters of credit obtained by I Squared in accordance with the I Squared Infrastructure Sale Agreement, or (b) in the case of any Letters of Credit which do not support the Infrastructure Business, shall, on the Plan Effective Date, be replaced or backstopped by the issuance of new letters of credit obtained under the Exit Revolving Credit Facility (as defined below) (or other letter of credit facility established for the account of the Reorganized Debtors, as determined by the Debtors, with the consent of the Required Consenting 2018 Credit Facility Creditors, which consent shall not be unreasonably withheld, conditioned, or delayed). In the event that a Letter of Credit issued under the Credit Agreement is drawn during the pendency of the Chapter 11 Cases and funded by the issuing bank under the Credit Agreement, the issuing bank shall be entitled to reimbursement from such cash collateral. Notwithstanding the foregoing, nothing in this section shall be deemed to modify any 2020 EMEA Cash Turnover Recipient Waiver. Impaired – Entitled to Vote.


8 Payments of Excess Cash shall be paid to holders of 2018 Credit Facility Claims in the currency of the relevant underlying loans and shall be funded first, with Retained Cash Proceeds on deposit in the Designated Control Account (as defined in the Credit Agreement) on the Plan Effective Date that constitute Excess Cash and thereafter, with all other Excess Cash. 9 Payments of Deferred Consideration shall be paid to holders of 2018 Credit Facility Claims (and Remaining 2018 Credit Facility Claims) in the currency of the relevant underlying loans.


Senior Notes Claims			The Plan shall allow the Senior Notes Claims in full. On the Plan Effective Date, each holder of a Senior Notes Claim will receive, in full and final satisfaction of such Senior Notes Claim: (i)its pro rata share of the Noteholder New Equity Interests; (ii)its pro rata share of the Noteholder Warrants; and (iii)the right to participate in the Noteholder New Common Equity Investment. Impaired – Entitled to Vote.
General Unsecured Claims			Except to the extent that a holder of an Allowed General Unsecured Claim and the Company Entity against which such Allowed General Unsecured Claim is asserted agree to less favorable treatment for such holder, each such Allowed General Unsecured Claim shall be satisfied in full in the ordinary course of business. Each holder of an Allowed General Unsecured Claim that has not been satisfied in the ordinary course of business shall receive, in full and final satisfaction of such Allowed General Unsecured Claim, payment in full in cash on the date such Claim becomes an Allowed Claim as if the Chapter 11 Cases had not been commenced, provided that notwithstanding anything herein to the contrary claims for rejection damages in connection with any rejected non-residential real property lease shall be subject to the limitations of section 502(b)(6) of the Bankruptcy Code. The Plan shall provide that rights to prosecute all preference actions pursuant to section 547 of the Bankruptcy Code are waived. Unimpaired – Presumed to Accept.
Section 510(b) Claims			On the Plan Effective Date, Section 510(b) Claims will be canceled, released, discharged, and extinguished, and will be of no further force or effect, and holders of Section 510(b) Claims will not receive any distribution on account of such Section 510(b) Claim. Impaired – Deemed to Reject.
Intercompany Claims			On the Plan Effective Date, all Intercompany Claims will be adjusted, reinstated, or cancelled, as determined by (i) the Debtors, with the consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned, or delayed) or (ii) the Reorganized Debtors in their reasonable discretion. Unimpaired – Presumed to Accept.
Intercompany Interests			On the Plan Effective Date, all Intercompany Interests (which will include all Interests other than the equity of the Parent) will be adjusted, reinstated, or cancelled, as determined by (i) the Debtors, with the consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned, or delayed) or (ii) the Reorganized Debtors in their reasonable discretion. Unimpaired – Presumed to Accept.
Existing GTT Equity Interests			On the Plan Effective Date, each holder of an Existing GTT Equity Interest will receive, in full and final satisfaction of such Existing GTT Equity Interest, its pro rata share of the Equityholder Warrants. Impaired – Deemed to Reject/Entitled to Vote (subject to order of the Bankruptcy Court).
Spruce House Equity Interests			Spruce House and its Affiliates shall, pursuant to the terms of the Stock Transfer Agreement, transfer any and all Spruce House Equity Interests to the Company for no consideration, and accordingly, shall not receive any Equityholder Warrants.
Other Key Terms of the Plan
Noteholder Warrants			The Noteholder Warrants shall have the terms and conditions set forth on the term sheet attached hereto as Annex 3 (the “Noteholder Warrant Term Sheet”).


Equityholder Warrants			The Equityholder Warrants shall have the terms and conditions set forth on the term sheet attached hereto as Annex 4 (the “Equityholder Warrant Term Sheet”) and shall be identical to the Noteholder Warrants in all respects, except that the Equityholder Warrants shall be exercisable for 4.9% of the New Equity Interests based upon an exercise price implied by a $2.8 billion total enterprise value of the Reorganized Parent, as of the Plan Effective Date.
Noteholder New Common Equity Investment			In connection with the Restructuring, holders of Senior Notes Claims will be entitled to purchase up to $50 million of the New Equity Interests issued and outstanding on the Plan Effective Date (the “Noteholder New Common Equity Investment”) at a per share price that implies an enterprise value that would result in a par plus accrued recovery for holders of Remaining 2018 Credit Facility Claims. The Noteholder New Common Equity Investment will be structured as a rights offering through which eligible holders of Senior Notes Claims will receive subscription rights to participate in the Noteholder New Common Equity Investment on a pro rata basis. For the avoidance of doubt, any New Equity Interests purchased pursuant to the Noteholder New Common Equity Investment will reduce the Secured Claims New Equity Interests and shall not reduce the Noteholder New Equity Interests. The aggregate amount of Cash received by the Debtors from participating Noteholders for New Equity Interests in the Noteholder New Common Equity Investment is referred to herein as the “Noteholder New Common Equity Investment Cash”. The issuance of subscription rights to each Noteholder to participate in the Noteholder New Common Equity Investment and the issuance of the New Equity Interests sold in the Noteholder New Common Equity Investment shall be exempt from the registration requirements of the securities laws as a result of section 1145 of the Bankruptcy Code or, if section 1145 is not available, then otherwise exempt from registration under the Securities Act of 1933, as amended, and any other applicable securities laws.
Unexpired Leases and Executory Contracts			As of and subject to the occurrence of the Plan Effective Date and the payment of any applicable cure amount, the Debtors shall assume and assign all executory contracts and unexpired leases, unless such contract or lease: (i) was previously assumed or rejected; (ii) was previously expired or terminated pursuant to its own terms; (iii) is the subject of a motion to reject, assume, or assume and assign filed on or before the entry of the Confirmation Order; or (iv) is designated specifically as an executory contract or unexpired lease on a schedule attached to the Plan (which such schedule may be amended or supplemented prior to the Plan Effective Date); provided that the rejection of any executory contract or unexpired lease shall be subject to the consent of the Required Consenting Creditors (not to be unreasonably withheld, conditioned, or delayed); provided further that the Debtors shall reasonably consult with the Consenting Creditors’ Advisors regarding the assumption of any executory contracts or unexpired leases prior to confirmation of the Plan. For the avoidance of doubt, as set forth above, claims for rejection damages in connection with any rejected non-residential real property lease shall be subject to the limitations of section 502(b)(6) of the Bankruptcy Code. The consummation of the Plan and the implementation of the transactions contemplated by the RSA and the Plan are not intended to, and shall not, constitute a “change in control” or other similar event under any lease, contract, or agreement to which a Debtor is a party. I Squared Infrastructure Sale Transaction Documents: Notwithstanding anything to the contrary provided herein or in the RSA, the applicable Debtors or Reorganized Debtors, as applicable, shall assume all I Squared Infrastructure Sale Transaction Documents to which a Debtor is a party; provided, that the Debtors shall reasonably consult with the Required Consenting Creditors regarding the assumption or rejection of the I Squared Infrastructure Sale Transaction Documents or related new agreements.


Governance / New Board			The New Corporate Governance Documents, other organizational documents of each Company Party, and the composition of the initial board of directors of the Reorganized Parent (the “New Board”) shall each be consistent with this Term Sheet and the term sheet attached hereto as Annex 5 (the “Governance Term Sheet”).
Strategic Planning Committee			On the date the RSA Holdings Condition is satisfied, the Company shall amend the SPC Charter in accordance with the form attached to the RSA as Exhibit J.
Management Incentive Plan			The Reorganized Debtors will establish a pool of 10% of the New Equity Interests determined on a fully-diluted basis, excluding the New Equity Interests issuable upon exercise of the Noteholder Warrants and excluding the New Equity Interests issuable upon exercise of the Equityholder Warrants and subject to adjustment as described below, for awards under the MIP. As soon as practicable following the issuance of New Equity Interests issued in connection with the exercise of any Noteholder Warrants or Equityholder Warrants (the “Additional New Equity Interests”), the MIP pool will be equitably increased to reflect the dilutive effect of the Additional New Equity Interests, and any awards previously awarded under the MIP will be equitably adjusted to prevent dilution or enlargement with respect to such awards and such adjusted awards will reduce the amount of the MIP pool (as adjusted) that is available for subsequent grant, subject to the terms of the MIP with respect to share usage. The form, terms, allocation, and vesting of awards and other terms and conditions of the MIP shall be mutually agreed upon prior to the Plan Effective Date by (x) the Parent’s Chief Executive Officer and (y) those members of the Board of Directors of Parent who were appointed to the Board of Directors of the Parent and the Strategic Planning Committee in January 2021 (or their applicable successors) and shall be reasonably acceptable to the Required Consenting Creditors.
Indemnification			On the Plan Effective Date, the indemnification provisions currently in place (whether in the certificates or articles of incorporation, certificates or articles of formation, bylaws, constitutions, limited liability company agreements, other forms of organizational documents, indemnification agreements or employment contracts) for current and former directors, officers, employees and their respective affiliates shall be assumed by the Reorganized Debtors and will remain in full force and effect following the Plan Effective Date, and remain subject to the limitations of the Delaware General Corporation Law including the limitations contained therein on a corporation’s ability to indemnify officers and directors.
Exit Revolving Credit Facility			In advance of the Plan Effective Date, the Debtors may, with the consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned, or delayed), seek to obtain a new cash flow/asset-based revolving credit facility of up to $75 million in the aggregate on terms acceptable to the Required Consenting Creditors (the “Exit Revolving Credit Facility”).
Cancellation of Loans, Instruments, Certificates, and other Documents			On the Plan Effective Date, and except as otherwise set forth in the Plan, all loans, instruments, certificates evidencing debt of the Debtors will be cancelled, and all obligations of the Debtors thereunder will be discharged.
Release, Discharge, Injunction, and Exculpation			The Plan will contain customary release, discharge, injunction, and exculpation provisions as further set forth herein.


Tax Structure			The terms of the Restructuring will be structured to maximize tax efficiencies for each of the Company Parties and the Consenting Creditors, as agreed to by the Debtors and the Required Consenting Creditors. The Company shall execute the Stock Transfer Agreement only if, prior to execution of such agreement, the Company reasonably determines that the Spruce House Transfer does not result in negative tax consequences to the Company.
Retention of Jurisdiction			The Plan will provide for a customary retention of jurisdiction by the Bankruptcy Court for (i) resolution of Claims, (ii) allowance of compensation and expenses for pre-Plan Effective Date services, (iii) resolution of motions, adversary proceedings, or other contested matters, (iv) entry of such orders as necessary to implement or consummate the Plan and any related documents or agreements, and (v) other purposes.
Restructuring Expenses			The Company will pay all Restructuring Expenses in accordance with the RSA.
Professional Fee Escrow			The Plan will require the establishment of a professional fee escrow account (the “Professional Fee Escrow”) to be funded with Cash in the amount equal to the Professional Fee Reserve Amount (as defined below). It will be a condition precedent to the substantial consummation of the Plan that the Company will have funded the Professional Fee Escrow in full in Cash in an amount equal to the Professional Fee Reserve Amount. The Professional Fee Escrow will be maintained in trust solely for the benefit of professionals retained pursuant to section 327, 328, 363, or 1103 of the Bankruptcy Code by the Company or any official committee appointed in the Chapter 11 Cases (collectively, the “Professionals”). The Professional Fee Escrow will not be considered property of the Company, the Estates, or its affiliates, and no liens, claims, or interests will encumber the Professional Fee Escrow or funds held in the Professional Fee Escrow in any way. The “Professional Fee Reserve Amount” will consist of the total amount of unpaid compensation and unreimbursed expenses incurred by Professionals from the Petition Date through and including the Plan Effective Date, in each case as estimated in good faith by the applicable Professional. For the avoidance of doubt, any remainder in the Professional Fee Escrow following payment of all allowed Professional fee claims shall revert to the Reorganized Debtors.
I Squared Release			In connection with Confirmation of the Plan and in accordance with the RSA, the Buyer, I Squared, certain affiliates of the Buyer and I Squared and the Company Parties shall provide mutual releases on the same terms as the release set forth on Schedule 26 of the I Squared Infrastructure Sale Agreement, and the Confirmation Order shall approve such mutual releases.


Termination of Secured Hedge Agreements			Notwithstanding anything to the contrary in any of the Secured Hedge Agreements (as defined in the Credit Agreement) or any of the Loan Documents (as defined in the Credit Agreement), the Parent and the Secured Hedge Provider (as defined in the Credit Agreement) party thereto hereby agree that by no later than the occurrence of the Completion (as defined in the I Squared Infrastructure Sale Agreement), all outstanding transactions under each Secured Hedge Agreement shall be terminated (such date of termination, the “Swap Termination Date”), at which point the Early Termination Amount (as defined in the applicable Secured Hedge Agreement) shall become immediately payable in full (together with any other amounts payable to the Secured Hedge Provider in respect to the Secured Hedge Agreements) on the date that is no more than two (2) Business Days after the Swap Termination Date. The Parent and the applicable Secured Hedge Provider hereby waive any notice periods or other notice-related requirements relating to termination of such Secured Hedge Agreements thereunder.


Releases by Debtors			As of the Plan Effective Date, except for the rights that remain in effect from and after the Plan Effective Date to enforce the Plan, the Definitive Documents, and the obligations contemplated by the Restructuring or as otherwise provided in any order of the Bankruptcy Court, on and after the Plan Effective Date, the Released Parties will be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, by and on behalf of the Debtors and the Estates, in each case on behalf of itself and its respective successors, assigns, and representatives and any and all other Persons that may purport to assert any Cause of Action derivatively, by or through the foregoing Persons, from any and all Claims and Causes of Action whatsoever (including any derivative claims, asserted or assertable on behalf of the Debtors or the Estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that the Debtors, the Estates, or their affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors or the Estates, the Chapter 11 Cases, the Restructuring, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated under the Plan, the business or contractual arrangements or interactions between the Debtors and any Released Party, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the negotiation, formulation, preparation, or consummation of the RSA, the Restructuring, the Cash Collateral Orders, the Disclosure Statement, the Plan Supplement, the Plan and related agreements, instruments, and other documents, the solicitation of votes with respect to the Plan, the New GTT Financing Documentation, the New Corporate Governance Documents, and all other Definitive Documents, in all cases based upon any act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth in the preceding paragraph shall not be construed as releasing any Released Party from any Claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence.


Releases by Third Parties			As of the Plan Effective Date, except for the rights that remain in effect from and after the Plan Effective Date to enforce the Plan, the Definitive Documents, and the obligations contemplated by the Restructuring or as otherwise provided in any order of the Bankruptcy Court, on and after the Plan Effective Date, the Released Parties will be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, by the Releasing Parties, in each case on behalf of itself and its respective successors, assigns, and representatives and any and all other Persons that may purport to assert any Cause of Action derivatively, by or through the foregoing Persons, in each case solely to the extent of the Releasing Parties’ authority to bind any of the foregoing, including pursuant to agreement or applicable non-bankruptcy law, from any and all Claims and Causes of Action whatsoever (including any derivative claims, asserted or assertable on behalf of the Debtors or the Estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, or any other applicable international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that such holders or their estates, affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents, and any other Persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Person, based on or relating to, or in any manner arising from, in whole or in part, the Debtors or the Estates, the Chapter 11 Cases, the Restructuring, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated under the Plan, the business or contractual arrangements or interactions between the Debtors and any Released Party, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the negotiation, formulation, preparation, or consummation of the RSA, the Restructuring, the Cash Collateral Orders, the Disclosure Statement, the Plan Supplement, the Plan and related agreements, instruments, and other documents, the solicitation of votes with respect to the Plan, the New GTT Financing Documentation, the New Corporate Governance Documents, and all other Definitive Documents, in all cases based upon any act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth in the preceding paragraph shall not be construed as releasing any Released Party from any Claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence. For the avoidance of doubt, the only parties that are bound by the release set forth herein are: (i) the Released Parties; (ii) parties who vote in favor of the Plan and do not opt-out of the release in a timely and properly submitted ballot; (iii) parties who are entitled to vote on the Plan but do not vote and do not opt-out of the release in a timely and properly submitted ballot; and (iv) parties who are deemed to accept or reject the Plan and do not opt-out of the release by submitting a duly completed opt-out form.


Exculpation			To the fullest extent permitted by applicable law, no Exculpated Party will have or incur, and each Exculpated Party will be released and exculpated from, any Claim or Cause of Action in connection with or arising out of the administration of the Chapter 11 Cases, the negotiation and pursuit of the RSA, the Restructuring, the Cash Collateral Orders, the Disclosure Statement, the Plan Supplement, the Plan and related agreements, instruments, and other documents, the New GTT Financing Documentation, the New Corporate Governance Documents, all other Definitive Documents, the solicitation of votes for, or confirmation of, the Plan, the funding of the Plan, the occurrence of the Plan Effective Date, the administration of the Plan or the property to be distributed under the Plan, the issuance of securities under or in connection with the Plan, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, or the transactions in furtherance of any of the foregoing, other than Claims or Causes of Action arising out of or related to any act or omission of an Exculpated Party that is a criminal act or constitutes actual fraud, willful misconduct, or gross negligence as determined by a Final Order, but in all respects such Persons will be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have acted in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of securities pursuant to the Plan and, therefore, are not, and on account of such distributions will not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan, including the issuance of securities thereunder. The exculpation will be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability.


Conditions Precedent to Plan Effective Date			The occurrence of the Plan Effective Date will be subject to the following conditions precedent, among others; provided, however, that any condition can be waived with the prior written consent of the Debtors and the Required Consenting Creditors: (a)the RSA shall not have been terminated and remains in full force and effect; (b)the Bankruptcy Court shall have entered the Cash Collateral Orders, which order shall be in full force and effect; (c)the Bankruptcy Court shall have entered the Confirmation Order, and the Confirmation Order shall not have been reversed, stayed, modified, or vacated on appeal; (d)the Definitive Documents shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA and (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties; (e)all actions, documents, and agreements necessary to implement and consummate the Plan as mutually agreed to by the Debtors and the applicable Required Consenting Stakeholders shall have been effected and executed; (f)the New GTT Financing Documentation shall have been executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived (with the consent of the Required Consenting Creditors), other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; (g)the New Corporate Governance Documents shall be adopted on terms consistent with the RSA, the Governance Term Sheet, and this Term Sheet; (h)the Professional Fee Escrow shall have been established and funded as provided herein; (i)all Creditors Restructuring Expenses shall have been paid in full; (j)any and all material governmental, regulatory, and/or third-party approvals or authorizations for the Restructuring, including, without limitation, FCC Approval, Antitrust/FDI Approval, the material Governmental Approvals, and any and all material approvals required of any other U.S. or foreign regulatory agencies (in each case, if and as required, or otherwise deemed advisable by the Debtors and the Required Consenting Creditors after good faith discussions) shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting or review periods shall have expired or been terminated without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such Restructuring, the financial benefits of such Restructuring to the Consenting Creditors, or the ability of the Consenting Creditors to participate in the governance of the Reorganized Debtors (the “Regulatory Condition”); (k)the form, terms, allocation, and vesting of awards and other terms and conditions of the MIP shall have been mutually agreed upon by (x) the Parent’s Chief Executive Officer and (y) those members of the Parent’s Board of Directors who were appointed to the Strategic Planning Committee in January 2021 (or their applicable successors) and shall be reasonably acceptable to the Required Consenting Creditors; and (l)the Bankruptcy Court shall have entered the I Squared Infrastructure Sale Assumption Order.


Securities Exemption			The issuance and distribution of the New Equity Interests, the Noteholder Warrants and the Equityholder Warrants under the Plan shall be structured to be issued pursuant to section 1145(a) of the Bankruptcy Code and, if section 1145(a) is not available, then otherwise exempt from registration under the Securities Act, as amended, and any other applicable securities laws. On or before the Plan Effective Date, the Parent will cease to be a public reporting company.
Amendments			This Term Sheet may be amended only as permitted pursuant to the RSA.

ANNEX 1


Defined Terms
“Adequate Protection Claims”			Means any Claim for adequate protection, as such term is used in section 361 of the Bankruptcy Code that the Administrative Agent and the holders of 2018 Credit Facility Claims may have, as set forth under the Cash Collateral Orders.
“Administrative Expense Claim”			Any right to payment constituting a cost or expense of administration incurred during the Chapter 11 Cases of a kind specified under section 503(b) of the Bankruptcy Code and entitled to priority under sections 507(a)(2), 507(b), or 1114(c)(2) of the Bankruptcy Code, including, without limitation, (i) the actual and necessary costs and expenses incurred after the Petition Date and through the Plan Effective Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries, or commissions for services and payments for goods and other services and leased premises), (ii) Fee Claims, (iii) Creditors Restructuring Expenses, and (iv) Adequate Protection Claims.
“Allowed”			With reference to any Claim or Interest, (i) any Claim or Interest arising on or before the Plan Effective Date (a) as to which no objection to allowance has been interposed within the time period set forth in the Plan or (b) as to which any objection has been determined by a Final Order of the Bankruptcy Court to the extent such objection is determined in favor of the respective holder, (ii) any Claim or Interest as to which the liability of the Debtors and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court, or (iii) any Claim or Interest expressly allowed under the Plan; provided, however, that notwithstanding the foregoing, the Reorganized Debtors will retain all claims and defenses with respect to Allowed Claims that are reinstated or otherwise Unimpaired pursuant to the Plan.
“Cash”			Legal tender of the United States of America.
“CAM Agreement”			That certain Collection Allocation Mechanism Agreement, dated May 31, 2018 among the lenders from time to time party to the Credit Agreement and KeyBank National Association, as administrative agent for the Lenders (as amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time).


“Cause of Action”			Any action, claim, cross-claim, third-party claim, cause of action, controversy, demand, right, lien, indemnity, guaranty, suit, obligation, liability, loss, debt, damage, judgment, account, defense, remedies, offset, power, privilege, license and franchise of any kind or character whatsoever, known, unknown, foreseen or unforeseen, existing or hereafter arising, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity or pursuant to any other theory of law (including under any state or federal securities laws). Causes of Action also includes (i) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity, (ii) the right to object to Claims or Interests, (iii) any claim pursuant to section 362 of the Bankruptcy Code or chapter 5 of the Bankruptcy Code, (iv) any claim or defense including fraud, mistake, duress, and usury and any other defenses set forth in section 558 of the Bankruptcy Code, and (v) any state law fraudulent transfer claim.
“Claim”			Has the meaning given to it in section 101(5) of the Bankruptcy Code, with respect to a Company Party.
“Deferred Consideration”			Means the Deferred Consideration as defined in the I Squared Infrastructure Sale Agreement Amendment.
“Effective Date Liquidity”			Means, as of the Plan Effective Date, the sum of (a) the unused commitments under the Exit Revolving Credit Facility (if any) and (b) the aggregate amount of Cash and Cash Equivalents (as defined in the Credit Agreement) of the Reorganized Debtors and their direct and indirect non-Debtor subsidiaries (including any Retained Cash Proceeds and excluding Restricted Cash).
“Equityholder Warrants”			The warrants that are distributed to holders of Existing GTT Equity Interests on account of such Existing GTT Equity Interests pursuant to and in accordance with the Plan and the agreement governing the Equityholder Warrants, which agreement shall contain the terms set forth in the Equityholder Warrant Term Sheet.
“Estate(s)”			Individually or collectively, the estate or estates of the Debtors created under section 541 of the Bankruptcy Code.
“Excess Cash”			Means the lesser of (A) the amount by which Effective Date Liquidity exceeds $100 million and (B) the amount by which the aggregate amount of Cash and Cash Equivalents (as defined in the Credit Agreement) (including any Retained Cash Proceeds and excluding Restricted Cash) of the Reorganized Debtors and their direct and indirect non-Debtor subsidiaries on the Plan Effective Date exceeds $25 million.


“Exculpated Parties”			Collectively, and in each case in their capacity as such, (i) the Debtors, (ii) the Reorganized Debtors, (iii) the members of the Ad Hoc Lender Group, (iv) the members of the Ad Hoc Noteholder Group, (v) the holders of the 2020 EMEA Term Loan Claims, (vi) the holders of the Original EMEA Term Loan Claims, (vii) the holders of the U.S. Term Loan Claims, (viii) the holders of the Revolving Claims, (ix) the holders of the Hedging Claims, (x) the holders of the Senior Notes Claims, (xi) the Administrative Agent, (xii) the Indenture Trustee, (xiii) the Priming Facility Agent, (xiv) the holders of the Priming Facility Claims, (xv) Spruce House and its Affiliates, (xvi) the arrangers, bookrunners, underwriters, initial purchasers, agents, indenture trustee, lenders, and/or holders under the New GTT Term Loan Facility and the Exit Revolving Credit Facility, and (xvii) with respect to each of the foregoing Persons in clauses (i) through (xvi), such Persons’ predecessors, successors, assigns, subsidiaries, affiliates, current and former officers and directors, principals, equity holders, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund investment managers, investment advisors or sub-advisors, and other professionals, and such Persons’ respective heirs, executors, estates, and nominees. Notwithstanding anything to the contrary in the foregoing, the Debtors’ third-party accountants, auditors, and insurers, and such parties’ predecessors, successors, assigns, subsidiaries, affiliates, current and former officers and directors, principals, equity holders, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund investment managers, investment advisors or sub-advisors, and other professionals, and such Persons’ respective heirs, executors, estates, and nominees, shall not be Exculpated Parties.
“Fee Claim”			A Claim for professional services rendered or costs incurred on or after the Petition Date through Confirmation of the Plan by Professionals.
“Intercompany Claim”			Any Claim against a Company entity held by another Company entity.
“Intercompany Interest”			Any Interest in a Company entity held by another Company entity.
“Net Cash Proceeds”			Means (i) with respect to prepayment of a Claim arising under or in connection with the Credit Agreement, Net Cash Proceeds (as defined in the Credit Agreement) and (ii) with respect to prepayment of a Claim arising under or in connection with the Priming Facility Credit Agreement, Net Cash Proceeds (as defined in the Priming Facility Credit Agreement).
“New Equity Interests”			Means the equity interests in the Reorganized Parent.


“New GTT Term Loan Facility”			Has the meaning given to it in the New GTT Term Loan Term Sheet.
“Noteholder New Equity Interests”			12% of the New Equity Interests, which New Equity Interests shall be subject to dilution by (a) the MIP, (b) New Equity Interests issuable upon exercise of the Noteholder Warrants and (c) the New Equity Interests issuable upon exercise of the Equityholder Warrants.
“Noteholder Warrants”			The warrants that are distributed to holders of Senior Notes Claims on account of such Claims pursuant to and in accordance with the Plan and the agreement governing the Noteholder Warrants, which agreement shall contain the terms set forth on the Noteholder Warrant Term Sheet.
“Other Priority Claim”			Any Claim other than an Administrative Expense Claim or a Priority Tax Claim that is entitled to priority of payment as specified in section 507(a) of the Bankruptcy Code.
“Other Secured Claim”			A Secured Claim other than a Priority Tax Claim, Priming Facility Claim, 2020 EMEA Term Loan Claim, Original EMEA Term Loan Claim, or U.S. Secured Claim.
“Person”			Any individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, limited partnership, trust, estate, unincorporated organization, governmental unit (as defined in section 101(27) of the Bankruptcy Code), or other Entity.
“Priority Tax Claim”			Any Secured Claim or unsecured Claim of a governmental unit of the kind entitled to priority of payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.


“Released Parties”			Collectively, and in each case in their capacity as such, (i) the Debtors, (ii) the Reorganized Debtors, (iii) the members of the Ad Hoc Lender Group, (iv) the members of the Ad Hoc Noteholder Group, (v) the holders of the 2020 EMEA Term Loan Claims, (vi) the holders of the Original EMEA Term Loan Claims, (vii) the holders of the U.S. Term Loan Claims, (viii) the holders of the Revolving Claims, (ix) the holders of the Hedging Claims, (x) the holders of the Senior Notes Claims, (xi) the Administrative Agent, (xii) the Indenture Trustee, (xiii) the Priming Facility Agent, (xiv) the holders of the Priming Facility Claims, (xv) the arrangers, bookrunners, underwriters, initial purchasers, agents, indenture trustee, lenders, and/or holders under the New GTT Term Loan Facility and the Exit Revolving Credit Facility, (xvi) the holders of Existing GTT Equity Interests, (xvii) Spruce House and its Affiliates, and (xviii) with respect to each of the foregoing Persons in clauses (i) through (xvii), such Persons’ predecessors, successors, assigns, subsidiaries, affiliates, current and former officers and directors, principals, equity holders, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund investment managers, investment advisors or sub-advisors, and other professionals, and such Persons’ respective heirs, executors, estates, and nominees; provided, however, that, notwithstanding the foregoing, any holder of a Claim or Interest that is not a Releasing Party shall not be a “Released Party.” Notwithstanding anything to the contrary in the foregoing, the Debtors’ third-party accountants, auditors, and insurers, and such parties’ predecessors, successors, assigns, subsidiaries, affiliates, current and former officers and directors, principals, equity holders, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund investment managers, investment advisors or sub-advisors, and other professionals, and such Persons’ respective heirs, executors, estates, and nominees, shall not be Released Parties.


“Releasing Parties”			Collectively, and in each case in their capacity as such, (i) the Debtors, (ii) the Reorganized Debtors, (iii) the members of the Ad Hoc Lender Group, (iv) the members of the Ad Hoc Noteholder Group, (iv) the holders of all Claims or Interests who vote to accept the Plan, (v) the holders of all Claims or Interests whose vote to accept or reject the Plan is solicited but who do not vote either to accept or to reject the Plan, (vi) the holders of all Claims or Interests who vote, or are deemed, to reject the Plan but do not opt out of granting the releases set forth herein, and (vii) the holders of all Claims and Interests who were given notice of the opportunity to opt out of granting the releases set forth herein but did not opt out, (viii) the Administrative Agent, (ix) the Indenture Trustee, (x) the Priming Facility Agent, (xi) the holders of the Priming Facility Claims, (xii) the arrangers, bookrunners, underwriters, initial purchasers, agents, indenture trustee, lenders, and/or holders under the New GTT Term Loan Facility and the Exit Revolving Credit Facility, (xiii) Spruce House and its Affiliates, and (xiv) with respect to each of the foregoing Persons in clauses (i) through (xiv), such Persons’ predecessors, successors, assigns, subsidiaries, affiliates, current and former officers and directors, principals, equity holders, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund investment managers, investment advisors or sub-advisors, and other professionals, and such Persons’ respective heirs, executors, estates, and nominees, in each case, solely in their respective capacities as such with respect to such Person and solely to the extent such Person has the authority to bind them in such capacity. Notwithstanding anything to the contrary in the foregoing, the Debtors’ third-party accountants, auditors, and insurers, and such parties’ predecessors, successors, assigns, subsidiaries, affiliates, current and former officers and directors, principals, equity holders, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund investment managers, investment advisors or sub-advisors, and other professionals, and such Persons’ respective heirs, executors, estates, and nominees, shall not be Releasing Parties.
“Restricted Cash”			Means Cash and Cash Equivalents (each as defined in the Credit Agreement) that are or would be listed as “restricted” on the consolidated balance sheet of the Reorganized Debtors. For the avoidance of doubt, the Retained Cash Proceeds shall not be considered Restricted Cash.
“RSA Deadline”			Five (5) Business Days after the Agreement Effective Date.


“Secured Claim”			A Claim (i) secured by a lien on collateral to the extent of the value of such collateral as (a) set forth in the Plan, (b) agreed to by the holder of such Claim and the Debtors, or (c) determined by a Final Order in accordance with section 506(a) of the Bankruptcy Code, or (ii) secured by the amount of any right of setoff of the holder thereof in accordance with section 553 of the Bankruptcy Code.
“Secured Claims New Equity Interests”			88% of the New Equity Interests, which New Equity Interests shall be (1) subject to reduction on account of New Equity Interests purchased pursuant to the Noteholder New Common Equity Investment and (2) subject to dilution by (a) the MIP, (b) New Equity Interests issuable upon exercise of the Noteholder Warrants and (c) New Equity Interests issuable upon exercise of the Equityholder Warrants.
“Section 510(b) Claims”			A Claim against any Debtor subject to subordination under section 510(b) of the Bankruptcy Code.
“Unimpaired”			With respect to a Claim, Interest, or a class of Claims or Interests, not “impaired” within the meaning of sections 1123(a)(4) and 1124 of the Bankruptcy Code.

ANNEX 2

New GTT Term Loan Term Sheet


			Execution Version

GTT Communications
New GTT Term Loan Term Sheet

This term sheet (and the annex attached hereto) summarizes the principal terms of the New GTT Term Loan Facility Documents.2


Borrower			A subsidiary organized under the laws of the Netherlands, Ireland or the United Kingdom, which, at the option of the Parent (as defined below) and for purposes of maximizing tax efficiencies, may be an existing subsidiary of Parent or a newly-formed subsidiary of Parent (the “Borrower”); provided that one or more foreign or domestic co-borrowers or separate borrowers may be added for the purposes of maximizing tax efficiencies as reasonably agreed by the Parent and the Ad Hoc Lender Group Advisors.
Guarantors			Reorganized GTT Communications, Inc. (the “Parent”), any parent holding company, and subsidiary of Parent that is not an “excluded subsidiary” (collectively, the “Guarantors” and, together with the Borrower, the “Credit Parties”). Guarantors shall guarantee all obligations under both the USD Term Loans and the EUR Term Loans. Excluded Subsidiaries to be limited to (i) immaterial subsidiaries (to be defined as total assets/revenues less than 2.5% individually and 7.5% the aggregate), (ii) bona fide joint ventures with third parties, (iii) subsidiaries prohibited by law or pre-existing contract from granting guarantees and (iv) where cost of obtaining guarantee outweighs benefit (in the good faith determination of the Parent). On the closing date, the Guarantors shall be limited to subsidiaries organized under the laws of a province of Canada, Cayman Islands, Germany, Ireland, Netherlands, Sweden, Switzerland, United Kingdom or the United States (collectively, the “Specified Jurisdictions”). For the avoidance of doubt, there will be no unrestricted subsidiaries.

2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in applicable Existing Facility Document (as defined herein) or the RSA, as the case may be. As used in this term sheet, the following terms shall have the following meanings: “Existing Facility Documents” means, collectively, (i) that certain credit agreement, dated as of May 31, 2018, as amended, supplemented, or modified from time to time, by and among the Credit Parties as borrowers or guarantors, the lenders party thereto, and the administrative agent and collateral agent thereunder; and (ii) any agreements or documents related thereto or entered into or executed in connection therewith, in each case as amended, supplemented, or modified from time to time (and the principal amounts outstanding thereunder, the “Existing Facility”). “New GTT Term Loan Facility Documents” means (i) the credit agreement providing for the New GTT Term Loan Facility, and (ii) any agreements or documents related thereto or entered into or executed in connection therewith, in each case as amended, supplemented, or modified from time to time (and the principal amounts outstanding thereunder, the “New GTT Term Loan Facility”). “Plan” means the Chapter 11 Plan of Reorganization of the Borrower, Parent and certain of Parent’s subsidiaries and other affiliates. “Plan Effective Date” means the effective date of the Plan. The reorganization contemplated by the Plan is referred to herein as the “Reorganization”.


Administrative Agent and Collateral Agent			A traditional, institutional administrative agent/market-maker to be agreed between Parent and the Ad Hoc Lender Group Advisors.
New GTT Term Loan Facility			A senior secured term loan facility in an aggregate principal amount of approximately $854 million composed of (a) a $596 million U.S. dollar-denominated tranche of term loans (the “USD Term Loans”) and (b) a €219 million Euro-denominated tranche of term loans (the “EUR Term Loans” and, together with the USD Term Loans, the “New GTT Term Loans”), in each case, issued pursuant to the RSA on the Plan Effective Date to each applicable claim holder under the RSA (or its designated affiliate, managed fund or account, or other designee, including any assignee permitted under the “Assignments” section hereof) on a pro rata basis; provided that the principal amount of each tranche shall be subject to adjustment based on (i) the exchange rate applicable any proceeds from the sale of the Infrastructure Business, (ii) the actual aggregate amount of Swap Termination Claims (as defined in the prepetition Credit Agreement), as determined substantially contemporaneously with the consummation of the sale of the Infrastructure Business, (iii) any amounts elected by claim holders eligible under the RSA to receive EUR Term Loans to instead be issued with a U.S. Dollar-equivalent of USD Term Loans (calculated based on the Exchange Rate in effect two (2) Business Days prior to the Plan Effective Date) and (iv) as reasonably agreed by the Parent and the Ad Hoc Lender Group Advisors.
New GTT Term Loans Maturity Date			The fifth anniversary of the closing date.
Amortization			1.00% per annum. Amortization is payable on the New GTT Term Loans as of the last day of each fiscal quarter of the Borrower, with the remainder payable at maturity.


Interest			Interest on the New GTT Term Loans will accrue at a rate per annum equal to the sum of (i) the London interbank offered rate (“LIBOR”) and (ii) 6.50%; provided that, in the event the Plan Effective Date does not occur prior to the date that is six (6) months after the Petition Date, then the percentage set forth in clause (ii) shall be increased by an amount determined by reference to increases in a leveraged loan benchmark to be agreed between Parent and the Ad Hoc Lender Group Advisors not to exceed 1.00% in the aggregate. The interest on the New GTT Term Loans will be payable at the end of the relevant Interest Period on terms consistent with the Existing Facility Documents. Automatically after any payment, bankruptcy, or maximum leverage or minimum liquidity covenants event of default (after giving effect to the applicable grace or cure period and such events of defaults “Specified Events of Default”), with respect to all outstanding principal and any overdue interest, premium or fees, the applicable interest rate plus 2.00% per annum, which shall be payable on demand. Other than with respect to the Specified Events of Default, the Required Lenders will be required to make a default rate election, in which case, interest at the default rate shall apply retroactively to the date of the occurrence of the event of default in respect of which the default rate was elected to apply. The New GTT Term Loan Facility Documents shall contain customary LIBOR-replacement provisions.2





2 LIBOR calculation method to be consistent with Existing Facility Documents, with a 1.00% floor.


Security			Substantially all assets of the Borrower and Guarantors (giving due regard to exclusions applicable to the EMEA Term Loans in the Existing Facility Documents), including (x) solely to the extent there is any parent company of Parent, a 100% pledge of all equity interests in Parent that is owned by such parent company and (y) 100% pledge of all equity interests in subsidiaries organized under the laws of a Specified Jurisdiction or the laws of Spain, France, Belgium or Denmark, in each case, that are directly owned by any Guarantor; provided that (i) the EMEA Term Loans and US Term Loans shall benefit from the same security and collateral and (ii)(x) the pledge of equity interests in subsidiaries organized under the laws of Belgium and/or Denmark are legally permissible and do not result in a material adverse tax consequence to the Parent and (y) control agreements shall be put in place over the deposit accounts of the Credit Parties, subject to certain exclusions to be agreed. EMEA collateral coverage requirement to be removed. Threshold for material real property to be $10.0 million, individually.
Priority/Ranking			The New GTT Term Loan Facility will be senior obligations of the Borrower and the Guarantors and will be secured on a first priority basis.
Optional Prepayments			The New GTT Term Loan Facility may be prepaid, subject to the premium set forth in the Call Protection section below.
Call Protection			102/101/par; payable upon any optional prepayment, acceleration (including change of control), IPO-related issuances of equity and unpermitted debt issuances, provided that there shall be no call protection upon asset sales, casualty events, escrow, deferred purchase price proceeds and similar payments and equity cures, or certain transformative transactions consisting of customary acquisitions or investments to be agreed.
Excess Cash Flow Sweep			If Consolidated Net Total Leverage Ratio is greater than 3.00x, annual sweep of 100% excess cash flow (to be defined in a manner consistent with the Documentation Principles); provided that such sweep shall not cause liquidity (measured at the time of sweep and calculated to include undrawn availability under any Exit RCF/ABL facility) to fall below $100.0 million or cash and cash equivalents (measured at the time of sweep) to fall below $25.0 million. The first excess cash flow period shall end December 31, 2022.


Asset Sale Sweep			100% of aggregate asset sale (including IPO-related equity issuances, but otherwise subject to exceptions consistent with the Documentation Principles) proceeds in excess of $1.5 million in any fiscal year, with a reinvestment right for up to $10.0 million per year so long as the reinvestment is made within 12 months of the receipt of such proceeds, with an additional 6 months after such 12-month period to the extent a commitment for such reinvestment is made within such 12-month period.
Other Mandatory Prepayment Events			Mandatory prepayment events shall include, without limitation (a) earn-out, deferred purchase price, purchase price adjustments or similar payments in connection with the sale of the Infrastructure Business; (b) escrow, deposit or similar holdback of acquisition consideration in connection with the sale of the Infrastructure Business (other than, in the case of (a) and (b), the Deferred Consideration (as defined in the RSA) which shall be distributed in accordance with the RSA); (c) proceeds from any sale or issuance of unpermitted Indebtedness, and (d) proceeds from an Event of Loss (subject to a reinvestment right of up to $10.0 million per year so long as the reinvestment is made within 12 months of the receipt of such proceeds, with an additional 6 months after such 12-month period to the extent a commitment for such reinvestment is made within such 12-month period). Proceeds from all mandatory prepayment events to be applied on a pro rata basis to the USD and EUR Term Loans then outstanding.
Conditions Precedent			The Reorganization shall have been consummated in all material respects in accordance with the Plan (all conditions set forth therein having been satisfied or waived in accordance with its terms), and substantial consummation of the Plan in all material respects in accordance with its terms shall have occurred contemporaneously with the closing of the New GTT Term Loan Facility. The extensions of credit under the New GTT Term Loan Facility Documents will be contingent on customary conditions for facilities and transactions of this type.


Documentation Principles……			The New GTT Term Loan Facility Documents shall (i) be consistent with this term sheet and shall contain only those payments, conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this term sheet (or annex thereto) applicable to the Borrower and its restricted subsidiaries, and be usual and customary for facilities of such kind and shall be based on (and give due regard to) the Existing Facility Documents, (ii) reflect the operational and strategic requirements of the Borrower and its subsidiaries giving effect to the sale of the Infrastructure Business, (iii) be subject to materiality qualifications and other exceptions that give effect to and/or permit the transactions contemplated by the Plan (and the payment of related fees and expenses) and (iv) be negotiated in good faith to finalize the New GTT Term Loan Facility Documents as promptly as reasonably practicable (collectively, the “Documentation Principles”). Standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods shall be consistent with the Documentation Principles; provided that, the definition of a “Material Adverse Effect” shall include a carve-out for the Chapter 11 proceedings and any effects directly resulting from COVID-19. Counsel for the Lenders shall initially draft the New GTT Term Loan Facility Documents consistent with the Documentation Principles.
Representations and Warranties			Substantially consistent with the representations and warranties in the Existing Facility Documents and drafted in a manner consistent with the Documentation Principles, and to be satisfactory to the Borrower and the Required Lenders (but with solvency to be tested as of the Plan Effective Date).
Financial Definitions:			Set forth on Annex 1.


Covenants			Based on (and giving due regard to) negative and affirmative covenants under the Existing Facility Documents and drafted in a manner consistent with the Documentation Principles, and to be satisfactory to the Borrower and the Required Lenders, but which will include the following changes: Financial Covenants •A minimum liquidity covenant, providing for $40 million minimum liquidity (calculated to include undrawn availability under any Exit RCF/ABL facility) during the first year and $50 million thereafter, tested monthly for the first year following the closing date and quarterly thereafter (the “Liquidity Covenant”). •Commencing with the second full quarter following the Plan Effective Date, a maximum total net leverage ratio maintenance covenant set at levels to be agreed based on a 15% cushion to management’s business plan with step-downs every two fiscal quarters. Ratings Covenant •Within 30 days of closing, use commercially reasonable efforts to obtain and maintain a public rating (but not a specific rating) in respect of the New GTT Term Loan Facility from each of S&P, Moody’s and Fitch. Other •Thresholds and other baskets, in accordance with the Documentation Principles, but amended as set forth in Annex 1.
Equity Cures			The New GTT Term Loan Facility will contain customary “cure rights” pursuant to which proceeds of cash equity contributions may be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the Financial Covenants and solely in such applicable fiscal quarter; provided that such cure rights shall be limited to three occurrences during the life of the New GTT Term Loan Facility.
Events of Default			Based on (and giving due regard to) those in the Existing Facility Documents, with thresholds as specified in Annex 1.


Amendment/Modification/Waiver Consent Thresholds			Based on (and giving due regard to) the Existing Facility Documents and drafted in a manner consistent with the Documentation Principles, and to be satisfactory to the Borrower and the Required Lenders; provided that the Required Lender threshold must include the affirmative approval of at least two unaffiliated institutions (including managed funds and accounts). There shall be no restrictions on affiliated lender voting rights.
Cost and Yield Protection			Based on (and giving due regard to) the Existing Facility Documents and drafted in a manner consistent with the Documentation Principles, and to be satisfactory to the Borrower and the Required Lenders.
Assignments and Participations; Buybacks			Based on (and giving due regard to) the Existing Facility Documents and drafted in a manner consistent with the Documentation Principles. There shall be no consent of the Borrower required for assignments to existing lenders, their affiliates or any approved funds thereof, or to any Person that, immediately prior to such transfer is party to, or an affiliate to a party to, a derivative or participation transaction with such holder that transfers the economics of ownership from the holder to such Person. There shall be no limitations on assignments to affiliates. To allow for Dutch auctions.
Defaulting Lenders			Usual and customary for facilities and transactions of this type
Expenses and Indemnification			Usual and customary for facilities and transactions of this type
Governing Law and Forum			New York

Annex 1 to New GTT Term Loan Term Sheet

[Attached]

EXECUTION VERSION

Annex 1 to GTT New Term Loan Facility Term Sheet – Certain Terms and Covenants


*Amounts in millions			GTT New Term Loan Facility
Financial Terms
EBITDA			Includes the following addbacks: •Collective cap on extraordinary expenses, projected synergies and cost savings and restructuring costs to be revised down to 15% of EBITDA (calculated prior to giving effect to the applicable addbacks), excluding 2021 / 2022 expenses related to InfraCo Sale Transaction, Accounting Restatement / SEC Investigation, and Financial Restructuring •Addbacks for InfraCo Sale Transaction, Accounting Restatement / SEC Investigation, and Financial Restructuring to be capped at $135 if testing begins Q2 2022, $90 if testing begins Q3 2022, and $35 if testing begins Q4 2022; provided that such add-backs shall represent actual costs incurred and shall not be pro forma, projected or estimated •Addback for synergies and cost savings limited to those that are reasonable and are realized within 12 months; no Reg S-X adjustments •No Covid-related addback •Deemed EBITDA figures to be included for quarters prior to emergence
CNI			•Include extraordinary losses in collective cap above
Consolidated Total Debt			•Definition to be revised as follows: “Consolidated Total Debt” means the sum (without duplication) of all Indebtedness of the type described in clauses (i), (ii), (iv) (but only to the extent that any such letter of credit has been drawn and not been reimbursed within two (2) Business Days or Cash Collateralized), (vii), (ix) (to the extent funded) and (xii) of the definition thereof of the US Borrower and its Restricted Subsidiaries, and all guarantees of the foregoing, all as determined on a consolidated basis in accordance with GAAP; provided that purchase-price adjustments and earn-outs in connection with any Permitted Acquisition or other permitted Investment shall not constitute Indebtedness for purposes of this definition.
Cash Netting			•Qualified cash may be netted up to $75/37.5% of Pro Forma EBITDA
Reporting			•Annual financials due within 90 days (180 days for first annual financials after the closing date and only required to deliver audit with respect to FY 2021), quarterly financials for first three quarters due within 45 days •Require that annual audited financials be free of any “going concern” qualification with carve-outs for impending defaults on maturity or the financial covenants under the GTT New Term Loan Facility, or relating to the Restructuring
Key Debt and Lien Baskets

EXECUTION VERSION


Incremental			•Permits pari passu incremental debt limited to $25, but no ratio-based capacity or voluntary prepayment builder •Sunset for MFN to be removed •No Incremental Equivalent Debt
Revolver/ABL			•$75 Exit RCF/ABL/LC facilities, subject to Intercreditor Agreement satisfactory to the Administrative Agent. If ABL, can be secured by a first-priority priming lien on accounts receivable, inventory and cash
General Debt/Liens			•Greater of $15 and 7.5% of Pro Forma EBITDA; may be secured by junior liens on assets of any Credit Party that are Collateral •Other liens “in any aggregate principal amount” not to exceed the greater of $15 and 7.5% Pro Forma EBITDA
Ratio Debt			•Unlimited junior lien or unsecured debt permitted if Consolidated Total Net Leverage Ratio is equal or less than 3.0x •$7.5 cap for Non-Credit Parties •Ratio-based liens capacity consistent with above, 3.0x
PMSI/Cap Leases			•The greater of $10M or 5% of Pro Forma EBITDA
Acquisition Debt			•Unlimited unsecured assumed debt subject to Consolidated Total Net Leverage Ratio not exceeding 4.25x or not worse than emergence date leverage
Securitization Debt			•Permitted up to an amount to be agreed, but any use of this basket to reduce Revolver/ABL capacity on a dollar-for-dollar basis
Non-Credit Party Debt			•Debt of Non-Credit Parties not to exceed the greater of $15 and 10% of Pro Forma EBITDA
Letters of Credit			•See Revolver/ABL basket above
Other Facilities			•Carve outs for Priming Term Loan and 2024 Notes to be removed
Key Restricted Payment and Investment Baskets
Definition of Restricted Payments			•Restricted Payments to also include unsecured debt; all restricted debt payments shall be governed by a stand-alone covenant subject to customary exceptions.

EXECUTION VERSION


Builder Basket / Available Amount			•Available Amount “Starter”: the greater of $20 and 10% of Pro Forma EBITDA •If used for Restricted Payments, subject to compliance with a 3.0x Consolidated Total Net Leverage Ratio and no Events of Default •Restriction on Builder Basket and use for Investments in Amendment No. 3 to be removed
General Restricted Payments			•Greater of $20 and 10% of Pro Forma EBITDA •Restriction on use of General RP Basket in Amendment No. 3 to be removed
General Investments			•$20 and 10% Pro Forma EBITDA
Ratio Restricted Payments			•Unlimited if in compliance with a 2.5x Consolidated Total Net Leverage Ratio •Restriction on use of Ratio RP Basket in Amendment No. 3 to be removed
Intercompany Investments			•A cap in an amount to be agreed for investments in non-Credit Parties at any time outstanding. •Existing Intercompany Investments to be grand-fathered in and permitted
Employee Stock Repurchases			•Distributions to repurchase certain employee Equity Interests, not to exceed the greater of $10 and 5.0% Pro Forma EBITDA in any fiscal year plus unlimited annual carryover for unused amounts
Permitted Acquisitions			•Permitted Acquisitions consistent with Documentation Principles, subject to pro forma leverage being no worse than emergence date leverage
Other Negative Covenants
Asset Sale Carve-outs			•Dispositions in connection with non-core assets acquired in connection with any Permitted Acquisition subject to asset sale sweep and reinvestment cap •Ordinary Course Dispositions to be amended to (1) cap dispositions of IRU agreements to $5, and (2) provide that licenses of IP and dispositions of accounts receivable must be in the ordinary course of business and substantially consistent with past practice
Holdco			•Passive holding company covenant to be included, subject to customary carveouts
Events of Default

EXECUTION VERSION


Change of Control			•Defined consistent with Documentation Principles, and to apply both before and after a Qualifying IPO (with carve out for “Permitted Holders”) •“Permitted Holders” to include significant pro forma equity holders based on a threshold to be determined •To be clarified that an exercise of warrants by the noteholders will not trigger a CofC
Events of Default			•Cross-default to Exit RCF/ABL to be included •Material Indebtedness cross-default threshold, and judgment and settlements threshold to be set at $25

ANNEX 3

Noteholder Warrant Term Sheet

GTT Communications, Inc.

Noteholder Warrant Agreement Term Sheet

This term sheet (this “Term Sheet”) is a summary of the proposed principal terms and conditions relating to the warrants to be issued to certain noteholders of GTT Communications, Inc., a Delaware corporation, pursuant to that certain Restructuring Support Agreement, dated as of September 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Restructuring Support Agreement”), and which will be memorialized in a warrant agreement to be entered into by Reorganized Parent, in favor of the holders of Senior Notes, and a warrant agent to be named therein (the “Warrant Agent”), which warrant agreement shall be in form and substance acceptable to the Required Consenting Creditors and the Debtors. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restructuring Support Agreement or the Restructuring Term Sheet appended thereto.

THIS TERM SHEET IS NOT (AND WILL NOT BE CONSTRUED AS) AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS, OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES AS TO ANY CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY, AND OTHER APPLICABLE LAW.

THIS TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.

NOTHING CONTAINED IN THIS TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RESTRUCTURING SUPPORT AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES. THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND MAY NOT BE SHARED WITH ANY PERSON OTHER THAN THE COMPANY AND THE CONSENTING STAKEHOLDERS AND THEIR RESPECTIVE ADVISORS OR EXCEPT AS SET FORTH IN ANY CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND THE APPLICABLE CONSENTING STAKEHOLDERS OR THEIR RESPECTIVE ADVISORS.

THIS TERM SHEET IS BEING PROVIDED AS PART OF A COMPREHENSIVE COMPROMISE AND SETTLEMENT, EACH ELEMENT OF WHICH IS CONSIDERATION FOR THE OTHER ELEMENTS AND AN INTEGRAL ASPECT OF THE RESTRUCTURING. THIS TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE WARRANTS, AND ENTRY INTO OR THE CREATION OF ANY BINDING AGREEMENT IS SUBJECT TO THE EXECUTION OF DEFINITIVE DOCUMENTATION IN FORM AND SUBSTANCE CONSISTENT WITH THIS TERM SHEET.

UNLESS OTHERWISE SET FORTH HEREIN, TO THE EXTENT THAT ANY PROVISION OF THIS TERM SHEET IS INCONSISTENT WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE TERMS OF THIS TERM SHEET WITH RESPECT TO SUCH PROVISION SHALL CONTROL. THE ISSUANCE OF THE WARRANTS DESCRIBED HEREIN WILL BE SUBJECT TO THE NEGOTIATION AND COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN, AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH AGREED AND EXECUTED DEFINITIVE DOCUMENTS.


Issuer			Reorganized Parent (the “Issuer”).


Capitalization of the Issuer			Subject to the terms of the Restructuring Term Sheet, the capital structure of the Issuer upon the Plan Effective Date shall consist of one class of common equity, the New Equity Interests, to be held as follows: •Holders of Remaining 2018 Credit Facility Claims and holders of Senior Notes Claims who participate in the Noteholder New Common Equity Investment: 88.0% of the New Equity Interests •Holders of Senior Notes Claims: 12.0% of the New Equity Interests 10% of the New Equity Interests will be reserved for the MIP (determined on a fully-diluted basis, excluding the New Equity Interests issuable upon exercise of the Noteholder Warrants and excluding the New Equity Interests issuable upon exercise of the Equityholder Warrants and subject to adjustment as described below, for awards under the MIP; as soon as practicable following the issuance of New Equity Interests issued in connection with the exercise of any Noteholder Warrants or Equityholder Warrants (the “Additional New Equity Interests”), the MIP pool will be equitably increased to reflect the dilutive effect of the Additional New Equity Interests, and any awards previously awarded under the MIP will be equitably adjusted to prevent dilution or enlargement with respect to such awards and such adjusted awards will reduce the amount of the MIP pool (as adjusted) that is available for subsequent grant, subject to the terms of the MIP with respect to share usage). 4.9% of the New Equity Interests will be reserved for the Equityholder Warrants (determined on a fully-diluted basis, excluding the MIP but including the New Equity Interests issuable upon exercise of the Noteholder Warrants). The New Equity Interests issuable pursuant to the MIP and the New Equity Interests issuable pursuant to the Equityholder Warrants will dilute all issued and outstanding New Equity Interests (including New Equity Interests issuable upon exercise of the Noteholder Warrants (as defined below)) on a pro rata basis.
Holders			As referred to herein, prior to the Plan Effective Date, holders of Senior Notes Claims and, on and after the Plan Effective Date, holders of the Noteholder Warrants (the “Holders”).


Warrants			On the Plan Effective Date, the Issuer will issue to each Holder its pro rata share (based on the principal amount of Senior Notes held by each such Holder) in accordance with the Plan of 5-year warrants (the “Noteholder Warrants”) to purchase 30% of the New Equity Interests, calculated on a fully-diluted basis with such percentage calculated after giving effect to the exercise of the Noteholder Warrants, but not including, and subject to dilution on account of, equity issued under the MIP and New Equity Interests issuable upon exercise of the Equityholder Warrants.1
Fees and Expenses			All fees and expenses associated with the issuance of the Noteholder Warrants and incidental administrative matters (including fees and expenses of the Warrant Agent and any Financial Advisor (as defined below)) shall be borne by the Issuer. For the avoidance of doubt, the Issuer shall not be responsible for legal fees and expenses incurred by individual Holders.


1 The warranty agreement will include a customary blocker provision to apply in the event the Issuer becomes a public company.



Exercise Price			The exercise price (as the same may be adjusted from time to time in accordance with the terms hereof, the “Exercise Price”) for each New Equity Interest issuable upon exercise of the Noteholder Warrants shall be set based on an equity value of the Issuer that, as of the Plan Effective Date, provides for payment in full of the Allowed amount of the aggregate Remaining 2018 Credit Facility Claims2, after taking into account dilution from the MIP and accrued but unpaid interest and the value of all distributions on account of such claims on or prior to the Plan Effective Date (including, solely to the extent distributed, Excess Cash (as defined below)), minus all default-rate interest actually paid (i.e., payment of default interest shall be treated as principal recovery for purposes of exercise price calculation) on account of the 2018 Credit Facility Claims, minus all interest and fees of any kind (including original issue discount) paid to the lenders or any other party in connection with any debtor-in-possession financing in excess of the non-default rate interest that would have been payable on an equivalent amount of 2018 Credit Facility Claims from the Petition Date through the Plan Effective Date. On the Plan Effective Date, each holder of a Remaining 2018 Credit Facility Claim (or its designated affiliate, managed fund or account, or other designee) shall receive (among other things) its pro rata share of Cash in the amount of any Excess Cash, in full and final satisfaction of such Remaining 2018 Credit Facility Claim. “Excess Cash” means the lesser of (A) the amount by which Effective Date Liquidity exceeds $100 million and (B) the amount by which the aggregate amount of Cash and Cash Equivalents (as defined in the Credit Agreement) (including any Retained Cash Proceeds and excluding Restricted Cash) of the Reorganized Debtors and their direct and indirect non-Debtor subsidiaries on the Plan Effective Date exceeds $25 million.
Expiration Date			The Noteholder Warrants will expire (the date of such expiration, the “Expiration Date”) on the earlier of (i) the fifth (5th) anniversary of the Plan Effective Date and (ii) the consummation of a Liquidity Event (as defined below). For the avoidance of doubt, Noteholder Warrants that have not been exercised on or prior to the applicable Expiration Date shall automatically expire and terminate, without any action by any party, including the Holder, the Warrant Agent or the Issuer.


2 Final Exercise Price to be determined on the Plan Effective Date (subject to applicable post-Plan Effective Date Adjustments). For the avoidance of doubt, the final Exercise Price will take into account the Deferred Consideration to the extent paid.



Liquidity Event			“Liquidity Event” means the first to occur of: the consummation of any transaction or series of related transactions that results in (i) the sale or exchange of at least a majority of all of the voting equity interests of the Issuer, or any successor, to one or more third parties (other than the Holders upon exercise of the Noteholder Warrants) (whether by merger, sale, recapitalization, consolidation, combination or otherwise) and (ii) the sale, directly or indirectly, by the Issuer, or any successor, of at least a majority of all of the assets of the Issuer, or any successor, and its subsidiaries, taken as a whole to one or more third parties. Notwithstanding the foregoing, no transaction or series of related transactions shall be a Liquidity Event if the equityholders of the Issuer prior to any such transaction continue to own or control, directly or indirectly, at least a majority of the issued and outstanding voting equity interests of the Issuer or the acquirer, as applicable, following such transaction or series of related transactions. For the avoidance of doubt, if a Liquidity Event constitutes a New Equity Interests Change Event (as defined below), then, pursuant to the provisions described below, the Noteholder Warrants will become exercisable for the Reference Property of such New Equity Interests Change Event. In connection with a Liquidity Event, any warrants not exercised will expire upon the consummation of such Liquidity Event.


Exercisability			The Noteholder Warrants shall be exercisable into New Equity Interests in whole or in part at any time on or prior to the Expiration Date, in cash or, at the option of the holder thereof, by “cashless” exercise on customary terms based on the Fair Market Value (as defined below) of the New Equity Interests at the time of exercise; provided, however, that a cashless exercise shall only be available (i) at any time the New Equity Interests are listed on a nationally recognized securities exchange, quoted on an inter-dealer quotation system or over-the-counter market (a “Trading Market”) or (ii) in connection with a Liquidity Event. “Fair Market Value” will be determined as follows: •If the New Equity Interests or other applicable equity interests are traded or quoted on a Trading Market, Fair Market Value shall be based upon the volume weighted average trading prices during the 20 consecutive trading days immediately prior to such date of determination (or, if such volume weighted average price is unavailable, the market value of one New Equity Interest or other applicable equity interest on such trading day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm the Issuer selects). •If the cashless exercise is made in connection with a Liquidity Event, Fair Market Value shall be equal to the per-New Equity Interest value implied by the sale price in such transaction. •In all other cases, Fair Market Value shall be determined by the Board (as defined in the Governance Term Sheet attached to the Restructuring Support Agreement) in good faith (which determination must include the approval of at least two Independent Directors (as defined in the Governance Term Sheet attached to the Restructuring Support Agreement) serving on such Board); provided that if Required Warrant Holders (as defined herein) disagree with any determination of Fair Market Value by the Board, then such Required Warrant Holders may require that Fair Market Value shall be determined by an independent nationally recognized financial advisor (a “Financial Advisor”) that is mutually acceptable to the Issuer and the Required Warrant Holders (or, if they cannot agree on a Financial Advisor, the Issuer and the Required Warrant Holders shall each designate a bank or firm, who will mutually select a Financial Advisor); provided, further, that the Required Warrant Holders shall not be entitled to require Fair Market Value to be determined by a Financial Advisor in the case of any dividend or distribution (in one or a series of related transactions) that is subject to clause (iii) under “Anti-Dilution Adjustments” with an aggregate value of less than $20,000,000. “Required Warrant Holders” shall mean Holders holding Noteholder Warrants representing 25% or more in the aggregate of the New Equity Interests subject thereto; provided that if Holders holding Noteholder Warrants representing a majority of the New Equity Interests subject thereto elect to take any action or make any determination on behalf of the Holders, “Required Warrant Holders” shall refer to the Holders holding such Noteholder Warrants.


Conditions to Exercise			The issuance of New Equity Interests pursuant to the exercise of Noteholder Warrants (collectively, the “Warrant Equity Interests”) will be subject to delivery to the Issuer of an exercise form to the Warrant Agent and, if applicable, payment in full by the holder of the applicable Exercise Price by delivery to the Issuer of a certified or official bank check or by wire transfer of immediately available funds in the amount of the aggregate Exercise Price for such Warrant Equity Interests.
Voting Rights and Control			Noteholder Warrants will not permit the Holder thereof to any voting rights before exercise of the warrants; upon and after any exercise of the Noteholder Warrants, the Holders will have any voting rights that generally accrue to holders of New Equity Interests, and Holders will be required to join and become party to any applicable governing documents among the Issuer and other holders of New Equity Interests, if any, as described in the Governance Term Sheet.
Information Rights			Holders shall be entitled to the same information rights, if any, as stockholders, subject to customary confidentiality provisions.
Redemption			The Noteholder Warrants will not be subject to redemption by the Issuer or any other person.
Transferability			Noteholder Warrants will be freely transferrable by the Holders thereof, subject to any restrictions under applicable securities laws and customary provisions prohibiting transfers that would result in the Issuer being required to become a public reporting company with the Securities and Exchange Commission; provided that any transfer of Noteholder Warrants to any Competitor (as such term will be defined in the bylaws and/or limited liability company agreement of the Issuer, as applicable) will require the prior written consent of the Board.
Securities Registration			The issuance of the Noteholder Warrants and Warrant Equity Interests will be exempt from registration under the Securities Act, pursuant to, and to the fullest extent under, section 1145 of the Bankruptcy Code or, to the extent section 1145 is not available, section 4(a)(2) of the Securities Act. In addition, certain Holders will have registration rights with respect to the Noteholder Warrants and Warrant Equity Interests issuable upon exercise thereof, as described more fully in the Governance Term Sheet attached to the Restructuring Support Agreement.


Anti-Dilution / Adjustments			The Noteholder Warrants will contain mutually agreeable anti-dilution provisions, including, without limitation, adjustments for: (i) dividends or other distributions on the New Equity Interests paid in New Equity Interests; (ii) splits, subdivisions and combinations of the New Equity Interests; (iii) dividends or other distributions of cash or other property (it being understood that for purposes of this adjustment, the value of any property distributed will be the Fair Market Value thereof); (iv) any repurchase of New Equity Interests (including tender offers, exchanges and other similar transactions) at a price that is greater than the then-Fair Market Value thereof; and (v) the issuance or sale of New Equity Interests or other equity-linked securities at an effective price per New Equity Interest that is less than the Fair Market Value thereof; provided, that any such adjustments in respect of clause (v) will be calculated on a weighted average basis and shall not increase the Exercise Price of any Noteholder Warrant as a result thereof. The Noteholder Warrants will have customary continuity provisions pursuant to which a merger, reclassification or other event (a “New Equity Interests Change Event”) pursuant to which the New Equity Interests are exchanged for, or represent solely the right to receive, other securities or property (the “Reference Property”) will cause the Warrants to become exercisable for such Reference Property. However, if the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property will be deemed to be (i) the weighted average, per New Equity Interest, of the types and amounts of consideration received by the holders of New Equity Interests that affirmatively make such an election; or (ii) if no holders of New Equity Interests affirmatively make such an election, the weighted average of the types and amounts of consideration actually received, per New Equity Interest, by the holders of New Equity Interests.
Administration			The Noteholder Warrants will be issued in book-entry form and administered by the Warrant Agent.


Governing Law			The laws of the State of Delaware, without regard to the principles of conflicts of law thereof.
Other Terms			The agreements governing the Noteholder Warrants shall contain terms and conditions consistent with this Term Sheet and, to the extent that such agreements contain terms and conditions that are not expressly contemplated by this Term Sheet, otherwise reasonably acceptable to the Debtors and the Required Consenting Creditors.

ANNEX 4

Equityholder Warrant Term Sheet

GTT Communications, Inc.

Equityholder Warrant Agreement Term Sheet

This term sheet (this “Term Sheet”) is a summary of the proposed principal terms and conditions relating to the warrants to be issued to holders of the Existing GTT Equity Interests pursuant to that certain Restructuring Support Agreement, dated as of September 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Restructuring Support Agreement”), and which will be memorialized in a warrant agreement to be entered into by Reorganized Parent, in favor of the holders of the Existing GTT Equity Interests, and a warrant agent to be named therein (the “Warrant Agent”), which warrant agreement shall be in form and substance acceptable to the Required Consenting Creditors, the Debtors and the Required Consenting Equity Holders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restructuring Support Agreement or the Restructuring Term Sheet appended thereto.

THIS TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.


Issuer			Reorganized Parent (the “Issuer”).


Capitalization of the Issuer			Subject to the terms of the Restructuring Term Sheet, the capital structure of the Issuer upon the Plan Effective Date shall consist of one class of common equity, the New Equity Interests, to be held as follows: •Holders of Remaining 2018 Credit Facility Claims and holders of Senior Notes Claims who participate in the Noteholder New Common Equity Investment: 88.0% of the New Equity Interests. •Holders of Senior Notes Claims: 12.0% of the New Equity Interests. 30% of the New Equity Interests will be reserved for the Noteholder Warrants (determined on a fully-diluted basis, excluding New Equity Interests issuable pursuant to the MIP and excluding New Equity Interests issuable upon exercise of the Equityholder Warrants). 10% of the New Equity Interests will be reserved for the MIP (determined on a fully-diluted basis, excluding the New Equity Interests issuable upon exercise of the Noteholder Warrants and excluding the New Equity Interests issuable upon exercise of the Equityholder Warrants and subject to adjustment as described below, for awards under the MIP; as soon as practicable following the issuance of New Equity Interests issued in connection with the exercise of any Noteholder Warrants or Equityholder Warrants (the “Additional New Equity Interests”), the MIP pool will be equitably increased to reflect the dilutive effect of the Additional New Equity Interests, and any awards previously awarded under the MIP will be equitably adjusted to prevent dilution or enlargement with respect to such awards and such adjusted awards will reduce the amount of the MIP pool (as adjusted) that is available for subsequent grant, subject to the terms of the MIP with respect to share usage). As discussed below, 4.9% of the New Equity Interests will be reserved for the Equityholder Warrants (determined on a fully-diluted basis, excluding New Equity Interests issuable pursuant to the MIP but including the New Equity Interests issuable upon exercise of the Noteholder Warrants). The New Equity Interests issuable pursuant to the MIP and the New Equity Interests issuable upon exercise of the Equityholder Warrants will dilute all issued and outstanding New Equity Interests (including New Equity Interests issuable upon exercise of the Noteholder Warrants) on a pro rata basis.


Holders			As referred to herein, prior to the Plan Effective Date, holders of the Existing GTT Equity Interests and, on and after the Plan Effective Date, holders of the Equityholder Warrants (the “Holders”).
Warrants			On the Plan Effective Date, the Issuer will issue to each Holder its pro rata share (based on the percentage of the outstanding Existing GTT Equity Interests held by each such Holder) in accordance with the Plan of 5-year warrants (the “Equityholder Warrants”) to purchase 4.9% of the New Equity Interests, calculated on a fully-diluted basis with such percentage calculated after giving effect to the exercise of the Noteholder Warrants and the exercise of the Equityholder Warrants, but not including and subject to dilution on account of, equity issued under the MIP.1
Fees and Expenses			All fees and expenses associated with the issuance of the Equityholder Warrants and incidental administrative matters (including fees and expenses of the Warrant Agent and any Financial Advisor (as defined below)) shall be borne by the Issuer. For the avoidance of doubt, the Issuer shall not be responsible for legal fees and expenses incurred by individual Holders.
Exercise Price			The exercise price (as the same may be adjusted from time to time in accordance with the terms hereof, the “Exercise Price”) for the New Equity Interests issuable upon exercise of the Equityholder Warrants shall be the aggregate Exercise Price implied by a $2.8 billion total enterprise value of the Reorganized Parent, as of the Plan Effective Date.
Expiration Date			The Equityholder Warrants will expire (the date of such expiration, the “Expiration Date”) on the earlier of (i) the fifth (5th) anniversary of the Plan Effective Date and (ii) the consummation of a Liquidity Event (as defined below). For the avoidance of doubt, Equityholder Warrants that have not been exercised on or prior to the applicable Expiration Date shall automatically expire and terminate, without any action by any party, including the Holder, the Warrant Agent or the Issuer.


1 Note to Draft: The warrant agreement will include a customary blocker provision to apply in the event the Issuer becomes a public company.


Liquidity Event			“Liquidity Event” means the first to occur of: the consummation of: any transaction or series of related transactions that results in (i) the sale or exchange of at least a majority of all of the voting equity interests of the Issuer, or any successor, to one or more third parties (other than upon exercise of the Noteholder Warrants by the holders thereof) (whether by merger, sale, recapitalization, consolidation, combination or otherwise) and (ii) the sale, directly or indirectly, by the Issuer, or any successor, of at least a majority of all of the assets of the Issuer, or any successor, and its subsidiaries, taken as a whole to one or more third parties. Notwithstanding the foregoing, no transaction or series of related transactions shall be a Liquidity Event if the equityholders of the Issuer prior to any such transaction continue to own or control, directly or indirectly, at least a majority of the issued and outstanding voting equity interests of the Issuer or the acquirer, as applicable, following such transaction or series of related transactions. For the avoidance of doubt, if a Liquidity Event constitutes a New Equity Interests Change Event (as defined below), then, pursuant to the provisions described below, the Equityholder Warrants will become exercisable for the Reference Property of such New Equity Interests Change Event. In connection with a Liquidity Event, any warrants not exercised will expire upon the consummation of such Liquidity Event.


Exercisability			The Equityholder Warrants shall be exercisable into New Equity Interests in whole or in part at any time on or prior to the Expiration Date, in cash or, at the option of the holder thereof, by “cashless” exercise on customary terms based on the Fair Market Value (as defined below) of the New Equity Interests at the time of exercise; provided, however, that a cashless exercise shall only be available (i) at any time the New Equity Interests are listed on a nationally recognized securities exchange, quoted on an inter-dealer quotation system or over-the-counter market (a “Trading Market”) or (ii) in connection with a Liquidity Event. “Fair Market Value” will be determined as follows: •If the New Equity Interests or other applicable equity interests are traded or quoted on a Trading Market, Fair Market Value shall be based upon the volume weighted average trading prices during the 20 consecutive trading days immediately prior to such date of determination (or, if such volume weighted average price is unavailable, the market value of one New Equity Interest or other applicable equity interest on such trading day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm the Issuer selects). •If the cashless exercise is made in connection with a Liquidity Event, Fair Market Value shall be equal to the per-New Equity Interest value implied by the sale price in such transaction. •In all other cases, Fair Market Value shall be determined by the Board (as defined in the Governance Term Sheet attached to the Restructuring Support Agreement) in good faith (which determination must include the approval of at least two Independent Directors (as defined in the Governance Term Sheet attached to the Restructuring Support Agreement) serving on such Board); provided that if Required Warrant Holders (as defined in the Noteholder Warrant Agreement Term Sheet appended to the Restructuring Term Sheet as Annex 3 thereto) disagree with any determination of Fair Market Value by the Board, then such Required Warrant Holders may require that Fair Market Value shall be determined by an independent nationally recognized financial advisor (a “Financial Advisor”) that is mutually acceptable to the Issuer and the Required Warrant Holders (or, if they cannot agree on a Financial Advisor, the Issuer and the Required Warrant Holders shall each designate a bank or firm, who will mutually select a Financial Advisor); provided, further, that the Required Warrant Holders shall not be entitled to require Fair Market Value to be determined by a Financial Advisor in the case of any dividend or distribution (in one or a series of related transactions) that is subject to clause (iii) under “Anti-Dilution Adjustments” with an aggregate value of less than $20,000,000.


Conditions to Exercise			The issuance of New Equity Interests pursuant to the exercise of Equityholder Warrants (collectively, the “Warrant Equity Interests”) will be subject to delivery to the Issuer of an exercise form to the Warrant Agent and, if applicable, payment in full by the holder of the applicable Exercise Price by delivery to the Issuer of a certified or official bank check or by wire transfer of immediately available funds in the amount of the aggregate Exercise Price for such Warrant Equity Interests.
Voting Rights and Control			Equityholder Warrants will not permit the Holder thereof to any voting rights before exercise of the warrants; upon and after any exercise of the Equityholder Warrants, the Holders will have any voting rights that generally accrue to holders of New Equity Interests, and Holders will be required to join and become party to any applicable governing documents among the Issuer and other holders of New Equity Interests, if any, as described in the Governance Term Sheet.
Information Rights			Holders shall be entitled to the same information rights, if any, as stockholders, subject to customary confidentiality provisions.
Redemption			The Equityholder Warrants will not be subject to redemption by the Issuer or any other person.
Transferability			Equityholder Warrants will be freely transferrable by the Holders thereof, subject to any restrictions under applicable securities laws and customary provisions prohibiting transfers that would result in the Issuer being required to become a public reporting company with the Securities and Exchange Commission; provided that any transfer of Equityholder Warrants to any Competitor (as such term will be defined in the bylaws and/or limited liability company agreement of the Issuer, as applicable) will require the prior written consent of the Board.
Securities Registration			The issuance of the Equityholder Warrants and Warrant Equity Interests will be exempt from registration under the Securities Act, pursuant to, and to the fullest extent under, section 1145 of the Bankruptcy Code or, to the extent section 1145 is not available, section 4(a)(2) of the Securities Act.


Anti-Dilution / Adjustments			The Equityholder Warrants will contain mutually agreeable anti-dilution provisions, including, without limitation, adjustments for: (i) dividends or other distributions on the New Equity Interests paid in New Equity Interests; (ii) splits, subdivisions and combinations of the New Equity Interests; (iii) dividends or other distributions of cash or other property (it being understood that for purposes of this adjustment, the value of any property distributed will be the Fair Market Value thereof); (iv) any repurchase of New Equity Interests (including tender offers, exchanges and other similar transactions) at a price that is greater than the then-Fair Market Value thereof; and (v) the issuance or sale of New Equity Interests or other equity-linked securities at an effective price per New Equity Interest that is less than the Fair Market Value thereof; provided, that any such adjustments in respect of clause (v) will be calculated on a weighted average basis and shall not increase the Exercise Price of any Equityholder Warrant as a result thereof. The Equityholder Warrants will have customary continuity provisions pursuant to which a merger, reclassification or other event (a “New Equity Interests Change Event”) pursuant to which the New Equity Interests are exchanged for, or represent solely the right to receive, other securities or property (the “Reference Property”) will cause the Warrants to become exercisable for such Reference Property. However, if the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property will be deemed to be (i) the weighted average, per New Equity Interest, of the types and amounts of consideration received by the holders of New Equity Interests that affirmatively make such an election; or (ii) if no holders of New Equity Interests affirmatively make such an election, the weighted average of the types and amounts of consideration actually received, per New Equity Interest, by the holders of New Equity Interests.
Administration			The Equityholder Warrants will be issued in book-entry form and administered by the Warrant Agent.


Governing Law			The laws of the State of Delaware, without regard to the principles of conflicts of law thereof.
Other Terms			The agreements governing the Equityholder Warrants shall contain terms and conditions consistent with this Term Sheet and, to the extent that such agreements contain terms and conditions that are not expressly contemplated by this Term Sheet, otherwise reasonably acceptable to the Debtors, the Required Consenting Creditors and the Consenting Equity Holders.

ANNEX 5

Governance Term Sheet

Terms of New Corporate Governance Documents of Reorganized Parent (the “Company”)

This term sheet sets forth the principal terms of the proposed governance structure of the Company, which terms shall be included in the new corporate governance documents of the Company (including the charter, bylaws or similar documents, among other governance documents), subject in all respects to the terms of the Restructuring Support Agreement (the “RSA”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the RSA or the Restructuring Term Sheet to which this term sheet is attached.

THIS TERM SHEET DOES NOT CONSTITUTE (NOR WILL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND OTHER APPLICABLE LAW.

UNLESS OTHERWISE SET FORTH HEREIN, TO THE EXTENT THAT ANY PROVISION OF THIS TERM SHEET IS INCONSISTENT WITH THE RSA, THE TERMS OF THIS TERM SHEET WITH RESPECT TO SUCH PROVISION SHALL CONTROL.


Corporate Form:			The Company shall either be a Delaware corporation or a Delaware limited liability company, as determined by the Required Consenting Creditors; provided, that in the event that the Company is a Delaware limited liability company, the Company shall elect to be treated as a corporation for tax purposes. In connection with the Plan Effective Date, and consistent with section 1123(a)(6) of the Bankruptcy Code, the Company shall adopt customary corporate governance documents, including an amended and restated certificate of incorporation, bylaws and/or a limited liability company agreement, as applicable (the “New Corporate Governance Documents”) in form and substance reasonably acceptable to the Company and the Required Consenting Creditors.
Equity Structure:			The Company will, as of the Plan Effective Date, issue the New Equity Interests as follows: i.88% of the issued and outstanding New Equity Interests will be issued to (x) the holders of Allowed Remaining 2018 Credit Facility Claims and (y) certain holders of Senior Notes Claims who participate in the Noteholder New Equity Investment; and ii.12% of the issued and outstanding New Equity Interests will be issued to the holders of Senior Notes Claims.

44670.00001


Board of Directors:			Initial Board: The Company will be managed by a board of directors (the “Board”). The initial Board will consist of seven directors (each, a “Director”), comprising: i.the Chief Executive Officer of the Company (the “CEO”); ii.one Director selected by the Required Consenting Noteholders; and iii.five Directors selected by the Required Consenting Credit Facility Creditors. Director Elections and Qualifications: Beginning with the first annual meeting of equityholders, Directors will be elected by a majority of the issued and outstanding New Equity Interests. The Director selected by the Required Consenting Noteholders will be independent from the Company, its equityholders and lenders (including the Consenting Noteholders and Consenting Credit Facility Creditors) (a director meeting the foregoing requirements, an “Independent Director”). In the event that at least three Directors selected by the Required Consenting Credit Facility Creditors are not Independent Directors, then the Board shall establish an independent special committee comprised solely of the Independent Directors of the Company for purposes of evaluating and making decisions regarding any exit transactions (including any transaction that would constitute a Liquidity Event (as defined in the Noteholder Warrant Term Sheet)). Each Director will serve for a one-year term. Board Committees: The Board will have customary standing committees. Observer Right: The Board will not have observers unless otherwise agreed by the Required Consenting Creditors. Board Actions: A majority of the total number of the Directors then in office shall constitute a quorum, and the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board; provided that such majority must include the affirmative vote of at least two Independent Directors in the case of the approval of any Liquidity Event or the determination of Fair Market Value (as defined in the Noteholder Warrant Term Sheet). The Board or any committee thereof may act by written consent executed by all of the Directors then in office or all members of such committee, as applicable, in lieu of a meeting. Board Fees/Expenses: Each Director who is not an employee of any holder of New Equity Interests shall be entitled to a reasonable fee for serving on the Board and, if approved by the Board, any committee of the Board. Each Director shall also be entitled to reimbursement for all reasonable expenses incurred in connection with any Board or committee meeting. All Director incentive compensation shall be distributed out of the pool of the New Equity Interests reserved for the MIP.

44670.00001


Indemnification and Limitation on Liability:			The organizational documents of the Company shall contain indemnification provisions and limitation on liability provisions applicable to the Directors and officers of the Company to the fullest extent permitted under Delaware law.
Transfers/Resales:			The New Equity Interests to be issued by the Company under the Plan will be exempt from registration under the Securities Act, pursuant to, and to the fullest extent under, section 1145 of the Bankruptcy Code or, to the extent section 1145 is not available, section 4(a)(2) of the Securities Act. The New Equity Interests, the Noteholder Warrants, the Equityholder Warrants (and any New Equity Interests issued upon exercise of the Noteholder Warrants and Equityholder Warrants) will be (i) transferrable without the Company’s consent, subject to compliance with applicable securities laws and customary provisions prohibiting transfers that would result in the Company being required to become a public reporting company with the Securities and Exchange Commission, and (ii) DTC-eligible (other than in the case of restricted securities) and traded on an over-the-counter market acceptable to the Required Consenting Creditors upon emergence (the “OTC”); provided that any transfer of the New Equity Interests to any Competitor (as such term will be defined in the bylaws and/or limited liability company agreement of the Company, as applicable) will require the prior written consent of the Board. There will not be any ROFO/ROFR applicable to the New Equity Interests. Provisions required in connection with U.S. and U.K. banking regulations and reasonably acceptable to the Company and the Required Consenting Creditors to be included in the New Corporate Governance Documents.

44670.00001


Information Rights:			As of the Plan Effective Date, the Company will not be a public reporting company with the Securities and Exchange Commission. At any time that the Company is not required to file public reports with the SEC, the Company will (i) provide publicly available information sufficient to satisfy the requirements of any applicable qualified interdealer quotation system or broker-dealer review for trading on the OTC; (ii) furnish to all holders of New Equity Interests, Noteholder Warrants, Equityholder Warrants and, upon their request, prospective purchasers thereof (other than to any holder or prospective purchaser that is a Competitor), the information required to be publicly available under Rule 144(c)(2) of the Securities Act or such other information necessary to allow holders to rely on Rule 144 (the “144 Information”); and (iii) hold quarterly telephonic conference calls between management and all equityholders who choose to attend. Such 144 Information shall include (i) a very brief statement of the nature of the business of the Company and the products and services it offers; and (ii) the Company’s most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements, for such part of the two (2) preceding fiscal years as the Company has been in operation (and such financial statements should be audited to the extent reasonably available).
Termination:			Upon the occurrence of a listing on the NYSE or Nasdaq, the provisions set forth in the foregoing sections entitled “Transfer/Resales” and “Information Rights” shall automatically terminate.
Fiduciary Duties/ Corporate Opportunities:			Governing documents (i) will not include a waiver of Director fiduciary duties to the extent the Company is a limited liability company, and (ii) will include a waiver of the corporate opportunity doctrine.

44670.00001


Registration Rights:			All New Equity Interests, Noteholder Warrants and New Equity Interests issued upon exercise of Noteholder Warrants will constitute “Registrable Securities” under a registration rights agreement. Such registration rights agreement to provide that the holders of two-thirds of the Registrable Securities (calculated on an as-exercised basis (assuming cashless exercise) with respect to the Noteholder Warrants) can require the Company to use commercially reasonable efforts to cause the Registrable Securities to be listed on Nasdaq or the NYSE in accordance with the applicable Nasdaq or NYSE listing requirements as promptly as practicable following delivery of notice. In addition, the registration rights agreement will provide for: •Demand Registration: At any time after an initial public offering, the Company shall register all Registrable Securities requested to be registered by the holders of New Equity Interests if the Company receives a written request from holders of New Equity Interests who beneficially own 10% or more of the New Equity Interests (calculated on an as-exercised basis (assuming cashless exercise) with respect to the Noteholder Warrants) (subject to customary exceptions and limitations), it being understood and agreed that such holders of New Equity Interests shall have the right to make up to three such requests. •Piggyback Registration: Each holder of New Equity Interests who beneficially owns at least 1% of the outstanding New Equity Interests (calculated on an as-exercised basis (assuming cashless exercise) with respect to the Noteholder Warrants) will have the right to include its Registrable Securities each time the Company proposes for any reason to register any of its Registrable Securities under the Securities Act, including a Form S-3 as described below (subject to customary exceptions and limitations). •S-3 Registration: Once the Company is eligible to file a shelf registration statement on Form S-3, any holder of New Equity Interests who beneficially owns at least 5% of the outstanding New Equity Interests (calculated on an as-exercised basis (assuming cashless exercise) with respect to the Noteholder Warrants) may request that the Company file a registration statement covering the Registrable Securities held by such holder of New Equity Interests (subject to customary exceptions and limitations).

44670.00001


Exclusive Forum:			•Delaware will be the exclusive forum for litigation by holders of the equity interests of the Company.
Amendments			•Any amendment, supplement, modification, or waiver to the terms of the New Equity Interests, Noteholder Warrants, Equityholder Warrants or the New Corporate Governance Documents that is disproportionate and materially adverse to one or more equityholder as compared to another equityholder shall require the affirmative consent of such affected equityholder. •Except as specifically contemplated hereby, all equityholders shall be treated in a pari passu fashion.

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EXHIBIT B

Form of Credit Agreement Forbearance and Consent

See Exhibit 10.5 filed herewith.

44670.00001

EXHIBIT C

Form of Interim Cash Collateral Order

44670.00001

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK


	)	Chapter 11
In re:	)
	)	Case No. 21-__________ ( )
GTT COMMUNICATIONS, INC., et al.,3	)
	)	(Joint Administration Requested)
Debtors.	)
	)	Re: Docket No. ___

INTERIM ORDER (I) AUTHORIZING DEBTORS TO USE
CASH COLLATERAL; (II) GRANTING ADEQUATE PROTECTION TO
PREPETITION SECURED PARTIES; (III) MODIFYING AUTOMATIC STAY;
(IV) SCHEDULING FINAL HEARING; AND (V) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)4 of GTT Communications, Inc. (“GTT”) and its affiliated debtors, as debtors and debtors in possession (collectively with GTT, the “Debtors” and, together with each Debtor’s direct and indirect non-Debtor subsidiaries, the “Company”), in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) for entry of an interim order (this “Interim Order”) and a final order (the “Final Order” and, together with the Interim Order, the “Cash Collateral Orders”), pursuant to sections 105, 361, 362, 363, 503, 506, 507 and 552 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 4001, 6003, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 4001-2 of the

3 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: GTT Communications, Inc. (6338); Communication Decisions - SNVC, LLC (6338); Core180, LLC (6338); Electra Ltd. (6338); GC Pivotal, LLC (6227); GTT Americas, LLC (1133); GTT Global Telecom Government Services, LLC (6338); GTT RemainCo, LLC (0472); GTT Apollo Holdings, LLC (2300); and GTT Apollo, LLC (8127). The service address for the Debtors is 7900 Tysons One Place, Suite 1450, McLean, VA 22102.

4 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”) seeking, among other things:

(a)authorization for the Debtors, pursuant to Bankruptcy Code sections 105, 361, 362, 363, 503 and 507 to use Cash Collateral (defined below) and all other Prepetition Debtor Collateral (defined below), solely in accordance with the Approved Budget (defined below) (subject to permitted variances as set forth herein) and the terms of this Interim Order, to provide working capital for the Debtors and, subject to the terms of the Cash Management Order (defined below), certain of their non-Debtor affiliates, and for other general corporate purposes, including for payment of adequate protection to the Prepetition Secured Parties (defined below) and the reasonable and documented transaction costs, fees and expenses incurred in connection with any transactions to be implemented through these Chapter 11 Cases;

(b)subject to entry of the Final Order and to the extent set forth therein, the waiver of (i) the Debtors’ ability to surcharge the Collateral (defined below) pursuant to Bankruptcy Code section 506(c) or any other applicable principle of equity or law, (ii) the applicability of the “equities of the case” exception under Bankruptcy Code section 552(b) with respect to the proceeds, products, offspring or profits of any of the Prepetition Debtor Collateral and (iii) the doctrine of “marshaling” and any other similar equitable doctrine with respect to any of the Collateral;

(c)the modification of the automatic stay imposed pursuant to Bankruptcy Code section 362 to the extent necessary to implement and effectuate the terms of this Interim Order;

(d)the scheduling of a final hearing (the “Final Hearing”) to consider the relief requested in the Motion and the entry of the Final Order, and approving the form of notice with respect to the Final Hearing;

(e)the waiver of any applicable stay (including under Bankruptcy Rule 6004) and provision for immediate effectiveness of this Interim Order; and

(f)the granting of related relief;

and notice of the Motion under the circumstances having been given and such notice having been good and sufficient; and the Court having conducted a hearing for interim relief on the Motion on [______], 2021 (the “Interim Hearing”), at which time the Debtors presented and introduced into evidence, among other things, the Declaration of Brian J. Fox in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), the Declaration of Joel Mostrom in Support of Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to Use Cash Collateral; (II) Granting Adequate Protection to Prepetition Secured Parties; (III) Modifying Automatic Stay; (IV) Scheduling Final Hearing; and (V) Granting Related Relief (the “Mostrom Declaration”[) and the Declaration of [Matthew Mintzer] / [Todd R. Snyder] in Support of Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to Use Cash Collateral; (II) Granting Adequate Protection to Prepetition Secured Parties; (III) Modifying Automatic Stay; (IV) Scheduling Final Hearing; and (V) Granting Related Relief (the “[Mintzer] / [Snyder] Declaration”] and, together with the First Day Declaration [and the Mostrom Declaration], the “Declarations”); and the Court having considered the Motion, the Declarations, the other evidence adduced by the parties, the representations of counsel, and the entire record made at the Interim Hearing; and all objections, if any, to the relief requested in the Motion and to the entry of this Interim Order having been withdrawn, resolved or overruled by the Court; and it appearing to the Court that granting the interim relief sought in the Motion, on the terms and conditions contained herein, is necessary and essential to enable the Debtors to preserve the value of their businesses and assets, prevent immediate and irreparable harm to the

Debtors’ estates, and facilitate the Debtors’ reorganization, and that such relief is fair and reasonable and in the best interests of the Debtors’ estates, their creditors, and all parties in interest, and is a sound and prudent exercise of the Debtors’ business judgment; and after due deliberation and consideration, and good and sufficient cause appearing therefor;

IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that:5

1.Petition Date. On [_____], 2021 (the “Petition Date”), each of the Debtors filed a voluntary petition under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Court”) commencing these Chapter 11 Cases. On [______], 2021, the Court entered an order approving joint administration of the Chapter 11 Cases.

2.Debtors in Possession. The Debtors continue to manage and operate their businesses and properties as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108. No trustee or examiner has been appointed in these Chapter 11 Cases.

3.Jurisdiction and Venue. The Court has jurisdiction over these proceedings and the parties and property affected hereby pursuant to 28 U.S.C. § 1334. The Motion and proceedings in connection therewith constitute a core proceeding as defined in 28 U.S.C. §§ 157(b)(2). Venue for these Chapter 11 Cases and the proceedings on the Motion is permissible in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for

5 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable pursuant to Bankruptcy Rule 9014. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

the relief sought in the Motion and granted in this Interim Order are Bankruptcy Code sections 105, 361, 362, 363, 503, 506, 507 and 552, Bankruptcy Rules 2002, 4001, 6003, 6004 and 9014 and Local Rule 4001-2.

4.Committee. As of the date hereof, the United States Trustee for the Southern District of New York (the “U.S. Trustee”) has not appointed an official committee of unsecured creditors in these Chapter 11 Cases pursuant to Bankruptcy Code section 1102 (any such committee, the “Committee”).

5.Notice. Under the circumstances, the notice given by the Debtors of, and as described in, the Motion, the relief requested therein, and the Interim Hearing constitutes due and sufficient notice thereof and complies with Bankruptcy Rules 4001(b) and (d) and the Local Rules, and no further notice of the Motion with respect to the relief sought at the Interim Hearing or the entry of this Interim Order is necessary or required.

6.Debtors’ Stipulations. Without prejudice to the rights of parties in interest, other than the Debtors, but subject to the limitations thereon contained in Paragraphs 16 and 25 of this Interim Order, the Debtors admit, stipulate and agree as follows (Paragraphs 6(a) through 6(f) below are collectively referred to herein as the “Debtors’ Stipulations”):

(a)Prepetition Credit Agreement.

(i)Revolving and Term Loan Credit Facilities. Pursuant to that certain Credit Agreement dated as of May 31, 2018 by and among GTT (in such capacity, the “U.S. Borrower”), GTT Communications B.V. (“GTT B.V.” and, in such capacity, the “EMEA

Borrower”), the lenders from time to time party thereto (the “Prepetition Lenders”)6 and KeyBank National Association, as the administrative agent (the “Prepetition Agent” and, together with the Prepetition Lenders, the “Prepetition Secured Parties”) and an LC Issuer (as defined therein) (such Credit Agreement, as amended, restated, supplemented, waived, or otherwise modified from time to time, including by that certain Amendment No. 1 to Credit Agreement, dated as of August 8, 2019, that certain Amendment No. 2 to Credit Agreement, dated as of February 28, 2020, that certain Amendment No. 3 and Waiver to Credit Agreement, dated as of August 10, 2020, that certain Amendment No. 4 to Credit Agreement and Consent, dated as of December 28, 2020, that certain Third Lender Forbearance Agreement and Amendment No. 5 to Credit Agreement, dated as of March 29, 2021, that certain Fourth Lender Forbearance Agreement and Amendment No. 6 to Credit Agreement, dated as of May 10, 2021 and that certain Amendment No. 7 to Credit Agreement, dated as of September 1, 2021, the “Prepetition Credit Agreement” and, together with the other Loan Documents (as defined therein), the “Prepetition Loan Documents”) the following three credit facilities were established:

(1)a revolving credit facility (the “Revolving Facility”) pursuant to which Prepetition Lenders with Revolving Commitments

6 In addition to the foregoing, solely for the purpose of identifying the Persons (as defined in the Prepetition Credit Agreement) entitled to share in payments and collections from the Prepetition Collateral (defined below) and the benefit of any guarantees of the Prepetition Secured Obligations (defined below), as more fully set forth in the Prepetition Loan Documents (defined below), the term “Prepetition Lender” shall include Prepetition Secured Hedge Providers (defined below) and Cash Management Banks (as defined in the Prepetition Credit Agreement).

(the “Revolving Lenders”) made loans to the U.S. Borrower (such loans, the “Revolving Loans”) and participated in LC Issuances,

(2)a U.S. term facility (the “U.S. Term Facility”) pursuant to which Prepetition Lenders with a U.S. Term Commitment (the “U.S. Term Lenders”) made loans to the U.S. Borrower (such loans, the “U.S. Term Loans”), and

(3)a dual tranche EMEA term facility (the “EMEA Term Facility” and, collectively with the Revolving Facility and the U.S. Term Facility, the “Revolving and Term Loan Credit Facilities”) pursuant to which Prepetition Lenders with a Closing Date EMEA Term Commitment (the “Closing Date EMEA Term Lenders”) made loans to the EMEA Borrower (such loans, the “Closing Date EMEA Term Loans”) and Prepetition Lenders with a 2020 EMEA Term Commitment (the “2020 EMEA Term Lenders” and, together with the Closing Date EMEA Term Lenders, the “EMEA Term Lenders”) made loans to the EMEA Borrower (such loans, the “2020 EMEA Term Loans” and, together with the Closing Date EMEA Term Loans, the “EMEA Term Loans” and, together with the Revolving Loans and U.S. Term Loans, the “Prepetition Loans”).

The obligations of the U.S. Borrower and EMEA Borrower arising under the Revolving and Term Loan Credit Facilities, including any applicable obligations under any Secured Hedge Agreement or Secured Cash Management Agreement (each as defined in the Prepetition Credit Agreement) to which a Credit Party (defined below) or other Restricted Subsidiary (as defined in the Prepetition Credit Agreement) is a party, are, after giving effect to that certain [Partial Release Letter, dated [●] 2021 from the Prepetition Agent to the [Loan Parties (as defined therein)] signatory thereto evidencing the prepayment of certain outstanding obligations of the U.S. Borrower, the EMEA Borrower and the [Loan Parties] under or in connection with the Prepetition Credit Agreement (the “Partial Release Letter”)], guaranteed by each of the other

Debtors (collectively, the “U.S. Guarantors” and, together with GTT, the “U.S. Credit Parties”) pursuant to that certain Subsidiary Guaranty (U.S. Subsidiaries) dated as of May 31, 2018, that certain Subsidiary Guaranty (U.S. Subsidiaries) dated as of June 1, 2018, that certain Subsidiary Guaranty (U.S. Subsidiaries) Supplement dated as of September 25, 2018 and that certain Subsidiary Guaranty (U.S. Subsidiaries) Supplement dated as of March 31, 2021. In addition, the obligations of the EMEA Borrower arising under the EMEA Term Facility, including any applicable obligations under any Secured Hedge Agreement or Secured Cash Management Agreement to which a Non-U.S. EMEA Credit Party (defined below) is a party, are, after giving effect to the [Partial Release Letter], guaranteed by certain of GTT’s non-U.S. direct and indirect subsidiaries (collectively, the “Non-U.S. EMEA Guarantors” and, together with GTT B.V., the “Non-U.S. EMEA Credit Parties” and, collectively with the U.S. Credit Parties, the “Credit Parties”) pursuant to that certain Subsidiary Guaranty (Non-U.S. Subsidiaries) dated as of May 31, 2018, that certain Subsidiary Guaranty (Non-U.S. Subsidiaries) dated as of June 1, 2018, that certain Subsidiary Guaranty (Non-U.S. Subsidiaries) Supplement dated as of October 29, 2018, that certain Subsidiary Guaranty (Non-U.S. Subsidiaries) Supplement dated as of January 15, 2021, that certain Subsidiary Guaranty (Non-U.S. Subsidiaries) Supplement dated as of February 5, 2021, that certain Subsidiary Guaranty (Non-U.S. Subsidiaries) Supplement dated as of April 9, 2021 and that certain Subsidiary Guaranty (Non-U.S. Subsidiaries) Supplement dated as of June 22, 2021.

(ii)Prepetition Secured Obligations. As of the Petition Date, (x) the U.S. Credit Parties were jointly and severally indebted to (1) the Revolving Lenders and the Prepetition Agent in respect of the Revolving Loans in the aggregate principal amount outstanding of [$____]7 (together with all accrued and unpaid interest thereon as of the Petition Date, the “Prepetition Revolving Loan Obligation Amount”) and (2) the U.S. Term Lenders and the Prepetition Agent in respect of the U.S. Term Loans in the aggregate principal amount outstanding of [$____]8 (together with all accrued and unpaid interest thereon as of the Petition Date, the “Prepetition U.S. Term Loan Obligation Amount”), and (y) the Credit Parties were jointly and severally indebted to (1) the Closing Date EMEA Term Lenders and the Prepetition Agent in respect of the Closing Date EMEA Term Loans in the aggregate principal amount outstanding of [€____]9 (together with all accrued and unpaid interest thereon as of the Petition Date, the “Prepetition Closing Date EMEA Term Loan Obligation Amount”) and (2) the 2020 EMEA Term Lenders and the Prepetition Agent in respect of the 2020 EMEA Term Loans in the aggregate principal amount outstanding of [$____]10 (together with all accrued and unpaid interest thereon as of the Petition Date, the “Prepetition 2020 EMEA Term Loan Obligation Amount” and, together with the Prepetition Revolving Loan Obligation Amount, Prepetition U.S. Term Loan Obligation Amount and Prepetition Closing Date EMEA Term Loan Obligation Amount, the “Prepetition Revolving and Term Loan Obligation Amount”), in each case, plus, as

7 [To be updated to account for Infrastructure Sale Paydown.]

8 [To be updated to account for Infrastructure Sale Paydown.]

9 [To be updated to account for Infrastructure Sale Paydown.]

10 [To be updated to account for Infrastructure Sale Paydown.]

applicable, all premiums and other fees, costs, expenses (including any attorneys’, financial advisors’ and other professionals’ fees and expenses), reimbursement obligations, indemnification obligations, contingent obligations, and other charges of whatever nature, whether or not contingent, whenever arising, accrued, accruing, due, owing or chargeable under or in connection with the Prepetition Loan Documents, and, with respect to the U.S. Credit Parties, inclusive of the approximately [$____] of outstanding Letters of Credit issued pursuant to the Prepetition Credit Agreement (the “Prepetition Letters of Credit”) and the Hedging Obligations (defined below) (collectively, including the Prepetition Revolving and Term Loan Obligation Amount, the “Prepetition Secured Obligations”).

(iii)Prepetition Liens and Prepetition Collateral. The Prepetition Secured Obligations are secured (to the extent provided in the applicable Prepetition Loan Documents), on a first priority basis, by liens (such liens, the “Prepetition Debtor Liens”) on substantially all of the Debtors’ assets (such assets, the “Prepetition Debtor Collateral”). In addition, obligations of the Non-U.S. EMEA Credit Parties in respect of the EMEA Term Facility, including any applicable obligations under any Secured Hedge Agreement and any Secured Cash Management Agreement to which a Non-U.S. EMEA Credit Party is a party, are secured (to the extent provided in the applicable Prepetition Loan Documents) on a first priority basis by liens (such liens, the “Prepetition Non-Debtor Liens” and, together with the Prepetition Debtor Liens, the “Prepetition Liens”) on certain of the Non-U.S. EMEA Credit Parties’ assets and accounts

(such assets and accounts, the “Prepetition Non-Debtor Collateral” and, together with the Prepetition Debtor Collateral, the “Prepetition Collateral”).

(iv)Hedging Obligations. As of the Petition Date, GTT was party to four Secured Hedge Agreements: (a) that certain ISDA 2002 Master Agreement, dated as of March 24, 2016, with SunTrust Bank; (b) that certain ISDA 2002 Master Agreement, dated as of January 30, 2017, with Credit Suisse International; (c) that certain ISDA 2002 Master Agreement, dated as of April 13, 2018, with ING Capital Markets, LLC; and (d) that certain ISDA 2002 Master Agreement, dated as of April 30, 2018, with Citizens Bank, National Association (such agreements, the “Prepetition Secured Hedge Agreements” and, the counterparties thereto, the “Prepetition Secured Hedge Providers”), pursuant to which GTT entered into four interest rate swap transactions. Under the terms of the Prepetition Credit Agreement (and subject to the terms thereof), GTT’s obligations under the Prepetition Secured Hedge Agreements (the “Hedging Obligations”) constitute “U.S. Obligations” under the Prepetition Credit Agreement and are secured on a pari passu basis by the Prepetition Debtor Liens on the Prepetition Debtor Collateral.

(v)CAM Agreement. The Prepetition Lenders and the Prepetition Agent are party to that certain Collection Allocation Mechanism Agreement, dated as of May 31, 2018 (as amended, restated, or otherwise modified from time to time, including by that certain Amendment to Collection Allocation Mechanism Agreement dated as of December 28, 2020 and that certain Second Amendment to Collection Allocation Mechanism Agreement dated as of

September 1, 2021, the “CAM Agreement”), which agreement governs certain allocation and intercreditor matters as between the Prepetition Secured Parties and, as of the Petition Date, remains in full force and effect.

(vi)Intercompany Subordination Agreement. Each of the Credit Parties, several of GTT’s direct and indirect subsidiaries that are not Credit Parties (the “Subordinated Intercompany Lenders”) and the Prepetition Agent, are party to that certain Intercompany Subordination Agreement dated as of May 31, 2018 (together with all supplements and joinders thereto, the “Intercompany Subordination Agreement”), pursuant to which the parties agreed, among other things, that (a) any and all Indebtedness (as defined therein) owed by a Credit Party to a Subordinated Intercompany Lender is subordinated in right of payment to the Prepetition Secured Obligations and (b) upon the occurrence and continuance of an “Event of Default” under the Prepetition Credit Agreement, no Subordinated Intercompany Lender would ask, demand, sue for, take or receive from any Credit Party any amounts then or thereafter owing to such Subordinated Intercompany Lender.

(b)Validity, Perfection and Priority of Prepetition Debtor Liens, Prepetition Non-Debtor Liens and Prepetition Secured Obligations. The Debtors represent, acknowledge and agree that, as of the Petition Date, (1) the Prepetition Debtor Liens on the Prepetition Debtor Collateral were valid, binding, enforceable, non-avoidable and properly perfected and were granted to, or for the benefit of, the Prepetition Secured Parties for fair consideration and reasonably equivalent value; (2) the Prepetition Non-Debtor Liens on the Prepetition Non-Debtor

Collateral were valid, binding, enforceable, non-avoidable and properly perfected and were granted for fair consideration and reasonably equivalent value; (3) the Prepetition Debtor Liens were senior in priority over any and all other liens on the Prepetition Debtor Collateral, subject only to any liens senior by operation of law or permitted by the Prepetition Loan Documents, solely to the extent any such liens were valid, properly perfected, non-avoidable and senior in priority to the Prepetition Debtor Liens as of the Petition Date (the “Prepetition Permitted Prior Liens”); (4) the Prepetition Non-Debtor Liens were senior in priority over any and all other liens on the Prepetition Non-Debtor Collateral, subject only to any liens senior by operation of law or permitted by the Prepetition Loan Documents, solely to the extent any such liens were valid, properly perfected, non-avoidable and senior in priority to the Prepetition Non-Debtor Liens as of the Petition Date; (5) the Prepetition Secured Obligations constitute legal, valid, binding and non-avoidable obligations of the Debtors enforceable in accordance with the terms of the applicable Prepetition Loan Documents; (6) no offsets, recoupments, challenges, objections, defenses, claims or counterclaims of any kind or nature to any of the Prepetition Debtor Liens, Prepetition Non-Debtor Liens or Prepetition Secured Obligations exist, and no portion of the Prepetition Debtor Liens, Prepetition Non-Debtor Liens or Prepetition Secured Obligations is subject to any challenge or defense including, without limitation, avoidance, disallowance, disgorgement, recharacterization or subordination (equitable or otherwise) pursuant to the Bankruptcy Code or applicable non-bankruptcy law; (7) the Debtors and their estates have no claims, objections, challenges, causes of action and/or choses in action, including, without

limitation, avoidance claims under chapter 5 of the Bankruptcy Code or applicable state law equivalents or actions for recovery or disgorgement, against any of the Prepetition Secured Parties, or any of their respective affiliates, agents, attorneys, advisors, professionals, officers, directors and employees arising out of, based upon or related to the Revolving and Term Loan Credit Facilities; and (8) the Debtors have waived, discharged and released any right to challenge any of the Prepetition Secured Obligations and the validity, extent and priority of the Prepetition Debtor Liens.

(c)No Control. None of the Prepetition Secured Parties controls the Debtors or their operations, has authority to determine the manner in which any of the Debtors’ operations are conducted or is a control person or insider of the Debtors or any of their affiliates by virtue of any of the actions taken with respect to, in connection with, related to, or arising from this Interim Order, the Revolving and Term Loan Credit Facilities and/or the Prepetition Loan Documents.

(d)Cash Collateral. All Prepetition Debtor Collateral that constitutes “cash collateral” as defined in Bankruptcy Code section 363(a), including (i) any and all of the Debtors’ funds on deposit in the Designated Securities Account and the Designated Control Account (each as defined and described in the Cash Management Motion (defined below)) as of the Petition Date, (ii) any proceeds of the sale of the Infrastructure Business that constitute Prepetition Debtor Collateral and that remain in any of the Debtors’ deposit or securities accounts (inclusive of the Designated Control Account) as of the Petition Date, (iii) any and all

cash used to collateralize Prepetition Letters of Credit (the “LOC Cash Collateral”), (iv) the proceeds, products, rents or profits thereof and of the other Prepetition Debtor Collateral and (v) any and all cash or cash equivalents subject to the Prepetition Secured Parties’ setoff rights or control (as defined under Article 9 of the New York Uniform Commercial Code), constitutes the Prepetition Secured Parties’ cash collateral (the “Cash Collateral”). For the avoidance of doubt and notwithstanding anything to the contrary herein, no LOC Cash Collateral in the possession of the Revolving Lenders shall be used by any party for any purpose other than to reimburse the Revolving Lenders for any payments made by such Revolving Lenders on account of Prepetition Letters of Credit.

(e)Designated Control Account. In accordance with the terms of the Prepetition Credit Agreement and the RSA (defined below), the Debtors retained $35,000,000.00 in cash proceeds from the sale of the Infrastructure Business that constitute Prepetition Debtor Collateral for the purpose of financing these Chapter 11 Cases (the “Retained Cash Proceeds”), which Retained Cash Proceeds have been deposited into, and are held in, the Designated Control Account and constitute Cash Collateral.

(f)Bank Accounts. The Debtors acknowledge and agree that as of the Petition Date, none of the Debtors has either opened or maintains any deposit or securities accounts other than the accounts listed on Exhibit D to the Cash Management Motion.

7.Findings Regarding the Use of Cash Collateral. Based on the record established and evidence presented at the Interim Hearing, including the Declarations, the proffers presented

at the Interim Hearing, and the representations of the parties, the Court makes the following findings:

(a)Good and sufficient cause has been shown for the entry of this Interim Order.

(b)The Debtors have an immediate need to use Cash Collateral to, among other things, preserve and maintain the value of their estates and businesses and maximize value for all stakeholders. An immediate and critical need exists for the Debtors to use Cash Collateral, consistent with the Approved Budget and this Interim Order, for, among other things, working capital, other general corporate purposes, and the satisfaction of the costs and expenses of administering these Chapter 11 Cases. The ability of the Debtors to access sufficient working capital and liquidity through the use of Cash Collateral is vital to the preservation and maintenance of the Debtors’ going concern value and successful reorganization. The Debtors will not have sufficient sources of working capital to operate their businesses or maintain their properties in the ordinary course of business throughout the interim period without the authorized use of Cash Collateral.

(c)The terms of the use of Cash Collateral set forth herein are fair and reasonable, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties and constitute reasonably equivalent value and fair consideration.

(d)Each of the Prepetition Secured Parties is entitled, pursuant to Bankruptcy Code sections 105, 361, 362 and 363(e), to adequate protection of their respective interests in the

Prepetition Debtor Collateral, including Cash Collateral, solely to the extent of any Diminution in Value.

(e)Conditioned upon the entry of this Interim Order, the Prepetition Secured Parties have consented to (or not opposed) the Debtors’ use of Cash Collateral on the terms and conditions set forth in this Interim Order. The Prepetition Secured Parties shall have no liability for consenting to (or not opposing) the Debtors’ use of Cash Collateral and other Prepetition Debtor Collateral pursuant to the terms of this Interim Order.

(f)In light of the Prepetition Secured Parties’ agreement (or non-opposition) to (i) the subordination of the Prepetition Debtor Liens, Adequate Protection Liens and Adequate Protection Superpriority Claims to the Carve Out; (ii) the current payment of the Debtors’ prepetition trade payables in the ordinary course of business during the pendency of the Chapter 11 Cases; and (iii) the use of Cash Collateral as set forth herein, subject to entry of the Final Order, the Prepetition Secured Parties will be entitled to the rights and benefits of Bankruptcy Code section 552(b) and a waiver of (x) any “equities of the case” claims under Bankruptcy Code section 552(b), (y) the provisions of Bankruptcy Code section 506(c) and (z) the doctrine of “marshaling” and any other similar equitable doctrine.

(g)Good cause has been shown for entry of this Interim Order, and entry of this Interim Order is in the best interests of the Debtors’ respective estates as its implementation will, among other things, allow for the continued operation of the Debtors’ existing business and

enhance the Debtors’ prospects for a successful reorganization. Absent granting the relief sought by this Interim Order, the Debtors’ estates will be immediately and irreparably harmed.

(h)The Prepetition Secured Parties have acted in good faith, and without negligence or violation of public policy or law, in respect of all actions taken by them in connection with or related in any way to the use of Cash Collateral and shall be entitled to all the rights, remedies, privileges and benefits afforded in Bankruptcy Code section 363(m).

8.Motion Approved. The Motion is GRANTED on an interim basis as set forth herein, and the use of Cash Collateral on an interim basis is authorized, subject to the terms of this Interim Order.

9.Objections Overruled. Any objections, reservations of rights, or other statements with respect to the Motion and the entry of this Interim Order, to the extent not withdrawn, waived or resolved, are hereby overruled on the merits. This Interim Order shall become effective immediately upon its entry.

10.Authorization to Use Cash Collateral; Approved Budget.

(a)Subject to the terms and conditions of this Interim Order, the Debtors are hereby immediately authorized and empowered to use Cash Collateral during the period through and including the Termination Date (defined below), solely and exclusively in a manner consistent with this Interim Order, the Cash Management Order, Section 7.16(d) of the Prepetition Credit Agreement and the Approved Budget (subject to the Permitted Variances).

(b)As used in this Interim Order: “Approved Budget” means the consolidated budget attached as Annex 1 hereto and incorporated herein by reference, as such budget may be modified from time to time in accordance with this Paragraph 10(b). By no later than 5:00 p.m., New York City time, on the Thursday of each fourth calendar week following the entry of this Interim Order, the Debtors shall, consistent with prepetition practices, provide to the Prepetition Agent, the Prepetition Agent Advisors, the Ad Hoc Lender Group Advisors, the Ad Hoc 2020 EMEA Group Advisors, the Ad Hoc Noteholder Group Advisors (each defined below) and advisors to the Committee (if any) (collectively, the “Budget Notice Parties”) and request that the Prepetition Agent post, and the Prepetition Agent shall post, to the private side of the lender data site maintained by the Prepetition Agent in its capacity as such a budget and 13-week cash flow that is in a form consistent with the then-Approved Budget (a “Proposed Budget”). Unless the Ad Hoc Lender Group Advisors, on behalf of and acting at the direction of the “Required Lenders” under and as defined in the Prepetition Credit Agreement (the “Required Lenders”), object to a Proposed Budget in a writing that specifies the basis for such objection (with an email from the Ad Hoc Lender Group Advisors being sufficient) by 5:00 p.m., New York City time, on the day that is five (5) calendar days after the delivery thereof, the Proposed Budget shall be deemed satisfactory to, and consented to by, the Required Lenders. For the avoidance of doubt, until a Proposed Budget is or is deemed to be satisfactory to, and consented to or not objected to by, the Required Lenders, the then-approved Approved Budget shall continue to be the Approved Budget.

(c)By no later than 5:00 p.m., New York City time, on Thursday of each calendar week (commencing with the first Thursday following the entrance of this Interim Order (each such Thursday, a “Report Date”)), the Debtors shall deliver to the Budget Notice Parties and request that the Prepetition Agent post, and the Prepetition Agent shall post, to the private side of the lender data site maintained by the Prepetition Agent in its capacity as such, a line-item by line-item variance report that is in a form consistent with variance reports that have been provided to the Ad Hoc Lender Group Advisors prior to the Petition Date (each, a “Variance Report”), setting forth, in reasonable detail, descriptions of any material variances between actual amounts for each line-item in the Approved Budget for the cumulative four (4) week period then-ended versus projected amounts set forth in the applicable Approved Budget for each line-item included therein on a cumulative basis for such cumulative four (4) week period; provided that, (i) commencing on the second Saturday following the entry of this Interim Order, and on each second Saturday thereafter, the Debtors shall not permit any negative variance between the actual amounts for aggregate receipts and for all ordinary and non-ordinary course disbursements (other than any amounts included within “German Tax Obligations” and/or “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations” (each such type of “Obligation” defined below)) in the Approved Budget for the cumulative four (4) week period then-ended versus the projected amounts set forth in the applicable Approved Budget (or, as applicable, the corresponding projections contained in the prior Approved Budget) for aggregate receipts and for ordinary and non-ordinary course disbursements (other than any amounts included within “German Tax

Obligations,” and/or “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”) included therein on a cumulative basis for such cumulative four (4) week period then-ended to be greater than fifteen percent (15%), in each case, determined based on the Variance Report delivered for the Report Date in the week immediately following such Saturday (the “Permitted Budget Variance”); (ii) commencing on the second Saturday following the entrance of this Interim Order, and on each second Saturday thereafter, the Debtors shall not permit any negative variance between the actual amounts for aggregate disbursements in respect of “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations” in the Approved Budget for the cumulative four (4) week period then-ended versus the projected amounts set forth in the applicable Approved Budget (or, as applicable, the corresponding projections contained in the prior Approved Budget) for aggregate disbursements in respect of “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”, as applicable, included therein on a cumulative basis for such cumulative four (4) week period then-ended to be greater than fifteen percent (15%), in each case, determined based on the Variance Report delivered for the Report Date in the week immediately following such Saturday (the “Permitted Tax Variance” and, together with the Permitted Budget Variance, collectively, the “Permitted Variance”); (iii) in the event any Debtor or any of its subsidiaries receives a binding assessment issued by the General Administration of Taxation in respect of the Belgian Tax Obligations or Her Majesty’s Revenue and Customs in respect of the U.K. Contingent Tax Obligations, the Debtors shall, in each case, promptly (and in any event, no later than two (2) business days after receipt thereof) deliver a copy of such

assessment to the Ad Hoc Lender Group Advisors and the Prepetition Agent Advisors together with notice of the date on which such binding assessment will be paid; (iv) in no event shall any Debtor or any of its subsidiaries make (or cause to be made) payments in respect of German Tax Obligations (inclusive of interest and penalties) in excess of €10,700,000 in the aggregate and (v) no Debtor shall expend or apply any amounts contained in the line-item “tax (one time)” in the Approved Budget for any other purpose, other than satisfaction and/or payment of the specific liability to which such specified amount relates; provided, further that professional fees, adequate protection payments and other restructuring disbursements (including, without limitation, any fees payable to the U.S. Trustee, but excluding disbursements made pursuant to an order approving the relief requested in the Debtors’ First Day Motions (as defined in the First Day Declaration)) shall be excluded from all disbursement variance tests. In addition, by no later than 5:00 p.m., New York City time, on the last Thursday of each calendar month, the Debtors shall deliver to the Budget Notice Parties and request that the Prepetition Agent post, and the Prepetition Agent shall post, to the private side of the lender data site maintained by the Prepetition Agent in its capacity as such, a report containing the key performance indicators and other information set forth in the KPI reports provided to the Ad Hoc Lender Group Advisors prior to the Petition Date relating to the most recently ended calendar month. As used herein, “German Tax Obligations” means all amounts payable pursuant to one or more assessments by the German tax authorities including by the German Federal Central Tax Office (Bundeszentralamt für Steuern) in respect of the taxation year ended December 31, 2018; and

“U.K. Contingent Tax Obligations” and “Belgian Tax Obligations” each have the meaning assigned thereto in the Approved Budget then in-effect.

11.Adequate Protection for the Prepetition Secured Parties. Subject only to the Carve Out and the terms of this Interim Order, pursuant to Bankruptcy Code sections 361 and 363(e), and in consideration of the stipulations and consents set forth herein, as adequate protection of its interests in the Prepetition Debtor Collateral (including Cash Collateral), solely to the extent of diminution in value of such interests from and after the Petition Date, if any, resulting from the Carve Out, the Debtors’ use of the Prepetition Debtor Collateral (including Cash Collateral) and the imposition of the automatic stay under Bankruptcy Code section 362 (“Diminution in Value”), the Prepetition Agent, for the ratable benefit of itself and the other applicable Prepetition Secured Parties, is hereby granted the following (collectively, the “Adequate Protection Obligations”); provided that nothing herein shall limit the Debtors’ right to seek recharacterization of the adequate protection payments made in accordance with Paragraph 11(b)(i)(2)-(6) below as being applied to principal in the event the RSA is terminated in its entirety and all of the Prepetition Secured Parties’ rights are reserved in connection therewith; provided, however, that the Debtors shall not challenge the Prepetition Secured Parties’ retention of, or otherwise directly or indirectly support another party in seeking to recharacterize, the adequate protection payments made in accordance with Paragraph 11(b)(i)(2)-(6) below in the event that the RSA remains in full force and effect as of the time and date that the Debtors’ plan of reorganization is consummated:

(a)Adequate Protection Liens and Superpriority Claims. Solely to the extent of any Diminution in Value of the Prepetition Secured Parties’ interest in Prepetition Debtor Collateral and subject to Paragraph 6(d) above, upon entry of this Interim Order, the Prepetition Secured Parties are granted the following as adequate protection:

(i)Adequate Protection Liens. Additional and replacement, valid, binding, continuing, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the date of this Interim Order (the “Adequate Protection Liens”) on (x) all property of the Debtors, whether existing on the Petition Date or thereafter acquired, that, on or as of the Petition Date is not subject to valid, perfected, and non-avoidable liens (or liens perfected after the Petition Date to the extent permitted by Bankruptcy Code section 546(b)) (subject to the Carve Out), including, without limitation, unencumbered cash of the Debtors and their accounts, inventory, goods, contract rights, instruments, documents, chattel paper, patents, trademarks, copyrights, and licenses therefor, accounts receivable, receivables and receivables records, general intangibles, payment intangibles, tax or other refunds, insurance proceeds, letters of credit, contracts, owned real estate, real property leaseholds, fixtures, deposit accounts, commercial tort claims, securities accounts, instruments, investment property, letter-of-credit rights, supporting obligations, machinery and equipment, real property, leases (and proceeds from the disposition thereof), all of the issued and outstanding capital stock of each Debtor (other than GTT) and each wholly-owned non-Debtor subsidiary of a Debtor, money, investment property, intercompany claims, claims arising on account of transfers of value from a

Debtor to (i) another Debtor or (ii) a non-Debtor affiliate effected on or following the Petition Date (including all Postpetition Intercompany Claims (as defined in the Cash Management Motion)), causes of action, including causes of action arising under Bankruptcy Code section 549 (but excluding all other claims and causes of action arising under Bankruptcy Code sections 502(d), 544, 545, 547, 548 and 550 (collectively, the “Avoidance Actions”) but including, subject to entry of the Final Order and to the extent provided for therein, the proceeds thereof (the “Avoidance Action Proceeds”)), and all products and proceeds of the foregoing; provided that, for the avoidance of doubt and notwithstanding anything to the contrary contained herein, the foregoing collateral shall not include leasehold interests or leases of non-residential real property (in either case, unless otherwise expressly permitted by the terms of such nonresidential leases or if the imposition of a lien thereon would not otherwise constitute a default or event of default under any such lease of non-residential real property or if a default occurred thereunder that would be excused or rendered ineffective by operation of the Bankruptcy Code or applicable non-bankruptcy law), but, in any such case, the foregoing collateral shall include the proceeds, products or offspring thereof and (y) all property of the Debtors that was subject to the Prepetition Debtor Liens, including, without limitation, the Prepetition Debtor Collateral and Cash Collateral (all of the foregoing, the “Adequate Protection Collateral” and, together with the Prepetition Debtor Collateral, the “Collateral”), without the necessity of the execution by the Debtors (or recordation or other filing) of any security agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents. Subject to the terms of

this Interim Order, the Adequate Protection Liens shall be subordinate only to (A) the Carve Out and (B) the Prepetition Permitted Prior Liens, if any, and shall otherwise be senior to all other security interests in, liens on, or claims against any of the Adequate Protection Collateral (including, for the avoidance of doubt, any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates under Bankruptcy Code section 551). The Adequate Protection Liens shall be enforceable against the Debtors, their estates, and any successors thereto, including, without limitation, any trustee or other estate representative appointed in these Chapter 11 Cases or any successor cases under any chapter of the Bankruptcy Code (“Successor Cases”). Except as expressly provided herein with respect to the Carve Out and the Prepetition Permitted Prior Liens, if any, the Adequate Protection Liens shall not be made subject to or pari passu with any lien or security interest heretofore or hereinafter granted in these Chapter 11 Cases or any Successor Cases, and the Adequate Protection Liens shall be valid and enforceable upon the dismissal of any of these Chapter 11 Cases or Successor Cases. The Adequate Protection Liens shall not be subject to Bankruptcy Code sections 510, 549, 550 or 551 and, subject to and upon entry of the Final Order, the Adequate Protection Liens shall not be subject to Bankruptcy Code section 506(c) or the “equities of the case” exception of Bankruptcy Code section 552(b). Subject to Paragraph 16 hereof, the Adequate Protection Liens shall be deemed legal, valid, binding, enforceable, and perfected first-priority liens (subject only to the Carve Out and the Prepetition Permitted Prior Liens, if any), not subject to subordination, impairment or avoidance, for all purposes in these Chapter 11 Cases and any Successor Cases.

(ii)Adequate Protection Superpriority Claims. As further adequate protection, solely to the extent of any Diminution in Value, allowed administrative expense claims against each of the Debtors, with recourse to, and payable from, all Adequate Protection Collateral, senior to any and all other administrative expense claims in these Chapter 11 Cases (the “Adequate Protection Superpriority Claims”), but junior to the Carve Out. Subject solely to the Carve Out in all respects, the Adequate Protection Superpriority Claims shall not be junior to any administrative expense claims and shall have priority over all administrative expense claims against each of the Debtors, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, administrative expense claims of the kinds specified in or ordered pursuant to Bankruptcy Code sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) (upon entry of the Final Order), 507(a), 507(b), 546(d), 726, 1113 and 1114.

(b)Adequate Protection Payments.

(i)As further adequate protection, the Debtors are authorized and directed to (1) pay all reasonable and documented fees and out-of-pocket expenses of (A) Jones Day and Huron Consulting Group, as counsel and financial advisor, respectively, to the Prepetition Agent (together, the “Prepetition Agent Advisors”), (B) Milbank LLP and Houlihan Lokey Capital, Inc., as counsel and financial advisor, respectively, to an ad hoc group of Prepetition Lenders (such ad hoc group, the “Ad Hoc Term Loan Lender Group”), as well as any local counsel(s) and any other attorneys, accountants, other professionals, advisors and consultants for the Ad Hoc Term Loan Lender Group, if any, as may be mutually agreed between the Ad Hoc Term Loan

Lender Group and the Debtors (collectively, such professionals, the “Ad Hoc Lender Group Advisors”) and (C) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to an ad hoc group of 2020 EMEA Term Lenders (such ad hoc group, the “Ad Hoc 2020 Group”), as well as any local counsel(s) and any other attorneys, accountants, other professionals, advisors and consultants for the Ad Hoc 2020 Group, if any, as may be mutually agreed between the Ad Hoc 2020 Group and the Debtors (collectively, such professionals, the “Ad Hoc 2020 EMEA Group Advisors” and, together with the Ad Hoc Lender Group Advisors, the “Ad Hoc Group Advisors”); (2) pay to the Prepetition Agent, for the ratable benefit of the Revolving Lenders, cash payments in an amount equal to the accrued and unpaid interest, whether accruing prior to, on or after the Petition Date, due under the Prepetition Loan Documents on account of the Revolving Loans (calculated at the default contract rate); (3) pay to the Prepetition Agent, for the ratable benefit of the U.S. Term Lenders, cash payments in an amount equal to the accrued and unpaid interest, whether accruing prior to, on or after the Petition Date, due under the Prepetition Loan Documents on account of the U.S. Term Loans (calculated at the default contract rate); (4) pay to the Prepetition Agent, for the ratable benefit of the Closing Date EMEA Term Lenders, cash payments in an amount equal to the accrued and unpaid interest, whether accruing prior to, on or after the Petition Date, due under the Prepetition Loan Documents on account of the Closing Date EMEA Term Loans (calculated at the default contract rate); (5) pay to the Prepetition Agent, for the ratable benefit of the 2020 EMEA Term Lenders, cash payments in an amount equal to the accrued and unpaid interest, whether accruing prior to, on or after the

Petition Date, due under the Prepetition Loan Documents on account of the 2020 EMEA Term Loans (calculated at the default contract rate); and (6) pay to the Prepetition Secured Hedge Providers cash payments in an amount equal to the accrued and unpaid interest, if any, whether accruing prior to, on or after the Petition Date, due under the Prepetition Secured Hedge Agreements on account of the Hedging Obligations (calculated at the default contract rate) (all payments referenced in this sentence, collectively, the “Adequate Protection Payments”). None of the Adequate Protection Payments shall be subject to separate approval by this Court or the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee Guidelines”), and no recipient of any such payment shall be required to file any interim or final fee application with respect thereto or otherwise seek the Court’s approval of any such payments.

(ii)The Debtors shall pay the reasonable and documented professional fees and out-of-pocket expenses and disbursements of professionals to the extent provided for in Paragraph 11(b)(i) of this Interim Order (collectively, the “Lender Professionals” and, each, a “Lender Professional”) no later than ten (10) calendar days (the “Review Period”) after the receipt by the Debtors (with a copy to Akin Gump Strauss Hauer & Feld LLP and Alvarez & Marsal North America LLC), counsel for the Committee (if any), and the U.S. Trustee of each of the invoices therefor (the “Invoiced Fees”) and without the necessity of filing formal fee applications or complying with the U.S. Trustee Guidelines, including such amounts arising before the Petition Date. Consistent with prepetition practices, Invoiced Fees shall be in the form

of an invoice summary for professional fees and categorized expenses incurred during the pendency of the Chapter 11 Cases, and such invoice summary shall not be required to contain time entries, but, except for financial advisors compensated on other than an hourly basis, shall include the total number of hours worked by each timekeeper for the applicable professional and such timekeepers’ hourly rates and a reasonably detailed description of the nature of the matters for which services were performed, and which may be redacted or modified to the extent necessary to delete any information subject to the attorney-client privilege, any work product doctrine, privilege or protection, common interest doctrine privilege or protection, any other evidentiary privilege or protection recognized under applicable law, or any other confidential information, and the provision of which shall not constitute any waiver of the attorney-client privilege, work product doctrine, privilege or protection, common interest doctrine privilege or protection, or any other evidentiary privilege or protection recognized under applicable law; provided that, if requested by the U.S. Trustee prior to the expiration of the Review Period, the applicable Lender Professional, other than a financial advisor excluded from maintaining time records, shall provide reasonable additional support for the Invoiced Fees to the U.S. Trustee on a confidential basis. The Debtors, the Committee (if any) or the U.S. Trustee may dispute the payment of any portion of the Invoiced Fees (such portion, the “Disputed Invoiced Fees”) if, within the Review Period, a Debtor, the Committee or the U.S. Trustee notifies the submitting party in writing setting forth the specific objections to the Disputed Invoiced Fees (to be followed by the filing with the Court, if necessary, of a motion or other pleading, with at least ten

(10) days’ prior written notice to the submitting party of any hearing on such motion or other pleading); provided that the applicable parties shall endeavor in good faith to consensually resolve any such dispute prior to the filing of any such motion or pleading. If, however, such dispute is not consensually resolved within ten (10) days of the objection, the objecting party may file a motion or other pleading with the Court seeking resolution. For the avoidance of doubt, if no written objection to the Invoiced Fees is received by 12:00 p.m. prevailing Eastern Time on the end date of the Review Period, the Debtors shall pay in full, or if a written objection is timely received, the undisputed portion of, all Invoiced Fees within five (5) business days thereafter. If a written objection to any portion of the Invoiced Fees is timely received, the Debtors shall pay the applicable portion of such Invoiced Fees, if any, promptly after the resolution of such objection.

(c)Reporting Requirements. The Debtors shall continue to provide the Prepetition Agent, the Prepetition Agent Advisors and the Ad Hoc Group Advisors with financial and other reporting substantially in compliance with the Prepetition Loan Documents consistent with prepetition practices, including promptly providing documents, reports or analyses as may be reasonably requested by the Prepetition Agent, the Prepetition Agent Advisors or the Ad Hoc Group Advisors in connection with analyzing the Approved Budget or proposed budgets, evaluating compliance with the Approved Budget or any approval or consent thereof, as well as any financial or other reporting described in this Interim Order.

(d)Access to Records. Upon reasonable advance notice to Debtors’ counsel (email being sufficient), at reasonable times during normal business hours, the Debtors shall permit advisors, representatives, agents, and employees of the Prepetition Secured Parties (including the Prepetition Agent and the Prepetition Agent Advisors), the Ad Hoc Group Advisors, the advisors to the Ad Hoc Noteholder Group (the “Ad Hoc Noteholder Group Advisors”) and Cube Telecom Bidco Limited (the “Infrastructure Business Buyer”), a company controlled by funds managed and/or advised by I Squared Capital Advisors (US) LLC, to have reasonable access to (i) inspect the Debtors’ books and records and (ii) information (including historical information and the Debtors’ books and records) that the Prepetition Secured Parties (including the Prepetition Agent), the Prepetition Agent Advisors, the Ad Hoc Group Advisors, the Ad Hoc Noteholder Group Advisors and/or the Infrastructure Business Buyer may reasonably request, but excluding (A) any information subject to attorney client, any work product doctrine privilege or similar protection, (B) information constituting trade secrets or proprietary information or (C) where such disclosure would not be permitted by any applicable requirements of law or confidentiality obligations owing by the Debtors to a third party.

(e)Management Calls. Consistent with prepetition practice and subject to the applicable parties executing mutually acceptable confidentiality agreements with the Debtors, the Debtors shall hold conference calls at a time to be agreed between the U.S. Borrower and the Prepetition Agent every three (3) weeks with members of the Ad Hoc Term Loan Lender Group, members of the Ad Hoc 2020 Group, members of the Ad Hoc Noteholder Group, the Prepetition

Agent, the Prepetition Agent Advisors, the Ad Hoc Group Advisors, the Ad Hoc Noteholder Group Advisors and the Infrastructure Business Buyer, which call shall include a reasonable amount of time for questions from the foregoing, to discuss cash flows, operations, status of the Chapter 11 Cases, historic tax liabilities and accounting review; provided that the Debtors shall not be required to disclose any information which, in good faith determination of the Debtors, if disclosed, may result in a waiver of attorney-client privilege or violation of any confidentiality agreement, non-disclosure agreement or similar agreement.

(f)Reservation of Rights. This Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, the rights of the Prepetition Secured Parties to request further or alternative forms of adequate protection at any time or the rights of the Debtors or any other party to contest such request. Subject to the Carve Out, nothing herein shall impair or modify the application of Bankruptcy Code section 507(b) in the event that the adequate protection provided to the Prepetition Secured Parties is insufficient to compensate for Diminution in Value, if any, of their respective interests in the Prepetition Debtor Collateral during the Chapter 11 Cases. Nothing contained herein shall be deemed a finding by the Court, or an acknowledgment by any of the Prepetition Secured Parties that the adequate protection granted herein does in fact adequately protect any of the Prepetition Secured Parties against Diminution in Value, if any, of their respective interests in the Prepetition Debtor Collateral (including the Cash Collateral).

(g)Cash Management. The Debtors shall maintain their cash management arrangements in a manner consistent with this Court’s interim or final order, as applicable, approving the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to Continue, in the Ordinary Course, (A) Using Existing Cash Management System, Bank Accounts, and Business Forms; (B) Entering into Intercompany Transactions and Granting Postpetition Intercompany Claims Administrative Expense Status; (C) Depositing and Withdrawing Funds; (II) Waiving Investment Guidelines Set Forth in Bankruptcy Code Section 345(b); and (III) Granting Related Relief (such motion, the “Cash Management Motion” and, the applicable interim or final order approving such motion or otherwise authorizing the Debtors to continue to use their existing cash management system, the “Cash Management Order”), including with respect to all disbursements authorized thereunder.

12.Carve Out.

(a)Priority of Carve Out. Subject to the terms and conditions contained in this Paragraph 12, each of the Prepetition Debtor Liens, Prepetition Secured Obligations, Adequate Protection Liens and Adequate Protection Superpriority Claims shall be subject and subordinate to payment of the Carve Out. The Carve Out shall have such priority over all assets of the Debtors, including the Adequate Protection Collateral and Prepetition Debtor Collateral.

(b)Definition of Carve Out. As used in this Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under section 1930(a) of title 28 of the United States Code, together with interest, if any, under section

3717 of title 31 of the United States Code (without regard to the notice set forth in clause (iii) below); (ii) all reasonable fees and expenses up to $75,000.00 incurred by a trustee under Bankruptcy Code section 726(b) (without regard to the notice set forth in clause (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order or otherwise, all fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to Bankruptcy Code sections 327, 328 or 363 (the “Debtor Professionals”) and the Committee (if any) pursuant to Bankruptcy Code sections 328 or 1103 (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the Prepetition Agent (acting at the direction of the Required Lenders) of a Carve Out Trigger Notice (defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice and without regard to whether such fees and expenses are provided for in the Approved Budget; and (iv) Allowed Professional Fees of Debtor Professionals, in an aggregate amount not to exceed $11,000,000.00 (provided that if a Committee is appointed and this Court approves the retention of at least one professional advisor to such Committee, such aggregate amount shall be increased to $13,000,000.00 to be available to satisfy the Allowed Professional Fees of all Professional Persons) plus the amount of any transaction or similar fee approved by the Court in connection with an order authorizing the Debtors’ retention of Piper Sandler & Co. as their investment banker, incurred after the first business day following delivery by the Prepetition Agent (acting at the direction of the Required Lenders) of the Carve Out Trigger Notice, to the extent allowed at

any time, whether by interim order, procedural order or otherwise (the amount set forth in this clause (iv), the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the Prepetition Agent (acting at the direction of the Required Lenders) to the Debtors, their lead restructuring counsel, the U.S. Trustee and the lead restructuring counsel to the Committee (if any), which notice may be delivered following the occurrence and during the continuation of a Termination Event (defined below), stating that the Post-Carve Out Trigger Notice Cap has been invoked.

(c)Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the Prepetition Agent (acting at the direction of the Required Lenders) to the Debtors with a copy to counsel to the Committee (if any) (the “Carve Out Trigger Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a segregated account of the Debtors not subject to the control of the Prepetition Secured Parties (the “Carve Out Account”) with cash in an amount equal to the then unpaid amounts of the Allowed Professional Fees of Professional Persons. The Debtors shall deposit and hold such amounts in the Carve Out Account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Carve Out Trigger Declaration Date, the Carve Out Trigger Notice shall also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor, after funding the Pre-Carve Out

Trigger Notice Reserve, to fund the Carve Out Account in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in the Carve Out Account in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “PostCarve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to paying any and all other claims. Notwithstanding anything to the contrary in this Interim Order, following delivery of a Carve Out Trigger Notice, the Prepetition Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded; provided that the remaining Carve Out Reserves, if any, after all Allowed Professional Fees that are subject to the Carve Out have been paid in full pursuant to a final order, constitute Cash Collateral of the Prepetition Secured Parties. Further, notwithstanding anything to the contrary in this Interim Order, (i) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out and (ii) in no way shall the Approved Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Account, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this Interim Order or in any Prepetition Loan Documents, (x) funds transferred to the Carve Out Account shall not be subject to any liens or claims granted to the Prepetition Secured Parties and shall not constitute Cash Collateral, Adequate Protection Collateral or Prepetition Debtor Collateral and (y) the

Carve Out shall be senior to all liens and claims securing the Adequate Protection Obligations, Prepetition Secured Obligations and the Adequate Protection Superpriority Claims, as well as any and all other forms of adequate protection, liens, or claims securing the Prepetition Secured Obligations; provided that the amounts remaining in the Carve Out Account, if any, after all Allowed Professional Fees that are subject to the Carve Out have been paid in full pursuant to a final order, constitute Cash Collateral of the Prepetition Secured Parties (subject to the terms of, and priorities under, this Interim Order and the Prepetition Loan Documents).

(d)Payment of Allowed Professional Fees Prior to the Carve Out Trigger Declaration Date. So long as the Carve Out Trigger Notice has not been delivered in accordance with this Interim Order, the Debtors shall be permitted to pay administrative expenses of Professional Persons allowed by an order of the Court (including any order approving interim compensation procedures), payable under the Bankruptcy Code and any applicable orders, as the same may become due and payable, including on an interim basis, consistent and in accordance with such applicable orders. Any payment or reimbursement made prior to the occurrence of the Carve Out Trigger Declaration Date in respect of any Allowed Professional Fees shall not reduce the Carve-Out.

(e)No Direct Obligation to Pay Allowed Professional Fees. None of the Prepetition Secured Parties shall be responsible for the payment or reimbursement of any fees or disbursements of any Professional Person incurred in connection with the Chapter 11 Cases or any Successor Cases. Nothing in this Interim Order shall be construed to obligate the Prepetition

Secured Parties, in any way, to pay compensation to, or to reimburse expenses of, any Professional Person or to guarantee that the Debtors have sufficient funds to pay such compensation or reimbursement.

(f)Payment of Carve Out On or After the Carve Out Trigger Declaration Date. Any payment or reimbursement made on or after the occurrence of the Carve Out Trigger Declaration Date in respect of any Allowed Professional Fees shall permanently reduce the Carve Out on a dollar-for-dollar basis. Any funding of the Carve Out shall be entitled to the protections granted under this Interim Order, the Bankruptcy Code and applicable law.

13.Termination. The Debtors’ right to use Cash Collateral pursuant to this Interim Order shall automatically terminate (the date of any such termination, the “Termination Date”) without further notice or court proceedings on the earliest to occur of (a) the date that is forty-five (45) days after the date this Interim Order is entered if the Final Order has not been entered by this Court on or before such date (unless such period is extended by mutual agreement of the Debtors and the Prepetition Agent (acting at the direction of the Required Lenders) and (b) five (5) business days (any such five (5) business-day period of time, the “Default Notice Period”) following delivery of a written notice (any such notice, a “Default Notice”) by the Prepetition Agent (acting at the direction of the Required Lenders) to the Debtors, the U.S. Trustee, the Ad Hoc Noteholder Group Advisors and the Committee (if any) (together, the “Default Notice Parties”), of the occurrence of any of the events set forth in clauses (a) through (m) below (unless waived in writing by the Prepetition Agent (acting at the direction of the Required Lenders),

which direction and waiver may each be documented by e-mail) (the events set forth in clauses (a) through (m) below are collectively referred to herein as the “Termination Events”):

(a)failure of the Debtors to make any payment under this Interim Order to the Prepetition Agent or other Prepetition Secured Parties within three (3) business days of the date such payment becomes due;

(b)the use of the Prepetition Debtor Collateral, including Cash Collateral, for any purpose not authorized by this Interim Order (including in excess of the Approved Budget, subject to the Permitted Variance), or the failure of the Debtors to comply with any material provision of this Interim Order and such failure to comply continuing unremedied for three (3) business days following notice by the Prepetition Agent (acting at the direction of the Required Lenders) of such failure;

(c)except in connection with a motion for debtor in possession financing or any order entered in connection therewith, in each case, on terms acceptable to the Required Lenders (an “Acceptable DIP”), the Debtors shall or shall seek to create, incur or suffer to exist any postpetition liens or security interests on the Prepetition Debtor Collateral or Adequate Protection Collateral which is pari passu with or senior to other than those granted pursuant to this Interim Order;

(d)an order shall be entered reversing, amending, supplementing, staying, vacating or otherwise modifying this Interim Order without the consent of, or that is not in form and

substance reasonably acceptable to, the Required Lenders which direction and consent may each be documented by e-mail;

(e)except in connection with an Acceptable DIP, the Court shall have entered an order permitting the Debtors to create, incur or suffer any other claim which is pari passu with or senior to the Adequate Protection Superpriority Claims (other than the Carve Out);

(f)the Court shall have entered an order dismissing any of the Chapter 11 Cases or converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code without, in each case, the consent of the Prepetition Agent (acting at the direction of the Required Lenders), which direction and consent may each be documented by e-mail;

(g)the Court shall have entered an order appointing a chapter 11 trustee, responsible officer or any examiner with enlarged powers relating to the operation of the Debtors’ businesses in these Chapter 11 Cases, unless consented to in writing by the Prepetition Agent (acting at the direction of the Required Lenders), which direction and consent may each be documented by e-mail;

(h)a filing by any Debtor or any wholly-owned (directly or indirectly) non-Debtor subsidiary of a Debtor of any motion, pleading, application or adversary proceeding challenging the validity, enforceability, perfection or priority of the liens securing the Prepetition Secured Obligations or asserting any other cause of action against and/or with respect to the Prepetition Secured Obligations, the Prepetition Debtor Collateral, the Prepetition Agent or the other Prepetition Secured Parties (or if the Debtors support any such motion, pleading, application or

adversary proceeding commenced by any third party; provided that if the Debtors provide any response to any discovery request, or make a witness available for deposition, such action shall not be a violation of this clause (h));

(i)the entry of an order in the Chapter 11 Cases charging any of the Prepetition Debtor Collateral or Adequate Protection Collateral under Bankruptcy Code sections 552(b) or 506(c);

(j)the entry of an order granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing any party to proceed against any of the Debtors’ assets having a fair market value of at least [$500,000.00] or that would materially and adversely affect the Debtors’ ability to operate their business in the ordinary course;

(k)the termination of that certain Non-U.S. EMEA Credit Party Forbearance Agreement, dated as of September 1, 2021, by and among the EMEA Borrower, the Non-U.S. EMEA Guarantors party thereto, the Prepetition Lenders party thereto and the Prepetition Agent (as may be amended, restated, supplemented, waived, or otherwise modified from time to time) pursuant to the occurrence of a “Termination Event” (as defined therein);

(l)the termination of that certain Restructuring Support Agreement dated as of September 1, 2021 (the “RSA”) in accordance with its terms as to all parties; provided that any termination of the RSA by an individual Consenting Stakeholder (as defined in the RSA) pursuant to [Section 11.05] thereof shall not result in a Termination Event under this Interim Order; or

(m)the filing by any Debtor of any plan of reorganization or liquidation that is materially inconsistent with the RSA.

14.Rights and Remedies Upon Termination Event.

(a)Upon the occurrence of a Termination Event and delivery of a Default Notice to the Default Notice Parties, (i) the Adequate Protection Obligations, if any, shall become due and payable and (ii) subject to the Carve Out and the applicable Prepetition Permitted Prior Liens (if any), the Prepetition Agent (acting at the direction of the Required Lenders) shall be entitled to exercise any rights and remedies available to them under this Interim Order, the Prepetition Loan Documents and applicable non-bankruptcy law against the Collateral, including (A) to set off amounts in any accounts of the Debtors held by the Prepetition Agent to the extent necessary for payment of the Adequate Protection Obligations, if any, and (B) upon the expiration of the Default Notice Period solely from the date of this Interim Order through the date the Final Order is entered, the Prepetition Agent (acting at the direction of the Required Lenders) shall seek a prompt expedited hearing at which the Court will determine an appropriate remedy (if any) as a consequence of the Termination Event. Notwithstanding anything to the contrary herein, during the Default Notice Period, the Debtors, the Committee (if any) and/or any party in interest shall be entitled to seek an emergency hearing within the Default Notice Period with the Court for the sole purpose of (x) contesting whether an Termination Event has occurred or is continuing or (y) seeking non-consensual use of Cash Collateral; provided that if a hearing to consider the foregoing is requested to be heard before the end of the Default Notice Period but is scheduled

for a later date by the Court, the Default Notice Period shall be automatically extended to the date of such hearing, but in no event later than five (5) business days after delivery of the Default Notice or at such other date that may be agreed to by the parties after good faith negotiations. Except as set forth in this Paragraph 14 or otherwise ordered by the Court prior to the expiration of the Default Notice Period, after the Default Notice Period, the Debtors shall be deemed to have waived their right to and shall not be entitled to seek any relief, including, without limitation, under Bankruptcy Code section 105, to the extent such relief would in any way impair or restrict the rights and remedies of the Prepetition Secured Parties under this Interim Order. During the Default Notice Period, the Debtors shall be entitled to continue to use the Prepetition Debtor Collateral, including Cash Collateral, in accordance with the terms of the Approved Budget and this Interim Order.

(b)For the avoidance of doubt, subject to (and without waiver of) the rights of the Prepetition Agent (acting at the direction of the Required Lenders) and the other Prepetition Secured Parties under applicable nonbankruptcy law, notwithstanding anything to the contrary herein, the Prepetition Agent (acting at the direction of the Required Lenders) can only enter upon any leased premises after a Termination Event in accordance with (i) a separate agreement with the landlord at the applicable leased premises, or (ii) upon entry of an order of this Court obtained by motion of the Prepetition Agent (acting at the direction of the Required Lenders), as applicable, on such notice to the landlord as shall be required by this Court; provided that unless otherwise agreed to by the applicable landlord and the Prepetition Secured Parties, the

Prepetition Secured Parties shall be obligated only to pay rent of the Debtors that first accrues after the written notice referenced above and that is payable during the period of such occupancy by the Prepetition Agent (acting at the direction of the Required Lenders), calculated on a daily per diem basis; provided, further that nothing herein shall require the Prepetition Agent or the other Prepetition Secured Parties to assume any lease as a condition to the rights afforded in this Paragraph.

15.Reservation of Rights of the Prepetition Secured Parties. Subject in all cases to the Carve Out, notwithstanding any other provision in this Interim Order to the contrary, the entry of this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, or otherwise impair: (a) any of the rights of any of the Prepetition Secured Parties to seek any other or supplemental relief in respect of the Debtors; provided that any such further or different adequate protection shall at all times be subordinate and junior to the Carve Out and, in the event any of the Prepetition Secured Parties seek additional adequate protection all parties’ rights to oppose such relief are fully reserved; (b) any of the rights of the Prepetition Secured Parties under the Bankruptcy Code or under non-bankruptcy law, including, without limitation, the right of any of the Prepetition Secured Parties to (i) request modification of the automatic stay under Bankruptcy Code section 362, (ii) request dismissal of any of the Chapter 11 Cases, conversion of any of the Chapter 11 Cases to cases under chapter 7, or appointment of a chapter 11 trustee or examiner with expanded powers in any of the Chapter 11 Cases, (iii) seek to propose, subject to the provisions of Bankruptcy Code section 1121, a chapter 11 plan or plans;

or (c) any other rights, claims or privileges (whether legal, equitable or otherwise) of any of the Prepetition Secured Parties. The delay in or failure of the Prepetition Secured Parties to seek relief or otherwise exercise their rights and remedies shall not constitute a waiver of any of the Prepetition Secured Parties’ rights and remedies.

16.Reservation of Certain Committee and Third Party Rights and Bar of Challenges and Claims. Except as set forth in this Paragraph 16, the stipulations, admissions, waivers, and releases contained in this Interim Order, including the Debtors’ Stipulations, shall be binding upon the Debtors, their estates and any of their respective successors in all circumstances and for all purposes, and the Debtors are deemed to have irrevocably waived and relinquished all Challenges (defined below) as of the Petition Date. The stipulations, admissions, and waivers contained in this Interim Order, including, the Debtors’ Stipulations, shall be binding upon all other parties in interest, including any Committee and any other person acting on behalf of the Debtors’ estates, unless and to the extent that a party in interest with proper standing granted by order of the Court (or another court of competent jurisdiction) has, before the earlier of (i) except as to any Committee, seventy-five (75) calendar days after entry of the Interim Order, (ii) in the case of any Committee, sixty (60) calendar days after the appointment of such Committee, or (iii) any such later date as has been ordered by the Court for cause upon a motion filed and served prior to the expiration of the deadline to commence a Challenge, subject to further extension by written agreement of the Debtors and the Prepetition Agent (acting at the direction of the Required Lenders) (in each case, a “Challenge Period” and, the date of expiration of the

Challenge Period being a “Challenge Period Termination Date”), filed an adversary proceeding or contested matter seeking to avoid, object to, or otherwise challenge the Court’s findings or the Debtors’ Stipulations regarding: (i) the validity, enforceability, extent, priority, or perfection of the mortgages, security interests, and liens of the Prepetition Agent and the other Prepetition Secured Parties or (ii) the validity, enforceability, allowability, priority, secured status, or amount of the Prepetition Secured Obligations (any such claim, a “Challenge”), in which the Court enters a final order in favor of the plaintiff sustaining any such Challenge; provided that if, prior to the end of the Challenge Period, (x) any of the Chapter 11 Cases is converted to a case under chapter 7 of the Bankruptcy Code, or (y) if a chapter 11 trustee is appointed, then, in each such case, the Challenge Period shall be extended solely with respect to the chapter 7 or chapter 11 trustee, as applicable, for a period of ten (10) days commencing on the occurrence of either of the events described in the foregoing clauses (x) and (y). The timely filing of a motion (a) to extend the Challenge Period (an “Extension Motion”) or (b) seeking standing to file a Challenge (a “Standing Motion”) before the termination of the Challenge Period, which attaches a form of draft complaint or draft claim objection with respect to any such Challenge, shall toll the Challenge Period Termination Date only as to the party that timely filed such Extension Motion or Standing Motion until such motion is resolved or adjudicated by the Court and only with respect to the Challenges set forth in such draft complaint or draft claim objection. Upon the expiration of the Challenge Period Termination Date without the filing of a Challenge (or if any Challenge is filed and overruled): (a) any and all Challenges by any party (including the

Committee, any chapter 11 trustee and/or any examiner or other estate representative appointed or elected in these Chapter 11 Cases, and any chapter 7 trustee and/or examiner or other estate representative appointed or elected in any Successor Cases) shall be deemed to be forever barred; (b) the Prepetition Secured Obligations shall constitute allowed claims, not subject to counterclaim, setoff, recoupment, reduction, subordination, recharacterization, defense, or avoidance for all purposes in these Chapter 11 Cases and any Successor Cases; (c) the Prepetition Debtor Liens shall be deemed to have been, as of the Petition Date, legal, valid, binding, and perfected liens, not subject to recharacterization, subordination, or avoidance; and (d) all of the stipulations and admissions of the Debtors contained in this Interim Order, including the Debtors’ Stipulations, and all waivers, releases, admissions, affirmations, and other statements as to the priority, extent, and validity of the Prepetition Secured Parties’ claims, liens, and interests contained in this Interim Order shall be in full force and effect and forever binding upon the Debtors, the Debtors’ estates and all creditors, interest holders, and other parties in interest in these Chapter 11 Cases and any Successor Cases. If any Challenge is timely and properly filed and remains pending at the time the Chapter 11 Cases are converted to chapter 7 cases, the chapter 7 trustee may continue to prosecute such Challenge on behalf of the Debtors’ estates. However, if any Challenge is timely and properly filed, the stipulations and admissions contained in this Interim Order, including the Debtors’ Stipulations, shall nonetheless remain binding and preclusive on any Committee and any other person or entity except to the extent that any such stipulation or admission was expressly challenged in such Challenge prior to the

Challenge Period Termination Date. Nothing in this Interim Order vests or confers on any person (as defined in the Bankruptcy Code), including, without limitation, any Committee, standing or authority to pursue any cause of action belonging to the Debtors or their estates, including, without limitation, any Challenge. In the event that a timely Challenge brought pursuant to this Paragraph 16 is successful, the Court shall retain jurisdiction to fashion an appropriate remedy.

17.No Third Party Rights. Except as explicitly provided for herein, this Interim Order does not create any rights for the benefit of any third party, creditor, equity holder, or any direct, indirect or incidental beneficiary.

18.Modification of Automatic Stay. The automatic stay imposed under Bankruptcy Code section 362(a) is modified to the extent necessary to effectuate all of the terms of this Interim Order, including, without limitation, to: (i) permit the Debtors to grant and allow the Adequate Protection Liens and the Adequate Protection Superpriority Claims; (ii) permit the Debtors to perform such acts as the Prepetition Agent or the Required Lenders, as applicable, may request in their respective reasonable discretions to assure the perfection and priority of the liens granted herein; (iii) permit the Debtors to incur all liabilities and obligations to the Prepetition Secured Parties under this Interim Order; (iv) permit any Revolving Lender to retain and apply the LOC Cash Collateral in its possession to reimburse such Revolving Lender for payments made by that Revolving Lender on account of any Prepetition Letter of Credit; (v) permit the Prepetition Secured Parties to enforce all rights and remedies provided in, and

otherwise take all actions necessary to effectuate the terms and provisions of, this Interim Order and the Prepetition Loan Documents; and (vi) subject to the Carve Out, authorize the Debtors to make, and the Prepetition Secured Parties to retain and apply, payments made in accordance with the terms of this Interim Order; provided that, during the Default Notice Period (defined below), the automatic stay under Bankruptcy Code section 362 (to the extent applicable) shall remain in effect.

19.Insurance. Until the Prepetition Secured Obligations have been indefeasibly paid in full, at all times the Debtors shall maintain casualty and loss insurance coverage for the Prepetition Debtor Collateral and Adequate Protection Collateral on substantially the same basis as maintained prior to the Petition Date and the Debtors shall name the Prepetition Agent as a loss payee under each policy providing for such coverage.

20.No Waiver for Failure to Seek Relief. The failure or delay of the Prepetition Secured Parties to exercise rights and remedies under this Interim Order or applicable law, as the case may be, shall not constitute a waiver of their respective rights hereunder, thereunder or otherwise.

21.Perfection of the Adequate Protection Liens.

(a)The Prepetition Agent (acting at the direction of the Required Lenders) is hereby authorized, but not required, to file or record financing statements (including continuation statements), intellectual property filings, mortgages, depository account control agreements, notices of lien, or similar instruments (collectively, “Perfection Documents”) in any jurisdiction

in order to validate and perfect the liens and security interests granted hereunder. Whether or not the Prepetition Agent (acting at the direction of the Required Lenders) shall choose to file such Perfection Documents, such liens and security interests shall be deemed created, valid, perfected, allowed, enforceable, non-avoidable, and not, subject to the Challenge Period, subject to challenge, dispute, or subordination as of the date of entry of this Interim Order. If the Prepetition Agent (acting at the direction of the Required Lenders) determines to execute, file or record any Perfection Documents, the Debtors shall use commercially reasonable efforts to cooperate and assist in any such execution, filings and/or recordation as reasonably requested by the Prepetition Agent (acting at the direction of the Required Lenders) and the automatic stay shall be modified to allow such executions, filings and/or recordations.

(b)A certified copy of this Interim Order may be filed with or recorded in filing or recording offices by the Prepetition Agent (acting at the direction of the Required Lenders) in addition to or in lieu of such Perfection Documents, and all filing and recording offices are hereby authorized to accept such certified copy of this Interim Order for filing and recording; provided that notwithstanding the date of any such filing, the date of such perfection shall be the date of this Interim Order.

(c)To the fullest extent permitted by the Bankruptcy Code or other applicable law, any provision of any lease or other license, contract or other agreement that requires (i) the consent or approval of one or more landlords or other parties or (ii) the payment of any fees or obligations to any governmental entity, in order for any Debtor to pledge, grant, sell, assign, or

otherwise transfer any proceeds of such leasehold interest or other non-leasehold collateral related thereto, shall have no force and effect with respect to the granting of the Adequate Protection Liens on the proceeds of any assignment and/or sale of a leasehold interest by any Debtor in accordance with the terms of this Interim Order and subject to applicable law.

22.Release. Subject to the rights and limitations set forth in Paragraph 16 of this Interim Order, effective upon entry of this Interim Order, each of the Debtors and the Debtors’ estates, on its own behalf and on behalf of each of their predecessors, successors and assigns, shall, to the maximum extent permitted by applicable law, unconditionally, irrevocably, and fully forever release, remise, acquit, relinquish, irrevocably waive, and discharge each of the Prepetition Secured Parties (in their capacities as such), and each of their respective affiliates, former, current, or future officers, employees, directors, agents, representatives, owners, members, partners, financial advisors, legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, assigns, and predecessors in interest, each in their capacity as such (collectively, the “Releasees”), of and from any and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, attorneys’ fees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending, or threatened, including, without limitation, all legal and equitable theories of recovery, arising under common law, statute, or regulation or by contract, of every nature and description that

exist on the Petition Date with respect to or relating to the Prepetition Secured Obligations, the Prepetition Debtor Liens or the Prepetition Loan Documents, as applicable, including, without limitation, any and all (a) so-called “lender liability” claims, (b) equitable subordination claims or defenses, (c) claims and causes of action arising under the Bankruptcy Code and (d) claims and causes of action regarding the validity, priority, extent, enforceability, perfection, or avoidability of the liens or claims of the Prepetition Secured Parties; provided that the foregoing shall not release any claims resulting from the gross negligence or willful misconduct of any Releasee as determined by a final order of a court of competent jurisdiction.

23.Credit Bidding. To the extent permitted by Bankruptcy Code section 363(k) and subject to Paragraph 16 hereof and entry of the Final Order, the Prepetition Agent (acting at the direction of the Required Lenders) shall have the right to credit bid (either directly or through one or more acquisition vehicles or designees), up to the full amount of the Prepetition Secured Obligations in any sale of all or any portion of the Prepetition Debtor Collateral or Adequate Protection Collateral (as applicable), including, without limitation, sales pursuant to Bankruptcy Code section 363 or included as part of any chapter 11 plan.

24.Preservation of Rights Granted Under this Interim Order.

(a)In the event this Interim Order or any provision hereof is vacated, reversed, or modified on appeal or otherwise, all liens, claims and rights granted to the Prepetition Secured Parties hereunder arising prior to the effective date of any such vacatur, reversal, or modification of this Interim Order shall be governed in all respects by the original provisions of this Interim

Order, and the Prepetition Secured Parties shall be entitled to all the rights, remedies, privileges, and benefits afforded in Bankruptcy Code section 363(m).

(b)Notwithstanding any order dismissing any of the Chapter 11 Cases, (x) the Adequate Protection Liens, the Adequate Protection Superpriority Claims and any other administrative claims granted pursuant to this Interim Order, shall continue in full force and effect and shall maintain their priorities as provided in this Interim Order until all Adequate Protection Obligations, if any, are indefeasibly paid in full, in cash (and the Adequate Protection Liens, Adequate Protection Superpriority Claims and the other administrative claims granted pursuant to this Interim Order, shall, notwithstanding such dismissal, remain binding on all parties in interest); and (y) the Court shall retain jurisdiction for the purposes of enforcing the claims, liens, and security interests referred to in clause (x) above.

(c)Except as expressly provided in this Interim Order, the Adequate Protection Liens, Adequate Protection Superpriority Claims and all other rights and remedies of the Prepetition Secured Parties (including with respect to the Adequate Protection Payments) granted by this Interim Order shall survive and shall not be modified, impaired, or discharged by (i) the entry of an order converting any of the Chapter 11 Cases to a case under chapter 7, dismissing any of the Chapter 11 Cases, terminating the joint administration of these Chapter 11 Cases or by any other act or omission, (ii) the entry of an order approving the sale of any Prepetition Debtor Collateral pursuant to Bankruptcy Code section 363(b) or (iii) the entry of an order confirming a chapter 11 plan in any of the Chapter 11 Cases and, pursuant to Bankruptcy Code section

1141(d)(4), the Debtors have waived any discharge as to any Adequate Protection Obligations remaining unsatisfied on the effective date of any such plan. The terms and provisions of this Interim Order shall continue in these Chapter 11 Cases and any Successor Cases if these Chapter 11 Cases cease to be jointly administered, or in any superseding chapter 7 cases under the Bankruptcy Code. The Adequate Protection Liens, Adequate Protection Superpriority Claims and all other rights and remedies of the Prepetition Secured Parties (including with respect to the Adequate Protection Payments) granted by this Interim Order shall continue in full force and effect until the Adequate Protection Obligations, if any, are indefeasibly paid in full, in cash.

(d)Other than as set forth in this Interim Order or any order approving an Acceptable DIP and subject to the Carve Out, none of the Adequate Protection Liens shall be made subordinate to or pari passu with any lien or security interest granted in any of the Chapter 11 Cases or arising after the Petition Date, and the Adequate Protection Liens shall not be subject or junior to any lien or security interest that is avoided and preserved for the benefit of the Debtors’ estates under Bankruptcy Code section 551.

(e)Notwithstanding anything herein to the contrary, in the event of the termination of the RSA prior to consummation of the Plan (as defined in and in accordance with the terms of the RSA) all rights, claims and objections of the holders of the 2024 Notes and/or the Indenture Trustee are reserved, and shall not be prejudiced by the findings or relief granted herein, with respect to any liens, security interests or claims that are the subject of this Interim Order. The rights, claims and defenses of the Prepetition Secured Parties with respect to any such rights,

claims or objections of the holders of the 2024 Notes and/or the Indenture Trustee are similarly fully reserved.

25.Limitation on Use of Cash Collateral. The Debtors shall use the proceeds of the Prepetition Debtor Collateral solely as provided in this Interim Order. Notwithstanding anything to the contrary set forth in this Interim Order, none of the Prepetition Debtor Collateral, including Cash Collateral, or the Carve Out or proceeds thereof may be used: (a) to investigate (including by way of examinations or discovery proceedings), initiate, assert, prosecute, join, commence, support, or finance the initiation or prosecution of any claim, counterclaim, action, suit, arbitration, proceeding, application, motion, objection, defense, adversary proceeding, or other litigation of any type (i) against any of the Prepetition Secured Parties (each in their capacities as such), and each of their respective affiliates, officers, directors, employees, agents, representatives, attorneys, consultants, financial advisors, affiliates, assigns, or successors, with respect to any transaction, occurrence, omission, action, or other matter (including formal discovery proceedings in anticipation thereof), including, without limitation, any so-called “lender liability” claims and causes of action, or seeking relief that would impair the rights and remedies of the Prepetition Secured Parties (each in their capacities as such) under the Prepetition Loan Documents or this Interim Order, including, without limitation, for the payment of any services rendered by Professional Persons in connection with the assertion of or joinder in any claim, counterclaim, action, suit, arbitration, proceeding, application, motion, objection, defense, adversary proceeding, or other contested matter, the purpose of which is to seek, or the

result of which would be to obtain, any order, judgment, determination, declaration, or similar relief that would impair the ability of any of the Prepetition Secured Parties (each in their capacities as such) to recover on any of the Prepetition Debtor Collateral or seeking affirmative relief against any of the Prepetition Secured Parties related to the Prepetition Secured Obligations; (ii) invalidating, setting aside, avoiding, or subordinating, in whole or in part, the Prepetition Secured Obligations, or the Prepetition Secured Parties’ liens on or security interests in the Prepetition Debtor Collateral, as applicable; or (iii) for monetary, injunctive, or other affirmative relief against the Prepetition Secured Parties, or the Prepetition Secured Parties’ respective liens on or security interests in the Prepetition Debtor Collateral that would impair the ability of any of the Prepetition Secured Parties, as applicable, to assert or enforce any lien, claim, right, or security interest or to realize or recover on the Prepetition Secured Obligations, to the extent applicable; (b) for objecting to or challenging in any way the legality, validity, priority, perfection, or enforceability of the claims, liens, priorities, or interests (including the Prepetition Debtor Liens) held by or on behalf of each of the Prepetition Secured Parties related to the Prepetition Secured Obligations; (c) for asserting, commencing, or prosecuting any claims or causes of action whatsoever, including, without limitation, any Avoidance Actions related to the Prepetition Secured Obligations or the Prepetition Debtor Liens; or (d) for prosecuting an objection to, contesting in any manner, or raising any defenses to, the validity, extent, amount, perfection, priority, or enforceability of any of the Prepetition Debtor Liens or any other rights or interests of any of the Prepetition Secured Parties related to the Prepetition Secured Obligations

or the Prepetition Debtor Liens; provided that, subject to Paragraph 6(d) above, no more than $100,000.00 of the proceeds of the Prepetition Debtor Collateral, including the Cash Collateral, in the aggregate (the “Investigation Cap”), may be used by the Committee, if any, solely to investigate, within the Challenge Period, the claims and causes of action against the Prepetition Secured Parties solely concerning the legality, validity, priority, perfection, enforceability or extent of the claims, liens, or interests (including the Prepetition Debtor Liens) held by or on behalf of each of the Prepetition Secured Parties related to the Prepetition Secured Obligations. To the extent that any party incurs costs investigating or prosecuting any claims or causes of action against the Prepetition Secured Parties in excess of the Investigation Cap, such costs shall not be paid from the proceeds of the Prepetition Debtor Collateral, including the Cash Collateral, and such non-payment shall not preclude the confirmation of a chapter 11 plan by any of the Debtors.

26.Binding Effect; Successors and Assigns. The provisions of this Interim Order, including all findings herein, shall be binding upon all parties in interest in these Chapter 11 Cases, including without limitation, the Prepetition Secured Parties, any Committee, the Debtors and their respective successors and assigns (including any chapter 7 or chapter 11 trustee hereinafter appointed or elected for the estate of any of the Debtors, an examiner appointed pursuant to Bankruptcy Code section 1104, or any other fiduciary appointed as a legal representative of any of the Debtors or with respect to the property of the estate of any of the Debtors) and shall inure to the benefit of the Prepetition Secured Parties; provided that, except to

the extent expressly set forth in this Interim Order, the Prepetition Secured Parties shall have no obligation to permit the use of Cash Collateral by any chapter 7 trustee or similar responsible person appointed for the estate of any Debtor.

27.Limitation of Liability. In determining to permit (or not oppose) the use of Cash Collateral, or in exercising any rights or remedies as and when permitted pursuant to this Interim Order, the Prepetition Secured Parties shall not, solely by reason thereof, (a) be deemed in control of the operations of the Debtors or to be acting as a “responsible person” or “owner or operator” with respect to the operation or management of the Debtors (as such terms, or any similar terms, are used in the United States Comprehensive Environmental Response, Compensation and Liability Act, 29 U.S.C. §§ 9601 et seq. as amended, or any similar federal or state statute) or (b) owe any fiduciary duty to the Debtors, their respective creditors, shareholders or estates. Furthermore, nothing in this Interim Order shall in any way be construed or interpreted to impose or allow the imposition upon any of the Prepetition Secured Parties of any liability for any claims arising from the prepetition or post-petition activities of any of the Debtors.

28.No Impact on Certain Contracts or Transactions. Except with respect to the Prepetition Secured Hedge Providers, the rights of any entity in connection with a contract or transaction of the kind listed in Bankruptcy Code sections 555, 556, 559, 560 and 561 are not affected by the provisions of this Interim Order.

29.No Requirement to File Proofs of Claim for Prepetition Secured Obligations. Neither the Prepetition Agent nor any of the other Prepetition Secured Parties shall be required to file any proof of claim in any of the Chapter 11 Cases or Successor Cases, and the Debtors’ Stipulations shall be deemed to constitute a timely filed proof of claim. Any order entered by this Court in relation to the establishment of a bar date for any claim (including administrative claims) in any of the Chapter 11 Cases or Successor Cases shall not apply to the Prepetition Agent or the other Prepetition Secured Parties with respect to the Prepetition Secured Obligations. Notwithstanding the foregoing, the Prepetition Agent (acting at the direction of the Required Lenders) is hereby authorized and entitled, but not required, to file (and amend and/or supplement, as it sees fit) in the Debtors’ lead case—GTT Communications, Inc.—a single master proof of claim for any claims of the Prepetition Secured Parties arising from the Prepetition Loan Documents (a “Master Proof of Claim”); provided that nothing herein shall waive the right of the Prepetition Agent or any other Prepetition Secured Party to file its own proofs of claim against the Debtors. Any Master Proof of Claim, if filed, shall be deemed to be in addition and not in lieu of any other proof of claim that may be filed by any of the other Prepetition Secured Parties. Any Master Proof of Claim, if filed, shall not be required to identify whether any of the Prepetition Secured Parties acquired its claim from another party and the identity of any such party or be amended to reflect a change in the holders of the claims set forth therein or a reallocation among such holders of the claims asserted therein resulting from the transfer of all or any portion of such claims. Any Master Proof of Claim, if filed, shall not be

required to attach any instruments, agreements or other documents evidencing the obligations owing by each of the Debtors to the Prepetition Secured Parties, which instruments, agreements or other documents will be provided upon written request to counsel to the Prepetition Agent. The provisions of this Paragraph 29 and the Master Proof of Claim are intended solely for the purpose of administrative convenience.

30.Limitation on Charging Expenses Against Prepetition Debtor Collateral. Subject to entry of the Final Order, except to the extent of the Carve Out, no costs or expenses of administration of these Chapter 11 Cases or any Successor Cases shall at any time be charged against or recovered from the Prepetition Debtor Collateral, the Adequate Protection Collateral or the Prepetition Secured Parties pursuant to Bankruptcy Code sections 506(c) or 105(a), or any similar principle of law or equity, without the prior written consent of the Prepetition Secured Parties, as applicable, and no such consent shall be implied from any action, inaction or acquiescence by the Prepetition Secured Parties.

31.Payments Free and Clear. Subject to Paragraphs 11 and 16 of this Interim Order and subordinate solely to the Carve Out, any and all payments or proceeds remitted to or on behalf of the Prepetition Secured Parties, pursuant to the provisions of this Interim Order or any subsequent order of this Court shall be irrevocable, received free and clear of any claim, charge, assessment or other liability.

32.No Marshaling. Subject to entry of the Final Order and to the extent set forth therein, the Prepetition Secured Parties shall not be subject to the doctrine of “marshaling” or any other similar equitable doctrine with respect to any of the Collateral.

33.Equities of the Case. The Prepetition Secured Parties shall each be entitled to all of the rights and benefits of Bankruptcy Code section 552(b), and subject to and upon entry of the Final Order, the “equities of the case” exception under Bankruptcy Code section 552(b) shall not apply to the Prepetition Secured Parties with respect to proceeds, product, offspring, or profits of any of the Prepetition Debtor Collateral or Adequate Protection Collateral.

34.Effect of this Interim Order. This Interim Order shall constitute findings of fact and conclusions of law and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon entry hereof. Notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h), 7062 or 9024, any other Bankruptcy Rule or Rule 62(a) of the Federal Rules of Civil Procedure, this Interim Order shall be immediately effective and enforceable upon its entry and there shall be no stay of execution or effectiveness of this Interim Order.

35.Headings. The headings in this Interim Order are for purposes of reference only and shall not limit or otherwise affect the meaning of this Interim Order.

36.Retention of Jurisdiction. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Interim Order.

37.Controlling Effect of Interim Order. To the extent any provision of this Interim Order conflicts or is inconsistent with any provision of the Motion, the provisions of this Interim Order shall control to the extent of such conflict.

38.Final Hearing. The Final Hearing is scheduled for _________, 2021 at __:__ a.m./p.m. prevailing Eastern Time, before this Court. The Debtors shall promptly transmit copies of this Interim Order (which shall constitute adequate notice of the Final Hearing) to the parties having been given notice of the Interim Hearing, to any party that has filed a request for notices with this Court and to any Committee after the same has been appointed, or Committee counsel, if the same shall have been appointed. Any party in interest objecting to the relief sought at the Final Hearing must file a written objection thereto with the Clerk of the United States Bankruptcy Court for the Southern District of New York by no later than _______, 2021 at 4:00 p.m. prevailing Eastern Time and served on or before such date upon: (a) the Debtors, Attn: Douglass Maynard, Esq.; (b) proposed counsel to the Debtors, Akin Gump Strauss Hauer & Feld LLP, Attn: Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., David H. Botter, Esq. and Naomi Moss, Esq.; (c) counsel to any statutory committee appointed in these Chapter 11 Cases; (d) Jones Day, counsel to KeyBank National Association as Prepetition Agent, Attn: Thomas A. Wilson, Esq.; (e) Reed Smith LLP, counsel to Wilmington Trust, National Association, as indenture trustee for the 2024 Notes, Attn: Kurt F. Gwynne, Esq.; (f) Milbank LLP, counsel to the Ad Hoc Term Loan Lender Group, Attn: Evan R. Fleck, Esq., Lauren C. Doyle, Esq. and Brian J. Zucco, Esq.; (g) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Ad Hoc

2020 Group, Attn: Robert Britton, Esq., Karen R. Zeituni, Esq. and Joseph M. Graham, Esq.; (h) Latham & Watkins, LLP, counsel to the Ad Hoc Noteholder Group, Attn: Richard A. Levy, Esq., Ted A. Dillman, Esq. and Ebba Gebisa, Esq.; (i) Kirkland & Ellis LLP, counsel to the Infrastructure Business Buyer and I Squared Capital Advisors (US) LLC, Attn: Steven N. Serajeddini, Esq. and Kevin McClelland, Esq.; and (j) the Office of the United States Trustee for the Southern District of New York, Attn: Greg M. Zipes, Esq and Richard C. Morrissey, Esq.

Dated: __________, 2021

UNITED STATES BANKRUPTCY JUDGE

Annex 1

Approved Budget

EXHIBIT D

Form of I Squared Infrastructure Sale Agreement Amendment

See Exhibit 2.1 filed herewith.

EXHIBIT E

Form of Joinder Agreement

The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of September 1, 2021 (the “Agreement”),1 by and among GTT Communications, Inc. and certain of its direct and indirect subsidiaries bound thereto, the Consenting Creditors and the other Parties thereto, and agrees to be bound as and deemed a “Consenting Creditor” and a “Party” by the terms and conditions thereof binding on such “Consenting Creditor.”

The undersigned specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of this joinder and any further date specified in the Agreement.

This joinder agreement shall be governed by the governing law set forth in the Agreement.

Date Executed:

CONSENTING CREDITOR

______________________________________

Name:

Title:

Address:

E-mail address(es):

Telephone:

Facsimile:


Aggregate Amounts Beneficially Owned or Managed on Account of:
Revolving Claims (if any)			$
Letter of Credit Claims (if any)			$
Hedging Claims (if any)			$
Priming Facility Claims (if any)			$
2020 EMEA Term Loan Claims (if any)			$
Original EMEA Term Loan Claims (if any)			€
U.S. Term Loan Claims (if any)			$
Senior Notes Claims (if any)			$
Existing GTT Equity Interests (if any)

1Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

EXHIBIT F

Form of Priming Facility Credit Agreement Amendment

See Exhibit 10.3 filed herewith.

EXHIBIT G

Form of Senior Noteholder Forbearance Agreement

See Exhibit 10.4 filed herewith.

EXHIBIT H

Form of Stock Transfer Agreement

See Exhibit 10.2 filed herewith

EXHIBIT I

Form of Transfer Agreement

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of September 1, 2021 (the “Agreement”),1 by and among GTT Communications, Inc. and certain of its direct and indirect subsidiaries bound thereto, the Consenting Creditors and the other Parties thereto, including the transferor to the Transferee of any Company Claims/Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Creditor” and a “Party” under the terms of the Agreement.

The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.

This transfer agreement shall be governed by the governing law set forth in the Agreement.

Date Executed:

CONSENTING CREDITOR

______________________________________

Name:

Title:

Address:

E-mail address(es):

Telephone:

Facsimile:


Aggregate Amounts Beneficially Owned or Managed on Account of:
Revolving Claims (if any)			$
Letter of Credit Claims (if any)			$
Hedging Claims (if any)			$
Priming Facility Claims (if any)			$
2020 EMEA Term Loan Claims (if any)			$
Original EMEA Term Loan Claims (if any)			€
U.S. Term Loan Claims (if any)			$
Senior Notes Claims (if any)			$
Existing GTT Equity Interests (if any)

1Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

EXHIBIT J

Form of Second Amended and Restated Strategic Planning Committee Charter

GTT COMMUNICATIONS, INC.

SECOND AMENDED AND RESTATED

STRATEGIC PLANNING COMMITTEE CHARTER

This Second Amended and Restated Strategic Planning Committee Charter (this “Charter”) was adopted by the Board of Directors (the “Board”) of GTT Communications, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company”), as of September [ ], 2021.

Purpose

The purpose of the Strategic Planning Committee (the “Committee”) shall be, subject only to the Exceptions (as defined herein), to consider, develop, evaluate, negotiate, authorize, approve or reject strategic and/or financial alternatives with respect to the Company and its subsidiaries and their respective businesses, assets and properties, including one or more alternative debt or equity financings, amendments or modifications to the Company’s debt instruments, or a sale, merger, consolidation, restructuring, reorganization, recapitalization or other transaction or related financing or refinancing involving the Company and/or one or more of its subsidiaries and any of its assets (a “Transaction”), and to take such other actions as shall be authorized in this Charter.

Composition

The Committee currently consists of four members, and shall consist of no more than five members (after giving effect to the changes required under Section 6.16(c) of that certain Priming Facility Credit Agreement, dated as of December 28, 2020, among the Company, the lenders from time to time party thereto, and Delaware Trust Company, as administrative agent (the “Priming Facility Credit Agreement”)). Each member of, and observer to, the Committee shall be determined by the Board to be “independent” under the rules of the New York Stock Exchange.

The Committee may appoint observers (the “Committee Observers”), who shall be non-voting observers on the Committee and entitled to attend all Committee meetings and receive all materials distributed to the Committee, subject to customary exclusions for attorney-client privilege considerations.

Appointment and Removal

The members of the Committee shall be appointed by the Board. Each member of the Committee shall serve until such member’s successor is duly elected and qualified or until such

member’s earlier resignation or removal. The members of the Committee may only be removed for cause by a majority vote of the Board. Until the Board determines that the constitution or reconstitution of the Committee is no longer necessary, appropriate or advisable, all vacancies on the Committee shall be filled by a majority vote of the Board subject to the requirements set forth in Section 6.16(c) of the Priming Facility Credit Agreement.

Chairperson

The members of the Committee may designate a Chairperson by majority vote of the full Committee membership. The Chairperson of the Committee, if any, shall be responsible for leadership of the Committee, including approving the agenda, presiding over Committee meetings, making Committee assignments and reporting the Committee’s actions to the Board from time to time as requested by the Board.

Meetings

The Committee shall meet at such times as may be appropriate in the discharge of its responsibilities under this Charter and otherwise as frequently as circumstances dictate. Notwithstanding anything to the contrary in the Amended and Restated By-Laws of the Company (as the same may be amended from time to time, the “By-Laws”), meetings of the Committee may be called on any notice by facsimile, by email or by any other form of electronic transmission approved by the person(s) calling such meeting (a “Specified Transmission”), which shall be sent to all members of the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other. A majority of the members of the Committee shall constitute a quorum, which majority must include at least one Additional Director (as defined in the Priming Facility Credit Agreement); provided that if at any meeting of the Committee a quorum is not present because no Additional Director is present, then at any meeting of the Committee called for the same or related purposes at least 12 hours after such original meeting, a majority of the members of the Committee shall constitute a quorum. The Committee shall act by vote of a majority of the Committee members present at a meeting at which a quorum is present.

Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting, if all members of the Committee consent thereto in writing or by Specified Transmission and the writing or Specified Transmission is filed with the minutes of proceedings of the Committee.

Minutes or other records of meetings and activities of the Committee, including any significant issues considered by the Committee, shall be maintained and reported to the Board as

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determined by the Committee to be appropriate in connection with the discharge of its duties, including with respect to restricting access thereto for purposes of maintaining privilege. The Committee may invite such members of management and other persons, including other Board members, employees, outside counsel, independent auditors, internal auditors or others whose advice and counsel of the Company or otherwise are relevant to the issues then being considered by the Committee, to its meetings as it may deem desirable or appropriate. The Committee, in its good faith determination, may also exclude from its meetings any person it deems reasonably appropriate in order to enable it to carry out its duties (including a member of the Committee if the matter at a hand involves such person or the person’s presence presents an appearance of a conflict of interest or could constitute a waiver of any privilege).

Responsibility and Authority

The Committee shall carry out the responsibilities, and shall have the authority, set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be necessary or appropriate in light of changing business, legislative, financial, liquidity regulatory, legal, or other conditions so that it can fulfill its responsibilities. The Committee shall also carry out any other responsibilities, and have such additional authority, as may be delegated to it by the Board from time to time.

In addition to such other responsibilities as the Board may from time to time assign to the Committee, the Committee shall have the exclusive (or concurrent, in the case of clause 6 below, to the extent that the Board has previously delegated such responsibility and authority to the Compensation Committee of the Board) responsibility and authority to act on behalf of the Board and shall have the authority to make any determination on behalf of the Company in respect of the below, including, without limitation but subject to the Exceptions (as defined herein), to:

1.Review, evaluate and negotiate the terms and conditions of any Transaction and consider whether or not the Company should proceed with any Transaction;

2.Enter into discussions and negotiations with relevant counterparties or other persons regarding the terms and conditions of any Transaction or potential Transaction and participate in other communications regarding any Transaction or potential Transaction;

3.Establish, modify, monitor and direct the process and procedures related to the review and evaluation of any Transaction or potential Transaction;

4.Approve any Transaction;

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5.Reject any Transaction;

6.Approve any bonuses, retention or incentive plans or other equity or equity-linked or cash compensation plans or awards to or for officers, employees or other service providers or consultants of the Company that may be related to or arising from any Transaction, any potential Transaction, the Company’s current situation or that the Committee determines are necessary and appropriate to retain and/or incentivize performance by such persons; and

7.Consider such other matters as the Committee may deem to be necessary and appropriate for the Committee to fulfill its duties and responsibilities as are authorized in this Charter.

Additionally, (i) the Committee shall, subject to the Exceptions, have the exclusive responsibility and authority to exercise the duties of the Board with respect to the Restructuring (as defined in that certain Restructuring Support Agreement, dated as of September 1, 2021, by and among the Company, certain of its direct and indirect subsidiaries, certain creditors and securityholders of the Company party thereto and I Squared Capital Advisors (US) LLC (the “RSA”)) and the implementation thereof, including with respect to any actions to be taken by, or consents to be granted by, the Company, and any acts or omissions of the Company or any of its subsidiaries governed by or relating to the terms or conditions of the RSA; (ii) after the entry of the Confirmation Order (as defined in the RSA), if requested by the Ad Hoc Lender Group (as defined in the RSA), (A) the Board shall cause Anthony M. Abate and/or Sherman Edmiston III to resign from the Board and this Committee pursuant to the RSA and (B) the Board shall cause up to two additional directors selected by the Ad Hoc Lender Group and who have been designated to serve on the New Board (as defined in the RSA) by the Ad Hoc Lender Group, as set forth in the Plan Supplement (as defined in the RSA), to be appointed to the Board and this Committee to replace Anthony M. Abate and/or Sherman Edmiston III, as applicable; provided that, if the Ad Hoc Noteholder Group (as defined in the RSA) selects Sherman Edmiston III to serve on the New Board as set forth in the Plan Supplement, then the Ad Hoc Lender Group shall not be able to request the removal of Sherman Edmiston III without the consent of the Ad Hoc Noteholder Group; and (iii) if Eugene Davis ceases to serve on the Committee for any reason, he shall not be replaced by an individual who has a material relationship with any holders of Company Claims/Interests (as defined in the RSA).

The Committee shall have the authority to retain special legal, accounting or other consultants, including investment bankers and financial advisors, to advise and assist the Committee in its sole discretion and at the Company’s expense. The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities as described herein, and may retain and rely upon in carrying out its duties, at the expense of the Company, legal counsel, financial or operational advisors, or other consultants

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necessary to assist the Committee in any such investigations or studies (the “Advisors”). The Committee shall have authority to negotiate, approve and/or modify the fees and retention terms of the Advisors and any advisors to any stakeholders of the Company or potential Transaction counterparties. The Committee shall have the authority, on behalf of the Company or otherwise, to enter into such contracts or other arrangements providing for the retention, compensation, reimbursement of expenses and indemnification of such Advisors or advisors as the Committee determines to be necessary, appropriate or advisable, thereby obligating any member of the Company to pay all fees, expenses and disbursements (upon instruction from the Committee) and to honor all other obligations of the Committee or the Company under such contracts or other arrangements. The Committee will have unrestricted access to and will have the ability to otherwise utilize the services of the Company’s independent public accountants, internal auditors, internal and outside legal counsel, officers, employees and financial and other advisors.

Brian Fox of Alvarez & Marsal shall serve as chief restructuring officer (the “CRO”) of the Company, and (i) prior to any bankruptcy or insolvency filing by the Company, the CRO shall provide regular reporting to the Committee, and (ii) after any such bankruptcy or insolvency filing, the CRO shall report to the Committee and the Committee shall supervise the services performed by the CRO.

To the fullest extent permitted by law, each member of the Committee, in fulfilling such member’s responsibilities as described in this Charter, shall be entitled to rely in good faith on the accuracy and completeness of the information, reports, opinions and statements provided to the Committee by officers and employees of the Company, and by outside professionals, including any Advisors retained by the Company and/or the Committee.

Notwithstanding anything in this Charter to the contrary, any of the following shall also require action by the Board (collectively, the “Exceptions”): (i) any action or matter expressly required by the Delaware General Corporation Law to be approved by the Board; (ii) any amendments, waivers or other modifications to that certain Sale and Purchase Agreement dated as of October 16, 2020 by and among the Company and Cube Telecom Bidco Limited (as amended as of the date hereof); or (iii) a bankruptcy filing by the Company.

Compensation

Each member of the Committee shall receive cash compensation for service on the Committee, which shall be in accordance with market practice for committees such as the Committee. The Committee Observers shall be entitled to the same compensation as members of the Committee. Any member who has served on the Committee since its creation but resigns from the Committee in accordance with the Company’s Priming Facility Credit Agreement shall be compensated as if he/she continued to serve on the Committee for the duration of the

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Committee’s existence (provided that such compensation shall not be paid for more than six months after his/her resignation).

Miscellaneous

Each member of the Committee, in fulfilling such member’s responsibilities as described in this Charter, shall be entitled to indemnification for any and all actions performed in connection with his or her services on the Committee, as provided to the Company’s directors by the Certificate of Incorporation of the Company (as the same may be amended from time to time, the “Certificate of Incorporation”), the By-Laws, the Company’s insurance policies and any indemnification agreements between the Company and such director, in each case to the maximum extent provided by law.

Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter shall not be exclusive of any additional power or authority granted by the Board to the Committee or such additional governance procedures (not inconsistent with the terms hereof, the Certificate of Incorporation, the By-Laws or applicable law) adopted from time to time by the Committee in performing its duties and fulfilling its responsibilities.

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This STOCK TRANSFER AGREEMENT (this “Agreement”) dated September 1, 2021, is entered into by and between The Spruce House Partnership LLC, a Delaware limited liability company (“Spruce House”), and GTT Communications, Inc., a Delaware corporation (the “Company”).

WHEREAS, Spruce House owns 15,875,000 shares of common stock, par value $0.0001 per share, of the Company, standing in Spruce House’s name on the books of the Company (the “SH Shares”); and

WHEREAS, Spruce House wishes to transfer all of its right, title and interest in the SH Shares to the Company for no payment, and the Company wishes to accept such transfer of the SH Shares for no payment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged and agreed, and intending to be legally bound hereby, the parties hereby agree as follows:

1.Immediate Transfer of Any and All Economic Rights and Interests Associated With the SH Shares to the Company. Effective immediately upon the date of execution of this Agreement, Spruce House hereby irrevocably transfers, assigns, conveys and delivers to the Company all of its right, title and interest in any and all economic rights and interests associated with the SH Shares (including the right to receive any distribution with respect to the SH Shares after the date of this Agreement), and the Company accepts such transfer, assignment, conveyance and delivery (the “Economic Interest Transfer”). Notwithstanding the Economic Interest Transfer and subject to Section 2, Spruce House shall retain its right, title and interest in any voting rights associated with the SH Shares (the “Voting Interest”).

2.Transfer of Voting Interest in SH Shares to the Company. Subject to and automatically effective upon obtaining any consents or waivers from the Virginia State Corporation Commission and the Pennsylvania Public Utility Commission (the “Governmental Authorities”) for Spruce House to dispose of the Voting Interest (the “Required Consents”): (a) Spruce House hereby irrevocably transfers, assigns, conveys and delivers to the Company all of its right, title and interest in the Voting Interest, and the Company shall accept such transfer, assignment, conveyance and delivery (the “Voting Interest Transfer”); and (b) Spruce House hereby irrevocably constitutes and appoints each officer of the Company, or any of them acting individually, as attorney in fact to transfer the SH Shares on the books of the Company, with full power of substitution in the premises. Notwithstanding anything to the contrary in this Section 2, (i) effective immediately upon the date of execution of this Agreement, Spruce House hereby irrevocably transfers, assigns, conveys and delivers to the Company any portion of its right, title and interest in the Voting Interest that, immediately after giving effect to such transfer, exceeds 25.01% of the issued and outstanding common stock of the Company, (ii) in the event that any Required Consent is obtained from the Virginia State Corporation Commission prior to obtaining Required Consent from the Pennsylvania Public Utility Commission, then automatically effective upon receiving such Required Consent from the Virginia State Corporation

Commission, Spruce House hereby irrevocably transfers, assigns, conveys and delivers to the Company any portion of its right, title and interest in the Voting Interest that, immediately after giving effect to such transfer, exceeds 20.01% of the issued and outstanding common stock of the Company, and (iii) with respect to clauses (i) and (ii), Spruce House hereby irrevocably constitutes and appoints each officer of the Company, or any of them acting individually, as attorney in fact to transfer the applicable SH Shares on the books of the Company, with full power of substitution in the premises.

3.Efforts. Spruce House and the Company shall use their reasonable best efforts to take or cause to be taken all actions necessary, proper, or advisable to (i) obtain the Required Consents from the Governmental Authorities, and (ii) cause the transactions contemplated hereby (including pursuant to Section 2 hereof) to be consummated, in each case as promptly as practicable and at the sole cost and expense of Spruce House. The Company hereby waives any applicable Company policy to the extent inconsistent herewith.

4.Non-Recourse. Except for Spruce House’s and the Company’s ability to enforce this Agreement against each other, neither Spruce House nor the Company’s affiliates, nor any of the directors, officers, employees, incorporators, shareholders, managing members, members, general partners, limited partners, principals or other agents of Spruce House or the Company or their respective affiliates shall have any liability for any obligations of Spruce House or the Company, as applicable, under this Agreement.

5.Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply.

6.Counterparts; Facsimile or .pdf Signature. This Agreement may (1) be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties and (2) be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

[The remainder of this page has intentionally been left blank]

IN WITNESS WHEREOF, the parties have executed this Agreement with the intent that it be effective on the date first above written.

THE SPRUCE HOUSE PARTNERSHIP LLC

By: /s/ Thomas Walker
Name: Thomas Walker

Title: Authorized Person

GTT COMMUNICATIONS, INC.

By: /s/ Donna Granato
Name: Donna Granato

Title: Interim Chief Financial Officer

[Signature Page to Stock Transfer Agreement]

EXECUTION VERSION

SEVENTH AMENDMENT TO PRIMING FACILITY CREDIT AGREEMENT

This SEVENTH AMENDMENT TO PRIMING FACILITY CREDIT AGREEMENT (this “Amendment”) is entered into as of September 1, 2021 among GTT Communications, Inc., a Delaware corporation (the “Parent Guarantor”), GTT Communications B.V., a company organized under the laws of the Netherlands (the “Borrower”), the Lenders party hereto (which include the Required Lenders) (collectively, the “Consenting Lenders”) and Delaware Trust Company, as the administrative agent (the “Administrative Agent”). Capitalized terms used in this Amendment and not defined herein have the meanings assigned to them in the Credit Agreement (as defined below) referenced below.

WHEREAS, the Parent Guarantor, the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Priming Facility Credit Agreement, dated as of December 28, 2020 (as amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders consent to, and the Consenting Lenders have agreed to consent to, the amendments contemplated herein upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Administrative Agent is executing this Amendment at the direction of the Consenting Lenders.

NOW, THEREFORE, in consideration of the premises, agreements, provisions and covenants contained herein, the parties hereto hereby agree as follows:

1.Amendments. As of the Effective Time (as defined below), the Credit Agreement is hereby amended (x) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (y) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of the Credit Agreement attached as Annex A hereto and made a part hereof for all purposes.

2.Direction of Required Lenders to Administrative Agent.

The undersigned Consenting Lenders (which constitute the Required Lenders) hereby direct the Administrative Agent to enter into this Amendment.

3.Conditions to Effectiveness. This Amendment shall be effective upon satisfaction of each of the following conditions (the date of such effectiveness, the “Effective Time”):

(a)the parties hereto shall have received an executed signature page hereto from each of the Parent Guarantor, the Borrower, the Administrative Agent and the Required Lenders;

(b)the Parent Guarantor and the Borrower shall have paid the reasonable and documented fees, charges and disbursements of (i) Seward & Kissel LLP, counsel to the Administrative Agent, (ii) the Ad Hoc Lender Group Advisors and (iii) the Ad Hoc Noteholder Group Advisors;

EXECUTION VERSION

(c)the Fifth Lender Forbearance Agreement and Consent, dated as of the date hereof, shall have been duly executed and delivered in form and substance satisfactory to the Required Lenders and shall be in full force and effect;

(d)the Amended and Restated Noteholder Forbearance Agreement, dated as of the date hereof, shall have been duly executed and delivered in form and substance satisfactory to the Required Lenders and shall be in full force and effect; and

(e)the Restructuring Support Agreement, dated as of the date hereof, shall have been duly executed and delivered in form and substance satisfactory to the Required Lenders and shall be in full force and effect.

4.Representations and Warranties. To induce the Lenders party hereto to execute and deliver this Amendment, each of the Parent Guarantor and the Borrower represents, warrants and covenants that:

(a)this Amendment has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by the Parent Guarantor and the Borrower and constitutes a legal, valid and binding obligation in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or law);

(b)neither the execution, delivery and performance of this Amendment and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby contravenes, results in a breach of, or violates (i) any provision of the Parent Guarantor or the Borrower’s organizational documents or (ii) any applicable law;

(c)as of the date hereof, no Default or Event of Default has occurred and is continuing; and

(d)the representations and warranties of the Credit Parties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made (except to the extent any such representation or warranty is qualified by “materiality” or “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects).

5.Indemnification. Each of the Consenting Lenders hereby reaffirms all of its obligations under Section 9.09 of the Credit Agreement with respect to the Administrative Agent’s entry into this Amendment and the transactions contemplated hereby. Each of the Parent Guarantor and the Borrower, for itself and on behalf of each other Credit Party, hereby reaffirms all of its obligations under Section 11.02 of the Credit Agreement with respect to the Administrative Agent’s entry into this Amendment and the transactions contemplated hereby. In executing this Amendment, the Administrative Agent shall be entitled to the benefit of every provision of the Credit Agreement relating to the conduct of or affecting the liability of or affording protection to the Administrative Agent.

EXECUTION VERSION

6.Miscellaneous. The provisions of Section 11.08(b) through Section 11.08(e), and Sections 11.09, 11.10, 11.19 and 11.21 of the Credit Agreement are incorporated herein mutatis mutandis as if set forth herein. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

7.Effect of Amendment. All of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect, in each case, as expressly modified by this Amendment. This Amendment is a Loan Document. Except as expressly stated herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents.

8.Reaffirmation and Acknowledgement. Each of the Parent Guarantor and the Borrower, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party, and (iv) reaffirms its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral to secure the Obligations and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations.

9.Governing Law. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10.Release.

(a)Release of Claims; No Defenses.

(i)As of the date of this Amendment, each of the Parent Guarantor and the Borrower, for itself and on behalf of each other Credit Party and each of their respective Subsidiaries (collectively, the “Releasors”), to the fullest extent permitted by law, hereby releases, and forever discharges the Administrative Agent, each Lender and each of its or their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, and the successors and assigns of the foregoing (collectively, the “Released Parties”), from any and all claims, actions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or character whatsoever, known or unknown, contingent or matured, suspected or unsuspected, anticipated or unanticipated, liquidated or unliquidated, claimed or unclaimed, in contract or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, to the Loans,

EXECUTION VERSION

the Loan Documents, the Obligations, the Collateral or this Amendment, in each case, which existed, arose or occurred at any time prior to the date of this Amendment, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Amendment, any claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this Amendment, all of which are released by the provisions hereof in favor of the Released Parties.

(ii)Each Releasor acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Amendment, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Amendment.

(iii)Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Amendment, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all dealings in connection therewith.

(iv)In making the releases set forth in this Amendment, each Releasor acknowledges that it has not relied upon any representation of any kind made by any Released Party.

(v)It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Amendment shall not be deemed or construed as an admission of liability by any of the Released Parties and the

EXECUTION VERSION

Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

[Signature Pages Follow]

EXECUTION VERSION

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

GTT COMMUNICATIONS, INC.

By: /s/ Donna Granato Name: Donna Granato

Title: Interim Chief Financial Officer

GTT COMMUNICATIONS B.V.

By: /s/ Donna Granato Name: Donna Granato

Title: Director

GTT – Seventh Amendment to Priming Facility Credit Agreement

Acknowledged and agreed to:

DELAWARE TRUST COMPANY,

as Administrative Agent

By: /s/ Sean Foronjy Name: Sean Foronjy

Title: Vice President

GTT – Seventh Amendment to Priming Facility Credit Agreement

Annex A: Conformed Credit Agreement

[See attached.]

GTT – Seventh Amendment to Priming Facility Credit Agreement

Conformed for First Amendment to Priming Facility Credit Agreement, dated as of February 11, 2021

Second Amendment to Priming Facility Credit Agreement, dated as of March 29, 2021

Third Amendment to Priming Facility Credit Agreement, dated as of May 10, 2021

Fourth Amendment to Priming Facility Credit Agreement, dated as of May 17, 2021

Fifth Amendment to Priming Facility Credit Agreement, dated as of July 12, 2021

Sixth Amendment to Priming Facility Credit Agreement, dated as of August 3, 2021

Seventh Amendment to Priming Facility Credit Agreement, dated as of September 1, 2021

EXECUTION COPY

PRIMING FACILITY CREDIT AGREEMENT

dated as of
December 28, 2020

among

GTT COMMUNICATIONS, INC.,
as the Parent Guarantor,

GTT COMMUNICATIONS B.V.,
as the Borrower,

THE LENDING INSTITUTIONS NAMED HEREIN,
as Lenders,

and

DELAWARE TRUST COMPANY,
as Administrative Agent
_______________________________________________

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TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITION AND TERMS


Section 1.01	Certain Defined Terms	2
Section 1.02	Computation of Time Periods	52
Section 1.03	Accounting Terms	52
Section 1.04	Terms Generally	53
Section 1.05	[Reserved]	54
Section 1.06	[Reserved]	54
Section 1.07	Swedish Terms	54

ARTICLE II.

THE TERMS OF THE CREDIT FACILITY


Section 2.01	Establishment of the Credit Facility	54
Section 2.02	[Reserved]	54
Section 2.03	Term Loans	54
Section 2.04	[Reserved]	55
Section 2.05	[Reserved]	55
Section 2.06	Notice of Borrowing	55
Section 2.07	Funding Obligations; Disbursement of Funds	55
Section 2.08	Evidence of Obligations	56
Section 2.09	Interest; Default Rate	57
Section 2.10	Conversion and Continuation of Loans	60
Section 2.11	Fees	60
Section 2.12	Securities Account Withdrawals	60
Section 2.13	Voluntary, Scheduled and Mandatory Prepayments of Loans	61
Section 2.14	Method and Place of Payment	63
Section 2.15	Defaulting Lenders	64

ARTICLE III.

INCREASED COSTS, ILLEGALITY AND TAXES


Section 3.01	Increased Costs, Illegality, etc.	65
Section 3.02	Breakage Compensation	67
Section 3.03	Net Payments	67
Section 3.04	[Reserved]	72
Section 3.05	Change of Lending Office; Replacement of Lenders	72

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Page

ARTICLE IV.

CONDITIONS PRECEDENT


Section 4.01	Conditions Precedent at Closing Date	73
Section 4.02	Conditions Precedent to Drawings of Delayed Draw Term Loans	76
Section 4.03	Conditions Satisfied.	77

ARTICLE V.

REPRESENTATIONS AND WARRANTIES


Section 5.01	Corporate Status	77
Section 5.02	Corporate Power and Authority	77
Section 5.03	No Violation	78
Section 5.04	Governmental Approvals	78
Section 5.05	Litigation	78
Section 5.06	Use of Proceeds; Margin Regulations; Sanctions	78
Section 5.07	Approved Budget	79
Section 5.08	[Reserved]	79
Section 5.09	No Material Adverse Change	79
Section 5.10	Tax Returns and Payments	79
Section 5.11	Title to Properties, etc.	80
Section 5.12	Lawful Operations, etc.	80
Section 5.13	Environmental Matters	80
Section 5.14	Compliance with ERISA, etc.	81
Section 5.15	Intellectual Property, etc.	82
Section 5.16	Investment Company Act, etc.	82
Section 5.17	Insurance	82
Section 5.18	Centre of Main Interests and Establishments	82
Section 5.19	Security Interests, etc.	82
Section 5.20	True and Complete Disclosure	83
Section 5.21	[Reserved]	83
Section 5.22	Capitalization	83
Section 5.23	[Reserved]	84
Section 5.24	Anti-Terrorism and Anti-Money Laundering Law Compliance	84
Section 5.25	Communications Matters	84
Section 5.26	Licenses, Approvals and Rights-of-Way	87
Section 5.27	No Immunity	87

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Page

ARTICLE VI.

AFFIRMATIVE COVENANTS


Section 6.01	Reporting Requirements	88
Section 6.02	Books, Records and Inspections	91
Section 6.03	Insurance	91
Section 6.04	Payment of Taxes and Claims	92
Section 6.05	Corporate Franchises	92
Section 6.06	Good Repair	93
Section 6.07	Compliance with Statutes; Non-U.S. Plans; Canadian Pension Plans	93
Section 6.08	Compliance with Environmental Laws	94
Section 6.09	Certain Subsidiaries to Join in Guaranty	94
Section 6.10	Additional Security; Further Assurances; Real Property Matters; Etc..	95
Section 6.11	Maintenance of Ratings	100
Section 6.12	Use of Proceeds	100
Section 6.13	Designated Securities Account	100
Section 6.14	United Kingdom People with Significant Control Regime	100
Section 6.15	Post-Closing Obligations	100
Section 6.16	Additional Covenants	100

ARTICLE VII.

NEGATIVE COVENANTS


Section 7.01	Changes in Business	104
Section 7.02	Consolidation, Merger, Acquisitions, Asset Sales, etc.	105
Section 7.03	Liens	106
Section 7.04	Indebtedness	108
Section 7.05	Investments and Guaranty Obligations	110
Section 7.06	Restricted Payments	112
Section 7.07	[Reserved]	113
Section 7.08	Limitation on Certain Restrictive Agreements	113
Section 7.09	Transactions with Affiliates	114
Section 7.10	Modification of Organizational Documents; Certain Agreements	114
Section 7.11	Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws	115
Section 7.12	Fiscal Year	115
Section 7.13	Financial Covenants.	115
Section 7.14	Additional Covenants	115

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Page

ARTICLE VIII.

EVENTS OF DEFAULT


Section 8.01	Events of Default	116
Section 8.02	Remedies	118
Section 8.03	Application of Certain Payments and Proceeds	119

ARTICLE IX.

THE ADMINISTRATIVE AGENT


Section 9.01	Appointment	120
Section 9.02	Delegation of Duties	124
Section 9.03	Exculpatory Provisions	124
Section 9.04	Reliance by Administrative Agent	126
Section 9.05	Notice of Default	126
Section 9.06	Non-Reliance	126
Section 9.07	No Reliance on Administrative Agent’s Customer Identification Program	127
Section 9.08	USA Patriot Act	127
Section 9.09	Indemnification	128
Section 9.10	The Administrative Agent in Individual Capacity	128
Section 9.11	Successor Administrative Agent	128
Section 9.12	No Other Agents	129
Section 9.13	U.K. Security Documents, Irish Security Documents and Northern Irish Security Documents	129
Section 9.14	Agency for Perfection	130
Section 9.15	Proof of Claim	130
Section 9.16	Posting of Approved Electronic Communications.	131
Section 9.17	Credit Bidding	132
Section 9.18	Priming Facility Intercreditor Agreement	132
Section 9.19	Certain ERISA Matters	133
Section 9.20	Parallel Obligations	134

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Page

ARTICLE X.

GUARANTY


Section 10.01	Guaranty by the Parent Guarantor	134
Section 10.02	Reserved	134
Section 10.03	Guaranty Unconditional	134
Section 10.04	Obligations to Remain in Effect; Restoration	135
Section 10.05	Waiver of Acceptance, etc.	135
Section 10.06	Subrogation	136
Section 10.07	Effect of Stay	136

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Page

ARTICLE XI.

MISCELLANEOUS.


Section 11.01	Payment of Expenses, etc.	136
Section 11.02	Indemnification.	137
Section 11.03	Right of Setoff	138
Section 11.04	Equalization	139
Section 11.05	Notices	139
Section 11.06	Successors and Assigns.	140
Section 11.07	No Waiver; Remedies Cumulative	144
Section 11.08	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial; Service of Process	144
Section 11.09	Counterparts	145
Section 11.10	Integration	146
Section 11.11	Headings Descriptive	146
Section 11.12	Amendment or Waiver; Acceleration by Required Lenders	146
Section 11.13	Survival of Indemnities	151
Section 11.14	Domicile of Loans	151
Section 11.15	Confidentiality	151
Section 11.16	[Reserved]	152
Section 11.17	General Limitation of Liability	152
Section 11.18	No Duty	152
Section 11.19	Lenders and Agent Not Fiduciary to the Borrower, etc.	152
Section 11.20	Survival of Representations and Warranties	152
Section 11.21	Severability	152
Section 11.22	Directed Divestment	152
Section 11.23	Interest Rate Limitation	153
Section 11.24	USA Patriot Act	153
Section 11.25	Advertising and Publicity	153
Section 11.26	Release of Guarantees and Liens	153
Section 11.27	Payments Set Aside	154
Section 11.28	Swedish Security	154
Section 11.29	Spanish Security	154
Section 11.30	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	154
Section 11.31	Dutch Legal Matters	155

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SCHEDULES

Schedule 1 Lenders and Commitments

Schedule 1.01(a) Agreed Security Principles

Schedule 1.01(b) [Intentionally Omitted]

Schedule 1.01(c) Mortgaged Real Property

Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries

Schedule 1.01(e) Subsidiary Guarantors

Schedule 1.01(f) Landing Site

Schedule 1.01(g) Holding Company Merger

Schedule 5.10 Tax Returns and Payments

Schedule 5.11 Real Property

Schedule 5.15 Intellectual Property

Schedule 5.22 Capitalization / Equity Interests

Schedule 5.25(a)(i) U.S. Communications Licenses

Schedule 5.25(a)(iii) Material Compliance Exceptions

Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements

Schedule 5.25(b)(i) Non-U.S. Communications Licenses

Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws

Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc.

Schedule 6.15 Post-Closing Obligations

Schedule 7.03 Permitted Liens / Liens in Existence

Schedule 7.03(h) Key Customers

Schedule 7.04 Permitted Indebtedness

Schedule 7.04(q) Reimbursement Obligations

Schedule 7.05 Permitted Investments

Schedule 7.08 Limitations on Restrictive Agreements

EXHIBITS

Exhibit A Form of Note

Exhibit B-1 Form of Notice of Borrowing

Exhibit B-2 Form of Notice of Continuation or Conversion

Exhibit C Notice of Withdrawal

Exhibit D [Intentionally Omitted]

Exhibit E [Intentionally Omitted]

Exhibit F [Intentionally Omitted]

Exhibit G Form of Assignment Agreement

Exhibit H [Intentionally Omitted]

Exhibit I Form of Intercompany Subordination Agreement

Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)

#4848-6974-4858

Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)

Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)

Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)

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This PRIMING FACILITY CREDIT AGREEMENT is entered into as of December 28, 2020 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “Parent Guarantor”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands (the “Borrower”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) Delaware Trust Company, as the administrative agent (the “Administrative Agent”).

PRELIMINARY STATEMENTS

(1) The Borrower has requested that the Lenders extend credit to the Borrower in order to provide working capital and funds for other general corporate purposes and other purposes permitted hereunder, including fees and expenses incurred in connection with the Transactions (as hereinafter defined), in the form of Term Loans pursuant to Term Commitments in an aggregate principal amount of $275,000,000, consisting of (a) $100,000,000 aggregate principal amount of Initial Term Loans pursuant to Initial Term Commitments that will be fully funded on or about the Closing Date and (b) $175,000,000 aggregate principal amount of Delayed Draw Term Loans pursuant to Delayed Draw Term Commitments that may be drawn in a single borrowing after the Closing Date upon the terms and conditions set forth herein.

(2) Subject to and upon the terms and conditions set forth herein, the Lenders are willing to extend credit and make available to the Borrower the credit facilities provided for herein for the foregoing purposes.

AGREEMENT

In consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITION AND TERMS

Section 1.01 Certain Defined Terms. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires:

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“2024 Notes” means the Parent Guarantor’s 7.875% senior notes due 2024 in an aggregate principal amount, as of the Closing Date, of $575,000,000.

“2024 Notes Indenture” means the Indenture, dated as of December 22, 2016, among the Parent Guarantor (as successor to GTT Escrow Corporation), the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, governing the 2024 Notes.

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or any business or division of any Person, (ii) the acquisition or ownership of in excess of 50% of the Equity Interests of any Person, or (iii) the acquisition of another Person by a merger, consolidation, amalgamation or any other combination with such Person.

“Ad Hoc 2020 EMEA Term Lender Group” means any Lender that, as of the Closing Date, is a party to the Existing Credit Agreement as a “2020 EMEA Term Lender” and that is represented by the Ad Hoc 2020 EMEA Term Lender Group Advisors, a list of which is to be delivered to the Administrative Agent on the Closing Date.

“Ad Hoc 2020 EMEA Term Lender Group Advisors” means Paul, Weiss, Rifkind, Wharton & Garrison LLP.

“Ad Hoc Lender Group” means any Lender that (directly or through one or more of its Affiliates or managed accounts), as of the Closing Date, is a party to the Existing Credit Agreement as a “Lender” and that is represented by the Ad Hoc Lender Group Advisors, a list of which is to be delivered to the Administrative Agent on the Closing Date.

“Ad Hoc Lender Group Advisors” means Milbank LLP and Houlihan Lokey Capital, Inc..

“Ad Hoc Noteholder Group” means any Lender that, as of the Closing Date, is a member of the ad hoc group of holders of 2024 Notes that is represented by the Ad Hoc Noteholder Group Advisors, a list of which is to be delivered to the Administrative Agent on the Closing Date.

“Ad Hoc Noteholder Group Advisors” means Latham & Watkins LLP and Centerview Partners LLC.

“Additional Director” has the meaning provided in Section 6.16(c)(i).

“Additional Observer” has the meaning provided in Section 6.16(c)(i).

“Additional Security Documents” has the meaning provided in Section 6.10(a).

“Adjusted Eurocurrency Rate” means with respect to each Interest Period for a Eurocurrency Loan, the greatest of (A) (i) with respect to any Eurocurrency Loan, the rate per annum equal to the offered rate appearing on Bloomberg Screen US0003M Index Page (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as selected by the Administrative Agent from time to time) that displays an average ICE Benchmark Administration (or any successor thereto) Interest Settlement Rate at approximately 11:00 A.M. (London time) two (2) Business Days prior to the commencement of such Interest Period, for deposits with a maturity comparable to such Interest Period, divided (and rounded to the nearest 1/100th of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets that may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of

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Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided, however, that if the rate referred to in clause (i) above is not available at any such time for any reason, then the rate referred to in clause (i) shall instead be the interest rate per annum, as determined by the Required Lenders, to be the average (rounded to the nearest 1/100th of 1%) of the rates per annum at which deposits in an amount equal to the amount of such Eurocurrency Loan are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time), two (2) Business Days prior to the commencement of such Interest Period, for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period and (B) 1.00% per annum. Notwithstanding the foregoing, any rate selected pursuant to the foregoing must be administratively feasible for the Administrative Agent.

“Administrative Agent” has the meaning provided in the first paragraph of this Agreement and includes any successor to the Administrative Agent appointed pursuant to Section 9.11.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person, or, in the case of any Lender that is an investment fund, the investment advisor thereof and any investment fund having the same investment advisor. A Person shall be deemed to control a second Person if such first Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors or managers of such second Person or (ii) to direct or cause the direction of the management and policies of such second Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall in any event be considered an Affiliate of the Parent Guarantor or any of its Subsidiaries.

“Agreed Security Principles” means the principles set forth on Schedule 1.01(a).

“Agreement” means this Priming Facility Credit Agreement, including any exhibits or schedules, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified.

“Amendment No. 1” means the First Amendment to Priming Facility Credit Agreement dated as of February 11, 2021 among the Parent Guarantor, the Borrower, the Lenders party thereto and the Administrative Agent.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Parent Guarantor or any Subsidiary from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Law” means the USA Patriot Act, the Bank Secrecy Act, and any other laws and regulations of any U.S. or non-U.S. jurisdiction pertaining to money laundering or terrorism financing, in each case as such law or regulation may be amended from time to time.

“Applicable Lending Office” means, with respect to each Lender, the office designated by such Lender to the Administrative Agent as such Lender’s lending office for all purposes under this

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Agreement. A Lender may have a different Applicable Lending Office for Base Rate Loans and Eurocurrency Loans.

“Approved Bank” has the meaning provided in subpart (ii) of the definition of “Cash Equivalents”.

“Approved Budget” shall mean the Initial Budget for all purposes of this Agreement until superseded by an Updated Budget in accordance with, and to the extent permitted by, Section 6.01(d).

“Approved Cash Equivalents” shall mean any of the types of assets described in clauses (i) – (ix) in the definition of “Cash Equivalents”, to the extent owned by the Parent Guarantor; provided that, in the case of such clause (i) or (ix), such securities shall be limited to those issued, guaranteed and/or insured (as applicable) by any state, commonwealth or territory of the United States.

“Approved Fund” means a fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit and that is administered or managed by a Lender or an Affiliate of a Lender or its investment advisor. With respect to any Lender, an Approved Fund shall also include any swap, special purpose vehicle purchasing or acquiring security interests in collateralized loan obligations or any other vehicle through which such Lender may leverage its investments from time to time.

“Asset Sale” means, with respect to any Person, the sale, lease, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, amalgamations and liquidations of a corporation, partnership or limited liability company of the interests therein of such Person) by such Person to any other Person of any of such Person’s assets; provided, that the term Asset Sale specifically excludes the actual or constructive total loss of any property or the use thereof resulting from any Event of Loss.

“Assignment Agreement” means an Assignment Agreement substantially in the form of Exhibit G hereto.

“Authorized Officer” means, with respect to any Person, any of the following officers: the President, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, any Vice President or Assistant Vice President, any Vice President of Finance, the Treasurer, the Assistant Treasurer or the Controller, or any Secretary or Assistant Secretary, or such other officer of such Person as is authorized in writing to act on behalf of such Person. Unless otherwise qualified, all references herein to an Authorized Officer shall refer to an Authorized Officer of the Parent Guarantor.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the

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implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended.

“Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the greatest of: (i) the rate of interest published by the Wall Street Journal (or comparable publication or service for publishing the “prime rate”), from time to time, as its “prime rate”; (ii) the Federal Funds Effective Rate in effect from time to time, determined one (1) Business Day in arrears, plus 1/2 of 1% per annum; and (iii) the Adjusted Eurocurrency Rate for Loans denominated in Dollars with a one-month Interest Period on such day plus 1.00%; provided, that the Base Rate shall not be less than 2.00%.

“Base Rate Loan” means any Loan denominated in Dollars bearing interest at a rate based upon the Base Rate in effect from time to time.

“Belgian Tax Obligations” has the meaning assigned thereto in the Approved Budget then in-effect.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent (at the direction of the Required Lenders) and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Adjusted Eurocurrency Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the Adjusted Eurocurrency Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent (at the direction of the Required Lenders) and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Adjusted Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Adjusted Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of

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“Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent (at the direction of the Required Lenders) decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent or the Required Lenders decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent or the Required Lenders determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent (in consultation with the Required Lenders) decides is reasonably necessary in connection with the administration of this Agreement); provided that any such changes shall be administratively feasible for the Administrative Agent.

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the Adjusted Eurocurrency Rate:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Adjusted Eurocurrency Rate permanently or indefinitely ceases to provide the Adjusted Eurocurrency Rate; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the Adjusted Eurocurrency Rate, as determined by the Required Lenders;

(1) a public statement or publication of information by or on behalf of the administrator of the Adjusted Eurocurrency Rate announcing that such administrator has ceased or will cease to provide the Adjusted Eurocurrency Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Adjusted Eurocurrency Rate;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Adjusted Eurocurrency Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the Adjusted Eurocurrency Rate, a resolution authority with jurisdiction over the administrator for the Adjusted Eurocurrency Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Adjusted Eurocurrency Rate, which states that the administrator of the Adjusted Eurocurrency Rate has ceased or will cease to provide the Adjusted Eurocurrency Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Adjusted Eurocurrency Rate; or

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(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Adjusted Eurocurrency Rate announcing that the Adjusted Eurocurrency Rate is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of, as determined by the Required Lenders, (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Required Lenders by notice to the Borrower, the Administrative Agent and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Adjusted Eurocurrency Rate and solely to the extent that the Adjusted Eurocurrency Rate has not been replaced with a Benchmark Replacement, as determined by the Required Lenders, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Adjusted Eurocurrency Rate for all purposes hereunder in accordance with Section 2.09(i) and (y) ending at the time that a Benchmark Replacement has replaced the Adjusted Eurocurrency Rate for all purposes hereunder pursuant to Section 2.09(i).

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning provided in the first paragraph of this Agreement.

“Borrowing” means the incurrence of Term Loans consisting of one Type by the Borrower from all of the Lenders having Term Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of Eurocurrency Loans the same Interest Period.

“Business Day” means (i) any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York and Wilmington, Delaware are authorized or required by law to close, or are in fact closed and (ii) with respect to any matters relating to Eurocurrency Loans, any day on which dealings in Dollars are carried on in the London interbank market.

“Business Plan” has the meaning assigned to such term in Section 6.16(c)(v)(B).

“CALEA” means the United States Communications Assistance for Law Enforcement Act, codified at 47 U.S.C. § 1001, et seq.

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“CALEA Requirements” means the CALEA implementation and filing requirements imposed by the FCC on telecommunications carriers in the FCC Rules, including Title 47, Part 1, Subpart Z of the Code of Federal Regulations.

“Canadian Contribution Regime” means the Canadian national revenue-based contribution regime which subsidizes the high cost of residential telephone service in rural and remote parts of Canada and which is established and maintained by the CRTC.

“Canadian Contribution Regime Requirements” means the Canadian Contribution Regime contribution and reporting requirements imposed by the CRTC on telecommunications service providers.

“Canadian Defined Benefit Pension Plan” means any Canadian Pension Plan that contains a “defined benefit provision” as such term is defined in subsection 147.1(1) of the Income Tax Act (Canada).

“Canadian Pension Plan” means any “registered pension plan” as defined under section 248(1) of the Income Tax Act (Canada) that is maintained, sponsored or contributed to by the Parent Guarantor or any Subsidiary of the Parent Guarantor with respect to its employees.

“Canadian Pension Plan Event” means (a) the voluntary full or partial wind up of a Canadian Pension Plan; (b) the institution of proceedings by any Governmental Authority to terminate in whole or in part a Canadian Pension Plan or have an administrator appointed to administer such a Canadian Pension Plan; (c) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of, winding up or the appointment of an administrator to administer, any Canadian Pension Plan; (d) substantial non-compliance with any Canadian Pension Plan’s terms or with the requirements of any and all applicable laws, statutes, rules, regulations and orders; or (e) the creation of any Lien (save for contribution amounts not yet due) with respect to any Canadian Pension Plan.

“Capital Distribution” means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

“Capital Lease” as applied to any Person means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, should be accounted for as a capital lease on the balance sheet of that Person.

“Capitalized Lease Obligations” means, with respect to any Person, all obligations under Capital Leases of such Person, without duplication, in each case taken at the amount thereof accounted for as liabilities identified as “capital lease obligations” (or any similar words) on a consolidated balance sheet of such Person prepared in accordance with GAAP.

“Cash Dividend” means a Capital Distribution by a Person payable in cash to the holders of Equity Interests of such Person with respect to any class or series of Equity Interest of such Person.

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“Cash Equivalents” means any of the following:

(i) securities issued or directly and fully guaranteed or insured by the United States or Canadian governments, a Permissible Jurisdiction, Switzerland or Norway or, in each case, or any agency or instrumentality thereof (provided, that the full faith and credit of such country or such member state is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(ii) U.S. dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (x) any Lender, (y) any commercial bank of recognized standing organized under the laws of the United States (or any state thereof or the District of Columbia) and having capital and surplus in excess of $500,000,000 or (z) any commercial bank (or the parent company of such bank) of recognized standing and whose short-term commercial paper rating from S&P is at least A-1, A-2 or the equivalent thereof or from Moody’s is at least P-1, P-2 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than 360 days from the date of acquisition;

(iii) commercial paper issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long-term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within 360 days after the date of acquisition;

(iv) fully collateralized repurchase agreements entered into with any Lender or Approved Bank having a term of not more than 30 days and covering securities described in clause (i) above;

(v) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

(vi) investments in money market funds access to which is provided as part of “sweep” accounts maintained with a Lender or an Approved Bank;

(vii) investments in industrial development revenue bonds that (A) “re-set” interest rates not less frequently than quarterly, (B) are entitled to the benefit of a remarketing arrangement with an established broker dealer, and (C) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by an Approved Bank;

(viii) investments in pooled funds or investment accounts consisting of investments of the nature described in the foregoing clause (vii);

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(ix) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, any province of Canada, any Permissible Jurisdiction, Switzerland or Norway, or by any political subdivision (including any municipality) or taxing authority thereof, rated at least “A1” (or “Prime-1” or MIG-1 or other then equivalent grade) by Moody’s or at least “A” (or A-l, SP1 or other then equivalent grade) by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and having maturities of not more than two years from the date of acquisition; and

(x) with respect to any Non-U.S. Subsidiary of the Parent Guarantor that are not organized in the United States, Canada, a Permissible Jurisdiction, Switzerland or Norway, the approximate equivalent of any of clauses (i) through (ix) above in the country in which such Non-U.S. Subsidiary is organized or maintains deposit accounts.

“Cash Proceeds” means, with respect to (i) any Asset Sale, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Asset Sale, other than the portion of such deferred payment constituting interest, but only as and when so received) received by the Parent Guarantor or any Subsidiary from such Asset Sale, (ii) any Event of Loss, the aggregate cash payments, including all insurance proceeds and proceeds of any award for condemnation or taking, received in connection with such Event of Loss and (iii) the issuance or incurrence of any Indebtedness, the aggregate cash proceeds received by the Parent Guarantor or any Subsidiary in connection with the issuance or incurrence of such Indebtedness.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. §9601 et seq.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued, and the entry into force of the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) on January 1, 2021 shall be deemed not to be a “Change in Law”.

“Change of Control” means:

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Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of forty percent (40%) or more of the Equity Interests of the Parent Guarantor entitled to vote for members of the board of directors or equivalent governing body of the Parent Guarantor on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(ii) the occurrence of a change in control, or other similar provisions, under or with respect to any Material Indebtedness incurred pursuant to Sections 7.04(i) and (l).

Notwithstanding the foregoing, any Holding Company Merger permitted under Section 7.02(a)(ii) shall not constitute a Change of Control. For purposes of this definition, (1) no Change of Control shall be deemed to have occurred solely as a result of a transfer of assets among the Parent Guarantor and the Restricted Subsidiaries and (2) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Charged Company” has the meaning provided in Section 6.10(e).

“Charges” has the meaning provided in Section 11.23.

“CIP Regulations” has the meaning provided in Section 9.07.

“Claims” has the meaning set forth in the definition of “Environmental Claims.”

“Closing Date” means December 28, 2020.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Section references to the Code are to the Code as in effect at the Closing Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” means the U.S. Collateral and the EMEA Facility Collateral; provided, that notwithstanding the foregoing, the Collateral shall not include any property or other assets that does not secure the EMEA Facility Obligations (as defined in the Existing Credit Agreement on the date hereof) on the date hereof (it being understood that this proviso shall not result in the exclusion of any after-acquired or similar types of Collateral arising after the date hereof).

“Commodities Hedge Agreement” means a commodities contract purchased by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business, and not for speculative purposes, with respect to raw materials necessary to the manufacturing or production of goods in connection with the business of the Parent Guarantor and its Subsidiaries.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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“Communications” has the meaning provided in Section 9.16(a).

“Competitor” means any competitor of the Parent Guarantor or its Subsidiaries that directly or indirectly is engaged in the same or similar line of business as the Parent Guarantor or its Subsidiaries.

“Compliance Certificate” has the meaning provided in Section 6.01(c).

“Confidential Information” has the meaning provided in Section 11.15(b).

“Confidentiality Agreement” has the meaning assigned thereto in Section 6.01(o).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes, Canadian capital Taxes or branch profits Taxes.

“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period plus, without duplication, (a) the following to the extent deducted in calculating Consolidated Net Income:

(i) Consolidated Interest Charges;

(ii) Consolidated Income Tax Expense;

(iii) depreciation and amortization expense (including amortization of intangibles, goodwill, debt issue costs and amortization under FAS Rule 123);

(iv) other expenses reducing such Consolidated Net Income (other than the amortization of deferred costs) which do not represent a cash item in such period or any future period (in each case of or by the Parent Guarantor and its Restricted Subsidiaries for such Testing Period) (including non-cash costs and/or expenses incurred pursuant to any management equity plan, stock option plan or any other stock subscription or shareholder agreement and non-cash charges, losses and expenses relating to the impairment of goodwill);

(v) extraordinary, unusual or nonrecurring non-cash charges or non-cash expenses incurred during such Testing Period;

(vi) any provision for the reduction in the carrying value of assets recorded in accordance with GAAP and any non-cash gains (or losses) resulting from mark to market activity as a result of the implementation of Statement of Financial Accounting Standards 133, “Accounting for Derivative Instruments and Hedging Activities” (including specifically any non-cash charge in warrant fair market value or other non-cash compensation);

(vii) any effect of any purchase accounting adjustments in connection with any permitted Investment or permitted Asset Sale;

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(viii) any non-recurring fees and expenses (or any amortization thereof) (including fees of counsel) related to Investments, debt issuances (including amendments and waivers in connection with any such debt issuances), equity issuances or Asset Sales;

(ix) any financial advisory fees, financing arrangement fees, accountant fees, legal fees, rating agency fees, transfer or mortgage recording taxes and other out-of-pocket expenses of Parent Guarantor or any of its Restricted Subsidiaries (including expenses of third parties paid or reimbursed by Parent Guarantor or any of its Restricted Subsidiaries) incurred directly in connection with the Loan Documents and the Credit Facility, any permitted debt issuance, the establishment of rate management transactions permitted under the Loan Documents, and any amendments to any of the foregoing, including any refinancing transaction or any amendment or other modification of any debt instruments, including amendment fees and consent fees;

(x) cash synergies, cost savings, operating expense reductions, other operating improvements, initiatives and other pro forma adjustments to actual historical Consolidated EBITDA in connection with the Transactions or any Specified Transaction, to the extent they are (a) consistent with Regulation S-X of the United States Securities and Exchange Commission, or (b) projected by a financial officer in good faith to be reasonably anticipated to be realizable within eighteen (18) months of the Transactions or such Specified Transaction; provided, that such synergies, cost savings, reductions, improvements, initiatives and other pro forma adjustments (A) shall be directly attributable to the Transactions or such Specified Transaction, (B) shall be factually supportable and (C) shall be reasonably identifiable; and provided, further, that all such amounts under this clause (x)(b), together with any add-backs pursuant to clause (xi), shall not exceed 25% of Pro Forma EBITDA for such period prior to the adjustments for clauses (x)(b) and (xi) in the aggregate;

(xi) restructuring and similar cash charges and costs, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, recruiting costs, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), including any one time expense relating to enhanced accounting function or other transaction costs, provided, that such amounts added back under this clause (xi), together with any add-backs pursuant to clause (x)(b), shall not exceed 25% of Pro Forma EBITDA for such period prior to the adjustments for clauses (x)(b) and (xi) in the aggregate;

(xii) charges, losses or expenses to the extent indemnified, insured, reimbursed or reimbursable or otherwise covered by a third party (to the extent expected to be received by the Parent Guarantor or any Restricted Subsidiary within 365 days);

(xiii) currency translation losses (or any currency hedging losses) for such period; and

(xiv) any loss on early extinguishment of Indebtedness or Swap Obligations;

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minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) all non-cash items increasing Consolidated Net Income other than amounts constituting amortization of deferred revenue (in each case of or by the Parent Guarantor and its Restricted Subsidiaries for such Testing Period), (ii) any deferred income tax benefits and (iii) any interest income.

“Consolidated Income Tax Expense” means, for any period, all provisions for federal, state, local and foreign income taxes of the Parent Guarantor or any of its Restricted Subsidiaries (including any additions to such taxes, and any penalties and interest with respect thereto, and including any franchise taxes to the extent based upon income).

“Consolidated Interest Charges” means, for any Testing Period, the sum of (a) all cash interest payments, in each case to the extent paid, or required to be paid, in cash and treated as interest in accordance with GAAP and (b) the portion of rent expense under Capital Leases that is treated as interest in accordance with GAAP, in each case, of or by the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period; provided, that Consolidated Interest Charges shall not include any upfront fees in connection with any issuance of Indebtedness, any agent fees and any expenses in connection with any issuance or amendment of Indebtedness (whether or not consummated).

“Consolidated Net Income” means, at any date of determination, the net income (or loss) of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period; provided, that Consolidated Net Income shall exclude (a) extraordinary gains and losses for such Testing Period, (b) any net gain or loss arising from the sale of capital assets or discontinuation of operations, (c) any net gain or loss arising from any write-up or write-down of assets for such Testing Period, (d) non-cash gains or losses resulting from fluctuations in currency exchange rates and (e) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its Organizational Documents or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary.

“Consolidated Total Debt” means the sum (without duplication) of all Indebtedness of the type described in clauses (i), (iv) (but only to the extent that any such letter of credit has been drawn and not been reimbursed within two (2) Business Days or cash collateralized), (vii), (ix) (to the extent funded) and (xii) of the definition thereof of the Parent Guarantor and its Restricted Subsidiaries, all as determined on a consolidated basis in accordance with GAAP; provided, that purchase-price adjustments and earn-outs in connection with any permitted Investment shall not constitute Indebtedness for purposes of this definition.

“Consolidated Total Net Leverage Ratio” means, as of any date, the ratio of (i) Consolidated Total Debt on such date, minus the aggregate amount of Qualified Cash as of such date to (ii) Pro Forma EBITDA for the most recently ended Testing Period.

“Continue,” “Continuation” and “Continued” each refers to a continuation of a Eurocurrency Loan for an additional Interest Period as provided in Section 2.10.

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“Convert,” “Conversion” and “Converted” each refers to a conversion of Loans of one Type into Loans of another Type.

“CPNI Requirements” means the implementation, reporting and certification requirements regarding Customer Proprietary Network Information that are imposed by the FCC on telecommunications carriers and VoIP providers in the FCC Rules, including Title 47, Part 64, Subpart U of the Code of Federal Regulations. The term “Customer Proprietary Network Information” has the meaning given to such term in Section 222(h)(1) of the U.S. Communications Act.

“Credit Facility” mean the credit facility established under this Agreement pursuant to which each Lender with a Term Commitment shall make a Term Loan to the Borrower pursuant to such Term Commitment of such Lender.

“Credit Facility Exposure” means, for any Lender at any time, the outstanding aggregate principal amount of the Term Loan made by such Lender, if any.

“Credit Party” means each U.S. Credit Party and each Non-U.S. EMEA Credit Party.

“CRTC” means the Canadian Radio-television and Telecommunications Commission.

“Debtor Relief Laws” means the Bankruptcy Code and any other federal, state, provincial, or foreign bankruptcy or insolvency law, each as now and hereinafter in effect, any successors to such statutes, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), judicial management, administration, examinership or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and any law permitting a debtor to obtain a stay or a compromise or arrangement of the claims of its creditors (including any applicable corporate law relating to arrangements, compromises, reorganizations or restructuring which permits a debtor to seek a compromise or arrangement of a corporation’s debts or a stay of proceedings to enforce any claims of such corporation’s creditors against it).

“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” means, for any day, (i) with respect to any Loan, a rate per annum equal to 2% per annum above the interest rate that is or would be applicable from time to time to such Loan pursuant to Section 2.09(a) or Section 2.09(b), as applicable and (ii) with respect to any other amount, a rate per annum equal to 2% per annum above the rate that would be applicable to Term Loans that are Base Rate Loans pursuant to Section 2.09(a).

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(each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under the Bankruptcy Code or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, in each case, which is still in effect or (iii) become the subject of a Bail-In Action (in each of clauses (i), (ii) and (iii), such Lender or Borrower has provided the Administrative Agent with written notice of same); provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the Parent Guarantor and each Lender.

“Deferred Acquisition Obligations” has the meaning provided in Section 7.04(j).

“Delayed Draw Commitment Termination Date” means the earliest to occur of (a) November 30, 2021, (b) the Maturity Date, (c) the date the Delayed Draw Term Commitments are permanently reduced to zero pursuant to Section 2.03 and (d) the date of termination of the Commitments pursuant to Section 8.02.

“Delayed Draw Loan Exposure” means, with respect to any Lender, as of any date of determination, such Lender’s unused outstanding Delayed Draw Term Commitment and the outstanding principal amount of the Delayed Draw Term Loans made by such Lender.

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“Delayed Draw Term Commitment” means, with respect to each Lender, the amount, if any, set forth opposite such Lender’s name in Schedule 1 hereto as its “Delayed Draw Term Commitment” on the Closing Date or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced or increased from time to time as a result of assignments to or from such Lender pursuant to Section 11.06. As of the Closing Date, the aggregate amount of Delayed Draw Term Commitments is $175,000,000.

“Delayed Draw Term Lender” means a Lender with a Delayed Draw Term Commitment or an outstanding Delayed Draw Term Loan.

“Delayed Draw Term Loan” has the meaning set forth in Section 2.03(b).

“Deposit Account” has the meaning assigned to such term in Article 9 of the UCC.

“Designated Securities Account” means the account of the Parent Guarantor held with the Securities Intermediary and subject to a valid, perfected first priority security interest in favor of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Required Lenders in which certain proceeds of the Delayed Draw Term Loan shall be invested and held in accordance with this Agreement.

“Directed Divestment” means (i) putting, on one or more occasions, any or all of Interoute German Assets (including any equity of the Interoute German Entities) into trust or otherwise subject to the control and/or management by any Person independent of the Parent Guarantor and its Subsidiaries (any, a “Directed Divestment In Trust”) and (ii) any other transfers, conveyances, sales or other dispositions of any or all of the Interoute German Assets, in any case, at the direction (including any order, rule or similar action and, in connection with any Directed Investment In Trust, any request) of the German Federal Ministry for Economic Affairs and Energy (Bundesministeriums für Wirtschaft und Energie) (“BMWi”) or other agency of the German Federal government under or in connection with the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV) (“AWV”) or other German Federal statute.

“Disqualified Equity Interests” means any Equity Interest that (a) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than, subject to clause (d) below, a sale of such Person or Subsidiary, or a “change of control”), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or other Indebtedness or (ii) any Equity Interest referred to in clause (a) above, in each case at any time on or prior to the date that is 91 days after the Maturity Date, (c) requires Cash Dividend payments prior to the date that is 91 days after the Maturity Date, or (d) provides the holders of such Equity Interests with any rights to receive any cash upon the occurrence of a change of control prior to the date on which the Obligations have been irrevocably paid in full, unless the rights to receive such cash are

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contingent on either (x) the Obligations being irrevocably paid in full or (y) the Required Lenders having consented to the change of control giving rise to the right to receive such payment.

“Disqualified Lender” means (i) any Person designated as a “Disqualified Lender” by the Borrower by written notice delivered to the Administrative Agent, the Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors and the Ad Hoc 2020 EMEA Term Lender Group Advisors prior to Closing Date, (ii) any Competitor (other than any Person that is a bona fide debt fund or investment fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business) that has been identified by name in writing to the Administrative Agent from time to time and (iii) any of such Persons’ Affiliates to the extent such Affiliates (x) are clearly identifiable as Affiliates based solely on the similarity of such Affiliates’ names or (y) are identified by name in writing by the Borrower to the Administrative Agent from time to time (other than, in the case of any Affiliate of a Person described in clause (ii), a bona fide debt fund or investment fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business); provided, that the Borrower may supplement such lists with respect to clauses (ii) and (iii) from time to time after the Closing Date (with the consent of the Required Lenders (such consent not to be unreasonably withheld)). Notwithstanding anything contained herein, (x) the Administrative Agent shall be permitted to provide the list of Disqualified Lenders and any supplements thereto to any Lender upon such Lender’s request in connection with the proposed assignment of any Loans or Commitments and/or sale of participations and (y) in no event shall any such supplement or update apply retroactively to disqualify any Persons that have previously acquired an assignment (or entered into a binding confirmation for the acquisition of an assignment) or participation interest in the Loans or Commitments that was otherwise permitted prior to such permitted supplement or update.

“Dollar Amount” means at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount expressed in a foreign currency, such amount converted to Dollars pursuant to Section 1.04(b).

“Dollars,” “U.S. Dollars” and the sign “$” each means lawful money of the United States.

“Dutch Civil Code” means the Dutch Civil Code (Burgerlijk Wetboek).

“Early Opt-in Election” means the occurrence of:

(1) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.09(i) are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Adjusted Eurocurrency Rate, and

(2) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision by the Required Lenders of written notice of such election to the Administrative Agent and the Borrower.

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“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, and (iv) any other Person (other than a natural Person) approved by (A) the Administrative Agent and (B) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed (and, other than with respect to any prospective assignment or transfer to a Disqualified Lender, the Borrower shall be deemed to have consented if it fails to object to any assignment within five (5) Business Days after it received written notice thereof)); provided, however, no such approval of the Administrative Agent or the Borrower shall be required in connection with assignments to any Lender under the Credit Facility or any Affiliate thereof and no such approval of the Borrower shall be required in connection with assignments (x) to any Lender under the Existing Credit Agreement or any Affiliate thereof or (y) to the extent in connection with any initial syndication of the Commitments, to any holder of 2024 Notes or any Affiliate thereof; and, provided, further, that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the Parent Guarantor or any of the Parent Guarantor’s Affiliates or Subsidiaries, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y) or (z) any Disqualified Lender, unless the Borrower has otherwise consented, provided, that (A) such consent of the Borrower shall not be required for assignments to a Disqualified Lender if a Specified Event of Default has occurred and is continuing and (B) no assignment shall be made to a Disqualified Lender that is a Competitor without the consent of the Borrower under any circumstances.

“Eligible Participant” means any financial institution; provided, however, that notwithstanding the foregoing, “Eligible Participant” shall not include (x) the Parent Guarantor or any of the Parent Guarantor’s Affiliates or Subsidiaries, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y), or (z) any Disqualified Lender, unless the Borrower has otherwise consented; provided, further, that (A) such consent of the Borrower shall not be required for sale of a participation to a Disqualified Lender if a Specified Event of Default has occurred and is continuing and (B) no sale of a participation shall be made to a Disqualified Lender that is a Competitor without the consent of the Borrower under any circumstances.

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“EMEA Facility Collateral” means the “Collateral” (or equivalent term) as defined in any applicable EMEA Facility Security Document, together with any other assets (whether Real Property or personal property) pledged pursuant to any EMEA Facility Security Document.

“EMEA Facility Security Documents” means any Non-U.S. Security Agreement, each Additional Security Document, each Mortgage, any UCC financing statement, and any similar filings and any document pursuant to which any Lien is granted or perfected by any Credit Party to the Administrative Agent as security for any of the Non-U.S. EMEA Credit Party Obligations.

“EMEA Ratio Debt Cap” means a cap of $25,000,000.

“Environmental Claims” means any and all regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law (hereafter “Claims”), including (i) any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or Release (as defined in CERCLA) of any Hazardous Materials or arising from alleged injury or threat of injury to the environment.

“Environmental Law” means any applicable Federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial interpretation thereof, including any judicial or administrative order, consent decree or judgment issued to or rendered against the Parent Guarantor or any of its Subsidiaries relating to the protection of the environment or employee health and safety, or to Hazardous Materials, including CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state, provincial and local or foreign counterparts or equivalents, in each case as amended from time to time.

“Equity Interest” means with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting) of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) or any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, but in no event will Equity Interest include any debt securities convertible or exchangeable into equity unless and until actually converted or exchanged or any Permitted Convertible Indebtedness Call Transactions.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are

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to ERISA, as in effect at the Closing Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means, in respect of a U.S. Plan, each Person (as defined in Section 3(9) of ERISA), which together with the Parent Guarantor or a Subsidiary of the Parent Guarantor, would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(i) of ERISA.

“ERISA Event” means, in respect of a U.S. Plan: (i) that a Reportable Event has occurred with respect to any U.S. Plan; (ii) the institution of any steps by the Parent Guarantor or any Subsidiary, any ERISA Affiliate, the PBGC or a plan administrator to terminate any U.S. Plan or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a U.S. Plan; (iii) the institution of any steps by the Parent Guarantor or any Subsidiary or any ERISA Affiliate to withdraw from any Multi-Employer Plan or Multiple Employer Plan, if such withdrawal would be reasonably likely to result in withdrawal liability (as described in Part 1 of Subtitle E of Title IV of ERISA or in Section 4063 of ERISA) in excess of $1,000,000; (iv) a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code in connection with any U.S. Plan; (v) that a U.S. Plan has Unfunded Benefit Liabilities exceeding $1,000,000; (vi) the cessation of operations at a facility of the Parent Guarantor or any Subsidiary or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (vii) the conditions for imposition of a Lien under Section 303(k) of ERISA shall have been met with respect to a U.S. Plan; (viii) the adoption of an amendment to a U.S. Plan requiring the provision of security to such U.S. Plan pursuant to Section 206(g) of ERISA; (ix) a notice received by Parent Guarantor or any Subsidiary or any ERISA Affiliate indicating that a Multiemployer Plan is subject to termination under Section 4041A of ERISA or insolvency under Section 4245 of ERISA; (x) any material increase in the contingent liability of the Parent Guarantor or any Subsidiary with respect to any post-retirement welfare liability; or (xi) the taking of any action by, or the threatening of the taking of any action by, the Internal Revenue Service, the Department of Labor or the PBGC with respect to any of the foregoing.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Euro”, “Eurocurrency” and the sign “€” each means the single currency of any member state of the European Union that adopts or has adopted, and in each case continues to adopt, the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Eurocurrency Loan” means at any date each Loan bearing interest at a rate based upon the Adjusted Eurocurrency Rate.

“European Insolvency Regulation” has the meaning provided in Section 5.18.

“Event of Default” has the meaning provided in Section 8.01.

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“Event of Loss” means, with respect to any property, (i) the actual or constructive total loss of such property or the use thereof resulting from destruction, damage beyond repair, or the rendition of such property permanently unfit for normal use from any casualty or similar occurrence whatsoever, (ii) the destruction or damage of a portion of such property from any casualty or similar occurrence whatsoever, (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, any property, or (iv) in the case of any property located upon a leasehold, the termination or expiration of such leasehold.

“Excluded Subsidiary” means (i) any Unrestricted Subsidiary solely to the extent in existence as of the Closing Date, (ii) any Immaterial Subsidiary other than, at the option of the Borrower, any Immaterial Subsidiary designated by the Borrower as a Subsidiary Guarantor, (iii) any bona fide joint venture entered into for legitimate business purposes, (iv) any Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date and disclosed to the Administrative Agent in writing (or, if later, existing on the date such Subsidiary becomes a Restricted Subsidiary, so long as such contractual restriction was not created in contemplation of the provision of a guaranty) from guaranteeing the Obligations or which would require consent, approval, license or authorization from any Governmental Authority to provide a guarantee unless such consent, approval, license or authorization has been received, after giving effect to the anti-assignment provision of the UCC and other applicable law, (v) captive insurance companies, (vi) not-for-profit Subsidiaries and (vii) any Non-U.S. Subsidiary that is not required to become a Subsidiary Guarantor pursuant to the Agreed Security Principles.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, Canadian capital Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Commitment (or in the case of a Loan not funded pursuant to a prior Commitment, an applicable interest in such Loan) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.05) or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its Applicable Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.03(g), (d) any withholding Taxes imposed under FATCA, (e) any Canadian withholding Tax resulting from (i) such Recipient not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with any Credit Party at the time of making such payment, or (ii) such Recipient being, or not dealing at arm’s length with, a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of a Credit Party at the time of such payment (in each case, other than where the non-arm’s length relationship arises, or where the Recipient is a “specified shareholder” or does not deal at arm’s length with a “specified shareholder”), (f) Taxes assessed on a Recipient under the laws of the

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Netherlands, if and to the extent such Taxes become payable as a result of such Recipient having a substantial interest (aanmerkelijk belang) as defined in the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) in a Credit Party and (g) Taxes imposed by the Netherlands pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), in each case on account of the Recipient having executed, delivered, become a party to, received payments under or received or perfected a security interest under or received or enforced any rights under or in respect of this Agreement or any Loan Document, but, for the avoidance of doubt, shall not include any Swiss Withholding Tax.

“Existing Agent” means KeyBank National Association, as the administrative agent under the Existing Credit Agreement and its successors and assigns.

“Existing Credit Agreement” means the Credit Agreement, dated as of May 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the Parent Guarantor and the Borrower, as borrowers, the lenders party thereto from time to time and the Existing Agent.

“Existing Credit Agreement Amendment” means the Amendment No. 4 to Credit Agreement and Consent, dated as of the Closing Date, by and among the Parent Guarantor, the Borrower, the Subsidiaries of the Parent Guarantor party thereto, the lenders party thereto and the Existing Agent.

“Existing Infrastructure Sale Agreement” means that certain Sale and Purchase Agreement, dated October 16, 2020 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time but without giving effect to any amendment, waiver, supplement or other modification that is materially adverse to the Lenders to which the Required Lenders hereunder have not agreed to in writing (which may be by e-mail from the Ad Hoc Lender Group Advisors)), between the Parent Guarantor, Global Telecom and Technology Holdings Ireland Limited, Hibernia NGS Limited, GTT Holdings Limited and Cube Telecom Bidco Limited.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreements with respect thereto (including any applicable law implementing such agreements) and any current or future regulations or official interpretations thereof.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“FCC” means the United States Federal Communications Commission and any successor thereto.

“FCC Rules” means Title 47 of the Code of Federal Regulations, as may be amended or supplemented from time to time, and FCC decisions, policies, reports and orders issued pursuant to the adoption of such regulations.

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“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Required Lenders.

“Fee Letter” means the Fee Letter, dated as of December 28, 2020 (as amended, supplemented or modified), among the Borrower and the Administrative Agent.

“Financial Officer” means the chief executive officer, the president or the chief financial officer of the Parent Guarantor.

“Fitch” means Fitch Ratings Inc. and its successors.

“Flood Hazard Property” means any Real Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Forbearance Agreements” means the Lender Forbearance Agreement and the Noteholder Forbearance Agreement.

“Foreign Lender” means a Lender that is resident or organized under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia.

“Funding Conditions Provision” means the provisions set forth in Section 6.10(e).

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“German Tax Obligations” means all amounts payable pursuant to one or more assessments by the German tax authorities including by the German Federal Central Tax Office (Bundeszentralamt für Steuern) in respect of the taxation year ended December 31, 2018.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning provided in Section 11.06(f).

“Guarantor” means each U.S. Credit Party and each Non-U.S. Subsidiary Guarantor.

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“Guaranty Agreements” means, collectively, the U.S. Subsidiary Guaranties and any Non-U.S. Subsidiary Guaranties.

“Guaranty Obligations” means as to any Person (without duplication) any obligation of such Person guaranteeing any Indebtedness (“primary Indebtedness”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent: (i) to purchase any such primary Indebtedness or any property constituting direct or indirect security therefore; (ii) to advance or supply funds for the purchase or payment of any such primary Indebtedness or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary Indebtedness of the ability of the primary obligor to make payment of such primary Indebtedness; or (iv) otherwise to assure or hold harmless the owner of such primary Indebtedness against loss in respect thereof, provided, however, that the definition of “Guaranty Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary Indebtedness in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder).

“Hazardous Materials” means (i) any petrochemical or petroleum products, radioactive materials, asbestos in any form that is or would become friable, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; and (ii) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted hazardous materials,” “extremely hazardous wastes,” “restrictive hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar meaning and regulatory effect, under any applicable Environmental Law.

“Hedge Agreement” means (i) any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or other similar interest rate management agreement or arrangement, (ii) any currency swap or option agreement, foreign exchange contract, forward currency purchase agreement or similar currency management agreement or arrangement or (iii) any Commodities Hedge Agreement. For the avoidance of doubt, any Permitted Equity Derivatives will not constitute obligations in respect of any Hedging Agreement.

“Hedging Obligations” means all obligations of any Credit Party under and in respect of any Hedge Agreements.

“Hibernia Atlantic Cable System” means Hibernia Atlantic Cable System Limited, a private company limited by shares incorporated under the laws of Ireland.

“Hibernia Express Entities” means, collectively, Hibernia Express (Ireland) Limited, a private company limited by shares incorporated under the laws of Ireland, Hibernia Express (UK) Limited, a

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private limited liability company incorporated in England and Wales, and Hibernia Express (Canada) Limited, a limited company incorporated under the laws of the Province of Nova Scotia.

“Holding Company Merger” means the merger of the Parent Guarantor into a wholly-owned, indirect subsidiary of the Parent Guarantor in accordance with Delaware General Corporation Law Section 251(g), with the Parent Guarantor as the surviving corporation of such merger, pursuant to which the Parent Guarantor becomes a wholly owned subsidiary of a corporation organized under the United States (“New Parent”) described in Schedule 1.01(g).

“Immaterial Subsidiary” means, on any date, any Restricted Subsidiary of the Parent Guarantor (a) that has been designated as an “Immaterial Subsidiary” pursuant to a written notice delivered by the Parent Guarantor to the Administrative Agent (or identified in this definition) from time to time and (b) that did not, as of the last day of the most recently ended Testing Period, have (i) individually, either (A) assets with a value in excess of 5.0% of total assets of, or (B) revenues in an amount in excess of 5.0% of the total revenues of, the Parent Guarantor and its Restricted Subsidiaries (or in the case of any non-U.S. Subsidiary of the Parent Guarantor, in excess of 5.0% of the total revenues or assets, as applicable, of all non-U.S. Subsidiaries of the Parent Guarantor, collectively) on a consolidated basis for the most recently ended Testing Period or (ii) collectively, with all other Restricted Subsidiaries designated as Immaterial Subsidiaries pursuant to this definition that would otherwise be required to be Subsidiary Guarantors, either (A) assets with a value in excess of 10.0% of total assets of, or (B) revenues in an amount in excess of 10.0% of the total revenues of, the Parent Guarantor and its Restricted Subsidiaries (or in the case of any non-U.S. Subsidiary of the Parent Guarantor, in excess of 10.0% of the total revenues or assets, as applicable, of all non-U.S. Subsidiaries of the Parent Guarantor, collectively) on a consolidated basis for the most recently ended Testing Period. As of the Closing Date, the Immaterial Subsidiaries are listed on Schedule 1.01(d). For the avoidance of doubt, any Person that becomes a Subsidiary Guarantor hereunder shall cease to be an Immaterial Subsidiary for purposes of this definition.

“Indebtedness” of any Person means without duplication:

(i) all indebtedness of such Person for borrowed money;

(ii) all indebtedness evidenced by bonds, notes, debentures, loan agreements and similar debt securities of such Person;

(iii) the deferred purchase price of capital assets or services that in accordance with GAAP would be shown on the liability side of the balance sheet of such Person;

(iv) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder;

(v) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances;

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(vi) all indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such indebtedness has been assumed;

(vii) all Capitalized Lease Obligations and Purchase Money Indebtedness of such Person;

(viii) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases of such Person;

(ix) [reserved];

(x) [reserved];

(xi) all net obligations of such Person under Hedge Agreements;

(xii) all Disqualified Equity Interests of such Person;

(xiii) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse), other than in any such case any thereof sold solely for purposes of collection of delinquent accounts;

(xiv) purchase price adjustments or earn-outs related to any permitted Investment, to the extent such adjustment or earn-out would be shown on the liability side of the balance sheet Person in accordance with GAAP; and

(xv) all Guaranty Obligations of such Person;

provided, however, that (a) neither trade payables (other than trade payables outstanding for more than 90 days after the date such trade payables were created), deferred revenue, taxes nor other similar accrued expenses, in each case arising in the ordinary course of business, shall constitute Indebtedness; and (b) the Indebtedness of any Person shall in any event include (without duplication) the Indebtedness of any other entity (including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide expressly that such Person is not liable thereon.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning provided in Section 11.02.

“InfraCo” means the Person(s) operating the Infrastructure Business after giving effect to the consummation of the Transaction (as defined in the Existing Infrastructure Sale Agreement).

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“Infrastructure Business” means the business of the Parent Guarantor and/or its Restricted Subsidiaries of providing Pan-European, North American, sub-sea and trans-Atlantic fiber network and data center infrastructure services to customers.

“Infrastructure Reorganization” means (i) at any time during the effectiveness of the Existing Infrastructure Sale Agreement, the consummation of the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) and/or any other internal reorganization that is undertaken in connection with or related to the Reorganisation (as defined in the Existing Infrastructure Sale Agreement) for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, in each case, in whole or in part, and in compliance with the Infrastructure Reorganization Principles and (ii) at any time during the effectiveness of a Replacement Infrastructure Sale Agreement, the consummation of any internal corporate reorganization by the Parent Guarantor and/or its Subsidiaries, in whole or in part, that is undertaken for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, as determined in good faith by the Parent Guarantor and that is in compliance with the Infrastructure Reorganization Principles.

“Infrastructure Reorganization Principles” means, if any asset constituting Collateral is transferred to a Subsidiary that is organized or incorporated under the laws of Canada, the Cayman Islands, Germany, Ireland, the Netherlands, Sweden, Switzerland, the United Kingdom or the United States pursuant to an Infrastructure Reorganization then, (i) such Subsidiary shall (x) be a Guarantor at the time of such transfer or (y) become a Guarantor in the manner set forth in Section 6.09(b) and (ii) such asset shall become Collateral as soon as practicable thereafter; provided that no Infrastructure Reorganization shall result in all or substantially all of the Collateral being released from the security interest of the Administrative Agent or a material impairment of the security interest of the Administrative Agent in the Collateral, taken as a whole.

“Infrastructure Sale Agreement” means (a) at any time that the Existing Infrastructure Sale Agreement is in effect, the Existing Infrastructure Sale Agreement and (b) at any time after the Existing Infrastructure Sale Agreement is terminated, any Replacement Infrastructure Sale Agreement that is in effect at such time.

“Initial Budget” has the meaning provided in Section 4.01(xi).

“Initial Term Commitment” means, with respect to each Lender, the amount, if any, set forth opposite such Lender’s name in Schedule 1 hereto as its “Initial Term Commitment” on the Closing Date or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06. As of the Closing Date, the aggregate amount of Initial Term Commitments is $100,000,000.

“Initial Term Lender” means a Lender with an Initial Term Commitment and/or an outstanding Initial Term Loan, as the context may require.

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“Initial Term Loan” has the meaning provided in Section 2.03(a).

“Insolvency Event” means, with respect to any Person:

(i) the commencement of a voluntary case by such Person under the Bankruptcy Code or the seeking of relief by such Person under any Debtor Relief Law or analogous law in any jurisdiction outside of the United States;

(ii) the commencement of an involuntary case against such Person under the Bankruptcy Code, any Debtor Relief Law or any analogous law in any jurisdiction outside of the United States and the petition is not controverted or dismissed within 60 days after commencement of the case and where an “involuntary case” will be construed to include any filing, application, process or proceeding under any Debtor Relief Law initiated or commenced by a Person other than such Person;

(iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of such Person;

(iv) such Person commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, administrative receiver, receiver-manager, administrator, judicial manager, mandataire ad hoc, conciliateur, compulsory manager, custodian, trustee, monitor, conservator or liquidator (collectively, a “conservator”) of such Person or all or any substantial portion of its property) any other proceeding under any Debtor Relief Law or similar law of any jurisdiction whether now or hereafter in effect relating to such Person (other than pursuant to a transaction permitted by Section 7.02(i));

(v) any such proceeding of the type set forth in clause (iv) above is commenced against such Person to the extent such proceeding is consented to by such Person or remains undismissed for a period of 60 days;

(vi) such Person is adjudicated insolvent or bankrupt, or is deemed to, or is declared to, be unable to pay its debts under applicable law;

(vii) any order of relief or other order approving any such case or proceeding is entered;

(viii) such Person makes any compromise or arrangement with or general assignment for the benefit of creditors, or generally does not pay its debts as such debts become due;

(ix) a moratorium is declared in respect of any indebtedness of any such Person. If a moratorium occurs, the ending of the moratorium will not remedy an Event of Default caused by that moratorium;

(x) in the case of any Person organized under the laws of in Germany is overindebted within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung);

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(xi) in the case of any Person organized under the laws of Singapore, and in addition to any of the events in clauses (i) through (ix) above, any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments a moratorium of any indebtedness or winding-up of such Person; or

(xii) in the case of any Person organized under the laws of the Netherlands, and in addition to any of the events in clauses (i) through (ix) above, the occurrence or commencement of any bankruptcy (faillissement), administration (onderbewindstelling), moratorium (surseance van betaling) and any other event whereby such Person is limited in the right to dispose of its assets and which includes a Dutch entity having filed a notice under Section 36 of the Dutch Tax Collection Act (Invorderingswet 1990) or Section 60 of the Dutch Social Insurance Financing Act (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Dutch Tax Collection Act.

For purpose of this definition, (a) a winding-up, administration or dissolution with respect to a Person organized under the laws of the Netherlands, include such person being declared bankrupt (failliet verklaard) or dissolved (ontbonden), (b) a liquidator includes a curator, (c) an administrator includes a bewindvoerder, and (d) a receiver or an administrative receiver does not include a curator.

“Intellectual Property” has the meaning provided in the U.S. Security Agreement (or, as it relates to any non-U.S. property, the applicable Security Document).

“Intercompany Subordination Agreement” means the Intercompany Subordination Agreement substantially in the form of Exhibit I hereto.

“Interest Period” means, with respect to each Eurocurrency Loan, a period of one month; provided, however, that (i) the initial Interest Period for any Borrowing of such Eurocurrency Loan shall commence on the date of such Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, however, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) the final Interest Period for any Eurocurrency Loan shall end on the Maturity Date for such Credit Facility; (v) notwithstanding anything to the contrary in this Agreement, the Interest Period for the Initial Term Loan shall end on the day immediately prior to a borrowing of the Delayed Draw Term Loan with the next succeeding Interest Period commencing on the date of such Borrowing of a Delayed Draw Term Loan and (vi) if, with respect to any Eurocurrency Loans, upon the expiration of any Interest Period, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to the Borrowing as provided above, the Borrower shall be deemed to

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have elected to Continue such Borrowing as a Eurocurrency Loan effective as of the expiration date of such current Interest Period in effect.

“Interoute” means Interoute Communications Holdings S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg.

“Interoute German Assets” means the Equity Interests issued by and the assets of the Interoute German Entities, together with the liabilities of, including all Indebtedness of, the Interoute German Entities.

“Interoute German Entities” means GTT GmbH, GTT Communications Services GmbH and GTT Networks GmbH.

“Investment” means: (i) any direct or indirect purchase or other acquisition by a Person of any Equity Interest of any other Person; (ii) any loan, advance (other than deposits with financial institutions available for withdrawal on demand), capital contribution or extension of credit to, guarantee or assumption of debt or purchase or other acquisition of any other Indebtedness of, any Person by any other Person; or (iii) the purchase, acquisition or investment of or in any stocks, bonds, mutual funds, notes, debentures or other securities, or any deposit account, certificate of deposit or other investment of any kind. For the avoidance of doubt, Permitted Equity Derivatives and acquisitions of or licenses for intellectual property or tangible assets used or useful in a Permitted Business do not constitute Investments.

“Investment Grade Securities” means: (a) debt securities or debt instruments with a rating of “A-” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding any debt securities or instruments constituting loans or advances among the Parent Guarantor and its Subsidiaries; and (b) investments in any fund that invests exclusively in investments of the type described in clause (a) above which fund may also hold cash and Cash Equivalents pending investment or distribution.

“Irish Security Agreements” means the Non-U.S. Security Agreements governed by the laws of Ireland.

“Irish Security Documents” means the Irish Security Agreements, each Additional Security Document governed by the laws of Ireland and any document governed by Irish law pursuant to which any Lien is granted or perfected by any Credit Party to the Administrative Agent as security for any of the Obligations.

“Irish Security Property” means:

(i) the Liens expressed to be granted under the Irish Security Documents in favor of the Administrative Agent for the Secured Creditors and all proceeds of those Liens;

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(ii) all obligations expressed to be undertaken by a Credit Party to pay amounts in respect of the Obligations to the Administrative Agent for the Secured Creditors and secured by the Irish Security Documents together with all representations and warranties expressed to be given by a Credit Party in favor of the Administrative Agent for the Secured Creditors; and

(iii) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Administrative Agent, by the terms of the Irish Security Documents, holds on trust for the Secured Creditors.

“IRU” has the meaning provided in the definition of “Ordinary Course Dispositions”.

“ISEDC” means Innovation, Science and Economic Development Canada (formerly Industry Canada).

“Junior Lien Debt Documents” means, collectively, any loan agreements, indentures, note purchase agreements, promissory notes, guarantees and other instruments and agreements evidencing the terms of any Junior Lien Indebtedness.

“Junior Lien Indebtedness” means any Indebtedness that is secured by Liens that are junior to the Liens securing any Obligations.

“Key Customer” means key customers listed on Schedule 7.03(h).

“Key Customer Lien” means a Lien granted to a Key Customer who is under arrangements similar to those of the Microsoft Permitted Liens and consistent with past practice and in the ordinary course of business to secure obligations owed to such Key Customer and existing on property of any Credit Party as of the Closing Date.

“KPI Report” means the KPI Report delivered by the Borrower to the Ad Hoc Lender Group Advisors and Ad Hoc Noteholder Group Advisors prior to the Closing Date.

“Landing Site” means each manhole associated with the trans-Atlantic fiber optic cable systems of the Parent Guarantor and its Subsidiaries, each location under or over which such trans-Atlantic fiber optic cable systems transverse between any such manhole and the corresponding cable landing station, and each cable landing station associated with such trans-Atlantic fiber optic cable systems, whether located on property that is owned, leased or licensed by the Parent Guarantor or any of its Subsidiaries. As of the Closing Date, each Landing Site is listed on Schedule 1.01(f).

“Leaseholds” of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

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“Legal Reservations” means, with respect to the Non-U.S. EMEA Credit Parties or (solely with respect to assets pledged under laws other than the United States, any State thereof, or the District of Columbia) any U.S. Credit Party:

(i) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(ii) the time barring of claims under the Limitation Acts or any applicable limitation statutes, the possibility that an undertaking to assume liability for or indemnify a person against nonpayment of stamp duty may be void and defenses of set-off or counterclaim;

(iii) the principle that in certain circumstances security granted by way of fixed charge may be recharacterised by a court as a floating charge or that security purported to be constituted as an assignment may be recharacterised as a charge;

(iv) the principle that additional interest or payment of compensation imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(v) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant or the court itself has made an order for costs;

(vi) the principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which security has purportedly been created;

(vii) any other matters which are set out as qualifications or reservations (however described) as to matters of non-U.S. law in the legal opinions provided in respect of this Agreement;

(viii) the principle that the legality, validity, binding nature or enforceability of any Security Document which is not governed by the laws of the jurisdiction where the asset or assets purported to be secured under that Security Document are situated may be flawed with respect to such assets; and

(ix) similar principles, rights and defenses under the laws of any jurisdiction of organization of any Credit Party or any jurisdiction whose laws govern the provisions of security interests in assets of such Credit Party.

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“Lender Forbearance Agreement” has the meaning specified in Section 4.01(x)(C).

“Lender Register” has the meaning provided in Section 2.08(b).

“Licenses” means the U.S. Communications Licenses, the Non-U.S. Communications Licenses and all licenses, permits, authorizations, determinations, and registrations issued by any Governmental Authority to the Parent Guarantor or any of its Subsidiaries in connection with such Person’s activities or the conduct of its business.

“Lien” means any mortgage, pledge, security interest, hypothecation, encumbrance, standard security, assignation in security, trust or deemed trust, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

“Limitation Acts” means the Limitation Act 1980, the Foreign Limitation Periods Act 1984, the Irish Statutes of Limitation 1957 to 2000 and the Prescription and Limitation Scotland Act 1973.

“Loan” means any Term Loan.

“Loan Documents” means this Agreement, the Notes, the Guaranty Agreements, the Security Documents, the Fee Letter, the Intercompany Subordination Agreement, any Additional Credit Extension Amendment and any intercreditor agreement (including the Priming Facility Intercreditor Agreement) entered into by the Administrative Agent pursuant to the terms hereof.

“Make-Whole Premium” means, as of the date of any Triggering Event, an amount equal to the sum of:

(a) all remaining required interest payments due on the outstanding Term Loans subject to such Triggering Event through December 31, 2021, calculated on the basis of the interest rate with respect to the Term Loans that is then in effect on the basis of actual days elapsed over a year of 365 days; provided that no amounts under this clause (a) shall be payable as a result of, and any amounts paid (or deemed paid) or otherwise payable pursuant to this clause (a) shall be automatically and retroactively waived (without the need to take any other action) following the occurrence of, any of the following (this proviso is herein after referred to as the “Make-Whole Premium Exceptions”):

(i) any prepayment or repayment of Term Loans pursuant to Section 2.13(c)(v), solely to the extent that the Required Lenders have approved the applicable Asset Sale in writing, in advance (which approval shall not be unreasonably withheld or delayed) (it being understood and agreed that the sale of the Infrastructure Business in accordance with the Existing

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Infrastructure Sale Agreement (without giving effect to any amendments, waivers, supplements or other modifications that are materially adverse to the Lenders hereunder)) shall be deemed to be approved by the Required Lenders;

(ii) any prepayment or repayment of Term Loans with the cash proceeds from any disposition of assets consummated during the pendency of any Insolvency Event, including pursuant to Section 363 of the Bankruptcy Code or otherwise, in each case, solely to the extent that the Required Lenders have approved the applicable disposition in writing, in advance (which approval shall not be unreasonably withheld or delayed); and

(iii) any prepayment or repayment, or any deemed prepayment or repayment, of Term Loans with the proceeds of, or in connection with the “roll up” or deemed “roll up” of Term Loans into, any post-petition financing under Section 364 of the Bankruptcy Code or any comparable provision of other Federal, state or foreign bankruptcy, insolvency, receivership or similar law; and

(b) a premium equal to 3.0% of the aggregate principal amount of the Term Loans subject to such Triggering Event.

“Margin Stock” has the meaning provided in Regulation U.

“Material Adverse Effect” means any or all of the following: (i) any material adverse effect on the business, operations, property, assets, liabilities or financial condition of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole; (ii) any material adverse effect on the ability of the Parent Guarantor, the Borrower and the other Credit Parties, taken as a whole, to perform their obligations under any of the Loan Documents to which they are party; (iii) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the validity, effectiveness or enforceability, as against the Credit Parties, taken as a whole, of any of the Loan Documents to which they are a party; (iv) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the rights and remedies of the Administrative Agent or any Lender under any Loan Document; or (v) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the validity, perfection or priority of any material Lien in favor of the Administrative Agent on any of the Collateral.

“Material Contract” means each contract or agreement to which the Parent Guarantor or any of its Restricted Subsidiaries is a party, which if violated or terminated (other than contracts that by their terms may be terminated by the Parent Guarantor or such Restricted Subsidiary in the ordinary course of its business or which are replaced within 30 days of termination) would reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means, as to the Parent Guarantor or any of its Restricted Subsidiaries, any particular Indebtedness (other than any intercompany Indebtedness between or among Parent Guarantor and/or any of its Restricted Subsidiaries) of the type described in clauses (i), (ii) or (ix) of the definition thereof of the Parent Guarantor or such Restricted Subsidiary (including any Guaranty

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Obligations in respect of Indebtedness of the type described in clauses (i), (ii) or (ix) of the definition thereof) in excess of the aggregate principal amount of $50,000,000.

“Maturity Date” means the earlier to occur of (i) the date on which the disposition of the Infrastructure Business has been consummated in accordance with the terms of an Infrastructure Sale Agreement and (ii) the first anniversary of the Closing Date; provided, however, that if the Existing Infrastructure Sale Agreement is terminated, the “Maturity Date” shall be the date that is 60 days after the date of such termination, unless a Replacement Infrastructure Sale Agreement is effective within 45 days after the date of such termination.

“Maximum Rate” has the meaning provided in Section 11.23.

“Microsoft” means Microsoft Ireland Operations Limited.

“Microsoft Hibernia Atlantic Liens” means the Liens granted by Hibernia Atlantic Cable System pursuant to the Assignment of System Agreements by Way of Security, dated as of May 31, 2016, in favor of Microsoft, which Liens secure certain obligations of Hibernia Atlantic Cable System pursuant to (a) the IRU Agreement, dated as of June 17, 2014, between Hibernia Atlantic Cable System and Microsoft, as amended by Amendment No. 1, dated as of May 31, 2016, and (b) the Operations, Maintenance & Colocation Services Agreement, dated as of June 17, 2014, among Hibernia Atlantic Cable System, Interoute and Microsoft.

“Microsoft Hibernia Express Liens” means the Liens existing as of the Closing Date and granted by the Hibernia Express Entities pursuant to the Assignment of System Agreements by Way of Security, dated as of May 31, 2016, in favor of Microsoft, which Liens secure certain obligations of the Hibernia Express Entities pursuant to (a) the IRU Agreement, dated as of June 17, 2014, among the Hibernia Express Entities and Microsoft, as amended by Amendment No. 1, dated as of July 3, 2014, Amendment No. 2, dated as of September 21, 2015, Amendment No. 3, dated as of February 25, 2016, and Amendment No. 4, dated as of May 31, 2016, and (b) the Operations, Maintenance & Colocation Services Agreement, dated as of June 17, 2014, among the Hibernia Express Entities, Interoute and Microsoft.

“Microsoft Permitted Liens” means the Microsoft Hibernia Atlantic Liens and the Microsoft Hibernia Express Liens.

“Milestone” has the meaning provided in Section 6.16(c).

“Minimum Borrowing Amount” means (i) with respect to any Base Rate Loan, $500,000, with minimum increments thereafter of $100,000 and (ii) with respect to any Eurocurrency Loan, $500,000, with minimum increments thereafter of $100,000.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

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a Mortgaged Real Property (it being agreed that, in the case of any Mortgaged Real Property listed on Schedule 1.01(c), the form and substance of the equivalent document delivered in connection with the Existing Credit Agreement is satisfactory to the Administrative Agent), as the same may from time to time be amended, restated or otherwise modified.

“Mortgaged Real Property” means each of the parcels of real property set forth on Schedule 1.01(c) hereto, or interests therein, owned by a Credit Party, together with each other parcel of Real Property that shall become subject to a Mortgage after the Closing Date in accordance with Section 6.10(a), in each case together with all of such Credit Party’s right, title and interest in the improvements and buildings thereon and all appurtenances, easements or other rights belonging thereto.

“Multi-Employer Plan” means a multi-employer plan, as defined in Section 4001(a)(3) of ERISA to which the Parent Guarantor or any Subsidiary of the Parent Guarantor or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the preceding five plan years made or accrued an obligation to make contributions, but does not include a Canadian Pension Plan.

“Multiple Employer Plan” means an employee benefit plan subject to Title IV of ERISA, other than a Multi-Employer Plan or a Canadian Pension Plan, to which the Parent Guarantor or any Subsidiary of the Parent Guarantor or any ERISA Affiliate, and one or more employers other than the Parent Guarantor or a Subsidiary of the Parent Guarantor or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Parent Guarantor or a Subsidiary of the Parent Guarantor or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“National Flood Insurance Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the 1934 Act.

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such Event of Loss and the payment of principal, premium and interest of Indebtedness (other than the Obligations) secured by a lien on the asset that is the subject of the Event of Loss that is senior to the lien thereon (if any) securing the Obligations, and required to be, and that is, repaid under the terms thereof as a result of such Event of Loss, and (B) incremental federal, state, provincial, local and foreign income taxes paid or payable as a result thereof; and (iii) the incurrence or issuance of any Indebtedness, the Cash Proceeds resulting therefrom net of reasonable and customary fees and expenses incurred in connection therewith and net of the repayment or payment of any Indebtedness or obligation intended to be repaid or paid with the proceeds of such Indebtedness; in the case of each of clauses (i), (ii) and (iii), to the extent, but only to the extent, that the amounts so deducted are (x) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or any of its Subsidiaries and (y) properly attributable to such transaction or to the asset that is the subject thereof.

“New Independent Director” has the meaning provided in Section 6.16(c)(iii).

“New Parent” has the meaning provided in the definition of “Holding Company Merger”.

“Non-Consenting Lender” has the meaning provided in Section 11.12(h).

“Non-Credit Party” means each Restricted Subsidiary that is not a Subsidiary Guarantor.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-U.S. Communications Laws” means the laws of a Relevant Jurisdiction (other than the United States) as may be applicable to the conduct of the Parent Guarantor or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, and the telecommunications-related laws of any Relevant Jurisdiction (other than the United States) including but not limited to the Telecommunications Act (S.C.), 1993, C. 38 and its regulations, and the regulations, decisions, policies, reports and orders of any Governmental Authority in a Relevant Jurisdiction (other than the United States), including the CRTC and ISEDC, with jurisdiction over telecommunications-related matters as may be applicable to the conduct of the Parent Guarantor or its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property.

“Non-U.S. Communications License” means any license, permit, consent, certificate of compliance, franchise, approval, registration, waiver or authorization related to the conduct of the Parent Guarantor or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, granted or issued by any non-U.S. Governmental Authority, including the CRTC and ISEDC, with jurisdiction over telecommunications-related matters to and held by the Parent Guarantor or any of its Subsidiaries, including those pursuant to which the Parent Guarantor or any of its Subsidiaries is authorized to engage in any activity subject to the jurisdiction of such Governmental Authority.

“Non-U.S. EMEA Credit Parties” means the Credit Parties other than the U.S. Credit Parties.

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“Non-U.S. EMEA Credit Party Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the Borrower or any other Non-U.S. EMEA Credit Party to the Administrative Agent, any Lender or any Affiliate of any Lender pursuant to the terms of this Agreement, any other Loan Document to which any Non-U.S. EMEA Credit Party is a party (collectively with this Agreement, the “Non-U.S. EMEA Credit Party Loan Documents” and each a “Non-U.S. EMEA Credit Party Loan Document”) (including, but not limited to, interest and fees that accrue after the commencement by or against any Non-U.S. EMEA Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws); provided, however, that Non-U.S. EMEA Credit Party Obligations shall not include any obligations of any U.S. Credit Party. Without limiting the generality of the foregoing description of Non-U.S. EMEA Credit Party Obligations, the Non-U.S. EMEA Credit Party Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any Non-U.S. EMEA Credit Party under any Non-U.S. EMEA Credit Party Loan Document and (b) the obligation of any Non-U.S. EMEA Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender or any Affiliate of any of them, in connection with the terms of any Non-U.S. EMEA Credit Party Loan Document, may elect to pay or advance on behalf of the Non-U.S. EMEA Credit Parties.

“Non-U.S. Perfection Requirements” means, with respect to any Non-U.S. Security Agreement, the making of or procuring of any and all registrations, filings, notices and other actions and steps required to be made in any non-U.S. jurisdiction pursuant to the terms of such Non-U.S. Security Agreement (including with a court or another official authority in that jurisdiction) in order to perfect security interests created by the Non-U.S. Security Agreement or in order to achieve the relevant priority for such security interests created thereunder.

“Non-U.S. Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by the Parent Guarantor or any of its Subsidiaries with respect to employees employed outside of the United States or outside of Canada and for greater clarity, does not include a Canadian Pension Plan.

“Non-U.S. Plan Event” shall mean, with respect to any Non-U.S. Plan, (i) substantial non-compliance with its terms or with the requirements of any applicable laws, statutes, rules, regulations and orders, (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities, (iii) any obligation of the Parent Guarantor or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such Non-U.S. Plan, (iv) any Lien on the property of the Parent Guarantor or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a Non-U.S. Plan, (v) for each such Non-U.S. Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities), or (vi) failure to make all contributions in a timely manner to the extent required by applicable law.

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“Non-U.S. Security Agreement” means any Security Document governed by the laws of a jurisdiction other than the United States or any state thereof.

“Non-U.S. Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.

“Non-U.S. Subsidiary Guarantor” means any Non-U.S. Subsidiary of the Parent Guarantor (other than the Borrower) that is or hereafter becomes a party to a Non-U.S. Subsidiary Guaranty.

“Non-U.S. Subsidiary Guaranty” means each of (a) the Subsidiary Guaranty (Non-U.S. Subsidiaries), dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the Non-U.S. Subsidiaries party thereto in favor of the Administrative Agent, and (b) any guaranty executed by a Non-U.S. Subsidiary in favor of the Administrative Agent from time to time after the Closing Date which guaranty shall be in form and substance reasonably acceptable to the Administrative Agent.

“Northern Irish Security Documents” means, collectively, the mortgage and charge governed by the laws of Northern Ireland in respect of the Northern Irish Security Property and any document governed by Northern Irish law pursuant to which any Lien is granted or perfected by any Credit Party to the Administrative Agent as security for any of the Obligations.

“Northern Irish Security Property” means the Liens expressed to be granted under the Northern Irish Security Documents in favor of the Administrative Agent and all proceeds of those Liens.

“Note” means a promissory note substantially in the form of Exhibit A hereto.

“Noteholder Forbearance Agreement” has the meaning specified in Section 4.01(x)(D).

“Notes Cross-holders” shall mean each Lender that, as of any date of determination, is the holder of 2024 Notes in an aggregate principal amount which, when taken together with the aggregate principal amount of 2024 Notes held by its Related Cross-holder Lenders, is greater than or equal to the aggregate principal amount of Loans collectively held by such Lender and its Related Cross-holder Lenders. For the avoidance of doubt, a Lender shall not be deemed to be a Notes Cross-holder solely by virtue of being affiliated with or having the same investment advisor as another Lender which falls within the definition of Notes Cross-holders unless such Lender constitutes a Related Cross-holder Lender.

“Notice of Borrowing” has the meaning provided in Section 2.06(b).

“Notice of Continuation or Conversion” has the meaning provided in Section 2.10(b).

“Notice of Withdrawal” means a notice from the Parent Guarantor to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors (with a copy to the Administrative Agent), notifying them of a Withdrawal of assets held in the Designated Securities Account in accordance with the terms of Section 2.12 and substantially in the form of Exhibit C.

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“Notice Office” means 251 Little Falls Drive, Wilmington, DE 19808; Attn: Loan Administration – GTT Communications; Email: loanagent@delawaretrustloanagency.com.

“Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the Borrower or any other Credit Party to the Administrative Agent, any Lender or any Affiliate of any Lender pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest, premium or prepayment premium (including any Make-Whole Premium) that accrue after the commencement of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws). Without limiting the generality of the foregoing description, the Obligations include (a) the obligation to pay principal, interest, premium (including any Make-Whole Premium), charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any Credit Party under any Loan Document and (b) the obligation of any Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender or any Affiliate of any of them, in connection with the terms of any Loan Document, may elect to pay or advance on behalf of the Credit Parties.

“Operating Lease” as applied to any Person means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is not accounted for as a Capital Lease on the balance sheet of that Person.

“Ordinary Course Dispositions” means, the following:

(a) dispositions or the abandonment of obsolete, excess, worn out or surplus furniture, fixtures, equipment or other property, real or personal, tangible or intangible, and property no longer material, used or useful to the business of the Parent Guarantor or any of its Restricted Subsidiaries, whether now owned or hereafter acquired;

(b) dispositions of inventory in the ordinary course of business (including, for the avoidance of doubt, any sale, license, lease or other conveyance of capacity on communication networks (including of any fiber or fiber pair) or collocation capacity, in each case, to customers in the ordinary course of business);

(c) dispositions of equipment or Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) licenses of Intellectual Property in the ordinary course of business;

(e) dispositions of Cash Equivalents in the ordinary course of business;

(f) termination of leased office locations in the ordinary course of business;

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(g) dispositions of accounts receivable in connection with the collection or compromise thereof;

(h) any forgiveness, write-off or write-down of any intercompany obligations owed by a Credit Party;

(i) any dispositions resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Parent Guarantor or any Restricted Subsidiary;

(j) Liens permitted under Section 7.03, Investments permitted under Section 7.05 and Restricted Payments permitted under Section 7.06; and

(k) exchanges or dispositions of, or any indefeasible right of use (“IRU”) agreement covering, fiber the absence of which would not interfere in any material respect with the ordinary conduct of business of the Parent Guarantor or any of its Restricted Subsidiaries (for the avoidance of doubt, any transaction under this clause (k) shall be in the ordinary course of business and not in connection with any sale or other disposition of a business line or unit).

“Organizational Documents” means, with respect to any Person (other than an individual), such Person’s Articles (Certificate or Memorandum) of Incorporation, or equivalent formation documents, and Regulations (Bylaws or Articles), or equivalent governing documents, and, in the case of any partnership, includes any partnership agreement and any amendments to any of the foregoing.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.05).

“Parent Board” has the meaning provided in Section 4.01(xix).

“Parent Guarantor” has the meaning provided in the preamble to this Agreement.

“Parent Guarantor Guaranteed Obligations” has the meaning provided in Section 10.01.

“Participant Register” has the meaning provided in Section 11.06(b).

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“Payment Office” means 251 Little Falls Drive, Wilmington, DE 19808; Attn: Loan Administration – GTT Communications.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Perfection Certificate” means a certificate in form reasonably satisfactory to the Administrative Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Permissible Jurisdiction” means any member state of the European Union or, to the extent it has ceased to be a member state of the European Union, the United Kingdom.

“Permitted Bond Hedge Transaction” means (a) any call option or capped call option (or substantively equivalent derivative transaction) on the common stock of the Parent Guarantor purchased by Parent Guarantor or any of its Subsidiaries in connection with an incurrence of Permitted Convertible Indebtedness, and (b) any call option or capped call option (or substantively equivalent derivative transaction) replacing or refinancing the foregoing; provided, that (x) the sum of (i) the purchase price for any Permitted Bond Hedge Transaction occurring on or after the Closing Date, plus (ii) the purchase price for any Permitted Bond Hedge Transaction it is refinancing or replacing, if any, minus (iii) the cash proceeds received upon the termination or the retirement of the Permitted Bond Hedge Transaction it is replacing or refinancing, if any, less (y) the sum of (i) the cash proceeds from the sale of the related Permitted Warrant Transaction plus (ii) the cash proceeds from the sale of any Permitted Warrant Transaction refinancing or replacing such related Permitted Warrant Transaction, if any, minus (iii) the amount paid upon termination or retirement of such related Permitted Warrant Transaction, if any, does not exceed the Net Cash Proceeds from the incurrence of the related Permitted Convertible Indebtedness.

“Permitted Business” means the businesses, and any services, activities or businesses incidental, or reasonably related or complementary or similar to, any line of business, engaged in by the Parent Guarantor and its Subsidiaries in each case as of the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Convertible Indebtedness” means unsecured debt securities of the Parent Guarantor or any of the Restricted Subsidiaries permitted to be incurred pursuant to Section 7.04 (which may be guaranteed by the U.S. Subsidiary Guarantors to the extent permitted by Section 7.04) that is (1) convertible into, or exchangeable for, Equity Interests (other than Disqualified Equity Interests) of the Parent Guarantor (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) and/or (2) sold as units with call options, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that are exercisable for Equity Interests (other than Disqualified Equity Interests) of the Parent Guarantor and/or cash (in an amount determined by reference to the price of such common stock).

“Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

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“Permitted Creditor Investment” means any securities (whether debt or equity) received by the Parent Guarantor or any of its Subsidiaries in connection with the bankruptcy or reorganization of any customer or supplier of the Parent Guarantor or any such Subsidiary and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business.

“Permitted Equity Derivatives” means (a) any forward purchase, accelerated share purchase or other equity derivative transactions relating to the Equity Interests of the Parent Guarantor entered into by the Parent Guarantor or any Restricted Subsidiary; provided, that any Restricted Payment made in connection with such transaction is permitted pursuant to Section 7.06 and (b) any Permitted Convertible Indebtedness Call Transactions.

“Permitted Lien” means any Lien permitted by Section 7.03.

“Permitted Refinancing” means any refinancing, restructuring, refunding, renewal, extension or replacement of Indebtedness permitted hereunder; provided, that (i) the principal amount (or accreted value, if applicable) of such Indebtedness is not increased at the time of such refinancing, restructuring, refunding, renewal, extension or replacement (except by an amount equal to accrued interest and any premiums, fees and expenses incurred, in connection with such refinancing, restructuring, refunding, renewal, extension or replacement), (ii) such refinancing, restructuring, refunding, renewal, extension or replacement shall not result in an earlier maturity date or decreased weighted average life of such Indebtedness being refinanced, refunded, renewed, restructured, extended or replaced, (iii) the terms relating to collateral (if any) and subordination (if any), and other material terms, taken as a whole, of any such refinancing, restructuring, refunding, renewal, extension or replacement indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable (taken as a whole) to the Credit Parties than the terms of the agreements or instruments governing the Indebtedness being refinanced, refunded, renewed, restructured, extended or replaced (taken as a whole) and (iv) the terms of such refinancing, restructuring, refunding, renewal, extension or replacement shall not bind any obligor that is not an obligor under the Indebtedness being refinanced, restructured, refunded, renewed, extended or replaced.

“Permitted Variance” has the meaning assigned thereto in Section 7.13(b).

“Permitted Warrant Transaction” means any call options, warrants or rights to purchase (or substantively equivalent derivative transactions) on common stock of the Parent Guarantor purchased or sold by the Parent Guarantor or any of its Subsidiaries substantially concurrently with a Permitted Bond Hedge Transaction.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, exempted company, association, central bank, trust or other enterprise or any governmental or political subdivision or any agency, department or instrumentality thereof.

“Platform” has the meaning provided in Section 9.16(b).

“primary Indebtedness” has the meaning provided in the definition of “Guaranty Obligations”.

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“primary obligor” has the meaning provided in the definition of “Guaranty Obligations”.

“Priming Facility Intercreditor Agreement” means that certain Super-Priority Intercreditor Agreement, dated as of the Closing Date (as amended, amended and restated, waived, supplemented or otherwise modified from time to time), by and among the Administrative Agent, as Super-Priority Collateral Agent, and the Existing Agent, as Revolving and Term Loan Collateral Agent.

“Private-Side Lender” means a Lender that has agreed to receive “material non-public information” (within the meaning of applicable securities law).

“Pro Forma Basis” means, without duplication of any add backs otherwise added back in the definition of “Consolidated EBITDA”, with respect to the calculation of the Consolidated Total Net Leverage Ratio, Pro Forma EBITDA and any other applicable provision of this Agreement or any other Loan Document, as of any time, that pro forma effect shall be given to the Transactions and any Specified Transaction that have occurred during the Parent Guarantor’s most-recently ended Testing Period, or subsequent to the end of such Testing Period but prior to such time for which a determination under this definition is made, as if each such event occurred on the first day of such Testing Period (giving effect to pro forma adjustments which are (i) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency), (ii) recommended by any due diligence quality of earnings report conducted by (x) a firm of independent public accountants of recognized national standing or (y) any other accounting firm reasonably satisfactory to the Required Lenders (such acceptance not to be unreasonably withheld), selected by the Parent Guarantor and retained by the Parent Guarantor; or (iii) otherwise determined in such other manner reasonably acceptable to the Required Lenders).

“Pro Forma EBITDA” means, as of any date of determination, Consolidated EBITDA for the Testing Period determined on a Pro Forma Basis.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Indebtedness” means, for any Person, Indebtedness incurred for the purpose of financing all or any part of the purchase price of any fixed or capital assets (including Equity Interests of any Person owning fixed or capital assets) or the cost of installation, construction or improvement of any fixed or capital assets; provided, that (i) such Indebtedness is incurred within 180 days after such acquisition, installation, construction or improvement of such fixed or capital assets (including Equity Interests of any person owning the applicable fixed or capital assets) by such person and (ii) the amount of such Indebtedness does not exceed the lesser of 100% of the fair market value of such fixed or capital asset or the cost of the acquisition, installation, construction or improvement thereof, as the case may be.

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secured by a pari passu or junior lien on Collateral securing the Credit Facility)) in each case as determined in accordance with GAAP, in an amount not to exceed the greater of (i) $250,000,000 and (ii) an amount equal to 50% of the Pro Forma EBITDA for the most recently ended Testing Period.

“RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.

“Real Property” of any Person shall mean all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the collateral subject to Liens under the U.K. Security Documents, the Irish Security Documents or the Northern Irish Security Documents.

“Recipient” means (a) the Administrative Agent and (b) any Lender, as applicable.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulatory Assessment” means any payment, fee, charge, assessment or other amount required to be paid to or enforced by a U.S. federal, state or local Governmental Authority or any non-U.S. Governmental Authority to finance regulatory funding mechanisms, including United States state or federal Universal Service Fund, Canadian Contribution Regime, FCC, CRTC, or ISEDC regulatory fees, including but not limited to international bearer circuit and interstate telephone service provider fees, telecommunications relay systems, administration of the North American Numbering Plan, emergency calling services and other similar regulatory funding mechanisms.

“Related Cross-holder Lender” means any Lender that, as of any date of determination, is the holder of any 2024 Notes and is any Affiliate of such Lender, unless, with respect to such Affiliate, such Lender is managed independently or has a different general partner (or equivalent) or a different person or committee who has the ultimate decision making power on investments or otherwise maintains an ethical or conflicts screen, wall or other similar mechanism between its holdings of the 2024 Notes and the Loans hereunder.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, representatives, agents and advisors of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Relevant Jurisdiction” means (i) the jurisdiction of incorporation, organization or formation, as applicable, of the Parent Guarantor or any of its Subsidiaries, (ii) any jurisdiction where any asset of the

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Parent Guarantor or any of its Subsidiaries is situated, which as of the date of determination is subject to, or from time to time is intended to be subject to, a security interest in favor of Administrative Agent, (iii) any jurisdiction where the Parent Guarantor or any of its Subsidiaries conducts its business and (iv) the jurisdiction the laws of which govern the perfection of any Liens granted by the Credit Parties pursuant to the Security Documents.

“Relevant Party” has the meaning assigned to such term in Section 3.03(i).

“RemainCo” means the Parent Guarantor and its Subsidiaries after giving effect to the consummation of the Transaction (as defined in the Existing Infrastructure Sale Agreement).

“Replacement Infrastructure Sale Agreement” means, at any time after the Existing Infrastructure Sale Agreement is terminated, any agreement or agreements containing terms reasonably satisfactory to the Required Lenders and entered into by the Parent Guarantor and/or any of its Restricted Subsidiaries pursuant to which all or any portion of the Infrastructure Business would be sold to a Person that is not an Affiliate of the Parent Guarantor.

“Report Date” has the meaning given thereto in Section 6.01(d)(ii).

“Reportable Event” means an event described in Section 4043 of ERISA or the regulations thereunder with respect to a U.S. Plan, other than those events as to which the notice requirement is waived under subsection .22, .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64 or .65 of PBGC Regulation Section 4043.

“Required Lenders” means, at any time of determination, Lenders holding Term Loans and Term Commitments representing more than 50% of the sum of Term Loans outstanding at such time and Term Commitments in effect at such time; provided, however, that Term Loans and Term Commitments held by any Defaulting Lender shall be excluded from such calculation; it being understood and agreed that in determining whether the Administrative Agent shall be protected in relying upon any request, demand, authorization, direction, notice, consent, waiver or other communication, only Term Loans and Term Commitments with respect to which the Administrative Agent has received written notice that such Term Loans or Term Commitments are held by a Defaulting Lender shall be so excluded.

“Required Prepayment Date” has the meaning given thereto in Section 2.13(i).

“Responsible Officer” means, as to any Person, the chief executive officer, president, any vice president, the secretary, treasurer, director or controller of such Person or, with respect to financial matters, the chief financial officer of such Person. Unless otherwise specified, “Responsible Officer” refers to a Responsible Officer of the Parent Guarantor or the Borrower, as applicable.

“Restricted Participant” means (i) any Person who has a Standard Industrial Classification of 4813 and listed on the attachment to the most recently delivered Compliance Certificate, which list may be updated more frequently by the Borrower in a writing to the Administrative Agent and the Lenders from time to time or (ii) any Person that owns more than 5% of the outstanding common stock of the

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Parent Guarantor and has been specified in a written notice to the Administrative Agent and the Lenders by the Borrower from time to time.

“Restricted Payment” means (i) any Capital Distribution or (ii) any amount paid by the Parent Guarantor or any of its Restricted Subsidiaries in repayment, redemption, retirement, repurchase, voluntary prepayment, direct or indirect, of (x) any Subordinated Indebtedness or (y) any Junior Lien Indebtedness (other than Indebtedness incurred pursuant to Section 7.04(l)).

“Restricted Subsidiary” means any Subsidiary of the Parent Guarantor (including the Borrower) that is not an Unrestricted Subsidiary. The Restricted Subsidiaries of the Parent Guarantor as of the Closing Date are listed on Schedule 1.01(d).

“Restricted Upstream Subsidiary” means any Subsidiary of the Parent Guarantor organized in a jurisdiction other than in the United Kingdom and as set forth on Schedule 1.01(d).

“Retained Declined Proceeds” has the meaning given thereto in Section 2.13(i).

“Right-of-Way” means a right granted by any Person or Governmental Authority to the Parent Guarantor or any of its Subsidiaries to install and maintain fiber, conduit, manholes (beach or otherwise), and associated facilities and equipment in real property in connection with the activities or conduct of the business of the Parent Guarantor or any of its Subsidiaries (including any right granted by any Person or Governmental Authority to the Parent Guarantor or any of its Subsidiaries to place its submarine cable(s), including in any sanctuary or other protected area or over or in the vicinity of any subsea pipes or other structures).

“RSA” means that certain Restructuring Support Agreement, dated as of September 1, 2021, among, inter alios, the Consenting Stakeholders (as defined therein) and the U.S. Borrower, as amended, amended and restated, waived, supplemented or otherwise modified from time to time.

“RSA Termination Event” means the RSA ceases to be effective or otherwise terminates in accordance with its terms with respect to the Parent Guarantor and/or the Consenting Priming Facility Lenders (as defined in the RSA).

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its successors.

“Sale Amendment Notice” has the meaning assigned thereto in Section 6.01(o).

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases between the Parent Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Parent Guarantor or such Restricted Subsidiary to such Person.

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“Sale Completion Notice” has the meaning assigned thereto in Section 6.01(o).

“Sanctioned Country” means a country or territory that is the subject of comprehensive Sanctions (currently, Crimea, Cuba, Iran, North Korea, and Syria).

“Sanctioned Person” means any Person that is the subject or target of Sanctions, including any Person that is (i) identified on any Sanctions-related list of designated persons, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, (ii) domiciled, organized or resident in any Sanctioned Country or (iii) owned or controlled by one or more Persons described in the foregoing clause (i) or (ii).

“Sanctions” means trade, economic or financial sanctions imposed, administered or enforced by the United States (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union or any member state thereof, the United Kingdom (including Her Majesty’s Treasury), Canada (including Global Affairs Canada and Public Safety Canada), or Switzerland (including the Swiss State Secretariat for Economic Affairs (SECO) and the Swiss Directorate of International Law).

“SEC” means the United States Securities and Exchange Commission.

“SEC Regulation D” means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

“Secured Creditors” means each of the Administrative Agent, the Lenders and the respective successors and assigns of each of the foregoing.

“Securities Intermediary” means Bank of America, N.A., or any other institution acceptable to the Required Lenders; provided that, in no event shall a Lender, a “Lender” under the Existing Credit Agreement or the Existing Agent, or any Affiliate of the foregoing parties, be the Securities Intermediary.

“Security Agreements” means, collectively, the U.S. Security Agreement and the Non-U.S. Security Agreements.

“Security Documents” means the U.S. Security Documents and the EMEA Facility Security Documents.

“Significant Subsidiary” means any Restricted Subsidiary of the Parent Guarantor other than a Non-Credit Party that did not, as of the last day of the fiscal quarter of the Parent Guarantor most recently ended for which financial statements are available have individually, either (i) assets with a value in excess of 7.5% of total assets of, or (ii) revenues in an amount in excess of 7.5% of the total revenues of, the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis for the Testing Period most recently ended.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, to which the Parent Guarantor, any Subsidiary of the Parent Guarantor or any ERISA Affiliate is

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making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Parent Guarantor, any Subsidiary of the Parent Guarantor or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan, but does not include a Canadian Pension Plan.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“SPC” has the meaning provided in Section 11.06(f).

“Specified Event of Default” means any Event of Default under Sections 8.01(a) or (i).

“Specified Transactions” means acquisitions, dispositions, any issuance, incurrence, assumption or permanent repayment of Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which the financial effect is being calculated), all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business or division, restructurings, cost savings initiatives, other operational changes or operational initiatives (in each case including for the avoidance of doubt, acquisitions and permitted investments occurring prior to the Closing Date); it being acknowledged and agreed that the acquisitions of (i) GC Pivotal, LLC, pursuant to that certain Membership Interest Purchase Agreement, dated as of June 23, 2017, by and among GTT Americas, LLC and GC Pivotal, LLC, Pivotal Global Capacity, LLC, (ii) Hibernia NGS Limited, pursuant to that certain Share Purchase Agreement, dated as of November 8, 2016, by and among the Parent Guarantor, Murosa Development S.A.R.L., Columbia Ventures Corporation and Hibernia NGS Limited, (iii) Accelerated Connections Inc., pursuant to that certain Share Purchase Agreement, dated as of March 8, 2018, by and among Michael Garb, 2497817 Ontario Limited, 2497816 Ontario Limited, The Garbe Family Trust, Hibernia Express (Canada) Limited and Accelerated Connections Inc. and (iv) Custom Connect International B.V., pursuant to that certain Share Purchase Agreement, dated as of December 29, 2017, by and among O.W.R. Beheer B.V., J.W. Meijer Beheer B.V., JITVentures B.V., Mamadoo Ventures B.V., Stupa Holding B.V., D. Warnar, R.E. Traag, Hibernia Express (Ireland), Ltd., and Custom Connect International B.V., in each case shall be deemed to be Specified Transactions.

“Standard Permitted Lien” means any of the following:

(i) Liens for taxes not yet delinquent or Liens for taxes, assessments or governmental charges being contested in good faith and by appropriate proceedings for which adequate reserves in accordance with GAAP have been established;

(ii) Liens in respect of property or assets imposed by law that were incurred in the ordinary course of business, such as carriers’, suppliers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, that do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Parent Guarantor or any of its Restricted Subsidiaries and do not secure any Indebtedness;

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(iii) Liens created by this Agreement or the other Loan Documents;

(iv) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.01(h);

(v) Liens (other than any Lien imposed by ERISA or, except for contributions not yet due, applicable foreign pensions legislation) incurred or deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance and other types of social security, and mechanic’s Liens, carrier’s Liens, and other Liens to secure the performance of tenders, statutory obligations, contract bids, trade contracts, leases, government contracts, surety, appeal, customs, performance and return-of-money bonds and other similar obligations, incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money), whether pursuant to statutory requirements, common law or consensual arrangements;

(vi) leases or subleases granted in the ordinary course of business to others not interfering in any material respect with the business of the Parent Guarantor or any of its Restricted Subsidiaries and any interest or title of a lessor under any lease not in violation of this Agreement;

(vii) easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights-of-way, sewer, electric lines, telegraph and telephone lines and other similar purposes, zoning, building codes or other restrictions, charges, ground leases, encumbrances, defects in title, prior rights of other persons, and obligations contained in similar instruments, in each case that do not secure Indebtedness and do not involve, and are not likely to involve at any future time, either individually or in the aggregate, (A) a substantial and prolonged interruption or disruption of the business activities of the Parent Guarantor and its Restricted Subsidiaries considered as an entirety, or (B) a Material Adverse Effect;

(viii) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to lease) not in violation of the requirements of this Agreement; provided, that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor);

(ix) Liens solely on any cash earnest money deposits made by the Parent Guarantor and any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement; provided, that any such deposits shall be made solely in connection with Investments permitted hereunder;

(x) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

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(xi) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods or (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or goods in the ordinary course of business;

(xii) Liens consisting of non-exclusive licenses of Intellectual Property in the ordinary course of business;

(xiii) Liens of (i) a collection bank arising under Section 4-210 of the UCC (or any analogous statutory provision of applicable foreign law) on items in the course of collection or, solely with respect to accounts located in the Netherlands, which arise from article 24 or 25 of the general banking conditions (algemene bankvoorwaarden), (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;

(xiv) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Restricted Subsidiaries in the ordinary course of business;

(xv) Liens on insurance premium refunds and insurance proceeds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums;

(xvi) Liens in favor of a Governmental Authority arising in connection with any condemnation or eminent domain proceeding by such Governmental Authority affecting Real Property which does not otherwise constitute an Event of Default under this Agreement;

(xvii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any Restricted Subsidiary (as purchaser or consignee) not prohibited by this Agreement;

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(xviii) Liens solely on any cash earnest money deposits of the Parent Guarantor and any of its Restricted Subsidiaries provided to licensing authorities and governmental agencies in the ordinary course of business;

(xix) rights of access, licenses, step-in rights, leases and inspection rights granted to customers in the ordinary course of business;

(xx) rights of consignors of goods, whether or not perfected by the filing of a financing statement under the UCC;

(xxi) in the case of any Credit Party or Restricted Subsidiary organized under the laws of Canada or any province or territory thereof or any property located in Canada (A) reservations, limitations, provisos and conditions expressed in any original grant from the Crown or other grants of real or immovable property, or interests therein, that do not materially affect the use of the affected land for the purpose for which it is used by such Credit Party or Restricted Subsidiary, (B) the right reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit acquired by such Credit Party or Restricted Subsidiary or by any statutory provision to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof and (C) security given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of such Credit Party or Restricted Subsidiary in the ordinary course of its business to secure obligations not yet overdue;

(xxii) Liens over any rental deposits in respect of any Real Property leased or licensed by a Credit Party in the ordinary course of business;

(xxiii) inchoate Liens (other than any Lien imposed by ERISA or, except for contributions not yet due, applicable foreign pensions legislation) that arise by operation of law;

(xxiv) Liens on any amounts held by a trustee under any indenture or other debt agreement (in each case, solely to the extent the Indebtedness evidenced thereby constitutes Indebtedness permitted by Section 7.04) issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions;

(xxv) Liens arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom Parent Guarantor or any of its Restricted Subsidiaries maintains a banking relationship in the ordinary course of business; and

(xxvi) any Lien created in order to secure pension liabilities or partial retirement liabilities (Altersteilzeitverpflichtungen) including pursuant to section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) and/or section 7e of the book IV of the German Social Act (Sozialgesetzbuch IV).

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“Steering Committee” means the steering committee of the Ad Hoc Lender Group

“Strategic Planning Committee” has the meaning set forth in Section 4.01(xix).

“Subordinated Debt Documents” means, collectively, any loan agreements, indentures, note purchase agreements, promissory notes, guarantees and other instruments and agreements evidencing the terms of any Subordinated Indebtedness.

“Subordinated Indebtedness” means any Indebtedness that has been subordinated to the prior payment in full of all of the Obligations pursuant to a written agreement or written terms reasonably acceptable to the Required Lenders and, to the extent the Administrative Agent is a party to such agreement, the Administrative Agent.

“Subsidiary” of any Person means (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary Voting Power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have Voting Power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, owns more than 50% of the Equity Interests of such Person at the time or in which such Person, one or more other Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, has the power to direct the policies, management and affairs thereof. Unless otherwise expressly provided, all references herein to “Subsidiary” shall mean a Subsidiary of the Parent Guarantor.

“Subsidiary Guarantor” means (a) any U.S. Subsidiary Guarantor and (b) any Non-U.S. Subsidiary Guarantor. Schedule 1.01(e) hereto lists each Subsidiary Guarantor as of the Closing Date.

“Supplier” has the meaning assigned to such term in Section 3.03(i).

“Support Agreement” has the meaning assigned to such term in Section 6.16(c)(i)(C).

“Swap Obligation” means, with respect to the Parent Guarantor, the Borrower or any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swiss Withholding Tax” means any taxes imposed under the Swiss Withholding Tax Act.

“Swiss Withholding Tax Act” means the Swiss Federal Act on the Withholding Tax (Bundesgesetz über die Verrechnungssteuer) of October 13, 1965, as amended from time to time (SR 642.21), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

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“Synthetic Lease” means any lease (i) that is accounted for by the lessee as an Operating Lease, and (ii) under which the lessee is intended to be the “owner” of the leased property for federal income tax purposes.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Commitment” or “Commitment” means, with respect to each Lender, the amount, if any, of its (a) Initial Term Commitment, (b) Delayed Draw Term Commitment or (c) in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06. As of the Closing Date, the aggregate amount of Term Commitments is $275,000,000.

“Term Lender” means a Lender with a Term Commitment or an outstanding Term Loan.

“Term Loans” means an Initial Term Loan and/or a Delayed Draw Term Loan, as the context may require, in each case made to the Borrower under the Credit Facility.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Testing Period” means a single period consisting of the four consecutive fiscal quarters of the Parent Guarantor then last ended (whether or not such quarters are all within the same fiscal year) for which financial statements are available, except that if a particular provision of this Agreement indicates that a Testing Period shall be of a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended that are so indicated in such provision.

“Title Company” has the meaning specified in Section 6.10(d)(ii)(A).

“Title Policy” has the meaning specified in Section 6.10(d)(ii)(A).

“Transactions” means the entering into and initial borrowings under this Agreement, the entering into the Existing Credit Agreement Amendment and the consummation of the transactions contemplated therein (including entering into the Lender Forbearance Agreement and the Noteholder Forbearance Agreement) and the payment of fees and expenses in connection with the foregoing and other related transactions.

“Triggering Event” means any (x) voluntary or mandatory prepayment or repayment of Term Loans (including pursuant to Section 11.12(h)) and/or (y) any acceleration of Term Loans or the Term Loans otherwise becoming due prior to their maturity date, in each case, after the occurrence of an Event of Default (including Section 8.01(i)), by operation of law or otherwise.

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“Type” means any type of Loan determined with respect to the interest option and currency denomination applicable thereto, which in each case shall be a Base Rate Loan or a Eurocurrency Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York (or, if the context may require, each other applicable jurisdiction). References to the UCC shall include the Personal Property Security Act of Nova Scotia (or successor statute) or similar legislation of any other Canadian jurisdiction, including the Civil Code of Québec, the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, opposability, enforceability, validity or effect of security interests or hypothecs.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Undisclosed Administration” means in relation to a Lender or its parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a governmental supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“Unfunded Benefit Liabilities” of any U.S. Plan means the excess of a U.S. Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that U.S. Plan’s assets, determined in accordance with the assumptions used for funding the U.S. Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” each means United States of America.

“Universal Service Administrative Company” means the independent, not-for-profit corporation designated by the FCC as the administrator of the Universal Service Fund created pursuant to Section 254 of the U.S. Communications Act.

“Universal Service Fund” means the Universal Service Fund created pursuant to Section 254 of the U.S. Communications Act or any similar fund established under federal, state or local law or regulation.

“Unrestricted Cash” means the aggregate amount of cash and Cash Equivalents of the Parent Guarantor and its Restricted Subsidiaries to the extent that (a) the use of such cash for application to fund working capital of the Parent Guarantor or the applicable Restricted Subsidiaries is not prohibited by law or any contract or other agreement, (b) such cash and Cash Equivalents are free and clear of all Liens (other than Liens in favor of the Administrative Agent and/or the Existing Agent, non-consensual Liens, statutory liens in favor of banks or Governmental Authorities (including for netting or set-off rights), Standard Permitted Liens and Liens permitted by Section 7.03(b) or (g)) and (c) such cash and Cash Equivalents would not be listed as “restricted” on the balance sheet of the Parent Guarantor in accordance with GAAP.

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“Unrestricted Subsidiary” means a direct or indirect Subsidiary of the Parent Guarantor designated as an Unrestricted Subsidiary prior to the Closing Date and set forth on Schedule 7.05; provided, that in no event may the Parent Guarantor or the Borrower be designated as an Unrestricted Subsidiary; provided, further, that no additional subsidiary may be designated as an Unrestricted Subsidiary on or following the Closing Date.

“U.K. Contingent Tax Obligations” has the meaning assigned thereto in the Approved Budget then in effect.

“U.K. Entity” means each Non-U.S. Subsidiary incorporated in England and Wales or Scotland or whose centre of main interests (within the meaning of the European Insolvency Regulation) is in England and Wales or Scotland (as applicable) as at the date hereof.

“U.K. Secured Parties” means the “Secured Parties” and each “Secured Party” under and as defined in each U.K. Security Agreement.

“U.K. Security Agreements” means the Non-U.S. Security Agreements governed by the laws of England and Wales or (as applicable) the laws of Scotland.

“U.K. Security Documents” means the U.K. Security Agreements, each Additional Security Document governed by the laws of England and Wales or (as applicable) the laws of Scotland and any document governed by English law or (as applicable) Scots law pursuant to which any Lien is granted or perfected by any Credit Party to the Administrative Agent as administrative agent and security trustee for the U.K. Secured Parties as security for any of the Obligations.

“U.K. Security Property” means:

(i) the Liens expressed to be granted under the U.K. Security Documents in favor of the Administrative Agent as administrative agent and security trustee for the U.K. Secured Parties and all proceeds of those Liens;

(ii) all obligations expressed to be undertaken by a Credit Party to pay amounts in respect of the Obligations to the Administrative Agent as administrative agent and security trustee for the U.K. Secured Parties and secured by the U.K. Security Documents together with all representations and warranties expressed to be given by a Credit Party in favor of the Administrative Agent as administrative agent and security trustee for the U.K. Secured Parties; and

(iii) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Administrative Agent by the terms of the U.K. Security Documents holds as security trustee on trust for the U.K. Secured Parties.

“Unity” has the meaning assigned to such term in Section 3.03(i).

“Updated Budget” has the meaning assigned to such term in Section 6.01(d)(i).

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“U.S. Collateral” means the “Collateral” (or any equivalent term) as defined in the U.S. Security Agreement or any other applicable U.S. Security Document, together with any other assets (whether Real Property or personal property) pledged pursuant to any U.S. Security Document.

“U.S. Communications Act” means the United States Communications Act of 1934, as amended, codified as Chapter 5 of Title 47 of the U.S. Code, 47 U.S.C. 151 et. seq.

“U.S. Communications Laws” means (i) the U.S. Communications Act, (ii) An Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§34-39, and related executive orders, (iii) FCC Rules and FCC decisions, policies, reports, and orders issued from time to time, (iv) CALEA, (v) such other laws of the United States codified or otherwise included in Title 47 of the U.S. Code as may be applicable to the conduct of the Parent Guarantor or its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, (vi) the telecommunications-related laws of any state or of any county, parish or other local division of any state of the United States and regulations, decisions, policies, reports and orders issued by state agencies or local division agencies with jurisdiction over telecommunications-related matters pursuant to such laws, and (vii) the regulations, decisions, policies, reports and orders of any Governmental Authority in the United States with jurisdiction over telecommunications-related matters as may be applicable to the conduct of the Parent Guarantor or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property.

“U.S. Communications License” means any license, permit, consent, certificate of compliance, franchise, approval, waiver or authorization related to the conduct of the Parent Guarantor or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property and granted or issued by the FCC or any other local, state or federal U.S. Governmental Authority with jurisdiction over telecommunications-related matters (including any state public utility commission) to and held by the Parent Guarantor or any of its Subsidiaries, including those pursuant to which the Parent Guarantor or any of its Subsidiaries is authorized to engage in any activity subject to the jurisdiction of such Governmental Authority. The term “U.S. Communications License” includes the rights of the Parent Guarantor or any of its Subsidiaries, established by Section 63.21(h) of the FCC Rules.

“U.S. Credit Parties” means the Parent Guarantor and the U.S. Subsidiary Guarantors.

“U.S. Plan” means any Multi-Employer Plan, Multiple Employer Plan or Single-Employer Plan.

“U.S. Security Agreement” means the Pledge and Security Agreement, dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the Parent Guarantor and the U.S. Subsidiary Guarantors in favor of the Administrative Agent.

“U.S. Security Documents” means the U.S. Security Agreement, each Additional Security Document, each Mortgage, any UCC financing statement and any similar filings and any document pursuant to which any Lien is granted or perfected by any U.S. Credit Party to the Administrative Agent.

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“U.S. Subsidiary” means any Subsidiary organized under the laws of the United States, any State thereof, or the District of Columbia.

“U.S. Subsidiary Guarantor” means any U.S. Subsidiary that is or hereafter becomes a party to a U.S. Subsidiary Guaranty, other than any Excluded Subsidiary.

“U.S. Subsidiary Guaranty” means each of (a) the Subsidiary Guaranty (U.S. Subsidiaries), dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the U.S. Subsidiary Guarantors in favor of the Administrative Agent (the “U.S. Subsidiary Guaranty”), and (b) any guaranty executed by a U.S. Subsidiary in favor of the Administrative Agent from time to time after the Closing Date which guaranty shall be in form and substance reasonably acceptable to the Administrative Agent.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.03(g)(ii)(B)(3).

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001.

“USF Requirements” means the Universal Service Fund contribution and reporting requirements imposed by the FCC on providers of interstate telecommunications under the U.S. Communications Act or imposed by any state Governmental Authority.

“Variance Report” has the meaning assigned to such term in Section 6.01(d)(ii).

“Variance Testing Period” means (x) initially, the consecutive four calendar week period ending Saturday, January 16, 2021 and (y) thereafter, the consecutive four calendar week period ending each second Saturday thereafter.

“VAT” means:

(i) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(ii) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“VAT Receiver” has the meaning assigned to such term in Section 3.03(i).

“VoIP” means interconnected Voice over Internet Protocol services as that term is defined in Title 47, Part 9 of the Code of Federal Regulations.

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designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or other similar governing body of such Person.

“Waivable Mandatory Prepayment” has the meaning given thereto in Section 2.13(i).

“Withdrawal” means, with respect to any assets in the Designated Securities Account, a transfer, sale, delivery, release or other disposition of such assets from the Designated Securities Account; provided, however, that to the extent any transfer, sale, delivery, release or other disposition of such assets results in such assets or proceeds of such assets remaining in the Designated Securities Account, then such transfer, sale, delivery, release or other disposition shall not constitute a “Withdrawal” with respect to such assets or such proceeds. “Withdraw” and “Withdrawn” shall have correlative meanings thereto.

“Withdrawal Amount” means the amount set forth in Approved Budget in the line item entitled “Memo: Control Account Draw” allocable for the applicable monthly period, and which amount is available to be Withdrawn from the Designated Securities Account.

“Withdrawal Date” means each date on which the applicable Withdrawal Amount is Withdrawn from the Designated Securities Account in accordance with the Approved Budget then in-effect, which shall occur not more than once per calendar month.

“Withholding Agent” means any Credit Party and the Administrative Agent and, with respect to U.S. federal income taxes, any other applicable withholding agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each means “to but excluding” and the word “through” means “through and including.”

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in GAAP became effective, until either such notice is withdrawn or such financial ratio or requirement is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower and the Lenders hereby agree to enter into good faith negotiations to amend any such financial ratio or requirement promptly upon receipt from any party entitled to send such notice. Notwithstanding the foregoing, (A) all financial statements delivered hereunder shall be prepared, and all covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (B) all leases of the Parent Guarantor and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP as of May 31, 2018 shall continue to be treated as operating leases for purposes of the financial definitions contained herein, regardless of any change in GAAP after the Closing Date that would otherwise require such operating leases to be treated as Capital Leases; provided, that the Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement which include a reconciliation showing such treatment before and after giving effect to such change in GAAP.

Section 1.04 Terms Generally.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

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exchange rates customarily referenced by the Administrative Agent, in accordance with its internal policies and procedures, for such foreign currency, as in effect at 11:00 A.M. (New York time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) pursuant to any Permitted Refinancing of Indebtedness denominated in a currency other than Dollars, and the relevant Permitted Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Permitted Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness following such Permitted Refinancing (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness subject to such Permitted Refinancing, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Permitted Refinancing, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 7.04 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in this Section.

Section 1.05 [Reserved].

Section 1.06 [Reserved].

Section 1.07 Swedish Terms.

In this Agreement, where it relates to a Swedish entity, a reference to (a) a composition, assignment or similar arrangement with any creditor includes a företagsrekonstruktion, konkursförfarande or ackordsuppgörelse under the Swedish Bankruptcy Act (konkurslagen) or the Swedish Reorganisation Act (lag om fõretagsrekonstruktion) (as the case may be), (b) a compulsory manager, receiver, administrator includes a konkursförvaltare, företagsrekonstruktör or likvidator under Swedish law, (c) gross negligence means grov vårdslöshet under Swedish law, (d) a guarantee includes any garanti under Swedish law which is independent from the debt to which it relates and any borgen under Swedish law which is accessory to or dependent on the debt to which it relates, (e) merger includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act (aktiebolagslagen) and (f) a winding up, administration or dissolution includes a frivillig likvidation or tvångslikvidation under Chapter 25 of the Swedish Companies Act (aktiebolagslagen).

ARTICLE II.

THE TERMS OF THE CREDIT FACILITY

Section 2.01 Establishment of the Credit Facility. On the Closing Date, and subject to and upon the terms and conditions set forth in this Agreement and the other Loan Documents, the Lenders

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agree to establish the Credit Facility for the benefit of the Borrower; provided, however, that at no time will the Credit Facility Exposure of any Lender exceed the aggregate amount of such Lender’s Commitment.

Section 2.02 [Reserved].

Section 2.03 Term Loans.

(a) On the Closing Date, each Initial Term Lender that has an Initial Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make term loans denominated in Dollars (each an “Initial Term Loan”) to the Borrower pursuant to such Initial Term Lender’s Initial Term Commitment. The Initial Term Loans shall not exceed (A) for any Initial Term Lender at the time of incurrence thereof the amount of such Initial Term Lender’s Initial Term Commitment and (B) for all the Initial Term Lenders at the time of incurrence thereof the aggregate amount of the Initial Term Commitments of all Initial Term Lenders. The Initial Term Loans to be made by each Initial Term Lender will be made by such Initial Term Lender in the aggregate amount of its Initial Term Commitment in accordance with Section 2.07 hereof.

(b) On one single occasion, during the period commencing on the day after the Closing Date and until the Delayed Draw Commitment Termination Date, each Delayed Draw Term Lender that has a Delayed Draw Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make term loans denominated in Dollars (each a “Delayed Draw Term Loan”) to the Borrower pursuant to such Delayed Draw Term Lender’s Delayed Draw Term Commitment. The Delayed Draw Term Loans shall not exceed (A) for any Delayed Draw Term Lender at the time of incurrence thereof the amount of such Delayed Draw Term Lender’s Delayed Draw Term Commitment and (B) for all the Delayed Draw Term Lenders at the time of incurrence thereof the aggregate amount of the Delayed Draw Term Commitments of all Delayed Draw Term Lenders. All Delayed Draw Commitments shall terminate and be permanently reduced to zero immediately and without further action upon the initial funding thereof (whether or not fully funded) and, to the extent earlier, on the Delayed Draw Commitment Termination Date (whether or not so funded). Voluntary reductions of the Delayed Draw Term Commitments shall not be permitted at any time prior to the Delayed Draw Commitment Termination Date. All Delayed Draw Term Loans and Initial Term Loans shall be fungible with each other.

(c) With respect to all Term Loans, such Term Loans (i) once prepaid or repaid, may not be reborrowed; (ii) may, except as set forth herein, at the option of the Borrower be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurocurrency Loans denominated in Dollars; provided, that all Term Loans made as part of the same Borrowing shall consist of Term Loans of the same Type; and (iii) shall be repaid in accordance with Section 2.13(b).

Section 2.04 [Reserved]

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Section 2.05 [Reserved].

Section 2.06 Notice of Borrowing.

(a) Time of Notice. Each Borrowing of a Loan (other than (x) a Borrowing on the Closing Date which notice must be received by the Administrative Agent prior to 12:00 p.m., New York City time, on the Business Day prior to the Closing Date or (y) Continuation or Conversion) shall be made upon notice in the form provided for below which shall be provided by the Borrower to the Administrative Agent at its Notice Office not later than (i) in the case of each Borrowing of a Eurocurrency Loan, 11:00 A.M. (local time at its Notice Office) at least ten (10) Business Days prior to the date of such Borrowing, and (ii) in the case of each Borrowing of a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice Office) at least ten (10) Business Days prior to the date of such Borrowing.

(b) Notice of Borrowing. Each request for a Borrowing (other than a Continuation or Conversion) shall be made by an Authorized Officer of the Borrower by delivering written notice of such request substantially in the form of Exhibit B-1 hereto (each such notice, a “Notice of Borrowing”), and in any event each such request shall be irrevocable and shall specify (i) whether such Borrowing is to be a Borrowing of Initial Term Loans or Delayed Draw Term Loans, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of the Borrowing (which shall be a Business Day), (iv) the Type of Loans such Borrowing will consist of, and (v) if applicable, the initial Interest Period.

(c) Minimum Borrowing Amount. The aggregate principal amount of each Borrowing by the Borrower shall not be less than the Minimum Borrowing Amount.

Section 2.07 Funding Obligations; Disbursement of Funds.

(a) Several Nature of Funding Obligations. The Commitments of each Lender hereunder and the obligation of each Lender to make Loans are several and not joint obligations. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and each Lender shall be obligated to make the Loans provided to be made by it required to be funded by it hereunder, regardless of the failure of any other Lender to fulfill any of its Commitments hereunder. Nothing herein and no subsequent termination of the Commitments shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder and in existence from time to time or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(b) Borrowings Pro Rata. All Term Loans shall be made by the Lenders having Term Commitments pro rata on the basis of their respective Term Commitments (excluding, to the extent there has been an amendment, change, waiver or other modifications to the conditions set forth in Section 4.02, any Lenders that decline to fund their undrawn Term Commitments in accordance with Section 11.12(a)(i)(F)).

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(c) Notice to Lenders. The Administrative Agent shall promptly give each Lender, as applicable, written notice of each proposed Borrowing, or Conversion or Continuation thereof, and of such Lender’s proportionate share thereof or participation therein and of the other matters covered by the Notice of Borrowing or Notice of Continuation or Conversion as the case may be, relating thereto.

(d) Funding of Loans. No later than 12:00 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender will make available its amount, if any, of each Borrowing requested to be made on such date to the Administrative Agent at the Payment Office in immediately available funds and the Administrative Agent promptly will make available to the Borrower by depositing to its account at the Payment Office (or such other account as the Borrower shall specify) the aggregate of the amounts so made available in the type of funds received; provided that $135,000,000 of the proceeds of the Delayed Draw Term Loans shall be deposited in the Designated Securities Account pending Withdrawal in accordance with Section 2.12.

(e) Advance Funding. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made the same available to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a rate per annum equal to (i) if paid by such Lender, the overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 2.09, for the respective Loans (but without any requirement to pay any amounts in respect thereof pursuant to Section 3.02).

Section 2.08 Evidence of Obligations.

(a) Loan Accounts of Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b) Loan Accounts of the Administrative Agent; Lender Register. The Administrative Agent shall maintain accounts in which it shall record: (i) the amount of each Loan and Borrowing made

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hereunder, the Type thereof, the currency in which such Loan is denominated, the Interest Period and applicable interest rate; (ii) the amount of any principal due and payable or to become due and payable from the Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. In addition, the Administrative Agent shall maintain a register (the “Lender Register”) on or in which it will record the names of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loan owing to, each Lender, pursuant to the terms hereof from time to time. The entries in the Lender Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Lender Register pursuant to the terms hereof as a Lender for all purposes of this Agreement. The Administrative Agent will make the Lender Register available to any Lender (with respect to such Lender’s own interest only), the Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors, the Ad Hoc 2020 EMEA Term Lender Group Advisors or the Borrower, at any reasonable time and from time to time upon reasonable prior notice.

(c) Effect of Loan Accounts, etc. The entries made in the accounts maintained pursuant to Section 2.08(b) shall be prima facie evidence of the existence and amounts of the Obligations recorded therein; provided, that the failure of the Administrative Agent to maintain such accounts or any error (other than manifest error) therein shall not in any manner affect the obligation of any Credit Party to repay or prepay the Loans or the other Obligations in accordance with the terms of this Agreement.

(d) Notes. Upon reasonable written request of any Lender, the Borrower will execute and deliver to such Lender, including in respect of any funding by such Lender of a Delayed Draw Term Loan, a Note with blanks appropriately completed in conformity herewith to evidence its obligation to pay the principal of, and interest on, the applicable Term Loan made to it by such Lender; provided, however, that the decision of any Lender to not request a Note shall in no way detract from the Borrower’s obligation to repay the applicable Loans and other amounts owing by the Borrower to such Lender.

Section 2.09 Interest; Default Rate.

(a) [Reserved].

(b) Interest on Term Loans. The outstanding principal amount of each Term Loan made by each Lender shall bear interest at a rate per annum equal to the sum of (i) an amount payable in cash equal to (x) during such periods as such Term Loan is a Base Rate Loan, the Base Rate plus 4.00% and (y) during such periods as such Term Loan is a Eurocurrency Loan, the relevant Adjusted Eurocurrency Rate for such Eurocurrency Loan for the applicable Interest Period plus 5.00% and (ii) 2.50%, which interest, in the case of this clause (ii) shall be payable-kind and shall accrete, on a monthly basis, to the principal amount of each Term Loan in accordance with Section 2.09(e).

(d) Default Interest. Notwithstanding the above provisions, if any Event of Default has occurred and is continuing, then: all amounts payable under this Agreement or any other Loan Documents

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shall thereafter automatically bear interest during the continuance of such Event of Default (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable Debtor Relief Laws) payable on demand, at a rate per annum equal to the Default Rate.

(e) Accrual and Payment of Interest. Interest shall accrue from and including the date of any Borrowing to but excluding the date of any prepayment or repayment thereof and shall be payable by the Borrower: (i) in respect of each Base Rate Loan, monthly in arrears on the last Business Day of each month; (ii) in respect of each Eurocurrency Loan, on the last day of each Interest Period applicable thereto; and (iii) in respect of all Loans, on any repayment, prepayment or Conversion (on the amount repaid, prepaid or Converted), at maturity (whether by acceleration or otherwise), and, after such maturity or, in the case of any interest payable pursuant to Section 2.09(d), on demand. Interest that is to be paid in-kind pursuant to Section 2.09(b) shall be paid in accordance with the immediately preceding sentence by capitalizing such interest and adding such capitalized interest to the then outstanding principal amount of the applicable Term Loan and, thereafter, shall bear interest as provided hereunder as if it had originally been part of the outstanding principal of the applicable Term Loan.

(f) Computations of Interest. All computation of interest hereunder shall be made on the actual number of days elapsed over a year of 360 days, except that interest computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year).

(g) Information as to Interest Rates. The Administrative Agent, upon determining the interest rate for any Borrowing, shall promptly notify the Borrower and the Lenders, and the Administrative Agent will promptly provide notice of such determinations to the Borrower and the Lenders. Any such determination by the Administrative Agent shall be conclusive and binding absent manifest error.

(h) Recalculation of Interest and Fees. By entering into this Agreement, the parties have assumed in bona fide that the interest and fees payable hereunder are not and will not become subject to any Tax deduction on account of Swiss Withholding Tax. Nevertheless, if a Tax deduction is required by Swiss law to be made by a Credit Party in respect of any interest or fees payable by it under this Agreement and should it be unlawful for the relevant Credit Party to comply with Section 3.03 (Net Payments) for any reason, then:

(i) the applicable interest rate/fee in relation to that interest/fee payment shall be (i) the interest rate/fee which would have applied to that interest payment/fee (as provided for in Section 2.09(a) and Section 2.09(b) or otherwise in this Agreement in the absence of this Section 2.09(h)) divided by (ii) one (1) minus the rate at which the relevant Tax deduction is required to be made (where the rate at which the relevant Tax deduction is required to be made is for this purpose expressed as a fraction of one (1) rather than as a percentage); and

(ii) the relevant Credit Party shall be obliged:

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(A) to pay the relevant interest/fee at the adjusted rate in accordance with sub-section (i) above; and

(B) to make the Tax deduction on the interest/fee so recalculated; and

all references to a rate of interest/fee in Section 2.09(a) and Section 2.09(b) or otherwise in this Agreement shall be construed accordingly. To the extent that interest/fee payable by a Credit Party under this Agreement becomes subject to Swiss Withholding Tax, the relevant Credit Party will provide to the Administrative Agent and the other Recipients those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax for the Administrative Agent and each other relevant Recipient to prepare a claim for refund of Swiss Withholding Tax and the Administrative Agent and each other relevant Recipient and the relevant Credit Party shall promptly co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) to the extent possible and necessary for the relevant Credit Party to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or to allow the Administrative Agent and the other Recipients to prepare claims for the refund of any Swiss Withholding Tax so deducted.

(i) Effect of Benchmark Transition Event(j) . Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent (at the direction of the Required Lenders) and the Borrower may amend this Agreement to replace the Adjusted Eurocurrency Rate with a Benchmark Replacement; provided that any such Benchmark Replacement shall be administratively feasible for the Administrative Agent, and provided further the Administrative Agent shall not be bound to follow or agree to any amendment or supplement to this Agreement (including, without limitation, any Benchmark Replacement Conforming Changes) that would increase or materially change or affect the duties, obligations or liabilities of the Administrative Agent (including, without limitation, the imposition or expansion of discretionary authority), or reduce, eliminate, limit or otherwise change any right, privilege or protection of the Administrative Agent, or would otherwise materially and adversely affect the Administrative Agent, in each case in its reasonable judgment, without its express written consent. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Adjusted Eurocurrency Rate with a Benchmark Replacement pursuant to this Section 2.09(i) will occur prior to the applicable Benchmark Transition Start Date. In connection with the implementation of a Benchmark Replacement, the Administrative Agent (at the direction of the Required Lenders) will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to

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this Agreement. The Administrative Agent (at the direction of the Required Lenders) will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.09(i), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.09(i). In the event that Adjusted Eurocurrency Rate or applicable Benchmark Replacement is not available on any determination date, then unless the Administrative Agent is notified of a replacement benchmark in accordance with the provisions of this Agreement at least five Business Days prior to any dated upon which interest payments are due pursuant to this Agreement, the Administrative Agent shall use the interest rate in effect for the immediately prior Interest Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of the Base Rate based upon the Adjusted Eurocurrency Rate will not be used in any determination of the Base Rate.

Section 2.10 Conversion and Continuation of Loans.

(a) Conversion and Continuation of Loans. The Borrower shall have the right, subject to the terms and conditions of this Agreement, to elect to change or continue the Type of any Loans, as follows:

(i) in the case of Base Rate Loans, the Borrower may elect to Convert such Loans to Eurocurrency Loans on any Business Day;

(ii) in the case of Eurocurrency Loans, the Borrower may, subject to Section 3.02, elect to (x) Convert all or a portion of such Eurocurrency Loans into a Borrowing or Borrowings of Base Rate Loans on any Business Day, and (y) Continue a Borrowing of such Eurocurrency Loans at the end of the applicable Interest Period as a new Borrowing of Eurocurrency Loans with a new Interest Period; and

(iii) [reserved].

(b) Notice of Continuation and Conversion. Each Continuation or Conversion of a Loan shall be made upon notice in the form provided for below provided by the Borrower to the Administrative Agent at its Notice Office not later than (i) in the case of each Continuation of or Conversion into a Eurocurrency Loan, prior to 11:00 A.M. (local time at its Notice Office) at least three (3) Business Days’ prior to the date of such Continuation or Conversion, and (ii) in the case of each Conversion to a Base

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Rate Loan, prior to 11:00 A.M. (local time at its Notice Office) on the Business Day prior to such Conversion. Each such request shall be made by an Authorized Officer of the Borrower delivering written notice of such request substantially in the form of Exhibit B-2 hereto (each such notice, a “Notice of Continuation or Conversion”), and in any event each such request shall be irrevocable and shall specify (A) the Borrowings to be Continued or Converted, (B) the date of the Continuation or Conversion (which shall be a Business Day), and (C) the Interest Period or, in the case of a Continuation, the new Interest Period.

Section 2.11 Fees.

(a) Backstop Premium. On the Closing Date, the Borrower shall pay (or cause to be paid) to the Administrative Agent, for the account of each Lender as of the Closing Date, a backstop premium in cash equal to 8.50% of the aggregate Term Commitments then in effect, to be allocated to each Lender on a pro rata basis based on the aggregate principal amount of such Lender’s Term Commitments as in effect on the Closing Date. The backstop premium represents compensation for the commitment of each Lender’s Delayed Draw Term Commitment and is intended to be treated as put premium with respect to such Delayed Draw Term Commitment for U.S. federal income tax purposes.

(b) Administrative Agent Fees. The Borrower shall pay to the Administrative Agent, on the Closing Date and thereafter, for its own account, the administrative agent fees set forth in the Fee Letter.

(c) Computations and Determination of Fees. All computations of fees hereunder shall be made on the actual number of days elapsed over a year of 360 days.

Section 2.12 Securities Account Withdrawals. The Borrower may on each Withdrawal Date, direct or order the Withdrawal of assets held in the Designated Securities Account, with the proceeds to be made available to the Borrower to the account as the Borrower shall specify; provided that, the Borrower shall deliver a Notice of Withdrawal to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors (with a copy to the Administrative Agent), prior to 12:00 p.m., New York City time, at least two (2) Business Days prior to such Withdrawal Date; provided further that, the amount that may be Withdrawn during any calendar month shall not exceed the Withdrawal Amount for such monthly period without the consent of the Required Lenders.

Section 2.13 Voluntary, Scheduled and Mandatory Prepayments of Loans.

(a) Voluntary Prepayments. The Borrower shall have the right to prepay any of the Loans owing by it, in whole or in part, without premium or penalty, except as specified in subparts (g) and (h) below, from time to time. The Borrower shall give the Administrative Agent at the Notice Office written notice of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurocurrency Loans) the specific Borrowing(s) pursuant to which the prepayment is to be made, which notice shall be received by the Administrative Agent by (y) 11:00 A.M. (local time at the Notice Office) three (3) Business Days prior to the date of such prepayment, in the case of any prepayment of Eurocurrency Loans, or (z) 11:00 A.M. (local time at the Notice Office) on the Business Day prior to such prepayment,

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in the case of any prepayment of Base Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the affected Lenders, provided that:

(i) each partial prepayment shall be in an aggregate principal amount of at least (A) in the case of any prepayment of a Eurocurrency Loan, $5,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $1,000,000 and (B) in the case of any prepayment of a Base Rate Loan, $500,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $100,000;

(ii) no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and

(iii) in the case of any prepayment of Term Loans, such prepayment shall be applied in the manner directed by the Borrower; provided, that in the absence of such direction, such prepayment shall be applied to the Term Loans in forward order of maturity.

(b) Scheduled Repayment of Term Loans. The Borrower shall repay entire remaining principal amount of the outstanding Term Loans in full on the Maturity Date.

(c) Mandatory Payments. The Loans shall be subject to mandatory repayment or prepayment (in the case of any partial prepayment conforming to the requirements as to the amounts of partial prepayments set forth in Section 2.13(a) above) in accordance with the following provisions:

(i) [Reserved].

(ii) [Reserved].

(iii) [Reserved].

(iv) [Reserved].

(v) Certain Proceeds of Asset Sales. If during any fiscal year of the Parent Guarantor, the Parent Guarantor or any Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (including, for the avoidance of doubt, the disposition of all or any portion of the Infrastructure Business) (other than any Directed Divestment) of at least $5,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(a), (b), (c) and (j)), not later than the fifth (5th) Business Day following the date of receipt of any Cash Proceeds in excess of such amount (the “Excess Asset Sale Proceeds”), the Borrower shall prepay the principal amount of Term Loans in an aggregate amount equal to such Excess Asset Sale Proceeds in accordance with Section 2.13(d) below.

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therewith) from any sale or issuance of any Indebtedness (other than any Indebtedness incurred pursuant to Section 7.04 after the Closing Date (other than any Permitted Refinancing)), the Borrower shall prepay the Term Loans in an amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.13(d).

(vii) Certain Proceeds of an Event of Loss. If during any fiscal year of the Parent Guarantor, the Parent Guarantor or any Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding insurance payments in connection with business interruption or delays in construction) of at least $5,000,000, not later than the fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount (the “Excess Event of Loss Proceeds”), the Borrower shall prepay the principal amount of the Term Loans. Notwithstanding the foregoing, in the event any property suffers an Event of Loss and the Borrower notifies the Administrative Agent and the Lenders in writing that it intends to repair, rebuild or restore the affected property, that such repair, rebuilding or restoration can be accomplished within 365 days of receipt of such Net Cash Proceeds and other funds available to the Parent Guarantor, the Parent Guarantor or its Restricted Subsidiaries as applicable, have entered into a legally binding commitment to repair, rebuild or restore the affected property within 365 days of receipt of such Cash Proceeds, that such repair, rebuilding or restoration can be accomplished within 180 days of the date of such legally binding commitment, then no such prepayment of the Loans shall be required. If by the deadline specified in the proviso in the preceding sentence, any portion of such Excess Event of Loss Proceeds has not been so used to repair, rebuild or restore the affected property, the Borrower shall prepay the principal amount of the Term Loans in an aggregate amount equal to such Excess Event of Loss Proceeds. Any such prepayment shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

(viii) If the Parent Guarantor or any Restricted Subsidiary has received any Net Cash Proceeds from any Directed Divestment, not later than the fifth (5th) Business Day following the date of receipt of any such Net Cash Proceeds, the Borrower shall prepay the principal amount of the Term Loans in an aggregate amount at least equal to 100% such Net Cash Proceeds. Any such prepayments shall be applied on a pro rata basis to outstanding Term Loans on a pro rata basis.

(d) Applications of Certain Prepayment Proceeds. Each prepayment required to be made pursuant to Sections 2.13(c), (v), (vi) or (vii) above shall be applied as a mandatory prepayment of principal of the outstanding Term Loans, on a pro rata basis.

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date of repayment or prepayment prior to designating any other Eurocurrency Loans for repayment or prepayment.

(f) Constraints on Upstreaming. The mandatory prepayments of the Borrower pursuant to Sections 2.13(c), (v), (vii) and (viii) of this Agreement shall not be required to the extent and for so long as the repatriation of funds from the Parent Guarantor’s Restricted Upstream Subsidiaries would be required to effect such prepayments and could reasonably be expected to (i) cause the Parent Guarantor, the Borrower or its Restricted Upstream Subsidiaries to suffer material adverse costs or tax consequences (including the imposition of withholding taxes and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), (ii) result in a violation of applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such non-U.S. Subsidiary or non-U.K. Subsidiary) or (iii) expose individual directors of the Parent Guarantor or any of its Restricted Upstream Subsidiaries to the risk of personal liability, in each case as reasonably determined by the Parent Guarantor in good faith. The Parent Guarantor and its Restricted Upstream Subsidiaries, if any, shall take all commercially reasonable actions to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment to make the relevant prepayment. If at a later date the Parent Guarantor or any of its Restricted Upstream Subsidiaries is able to repatriate all or any portion of such funds in order to make such mandatory prepayment without incurring a material risk of suffering a material adverse cost or tax consequence or such prohibition, restriction or delay is no longer applicable, as applicable, it shall promptly take all such actions necessary to repatriate such funds and make such mandatory prepayment.

(g) Make-Whole Premium. Upon the occurrence of a Triggering Event, and in accordance with Section 8.03, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, concurrently with the occurrence of such Triggering Event, an amount equal to the Make-Whole Premium with respect to the Term Loans subject to such Triggering Event.

(h) Breakage and Other Compensation. Any prepayment made pursuant to this Section 2.13 shall be accompanied by any amounts payable in respect thereof under Article III hereof.

(i) Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, if the Borrower is required to make any mandatory prepayment of Term Loans pursuant to Sections 2.13(c)(v) (other than the Net Cash Proceeds of any disposition of all or any portion of the Infrastructure Business) or (vii) (a “Waivable Mandatory Prepayment”), not less than four (4) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Term Loans of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any such Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 11:00 A.M. (local time at the Notice Office) on the first Business Day prior to the Required

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Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall retain that amount of the Waivable Mandatory Prepayment with respect to which each Lender, if any, shall have exercised its option to refuse (any such amount retained by either Borrower, the “Retained Declined Proceeds”).

Section 2.14 Method and Place of Payment.

(a) Generally. All payments made by the Borrower or Parent Guarantor hereunder (including any payments made with respect to the Parent Guarantor Guaranteed Obligations under Article X) under any Note or any other Loan Document shall be made without setoff, counterclaim or other defense.

(b) Application of Payments. Except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, all payments and prepayments of Term Loans shall be applied by the Administrative Agent to reduce the principal amount of Term Loans held by each Lender on a pro rata basis.

(c) Payment of Obligations. Except as specifically set forth elsewhere in this Agreement, all payments under this Agreement with respect to any of the Obligations shall be made to the Administrative Agent on the date when due and shall be made at the Payment Office in immediately available funds.

(d) Timing of Payments. Any payments under this Agreement that are made later than 11:00 A.M. (local time at the Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

(e) Distribution to Lenders. Upon the Administrative Agent’s receipt of payments hereunder, the Administrative Agent shall immediately distribute to each Lender its ratable share, if any, of the amount of principal, interest, and fees received by it for the account of such Lender; provided, however, that if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder then, except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, such funds shall be applied towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal, interest and fees then due to such parties.

Section 2.15 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

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(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders.”

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.03 shall be applied at such time or times as may be determined by the Required Lenders as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Required Lenders and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the applicable conditions in Article IV were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments under the Credit Facility. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b) Defaulting Lender Cure. If the Borrower and the Required Lenders agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent (at the direction of the Required Lenders) will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders (or take such other actions as the Required Lenders may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments under the Credit Facility), whereupon such Lender will cease to be a Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from

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Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III.

INCREASED COSTS, ILLEGALITY AND TAXES

Section 3.01 Increased Costs, Illegality, etc. (a) Without limiting Section 2.09 of this Agreement, in the event that (x) in the case of clause (i) below, the Required Lenders or (y) in the case of clauses (ii) and (iii) below, any Lender or other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):

(i) on any date for determining the interest rate applicable to any Eurocurrency Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such Eurocurrency Loan; or

(ii) at any time, that such Lender or other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender or other Recipient deems material with respect to any Eurocurrency Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) because of (x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or other Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (y) other circumstances adversely affecting the London interbank market (other than as contemplated in Section 2.09 of this Agreement) or the position of such Lender or other Recipient in any such market; or

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Lenders or other Recipients). Thereafter (x) in the case of clause (i) above, the affected Type of Eurocurrency Loans shall no longer be available until such time as the Required Lenders notify the Borrower, the Administrative Agent (who shall promptly notify the Lenders) or other Recipients that the circumstances giving rise to such notice by the Required Lender no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower with respect to such Type of Eurocurrency Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender or other Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or other Recipient shall determine) as shall be required to compensate such Lender or other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or other Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by such Lender or other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 3.01(b) as promptly as possible and, in any event, within the time period required by law.

(b) At any time that any Eurocurrency Loan is affected by the circumstances described in Section 3.01(a)(ii) or (iii), the Borrower may (and in the case of a Eurocurrency Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall) either (i) if the affected Eurocurrency Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent thereof on the same date that the Borrower was notified by a Lender or other Recipient pursuant to Section 3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing of a Loan denominated in Dollars, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, (ii) if the affected Eurocurrency Loan is then outstanding and denominated in Dollars, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender or other Recipient to Convert each such Eurocurrency Loan into a Base Rate Loan or (iii) if the affected Eurocurrency Loan is then outstanding and is a Loan, bear interest at such rate as the Required Lenders shall determine adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the applicable interest rate set forth in Section 2.09(b); provided, however, that if more than one Lender or other Recipient is affected at any time, then all affected Lenders or other Recipients must be treated the same pursuant to this Section 3.01(b).

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subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 3.01(c) upon the subsequent receipt of such notice.

(d) Notwithstanding anything in this Agreement to the contrary, (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 for any amounts incurred or accruing more than 180 days prior to the giving of notice to the Borrower of additional costs or other amounts of the nature described in such Sections (provided, that if such additional costs or other amounts arose as a result of a Change in Law that was retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof), and (ii) no Lender shall demand compensation for any reduction referred to in Section 3.01(c) if it shall not at the time be the general policy or practice of such Lender to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Section 3.02 Breakage Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Borrower pursuant to Section 3.05(b); or (v) as a consequence of (x) any other default by the Borrower to repay or prepay any Eurocurrency Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall

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be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Section 3.03 Net Payments.

(a) Defined Terms. For purposes of this Section 3.03, the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Borrower. Each Credit Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any applicable Other Taxes.

(d) Indemnification by the Credit Parties. Each Credit Party with respect to Loans shall, jointly and severally, with such other Credit Parties indemnify each applicable Recipient, in each case within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 3.03, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent or prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding, including backup withholding, or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.03(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that either (x) the Borrower or (y) any U.S. Credit Party to which the Borrower advances proceeds of any Term Loan and which, in the reasonable opinion of the Borrower, any U.S. Credit Party, or the Administrative Agent, may be treated for U.S. federal income tax purposes as a conduit borrower, is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the

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recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals (or copies, including electronic copies) of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II) executed originals (or copies, including electronic copies) of IRS Form W-8ECI;

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Applicable Borrower as described in Section 881(c)(3)(C) of the Code and that no payments in connection with any Loan Document are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals (or copies, including electronic copies) of IRS Form W-8BEN-E; or

(IV) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership, or is a participating Lender), executed originals (or copies, including electronic copies) of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8 BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals (or copies, including electronic copies) of any other

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form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Each Lender hereby authorizes the Administrative Agent to deliver to the Credit Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.03(g).

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require

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any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) VAT

(i) All amounts expressed to be payable under any Loan Document by any party to a Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Recipient to any party under a Loan Document and such Recipient is required to account to the relevant tax authority for the VAT, that party must pay to such Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Recipient must promptly provide an appropriate VAT invoice to that party).

(ii) If VAT is or becomes chargeable on any supply made by any Recipient (the “Supplier”) to any other Recipient (the “VAT Receiver”) under any Loan Document, and any party other than the VAT Receiver (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Receiver in respect of that consideration):

(A) where the Supplier is the person required to account to the relevant tax authority for the VAT, the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Receiver must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the VAT Receiver receives from the relevant tax authority which the VAT Receiver reasonably determines relates to the VAT chargeable on that supply; and

(B) where the VAT Receiver is the person required to account to the relevant tax authority for the VAT, the Relevant Party must promptly, following demand from the VAT Receiver, pay to the VAT Receiver an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Receiver reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(iii) Where any Loan Document requires any party to reimburse or indemnify a Recipient for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(iv) Any reference in this Section 3.03(i) to any party shall, at any time when such party is treated as a member of a group or unity (including but not limited to a fiscal unity (fiscale eenheid) for Dutch VAT purposes, “Unity”) for VAT purposes, include (where appropriate and

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unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or Unity of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or Unity at the relevant time (as the case may be).

(v) In relation to any supply made by a Recipient to any party under any Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

(j) Survival. Each party’s obligations under this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.04 [Reserved].

Section 3.05 Change of Lending Office; Replacement of Lenders.

(a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a)(ii) or (iii), 3.01(c) or 3.03 requiring the payment of additional amounts to the Lender, such Lender will, if requested by the Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another Applicable Lending Office for any Loans or Commitments affected by such event; provided, however, that such designation is made on such terms that such Lender and its Applicable Lending Office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. The Borrower hereby agrees to pay all reasonable, documented, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests any compensation, reimbursement or other payment under Section 3.01(a)(ii) or (iii), or 3.01(c) with respect to such Lender, (ii) the Borrower is, or because of a matter in existence as of the date that the Borrower is seeking to exercise its rights under this Section will be, required to pay any Indemnified Taxes or additional amounts to any Lender or Governmental Authority pursuant to Section 3.03, or (iii) or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.06(c)), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations; provided, however, that (1) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other

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amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 3.02 hereof but excluding any amount payable under Section 2.13(g)), and (2) in the case of any such assignment resulting from a claim for compensation, reimbursement or other payments required to be made under Section 3.01(a)(ii) or (iii) or Section 3.01(c) with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 3.03, such assignment will result in a reduction in such compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 3.01, or 3.03.

ARTICLE IV.

CONDITIONS PRECEDENT

Section 4.01 Conditions Precedent at Closing Date. The occurrence of the Closing Date, and the obligation of the Lenders to make Initial Term Loans on or about the Closing Date, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date (the making of such Loans by a Lender being conclusively deemed to be its satisfaction or waiver):

(i) Credit Agreement. This Agreement shall have been executed by the Parent Guarantor, the Borrower, the Administrative Agent and each of the Lenders.

(ii) Notes. The Borrower shall have executed and delivered the appropriate Note or Notes to each Lender that has requested the same.

(iii) Guaranty Agreements. (a) Each U.S. Subsidiary Guarantor shall have duly executed and delivered the U.S. Subsidiary Guaranty and (b) each Non-U.S. Subsidiary Guarantor shall have duly executed and delivered the Non-U.S. Subsidiary Guaranty.

(iv) Security Documents. Subject to Section 6.15, the Parent Guarantor and each Subsidiary Guarantor shall have duly executed and delivered the Security Documents to which it is required to become a party pursuant to the terms of the Security Documents.

(v) Fees. The Borrower shall have (A) paid to the Administrative Agent, for its own account, the fees required to be paid by it on the Closing Date pursuant to the Fee Letter, (B) paid to the Administrative Agent, for the account of the applicable Lenders, the backstop premium pursuant to Section 2.11(a) and (C) paid or caused to be paid all reasonable fees and expenses of (w) the Administrative Agent and Seward & Kissel LLP, as counsel to the Administrative Agent, (x) the Ad Hoc Lender Group Advisors and (y) the Ad Hoc Noteholder Group Advisors, in each case, that have been invoiced at least two (2) Business Days prior to the Closing Date (or such

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later time or date as may be agreed to by the Borrower) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.

(vi) Corporate Resolutions and Approvals. The Administrative Agent and the Lenders shall have received certified copies of the resolutions of the board of directors (or similar governing body), shareholders, any supervisory board and any other corporate body (in each case, if applicable and required under local law or customary in the relevant jurisdiction) of each Credit Party approving the Loan Documents to which such Credit Party is or may become a party, and of all documents evidencing other necessary corporate or other organizational action (including resolutions of the members or shareholders of a Credit Party, as the case may be), with respect to the execution, delivery and performance by such Credit Party of the Transactions and the Loan Documents to which it is or may become a party.

(vii) [Reserved].

(viii) Opinions of Counsel. Subject to Section 6.15, the Administrative Agent and the Lenders shall have received such opinions of counsel from counsel to the Credit Parties and/or counsel to the Lenders, as reasonably determined by counsel to such Credit Parties and counsel to the Lenders in each jurisdiction, in each jurisdiction in which any such Credit Parties is organized, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(ix) Recordation of Security Documents, Delivery of Collateral, Taxes, etc. Subject to Section 6.15 and the Funding Conditions Provision, the Security Documents (or proper notices or UCC financing statements) shall have been duly recorded, published and filed in such manner and in such places as is required by law to establish, perfect, preserve and protect the rights, Liens and security interests of the parties thereto and their respective successors and assigns, all Collateral items required to be physically delivered to the Administrative Agent thereunder shall have been so delivered, accompanied by any appropriate instruments of transfer, and all taxes, fees and other charges then due and payable in connection with the execution, delivery, recording, publishing and filing of such instruments and the issuance of the Obligations and the delivery of the Notes shall have been paid in full.

(x) Transaction Documents.

(A) Existing Credit Agreement Amendment. The Existing Credit Agreement Amendment shall have been duly executed and delivered by the Parent Guarantor, the Borrower, each Subsidiary of the Parent Guarantor party thereto, the Existing Agent and lenders under the Existing Credit Agreement constituting the Required Lenders, the Required Revolving Lenders and the Required 2020 EMEA Term Lenders (each term, as defined in the Existing Credit Agreement) and shall be in full force and effect.

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(B) Priming Facility Intercreditor Agreement. The Priming Facility Intercreditor Agreement shall have been duly executed and delivered by the Administrative Agent and the Existing Agent and shall be in full force and effect and acknowledgments of the Priming Facility Intercreditor Agreement shall have been executed by and delivered to the Administrative Agent by the Parent Guarantor, the Borrower and each Subsidiary Guarantor.

(C) Lender Forbearance Agreement. The lender forbearance agreement attached as Annex D to the Existing Credit Agreement Amendment (the “Lender Forbearance Agreement”) shall be in full force and effect.

(D) Noteholder Forbearance Agreement. The noteholder forbearance agreement attached as Annex E to the Existing Credit Agreement Amendment (the “Noteholder Forbearance Agreement”) shall have been duly executed and delivered by the Parent Guarantor, each Subsidiary of the Parent Guarantor party thereto and institutions that beneficially own at least a majority of 2024 Notes out-standing as of the date hereof and shall be in full force and effect.

(xi) Initial Budget. The Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors, the Private-Side Lenders and the Administrative Agent shall have received an initial budget for the Parent Guarantor and its Subsidiaries reasonably acceptable to the Ad Hoc Lender Group Advisors prior to the Closing Date (the “Initial Budget”).

(xii) Closing Certificate. The Administrative Agent and the Lenders shall have received an officer’s certificate executed by a Financial Officer of the Parent Guarantor certifying that the conditions in Section 4.01(xiv) have been satisfied or will be substantially satisfied concurrently with the initial Borrowing on the Closing Date.

(xiii) Corporate Charters, Governing Documents and Good Standing Certificates. Subject to Section 6.15, the Administrative Agent and the Lenders shall have received: (A) a certified copy of the Certificate or Articles of Incorporation or equivalent formation document of each Credit Party and any and all amendments and restatements thereof, certified as of a recent date by the relevant Secretary of State (or comparable governmental authority in any foreign jurisdiction or, in the case of a Credit Party organized under the laws of any province of Canada or under the laws of Ireland, an officer of such Credit Party), (B) a copy of the bylaws, operating agreement, partnership agreement or equivalent governing document of each such Credit Party and all amendments and restatements thereof, and, to the extent applicable, any unanimous shareholder agreement or declaration limiting the powers of the directors of such Credit Party, in each case, certified by the Secretary or an Assistant Secretary of such Credit Party, and (C) to the extent applicable, a “long-form” good standing certificate or a certificate of existence from the Secretary of State (or, if applicable, a certificate of status from a comparable governmental authority in any foreign jurisdiction) of the state or other applicable jurisdiction of incorporation or formation, dated as of a recent date, certifying as to the good standing of such Credit Party.

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(xiv) Representations and Warranties. The representations and warranties set forth in Article V of this Agreement and each of the other Loan Documents shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of such earlier date.

(xv) Perfection Certificate. Subject to Section 6.15, the Credit Parties shall have duly executed and delivered a Perfection Certificate, together with all attachments contemplated thereby.

(xvi) Intercompany Subordination Agreement. Subject to Section 6.15, the Parent Guarantor and its Restricted Subsidiaries as determined immediately prior to the Closing Date shall have duly executed and delivered the Intercompany Subordination Agreement.

(xvii) Lien and Judgment Searches. The Administrative Agent shall have received:

(A) the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy and, if customary, Tax matters) made against the Credit Parties under the UCC (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the UCC should be made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things that the assets of each such Credit Party are free and clear of any Lien (except for Permitted Liens); and

(B) searches of ownership of U.S. and non-U.S. Intellectual Property in the appropriate governmental offices and such Intellectual Property filings as may be requested by the Administrative Agent to the extent necessary or reasonably advisable to perfect the Administrative Agent’s security interest in the Intellectual Property.

(xviii) Ad Hoc Noteholder Group. The Administrative Agent shall have received a list of all members of the Ad Hoc Noteholder Group, which list the Administrative Agent may conclusively rely on for all purposes.

(xix) Strategic Planning Committee. The Parent Guarantor’s board of directors (the “Parent Board”) shall have duly adopted and enacted an amended and restated charter for its strategic planning committee (the “Strategic Planning Committee”), which charter shall be delivered to the Administrative Agent and reasonably satisfactory to the Required Lenders.

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customer” rules and regulations and Anti-Terrorism Laws, including the USA Patriot Act, so long as such information is requested at least ten (10) Business Days prior to the Closing Date.

(xxi) Notice of Borrowing and Flow of Funds Memorandum. The Administrative Agent shall have received a Notice of Borrowing no later than 3:00 P.M. two (2) Business Day in advance of the Closing Date (or such later time or date as the Administrative Agent may agree in its reasonable discretion) together with a flow of funds memorandum.

For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 4.02 Conditions Precedent to Drawings of Delayed Draw Term Loans. The obligations of the Lenders to make Delayed Draw Term Loans is subject to the satisfaction of the following conditions (the making of such Loans by a Lender being conclusively deemed to be its satisfaction or waiver):

(i) Notice. The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.06(b).

(ii) Delayed Draw Loan Exposure. Immediately after giving effect to any such borrowing of a Delayed Draw Term Loan after the Closing Date, the aggregate Delayed Draw Loan Exposure shall not exceed the Delayed Draw Term Commitment then in effect.

(iii) No Default, Representations and Warranties. With respect to each borrowing of Delayed Draw Term Loan, at the time thereof and also after giving effect thereto: (i) there shall exist no Default or Event of Default, and (ii) all representations of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such borrowing of a Delayed Draw Term Loan, except to the extent such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made (except to the extent such representation or warranty is qualified by “materiality” or “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects).

(iv) Fees. The Borrower shall have paid all costs, fees, expenses (including reasonable, documented, out-of-pocket legal fees and expenses) and other compensation payable to the Administrative Agent and the Lenders to the extent then due.

(v) Milestones. Each of the Milestones as set forth in Sections 6.16(c)(i)(A), (ii), (iii), (iv), (v)(A) and (vi) have been satisfied.

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(vi) Officer’s Certificate. The Administrative Agent shall have received an officer’s certificate executed by a Financial Officer of the Parent Guarantor certifying that each of the conditions in this Section 4.02 have been satisfied.

(vii) Designated Securities Account. The Borrower shall have established the Designated Securities Account with the Securities Intermediary on terms reasonably satisfactory to the Required Lenders and the Administrative Agent.

Section 4.03 Conditions Satisfied.(i) The acceptance of the benefits of the Term Loans on the Closing Date shall constitute a representation and warranty by the Borrower to the Administrative Agent and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans provided for herein on the Closing Date, the Parent Guarantor and the Borrower (with respect to themselves and on behalf of the Restricted Subsidiaries) make, on the Closing Date, the following representations and warranties to, and agreements with, the Administrative Agent and the Lenders, all of which shall survive the execution and delivery of this Agreement:

Section 5.01 Corporate Status. The Parent Guarantor and each of its Restricted Subsidiaries (i) is a duly incorporated, organized or formed (as applicable) and validly existing corporation, company, partnership or limited liability company, as the case may be, (ii) is in good standing or in full force and effect under the laws of the jurisdiction of its formation, (iii) has the corporate, partnership or limited liability company power and authority, as applicable, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage, and (iv) is duly qualified and is authorized to do business in all jurisdictions where it is required to be so qualified or authorized except, in the case of clauses (ii), (iii), and (iv) where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Corporate Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is party. Each Credit Party has duly executed and delivered each Loan Document to which it is party and each Loan Document to which it is party, subject to the Legal Reservations and Non-U.S. Perfection Requirements, constitutes the legal, valid and binding agreement and obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

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Section 5.03 No Violation. Neither the execution, delivery and performance by any Credit Party of the Loan Documents to which it is party nor compliance with the terms and provisions thereof (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority applicable to such Credit Party or its properties and assets, (ii) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than the Liens created pursuant to the Security Documents) upon any of the property or assets of such Credit Party pursuant to the terms of (A) any Material Contract, or (B) any other promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other agreement or other instrument, to which such Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject which evidences Material Indebtedness, or (iii) will violate any provision of the Organizational Documents of such Credit Party, in each case referred to in clauses (i), (ii) and (iii) where the contravention, conflict or violation thereof would reasonably be expected to have a Material Adverse Effect.

Section 5.04 Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority is required to authorize or is required as a condition to (i) the execution, delivery and performance by any Credit Party of any Loan Document to which it is a party or any of its obligations thereunder or (ii) the legality, validity, binding effect or enforceability of any Loan Document to which any Credit Party is a party, except (x) the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Security Documents, subject to the Funding Conditions Provision, the Agreed Security Principles, the Legal Reservations and the Non-U.S. Perfection Requirements and (y) those orders, consents, approvals, licenses, authorizations, or validations received, or filings, recordings or registrations filed, or exemptions granted, if any.

Section 5.05 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Parent Guarantor, threatened in writing with respect to any Credit Party or any of their respective Restricted Subsidiaries or against any of their respective properties (i) that have had, or would reasonably be expected to have, a Material Adverse Effect, or (ii) that question the validity or enforceability of any of the Loan Documents, or of any action to be taken by any Credit Party pursuant to any of the Loan Documents.

Section 5.06 Use of Proceeds; Margin Regulations; Sanctions.

(a) The proceeds of all Term Loans shall be utilized to (a) pay the fees, costs and expenses incurred in connection with the Transactions and (b) provide working capital and funds for other general corporate purposes.

(b) No part of the proceeds of any Borrowing will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose

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of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the Parent Guarantor or of the Parent Guarantor and its consolidated Restricted Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock.

(c) The Borrower will use commercially reasonable efforts such that no proceeds borrowed under any Loan will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration has been obtained (in a form satisfactory to the Required Lenders) confirming that the intended “use of proceeds in Switzerland” does not result in interest payments in respect of any Loan becoming subject to a withholding or deduction for Swiss Withholding Tax.

(d) The Borrower will not use any part of the proceeds of any Borrowing directly or indirectly, (i) to fund any unlawful activities or business of or with any Sanctioned Person, or in any Sanctioned Country, in each case in violation of applicable Sanctions or (ii) in any other manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender. The representation set forth in this Section 5.06(d) is not made by the Parent Guarantor or the Borrower or for the benefit of any Lender to the extent that it would violate or expose the Parent Guarantor or the Borrower or any such Lender to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and that is applicable to the Parent Guarantor, the Borrower or such Lender, as applicable (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV))).

Section 5.07 Approved Budget. The Approved Budget was prepared on behalf of the Parent Guarantor in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made in light of the conditions existing at the time the Approved Budget was created; provided that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Parent Guarantor’s projected consolidated results as set forth therein will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Approved Budget may differ materially from the Approved Budget.

Section 5.08 [Reserved].

Section 5.09 No Material Adverse Change. Since the Closing Date, there has been no change in the financial condition, business, properties and assets of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, except for changes none of which, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect; provided that, for purposes of this Section 5.09, any such change resulting from any event or circumstance that has been publicly disclosed by the Parent Guarantor as of the Closing Date shall not be deemed to constitute a Material Adverse Effect.

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Section 5.10 Tax Returns and Payments. Each Credit Party has filed all U.S. federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it that have become due, other than (x) those not yet delinquent or those being contested in good faith and (y) as described on Schedule 5.10. No claims or investigations are being asserted against Credit Parties with respect to Taxes, where such claim or investigation would have a Material Adverse Effect, unless the same are being disputed in good faith by appropriate means or adequate reserves are being maintained in respect of such claims. Each Credit Party has established on its books such charges, accruals and reserves in respect of taxes, assessments, fees and other governmental charges for all fiscal periods as are required by GAAP. No Credit Party knows of any proposed assessment for additional federal, foreign, state or provincial taxes for any period, or of any basis therefor, which, individually or in the aggregate, taking into account such charges, accruals and reserves in respect thereof as the Parent Guarantor and its Restricted Subsidiaries have made, would reasonably be expected to have a Material Adverse Effect.

Section 5.11 Title to Properties, etc. Each Credit Party has good and marketable title, in the case of owned Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens or as a result of a Directed Divestment In Trust. Schedule 5.11 sets forth a complete list of each Real Property owned by the Credit Parties in fee simple on the Closing Date having a fair market value in excess of $10,000,000.

Section 5.12 Lawful Operations, etc. Each Credit Party and each Restricted Subsidiary: (i) holds all necessary foreign, federal, state, provincial, local and other governmental licenses, registrations, certifications, permits and authorizations necessary to conduct its business and own its properties (except as a result of any Directed Divestment with respect to any Interoute German Asset); and (ii) is in full compliance with all requirements imposed by law, regulation or rule, whether foreign, federal, state or local, that are applicable to it, its operations, or its properties and assets, including applicable requirements of Environmental Laws, except for any failure to obtain and maintain in effect, or noncompliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 5.13 Environmental Matters.

(a) Each Credit Party and each of their Subsidiaries is in compliance with all applicable Environmental Laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of each Credit Party and each of their Subsidiaries under any Environmental Law have been secured and each Credit Party and each of their Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith would not reasonably be likely to have a Material Adverse Effect. No Credit Party nor any of their Subsidiaries has received written notice, and no Authorized Officer of such Credit Party or Subsidiary knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or

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decree issued pursuant to Environmental Laws to which such Credit Party or such Subsidiary is a party or that would affect the ability of such Credit Party or such Subsidiary to operate any Real Property, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no Environmental Claims pending or, to the knowledge of any Credit Party, threatened in writing wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any Real Property owned, leased or operated by the Credit Parties or their Subsidiaries as to which any Credit Party or any such Subsidiary has received written notice, that would reasonably be expected: (i) to form the basis of an Environmental Claim against any Credit Party or any of their Subsidiaries or any Real Property of a Credit Party or any of their Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Law, except in each such case, such Environmental Claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

(b) To the knowledge of the Credit Parties, Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Credit Parties or any of their Subsidiaries or (ii) released on or about any such Real Property, in each case where such occurrence or event is not in compliance with or would give rise to liability of the Parent Guarantor or its Subsidiaries under Environmental Laws and would reasonably be expected to have a Material Adverse Effect.

Section 5.14 Compliance with ERISA, etc.

(a) Compliance by the Credit Parties with the provisions hereof and Borrowings contemplated hereby will not involve any non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. The Credit Parties, their Subsidiaries and each ERISA Affiliate, except for such non-compliance that would not reasonably be expected to have a Material Adverse Effect (i) has fulfilled all obligations under the minimum funding standards of ERISA and the Code with respect to each U.S. Plan that is not a Multi-Employer Plan or a Multiple Employer Plan, (ii) has satisfied all contribution obligations in respect of each Multi-Employer Plan and each Multiple Employer Plan, (iii) is in compliance with all other applicable provisions of ERISA and the Code with respect to each U.S. Plan and (iv) has not incurred any liability under Title IV of ERISA with respect to any U.S. Plan, or any trust established thereunder. No U.S. Plan or trust created thereunder has been terminated, there have been no Reportable Events, with respect to any U.S. Plan or trust created thereunder, in each case, which termination or Reportable Event will or would reasonably be expected to have a Material Adverse Effect, and no U.S. Plan has incurred an ERISA Event which ERISA Event will or would reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of a Credit Party nor any ERISA Affiliate is at the date hereof, or has been at any time within the five (5) years preceding the date hereof, an employer required to contribute to any Multi-Employer Plan or Multiple Employer Plan. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has any contingent liability with respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed to the Administrative Agent and the Lenders in writing.

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(b) Each Non-U.S. Plan has been registered (to the extent required) and maintained in good standing with the applicable regulatory authorities. Each Non-U.S. Plan has been maintained, operated and administered in material compliance with its terms and the requirements of all applicable laws and all Non-U.S. Plans required to be funded have been funded in accordance with all applicable laws, in each case, except as would not reasonably be expected to have a Material Adverse Effect. No Non-U.S. Plan has been wound-up or terminated prior to the Closing Date for which any Credit Party or any Subsidiary of any Credit Party has any material liabilities or obligations.

(c) Neither the Parent Guarantor nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the United Kingdom Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom Pensions Schemes Act 1993).

(d) Neither the Parent Guarantor nor any of its Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the United Kingdom Pensions Act 2004) such an employer.

(e) With respect to each Canadian Pension Plan: (a) no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Credit Party or any Subsidiary of a Credit Party being required to make a material additional contribution to such plan; (b) no material contribution failure has occurred with respect to any Canadian Pension Plan sufficient to give rise to a Lien under any applicable pension benefits laws of any jurisdiction; (c) no condition exists and no event or transaction has occurred with respect to any Canadian Pension Plan which is reasonably likely to result in any Credit Party or any Subsidiary of a Credit Party incurring any material liability, fine or penalty under any applicable law; (d) all contributions (including employee contributions made by authorized payroll deductions) that are required to be made in accordance with all applicable laws, any applicable collective agreement and the terms of each Canadian Pension Plan have been made in a timely fashion; (e) each Canadian Pension Plan has been established, registered and administered, as applicable, in accordance with applicable laws in all material respects, and no event has occurred and no conditions exist with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in any Canadian Pension Plan having its registration revoked or refused by any Governmental Authority or being required to pay any material Taxes, fines or penalties under any applicable law. No Credit Party nor any Subsidiary of a Credit Party sponsors, participates in, contributes to, nor has it ever sponsored, participated in or contributed to any Canadian Defined Benefit Pension Plan.

Section 5.15 Intellectual Property, etc. Each Credit Party and each Restricted Subsidiary has obtained or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and other rights with respect to the foregoing necessary for the present conduct of its business, without, to the knowledge of the Borrower, any conflict with the rights of others, except for such patents, trademarks, service marks, trade names, copyrights, licenses and rights, the loss of which, and such conflicts that, in any such case individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, Schedule 5.15 sets forth a complete list of (i) all material trade names and service marks and (ii) all registered patents, trademarks and copyrights

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(other than such patents, trademarks and copyrights that have been abandoned or lapsed), in the case of each of clauses (i) and (ii), with respect to owned Intellectual Property.

Section 5.16 Investment Company Act, etc. No Credit Party nor any of its Restricted Subsidiaries is subject to regulation with respect to the creation or incurrence of Indebtedness under the Investment Company Act of 1940, as amended, the Federal Power Act, as amended or any applicable Federal or state public utility law.

Section 5.17 Insurance. The Credit Parties and their Restricted Subsidiaries maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are usually insured against in the same general area by similarly situated companies of similar size and engaged in the same or a similar business and operating in the same or similar locations and in each case in compliance with the terms of Section 6.03.

Section 5.18 Centre of Main Interests and Establishments. For the purposes of Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on Insolvency Proceedings (recast) (the “European Insolvency Regulation”), the centre of main interests (as that term is used in Article 3(1) of the European Insolvency Regulation) of each Non-U.S. Subsidiary (other than Non-U.S. Subsidiaries incorporated in Switzerland) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the European Insolvency Regulation) in any other jurisdiction.

Section 5.19 Security Interests, etc.

(a) Subject to the Funding Conditions Provision, the Legal Reservations and the Agreed Security Principles, once executed and delivered, each of the Security Documents creates, as security for the applicable Obligations, a valid and enforceable, and, upon making the filings and recordings referenced in Section 5.19(b) and any Non-U.S. Perfection Requirements, perfected security interest in and Lien on all of the Collateral subject thereto from time to time, in favor of the Administrative Agent for the benefit of the Secured Creditors named therein, superior to and prior to the rights of all third persons and subject to no other Liens (except that the Collateral under the Security Documents may be subject to Permitted Liens) and no filings or recordings are required in order to perfect the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof.

(b) Subject to the Funding Conditions Provision, the Legal Reservations and the Agreed Security Principles all recording, stamp, intangible, notarial or other similar taxes or fees required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement thereof have been paid, in each case, except to the extent failure to pay such recording, stamp, intangible, notarial or other similar taxes or fees would not reasonably be expected to result in an Material Adverse Effect. Notwithstanding anything contained herein, on the

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Closing Date, the only Liens on and security interests in any Collateral that are required to be provided or perfected on the Closing Date are set forth in the Funding Conditions Provision.

Section 5.20 True and Complete Disclosure. To the best of the Parent Guarantor’s knowledge, the written factual information (taken as a whole), including any supplements and updates thereto, heretofore or contemporaneously furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated herein (other than projections, budgets, forecasts, estimates and other forward looking information, pro forma financial information and information of a general economic or industry specific nature) is, and all other such written factual information (taken as a whole), including any supplements and updates thereto, hereafter furnished by or on behalf of such Person in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified (unless such information specifically refers to an earlier date, in which case it shall be true and accurate in all material respects on and as of such earlier date) and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided.

Section 5.21 [Reserved].

Section 5.22 Capitalization. As of the Closing Date after giving effect to the Transaction, Schedule 5.22 sets forth, in all material respects, a true, complete and accurate description of the equity capital structure of each of the Parent Guarantor’s Subsidiaries (other than Immaterial Subsidiaries) showing, for each such Person, accurate ownership percentages of the equityholders of record. Except as set forth on Schedule 5.22, as of the Closing Date (a) there are no material preemptive rights, outstanding subscriptions, warrants or options to purchase any Equity Interests of any Credit Party and (b) there are no material obligations of any Credit Party to redeem or repurchase any of its Equity Interests. The Equity Interests of each Credit Party described on Schedule 5.22 (i) are validly issued and fully paid and non-assessable (to the extent such concepts are applicable to the respective Equity Interests and subject to the assessability of the shares to a Nova Scotia unlimited company under the Companies Act (Nova Scotia)) and (ii) are owned of record and beneficially as set forth on Schedule 5.22, free and clear of all Liens (other than Permitted Liens or as a result of any Directed Divestment In Trust). The Organizational Documents of each such Person whose Equity Interests are subject to the Liens created under the Loan Documents with the exception of any Equity Interests in any such Person existing under any laws of Canada do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Liens created under the Loan Documents.

Section 5.23 [Reserved].

Section 5.24 Anti-Terrorism and Anti-Money Laundering Law Compliance.

(a) Each Credit Party and each Subsidiary of each Credit Party is and will remain in compliance with all applicable Sanctions and Anti-Corruption Laws and in material compliance with all applicable Anti-Terrorism Laws.

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(b) No Credit Party and no Subsidiary of any Credit Party and no director, officer or, to the knowledge of the Parent Guarantor, employee, agent or Affiliate of any Credit Party or any of its Subsidiaries is a Sanctioned Person.

(c) The Borrower will not use any part of the proceeds of any Loan, directly or indirectly, for any unlawful payments to any Person, government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010 or any other applicable Anti-Corruption Laws.

(d) The representation set forth in Section 5.24(a) is not made by the Parent Guarantor or the Borrower or for the benefit of any Lender to the extent it would violate or expose the Parent Guarantor or the Borrower or any such Lender to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and that is applicable to the Parent Guarantor, the Borrower or such Lender, as applicable (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV))).

Section 5.25 Communications Matters.

(a) U.S. Communications Matters.

(i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the Parent Guarantor or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the Parent Guarantor and its Subsidiaries holds all material U.S. Communications Licenses necessary for the Parent Guarantor and each of its Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the Parent Guarantor and each Subsidiary that is a

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party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and the Lenders and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The Parent Guarantor and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the Parent Guarantor, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the Parent Guarantor and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the Parent Guarantor and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the Parent Guarantor nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the Parent Guarantor and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the Parent Guarantor or its Subsidiaries or any holder thereunder.

(iv) Each of the Parent Guarantor and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the Parent Guarantor and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the Parent Guarantor and its Subsidiaries has timely taken all material actions necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable.

(v) Except as set forth on Schedule 5.25(a)(v), neither the Parent Guarantor nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in

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compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to such Person or the conduct of its business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured.

(b) Non-U.S. Communications Matters.

(i) Schedule 5.25(b)(i) sets forth a list, as of the Closing Date, of the Non-U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each Non-U.S. Communications License held by the Parent Guarantor or any of its Restricted Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of any non-U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such Non-U.S. Communications License, in each case except for certain Non-U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Except for the Non-U.S. Communications Licenses listed on Schedule 5.25(b)(i) as “pending” which have been applied for by the Parent Guarantor or any of its Subsidiaries but not yet received, each of the Parent Guarantor and its Subsidiaries holds all Non-U.S. Communications Licenses necessary for the Parent Guarantor and its Subsidiaries in all material respects to operate the non-U.S. portion of its business and assets and engage in all activities necessary for the operation of the non-U.S. portion of its business and assets. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any Non-U.S. Communications License held by any Person who is not a Credit Party to comply with the immediately preceding sentence, except where such use of any such Non-U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) The Non-U.S. Communications Licenses were validly issued, are in full force and effect without conditions except for such conditions as are generally applicable to holders of such Non-U.S. Communications Licenses and constitute the valid, legal, binding and enforceable obligation of the Parent Guarantor and each Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the Non-U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written Non-U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(b)(i) hereto (except for certain Non-U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The Parent Guarantor and its Subsidiaries, the operation of the non-U.S. portion of its business and assets and all other activities using the Non-U.S. Communications Licenses, are in compliance in all material respects with the Non-U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the Non-U.S. Communications Licenses is pending or, to the knowledge of the Parent Guarantor, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the Non-U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(iii) Except as set forth on Schedule 5.25(b)(iii), the operation of the business and assets of the Parent Guarantor and its Subsidiaries is in material compliance with the Non-U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the Parent Guarantor and its Subsidiaries to any non-U.S. Governmental Authority, including the CRTC and ISEDC, with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the Parent Guarantor nor any of its Subsidiaries has received any written notice, or has any knowledge that the conduct of the non-U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the Non-U.S. Communications Laws or the Non-U.S. Communications Licenses. No material deficiencies have been asserted by any non-U.S. Governmental Authority or any other Person with respect to any aspect of the business or assets of the Parent Guarantor and its Subsidiaries subject to the jurisdiction of such non-U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any Non-U.S. Communications License or materially or adversely affect any rights of the Parent Guarantor or its Subsidiaries or any holder thereunder.

(iv) Except as set forth on Schedule 5.25(b)(iv), neither the Parent Guarantor nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any foreign requirements equivalent to the CALEA Requirements, CPNI Requirements or USF Requirements, including the Canadian Contribution Regime Requirements, that are applicable to such Person or such Person’s business or assets. No material deficiencies have been asserted by any Governmental Authority, including the CRTC or ISEDC, or any other Person with respect to such requirements which have not been timely cured.

Section 5.26 Licenses, Approvals and Rights-of-Way. Neither the Parent Guarantor nor any of its Restricted Subsidiaries is a party to or has knowledge of any investigation, inquiry, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or Governmental Authority or any non-governmental regulatory body or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the material Licenses and Rights-of-Way of the Parent Guarantor or any of its Restricted Subsidiaries or give rise to any order of forfeiture or material monetary penalty. Each of the Parent Guarantor and its Restricted Subsidiaries holds all Licenses and Rights-of-Way necessary for each of the Parent Guarantor and its Restricted Subsidiaries in all material respects to operate its business and engage in all activities necessary for the operation of its business and assets. The Parent Guarantor and the Borrower have no reason to believe that such Licenses and Rights-of-Way will not be renewed in the ordinary course. Each of the Parent Guarantor and its Restricted Subsidiaries has filed in a timely manner all material reports, applications, notices, registrations, renewals, documents, instruments and any other material information of whatever type required to be filed, and has paid all material fees, including all Regulatory Assessments, required to be paid by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its Licenses or Rights-of-Way or that

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are related to the Licenses or the Rights-of-Way. Neither the Parent Guarantor nor any of its Restricted Subsidiaries utilizes or relies on any License or Right-of-Way held by any Person who is not a Credit Party. The term “Licenses” as included in this Section 5.26 excludes U.S. Communications Licenses and Non-U.S. Communications Licenses.

Section 5.27 No Immunity. No Credit Party nor any of their respective Restricted Subsidiaries or assets is entitled to immunity from suit, execution, attachment or other legal process and in any proceedings in relation to the Loan Documents to which it is a party and no Credit Party nor any of their respective Restricted Subsidiaries will be entitled to claim immunity for itself or any of its assets arising from suit, execution or other legal process.

ARTICLE VI.

AFFIRMATIVE COVENANTS

The Parent Guarantor and the Borrower hereby covenant and agree that on the Closing Date and thereafter so long as this Agreement is in effect and until such time as the Commitments have been terminated, no Notes remain outstanding and the Loans, together with interest, fees and all other Obligations incurred hereunder and under the other Loan Documents, have been paid in full (excluding any contingent indemnity and reimbursement obligations which survive termination of the Loan Documents and in respect of which no claim has been made), as follows:

Section 6.01 Reporting Requirements. The Parent Guarantor will furnish to the Administrative Agent and each Lender:

(a) Annual Financial Statements. Not later than 90 days after the close of each fiscal year of the Parent Guarantor ending on or after December 31, 2020 (or, solely, in the case of the fiscal year of the Parent Guarantor ending December 31, 2020, not later than August 17, 2021the occurrence of an RSA Termination Event (which date may be extended by the Required Lenders in writing (which writing may be in the form of an e-mail from the Ad Hoc Lender Group Advisors))), the audited consolidated balance sheets of the Parent Guarantor and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations, of stockholders’ equity and of cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, all in reasonable detail and accompanied by the opinion with respect to such consolidated financial statements of such independent public accountants of recognized national standing selected by the Parent Guarantor, which opinion shall be unqualified (other than in respect of Non-U.S. Subsidiaries of the Parent Guarantor, for which such accountants may rely on the audited financial statements of other accountants in a manner consistent with past practices), in each case which such financial statements (A) shall be certified by a Financial Officer that such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards, that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Parent Guarantor and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal year in conformity with GAAP, or (B) contain such statements as are customarily

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included in unqualified reports of independent accountants. Any such financial statements that are filed pursuant to and are accessible through the SEC’s EDGAR system will be deemed to have been provided in accordance with this clause (a) so long as the Administrative Agent and each Lender have received notification of the same.

(b) Quarterly Financial Statements. Not later than 45 days after the close of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor (commencing with the fiscal quarter ending March 31, 2021) (or, solely, in the case of the fiscal quarters of the Parent Guarantor ending March 31, 2021 and June 30, 2021, not later than August 17, 2021the occurrence of an RSA Termination Event (which date may be extended by the Required Lenders in writing (which writing may be in the form of an e-mail from the Ad Hoc Lender Group Advisors))), the unaudited consolidated balance sheets of the Parent Guarantor and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of operations, of stockholders’ equity and of cash flows for such quarterly period and for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of operations, of stockholders’ equity and of cash flows, comparative figures for the related periods in the prior fiscal year, and which shall be certified on behalf of the Parent Guarantor by a Financial Officer, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes. Any such financial statements that are filed pursuant to and are accessible through the SEC’s EDGAR system will be deemed to have been provided in accordance with this clause (b) so long as the Administrative Agent and each Lender have received notification of the same.”

(c) Officer’s Compliance Certificates. At the time of the delivery of the financial statements provided for in subparts (a) and (b) above, (i) a certificate (a “Compliance Certificate”), substantially in the form of Exhibit E, signed by a Financial Officer to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Credit Parties have taken or proposes to take with respect thereto, and (ii) a management’s discussion and analysis with respect to such financial statements for such period.

(d) Budget and Variance Reports.

(i) By no later than 5:00 p.m., New York City time, on Thursday, January 28, 2021 and the Thursday of each fourth full calendar week ending thereafter, deliver to the Administrative Agent, the Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors and each Private-Side Lender, a budget in a form consistent with the then-Approved Budget (an “Updated Budget”), which shall be deemed to be satisfactory to, and consented to by, the Required Lenders unless the Ad Hoc Lender Group Advisors object thereto in writing (with an e-mail from the Ad Hoc Lender Group Advisors being sufficient) by 5:00 p.m., New York City time, on the day that is five (5) calendar days thereafter. Once such Updated Budget is satisfactory or deemed satisfactory to the Required Lenders in accordance with the foregoing, the Updated Budget shall become the Approved Budget.

(ii) By no later than 5:00 p.m., New York City time, on Thursday of each calendar week (commencing with Thursday, December 31, 2020 (each such Thursday or later time, a “Report Date”)), deliver to the Administrative Agent, the Ad Hoc Lender Group Advisors, the Ad Hoc

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Noteholder Group Advisors and each Private-Side Lender, a line-item by line-item variance report that is in a form consistent with variance reports that have been provided to the Ad Hoc Lender Group Advisors prior to the Closing Date (each a “Variance Report”), setting forth, in reasonable detail, descriptions of any material variances between actual amounts for each line-item in the Approved Budget for the cumulative four week period then-ended versus projected amounts set forth in the applicable Approved Budget for each line-item included therein on a cumulative basis for such cumulative four week period.

(iii) By no later than 5:00 p.m., New York City time, on the last Thursday of each calendar month, deliver to the Administrative Agent, the Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors and each Private-Side Lender, a report containing the key performance indicators and other information set forth in the KPI Report relating to the most recently ended calendar month; provided that the KPI Report for the month of November 2020 shall be delivered to the aforementioned parties by no later than January 14, 2021.

(e) Notices. Promptly, and in any event within five (5) Business Days, after any Credit Party or any Restricted Subsidiary obtains knowledge thereof, notice of:

(i) the occurrence of any event that constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto;

(ii) the commencement of, or any other material development concerning, any litigation or governmental or regulatory proceeding pending against any Credit Party or any Restricted Subsidiary if the same would be reasonably likely to have a Material Adverse Effect;

(iii) any amendment or waiver of the terms of, or notice of default under, (x) the Subordinated Debt Documents governing Subordinated Indebtedness constituting Material Indebtedness or (y) the Junior Lien Debt Documents governing Junior Lien Indebtedness constituting Material Indebtedness; or

(iv) any event that would reasonably be expected to have a Material Adverse Effect.

(f) ERISA Event, Non-U.S. Plan Event, Canadian Pension Plan Event.

(i) Promptly, and in any event within ten (10) Business Days after any Credit Party or any Subsidiary of a Credit Party, as applicable, knows of the occurrence of any ERISA Event or any Canadian Pension Plan Event, the Parent Guarantor will deliver to the Administrative Agent and each of the Lenders a certificate of an Authorized Officer of the Parent Guarantor setting forth the full details as to such occurrence and the action, if any, that such Credit Party or such Subsidiary of such Credit Party or such ERISA Affiliate, as applicable, is required or proposes to take, together with any notices required or proposed to be given by such Credit Party or such Subsidiary of such Credit Party or the ERISA Affiliate to or filed with the PBGC, a U.S.

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Plan participant, a Canadian Pension Plan participant, the U.S. Plan administrator or any other party.

(ii) Promptly, and in any event within ten (10) Business Days after any Credit Party or any Subsidiary of a Credit Party knows of the occurrence of any Non-U.S. Plan Event, the Parent Guarantor will deliver to the Administrative Agent and each of the Lenders a certificate of an Authorized Officer of the Parent Guarantor setting forth the full details as to such occurrence and the action, if any, that such Credit Party or such Subsidiary of such Credit Party is required or proposes to take, together with any notices required or proposed to be given by such Credit Party or such Subsidiary of such Credit Party with respect thereto.

(iii) Promptly, and in any event within ten (10) Business Days after any Credit Party or any Subsidiary of a Credit Party receives any actuarial report in relation to any Non-U.S. Plan or Canadian Pension Plan at such times as such actuarial reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees or other applicable administrator of any relevant schemes or to any Credit Party or any Subsidiary of a Credit Party), such Credit Party or Subsidiary shall deliver to the Administrative Agent a copy of such actuarial report.

(iv) Promptly, and in any event within ten (10) Business Days after any Credit Party or any Subsidiary of a Credit Party knows of the occurrence of any material change in the rate of contributions to any Non-U.S. Plans paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise), the Parent Guarantor shall notify the Administrative Agent of the full details of such change.

(g) SEC Reports and Registration Statements. Promptly after transmission thereof or other filing with the SEC, copies of all registration statements (other than the exhibits thereto and any registration statement on Form S-8 or its equivalent) and all annual, quarterly or current reports that any Credit Party or any Subsidiary files with the SEC on Form 10-K, 10-Q or 8-K (or any successor forms). Any such documents that are filed pursuant to and are accessible through the SEC’s EDGAR system will be deemed to have been provided in accordance with this clause (g) so long as the Administrative Agent and each Lender have received notification of the same.

(h) Information Relating to Collateral. At the time of the delivery of the annual financial statements provided for in subpart (a) above, a certificate of an Authorized Officer of the Parent Guarantor (i) outlining all material insurance coverage maintained as of the date of such report by the Credit Parties and all material insurance coverage planned to be maintained by the Credit Parties in the immediately succeeding fiscal year and (ii) certifying that no Credit Party has taken any actions (and is not aware of any actions so taken) to terminate any UCC financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens

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under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

(i) Other Notices. Promptly after the receipt thereof, copies of all notices of an event of default received by any Credit Party from the holders of any Material Indebtedness or any trustee with respect thereto and of all written notices relating to German Tax Obligations or determinations with respect thereto received from the German Federal Central Tax Office (Bundeszentralamt für Steuern).

(j) Violation of Anti-Terrorism Laws. Promptly (i) if any Credit Party obtains knowledge that any Credit Party or any Person that owns, directly or indirectly, any Equity Interests of or any other beneficial interest in any Credit Party, becomes the target of any of the Anti-Terrorism Laws or Sanctions, such Credit Party will notify the Administrative Agent and (ii) upon the written request of the Administrative Agent or any Lender (through the Administrative Agent), such Credit Party will provide any information the Administrative Agent or such Lender believes is reasonably necessary to be delivered in order for the Administrative Agent or Lender to comply with the USA Patriot Act or Sanctions or to demonstrate compliance with any reporting requirement under any other applicable Anti-Terrorism Law.

(k) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the financial statements referred to in Section 5.07, the consolidated financial statements of the Parent Guarantor and its Subsidiaries delivered pursuant to Section 6.01(a) or 6.01(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant thereto had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for the financial statements from the immediately preceding reporting period in form and substance satisfactory to the Required Lenders.

(l) Mandatory Prepayments. Promptly, and in any event within three (3) Business Days, the Borrower shall provide the Administrative Agent with notice of any event or action resulting in a mandatory prepayment under Section 2.13(c).

(m) Other Information. Promptly upon the reasonable written request therefor (and in any event within ten (10) days of such request), such other information or documents (financial or otherwise) relating to any Credit Party or any Significant Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request from time to time.

(n) 2024 Notes Communications. Within two (2) Business Days of receiving any notice (including any notice of default or event of default), letter or other written communication from the Ad Hoc Noteholder Group or the Ad Hoc Noteholder Group Advisors to the Borrower or its advisors, the Borrower shall provide such notice, letter or other formal written communication to the Ad Hoc Lender Group Advisors.

(o) Infrastructure Sale Notices. The Parent Guarantor shall notify the Administrative Agent, the Private-Side Lenders and the Ad Hoc Lender Group Advisors (who may share such notice with any Lender that (i) is party to a confidentiality agreement with the Parent Guarantor (a “Confidentiality

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Agreement”) and (ii) consents to receipt of such information pursuant to a Confidentiality Agreement (which notice shall, if sent prior to the “Public Disclosure Time” as defined in such Confidentiality Agreement, be subject to the cleansing provisions of such Confidentiality Agreement)) of the material terms of any amendment, waiver, supplement, or other modification to the Existing Infrastructure Sale Agreement or any Replacement Infrastructure Sale Agreement (such notice, a “Sale Amendment Notice”) as soon as reasonably practicable but in no event less than two (2) Business Days in advance of the effectiveness of any such amendment, waiver, supplement or other modification to the Existing Infrastructure Sale Agreement or any Replacement Infrastructure Sale Agreement, which for the avoidance of doubt, shall include any waiver of any Condition under the Existing Infrastructure Sale Agreement. In addition, the Parent Guarantor shall notify the Administrative Agent, the Private-Side Lenders and the Ad Hoc Lender Group Advisors (who may share such notice with any Lender that (i) is party to a Confidentiality Agreement and (ii) consents to receipt of such information pursuant to a Confidentiality Agreement (which notice shall, if sent prior to the “Public Disclosure Time” as defined in such Confidentiality Agreement, be subject to the cleansing provisions of such Confidentiality Agreement)) as soon as reasonably practicable but in no event less than five (5) Business Days prior to the occurrence of Completion (as defined in the Existing Infrastructure Sale Agreement) (such notice, a “Sale Completion Notice”).”

Section 6.02 Books, Records and Inspections. Each Credit Party will, and will cause each Restricted Subsidiary to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Credit Party or such Restricted Subsidiary, as the case may be, in accordance with GAAP; and (ii) permit officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of such Credit Party and/or such Restricted Subsidiary in whomsoever’s possession (but only to the extent such Credit Party or such Restricted Subsidiary, as applicable, has the right to do so to the extent in the possession of another Person), to examine the books of account of such Credit Party or such Restricted Subsidiary, as applicable, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of such Credit Party and/or such Restricted Subsidiary, as applicable, with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders (through the Administrative Agent) may request; provided, that such visits and inspections shall be limited to one (1) visit and inspection per fiscal year so long as no Event of Default has occurred and is continuing; provided, further, that a Responsible Officer of the Borrower shall be afforded a reasonable opportunity to be present during all such meetings, inspections and discussions and such discussions with any accountants shall be subject to the execution of any customary indemnity, non-reliance letter or similar letter requested by such accountants.

Section 6.03 Insurance.

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the same or a similar business and operating in the same or similar locations, and (ii) forthwith upon the Administrative Agent’s or any Lender’s written request, furnish to the Administrative Agent or such Lender such information about such insurance as the Administrative Agent or such Lender may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to the Administrative Agent or such Lender and certified by an Authorized Officer of the Parent Guarantor.

(b) Each Credit Party will at all times keep its respective property that is subject to the Lien of any Security Document insured in favor of the Administrative Agent, for the benefit of the Secured Creditors and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Credit Parties) (i) shall be endorsed to the Required Lenders’ satisfaction for the benefit of the Administrative Agent (including by naming the Administrative Agent as loss payee (with respect to Collateral) or, to the extent permitted by applicable law, as an additional insured), (ii) shall state that such insurance policies shall not be canceled without 30 days’ prior written notice thereof (or ten (10) days’ prior written notice in the case of cancellation for the non-payment of premiums) by the respective insurer to the Administrative Agent, and (iii) shall in the case of any such certificates or endorsements in favor of the Administrative Agent, be delivered to or deposited with the Administrative Agent; provided, that no such certificates or endorsements shall be required to be delivered prior to the date required by Section 6.15.

(c) Each Credit Party shall maintain at all times, with respect to any Mortgaged Real Property that is a Flood Hazard Property, the flood insurance required by Section 6.10(d)(ii)(D), and shall deliver to the Administrative Agent evidence of such insurance in form and substance reasonably satisfactory to the Required Lenders, including annual renewals of such insurance.

(d) If any Credit Party shall fail to maintain any insurance in accordance with this Section 6.03, or if any Credit Party shall fail to so endorse and deliver or deposit all endorsements or certificates with respect thereto (in each case, after giving effect to any applicable grace periods), the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance and the Parent Guarantor agrees to reimburse the Administrative Agent on written demand for all costs and expenses of procuring such insurance.

Section 6.04 Payment of Taxes and Claims. Each Credit Party will pay and discharge, and will cause each of its Restricted Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, when due, and all lawful claims that, if unpaid, might become a Lien or charge upon any properties of any Credit Party or any of their respective Restricted Subsidiaries; provided, however, that no Credit Party nor any of their respective Restricted Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if (i) (A) it has maintained adequate reserves with respect thereto in accordance with GAAP and (B) in the case of a tax or claim that has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such tax or claim or (ii) the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, each Credit Party will, and will cause each of its

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Restricted Subsidiaries to, pay in full all of its wage obligations in accordance with the Fair Labor Standards Act (29 U.S.C. Sections 206207), with respect to its employees subject thereto, and any comparable provisions of applicable law, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Notwithstanding the foregoing, any item disclosed on Schedule 5.10 shall not result in a breach of this Section 6.04 so long as the relevant Credit Party exerts good faith effort to otherwise enable the Parent Guarantor and the Borrower to be able to make the representations and warranties in Section 5.10 with respect to such Credit Party, without giving effect to clause (y) of the first sentence of Section 5.10.

Section 6.05 Corporate Franchises. Each Credit Party will do, and will cause each of its Restricted Subsidiaries to do, or cause to be done, all things necessary or reasonably advisable to preserve and keep in full force and effect (i) its corporate existence, rights and authority and (ii), qualification, franchises, licenses, permits, intellectual property rights and governmental approvals and authorizations, except, in the case of this clause (ii), where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; provided, however, that nothing in this Section 6.05 shall be deemed to prohibit any transaction permitted by Section 7.02.

Section 6.06 Good Repair. Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party will, and will cause each of its Restricted Subsidiaries to, ensure that its properties and equipment used or useful in its business in whomsoever’s possession they may be, are kept in reasonably good repair, working order and condition, normal wear and tear excepted, and that from time to time there are made in such properties and equipment all needful and proper repairs, renewals, replacements, extensions, additions, betterments and improvements thereto, in each case, to the extent and in the manner customary for companies in similar businesses.

Section 6.07 Compliance with Statutes; Non-U.S. Plans; Canadian Pension Plans.

(a) Compliance with Statutes. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the ownership of its property, including all applicable Environmental Laws, other than those the noncompliance with which would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect. The Parent Guarantor will, in its reasonable business judgment, maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and Anti-Terrorism Laws applicable to the Credit Parties and their Subsidiaries.

(b) Non-U.S. Plans in the United Kingdom and Ireland.

(i) The Parent Guarantor shall ensure that neither it nor any of its Restricted Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the United Kingdom Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom Pension Schemes Act 1993) or

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“connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the United Kingdom Pensions Act 2004) such an employer.

(ii) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of itself, any of its Restricted Subsidiaries and/or any of their employees are fully funded based on the statutory funding objective under sections 221 and 222 of the United Kingdom Pensions Act 2004 and that no action or omission is taken by the Parent Guarantor or any of its Restricted Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or the Parent Guarantor or any of its Restricted Subsidiaries ceasing to employ any member of such a pension scheme).

(iii) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for itself or any Credit Party organized under the laws of Ireland which are defined benefit pension schemes are fully funded on the basis of applicable Irish legislative requirements and that no action is taken or omission is made by the Parent Guarantor or any such Credit Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or the Parent Guarantor or any of its Restricted Subsidiaries ceasing to employ any member of such a pension scheme).

(c) Canadian Pension Plans. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, ensure that it does not establish or otherwise incur any obligations or liabilities with respect to any Canadian Defined Benefit Pension Plan.

Section 6.08 Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07:

(a) Each Credit Party will comply, and will cause each of its Restricted Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by such Credit Party or any of its Restricted Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP, or where non-compliance would not reasonably be expected to have a Material Adverse Effect.

(b) Each Credit Party will keep or cause to be kept, and will cause each of its Restricted Subsidiaries to keep or cause to be kept, all Real Property free and clear of any Liens imposed pursuant to applicable Environmental Laws other than Permitted Liens.

(c) No Credit Party nor any of its Restricted Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Credit Parties or any of

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their Restricted Subsidiaries or transport or arrange for the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except to the extent that any noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings for which adequate reserves have been established to the extent required by GAAP, or where non-compliance would not reasonably be expected to have a Material Adverse Effect.

(d) If required to do so under any binding and applicable order of any Governmental Authority, each Credit Party will undertake, and cause each of its Restricted Subsidiaries to undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Credit Parties or any of their Restricted Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that such Credit Party or such Restricted Subsidiary contesting such order in good faith and by appropriate proceedings for which adequate reserves have been established to the extent required by GAAP, or where non-compliance with any such order would not reasonably be expected to have a Material Adverse Effect.

Section 6.09 Certain Subsidiaries to Join in Guaranty.

(a) U.S. Subsidiaries. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any U.S. Subsidiary (other than an Excluded Subsidiary (unless the Borrower elects to designate such Excluded Subsidiary as a U.S. Subsidiary Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as a U.S. Subsidiary Guarantor)) that is not already a party to a U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a U.S. Subsidiary Guaranty, duly executed by such U.S. Subsidiary, pursuant to which such U.S. Subsidiary becomes a U.S. Subsidiary Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such U.S. Subsidiary, certified by the Secretary or an Assistant Secretary of such U.S. Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such U.S. Subsidiary Guaranty and the other Loan Documents to which such U.S. Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Required Lenders shall reasonably request, in each case, in form and substance reasonably satisfactory to the Required Lenders and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.

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withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a Non-U.S. Subsidiary Guaranty, duly executed by such Subsidiary, pursuant to which such Subsidiary becomes a Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party), certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Required Lenders shall reasonably request, in each case, in form and substance reasonably satisfactory to the Required Lenders and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.

(c) Subject to the Agreed Security Principles, in the event that any Person becomes a Non-U.S. Subsidiary of the Parent Guarantor and the ownership interests of such Non-U.S. Subsidiary are owned by the Parent Guarantor or by any Subsidiary Guarantor, the Parent Guarantor shall, or shall cause such Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10, and the Parent Guarantor shall take, or shall cause such Subsidiary Guarantor to take, all of the actions required under Section 6.10.

Section 6.10 Additional Security; Further Assurances; Real Property Matters; Etc..

(a) Additional Security. Subject in the case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and subpart (b) below, if any Credit Party acquires, owns or holds a fee simple ownership interest in (i) any Real Property on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $10,000,000 for any such Real Property and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Required Lenders), or (ii) any personal property that is not at the time included in the Collateral, the Borrower will, in the case of each of clauses (i) and (ii) above, promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the applicable Credit Party will, within 60 days (or within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following request by the Administrative Agent (at the direction of the Required Lenders) (or such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative

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Agent such opinions of local counsel, resolutions (including any necessary member or shareholder resolutions) and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Required Lenders in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

(b) [Reserved].

(c) Further Assurances. Subject to the limitations set forth in Section 6.09 and this Section 6.10, the Credit Parties will, and will cause each of their respective Restricted Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent (or, if the Priming Facility Intercreditor Agreement and/or any other intercreditor agreement is in effect, its agents, designee or bailee, in each case pursuant to the Priming Facility Intercreditor Agreement and/or such other intercreditor agreement) from time to time such conveyances, financing statements, transfer endorsements, powers of attorney, certificates, and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as may be necessary or as the Administrative Agent or the Required Lenders may reasonably require, including any documents, instruments and filings required by the Assignment of Claims Act of 1940 (provided, that the Borrower and the Credit Parties shall be deemed to have satisfied their obligations under this Section 6.10(c) with respect to the Assignment of Claims Act of 1940 upon delivery of forms signed solely by the Credit Parties). Notwithstanding the foregoing, the Administrative Agent (at the direction of the Required Lenders) may elect, in its reasonable discretion, not to require a pledge of, or take a security interest in, those assets as to which the Required Lenders shall determine, in their reasonable discretion, that the costs (including adverse tax consequences) of obtaining such Lien, pledge or security interest (including any mortgage, stamp, intangibles or other tax) exceed the benefit to the Lenders of the security afforded thereby.

(d) Real Property Matters.

(i) Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned in fee simple by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned in fee simple by a Credit Party as of the Closing Date and located in a jurisdiction outside of the United States.

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(ii) Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each Mortgaged Real Property located in the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage (or within such other time limits as specified below), all of the following:

(A) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Required Lenders (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Required Lenders (not to exceed the book value of such Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Required Lenders that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Required Lenders;

(B) if a mortgage recording or similar tax is imposed on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the amount determined by the Required Lenders in accordance with Section 6.10(d)(ii)(A) of such Real Property, as reasonably determined by the Credit Parties, and no appraisals shall be required unless required pursuant to applicable legal requirements;

(C) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property;

(D) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether such Real Property is a Flood Hazard Property, and (y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Required Lenders as to the fact that such Real Property is a Flood Hazard Property and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System;

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(E) to the extent required by the Title Company for deletion of the so-called “survey exception”, a survey of such Real Property, certified by a licensed professional surveyor in a manner sufficient for the Title Company to remove such “survey exception”, or survey coverage in the Title Policy satisfactory to the Required Lenders, acting reasonably;

(F) a certificate of the Parent Guarantor identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the three-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been received by any Credit Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and

(G) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, satisfactory in form and substance to the Required Lenders, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby (or in the case of any such Real Property located in Canada, as to the enforceability of such Mortgage), provided, that such opinion may assume, and no additional opinion will be required with respect to the power, authority, authorization and due execution and delivery by the applicable Credit Party of such Mortgage.

(iii) Subject to the Agreed Security Principles and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably agreed upon by the parties to the EMEA Facility Security Documents, in each case in form reasonably satisfactory to the Required Lenders with respect to each such Real Property to create in favor of the Administrative Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property.

(iv) Subject to Section 6.10(a)(i), with respect to each Mortgaged Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, the Required Lenders shall deliver (A) to the Administrative Agent, a completed standard “life of loan” flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the Parent Guarantor, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Administrative Agent, evidence of the receipt by the Parent Guarantor of such notice and (C) to the Administrative Agent, if such notice is required to be provided to the Parent Guarantor and flood insurance is available in the community in which such Real

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Property is located, evidence of the required flood insurance. Notwithstanding anything to the contrary herein, no Mortgage shall be required to be executed with respect to any Real Property pursuant to the terms hereof or any other Loan Documents unless and until each Lender has confirmed to the Administrative Agent in writing its satisfaction with flood insurance due diligence and compliance.

(e) Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so (other than (1) grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date)) and (2) the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable), the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facility on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Required Lenders and the Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Required Lenders)) and (y) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative Agent (at the direction of the Required Lenders)) (collectively, the “Funding Conditions Provision”); provided that:

(i) [reserved];

(ii) except as otherwise provided in this Agreement and with respect to any actions required in any non-U.S. jurisdiction in order to provide or perfect any security interests in such Collateral, within 120 days following the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), the Parent Guarantor, the Borrower and each Closing Date Subsidiary Guarantor shall have duly executed and delivered (A) such Non-U.S. Security Agreements or other Security Documents and such other agreements, instruments and documents relating to the Collateral owned by the Parent Guarantor, the Borrower or such Closing Date Subsidiary Guarantor, in form, substance and scope comparable to the collateral documentation executed by the Parent Guarantor, the Borrower or such Closing Date Subsidiary Guarantor in connection with the Existing Credit Agreement, or otherwise reasonably satisfactory to the Administrative Agent, and (B) such resolutions (including any necessary member or shareholder resolutions), certificates, legal opinions and other related documents as may be reasonably requested by the Required Lenders in connection with the execution, delivery and recording of any such Non-U.S. Security Agreements or other Security Documents, all of which

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documents shall be in form and substance reasonably satisfactory to the Administrative Agent; and

(iii) in respect of any Restricted Subsidiary incorporated in the United Kingdom (or political subdivision thereof) whose shares are the subject to Liens created by the Security Documents (a “Charged Company”), the Administrative Agent shall have received either:

(A) a certificate of an authorized signatory of the Parent Guarantor certifying that:

(I) each of it and its Restricted Subsidiaries has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the United Kingdom Companies Act 2006 from that Charged Company; and

(II) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the United Kingdom Companies Act 2006) has been issued in respect of those shares,

together with a copy of the “PSC register” (within the meaning of section 790C(10) of the United Kingdom Companies Act 2006) of that Charged Company which is certified by an Authorized Officer of the Parent Guarantor to be correct, complete and not amended or superseded as at a date no earlier than the Closing Date; or

(B) a certificate of an Authorized Officer of the Parent Guarantor certifying that such Charged Company is not required to comply with Part 21A of the United Kingdom Companies Act 2006.

(f) Taxes. The Credit Parties shall have paid or caused to be paid all costs and expenses payable in connection with all of the actions set forth in Section 6.10(d), including but not limited to (A) all mortgage, intangibles or similar taxes or fees, however characterized, payable in respect of this Agreement, the execution and delivery of the Notes, any of the Mortgages or any of the other Loan Documents or the recording of any of the same or any other documents related thereto; and (B) all expenses and premiums of the Title Company in connection with the issuance of such policy or policies of title insurance and to all costs and expenses required for the recording of the Mortgages or any other Loan Documents or any other related documents in the appropriate public records.

Section 6.11 Maintenance of Ratings. The Parent Guarantor shall use commercially reasonable efforts to obtain (within 30 days of the Closing Date) and maintain public corporate credit and corporate family ratings (but not any particular level) of the Parent Guarantor from S&P, Fitch and Moody’s, respectively, and public ratings and public recovery ratings (but not any particular level) from S&P, Fitch and Moody’s for the credit facilities provided pursuant to this Agreement.

Section 6.12 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 5.06 only to support obligations of the Parent Guarantor or its Subsidiaries.

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Section 6.13 Designated Securities Account. The Parent Guarantor shall:

(a) cause the Designated Securities Account to remain subject to a valid, perfected first priority security interest in favor of the Administrative Agent and otherwise established in a manner reasonably satisfactory to the Required Lenders; and

(b) cause all proceeds of the Delayed Draw Term Loan that were deposited in the Designated Securities Account pursuant to Section 2.07(d) and that have not been or are not in the process of being Withdrawn from the Designated Securities Account in accordance with Section 2.12 of this Agreement to be invested in Approved Cash Equivalents, it being understood and agreed that (x) the existence of U.S. Dollars in the Designated Securities Account that are not being Withdrawn shall not constitute a violation of this Section 6.13 so long as such U.S. Dollars are substantially concurrently converted into or invested in Approved Cash Equivalents in the Designated Securities Account and (y) the Parent Guarantor shall be entitled to all dividends, interest, gains and other profits with respect to assets held in the Designated Securities Account.

Section 6.14 United Kingdom People with Significant Control Regime. Each Credit Party shall (and the Parent Guarantor shall ensure that each of its Restricted Subsidiaries will):

(a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the United Kingdom Companies Act 2006 from any company incorporated in the United Kingdom (or any political subdivision thereof) whose shares are the subject of Liens under the Security Documents; and

(b) promptly provide the Administrative Agent with a copy of such notice.

Section 6.15 Post-Closing Obligations. Each Credit Party shall deliver the documents and take the actions, as applicable, set forth on Schedule 6.15 within the time periods specified therein.

Section 6.16 Additional Covenants. The Parent Guarantor shall:

(a) host one conference call with Private-Side Lenders at a time to be agreed between the Parent Guarantor and the Required Lenders every two weeks beginning with the week ending Saturday, January 9, 2021 to discuss cash flows, operations and the status and process of the disposition of the Infrastructure Business and accounting review; provided that the Parent Guarantor shall not be required to disclose any information which, in the good faith determination of the Parent Guarantor, if disclosed may result in a waiver of attorney-client privilege or the violation of any confidentiality agreement, non-disclosure agreement or similar agreement;

(b) (i) cause the Strategic Planning Committee to perform duties consistent with its constitutional documents, (ii) cause Alvarez & Marsal North America LLC to provide weekly updates to the Strategic Planning Committee with respect to the progress and status of the plan described in clause (c)(iii) of this Section 6.16, and (iii) provide to the Private-Side Lenders the information described in

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Sections 6.3(b) and (c) of the Existing Infrastructure Sale Agreement substantially concurrently with the delivery of such information to the Buyer (as defined in the Existing Infrastructure Sale Agreement);

(i) (A) use commercially reasonable efforts to cause, as promptly as practicable (but in no event later than January 8, 2021), two additional directors (the “Additional Directors”) to be appointed to the Parent Board and the Strategic Planning Committee and one observer (the “Additional Observer”) to be appointed to the Strategic Planning Committee, which Additional Directors and Additional Observer shall be appointed by the Parent Board from a list of at least six (6) candidates provided prior to the execution of this Agreement by the Steering Committee, or shall otherwise be acceptable to the Steering Committee;

(B) on or prior to March 8, 2021, deliver to the Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors and the Ad Hoc 2020 EMEA Term Lender Group Advisors a good faith proposal with respect to a deleveraging transaction;

(C) work in good faith to enter into an agreement (the “Support Agreement”) on or prior to March 31, 2021, among (w) the Credit Parties and any other Subsidiaries reasonably agreed among the parties thereto, (x) a majority (based on holdings of Term Loans) of the Ad Hoc Lender Group, (y) a majority (based on holdings of Term Loans) of the Ad Hoc Noteholder Group and (z) solely to the extent such Support Agreement contemplates that the Term Loans held by the Ad Hoc 2020 EMEA Term Lender Group would not be repaid in full in cash, a majority (based on holdings of Term Loans) of the Ad Hoc 2020 EMEA Term Lender Group, which Support Agreement provides for the deleveraging of the Parent Guarantor’s consolidated capital structure and which Support Agreement is either (I) acceptable to I Squared Capital or (II) not inconsistent with the terms of the Existing Infrastructure Sale Agreement; and

(D) in connection with entry into any such Support Agreement, each of the Forbearance Agreements shall be modified in a manner reasonably acceptable to the Requisite Forbearing Lenders (as defined in the Lender Forbearance Agreement) and the Requisite Forbearing Noteholders (as defined in the Noteholder Forbearance Agreement), as applicable, and the Parent Guarantor, including to (I) extend the forbearance therein through September 30, 2021 (which may be subject to interim milestones to be included in the Support Agreement) and (II) provide that any breach of such Support Agreement that is not waived or cured in accordance with the terms thereof shall constitute a “Termination Event” under such Forbearance Agreements;

(ii) immediately following the appointment of the Additional Directors to the Strategic Planning Committee, cause one of the currently serving members of the Strategic Planning Committee to resign from the Strategic Planning Committee;

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(iii) not later than January 15, 2021, the Parent Guarantor shall propose to the Steering Committee an additional candidate for appointment to the Parent Board, which candidate shall be “independent” under the rules of the New York Stock Exchange and shall also have relevant transactional/restructuring experience (the “New Independent Director”), and unless the Steering Committee reasonably objects in writing to the proposed New Independent Director within 24 hours of being provided the name and background of such proposed New Independent Director (which objection shall be based solely on the grounds that the proposed candidate is not “independent” under the rules of the New York Stock Exchange or does not have relevant transactional/restructuring experience), the Steering Committee shall be deemed to have approved the New Independent Director’s appointment to the Parent Board;

(iv) promptly after the New Independent Director has been appointed to the Parent Board, the Parent Board shall appoint the New Independent Director to the Strategic Planning Committee and, immediately after such appointment to the Strategic Planning Committee is effective, one of the then-serving members of the Strategic Planning Committee (who is not an Additional Director) shall resign from the Strategic Planning Committee and become an observer to the Strategic Planning Committee;

(v) (A) use commercially reasonable efforts to host, by no later than January 8, 2021, a conference call between the financial advisor to the Ad Hoc Lender Group, the financial advisor to the Ad Hoc Noteholder Group, the financial advisor to the Parent Guarantor and I Squared Capital to discuss the Existing Infrastructure Sale Agreement and the Infrastructure Business;

(B) on or prior to February 15, 2021, deliver to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors:

(I) proposed cleansing materials;

(II) a five-year business plan for RemainCo (which shall include the Parent Guarantor and its Subsidiaries solely for the period until the anticipated date of consummation of the transactions contemplated by the Existing Infrastructure Sale Agreement and not thereafter) (such plan, a “Business Plan”) that (x) has been approved by the Strategic Planning Committee and the Parent Board and (y) shall include:

(1) an overview of the industry (including competitive landscape, positioning, key trends and relevant benchmarks);

(2) an overview of RemainCo and its business segments (including key segments, geographies, products, customers (small and medium business, larger accounts) and key vendor relationships);

(3) the following financial information:

(a) [reserved];

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(b) five-year projections provided on a monthly basis for the fiscal years ended December 31, 2021 and December 31, 2022, and annually thereafter, in respect of RemainCo;

(d) key assumptions/drivers underlying the plan, including (i) sales, installs, credits and churn, (ii) corporate overhead, (iii) maintenance capital expenditures, success-based capital expenditures, capitalized labor, information technology and product development capital expenditures, (iv) capital investment plan detail and strategy, (v) working capital and (vi) tax, in each case, in a format with sufficient detail and in respect of such periods and assumptions/drivers as may be reasonably requested by the Ad Hoc Lender Group Advisors or the Ad Hoc Noteholder Group Advisors; and

(4) Business Plan sensitivities (including upside, growth initiatives and downside risks), in a format with sufficient detail and in respect of such periods and sensitivities as may be reasonably requested by the Ad Hoc Lender Group Advisors or the Ad Hoc Noteholder Group Advisors; and

(I) a preliminary draft of the unaudited consolidated balance sheets of the Parent Guarantor and its consolidated Subsidiaries as at December 31, 2020 and the related unaudited consolidated statements of operations, of stockholders’ equity and of cash flows for the fiscal year ended December 31, 2020 (subject to change as a result of accounting review and matters related thereto); and

(II) projected consolidated balance sheets on a monthly basis for the fiscal years ended December 31, 2021 and December 31, 2022, and on an annual basis for the next three fiscal years thereafter and the related statements of operations and of cash flows, in each case, of RemainCo (which monthly projections for the fiscal year ended December 31, 2021 shall include the Parent Guarantor and its Subsidiaries solely for the period until the anticipated date of consummation of the transactions contemplated by the Existing Infrastructure Sale Agreement and not thereafter), including detailed income statement with bridge to EBITDA and adjusted EBITDA, corporate overhead breakdown and detailed cash flow line items (in .xls format) (in each case, presented in a manner consistent with the 2021 budget materials previously provided to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors);

(vi) on or prior to January 31, 2021, produce a plan to the Ad Hoc Lender Group and Ad Hoc Noteholder Group with respect to the Borrower’s tax strategy and implementation of balance

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sheet recapitalization, which shall be reasonably acceptable to a majority of the Ad Hoc Lender Group and a majority of the Ad Hoc Noteholder Group; and

(vii) deliver to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors the KPMG VDD Reports (as defined in the Existing Infrastructure Sale Agreement) within five (5) Business Days after the delivery thereof to the Buyer; provided that, (i) the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors execute applicable “hold harmless” letters on customary terms for the benefit of KPMG and (ii) KPMG consents to the delivery of such KPMG VDD Reports to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors, it being understood that the Parent Guarantor will use commercially reasonably efforts to obtain KPMG’s consent to the delivery of the KPMG VDD Reports to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors following their execution of applicable “hold harmless” letters;

(d) host (i) at least one conference call and any applicable follow-up calls as reasonably requested by the Ad Hoc Lender Group Advisors or the Ad Hoc Noteholder Group Advisors, among the Parent Guarantor’s management, the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors and (ii) subject to execution of confidentiality agreements, one conference call, as reasonably requested by the Ad Hoc Lender Group Advisors or the Ad Hoc Noteholder Group Advisors, among the Parent Guarantor’s management, the Ad Hoc Lender Group Advisors, the Ad Hoc Noteholder Group Advisors and the lenders represented by the Ad Hoc Lender Group Advisors and the members of the Ad Hoc Noteholder Group, in each case, to discuss the Business Plan and related information as outlined in Section 6.16(c)(v) above; and

(e) consistent with past practice, the Parent Guarantor will provide the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors with legal and business diligence including:

(i) as it becomes available, an analysis for cost-reduction opportunities;

(ii) as it becomes available, information regarding RemainCo’s relationship with InfraCo, including break-outs of projected payments to or from, as the case may be, RemainCo and InfraCo;

(iii) conference calls, as reasonably requested by the Ad Hoc Lender Group Advisors or the Ad Hoc Noteholder Group Advisors, to address key performance indicators, product margins, pipeline, any Infrastructure Sale Agreement and the anticipated structure of the transitional services agreements that will be entered into in connection with any Infrastructure Sale Agreement;

(iv) as it becomes available, the unaudited consolidated balance sheet of RemainCo as at December 31, 2020 and each fiscal quarter thereafter and the related unaudited consolidated statements of operations, of stockholders’ equity and of cash flows of RemainCo for the fiscal year ending December 31, 2020 and each fiscal quarter thereafter, and setting forth comparative figures for the prior fiscal year; and

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(v) as they become available, any estimates and the final purchase price (including any price adjustment calculations) under any Infrastructure Sale Agreement.

ARTICLE VII.

NEGATIVE COVENANTS

Each of the Parent Guarantor and the Borrower hereby covenants and agrees, that on the Closing Date and thereafter for so long as this Agreement is in effect and until such time as the Commitments have been terminated, no Notes remain outstanding and the Loans, together with interest, fees and all other Obligations incurred hereunder and under the other Loan Documents, have been paid in full (excluding any contingent indemnity and reimbursement obligations which survive termination of the Loan Documents and in respect of which no claim has been made) as follows:

Section 7.01 Changes in Business. No Credit Party nor any of its Restricted Subsidiaries will engage in any business other than the businesses engaged in by the Credit Parties and its Restricted Subsidiaries on the Closing Date and any other business reasonably related, complementary or ancillary thereto. With respect to each Credit Party and Restricted Subsidiary subject to the European Insolvency Regulation and each Credit Party which is a U.K. Entity, no such Credit Party will, nor will it permit any of its Restricted Subsidiaries to, knowingly, without the prior written consent of the Administrative Agent, change its centre of main interests (as that term is used in Article 3(1) of the European Insolvency Regulation) or its place of central administration unless it is changing to a centre of main interests and place of central administration located in the same country as the original centre of main interests.

Section 7.02 Consolidation, Merger, Acquisitions, Asset Sales, etc. No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, (i) wind up, liquidate or dissolve its affairs, (ii) enter into any transaction of merger, consolidation or amalgamation, (iii) make or otherwise effect any Acquisition, (iv) make or otherwise effect any Asset Sale, except that each of the following shall be permitted:

(a) (i) the merger, consolidation or amalgamation of (A) any Restricted Subsidiary of the Parent Guarantor with or into the Parent Guarantor or the Borrower; provided, that the Parent Guarantor or the Borrower is the surviving or continuing or resulting corporation; (B) any Restricted Subsidiary of the Parent Guarantor with or into any Subsidiary Guarantor; provided, that the surviving or continuing or resulting corporation is a Subsidiary Guarantor; or (C) any Subsidiary of the Parent Guarantor that is not a Credit Party with or into any other Subsidiary of the Parent Guarantor that is not a Credit Party or (ii) any Holding Company Merger; provided, that substantially concurrently with the consummation of such Holding Company Merger, (x) New Parent shall provide a guarantee of the Obligations in a form reasonably satisfactory to the Administrative Agent, (y) New Parent shall deliver to the Administrative Agent the documents required of a U.S. Subsidiary or Credit Party under Sections 6.09(a) and 6.10 (including in respect of the Equity Interests of the Parent Guarantor held by the New Parent. but excluding, for the avoidance of doubt, any Security Document in regard of the Equity Interests of New

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Parent), in each case, in a form reasonably satisfactory to the Administrative Agent and (z) the Administrative Agent (acting at the direction of the Required Lenders), New Parent and Parent Guarantor shall negotiate in good faith to execute amendments to the Loan Documents such that the representations and warranties, covenants, events of default and other similar provisions herein and therein that currently apply to the Parent Guarantor also apply to New Parent; provided, further, that this Section 7.02(a) shall supersede any provisions in Section 11.12 to the contrary;

(b) so long as no Specified Event of Default has occurred and is continuing, or would result therefrom, any Asset Sale by (i) any U.S. Credit Party to any other U.S. Credit Party, (ii) any Restricted Subsidiary that is not a Credit Party to any Credit Party; (iii) any Non-U.S. Subsidiary of the Parent Guarantor that is a Credit Party to any other Credit Party, or (iv) any Restricted Subsidiary that is not a Credit Party to any other Restricted Subsidiary that is not a Credit Party; provided, that to the extent any such Asset Sale constitutes an Investment, it shall be permitted under Section 7.05 (other than Section 7.05(q));

(d) the Parent Guarantor or any of its Restricted Subsidiaries may consummate any Asset Sale, provided, that (i) the consideration for each such Asset Sale represents fair market value and at least 75% of such consideration consists of cash, (ii) in the case of any Asset Sale (other than the I Squared Infrastructure Sale (as such term is defined in the RSA) if consummated prior to the occurrence of a RSA Termination Event and in accordance with the RSA) involving consideration in excess of $20,000,000, at least three (3) Business Days prior to the date of completion of such Asset Sale, the Parent Guarantor shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer, which certificate shall contain (A) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated sale price or other consideration for such transaction, and (B) a certification that no Event of Default has occurred and is continuing, or would result from consummation of such transaction and (iii) the Parent Guarantor or such Restricted Subsidiary uses the proceeds of such Asset Sale to prepay the Loans as and to the extent required by Section 2.13(c)(v);

(e) [reserved];

(f) [reserved];

(g) in addition to any Asset Sale permitted herein, the Parent Guarantor or any of its Restricted Subsidiaries may consummate other Asset Sales in an amount not to exceed, in any fiscal year, the greater of (x) $100,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the Testing Period most recently ended, provided, that the Parent Guarantor or such Restricted Subsidiary uses the proceeds of such Asset Sale to prepay the Loans as and to the extent required by Section 2.13(c)(v);

(h) [reserved];

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(i) so long as no Event of Default has occurred and is continuing, or would result therefrom, any Restricted Subsidiary other than the Borrower may dissolve, liquidate or wind up its affairs (x) if the Parent Guarantor determines in good faith that such dissolution, liquidation or winding up is in the best interests of the Credit Parties taken as a whole and (y) so long as, if such Restricted Subsidiary is a Guarantor, the assets or business of such Restricted Subsidiary shall be transferred to, or otherwise owned and conducted by, a Credit Party;

(j) Ordinary Course Dispositions;

(k) the settlement, termination or unwinding of any Hedging Obligations or Permitted Equity Derivative;

(l) dispositions of Equity Interests in any Subsidiary prior to the time such Subsidiary becomes a wholly-owned Subsidiary, in each case pursuant to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or the exercise of warrants, options or other securities convertible into or exchangeable for the Equity Interests of such Subsidiary, so long as such rights, plans, warrants, options or other securities were not entered into or issued in connection with or in contemplation of such person becoming a Subsidiary; and

(m) subject to the Infrastructure Reorganization Principles, the Parent Guarantor and/or its Restricted Subsidiaries may consummate any of the following to the extent necessary to consummate an Infrastructure Reorganization and/or any other transaction contemplated pursuant to an Infrastructure Sale Agreement (in each case, excluding the disposition of all or any portion of the Infrastructure Business to a Person that is not an Affiliate of the Parent Guarantor): (i) in the case of any Restricted Subsidiary (other than the Borrower), wind up, liquidate or dissolve its affairs; (ii) enter into any transaction of merger, consolidation or amalgamation among the Parent Guarantor and/or the Restricted Subsidiaries; (iii) make or otherwise effect any Acquisition among the Parent Guarantor and/or the Restricted Subsidiaries; and (iv) make or otherwise effect any Asset Sale among the Parent Guarantor and/or the Restricted Subsidiaries.

Section 7.03 Liens. No Credit Party will, nor will any Credit Party permit its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind of such Credit Party or such Restricted Subsidiary whether now owned or hereafter acquired, except that the foregoing shall not apply to:

(a) any Standard Permitted Lien;

(b) Liens in existence on the Closing Date that are listed in Schedule 7.03 hereto and any renewals or extensions thereof; provided, that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.04(b), and (iii) the direct or any contingent obligor with respect thereto is not changed;

(c) Liens securing Indebtedness permitted pursuant to Section 7.04(c); provided, that (i) any such Liens attach only to the property being financed pursuant to such Indebtedness, (ii) do not encumber

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any other property of any Credit Party or their Restricted Subsidiaries, (iii) the principal amount of the Indebtedness secured by any such Lien shall not exceed the cost of the property secured by such Lien, and (iv) the principal amount of such Indebtedness is not increased and such Indebtedness is not secured by any additional assets;

(d) any Lien granted to the Administrative Agent securing any of the Obligations or any other Indebtedness of the Credit Parties under the Loan Documents;

(e) [reserved];

(f) Liens on cash collateral and certificates of deposit securing Indebtedness permitted pursuant to Section 7.04(q) in an amount not to exceed $1,000,000 at any time;

(g) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary), in each case, on or after the Closing Date (provided, that (x) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (y) such Lien does not extend to or cover any assets or property other than the assets or property subject to such Lien prior to the date such assets or property is acquired or such Person becomes a Restricted Subsidiary, as applicable, and (z) to the extent such Lien is securing indebtedness, such secured indebtedness is otherwise permitted to be incurred pursuant to Section 7.04);

(h) the Microsoft Permitted Liens and Key Customer Liens;

(i) Liens securing Indebtedness permitted pursuant to Sections 7.04(s);

(j) Liens on the Collateral owned by any U.S. Credit Party securing Junior Lien Indebtedness permitted pursuant to Section 7.04(k);

(k) other Liens of the Parent Guarantor and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed the greater of (x) $40,000,000 and (y) an amount equal to 7.5% of Pro Forma EBITDA for the most recently ended Testing Period; provided, that such Liens are junior in priority to the Liens securing the Obligations, subject to an intercreditor agreement reasonably satisfactory to the Required Lenders and the assets or property subject to such Liens constitute Collateral;

(l) Liens on any Equity Interests of Unrestricted Subsidiaries in existence as of the Closing Date;

(m) Liens securing Indebtedness permitted pursuant to Section 7.04(l) and other obligations under the Loan Documents (as defined in the Existing Credit Agreement); provided, that such Liens are subject to the Priming Facility Intercreditor Agreement;

(n) Liens incurred in connection with an Infrastructure Reorganization consummated in accordance with the Infrastructure Reorganization Principles and/or the disposition of all or any portion of

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the Infrastructure Business pursuant to an Infrastructure Sale Agreement; provided that any Lien incurred pursuant to this clause (n) does not secure Indebtedness; and

(o) Liens including any netting or set-off as a result of a fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes or Dutch VAT purposes between Restricted Subsidiaries incorporated in the Netherlands.

Section 7.04 Indebtedness. No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness of the Credit Parties or any of their respective Restricted Subsidiaries, except:

(a) Indebtedness incurred under this Agreement and the other Loan Documents;

(b) the Indebtedness existing on the Closing Date and set forth on Schedule 7.04 hereto and any Permitted Refinancing thereof;

(c) Indebtedness of the Credit Parties and their Restricted Subsidiaries incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount at any one time outstanding not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period;

(d) Indebtedness of Non-Credit Parties in an aggregate amount at any one time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period;

(e) any intercompany loans and/or notes (i) made by the Parent Guarantor or any of its Restricted Subsidiaries to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, to the extent existing on the Closing Date (provided, that such intercompany loans were not incurred in connection with the Transactions), (ii) made by any Non-Credit Party to any other Non-Credit Party, (iii) made by any U.S. Credit Party to any other U.S. Credit Party, (iv) made by any Credit Party to any U.S. Credit Party, (v) made by a Credit Party to any other Credit Party, (vi) made by any U.S. Credit Party to any Credit Party in an aggregate principal amount not to exceed the greater of (x) $125,000,000 and (y) an amount equal to 25% of Pro Forma EBITDA for the most recently ended Testing Period, (vii) made by a Credit Party to any Non-Credit Party in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period and/or (viii) among the Parent Guarantor and/or any Restricted Subsidiary in connection with or related to an Infrastructure Reorganization consummated in accordance with the Infrastructure Reorganization Principles; provided, that all such intercompany loans are subject to the Intercompany Subordination Agreement;

(f) (i) Indebtedness of the Parent Guarantor and its Subsidiaries under Hedge Agreements; provided, that such Hedge Agreements have been entered into in the ordinary course of business and not

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for speculative purposes and (ii) Indebtedness consisting of obligations under any Permitted Equity Derivatives;

(g) Indebtedness constituting Guaranty Obligations permitted by Section 7.05;

(h) [reserved];

(i) unsecured Indebtedness; provided, that (i) no Event of Default shall exist and be continuing at the time such Indebtedness is assumed or incurred or would result therefrom, (ii) on a Pro Forma Basis immediately after giving effect to the assumption or incurrence of such Indebtedness and any related transactions, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Indebtedness being incurred at such time), (iii) the final maturity of such Indebtedness shall not be earlier than 91 days after the latest Maturity Date then in effect, (iv) the weighted average life to maturity of such Indebtedness shall not be shorter than 91 days after the weighted average life to maturity of any outstanding Term Loans; provided, that (x) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this Section 7.04(i) of the Non-U.S. EMEA Credit Parties (or any of them) shall not exceed the EMEA Ratio Debt Cap and (y) the amount of such Indebtedness incurred by Non-Credit Parties shall not exceed $25,000,000 in the aggregate at an time outstanding and (v) such Indebtedness is subject to subordination on terms reasonably satisfactory to the Required Lenders;

(j) Indebtedness arising from agreements of any Credit Party or any of their Restricted Subsidiaries providing for indemnification, adjustment of purchase price, working capital adjustments or similar adjustments (including earn-out obligations), in each case, whether or not evidenced by a note, and incurred or assumed in connection with any Asset Sale or Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”);

(k) other Indebtedness of the Parent Guarantor and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed $5,000,000; provided, that, to the extent such Indebtedness is secured, the Liens securing such Indebtedness are junior in priority to the Liens securing the Obligations, subject to an intercreditor agreement reasonably satisfactory to the Required Lenders, and the assets or property subject to such Liens constitute Collateral;

(l) Indebtedness outstanding under the Existing Credit Agreement;

(m) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business;

(n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with Deposit Accounts to the extent incurred in the ordinary course of business;

(o) Indebtedness consisting of obligations to make payments and/or promissory notes issued by any Credit Party to finance the purchase or redemption of Equity Interests of the Parent Guarantor to

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the extent the applicable Restricted Payment is not permitted by Section 7.06(d)(B); provided, that any such Indebtedness shall be subject to the maximum cash consideration set forth in Section 7.06(d)(B);

(p) obligations in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money;

(q) reimbursement obligations with respect to (x) the letters of credit existing on the Closing Date and set forth on Schedule 7.04(q) hereto and (y) banker acceptances, bank guarantees or other similar instruments or obligations incurred in the ordinary course of business;

(r) the 2024 Notes outstanding on the Closing Date;

(s) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices;

(t) Indebtedness (including any guaranties) incurred in connection with granting any IRU or entering into similar arrangements conveying capacity, including put rights granted in connection therewith;

(u) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness permitted under this Section 7.04;

(v) Indebtedness arising by operation of law as a result of the existence of a fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes or Dutch VAT purposes between Restricted Subsidiaries incorporated in the Netherlands;

(w) Indebtedness of any Restricted Subsidiary incorporated in the Netherlands pursuant to a declaration of joint and several liability in respect of another Restricted Subsidiary used for the purpose of Section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to Section 2:404(2) of the Dutch Civil Code);

(x) [reserved];

(y) reimbursements owed to officers, directors, managers, consultants and employees of the Parent Guarantor or any Restricted Subsidiary for business expenses of the Parent Guarantor or any Restricted Subsidiary in the ordinary course of business;

(z) Indebtedness under daylight borrowing facilities incurred in connection with any refinancing of Indebtedness (including by way of set-off or exchange) so long as any such Indebtedness is repaid within three (3) days of the date on which such Indebtedness is incurred;

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(aa) Indebtedness incurred in the ordinary course of business as a result of the operation of capitalized property leases which relate to data centers and/or points of presences only;

(bb) Indebtedness under any agreement in relation to the provision of fiber cable or duct incurred in the ordinary course of business that has the commercial effect of a trade creditor arrangement but which is treated as a finance lease for accounting purposes; and

(cc) any Indebtedness incurred in relation to any part time worker arrangements in accordance with the German Old-Age Employee Part Time Act (Altersteilzeitgesetz) pursuant to section 7(b) of book IV of the German Social Act (Sozialgeetzbuch).

Section 7.05 Investments and Guaranty Obligations. No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, (i) make or commit to make any Investment or (ii) be or become obligated under any Guaranty Obligations, except:

(a) Investments by the Parent Guarantor or any of its Restricted Subsidiaries in cash, Cash Equivalents or Investment Grade Securities;

(b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business;

(c) the Parent Guarantor and its Restricted Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(d) any Permitted Creditor Investment;

(e) loans and advances to officers, directors, consultants, managers and employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business, provided, the aggregate outstanding amount of all such loans and advances shall not exceed $5,000,000 at any time;

(f) Investments existing as of the Closing Date and described on Schedule 7.05 hereto;

(g) any Guaranty Obligations of the Credit Parties or any of their respective Restricted Subsidiaries in favor of the Secured Creditors pursuant to the Loan Documents;

(h) Investments of the Parent Guarantor and its Restricted Subsidiaries in Hedge Agreements permitted to be entered into pursuant to this Agreement;

(i) Investments (A) of the Parent Guarantor or any of its Restricted Subsidiaries in any Subsidiary existing as of the Closing Date (including in connection with the Transactions), (B) of the Parent Guarantor or any of its Restricted Subsidiaries in any U.S. Credit Party made after the Closing Date, (C) of any Non-U.S. EMEA Credit Party in any other Credit Party made after the Closing Date,

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(D) of any Non-Credit Party in any other Non-Credit Party, (E) of (x) U.S. Credit Parties in Non-U.S. EMEA Credit Parties or (y) of Credit Parties in Non-Credit Parties, in each case under this clause (E) either (I) constituting intercompany loans permitted by Section 7.04(e) or (II) in an aggregate amount not to exceed the greater of (x) $100,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period and (F) any transfer pricing arrangements constituting Investments as in existence on the Closing Date and any other transfer pricing arrangements consistent with past practice;

(j) Investments of any Non-Credit Party in any other Restricted Subsidiary of the Parent Guarantor;

(k) intercompany loans and advances permitted by Section 7.04(e);

(l) [reserved];

(m) any Guaranty Obligation incurred by any Credit Party with respect to Indebtedness of another Credit Party that is permitted by Section 7.04;

(n) [reserved];

(o) [reserved];

(p) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business;

(q) Investments consisting of promissory notes and other non-cash consideration, in each case received in connection with Asset Sales permitted by Section 7.02; provided, that subject to the Agreed Security Principles, the applicable Credit Party complies with the requirements of the Security Documents of which it is a party with respect to any such promissory notes or other instruments;

(r) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(s) advances of payroll payments to employees in the ordinary course of business;

(t) Investments represented by Permitted Bond Hedge Transactions;

(u) Investments in connection with the Transactions;

(v) any Guaranty Obligation or indemnity securing liabilities to part-time retirees (Altersteilzeit);

(w) any guarantee incurred in relation to any part time worker arrangements in accordance with the German Old-Age Employee Part Time Act (Altersteilzeitgesetz) or sections 7(b), 7(e) of book IV of the German Social Act (Sozialgesetzbuch IV); and

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(x) subject to the Infrastructure Reorganization Principles, Investments among the Parent Guarantor and/or the Restricted Subsidiaries that are necessary to consummate an Infrastructure Reorganization and/or any other transaction pursuant to an Infrastructure Sale Agreement.

Section 7.06 Restricted Payments. No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

(a) the Parent Guarantor or any of its Restricted Subsidiaries may declare and pay or make Capital Distributions that are payable solely in additional shares of its common stock (or warrants, options or other rights to acquire additional shares of its common stock) so long as no Change of Control would result therefrom;

(b) (i) any Restricted Subsidiary of the Parent Guarantor may declare and pay or make Capital Distributions to the Parent Guarantor or any other Credit Party, and (ii) any Non-Credit Party may declare and pay or make Capital Distributions to any other Non-Credit Party, the Parent Guarantor or any other Credit Party;

(c) dividends and other distributions by any Restricted Subsidiary to the Parent Guarantor or any other Restricted Subsidiary in order to fund the consolidated or combined federal, foreign, state and local income taxes payable by the Parent Guarantor, the Borrower or any other Restricted Subsidiary on behalf of an affiliated group filing consolidated or combined returns which includes the Parent Guarantor, the Borrower or any Restricted Subsidiary;

(d) (A) any Restricted Subsidiary may make distributions to the Parent Guarantor in the amount required for the Parent Guarantor to pay franchise, income and other taxes owing by it and (B) the Parent Guarantor may, unless an Event of Default has occurred and is continuing, make distributions to effect any repurchase, redemption, acquisition, cancellation or other retirement for value of the Equity Interests in the Parent Guarantor or its Restricted Subsidiaries or to effect the termination of options to purchase Equity Interests of the Parent Guarantor, in each instance, held by a former or current directors, officers and employees (or their estates, spouses or former spouses) of the Parent Guarantor or any of its Restricted Subsidiaries (x) upon their death, disability, retirement or termination of employment for a maximum cash consideration under this subclause (B)(x) not to exceed the greater of (i) $10,000,000 and (ii) an amount equal to 2.50% of Pro Forma EBITDA for the most recently ended Testing Period in any fiscal year (which amount under this subclause (B)(x) may, if unused in any fiscal year, be used in subsequent fiscal years) or (y) for the purpose of paying taxes due and payable by such employees on account of stock owned by such employees under the Parent Guarantor’s employee incentive plan;

(e) [reserved];

(f) [reserved];

(g) [reserved];

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(h) [reserved];

(i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Subordinated Indebtedness or Junior Lien Indebtedness prohibited by the subordination provisions thereof;

(j) [reserved];

(k) the repurchase of Equity Interests (i) deemed to occur upon the exercise of options, warrants or other convertible securities to the extent that such Equity Interests represent all or a portion of the exercise price thereof and (ii) deemed to occur upon the withholding of a portion of Equity Interests granted or awarded to any current or former officer, director, manager, employee or consultant to pay for taxes payable by such Person in connection with such grant or award (or the vesting thereof);

(l) the payment of cash in lieu of fractional Equity Interests pursuant to the exchange or conversion of any exchangeable or convertible securities; and

(m) [reserved].

Section 7.07 [Reserved].

Section 7.08 Limitation on Certain Restrictive Agreements. No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist or become effective, any “negative pledge” covenant or other agreement, restriction or arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Credit Party or any of their respective Restricted Subsidiaries to create, incur or suffer to exist any Lien upon any of its property or assets as security for Indebtedness, or (b) the ability of any such Credit Party or any such Restricted Subsidiary to make Capital Distributions or any other interest or participation in its profits owned by any Credit Party or any Restricted Subsidiary, or pay any Indebtedness owed to any Credit Party or any Restricted Subsidiary, or to make loans or advances to any Credit Party or any Restricted Subsidiary, or transfer any of its property or assets to any Credit Party or any Restricted Subsidiary, except for such restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting, assignments or other transfers contained in leases, licenses, joint venture agreements and similar agreements granted to customers in the ordinary course of business (provided, that such restrictions are limited to the property or assets secured by such liens or the property or assets subject to such leases, license, joint venture agreements or similar agreements, as the case may be), (iv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (v) customary restrictions under any agreement or instrument governing any Indebtedness permitted pursuant to Section 7.04, (vi) restrictions affecting any Non-Credit Party under any agreement or instrument governing any Indebtedness of such Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (vii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants

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of junior liens on the assets securing such Indebtedness, (viii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) [reserved], (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the 2024 Notes Indenture and all agreements executed in connection therewith, (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the Parent Guarantor, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent Guarantor, (xiii) the Existing Credit Agreement and all agreements executed in connection therewith, and (ix) any document relating to an Infrastructure Reorganization and/or any of the other transactions contemplated by an Infrastructure Sale Agreement.

Section 7.09 Transactions with Affiliates. No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Parent Guarantor, any of its Restricted Subsidiaries, and, in the case of a Restricted Subsidiary, the Parent Guarantor or another Restricted Subsidiary) other than in the ordinary course of business and pursuant to the reasonable requirements of such Credit Party’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to such Credit Party or such Restricted Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, except (i) provision of services outside the United States and sales of goods to an Affiliate for use or distribution outside the United States in each case that in the good faith judgment of the Credit Parties substantially complies with any applicable legal requirements of the Code, (ii) [reserved], (iii) the lease of real property between and among the Parent Guarantor and its Subsidiaries or between and among any Subsidiary of the Parent Guarantor and any other Subsidiary, in each case consistent with past practice or (iv) agreements and transactions with and payments to officers, directors, employees and shareholders that are either (A) entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement, or (B) entered into outside the ordinary course of business, approved by the directors or shareholders of the Parent Guarantor, and not prohibited by any of the other provisions of this Agreement or in violation of any law, rule or regulation.

Section 7.10 Modification of Organizational Documents; Certain Agreements.

(a) No Credit Party will amend, modify, supplement, waive or otherwise change, or consent or agree to any amendment, modification, supplement, waiver or other change to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Credit Party’s Organizational Documents that would reasonably be expected to adversely affect the Administrative Agent and the Lenders in any material respect and the Parent Guarantor will not amend, modify, supplement, waive or otherwise change the charter of the Strategic Planning Committee as in effect on the Closing Date without the prior written consent of the Required Lenders.

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Document governing or evidencing Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, that constitutes Material Indebtedness (other than any amendment, modification, supplement, waiver or other change (x) which does not adversely affect the Administrative Agent or the Lenders in any material respect or (y) for which no fee is payable to the holders of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, and that (i) extends the maturity or reduces the amount of any repayment, prepayment or redemption of the principal of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents or Junior Lien Debt Document, as applicable, less restrictive on any applicable Credit Party).

Section 7.11 Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws.

(a) No Credit Party or any of its Subsidiaries shall become a Sanctioned Person.

(b) The Borrower shall not, directly or indirectly, use any part of the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any of its Subsidiaries, joint ventures, partners or other Persons, (i) to fund any unlawful activities or business of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in violation of Sanctions, (ii) in any other manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender or (iii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws.

(c) The covenant set forth in Section 7.11(b) is not made by the Parent Guarantor or the Borrower or for the benefit of any Lender to the extent it would violate or expose the Parent Guarantor or the Borrower or any such Lender to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and that is applicable to the Parent Guarantor, the Borrower or such Lender, as applicable (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV))).

Section 7.12 Fiscal Year. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, change its fiscal year end from December 31.

Section 7.13 Financial Covenants.

(a) The Borrower shall not permit (i) the sum of (x) the aggregate amount of Unrestricted Cash and (y) the total unused Delayed Draw Term Commitments then in-effect to be less than $60,000,000 at any time or (ii) (A) on or before February 4, 2021, the aggregate amount of Unrestricted Cash to be less than $40,000,000 at any time and (B) thereafter, the aggregate amount of Unrestricted Cash to be less than $50,000,000 at any time. Notwithstanding anything to the contrary in this Agreement, assets held in the Designated Securities Account shall be deemed Unrestricted Cash for the purposes of this Section 7.13(a).

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(b) Commencing with Saturday, January 16, 2021, and on each second Saturday thereafter, the Borrower shall not permit any negative variance between the actual amounts for aggregate receipts and for all ordinary and non-ordinary course disbursements (other than “professional fees”, German Tax Obligations and, for each Variance Testing Period ending after Saturday, July 3, 2021, any amounts included within “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”) in the Approved Budget for any Variance Testing Period versus the projected amounts set forth in the applicable Approved Budget (or, as applicable, the corresponding projections contained in the prior Approved Budget) for aggregate receipts and for ordinary and non-ordinary course disbursements (other than “professional fees”, German Tax Obligations and, for each Variance Testing Period ending after Saturday, July 3, 2021, any amounts included within “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”) included therein on a cumulative basis for such Variance Testing Period to be greater than 15%, in each case, determined based on the Variance Report delivered for the Report Date in the week immediately following such Saturday (the “Permitted Variance”).

(c) Commencing with Saturday, July 17, 2021, and on each second Saturday thereafter, the Borrower shall not permit any negative variance between the actual amounts for aggregate disbursements in respect of “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations” in the Approved Budget for any Variance Testing Period versus the projected amounts set forth in the applicable Approved Budget (or, as applicable, the corresponding projections contained in the prior Approved Budget) for aggregate disbursements in respect of “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”, as applicable, included therein on a cumulative basis for such Variance Testing Period to be greater than 15%, in each case, determined based on the Variance Report delivered for the Report Date in the week immediately following such Saturday.

(d) In the event the Borrower or any of its Subsidiaries receives a binding assessment issued by the General Administration of Taxation in respect of the Belgian Tax Obligations or Her Majesty’s Revenue and Customs in respect of the U.K. Contingent Tax Obligations, the Borrower will, in each case, promptly (and in any event, no later than two (2) Business Days after receipt thereof) deliver a copy of such assessment to the Ad Hoc Lender Group Advisors and the Ad Hoc Noteholder Group Advisors together with notice of the date on which such binding assessment will be paid.

Section 7.14 Additional Covenants. Except with the written consent of the Required Lenders, no Credit Party shall, nor shall any Credit Party permit any of its Restricted Subsidiaries to:

(a) make any payments of principal of the 2024 Notes prior to their scheduled maturity (whether directly or by way of exchange, defeasance, covenant defeasance or otherwise) in whole or in part, in cash, property, new Indebtedness or securities or otherwise (other than by the issuance of Equity Interests of the Parent Guarantor that are not Disqualified Equity Interests), unless any such payment of principal constitutes a Permitted Refinancing or is made with the proceeds of a Permitted Refinancing; or

(b) permit any Non-U.S. Subsidiary Guarantor or the Borrower to incur any Indebtedness (directly or by providing any guaranty) on or after the Closing Date under Sections 7.04(d), (g) (or, in the case of any guaranty, Section 7.05(m)), (h), (i), (l) or (r); or

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(c) violate Sections 7.07(b)(i), (b)(ii) or (b)(iii) of the Existing Credit Agreement (whether or not such provisions are in effect as a result of the delivery of the Compliance Certificate for the fiscal quarter of the Parent Guarantor ending March 31, 2021, and without giving effect to any amendments, waivers or other modifications to such provisions following the Closing Date).

ARTICLE VIII.

EVENTS OF DEFAULT

Section 8.01 Events of Default. Any of the following specified events shall constitute an Event of Default (each an “Event of Default”):

(a) Payments: the Borrower shall (i) default in the payment when due (whether at maturity, on a date fixed for a scheduled repayment, on a date on which a required prepayment is to be made (unless such payment is otherwise declined), upon acceleration or otherwise) of any principal of the Loans; or (ii) default, and such default shall continue for five (5) or more days, in the payment when due of any interest on the Loans, any fees or any other Obligations when required to do so hereunder; or

(b) Representations, etc.: any representation, warranty or statement made by any Credit Party herein or in any other Loan Document or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect (without duplication as to any materiality modifiers, qualifications, or limitations applicable thereto) on the date as of which made, deemed made, or confirmed; or

(c) Certain Covenants: the Parent Guarantor or the Borrower shall default in the due performance or observance by it of any term, covenant or agreement contained in (1) Sections 6.01(e) and (f), Section 6.01(j), Section 6.01(o), Section 6.05(i), Section 6.13 or Article VII of this Agreement, (2) Sections 6.01(a)-(c), 6.04, 6.09, 6.10, or 6.15 of this Agreement and such default is not remedied for a period of ten (10) days or (3) Sections 6.01(d), 6.01(n) or 6.16 of this Agreement and such default is not remedied for a period of three (3) Business Days; or

(d) Other Covenants: any Credit Party shall default in the due performance or observance by it of any term, covenant or agreement contained in this Agreement or any other Loan Document (other than those referred to in Section 8.01(a) or (b) or (c) above) and such default is not remedied within 30 days after the earlier of (i) an Authorized Officer of any Credit Party obtaining knowledge of such default or (ii) the Parent Guarantor receiving written notice of such default from the Administrative Agent or the Required Lenders (any such notice to be identified as a “notice of default” and to refer specifically to this paragraph); or

(e) Cross Default Under Other Agreements; Hedge Agreements: the Parent Guarantor or any Significant Subsidiary shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Material Indebtedness or contained in any

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instrument or agreement evidencing, securing or relating thereto (and all grace periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of the Parent Guarantor or any Significant Subsidiary shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); provided, that (x) this clause (e) shall not apply to (A) secured Indebtedness that becomes due and is actually paid as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale, transfer or repayment of Indebtedness is permitted hereunder or (B) default that is remedied by the applicable Person, waived by the holders of the applicable Indebtedness or in respect of which the requisite number of creditors have agreed to forbear from exercising remedies as a result of such default, but in the case of any such forbearance, only to the extent that such agreement is in effect and not terminated; provided that the occurrence of any default under such agreement or any event or condition giving the forbearing parties the right to terminate such agreement shall constitute an Event of Default hereunder and (y) with respect to any Indebtedness which is convertible into Equity Interests and permitted hereunder, the conversion of such Indebtedness into Equity Interests in accordance with the terms thereof shall not constitute, for purposes of this clause (e)(ii), an event or condition which would allow the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity; or (iii) without limitation of the foregoing clauses, default in any payment obligation under a Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Hedge Agreement or any other agreement or instrument relating thereto and as a result of such payment default, “termination value” (as defined in such Hedge Agreement) owed by such Credit Party is in excess of $50,000,000; or

(f) Invalidity of Loan Documents: subject to the Legal Reservations and the Non-U.S. Perfection Requirements, at any time after any Loan Document is executed and delivered and for any reason other than as expressly permitted hereunder or under such Loan Document or satisfaction in full of all the Obligations, (i) such Loan Document or any material provision thereof shall cease to be in full force and effect, or (ii) the Parent Guarantor or any of its Subsidiaries shall assert that such Loan Document or any material provision thereof is invalid; or

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jurisdiction of organization of any Credit Party or any jurisdiction whose laws govern the provisions of security interests in assets of such Credit Party or (y) the failure of the Administrative Agent to maintain possession of any collateral delivered to the Administrative Agent pursuant to and as required by the Loan Documents, or (ii) the Parent Guarantor or any of its Subsidiaries shall assert that any security interest or Lien purported to be created by any Security Document is invalid (other than in accordance with the terms hereof and thereof); or

(h) Judgments: (i) one or more judgments, orders or decrees (or any settlement of any claim that, if breached, would result in a judgment order or decree) shall be entered against the Parent Guarantor or any Significant Subsidiary involving a liability (other than a liability covered by insurance, as to which the carrier has adequate claims paying ability and has not effectively reserved its rights) of $50,000,000 or more in the aggregate for all such judgments, orders, decrees and settlements for the Parent Guarantor and all Significant Subsidiaries, and any such judgments or orders or decrees or settlements shall not have been vacated, discharged or stayed or bonded pending appeal within 45 days (or such longer period, not in excess of 60 days, during which enforcement thereof, and the filing of any judgment lien, is effectively stayed or prohibited) from the entry thereof; or (ii) one or more judgments, orders, decrees or settlements shall be entered against the Parent Guarantor or any Significant Subsidiary involving a required divestiture of any material properties, assets or business reasonably estimated to have a fair value in excess of $50,000,000, and any such judgments, orders or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within 45 days (or such longer period, not in excess of 60 days, during which enforcement thereof, and the filing of any judgment lien, is effectively stayed or prohibited) from the entry thereof; or

(i) Insolvency Event: any Insolvency Event shall occur with respect to the Parent Guarantor, the Borrower or any Significant Subsidiary; or

(j) ERISA Event, Non-U.S. Plan Event or Canadian Pension Plan Event: any ERISA Event, Non-U.S. Plan Event or Canadian Pension Plan Event shall have occurred and either (a) such event or events would reasonably be expected to have a Material Adverse Effect or (b) there shall result from any such event or events the imposition of a Lien in excess of $50,000,000 on the assets of the Parent Guarantor or any Significant Subsidiary; or

(k) Change of Control: if there occurs a Change of Control; or

(l) German Tax Liability: the Parent Guarantor or any Subsidiary shall make (or cause to be made) payments in respect of German Tax Obligations (inclusive of interest and penalties) in excess of €10,700,000 in the aggregate; or

(m) Designated Securities Account. The proceeds of the Delayed Draw Term Loan shall have been expended or Withdrawn from the Designated Securities Account in a manner which is not in accordance in all material respects with the Approved Budget or this Agreement, absent the consent of the Required Lenders; or

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(n) Completion Date. Completion (as defined in the Existing Infrastructure Sale Agreement) occurs on any date earlier than the date that is twenty (20) Business Days after the date on which the last Condition (as defined in the Existing Infrastructure Sale Agreement) is satisfied or waived, in accordance with Section 7.1(a)(i) of the Existing Infrastructure Sale Agreement without the prior written consent of the Required Lenders.[Reserved]; or

(o) Other Tax Obligations: the Parent Guarantor or any Subsidiary shall expend or apply any amounts contained in the line-item “tax (one time)” in the Approved Budget for any other purpose, other than satisfaction and/or payment of the specific liability to which such specified amount relates; provided that any ordinary and non-ordinary course disbursements made during any Variance Testing Period that are subject to the covenant in Section 7.13(b) shall be subject to the Permitted Variance for such Variance Testing Period; or

(p) Infrastructure Sale Notices: any Credit Party shall deliver a Sale Amendment Notice or Sale Completion Notice pursuant to Section 6.01(o); provided that the delivery of a Sale Amendment Notice or Sale Completion Notice pursuant to Section 6.01(o)RSA Termination: a RSA Termination Event occurs; provided that such RSA Termination Event shall not constitute an Event of Default unless and until the Required Lenders confirm in writing that such deliveryRSA Termination Event constitutes an Event of Default under this Section 8.01(p).

(a) declare the Commitments terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately without any other notice of any kind;

(b) declare the principal of and any accrued interest in respect of all Loans and all other Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Parent Guarantor;

(d) exercise any other right or remedy available under any of the Loan Documents or applicable law;

provided, that if an Event of Default specified in Section 8.01(i) shall occur, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (a) or (b) above shall occur automatically without the giving of any such notice.

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Section 8.03 Application of Certain Payments and Proceeds.

(a) All payments and other amounts received by the Administrative Agent or any Lender through the exercise of remedies hereunder or under the other Loan Documents from any Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pledged by the Credit Parties shall, unless otherwise required by applicable law, be applied as follows:

(i) first, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent in its capacity as such;

(ii) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Article III) payable to each Lender, ratably among them in proportion to the aggregate of all such amounts;

(iii) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the aggregate of all such amounts;

(iv) fourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans ratably among the Lenders in proportion to the aggregate of all such amounts;

(v) fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Secured Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; and

(vi) finally, any remaining surplus after all of the Obligations have been paid in full, unless required to be distributed pursuant to Section 4.1 of the Priming Facility Intercreditor Agreement, to the Parent Guarantor or to whomsoever shall be lawfully entitled thereto.

It is understood and agreed that if a Triggering Event occurs, including as a result of the occurrence of an Event of Default, the Make-Whole Premium determined as of the date of such Triggering Event will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein (subject to the Make-Whole Premium Exceptions) in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any Make-Whole Premium payable pursuant to Section 2.13(g) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Triggering Event, and the Borrower agrees that it is reasonable under the circumstances currently existing. The Make-Whole Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed

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in lieu of foreclosure or by any other means. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER HEREBY EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING MAKE-WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION, EXCEPT AS A RESULT OF A MAKE-WHOLE PREMIUM EXCEPTION. The Borrower expressly agrees that (A) the Make-Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Make-Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Make-Whole Premium, (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph, (E) its agreement to pay the Make-Whole Premium is a material inducement to the Lenders, (F) the Make-Whole Premium represents a good faith, reasonable estimate of liquidated damages (including without limitation a calculation of the lost profits or other damages, and are a proportionate quantification of the actual loss of the anticipated stream of interest payments upon an early prepayment or acceleration of the Term Loans) of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Triggering Event for various reasons (including, without limitation, because such damages would depend on, among other things, (1) when the Lenders might otherwise be repaid and (2) future changes in interest rates which are not readily ascertainable on the Closing Date), (G) to the extent it becomes due and payable in accordance with the terms of this Agreement, the Make-Whole Premium represents additional consideration for providing the Term Loans, and (H) the Make-Whole Premium is not a penalty to punish the Borrower for their early prepayment of the Term Loans or for the occurrence of any Event of Default or acceleration. It is expressly acknowledged and agreed that the Make-Whole Premium for purposes of this Agreement and the foregoing paragraph includes the premium set forth in clause (b) of the definition of “Make-Whole Premium”.

ARTICLE IX.

THE ADMINISTRATIVE AGENT

Section 9.01 Appointment.

(a) Each Lender hereby irrevocably designates and appoints the Administrative Agent to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes the Administrative Agent for such Lender and exempt the Administrative Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) to the extent legally possible to it, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those

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expressly set forth herein or in the other Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any rights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Credit Parties or any of their respective Subsidiaries.

(b) Each Lender hereby further irrevocably authorizes the Administrative Agent on behalf of and for the benefit of the Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty Agreements, the Security Documents, the Collateral and any other Loan Document. Each Lender irrevocably authorizes the Administrative Agent to accept, for and on behalf of the Lender, any parallel debt obligations with the Credit Parties pursuant to which the Administrative Agent shall have its own, independent right to demand payment of the amounts payable by each Credit Party in connection with the Obligations. Subject to Section 11.12, without further written consent or authorization from Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release any Lien (x) encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented or (y) upon the termination of the Commitments and the payment in full (other than contingent indemnification obligations and unasserted expense reimbursement obligations) of all Obligations, (ii) subordinate any Lien (x) permitted pursuant to Section 7.03(c) (and subject to the limitations therein on the date hereof) to secured Capital Lease Obligations or Purchase Money Indebtedness or (y) to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, or (iii) release any Subsidiary Guarantor from a Guaranty Agreement (w) if all of the Equity Interests of such Subsidiary Guarantor owned by any Credit Party are sold in a sale permitted under the Loan Documents (including pursuant to a waiver or consent), (x) if such Subsidiary Guarantor becomes an Excluded Subsidiary in accordance with the terms of this Agreement, (y) upon the termination of the Commitments and the payment in full (other than contingent indemnification obligations and unasserted expense reimbursement obligations) of all Obligations or (z) with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented. Upon request by the Administrative Agent at any time, the Required Lenders (or such other Lenders as may be required to give consent under Section 11.12) will confirm in writing the Administrative Agent’s authority to release, reconvey or subordinate any Lien or particular types or items of Collateral pursuant to this Section 9.01(b). In no event shall the Administrative Agent by obligated to executed or deliver any release, subordination or reconveyance of Collateral or any Subsidiary Guarantor unless it shall have received a certificate executed by an Authorized Officer of the applicable Credit Party certifying that such release, subordination or re-conveyance is authorized or permitted by this Agreement and the other Loan Documents.

(c) Solely for the purposes of English law and (where applicable) Scots law, the Administrative Agent declares that pursuant to the terms of the U.K. Security Documents it shall hold the

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U.K. Security Property as security trustee for the U.K. Secured Parties on the terms contained in this Agreement and the U.K. Security Documents. Each of the parties to this Agreement acknowledges and agrees to such appointment of the Administrative Agent as security trustee and agrees that the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the U.K. Security Documents (and no others shall be implied).

(d) Solely for the purposes of Irish law, the Administrative Agent declares that pursuant to the terms of the Irish Security Documents it shall hold the Irish Security Property as security trustee for the Secured Creditors on the terms contained in this Agreement and the Irish Security Documents. Each of the parties to this Agreement acknowledges and agrees to such appointment of the Administrative Agent as security trustee and agrees that the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the Irish Security Documents (and no others shall be implied).

(e) Solely for the purposes of Swiss law:

(i) The Administrative Agent shall:-

(A) hold and administer any non-accessory Collateral (nicht-akzessorische Transaktionssicherheit) governed by Swiss law as indirect representative (indirekter Stellvertreter) in its own name but on behalf and for the benefit of the Secured Creditors; and

(B) hold and administer any accessory Collateral (akzessorische Transaktionssicherheit) (e.g. a right of pledge) governed by Swiss law (a “Swiss Accessory Security”) for itself (including as creditor of any parallel debt obligations) and as direct representative (direkter Stellvertreter) in the name and on behalf of the Secured Creditors.

(ii) Each Secured Creditor (other than the Administrative Agent) hereby appoints the Administrative Agent as its direct representative (direkter Stellvertreter) and authorises the Administrative Agent (whether or not by or through employees or agents):-

(A) to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any Security Documents creating a Swiss Accessory Security;

(B) to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any amendments, confirmations and/or alterations to any Security Documents creating a Swiss Accessory Security and to administer, exercise such rights, remedies, powers and discretions as are delegated to or conferred upon the Administrative Agent thereunder together with such powers and discretions as are reasonably incidental thereto;

(C) to effect in its name and on its behalf as its direct representative (direkter Stellvertreter) any release of any Swiss Accessory Security created under any Security Documents in accordance with this Agreement; and

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(D) to take such other action in its name and on its behalf as its direct representative (direkter Stellvertreter) as may from time to time be authorized under or in accordance with the Loan Documents.

(f) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guaranty Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled (either directly or through one or more acquisition vehicles), upon instruction from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations (other than obligations owing to the Administrative Agent) as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale.

(g) Solely for the purpose of German law,

(i) the Administrative Agent shall: (x) hold and administer any Security Documents governed by German law which is security assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) to it as trustee (treuhänderisch) for the benefit of the Secured Creditors; and (y) administer any Security Document governed by German law which is pledged (Verpfändung) or otherwise transferred to any Secured Creditor under an accessory security right (akzessorische Sicherheit) as agent.

(ii) Each Secured Creditor (other than the Administrative Agent) hereby authorises the Administrative Agent (whether or not by or through employees or agents): (x) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Administrative Agent under the Security Documents together with such powers and discretions as are reasonably incidental thereto; (y) to take such action on its behalf as may from time to time be authorised under or in accordance with the Security Documents; and (z) to accept and enter into as its attorney (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Creditor as security for the Obligations under German law and to agree to and execute on its behalf as its attorney (Stellvertreter) any amendments, confirmations and/or alterations to any Security Documents governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such Security Documents.

(iii) Each of the Secured Creditors (other than the Administrative Agent) hereby relieves the Administrative Agent from the restrictions pursuant to section 181 of the German Civil

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Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Secured Creditor. A Secured Creditor which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Administrative Agent accordingly.

(iv) Each Secured Creditor (other than the Administrative Agent) hereby ratifies and approves all acts and declarations previously done by the Administrative Agent on such Secured Creditor’s behalf (including for the avoidance of doubt any declarations made by the Administrative Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Creditor as future pledgee or otherwise).

(v) Each of the Secured Creditors (other than the Administrative Agent) hereby authorises the Administrative Agent to (sub-)delegate any powers granted to it under this Section 9.01(f) to any attorney it may elect in its discretion and to grant powers of attorney to any such attorney (including the exemption from self-dealing and representing several persons (in particular from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) (in each case to the extent legally possible))).

For greater certainty, and without limiting the powers of the Administrative Agent, each Lender, on its own behalf and on behalf of its Affiliates, hereby irrevocably appoints and authorizes the Administrative Agent to act as the hypothecary representative of the Secured Creditors (as contemplated in Article 2692 of the Civil Code of Québec) in order to enter into, to take and to hold, on their behalf and for their benefit, hypothecs granted by any Credit Party on property pursuant to the laws of the Province of Québec in order to secure obligations of any Credit Party hereunder or under any other Loan Document and to exercise such powers and duties that are conferred upon the Administrative Agent thereunder. The execution by the Administrative Agent, acting as such hypothecary representative, prior to this Agreement of any deeds of hypothec is hereby ratified and confirmed. The constitution of the Administrative Agent as hypothecary representative shall be deemed to have been ratified and confirmed by (on its own behalf and on behalf of its Affiliates) each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any Secured Creditors’ rights and obligations under this Agreement or the other Loan Documents by the execution of an assignment, including an Assignment Agreement, or other agreement pursuant to which it becomes such assignee or participant. The Administrative Agent, acting as hypothecary representative shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as hypothecary representative.

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the negligence or misconduct of any agents, sub-agents, delegates, co-security trustees (in the case of the U.K. Security Documents, the Irish Security Documents or the Northern Irish Security Documents) or attorneys-in-fact selected by it with reasonable care. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of Section 9.03 shall apply to any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory and rights to indemnification) and shall have all of the rights, benefits and privileges of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Credit Party, any Lender or any other Person and no Credit Party, Lender or any other Person shall have the rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

Section 9.03 Exculpatory Provisions. Neither the Administrative Agent nor any of its Related Parties nor any Receiver shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Related Parties’ own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Credit Parties or any of their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for any failure of any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible for the effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default. The Administrative Agent shall not be responsible for the creation, perfection or priority of any Lien, or security interest created or purported

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to be created under the Security Documents, or for any failure of any Credit Party or any other party to any Loan Document to perform its obligations thereunder. The Administrative Agent shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement, any other Loan Document or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or to any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to any Lien or Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. No provision of this Agreement or any other Loan Document shall require the Administrative Agent to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable law. The rights, privileges, protections, immunities and benefits given to Administrative Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Administrative Agent in each Loan Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as the Administrative Agent in each of its capacities hereunder and in each of its capacities under any Loan Document whether or not specifically set forth therein and each agent, custodian and other Person employed to act hereunder and under any Loan Document or related document, as the case may be. Notwithstanding anything contained in this Agreement or any Loan Document to the contrary, the Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of London Interbank Offered Rate or the Adjusted Eurocurrency Rate (or other applicable benchmark interest rate), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any date on which such rate may be required to be transitions or replaced in accordance with the terms of the Loan Documents, applicable law or otherwise, (ii) to select, determine or designate any replacement to such rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any modifier to any replacement or successor index, or (iv) to determine whether or what any amendments to this Agreement or the other Loan Documents are necessary or advisable, if any, in connection with any of the foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Loan Document as a result of the unavailability of London Interbank Offered Rate or the Adjusted Eurocurrency Rate (or other applicable benchmark interest rate), including as a result of any inability, delay, error or inaccuracy on the part of any other party, including without limitation the Required Lenders or the Credit Parties, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Administrative Agent shall not have any liability for any interest rate published by any publication that is the source for determining the interest rates of the Loans, including but not limited to

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Bloomberg (or any successor source) and the Bloomberg or Reuters screen (or any successor source), or for any rates compiled by the ICE Benchmark Administration or any successor thereto, or for any rates published on any publicly available source, including without limitation the Federal Reserve Bank of New York’s Website, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations under this Agreement or any other Loan Document because of circumstances beyond its control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, epidemics or pandemics or other health crises, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or the other Loan Documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Administrative Agent’s control whether or not of the same class or kind as specified above. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for any indirect, special, punitive or consequential damages (including but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be liable for interest on any money received by it and any amounts on deposit with the Administrative Agent shall remain uninvested.

Section 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying and acting upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, e-mail or other electronic transmission, facsimile transmission, telex or teletype message, statement, order or other document or conversation believed by it, in good faith, to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Parent Guarantor or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request or the consent of the Required Lenders or all of the Lenders (to the extent required by Section 11.12), as applicable, and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Notwithstanding anything contained in this Agreement or the other Loan Documents to the contrary, without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent hereunder, phrases such as

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“satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “consented to by the Administrative Agent”, “designed by the Administrative Agent”, “specified by the Administrative Agent”, “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” “in the opinion of the Administrative Agent,” and phrases of similar import that authorize or permit the Administrative Agent to approve, disapprove, determine, act, evaluate or decline to act in its discretion shall be subject to the Administrative Agent receiving written direction from the Required Lenders or, to the extent required by Section 11.12, all Lenders (or such other percentage or threshold set forth in Section 11.12), to take such action or to exercise such rights. The right of the Administrative Agent to perform any discretionary act enumerated in this Agreement or any Loan Document shall not be construed as a duty.

Section 9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Parent Guarantor referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” If the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent shall have no obligations to take any action with respect to such Default or Event of Default and shall incur no liability therefor.

Section 9.06 Non-RelianceSection 9.07 . Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments,

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notices, communications or other information received by the Administrative Agent from any Credit Party the Requisite Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document, except as expressly provided in this Agreement or any other Loan Document to which it is a party.

Section 9.07 No Reliance on Administrative Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with the Credit Parties or their respective Subsidiaries, any of their respective Affiliates or agents, the Loan Documents or the transactions hereunder: (a) any identity verification procedures, (b) any record keeping, (c) any comparisons with government lists, (d) any customer notices or (e) any other procedures required under the CIP Regulations or such other laws.

Section 9.08 USA Patriot Act. Each Lender or assignee or participant of a Lender that is not organized under the laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (a) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (b) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Administrative Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (i) within ten (10) days after the Closing Date, and (ii) at such other times as are required under the USA Patriot Act. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Administrative Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with it. Accordingly, each of the parties agrees to provide to the Administrative Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Administrative Agent to comply with Applicable Law.

Section 9.09 Indemnification. The Lenders agree to indemnify the Administrative Agent and its Related Parties, ratably according to their pro rata share of the Term Loans, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or such Related Parties in any way relating to or arising out of this Agreement or any other Loan Document, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted to be taken by the Administrative Agent or such

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Related Parties under or in connection with any of the foregoing, but only to the extent that any of the foregoing is not paid by the Borrower, but without limitation of the Borrower’s obligation to do so; provided, however, that no Lender shall be liable to the Administrative Agent or any of its Related Parties for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting solely from the Administrative Agent’s or such Related Parties’ gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any such Related Parties for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of all Obligations and the earlier resignation or removal of the Administrative Agent.

Section 9.10 The Administrative Agent in Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties, their respective Subsidiaries and their Affiliates as though not acting as Administrative Agent hereunder. With respect to the Loans made by it and all Obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

Section 9.11 Successor Administrative Agent. The Administrative Agent may resign at any time upon not less than 30 days’ prior written notice to the Lenders and the Borrower. Such resignation shall take effect upon the earlier of (i) the appointment of a successor Administrative Agent pursuant to this Agreement and (ii) 5:00 P.M. (New York City time) on the 30th day following receipt by the Borrower, the Lenders of the written resignation notice. Upon receipt of any such written notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower, to appoint a successor (other than any Person that is a Disqualified Lender), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned and which shall not be required during the continuance of a Specified Event of Default (other than with respect to the appointment of any Person that is a Competitor, which shall require the consent of the Borrower under all circumstances). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, with the consent of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned and which shall not be required during the continuance of a Specified Event of Default (other than with respect to the appointment of any Person that is a Competitor, which shall require the consent of the Borrower under all circumstances), appoint a successor Administrative Agent who shall not be a Disqualified Lender; provided, however, that if the Administrative Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and the terms hereof. Upon the effective time of the resignation of the Administrative Agent, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any

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collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed or, if no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, shall deliver such collateral security to any of the Lenders) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article, Section 11.01 and Section 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

For purposes of any Security Document expressed to be governed by the laws of the Netherlands, any resignation by the Administrative Agent is not effective with respect to its rights under any parallel debt obligations until all rights and obligations with respect to such parallel debt obligations have been assigned to and assumed by the successor Administrative Agent. The Administrative Agent will reasonably cooperate in assigning its right under the parallel debt obligations to any such successor agent and will reasonably cooperate in transferring all rights under any Security Document expressed to be governed by the laws of the Netherlands (as the case may be) to such successor agent.

Section 9.12 No Other Agents. Each Lender acknowledges that it has not relied, and will not rely, on any Lender in deciding to enter into this Agreement or in taking or not taking any action hereunder.

Section 9.13 U.K. Security Documents, Irish Security Documents and Northern Irish Security Documents.

(a) Winding up of U.K. Security Trust. If (x) all of the Obligations and all other obligations secured by the Loan Documents have been fully and finally discharged and (y) none of the Lenders is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Loan pursuant to the Loan Documents the trusts set out in this Agreement and the U.K. Security Documents in relation to the U.K. Security Documents shall be wound up and the Administrative Agent shall release, without recourse or warranty, all of the Liens created under the U.K. Security Documents and the rights of the Administrative Agent under each of the U.K. Security Documents.

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(b) U.K. Powers Supplemental. Solely with respect to the U.K. Security Documents, the rights, powers and discretions conferred upon the Administrative Agent by this Agreement in respect of the U.K. Security Documents shall be supplemental to the Trustee Act 1925, and the Trustee Act 2000 and the Trusts (Scotland) Act 1921 and in addition to any which may be vested in the Administrative Agent by general law or otherwise.

(c) U.K. Disapplication. Section 1 of the Trustee Act 2000 shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by this Agreement in respect of the U.K. Security Documents. Solely with respect to the U.K. Security Documents, where there are any inconsistencies between the Trustee Act 1925, the United Kingdom Trustee Act 2000, the Trusts (Scotland) Act 1921, the Trustee Act (Northern Ireland) 1958 or the Trustee Act (Northern Ireland) 2001 of Northern Ireland and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

(d) Irish Powers Supplemental. Solely with respect to the Irish Security Documents, the rights, powers and discretions conferred upon the Administrative Agent by this Agreement in respect of the Irish Security Documents shall be supplemental to the Irish Trustee Act 1893 (as amended) and in addition to any which may be vested in the Administrative Agent by general law, regulation or otherwise.

(e) Irish Disapplication. Solely with respect to the Irish Security Documents, where there are any inconsistencies between the Irish Trustee Act 1893 (as amended) and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail.

(f) Northern Irish Powers Supplemental. Solely with respect to the Northern Irish Security Documents, the rights, powers and discretions conferred upon the Administrative Agent by this Agreement in respect of the Northern Irish Security Documents shall be supplemental to the Trustee Act (Northern Ireland) 1958 and the Trustee Act (Northern Ireland) 2001 (as amended) and in addition to any which may be vested in the Administrative Agent by general law, regulation or otherwise.

(g) Northern Irish Disapplication. Section 1 of the Trustee Act (Northern Ireland) 2001 shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by this Agreement in respect of the Northern Irish Security Documents. Solely with respect to the Northern Irish Security Documents, where there are any inconsistencies between the Trustee Act (Northern Ireland) 1958 or the Trustee Act (Northern Ireland) 2001 (as amended) and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act (Northern Ireland) 2001, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

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Administrative Agent and each Lender hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit of the Administrative Agent and the Lenders as secured party. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions. Without limiting the generality of the foregoing, each Lender hereby appoints the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens on the Deposit Accounts or on any other deposit accounts or securities accounts of any Credit Party. Each Credit Party by its execution and delivery of this Agreement hereby consents to the foregoing.

Section 9.15 Proof of Claim. The Lenders and the Borrower hereby agree that after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01(i), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, examinership, administration, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of the Subsidiary Guarantors, the Administrative Agent shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their agents and counsel and all other amounts due the Lenders and the Administrative Agent hereunder) allowed in such judicial proceeding; and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, administrator, sequestrator, examiner or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent and other agents hereunder. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lenders or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 9.15 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Obligations.

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Section 9.16 Posting of Approved Electronic Communications.

(a) Delivery of Communications. Each Credit Party hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to such Credit Party that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent or to the Lenders pursuant to the Loan Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Notice of Borrowing or a Notice of Continuation or Conversion, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Loan or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, each Credit Party agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

(b) Platform. Each Credit Party further agrees that Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks, SyndTrak or a substantially similar electronic transmission system (the “Platform”).

(c) No Warranties as to Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE INDEMNITEES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE INDEMNITEES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET.

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Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s electronic mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such electronic mail address. The Administrative Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Administrative Agent’s reliance upon and compliance with any Communications notwithstanding such Communications conflict or are inconsistent with a subsequent Communications. The party providing Communications agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Administrative Agent, including without limitation the risk of the Administrative Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.

(e) No Prejudice to Notice Rights. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 9.17 Credit Bidding. Each Lender hereby irrevocably authorizes the Administrative Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 thereof, at any sale thereof conducted under the provisions of the Bankruptcy Code (including Section 363 of the Bankruptcy Code) or any applicable bankruptcy, insolvency, reorganization or other similar law (whether domestic or foreign, and including any Debtor Relief Law) now or hereafter in effect, or at any sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law.

Section 9.18 Priming Facility Intercreditor Agreement. The Administrative Agent is authorized to enter into the Priming Facility Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements or other modifications thereto) and the parties hereto acknowledge that the Priming Facility Intercreditor Agreement will be binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Priming Facility Intercreditor Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into the Priming Facility Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements or other modifications thereto) and subject the Liens on the Collateral securing the Obligations to the provisions of the Priming Facility Intercreditor Agreement.

Section 9.19 Certain ERISA Matters.

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the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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Section 9.20 Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by the Borrower to Secured Creditors with respect to the Loan and the other Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section 9.20, irrespective of any discharge of the Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by the Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.

ARTICLE X.

GUARANTY

Section 10.01 Guaranty by the Parent Guarantor. The Parent Guarantor hereby irrevocably and unconditionally guarantees, for the benefit of the Secured Creditors, all Obligations (the “Parent Guarantor Guaranteed Obligations”) and, in each case, whether now existing, or hereafter incurred or arising, including any such interest or other amounts incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding (including under any Debtor Relief Law), regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or under any Debtor Relief Law. Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectability and is in no way conditioned or contingent upon any attempt to collect from any Subsidiary or Affiliate of the Parent Guarantor, or any other action, occurrence or circumstance whatsoever. Upon failure by any Credit Party to pay punctually any of the Parent Guarantor Guaranteed Obligations, the Parent Guarantor shall forthwith on demand by the Administrative Agent pay the amount not so paid at the place and in the currency and otherwise in the manner specified in this Agreement or any other applicable agreement or instrument.

Section 10.02 Reserved.

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Section 10.03 Guaranty Unconditional. The obligations of the Parent Guarantor under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:

(a) any extension, renewal, settlement, compromise, waiver or release (other than a waiver or release of the entire amount of the Parent Guarantor Guaranteed Obligations in connection with the termination in full of the Commitments and the repayment in full of the Loans and all interest, fees and all other Obligations incurred hereunder and under the other Loan Documents (other than contingent indemnification obligations and unasserted expense reimbursement obligations) concurrently with the termination of the Loan Documents) in respect to the Parent Guarantor Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Agreement, any Note or any other Loan Document;

(c) any release, non-perfection or invalidity of any direct or indirect security for the Parent Guarantor Guaranteed Obligations under any agreement or instrument evidencing or relating to any Parent Guarantor Guaranteed Obligations;

(d) any change in the corporate existence, structure or ownership of any Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including under any Debtor Relief Law) affecting any Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Parent Guarantor Guaranteed Obligations;

(e) the existence of any claim, set-off or other rights that the Parent Guarantor may have at any time against any other Credit Party, the Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;

(f) any invalidity or unenforceability relating to or against any other Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Parent Guarantor Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Credit Party of any of the Parent Guarantor Guaranteed Obligations; or

(g) any other act or omission of any kind by any other Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of the Parent Guarantor’s obligations under this Section other than the irrevocable payment in full of all Parent Guarantor Guaranteed Obligations.

Section 10.04 Obligations to Remain in Effect; Restoration. The Parent Guarantor’s obligations under this Article X shall remain in full force and effect until the Commitments shall have terminated, and the principal of and interest on the Notes and other Parent Guarantor Guaranteed

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Obligations, and all other amounts payable by the Borrower, any other Credit Party or other Subsidiary, under the Loan Documents or any other agreement or instrument evidencing or relating to any of the Parent Guarantor Guaranteed Obligations, shall have been paid in full (other than contingent indemnification obligations and unasserted expense reimbursement obligations). If at any time any payment of any of the Parent Guarantor Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Credit Party (including under any Debtor Relief Law), the Parent Guarantor’s obligations under this Article with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

Section 10.05 Waiver of Acceptance, etc. The Parent Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any other Credit Party or any other Person, or against any collateral or guaranty of any other Person.

Section 10.06 Subrogation. Until the indefeasible payment in full of all of the Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations) and the termination of the Commitments hereunder, the Parent Guarantor shall have no rights, by operation of law or otherwise, upon making any payment under this Section 10.06 to be subrogated to the rights of the payee against any other Credit Party with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any such Credit Party in respect thereof.

Section 10.07 Effect of Stay. In the event that acceleration of the time for payment of any amount payable by any Credit Party under any of the Parent Guarantor Guaranteed Obligations is stayed upon insolvency, bankruptcy or reorganization of such Credit Party (including under any Debtor Relief Law), all such amounts otherwise subject to acceleration under the terms of any applicable agreement or instrument evidencing or relating to any of the Parent Guarantor Guaranteed Obligations shall nonetheless be payable by the Parent Guarantor under this Article forthwith on demand by the Administrative Agent.

ARTICLE XI.

MISCELLANEOUS.

Section 11.01 Payment of Expenses, etc. Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following:

(i) whether or not the transactions contemplated hereby are consummated, for all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without limitation all out-of-pocket expenses and fees of Milbank LLP, as legal counsel to the Ad Hoc Lender Group, Latham & Watkins LLP, as legal counsel to the Ad Hoc Noteholder Group, Paul, Weiss, Rifkind, Wharton & Garrison LLP, as legal counsel to the Ad Hoc

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2020 EMEA Term Lender Group, and Seward & Kissel LLP, as legal counsel to the Administrative Agent (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, one counsel for the Lenders taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole(and one firm of local counsel in each relevant material jurisdiction)));

(ii) all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents, including all out-of-pocket expenses and fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of Milbank LLP, as counsel for certain of the Lenders, Latham & Watkins LLP, as counsel to certain of the other Lenders, Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to certain of the other Lenders and Seward & Kissel LLP, as counsel for the Administrative Agent, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole (and one firm of local counsel in each relevant material jurisdiction)));

(iii) all reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, in the case of the Administrative Agent, the reasonable and invoiced fees and disbursements of one counsel to the Administrative Agent and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and in respect of the Ad Hoc Lender Group, the reasonable and invoiced fees and disbursements of Milbank LLP, and in respect of the Ad Hoc Noteholder Group, the reasonable and invoiced fees and disbursements of Latham & Watkins LLP, and in respect of the Ad Hoc 2020 EMEA Term Lender Group, the reasonable and invoiced fees and disbursements of Paul, Weiss, Rifkind, Wharton & Garrison LLP;

(iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes;

(v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security

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Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and one counsel for the Lenders taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and in the case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the similarly affected Persons, taken as a whole and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction));

(vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and

(vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Section 11.02 Indemnification.

Each Credit Party agrees to indemnify the Administrative Agent, each Lender, and their respective Affiliates and their respective directors, officers employees and agents (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses (other than lost profits), liabilities, claims, damages and reasonable and documented fees and expenses incurred by any of them as a result of, or arising out of, or in connection with any related transaction or any claim, investigation, litigation or other proceeding (whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or the Parent Guarantor or any of its Affiliates or shareholders) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Loan Document or any of the other Transactions and to reimburse each such Indemnitee upon demand for any reasonable and documented fees and expenses, joint or several, incurred in connection with investigating or defending any of the foregoing, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other Governmental Authority having jurisdiction over it that is not in any way related to the entering into and/or performance of any Loan Document, including the reasonable documented fees, disbursements and other charges of one outside counsel for the Administrative Agent, one counsel for the Ad Hoc Lender Group, taken as a whole, one counsel for the Ad Hoc Noteholder Group, taken as a whole, one counsel for the Ad Hoc 2020 EMEA Term Lender Group, taken as a whole, and, if necessary, in each case, one special counsel and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one additional counsel for each similarly affected Persons, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) in the event of an actual or perceived conflict incurred in connection with any such investigation, litigation or other proceeding (but excluding

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any such losses, liabilities, claims, damages or expenses of any Indemnitee to the extent (A) arising from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or such Indemnitee’s Related Parties (but in the case of any agent, advisor or other representative, only to the extent such agent or advisor was acting at the direction of the applicable Indemnitee) or (y) other than with respect to the Administrative Agent and its Related Parties, a material breach by such Indemnitee or such Indemnitee’s Related Parties of their obligations under the Loan Documents, in each case, as determined by a final non-appealable judgment of a court of competent jurisdictions) or (B) arising solely from a dispute among Indemnitees ((other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent or similar role under the Loan Documents) not involving or resulting from any action or inaction of the Parent Guarantor or any of its Affiliates).

To the extent that the undertaking to indemnify, pay or hold harmless any Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Credit Party shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law. For the avoidance of doubt, this Section 11.02 shall not apply to Taxes, except any Taxes that represent liabilities, losses, damages, penalties, claims, demands, costs and expenses arising from any non-Tax claims.

Section 11.03 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender is hereby authorized at any time or from time to time, with or without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, and to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender (including by branches, agencies and Affiliates of such Lender wherever located) to or for the credit or the account of any Credit Party against and on account of the Obligations and liabilities of any Credit Party to such Lender under this Agreement or under any of the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees to promptly notify the Borrower after any such set off and application, provided, however, that the failure to give such notice shall not affect the validity of such set off and application.

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Section 11.04 Equalization.

(a) Equalization. If at any time any Lender receives any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents, or otherwise) that is applicable to the payment of the principal of, or interest on, the Loans or fees (other than fees that are intended to be paid solely to the Administrative Agent and amounts payable to a Lender under Article III), of a sum that with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount. The provisions of this Section 11.04(a) shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Parent Guarantor or any Subsidiary (as to which the provisions of this paragraph shall apply).

(b) Recovery of Amounts. If any amount paid to any Lender pursuant to subpart (a) above is recovered in whole or in part from such Lender, such original purchase shall be rescinded, and the purchase price restored ratably to the extent of the recovery.

(c) Consent of Borrower. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Section 11.05 Notices.

(a) Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subpart (c) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i) if to the Borrower or to any other Credit Party, to it at 7900 Tysons One Place, Suite 1450, McLean, VA 22102, Attention: Donna Granato, Interim Chief Financial Officer, Electronic Mail: donna.granato@gtt.net; and Attention: Chris McKee, General Counsel, Electronic Mail: chris.mckee@gtt.net;

with a copy (which in itself shall not constitute notice) to:

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AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, New York 10036
Attn: Lucas Charleston, Esq.

Daniel Fisher, Esq.
Fax: (212) 872-1002
Email: lcharleston@akingump.com

dfisher@akingump.com

(ii) if to the Administrative Agent, to it at the Notice Office, with a copy (which shall not constitute notice) to: Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004, Attention: Gregg Bateman, Email: bateman@sewkis.com; and

(iii) if to a Lender, to it at its address (or facsimile number) set forth next to its name on the signature pages hereto or, in the case of any Lender that becomes a party to this Agreement by way of assignment under Section 11.04 of this Agreement, to it at the address set forth in the Assignment Agreement to which it is a party;

(b) Receipt of Notices. Notices and communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent and receipt has been confirmed by telephone. Notices delivered through electronic communications to the extent provided in subpart (c) below shall be effective as provided in said subpart (c).

(c) Electronic Communications. Notices and other communications to the Administrative Agent or any Lender hereunder and required to be delivered pursuant to Section 6.01 may be delivered or furnished by electronic communication (including e-mail and Internet or intranet web sites) pursuant to procedures approved by the Administrative Agent in its reasonable discretion. The Administrative Agent and the Borrower may, in their reasonable discretion, agree in a separate writing to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided, that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet web site shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the web site address therefor.

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(d) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to each of the other parties hereto in accordance with Section 11.05(a).

Section 11.06 Successors and Assigns.

(a) Successors and Assigns Generally. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided, however, that no Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders; provided, further, that any assignment or participation by a Lender of any of its rights and obligations hereunder shall be effected in accordance with this Section 11.06.

(b) Participations. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to an Eligible Assignee or an Eligible Participant; provided, that in the case of any such participation,

(i) the participant shall not have any rights under this Agreement or any of the other Loan Documents, including rights of consent, approval or waiver (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto),

(ii) such Lender’s obligations under this Agreement (including its Commitments hereunder) shall remain unchanged,

(iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,

(iv) such Lender shall remain the holder of the Obligations owing to it and of any Note issued to it for all purposes of this Agreement, and

(v) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreement,

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not constitute a change in the terms of any such Commitment), (y) release all or any substantial portion of the Collateral, or release any guarantor from its guaranty of any of the applicable Obligations, except in accordance with the terms of the Loan Documents, or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and, provided, still further, that each participant shall be entitled to the benefits of Section 3.03 with respect to its participation as if it was a Lender, except that a participant shall (i) only deliver the forms described in Section 3.03(g) to the Lender granting it such participation, (ii) agree to be subject to the provisions of Sections 3.05(b) and 11.12(h) as if it were a Lender and (iii) not be entitled to receive any greater payment under Section 3.03 than the applicable Lender would have been entitled to receive absent the participation, except to the extent such entitlement to a greater payment arose from a Change in Law occurring after the participant became a participant hereunder and the Borrower consented to such participant. Notwithstanding the foregoing, no Lender shall knowingly grant a participation to any Person other than an Eligible Participant or Eligible Assignee if such grant of a participation to such Person together with the participations previously granted to such Person and known to the Lender exceed $3,000,000 in the aggregate. The Administrative Agent shall not be liable in the event that a participation in any Loan or Commitment is transferred or granted to any Restricted Participant or exceeds the threshold set forth in the foregoing sentence.

In the event that any Lender sells participations in a Loan, such Lender shall, acting for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name of all participants in such Loan and the principal amount of (and stated interest on) the portion of such Loan that is the subject of the participation (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. A Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of a Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(i) Any Lender may assign all, or if less than all, a fixed portion, of its Loans and/or Commitments (in each case together with a proportional interest in the Security Documents governed by Swedish law, if any) and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an Assignment

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Agreement (together with a processing and recordation fee to the Administrative Agent of $3,500 (unless waived by the Administrative Agent in any given case)); provided, however, that

(A) except in the case of (x) an assignment of the entire remaining amount of the assigning Lender’s Loans and/or Commitments or (y) an assignment to another Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, the aggregate amount of the Commitment so assigned (which for this purpose includes the Loans outstanding thereunder) shall not be less than $1,000,000 in the case of any assignment in respect of the Term Loans;

(B) in the case of any assignment to an Eligible Assignee at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders; and

(C) upon surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the Borrower’s expense, to such new Lender and to the assigning Lender, to the extent needed to reflect the revised Commitments.

(ii) To the extent of any assignment pursuant to this subpart (c), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(iii) At the time of each assignment pursuant to this subpart (c), to a Person that is not already a Lender hereunder, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the applicable Internal Revenue Service Forms and all other documentation described in Section 3.03(g).

(iv) With respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the Borrower) with respect to ownership of such Commitment and Loans, including the name and address of the Lenders and the principal amount of the Loans (and stated interest thereon). Prior to such recordation, all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to this subpart (c).

(v) Nothing in this Section shall prevent or prohibit (A) any Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank, central banking authority or to any Person that extends credit to such Lender in support of borrowings

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made by such Lender from such Federal Reserve Bank, central banking authority or such other Person, or (B) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

(vi) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(d) No SEC Registration or Blue Sky Compliance. Notwithstanding any other provisions of this Section, no transfer or assignment of the interests or obligations of any Lender hereunder or any grant of participation therein shall be permitted if such transfer, assignment or grant would require the Parent Guarantor or the Borrower to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any State.

(e) Representations of Lenders. Each Lender initially party to this Agreement hereby represents, and each Person that becomes a Lender pursuant to an assignment permitted by this Section will, upon its becoming party to this Agreement, represents that it is a commercial lender, other financial institution or other “accredited” investor (as defined in SEC Regulation D) that makes or acquires loans in the ordinary course of its business and that it will make or acquire Loans for its own account in the ordinary course of such business; provided, however, that subject to Section 11.06(b), (c) and (f), the disposition of any promissory notes or other evidences of or interests in Indebtedness held by such Lender shall at all times be within its exclusive control.

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to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this clause, any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section may not be amended without the written consent of the SPC. The Borrower acknowledges and agrees that, to the fullest extent permitted under applicable law, each SPC, for purposes of Sections 2.10, 2.14, 3.01, 3.03, 11.01, 11.02 and 11.03, shall be considered a Lender.

Section 11.07 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge of such Default or Event of Default at the time. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the Administrative Agent or any Lender would otherwise have.

Section 11.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial; Service of Process.

(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE

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GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN IN ANY LITIGATION OR OTHER PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT (EXCEPT AS EXPRESSLY SET FORTH THEREIN), OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE CREDIT PARTIES IN CONNECTION HEREWITH OR THEREWITH; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND; PROVIDED, FURTHER, THAT NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

(c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 11.05. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO IN CLAUSE (b) ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THAT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

(d) THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH CREDIT PARTY PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE

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OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER OR SUCH CREDIT PARTY IN CONNECTION THEREWITH. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT, EACH LENDER AND ENTERING INTO THE LOAN DOCUMENTS.

(e) The Borrower agrees that service of process in any action or proceeding brought in the State of New York may be made upon the Parent Guarantor, and the Borrower confirms and agrees that the Parent Guarantor has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service. Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent to serve any such process in any other manner permitted by applicable law or to obtain jurisdiction over the Borrower in such other jurisdictions, and in such manner, as may be permitted by applicable law.

Section 11.09 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same agreement. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

Section 11.10 Integration. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent, for its own account and benefit and/or for the account, benefit of, and distribution to, the Lenders, constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof or thereof. To the extent that there is any conflict between the terms and provisions of this Agreement and the terms and provisions of any other Loan Document (other than the Priming Facility Intercreditor Agreement), the terms and provisions of this Agreement will prevail. To the extent that there is any conflict between the terms and provisions of this Agreement or any other Loan Document and the terms and provisions of the Priming Facility Intercreditor Agreement, the terms and provisions of the Priming Facility Intercreditor Agreement will prevail.

Section 11.11 Headings Descriptive. The headings of the several Sections and other portions of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 11.12 Amendment or Waiver; Acceleration by Required Lenders.

(a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or

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other modification is in writing and signed by the Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that

(i) no amendment, change, waiver or other modification shall:

(A) increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;

(B) extend or postpone any Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender (other than, in each case, any amendment, change, waiver or other modification to the proviso in the definition of “Maturity Date”);

(C) reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates, (y) [reserved] or (z) waiving the applicability of any mandatory prepayment (other than any mandatory prepayment made with the Net Cash Proceeds from a disposition of all or any portion of the Infrastructure Business)), without the written consent of such Lender;

(D) [reserved];

(E) reduce the rate or extend the time of payment of, or excuse the payment of, any fees to which any Lender is entitled hereunder, without the written consent of such Lender;

(F) amend, change, waive or otherwise modify any of the conditions to funding set forth in Section 4.02 or the milestone set forth in Section 6.16(c)(vi) without the consent of the Required Lenders; provided that a Lender shall not be required to fund its undrawn commitment if such Lender has not consented to such amendment, change, waiver or other modification to the conditions set forth in Section 4.02 or the milestone set forth in Section 6.16(c)(vi) (for the avoidance of doubt, any Lender that declines to so fund shall not be a Defaulting Lender); and

(ii) no amendment, change, waiver or other modification or termination shall, without the written consent of each Lender affected thereby,

(A) release the Borrower from any of its obligations hereunder;

(B) release the Parent Guarantor from its guaranty obligations under Article X or release any Credit Party from any Guaranty Agreement, except, in the case of a Subsidiary Guarantor, (w) in accordance with a transaction permitted under this Agreement to the extent that such release would not result in the release of all or substantially all of the value, in the aggregate, of all of the guarantees, (x) to the extent that the release of such Subsidiary Guarantor would not result in the release of Subsidiary Guarantors having a value, in the aggregate, that constitutes all

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or substantially all of the value, in the aggregate, of all Subsidiary Guarantors, collectively, (y) in the case of any U.S. Subsidiary Guarantor, to the extent that the release of such U.S. Subsidiary Guarantor would not result in the release of U.S. Subsidiary Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of the U.S. Subsidiary Guarantors, collectively or (z) subject to the Agreed Security Principles, as would not result in the release of Non-U.S. EMEA Credit Parties having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of the Non-U.S. EMEA Credit Parties;

(C) release all or any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement;

(D) amend, change, modify or waive any provision of this Section 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent or approval of all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly required;

(E) reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders”;

(F) except in respect of Capital Lease Obligations and Purchase Money Indebtedness permitted pursuant to Section 7.04(c) on the date hereof and secured by Liens pursuant to Section 7.03(c) (and subject to the limitations therein on the date hereof), subordinate the Administrative Agent’s Lien on any Collateral to a Lien securing any other Material Indebtedness or subordinate any Obligation in right of payment to any other Indebtedness (any such senior indebtedness, a “Priming DIP”); provided that only the consent of Required Lender shall be required to subordinate the Collateral Agent’s Lien on any Collateral to a Lien securing such Priming DIP if upon entry of a final order of a court of competent jurisdiction approving such Priming DIP, such Priming DIP shall refinance in full the Obligations hereunder and any such refinancing shall be secured on a pari passu basis in right of payment and security in respect of any “new money” post-petition financing in the applicable Insolvency Proceeding.;

(G) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (other than as required with respect to the Holding Company Merger); or

(H) amend, change, modify or waive any provision of Section 2.07(b), Section 2.14(b), Section 2.14(e) or Section 11.04 in a manner that would alter the pro rata sharing of payments required thereby (or otherwise permit any direct or indirect non-pro rata purchase, prepayment or repayment of the Loans by the Borrower or its Affiliates (including by way of open market repurchase or otherwise)),

(iii) any amendment, change, waiver or other modification to the Fee Letter shall, in each case, be effective if in writing and signed by each of the parties thereto,

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(iv) no amendment, change, waiver or other modification or termination shall, without the written consent of the majority of the Ad Hoc Lender Group,

(A) modify the definition of “Ad Hoc Lender Group” (or any component definition thereof) or amend, change, waive or otherwise modify any provision that specifically inures to the benefit of the Ad Hoc Lender Group;

(B) amend, change, waive or otherwise modify, directly or indirectly, Section 6.16(c)(i) or (v); and

(C) any amendment, change, waiver or other modifications (1) that by its terms treats a Lender that holds Loans under the Existing Credit Agreement differently than, and adversely to, the treatment of other Lenders or (2) to the Priming Facility Intercreditor Agreement, except as may be reasonably required to implement any Priming DIP permitted by this Section 11.12;

(v) no amendment, change, waiver or other modification or termination shall, without the written consent of the majority of the Ad Hoc Noteholder Group,

(A) modify the definition of “Ad Hoc Noteholder Group” (or any component definition thereof) or amend, change, waive or otherwise modify any provision that specifically inures to the benefit of the Ad Hoc Lender Group; and

(B) amend, change, waive or otherwise modify, directly or indirectly, Section 6.16(c)(i) or (v); and

(C) any amendment, change, waiver or other modification (1) that by its terms treats a Lender that holds 2024 Notes differently than, and adversely to, the treatment of other Lenders or (2) to the Priming Facility Intercreditor Agreement, except as may be reasonably required to implement any Priming DIP permitted by this Section 11.12;

(vi) No change, waiver or other modification or termination shall, without the written consent of the majority of the Ad Hoc 2020 EMEA Term Lender Group, modify the definition of “Ad Hoc 2020 EMEA Term Lender Group” (or any component definition thereof) or amend, change, waive or otherwise modify any provision that specifically insures to the benefit of the Ad Hoc 2020 EMEA Term Lender Group.

Any waiver or consent with respect to this Agreement given or made in accordance with this Section shall be effective only in the specific instance and for the specific purpose for which it was given or made. The Borrower shall provide notice of any amendment, change, waiver or other modification pursuant to the first paragraph of Section 11.12(a) to all Lenders within three (3) Business Days of the effectiveness thereof.

(b) [Reserved].

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(c) No provision of Article IX nor any other provision in this Agreement or any Loan Document affecting the rights, protections, duties or obligations of the Administrative Agent may be amended without the consent of the Administrative Agent.

(d) To the extent the Required Lenders (or all of the Lenders, as applicable, as shall be required by this Section) waive the provisions of Section 7.02 with respect to the sale, transfer or other disposition of any Collateral, or any Collateral is sold, transferred or disposed of as permitted by Section 7.02, (i) such Collateral (but not any proceeds thereof) shall be sold, transferred or disposed of free and clear of the Liens created by the respective Security Documents; (ii) if such Collateral includes all of the capital stock of a Subsidiary Guarantor or whose stock is pledged pursuant to any Security Document, such capital stock (but not any proceeds thereof) shall be released from the applicable Security Documents and such Subsidiary shall be released from the applicable Guaranty Agreement; and (iii) the Administrative Agent is hereby irrevocably authorized by each Lender to take actions deemed appropriate by it in order to effectuate the foregoing.

(e) In no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of the Loans held by one Lender without accelerating and demanding payment of all other Loans or to terminate the Commitments of one or more Lenders without terminating the Commitments of all Lenders. Each Lender agrees that, except as otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Credit Party, including the filing of proofs of claim in any insolvency proceeding.

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without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof and (y) the Administrative Agent, New Parent and the Credit Parties shall be permitted to amend the Loan Documents to implement the amendments contemplated by Section 7.02(a)(ii) in connection with a Holding Company Merger and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

(g) Notwithstanding the provisions of Section 11.12(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Credit Parties (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

(h) If, in connection with any proposed amendment, modification, termination, waiver or consent with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”), then the Borrower may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.04(c)), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations; provided, that (A) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including pursuant to Section 2.13(h) and (g)), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower, any breakage compensation under Section 3.02 and any amounts accrued and owing to such Lender under Section 3.01(a)(i), Section 3.01(c) or Section 3.03), and (B) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(h), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. Notwithstanding the foregoing, each Lender hereby agrees that in the event such Non-Consenting Lender does not deliver its executed Assignment Agreement to the Administrative Agent within three (3) Business Days of a request by the Borrower to do so, such Non-Consenting Lender’s signature page shall be deemed executed without any further action on the part of the Non-Consenting Lender, the Borrower, the Administrative Agent or any other party.

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extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that (A) by its terms affects any Defaulting Lender more adversely than other affected Lenders, (B) increases or extends the Commitment of any such Defaulting Lender, (C) reduces the principal of or the rate of interest for Loans of such Defaulting Lender, or fees or other amounts payable hereunder or under any other Loan Document to such Defaulting Lender or (D) amends or modifies any provision of this paragraph shall require the consent of such Defaulting Lender.

(j) For purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (including any scheme or similar arrangement, a “Bankruptcy Plan”) or any related disclosure statement or consenting to any such Bankruptcy Plan, each Notes Cross-holder as of the applicable record date shall be deemed to vote in the same manner and proportion as all other Lenders that are not Notes Cross-holders (other than in respect of any Bankruptcy Plan that proposes to treat the Loans (and related Obligations) of such Notes Cross-holder in a manner that is less favorable in any material respect to such Notes Cross-holder than the proposed treatment to similar Loans (and related Obligations) held by Lenders that are not Notes Cross-holders).

(k) Prior to executing any amendment, modification or waiver, the Administrative Agent shall be entitled to receive a certificate executed by an Authorized Officer of the Borrower certifying that such amendment, modification or waiver is authorized or permitted by this Agreement and the other Loan Documents.

Section 11.13 Survival of Indemnities. All indemnities set forth herein including in Article III, Section 9.09 or Section 11.02 shall survive the execution and delivery of this Agreement and the making and repayment of the Obligations.

Section 11.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any branch office, subsidiary or affiliate of such Lender; provided, however, that the Borrower shall not be responsible for costs arising under Section 3.01 resulting from any such transfer (other than a transfer pursuant to Section 3.05) to the extent not otherwise applicable to such Lender prior to such transfer.

Section 11.15 Confidentiality.

(a) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Confidential Information, except that Confidential Information may be disclosed (1) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (2) to any direct or indirect contractual counterparty in any Hedge Agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section, (3) to the extent requested by any regulatory authority, (4) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided, that the Administrative Agent shall use commercially reasonable

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efforts to notify the Borrower prior to such disclosure, to the extent legally permitted to do so), (5) to any other party to this Agreement, (6) to any other creditor of any Credit Party that is a direct or intended beneficiary of any of the Loan Documents, (7) in connection with the exercise of any duties or remedies hereunder or under any of the other Loan Documents, or any suit, action or proceeding relating to this Agreement or any of the other Loan Documents or the enforcement of rights hereunder or thereunder, (8) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in any of its rights or obligations under this Agreement, or in connection with transactions permitted pursuant to Section 11.06(c)(v) or Section 11.06(f), (9) with the prior written consent of the Borrower, or (10) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 11.15, or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than a Credit Party and not otherwise in violation of this Section 11.15.

(b) As used in this Section, “Confidential Information” shall mean all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower; provided, however, that in the case of information received from the Borrower after the Closing Date, such information is clearly identified at the time of delivery as confidential.

(c) Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information. The Borrower hereby agrees that the failure of the Administrative Agent or any Lender to comply with the provisions of this Section shall not relieve the Borrower, or any other Credit Party, of any of its obligations under this Agreement or any of the other Loan Documents.

Section 11.16 [Reserved].

Section 11.17 General Limitation of Liability. No claim may be made by any Credit Party, any Lender, the Administrative Agent or any other Person against the Administrative Agent or any other Lender or the Affiliates, directors, officers, employees, attorneys or agents of any of them for any damages other than actual compensatory damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any of the other Loan Documents, or any act, omission or event occurring in connection therewith; and the Borrower, each Lender and the Administrative Agent, to the fullest extent permitted under applicable law, waive, release and agree not to sue or counterclaim upon any such claim for any special, consequential, lost profit or punitive damages, whether or not accrued and whether or not known or suspected to exist in their favor.

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Loan Documents shall have the right to act exclusively in the interest of the Administrative Agent or such Lender, as the case may be, and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to the Borrower, to any of their Subsidiaries, or to any other Person, with respect to any matters within the scope of such representation or related to their activities in connection with such representation. The Borrower agrees, on behalf of itself and its Subsidiaries, not to assert any claim or counterclaim against any such persons with regard to such matters.

Section 11.19 Lenders and Agent Not Fiduciary to the Borrower, etc. The relationship among the Parent Guarantor, the Borrower and their Subsidiaries, on the one hand, and the Administrative Agent and the Lenders, on the other hand, is solely that of debtor and creditor, and the Administrative Agent and the Lenders have no fiduciary or other special relationship with the Parent Guarantor, the Borrower and their Subsidiaries, and no term or provision of any Loan Document, no course of dealing, no written or oral communication, or other action, shall be construed so as to deem such relationship to be other than that of debtor and creditor.

Section 11.20 Survival of Representations and Warranties. All representations and warranties herein shall survive the making of Loans hereunder, the execution and delivery of this Agreement, the Notes and the other documents the forms of which are attached as Exhibits hereto, the issue and delivery of the Notes, any disposition thereof by any holder thereof, and any investigation made by the Administrative Agent or any Lender or any other holder of any of the Notes or on its behalf.

Section 11.21 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 11.22 Directed Divestment. None of the provisions set forth in Article VI or VII or in Section 8.01(h) shall prohibit any Directed Divestment effected in accordance with applicable law so long as the Borrower complies with the mandatory prepayment provisions of Section 2.13(c)(viii).

Section 11.23 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together

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with interest thereon at the Base Rate to the date of repayment, shall have been received by such Lender.

Section 11.24 USA Patriot Act. Each Lender subject to the USA Patriot Act hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the USA Patriot Act.

Section 11.25 Advertising and Publicity. No Credit Party shall issue or disseminate to the public (by advertisement, including without limitation any “tombstone” advertisement, press release or otherwise), submit for publication or otherwise cause or seek to publish any information describing the credit or other financial accommodations made available by the Lenders pursuant to this Agreement and the other Loan Documents without the prior written consent of the Administrative Agent. Nothing in the foregoing shall be construed to prohibit any Credit Party from making any submission or filing which it is required to make by applicable law or pursuant to judicial process; provided, that (i) such filing or submission shall contain only such information as is necessary to comply with applicable law or judicial process and (ii) unless specifically prohibited by applicable law or court order, the Borrower shall promptly notify the Administrative Agent of the requirement to make such submission or filing and provide the Administrative Agent with a copy thereof.

Section 11.26 Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent’s security interest in any asset constituting Collateral and/or any guarantee by any Subsidiary Guarantor will be automatically released immediately, and the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations, upon the consummation of any transaction permitted by any Loan Document (including (x) any merger, consolidation, amalgamation, Asset Sale and/or liquidation, and/or (y) subject to the Infrastructure Reorganization Principles, any transaction related to, or in connection with, an Infrastructure Reorganization, in each case, in accordance with the terms of the Loan Documents) or that has been consented to in accordance with the terms hereof. All Liens created under the Loan Documents on the Interoute German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Divestment. Upon the occurrence of any event set forth in the first sentence of this Section 11.26 and/or when this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of contingent indemnity obligations) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at the Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to the Obligations.

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Section 11.27 Payments Set Aside. To the extent that any Secured Creditor receives a payment from or on behalf of the Borrower or any other Credit Party, from the proceeds of any Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

Section 11.28 Swedish Security. Notwithstanding any other provision in this Agreement or any other Loan Document, the release of any security interest (that is perfected or purported to be perfected) in any Collateral subject to a Security Document governed by Swedish law will (unless, in relation to a release of security over such Collateral due to a disposal of such asset, the proceeds of the disposal of the asset secured or charged are paid directly to the Administrative Agent and are applied in prepayment of secured obligations) always be subject to the prior written consent of the Administrative Agent (such consent to be granted at the Administrative Agent’s sole discretion). Each Lender authorizes the Administrative Agent to release such security interest in any Collateral at its discretion without notification or further reference to the Lenders, provided, that the disposal is in accordance with the terms of this Agreement. This provision shall supersede any conflicting provision in this Agreement or the other Loan Documents.

Section 11.29 Spanish Security. The Security Documents governed by Spanish law will be granted in favor of each and every Lender to secure the secured obligations (expressly excluding any parallel debt structure) and shall not be held on trust unless expressly permitted by law. At this respect, each Lender (other than the Administrative Agent) hereby irrevocably authorizes and empowers the Administrative Agent (with full power to appoint and to substitute and to delegate) to act on its behalf and if required under applicable law, or if otherwise appropriate, in its name and on its behalf in connection with the acceptance, preparation, amendment, novation, extension, confirmation, release, execution, enforcement, or, where necessary, notarization of a Spanish public document and delivery of the Security Documents subject to Spanish law and the perfection (including, where mandatory, registration) and monitoring of the Collateral. Therefore, the Administrative Agent shall be entitled to accept the Collateral subject to Spanish law in the name and on behalf of the Lenders by virtue of the powers that herein are granted by each Lender. Nothing in this Section 11.29 shall limit or be deemed to modify the exculpatory provisions, or any other rights, immunities and protections, afforded to the Administrative Agent under this Agreement or any other Loan Document.

Section 11.30 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

Section 11.31 Dutch Legal Matters. Lenders are advised to seek Dutch legal advice (i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the CRR) has been published by the competent authority, if the participation of a Lender in any Loan or Commitment is less than EUR 100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public” has been published by the competent authority, if a Lender is or would be considered to be part of the public on the basis of such interpretation.

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EXECUTION VERSION

AMENDED AND RESTATED NOTEHOLDER FORBEARANCE AGREEMENT

This Amended and Restated Noteholder Forbearance Agreement (this “Agreement”) is entered into as of September 1, 2021, by and among GTT Communications, Inc., a Delaware corporation (the “Issuer”), GTT Americas, LLC, a Delaware limited liability company, GTT Global Telecom Government Services, LLC, a Virginia limited liability company, GC Pivotal, LLC, a Delaware limited liability company, Communication Decisions – SNVC, LLC, a Virginia limited liability company, Electra Ltd., a Virginia corporation, Core180, LLC, a Delaware limited liability company, GTT RemainCo, LLC, a Delaware limited liability company, GTT Apollo Holdings, LLC, a Delaware limited liability company, GTT Apollo, LLC, a Delaware limited liability company and Interoute US LLC, a Delaware limited liability company, (each such direct or indirect subsidiary of the Issuer, a “Guarantor” and, together, the “Guarantors”), and each of the undersigned beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes (as hereinafter defined) (collectively, the “Forbearing Noteholders” and, together with the Issuer, the “Parties”).

RECITALS

A.The Issuer and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), are parties to that certain Indenture, dated as of December 22, 2016, (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), under which the Issuer’s 7.875% Senior Notes due 2024 (the “Notes”) were issued. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Indenture.

B.On December 28, 2020, the Issuer and certain Guarantors entered into a Forbearance Agreement (as amended, the “Prior Notes Forbearance Agreement”) with certain beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of a majority of the outstanding aggregate principal amount of the Notes.

C.The Issuer, the Guarantors and the Forbearing Noteholders constituting Requisite Forbearing Noteholders (as hereinafter defined) wish to amend and restate the Prior Notes Forbearance Agreement as set forth herein.

D.The Issuer, the Guarantors and the Forbearing Noteholders are party to that certain restructuring support agreement, dated as of the date hereof, by and among the Issuer and certain of its direct and indirect subsidiaries, the Forbearing Noteholders, the lenders party thereto, the equityholders party thereto and Cube Telecom Europe Bidco Limited (including any term sheets, exhibits, and schedules attached thereto, as each and this restructuring support agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Restructuring Support Agreement”).

E.The Issuer has requested that, during the Noteholder Forbearance Period (as hereinafter defined), the Noteholders agree to forbear from exercising any and all rights and remedies against the Issuer and the Guarantors with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 (the “Late 2020 Q2 10-Q”), (ii) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (the “Late 2020 Q3 10-Q”), (iii) the Issuer’s failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Late 2020 10-K”), (iv) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Late 2021 Q1 10-Q”), (v) the Issuer’s failure to make the interest payment due on June 30, 2021 (the “Q2 2021 Interest Payment”) on the Notes, (vi) the Issuer’s failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 (the “Late 2021 Q2 10-Q”) and (vii) the occurrence and continuance of the “Lender Specified Defaults” as defined in the Fifth Lender

Forbearance Agreement and Consent (as hereinafter defined) (collectively, the “Noteholder Specified Defaults”).

F.This Agreement replaces the Prior Notes Forbearance Agreement.

G.Subject to the terms and conditions set forth herein, the Forbearing Noteholders have agreed to forbear, solely during the Noteholder Forbearance Period, from exercising their default-related rights and remedies against the Issuer and the Guarantors with respect to the Noteholder Specified Defaults and as otherwise set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

SECTION 1.Confirmation by the Issuer of Obligations and Noteholder Specified Defaults.

(a)Each of the Issuer and the Guarantors acknowledges and agrees that, as of the Forbearance Effective Date (as hereinafter defined), the aggregate principal amount of the Notes outstanding is $575,000,000. Each of the Issuer and the Guarantors further acknowledges and agrees that (i) the notice of Default delivered September 2, 2020 from investment managers to beneficial holders of, or, holders of, the Notes (the “Noteholders”) representing 25% or more of the aggregate principal amount of the Notes was properly delivered and the Issuer’s failure to file (or in certain circumstances, post to the Issuer’s website) the Late 2020 Q2 10-Q (“Q2 2020 Reporting Default”) on or before November 1, 2020 constituted an Event of Default under the Indenture on November 2, 2020, (ii) the notice of Default delivered December 7, 2020 from the Trustee was properly delivered and the Issuer’s failure to file (or in certain circumstances, post to the Issuer’s website) the Late 2020 Q3 10-Q (“Q3 2020 Reporting Default”) on or before February 5, 2021 constituted an Event of Default under the Indenture on February 6, 2021, (iii) the notice of Default delivered April 30, 2021 from the Trustee was properly delivered and the Issuer’s failure to file (or in certain circumstances, post to the Issuer’s website) the Late 2020 10-K (“Q4 2020 Reporting Default”) on or before June 29, 2021 constituted an Event of Default under the Indenture on June 30, 2021 and (iv) the notice of Default delivered July 2, 2021 from the Trustee was properly delivered and the Issuer’s failure to file (or in certain circumstances, post to the Issuer’s website) the Late 2021 Q1 10-Q (“Q1 2021 Reporting Default”) on or before August 31, 2021 will constitute an Event of Default under the Indenture on September 1, 2021.

(b)Each of the Issuer and Guarantors acknowledges and agrees that (i) the Q2 2020 Reporting Default as of November 2, 2020 constituted an Event of Default, (ii) the Q3 2020 Reporting Default as of February 6, 2021 constituted an Event of Default, (iii) the Q4 2020 Reporting Default as of June 30, 2021 constituted an Event of Default, (iv) the Q1 2021 Reporting Default as of September 1, 2021 will constitute an Event of Default and (v) the Issuer’s failure to make the Q2 2021 Interest Payment by July 30, 2021 (the “Interest Payment Default”) constituted an Event of Default, in each case which, but for entry into this Agreement, would entitle the Forbearing Noteholders to exercise any and all default-related rights and remedies provided for under the Indenture, the Notes and applicable law. Each of the Issuer and Guarantors acknowledges and agrees that, as and when the other Noteholder Specified Defaults occur, they shall, upon the passage of time or the giving of notice or both (to the extent such requirements are applicable pursuant to Section 6.01 of the Indenture), constitute Events of Default, which, but for entry into this Agreement, would entitle the Forbearing Noteholders to exercise any and all default-related rights and remedies provided for under the Indenture, the Notes and applicable law.

(c)Each of the Issuer and the Guarantors represents that there are no claims, demands, offsets or defenses at law or in equity that would defeat or diminish any Holder’s present and unconditional right to collect the indebtedness evidenced by the Indenture, the Notes and the Note Guarantees (collectively, the “Notes Documents”) that is owed to such Person, and to proceed to enforce the rights and remedies available to the Trustee and Holders as provided in the Notes Documents as of the date hereof.

(d)Each of the Issuer and the Guarantors acknowledges and agrees that the Forbearance (as hereinafter defined) is limited in time and scope and is subject to the terms and conditions set forth herein. Each of the Issuer and the Guarantors further acknowledges and agrees that, subject to the terms of the Restructuring Support Agreement, upon the occurrence of a Termination Event (as hereinafter defined), the Forbearing Noteholders shall be entitled to exercise all rights and remedies in respect of the Noteholder Specified Defaults or any other Defaults or Events of Default under the Indenture, the Notes and applicable law.

SECTION 2.Forbearance.

(a)In reliance upon the representations and warranties and covenants of the Issuer and each of the Guarantors contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, effective as of the Forbearance Effective Date, each of the Forbearing Noteholders (severally and not jointly) agrees that, until the expiration or termination of the Noteholder Forbearance Period, it will forbear from

(i) exercising any and all rights or remedies under the Indenture, the Notes and applicable law (“Remedial Action”) against the Issuer and the Guarantors (or any of their assets or properties), including, without limitation, any action to accelerate or join in any request for acceleration of the Notes, and

(ii) directing the Trustee to take any Remedial Action,

in each case described in clauses (i) and (ii) (the “Forbearance”). As used herein, the term “Noteholder Forbearance Period” shall mean the period beginning on the Forbearance Effective Date and ending automatically on the earlier to occur of (the occurrence of any of the events in the succeeding clauses (1) and (2), a “Termination Event”):

(1) the Restructuring Support Agreement ceases to be effective or otherwise terminates in accordance with its terms with respect to the Issuer and/or the Consenting Noteholders (as defined in the Restructuring Support Agreement) (a “RSA Termination Event”) and the delivery to the Issuer by the Requisite Forbearing Noteholders1 of written notice of such Forbearing Noteholders’ intent to terminate this Agreement (which notice may be delivered by counsel to the Forbearing Noteholders, including by electronic mail); and

1 “Requisite Forbearing Noteholders” means, as of any date of determination, (i) with respect to the delivery of Requisite Forbearing Noteholders’ intent to terminate this Agreement, those Forbearing Noteholders holding more than 50% of the aggregate principal amount of the Notes that are held by all Forbearing Noteholders as of such date and (ii) with respect to any amendments to this Agreement or other consents or approvals pursuant to this Agreement, those Forbearing Noteholders holding more than 66.7% of the aggregate principal amount of the Notes that are held by all Forbearing Noteholders as of such date; provided, solely with respect to this clause (ii), at least two or more of such Forbearing Noteholders are unaffiliated.

(2) an Event of Default under Section 6.01(a)(7) or Section 6.01(a)(8) of the Indenture, immediately upon the occurrence of such Event of Default without need for further action or notice.

(b)In the event that the Trustee or any Noteholder or group of Noteholders takes any action during the Noteholder Forbearance Period to declare all of the Notes immediately due and payable pursuant to Section 6.02 of the Indenture, the Forbearing Noteholders agree to promptly deliver written notice to the Issuer and the Trustee to rescind and annul such acceleration and its consequences in accordance with Section 6.02 of the Indenture and, in connection therewith, to provide the necessary consents for an amendment to the Indenture that provides that Section 6.02 of the Indenture (i) shall not require cure or waiver of any Events of Default in connection with rescinding and annulling such acceleration and its consequences and (ii) shall not require any payment or deposit with the Trustee of any overdue interest on the Notes or interest upon overdue interest on the Notes in connection with rescinding and annulling such acceleration and its consequences; provided that nothing in the foregoing shall require any Forbearing Noteholder to incur any expenses, liabilities, or other obligations pursuant to this Agreement, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations to any Forbearing Noteholder or its Affiliates that such Forbearing Noteholder reasonably believes may not be reimbursed by the Issuer pursuant to this Agreement.

(c)The Forbearance is limited in nature and nothing contained herein is intended, or shall be deemed or construed, (i) to constitute a waiver of any of the Noteholder Specified Defaults or any other existing or future Defaults or Events of Default or compliance with any term or provision of the Indenture, the Notes or applicable law, or (ii) to establish a custom or course of dealing between the Issuer and/or any or all of the Guarantors, on the one hand, and any Forbearing Noteholder, on the other hand. Nothing contained in this Agreement shall be deemed to obligate any Forbearing Noteholder to extend the Noteholder Forbearance Period or enter into any other forbearance agreements.

(d)Upon the occurrence of a Termination Event, the agreement of the Forbearing Noteholders hereunder to forbear from taking any Remedial Action shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which the Issuer waives. Each of the Issuer and the Guarantors agrees that, subject to the terms of the Restructuring Support Agreement, the Forbearing Noteholders may at any time thereafter proceed to exercise any and all of their rights and remedies under any or all of the Indenture, the Notes and/or applicable law, including, without limitation, Remedial Action. In furtherance of the foregoing, and notwithstanding the occurrence of the Forbearance Effective Date, each of the Issuer and the Guarantors acknowledges and confirms that, subject to the Forbearance and the Restructuring Support Agreement, all rights and remedies of the Forbearing Noteholders under the Indenture, the Notes and applicable law with respect to the Issuer and the Guarantors shall continue to be available to the Forbearing Noteholders.

(e)Each of the Parties hereto hereby agrees that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Forbearing Noteholders may be entitled to take or bring in order to enforce their rights and remedies against the Issuer and the Guarantors are, to the fullest extent permitted by law, tolled and suspended during the Noteholder Forbearance Period.

(f)Each of the Issuer and the Guarantors understands and accepts the temporary nature of the forbearance provided hereby and that the Forbearing Noteholders have given no assurances that they will extend such forbearance or provide waivers or amendments to the Indenture after the Noteholder Forbearance Period.

(g)Each of the Issuer and the Guarantors acknowledges and agrees that each of the agreements of the Forbearing Noteholders hereunder have been made in reliance upon, and in consideration for, among other things, the general releases and indemnities contained in Section 9 hereof and the other covenants, agreements, representations and warranties of the Issuer and each of the Guarantors hereunder.

SECTION 3.Acknowledgements.

The Forbearing Noteholders hereby consent to the amendments contained in Section 1 of that certain Seventh Amendment to Priming Facility Credit Agreement, dated as of September 1, 2021 (the “Seventh Amendment”), among the Issuer, GTT Communications B.V., the lenders party thereto and Delaware Trust Company, as administrative agent, and any reference to the “Priming Facility Credit Agreement” in the this Agreement shall mean the Priming Facility Credit Agreement as amended by the Seventh Amendment.

SECTION 4.Effectiveness.

This Agreement will be effective as of the date when the following conditions have been satisfied (such date, the “Forbearance Effective Date”):

(a)Agreement. Each of the Issuer, the Guarantors and the Forbearing Noteholders shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the other Parties (which signature pages may be delivered by counsel and in electronic form);

(b)Fees and Expenses. The Issuer shall have paid or caused to be paid to Latham & Watkins LLP (“Latham”) and Centerview Partners LLC (“Centerview”) the invoiced fees and expenses, pursuant to the fee agreement between the Issuer and Latham and the engagement letter between the Issuer and Centerview, respectively; provided that any such invoice is delivered to the Issuer at least one (1) Business Day prior to the Forbearance Effective Date;

(c)No Default or Event of Default. As of the date of this Agreement, no Default or Event of Default shall have occurred and be continuing, other than the Q2 2020 Reporting Default, the Q3 2020 Reporting Default, the Q4 2020 Reporting Default, the Interest Payment Default and the Q1 2021 Reporting Default;

(d)Fifth Lender Forbearance Agreement and Consent. The Issuer and the Required Lenders (as defined in the Credit Agreement dated as of May 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) by and among the Issuer and GTT Communications B.V., as borrowers, KeyBank National Association, as administrative agent and letter of credit issuer, and the lenders and other financial institutions party thereto from time to time) (the “Credit Agreement”) shall have entered into a forbearance agreement in the form attached as Exhibit A hereto (the “Fifth Lender Forbearance Agreement and Consent”); and

(e)Foreign Obligor Forbearance Agreement. The Consenting 2018 Credit Facility Creditors (as defined in the Restructuring Support Agreement), GTT Communications B.V., the guarantors, and KeyBank National Association, as administrative agent shall have entered into a forbearance agreement in the form attached as Exhibit B hereto (the “Foreign Obligor Forbearance Agreement”).

(f)Restructuring Support Agreement. The Restructuring Support Agreement shall have been duly executed and delivered in form and substance satisfactory to the Requisite Forbearing Noteholders and shall be in full force and effect.

SECTION 5.Representations, Warranties and Covenants of the Issuer.

To induce the Forbearing Noteholders to execute and deliver this Agreement, the Issuer and the Guarantors, jointly and severally, represent, warrant and covenant that:

(a)The execution, delivery and performance by the Issuer and each of the Guarantors of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by the Issuer and each of the Guarantors, this Agreement has been duly executed and delivered by the Issuer and each of the Guarantors, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of the Issuer and each of the Guarantors enforceable against the Issuer and each of the Guarantors in accordance with their terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(b)Neither the execution, delivery and performance of this Agreement, all documents and instruments delivered in connection herewith, nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of the Issuer’s or any of the Guarantors’ organizational documents or (ii) any applicable laws; and

(c)As of the date hereof, except for the Q2 2020 Reporting Default, the Q3 2020 Reporting Default, the Q4 2020 Reporting Default, the Interest Payment Default and the Q1 2021 Reporting Default, no Default or Event of Default has occurred or is continuing under the Indenture.

SECTION 6.Representations, Warranties and Covenants of the Forbearing Noteholders.

Each Forbearing Noteholder severally (but not jointly) represents, warrants and covenants that, (i) as of the date hereof, it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the aggregate principal amount of the Notes set forth in the letter previously delivered to the Issuer by or on behalf of such Forbearing Noteholder or delivered to the Issuer contemporaneously with a signature page hereto, as applicable, and (ii) the execution, delivery and performance by such Forbearing Noteholder of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by such Forbearing Noteholder, this Agreement has been duly executed and delivered by such Forbearing Noteholder, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Forbearing Noteholder enforceable against it in accordance with their terms, except as the enforcement thereof may be subject to (x) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (y) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

SECTION 7.Reference to and Effect upon the Indenture.

(a)All terms, conditions and covenants contained in the Notes Documents, and all rights of the Forbearing Noteholders, shall, subject to the Forbearance, remain in full force and effect. Each of the Issuer and Guarantors hereby confirms that the Indenture, the Notes and the Guarantees are in full force and effect and that neither the Issuer nor any Guarantor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to the Indenture, the Notes or the Guarantees.

any provisions of the Indenture nor constitute a novation of any of the Obligations under the Indenture, the Notes or Guarantees, (ii) amend, modify or operate as a waiver of any default under the Indenture or any right, power or remedy of any Forbearing Noteholder, or (iii) constitute a course of dealing or other basis for altering the Indenture, the Notes, the Guarantees or any other contract or instrument. Except as set forth herein, each Forbearing Noteholder reserves all of its rights, powers, and remedies under the Indenture, the Notes, the Guarantees and applicable laws.

(c)Each of the Issuer and Guarantors acknowledges and agrees that the Forbearing Noteholders’ agreement to forbear from exercising their default-related rights and remedies during the Noteholder Forbearance Period does not in any manner whatsoever limit any Forbearing Noteholder’s right to insist upon strict compliance by the Issuer and Guarantors with the Indenture, the Notes, the Guarantees, this Agreement or any other document during the Noteholder Forbearance Period, except as set forth herein or in the Restructuring Support Agreement.

(d) Notwithstanding anything to the contrary herein, if, prior to the occurrence of a RSA Termination Event, any Guarantor is released from its Note Guarantee under the Indenture pursuant to the terms of the Indenture in connection with the consummation of the I Squared Infrastructure Sale (as defined in the Restructuring Support Agreement) in accordance with the Restructuring Support Agreement, such Guarantor’s obligations under this Agreement shall automatically terminate at such time.

SECTION 8.Additional Covenants.

(a)Each Forbearing Noteholder agrees that until the expiration or termination of the Noteholder Forbearance Period, it shall not directly or indirectly sell, transfer, lend, gift, pledge, hypothecate, encumber, convert, enter into any derivative or hedging agreement with respect to, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership)2 in any of its Notes or enter into any agreement, arrangement or understanding in connection therewith, except that each Forbearing Noteholder may Transfer any of the foregoing:

(i) to the extent such Forbearing Noteholder is managing the Notes on behalf of a fund, to another fund managed by the Forbearing Noteholder if the representations and warranties set forth in Section 6 remain true and correct in all respects after such Transfer;

(ii) to any other Forbearing Noteholder (including through a broker-dealer intermediary), in which case, such Notes shall automatically be deemed to be subject to the terms of this Agreement;

(iii) to a transferee the Forbearing Noteholder controls, is controlled by, is under common control with or is an affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act), affiliated fund, or affiliated entity with a common investment advisor, so long as the applicable transferee agrees to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement;

(iv) to any other person provided that the transferee agrees in writing prior to such Transfer to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement, or the transferee executes and delivers a separate agreement with terms

2 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Notes or the right to acquire the Notes.

substantially similar to this Agreement for the benefit of the Issuer (the Transfers set forth in the foregoing clauses (i) to (iv), a “Permitted Transfer” and such party to such Permitted Transfer, a “Permitted Transferee”); or

(v) to a Qualified Marketmaker (as defined below) that acquires the Notes with the purpose and intent of acting as a Qualified Marketmaker for such Notes so long as such Qualified Marketmaker subsequently Transfers such Notes in a Permitted Transfer to a Permitted Transferee (any Transfer that does not comply with this paragraph shall be void ab initio).

Upon satisfaction of the foregoing requirements in this Section 8(a), the transferee shall be deemed to be a Forbearing Noteholder hereunder and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Notwithstanding anything to the contrary herein, a Qualified Marketmaker that acquires any of the Notes with the purpose and intent of acting as a Qualified Marketmaker for such Notes shall not be required to agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker Transfers such Notes as part of market-making activities in a Permitted Transfer to a Permitted Transferee.

(b)This Agreement shall in no way be construed to preclude the Forbearing Noteholders from acquiring additional Notes; provided, that (A) if any Forbearing Noteholder acquires additional Notes during the term of this Agreement, such Forbearing Noteholder shall report its updated holdings of Notes to the Issuer within five (5) Business Days of such acquisition and (B) any acquired Notes shall automatically and immediately upon acquisition by a Forbearing Noteholder be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given).

(c)The Issuer understands that the Forbearing Noteholders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the Issuer acknowledges and agrees that, to the extent a Forbearing Noteholder expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s) and/or business group(s) of the Forbearing Noteholder that principally manage and/or supervise the Forbearing Noteholder’s investment in the Issuer, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Forbearing Noteholder so long as they are not acting at the direction or for the benefit of such Forbearing Noteholder or such Forbearing Noteholder’s investment in the Issuer; provided that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that executes this Agreement.

(d)Further, notwithstanding anything in this Agreement to the contrary, the Parties agree that, in connection with the delivery of signature pages to this Agreement by a Forbearing Noteholder that is a Qualified Marketmaker before the Forbearance Effective Date, such Forbearing Noteholder shall be a Forbearing Noteholder hereunder solely with respect to the Notes listed on the letter delivered pursuant to Section 6 hereof and shall not be required to comply with this Agreement for any other notes it may hold from time to time in its role as a Qualified Marketmaker. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Issuer (or enter with customers into long and short positions in claims against the Issuer), in its capacity as a dealer or market maker in claims against the Issuer and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

SECTION 9.General Release; Indemnity.

(a)In consideration of, among other things, the Forbearing Noteholders’ execution and delivery of this Agreement, each of the Issuer and the Guarantors, on behalf of itself and its agents (including, without limitation, investment managers), representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Forbearing Noteholders in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Indenture, the Guarantees or the Notes or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among the Issuer and the Guarantors, on the one hand, and any or all of the Forbearing Noteholders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. In entering into this Agreement, the Issuer and each Guarantor consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section 9 shall survive the termination of this Agreement and the Notes Documents.

(b)The Issuer and the Guarantors each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by or on behalf of any person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Issuer, any Guarantor, or any of their respective Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Indenture, the Notes, the Guarantees, this Agreement or any other document executed and/or delivered in connection herewith or therewith; provided, that neither the Issuer nor any Guarantor shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Issuer and the Guarantors each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Agreement and the Notes Documents.

(c)Each of the Issuer and the Guarantors, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by the Issuer or any Guarantor pursuant to Section 9(a) hereof. If the Issuer, any Guarantor or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Issuer and Guarantors, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

SECTION 10.Amendments.

This Agreement may be modified, amended or supplemented only by an instrument in writing signed by the Issuer, the Guarantors and the Requisite Forbearing Noteholders. Any provision in this Agreement may be waived by an instrument in writing signed by the Party against whom such waiver is to be effective, and any date or deadline set forth herein may be extended by written consent of the Requisite Forbearing Noteholders (which may be evidenced by email from counsel).

SECTION 11.Governing Law; Consent to Jurisdiction.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT IS SUBJECT TO THE PROVISIONS OF SECTION 12.08 OF THE INDENTURE RELATING TO SUBMISSION TO JURISDICTION AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

SECTION 12.Construction.

This Agreement and all other agreements and documents executed and/or delivered in connection herewith have been prepared through the joint efforts of all of the Parties hereto. Neither the provisions of this Agreement or any such other agreements and documents nor any alleged ambiguity therein shall be interpreted or resolved against any party on the ground that such party or its counsel drafted this Agreement or such other agreements and documents, or based on any other rule of strict construction. Each of the Parties hereto represents and declares that such party has carefully read this Agreement and all other agreements and documents executed in connection therewith, and that such party knows the contents thereof and signs the same freely and voluntarily. The Parties hereto acknowledge that they have been represented by legal counsel of their own choosing in negotiations for and preparation of this Agreement and all other agreements and documents executed in connection herewith and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect. Without limiting the generality of the foregoing, “option” and “discretion” shall be implied by the use of the words “if” and “may.”

SECTION 13.Counterparts.

This Agreement may be executed in counterparts (and by different Parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (including “.pdf”) shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 14.Severability.

If any provision of this Agreement or the Indenture is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the Indenture shall not be affected or impaired thereby and (b) the Parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 15.Time of Essence.

Time is of the essence in the performance of the obligations of the Parties hereunder and with respect to all conditions to be satisfied by such Parties.

SECTION 16.Further Assurances.

Each of the Issuer and the Guarantors agrees to take all further actions and execute all further documents as the Requisite Forbearing Noteholders may from time to time reasonably request to carry out the transactions contemplated by this Agreement and all other agreements executed and delivered in connection herewith.

SECTION 17.Section Headings.

Section headings in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose.

SECTION 18.Notices.

Except as set forth herein, all notices, requests, and demands to or upon the respective Parties hereto shall be given in accordance with the Indenture or in such other manner and to such persons as agreed upon by the Parties hereto.

SECTION 19.Assignments.

This Agreement shall be binding upon and inure to the benefit of the Issuer, the Guarantors, the Forbearing Noteholders and their respective successors and assigns.

SECTION 20.Relationship of Parties; No Third Party Beneficiaries.

Nothing in this Agreement shall be construed to alter the existing debtor-creditor relationship between the Issuer and the Guarantors, on the one hand, and the Forbearing Noteholders, on the other hand. This Agreement is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the Parties hereto. No person other than a Party hereto is intended to be a beneficiary hereof and no person other than a Party hereto shall be authorized to rely upon or enforce the contents of this Agreement.

SECTION 21.Final Agreement.

THIS AGREEMENT, THE INDENTURE, THE GUARANTEES AND THE RESTRUCTURING SUPPORT AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG

THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

SECTION 22.Separately Managed Accounts.

The Parties hereto acknowledge that all representations, warranties, covenants and other agreements made by or with respect to any Noteholder that is a separately managed account of an investment manager identified on the signature pages hereto (the “Manager”) are being made only with respect to the assets managed by such Manager on behalf of such Noteholder, and shall not apply to (or be deemed to be made in relation to) any assets or interests that may be beneficially owned by such Noteholder that are not held through accounts managed by such Manager.

[Signature pages follow]

IN WITNESS WHEREOF, this Forbearance Agreement has been executed by the Parties hereto as of the date first written above.

GTT COMMUNICATIONS, INC.

By: /s/ Donna Granato

Name: Donna Granato

Title: Interim Chief Financial Officer

GTT AMERICAS, LLC GTT GLOBAL TELECOM GOVERNMENT SERVICES, LLC GC PIVOTAL, LLC

ELECTRA LTD. CORE180, LLC COMMUNICATION DECISIONS - SNVC, LLC

By: /s/ Donna Granato
Name: Donna Granato
Title: Vice President, Treasurer, Secretary and Chief Financial Officer

GTT REMAINCO, LLC

GTT APOLLO HOLDINGS, LLC

GTT APOLLO, LLC

INTEROUTE US LLC

By: /s/ Donna Granato
Name: Donna Granato
Title: Vice President, Treasurer and Chief Financial Officer

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

ARISTEIA CAPITAL, L.L.C., solely in its capacity as Investment Manager to underlying fund holders

By: /s/ Andrew B. David

Name: Andrew B. David

Title: Chief Operating Officer

Aristeia Capital, L.L.C.

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

CREDIT SUISSE ASSET MANAGEMENT, LLC, in its capacity as investment manager, sub-adviser, or similar capacity on behalf of certain holders of the 7.875% Senior Notes due 2024 of GTT Communications, Inc.

By: /s/ Thomas Flannery

Authorized Signatory

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

DDJ CAPITAL MANAGEMENT, LLC, on behalf of certain funds and accounts it manages and/or advises

By: /s/ David J. Breazzano

Name: David J. Breazzano

Title: President

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

HG VORA CAPITAL MANAGEMENT, LLC, as investment advisor on behalf of certain funds and managed accounts

By: /s/ Mandy Lam

Name: Mandy Lam

Title: Authorized Signatory

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

San Diego County Employees Retirement Association

By: Allianz Global Investor U.S. LLC, as investment advisor

By: /s/ Brit Stickney

Name: Brit Stickney

Title: Managing Director

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

Virtus AllianzGI Income & Growth Fund

By: Allianz Global Investor U.S. LLC, as investment advisor

By: /s/ Brit Stickney

Name: Brit Stickney

Title: Managing Director

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

Virtus Income & Growth Fund

By: Allianz Global Investor U.S. LLC, as investment advisor

By: /s/ Brit Stickney

Name: Brit Stickney

Title: Managing Director

SIGNATURE PAGE TO

NOTEHOLDER FORBEARANCE AGREEMENT

Exhibit A

FIFTH LENDER FORBEARANCE AGREEMENT AND CONSENT

See Exhibit 10.5 filed herewith.

Exhibit B

FOREIGN OBLIGOR FORBEARANCE AGREEMENT

See Exhibit 10.5 filed herewith

EXECUTION VERSION

FIFTH LENDER FORBEARANCE AGREEMENT AND CONSENT

This Fifth Lender Forbearance Agreement and Consent (this “Agreement”) is entered into as of September 1, 2021, by and among GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”), GTT Communications B.V., a company organized under the laws of the Netherlands (the “EMEA Borrower” and, together with the U.S. Borrower, the “Borrowers”), each of the other Credit Parties party hereto, each of the undersigned Secured Creditors (which Lenders constitute Lenders holding not less than a majority of the U.S. Term Loans, Lenders holding not less than a majority of the Closing Date EMEA Term Loans, Lenders holding not less than a majority of the 2020 EMEA Term Loans, the Required Lenders, the Required Revolving Lenders and the Existing Secured Hedge Providers (as defined below)) (collectively, the “Consenting Lenders”) and KeyBank National Association, as Administrative Agent under the Credit Agreement (together with the Borrowers and the Consenting Lenders, the “Parties”).

RECITALS

A.The U.S. Borrower, the EMEA Borrower, the lenders party thereto, KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent”), and certain other financial institutions party thereto, are parties to that certain Credit Agreement, dated as of May 31, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), under which the U.S. Borrower entered into the Revolving Commitments and incurred the U.S. Term Loans and the EMEA Borrower incurred the EMEA Term Loans. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

B.The U.S. Borrower is a party to Secured Hedge Agreements with each of the Secured Hedge Providers party hereto (collectively, the “Existing Secured Hedge Providers”) and the obligations of the U.S. Borrower thereunder constitute U.S. Obligations that are secured by the U.S. Collateral pursuant to the terms of the U.S. Security Documents.

C.The U.S. Borrower and the Consenting Lenders are party to that certain restructuring support agreement, dated as of the date hereof, by and among the U.S. Borrower and certain of its direct and indirect Subsidiaries, the Consenting Lenders, the noteholders party thereto, the equityholders party thereto and Cube Telecom Europe Bidco Limited (including any term sheets, exhibits, and schedules attached thereto, as each and the restructuring support agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Restructuring Support Agreement”).

D.The Borrowers have requested that, during the Lender Forbearance Period (as hereinafter defined), (X) the Lenders agree to forbear from exercising any and all rights and remedies against the Credit Parties with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) any failure by the Credit Parties to comply with Sections 6.01(a), 6.01(b) and/or 7.07(a) of the Credit Agreement, as applicable, as a result of any amendment, supplement, modification, restatement and/or withdrawal or public statement of non-reliance on (x) any audit opinion provided by the U.S. Borrower’s independent public accountants prior to the date of this Agreement pursuant to Section 6.01(a) of the Credit Agreement and/or (y) any financial statements provided by the U.S. Borrower prior to the date of this Agreement in accordance with Section 6.01(a) and/or (b) of the Credit Agreement, (ii) any representation, warranty or statement by any Credit Party contained in the Credit Agreement or any Loan Document (including, without limitation, any representation, warranty or statement (w) made by any Credit Party in any Notice of Borrowing, Notice of Continuation or Conversion and/or LC Request, (x) made or deemed made by any Credit Party pursuant to Sections 4.02 and/or 4.03 of the Credit Agreement in connection with any Credit Event, (y) made by any Credit Party in

any Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.01(c) of the Credit Agreement and/or (z) made by any Credit Party pursuant to Amendment No. 1, Amendment No. 2 and/or Amendment No. 3) having been untrue in any material respect (without duplication as to any materiality modifiers, qualifications or limitations applicable thereto) on the date as of which made, deemed made or confirmed as a result of the existing or potential Defaults and/or Events of Default described in clause (X)(i) of this paragraph, (iii) the failure by the Credit Parties to file the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 and the related Compliance Certificate for such period on or before October 30, 2020, the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 and the related Compliance Certificate for such period on or before November 14, 2020, the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 and the related Compliance Certificate for such period on or before May 15, 2021 and the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 and the related Compliance Certificate for such period on or before August 14, 2021, (iv) the failure by the Credit Parties to file the U.S. Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the related Compliance Certificate for such period on or before March 31, 2021, (v) the occurrence and continuance of the “Noteholder Specified Defaults” as defined in the Noteholder Forbearance Agreement (as defined below) and (vi) any Default or Event of Default that may occur as a result of the failure by any Credit Party to make any payment due on or after September 1, 2021 under any Secured Hedge Agreement when due and payable (a “Hedge Payment Default”) (clauses (i) through (vi), collectively, the “Credit Agreement Specified Defaults”) and (Y) each of the Secured Hedge Providers agree to forbear from exercising any and all rights and remedies against the Credit Parties (as applicable) (including, for the avoidance of doubt, causing the occurrence of an Early Termination Date under, and as defined in, any Secured Hedge Agreement or otherwise terminating any Secured Hedge Agreement) with respect to any Hedge Payment Default and/or any Event of Default under, and as defined in, any Secured Hedge Agreement (a “Hedge Event of Default”) that has occurred, or that may occur, under Section 5(a)(ii), (iv) and/or (vi) of any Secured Hedge Agreement and/or any Hedge Event of Default that has occurred, or that may occur, expressly and solely as a result of an Event of Default under the Credit Agreement, in each case, solely to the extent relating to the Credit Agreement Specified Defaults (together with the Credit Agreement Specified Defaults, the “Lender Specified Defaults”).

E.Subject to the terms and conditions set forth herein, the Consenting Lenders have agreed to (i) forbear, solely during the Lender Forbearance Period, from exercising their default-related rights and remedies against the Credit Parties with respect to the Lender Specified Defaults, and as otherwise set forth herein, (ii) forbear, solely during the Lender Forbearance Period (as defined in the Foreign Obligor Forbearance Agreement (as defined below)), from exercising their default-related rights and remedies against the Non-U.S. EMEA Credit Parties with respect to the Lender Specified Defaults (as defined in the Foreign Obligor Forbearance Agreement), (iii) amend the Credit Agreement as set forth herein and (iv) amend the CAM Agreement (as defined herein) as set forth herein.

SECTION 1.Confirmation by the Borrowers of Obligations and Lender Specified Defaults.

(a)The U.S. Borrower acknowledges and agrees that, as of August 31, 2021, (i) the aggregate principal amount of outstanding U.S. Term Loans is $1,716,900,000.00 and the aggregate accrued and unpaid interest thereon is $8,713,267.50, (ii) the aggregate principal amount of Revolving

Commitments is $85,718,058.65 and (iii) the aggregate principal amount of outstanding Revolving Loans is $74,834,827.03 and the aggregate accrued and unpaid interest thereon is $379,786.75 and the face amount of issued and outstanding Letters of Credit is $4,743,545.34. The EMEA Borrower acknowledges and agrees that, as of August 31, 2021, the aggregate principal amount of outstanding EMEA Term Loans denominated in Euros is €727,500,000.00 and the aggregate accrued and unpaid interest thereon is €4,137,656.25, and the aggregate principal amount of outstanding EMEA Term Loans denominated in Dollars is $138,250,000.00 and the aggregate accrued and unpaid interest thereon is $1,064,525.00.

(b)Each of the Borrowers represents that, (i) there are no claims, demands, offsets or defenses at law or in equity that would defeat or diminish the Administrative Agent’s or any Lender’s present and unconditional right to collect the indebtedness evidenced by the Loan Documents that is owed to such Person, and to proceed to enforce the rights and remedies available to Administrative Agent and Lenders as provided in the Loan Documents as of the date hereof and (ii) except for the Lender Specified Defaults that have occurred and are continuing as of the date hereof, no Defaults or Events of Default under the Credit Agreement have occurred and are continuing as of the date hereof. The Lender Specified Defaults, solely to the extent they occur (or have occurred) and become Events of Default, (x) cannot be cured (but, for the avoidance of doubt, can be waived) and (y) but for entry into this Agreement, would permit the Consenting Lenders to exercise any applicable rights and remedies provided for under the Loan Documents and applicable law.

(c)Each of the Borrowers acknowledges and agrees that the Lenders and the Administrative Agent have not waived, released or compromised and do not hereby waive, release or compromise, occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default (including the Lender Specified Defaults) that existed or may have existed, may presently exist, or may arise in the future, nor does any Lender or the Administrative Agent waive any rights and remedies under the Credit Agreement or the other Loan Documents (other than, to the extent and for the period expressly set forth herein), including any Lender’s right to direct the Administrative Agent to exercise any rights and remedies.

(d)Each of the Borrowers acknowledges and agrees that the Forbearance (as hereinafter defined) is limited in time and scope and is subject to the terms and conditions set forth herein. Each of the Borrowers further acknowledges and agrees that, upon the occurrence of a Termination Event (as hereinafter defined), the Consenting Lenders shall be entitled to exercise all rights and remedies in respect of the Lender Specified Defaults or any other Defaults or Events of Default under the Loan Documents and applicable law.

SECTION 2.Forbearance; Termination Events.

(a)In reliance upon the representations and warranties and covenants of the Credit Parties contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, effective as of the Agreement Effective Date, each of the Parties (severally and not jointly) agrees that, until the expiration or termination of the Lender Forbearance Period, it will forbear from:

(i)exercising any and all rights or remedies under the Loan Documents, the Secured Hedge Agreements and applicable law (“Remedial Action”) against the applicable Credit Parties (or any of their assets or properties, whether or not constituting Collateral), including, without limitation, any action to accelerate or join in any request for acceleration of any of the Obligations (including the termination of any Secured Hedge Agreement), and

(ii)in the case of the Consenting Lenders, directing the Administrative Agent to take any Remedial Action,

in each case described in clauses (i) and (ii) (the “Forbearance”); provided that, notwithstanding the foregoing, Secured Hedge Agreements may be terminated by each existing Secured Hedge Provider during the Lender Forbearance Period in accordance with the terms of the Restructuring Support Agreement. As used herein, the term “Lender Forbearance Period” shall mean the period beginning on the Agreement Effective Date and ending automatically on the earliest to occur of (the occurrence of any of the events in the succeeding clauses (1) and (2), a “Termination Event”):

(1)the Restructuring Support Agreement ceases to be effective or otherwise terminates in accordance with its terms with respect to the U.S. Borrower and/or the Consenting 2018 Credit Facility Creditors (as defined in the Restructuring Support Agreement), as a whole (a “RSA Termination Event”) and the delivery to the U.S. Borrower by either the Required Lenders or the Required Revolving Lenders of written notice of such Consenting Lenders’ intent to terminate this Agreement (which notice may be delivered by counsel to the Consenting Lenders, including by electronic mail); and

(2)an Event of Default under Section 8.01(i) of the Credit Agreement, immediately upon the occurrence of such Event of Default without need for further action or notice.

(b)The Consenting Lenders hereby (i) direct the Administrative Agent not to take any Remedial Action, solely during the Lender Forbearance Period, as a result of any of the Lender Specified Defaults or any other Defaults or Events of Default (other than under Section 8.01(i) of the Credit Agreement), including, without limitation, any action to accelerate any of the Obligations and (ii) agree to take all actions reasonably requested by the Administrative Agent pursuant to the Loan Documents in connection with such direction.

(c)The Forbearance is limited in nature and nothing contained herein is intended, or shall be deemed or construed, (i) to constitute a waiver of any of the Lender Specified Defaults or any other future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law, (ii) to establish a custom or course of dealing between the Borrowers, on the one hand, and any Consenting Lender, on the other hand, (iii) to give rise to any obligation on the part of the Lenders to extend, modify or waive any term or condition of the Loan Documents or (iv) to give rise to any defenses or counterclaims to the right of the Lenders to compel payment of the Obligations or otherwise enforce their rights and remedies set forth in the Loan Documents following a Termination Event. Nothing contained in this Agreement shall be deemed to obligate any Consenting Lender to extend the Lender Forbearance Period or enter into any other forbearance agreements.

(d)Upon the occurrence of a Termination Event, automatically and without any further action by any Consenting Lender or the Administrative Agent, the agreement of the Consenting Lenders hereunder to forbear from taking any Remedial Action shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which each of the Borrowers waives. The Borrowers agree that the Consenting Lenders may at any time thereafter proceed to exercise any and all of their rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, Remedial Action with respect to any of the Lender Specified Defaults or any other Defaults or Events of Default. In furtherance of the foregoing, and notwithstanding the occurrence of the Agreement Effective Date, each of the Borrowers acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Consenting Lenders under the

Loan Documents and applicable law with respect to the applicable Credit Parties shall continue to be available to the Consenting Lenders.

(e)Each of the Parties hereto agrees that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Consenting Lenders may be entitled to take or bring in order to enforce their rights and remedies against the Credit Parties are, to the fullest extent permitted by law, tolled and suspended during the Lender Forbearance Period.

(f)Each of the Credit Parties understands and accepts the temporary nature of the forbearance provided hereby and that the Consenting Lenders have given no assurances that they will extend such forbearance or provide waivers or amendments to the Credit Agreement after the Lender Forbearance Period.

SECTION 3.Effectiveness.

This Agreement will be effective as of the date when the following conditions have been satisfied (such date, the “Agreement Effective Date”):

(a)Agreement. Each of the Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the other Parties (which signature pages may be delivered by counsel and in electronic form).

(b)No Default or Event of Default. As of the date of this Agreement, no Default or Event of Default shall have occurred and be continuing, other than the Lender Specified Defaults that have occurred and are continuing as of the date hereof.

(c)Noteholder Forbearance Agreement. The Amended and Restated Noteholder Forbearance Agreement, dated as of the date hereof, shall have been duly executed and delivered in form and substance satisfactory to the Requisite Consenting Lenders1 and shall be in full force and effect (the “Noteholder Forbearance Agreement”).

(d)Priming Facility Credit Agreement. Amendment No. 7 to the Priming Facility Credit Agreement, dated as of the date hereof, shall have been duly executed and delivered in form and substance satisfactory to the Requisite Consenting Lenders and shall be in full force and effect.

(e)Restructuring Support Agreement. The Restructuring Support Agreement shall have been duly executed and delivered in form and substance satisfactory to the Requisite Consenting Lenders and shall be in full force and effect.

(f)Fees and Expenses. To the extent invoiced at least two (2) Business Days prior to the date of this Agreement, the Credit Parties shall have paid the reasonable and documented fees, charges and disbursements of (i) Jones Day, counsel to the Administrative Agent, and one local counsel to the Administrative Agent in each relevant jurisdiction, (ii) Milbank LLP, counsel to certain Term Lenders, (iii) Houlihan Lokey Capital, Inc., financial advisor to certain Term Lenders and (iv) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to certain Term Lenders, in each case, incurred in connection with this Agreement or in connection with any other Loan Documents entered into prior to the Agreement Effective Date.

1 As used herein, the term “Requisite Consenting Lenders” means the Required Lenders and the Required Revolving Lenders.

(g)Cash Collateralization of Letters of Credit. The Borrower shall have caused all outstanding Letters of Credit to be fully Cash Collateralized in an amount equal to 105% of the LC Outstandings as of the date hereof.

SECTION 4.Consent and Direction.

The undersigned Consenting Lenders hereby consent to the following:

(a) the Credit Agreement is hereby amended (such amendment constituting Amendment No. 7 to Credit Agreement, “Amendment No. 7”) (i) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (ii) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of the Credit Agreement attached as Annex A hereto and made a part hereof for all purposes; and

(b) that certain Collection Allocation Mechanism Agreement, dated as of May 31, 2018 (as amended, restated, supplemented, amended and restated and otherwise modified from time to time, the “CAM Agreement”), by and among the Administrative Agent, the Lenders and such other parties thereto from time to time is hereby amended (i) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (ii) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of the CAM Agreement attached as Annex B hereto and made a part hereof for all purposes; and

(c)the terms of the Non-U.S. EMEA Credit Party Lender Forbearance Agreement attached hereto as Annex C (the “Foreign Obligor Forbearance Agreement”) (including the forbearance with respect to the Lender Specified Defaults (as defined therein), to the extent set forth therein) and to be bound thereby, which Foreign Obligor Forbearance Agreement shall be operative immediately prior to the occurrence of an Event of Default under Section 8.01(i) of the Credit Agreement without need for further action or notice.

(d)The undersigned Consenting Lenders hereby direct the Administrative Agent to enter into (i) this Agreement, Amendment No. 7, the CAM Agreement and the Foreign Obligor Forbearance Agreement and to be bound by the terms of the foregoing and (ii) any account control or other agreements, instruments or documentation reasonably required in order to establish the control account arrangements contemplated under Amendment No. 7 and the Cash Collateral Orders (as defined under the Restructuring Support Agreement) with respect to the Infrastructure Sale Retained Proceeds.

SECTION 5.Representations, Warranties and Covenants of the Credit Parties. To induce the Consenting Lenders to execute and deliver this Agreement, each of the Credit Parties party hereto represents, warrants and covenants that:

(a)the execution, delivery and performance by such Credit Party of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by such Credit Party, this Agreement has been duly executed and delivered by such Borrower, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Borrower enforceable against it in accordance with their terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency,

reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(b)neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of such Borrower’s organizational documents or (ii) any applicable laws; and

(c)as of the date hereof, except for the Lender Specified Defaults that have occurred and are continuing as of the date hereof, no Default or Event of Default has occurred or is continuing under the Credit Agreement.

SECTION 6.Representations, Warranties and Covenants of the Consenting Lenders. Each Consenting Lender severally (but not jointly) represents, warrants and covenants that, (i) as of the date hereof, it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the Loans and/or Commitments set forth on the signature page hereof beneath its name and/or is a Secured Hedge Provider, as applicable, and (ii) the execution, delivery and performance by such Consenting Lender of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by such Consenting Lender, this Agreement has been duly executed and delivered by such Consenting Lender, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Consenting Lender enforceable against it in accordance with their terms, except as the enforcement thereof may be subject to (x) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (y) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

SECTION 7.Reference To And Effect Upon The Credit Agreement.

(a)All terms, conditions, covenants, representations and warranties contained in the Credit Agreement, and all rights of the Consenting Lenders, shall, subject to the Forbearance, remain in full force and effect. Each of the Credit Parties party hereto hereby confirms that the Credit Agreement is in full force and effect and that such Credit Party party hereto has no right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to the Credit Agreement or the applicable Loans.

(b)Except as set forth herein, the execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement nor constitute a novation of any of the Obligations under the Credit Agreement, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any right, power or remedy of any Consenting Lender, or (iii) constitute a course of dealing or other basis for altering the Credit Agreement or any other contract or instrument. Except as set forth herein, each Consenting Lender reserves all of its rights, powers, and remedies under the Loan Documents and applicable laws.

(c)Each of the Credit Parties acknowledges and agrees that the Consenting Lenders’ agreement to forbear from exercising their default-related rights and remedies during the Lender Forbearance Period does not in any manner whatsoever limit any Consenting Lender’s right to insist upon strict compliance by such Credit Party with the Credit Agreement, this Agreement or any other document during the Lender Forbearance Period, except as set forth herein.

(d)Notwithstanding anything to the contrary herein, if, prior to the occurrence of a RSA Termination Event, any Credit Party is released from its obligations under any Loan Document pursuant to the terms of the Loan Documents in connection with the consummation of the I Squared Infrastructure Sale (as defined in the Restructuring Support Agreement) in accordance with the Restructuring Support Agreement, such Credit Party’s obligations under this Agreement shall automatically terminate at such time.

(e)Notwithstanding anything to the contrary in this Agreement, the Credit Agreement or any other Loan Document, each of the Credit Parties, each Consenting Lender and the Administrative Agent agrees that all Cash Collateral provided pursuant to Section 3(g) will be held by the Administrative Agent solely to satisfy the LC Outstandings and not any other Obligations. Following the expiration of any Letter of Credit, if the Stated Amount of such Letter of Credit remains undrawn, the Administrative Agent shall return to the Borrower the Cash Collateral provided with respect to such Letter of Credit.

SECTION 8.Additional Covenants.

(a)Each Consenting Lender agrees that until the expiration or termination of the Lender Forbearance Period, it shall not directly or indirectly sell, transfer, lend, gift, convert, enter into any derivative or hedging agreement with respect to, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership2) in any of its Loans or Commitments and/or any exposure under any Secured Hedge Agreement, as applicable, or enter into any agreement, arrangement or understanding in connection therewith, except that each Consenting Lender may Transfer any of the foregoing: (i) to the extent such Consenting Lender is managing the Loans and/or Commitments on behalf of a fund, to another fund managed by the Consenting Lender if the representations and warranties set forth in Section 6 remain true and correct in all respects after such Transfer; (ii) to any other Consenting Lender (including through a broker-dealer intermediary), in which case, such Loans and/or Commitments and/or exposure under any Secured Hedge Agreement, as applicable, shall automatically be deemed to be subject to the terms of this Agreement; (iii) to a transferee the Consenting Lender controls, is controlled by, is under common control with or is an affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act), affiliated fund, or affiliated entity with a common investment advisor, so long as the applicable transferee agrees to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement; or (iv) to any other person provided that the transferee agrees in writing prior to such Transfer to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement, or the transferee executes and delivers a separate agreement with terms substantially similar to this Agreement for the benefit of the Borrowers (the Transfers set forth in the foregoing clauses (i) to (iv), a “Permitted Transfer” and such party to such Permitted Transfer, a “Permitted Transferee”) (any Transfer that does not comply with this paragraph shall be void ab initio). Upon satisfaction of the foregoing requirements in this Section 8(a), the transferee shall be deemed to be a Consenting Lender hereunder and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations.

(b)This Agreement shall in no way be construed to preclude the Consenting Lender from acquiring additional Loans and/or Commitments; provided, that (A) if any Consenting Lender acquires additional Loans and/or Commitments during the term of this Agreement, such Consenting Lender shall report its updated holdings of Loans and/or Commitments to the Borrowers within three (3)

Business Days of such acquisition and (B) any acquired Loans and/or Commitments shall automatically and immediately upon acquisition by a Consenting Lender be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given).

(c)Each of the Borrowers understands that the Consenting Lenders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, each of the Borrowers acknowledges and agrees that, to the extent a Consenting Lender expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s) and/or business group(s) of the Consenting Lender that principally manage and/or supervise the Consenting Lender’s investment in such Borrower, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Consenting Lender so long as they are not acting at the direction or for the benefit of such Consenting Lender or such Consenting Lender’s investment in such Borrower; provided that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that executes this Agreement.

(d)Further, notwithstanding anything in this Agreement to the contrary, the Parties agree that, in connection with the delivery of signature pages to this Agreement by a Consenting Lender that is a Qualified Marketmaker (defined below), such Qualified Marketmaker shall be a Consenting Lender hereunder solely with respect to the Loans and/or Commitments listed on such signature pages and shall not be required to comply with this Agreement for any other Loans it may hold from time to time in its role as a Qualified Marketmaker. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Borrowers (or enter with customers into long and short positions in claims against the Borrowers), in its capacity as a dealer or market maker in claims against the Borrowers and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

(e)This Agreement shall constitute a Loan Document.

SECTION 9.General Release.

(a)As of the date of this Agreement, each Credit Party that is a party hereto and the U.S. Borrower, on behalf of each other Credit Party and each of their respective Subsidiaries (collectively, the “Releasors”), to the fullest extent permitted by law, hereby releases, and forever discharges the Administrative Agent, each Lender and each of its or their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, and the successors and assigns of the foregoing (collectively, the “Released Parties”), from any and all claims, actions, causes of action, suits, defenses, set-offs against the Obligations, and liabilities of any kind or character whatsoever, known or unknown, contingent or matured, suspected or unsuspected, anticipated or unanticipated, liquidated or unliquidated, claimed or unclaimed, in contract or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, to the Loans, the Loan Documents, the Obligations, the Collateral or this Agreement, in each case, which existed, arose or occurred at any time prior to the date of this Agreement, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Agreement, any claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in,

prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this Agreement, all of which are released by the provisions hereof in favor of the Released Parties.

(b)Each Releasor acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Agreement, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Agreement.

(c)Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Agreement, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner set forth in or related to the Released Claims and all dealings in connection therewith.

(d)In making the releases set forth in this Agreement, each Releasor acknowledges that it has not relied upon any representation of any kind made by any Released Party.

(e)It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Agreement shall not be deemed or construed as an admission of liability by any of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the subject of such releases.

SECTION 10.Reaffirmation and Acknowledgement.

(a)Each U.S. Credit Party, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents to which it is a party, and (iv) reaffirms its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral to secure the Obligations and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations.

(b)Each Non-U.S. EMEA Credit Party party hereto, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Non-U.S. EMEA Credit Party Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents to which it is a party, and (iv) reaffirms pledge of and/or grant of a security interest in its assets constituting Collateral under the Non-U.S. Security Agreements to secure the Non-U.S. EMEA Credit Party Obligations and acknowledges and agrees that such pledge and/or grant continue in full force and effect in respect of, and to secure, the Non-U.S. EMEA Credit Party Obligations.

SECTION 11.Amendments. This Agreement may be modified, amended or supplemented only by an instrument in writing signed by the Borrowers and the Requisite Consenting Lenders.

SECTION 12.GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 11.08 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

SECTION 13.Construction. This Agreement and all other agreements and documents executed and/or delivered in connection herewith have been prepared through the joint efforts of all of the Parties. Neither the provisions of this Agreement or any such other agreements and documents nor any alleged ambiguity therein shall be interpreted or resolved against any party on the ground that such party or its counsel drafted this Agreement or such other agreements and documents, or based on any other rule of strict construction. Each of the Parties represents and declares that such party has carefully read this Agreement and all other agreements and documents executed in connection therewith, and that such party knows the contents thereof and signs the same freely and voluntarily. The Parties acknowledge that they have been represented by legal counsel of their own choosing in negotiations for and preparation of this Agreement and all other agreements and documents executed in connection herewith and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect. Without limiting the generality of the foregoing, “option” and “discretion” shall be implied by the use of the words “if” and “may.”

SECTION 14.Counterparts. This Agreement may be executed in counterparts (and by different Parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (including “.pdf”) shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 15.Severability. If any provision of this Agreement or the Credit Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the Credit Agreement shall not be affected or impaired thereby and (b) the Parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 16.Time of Essence. Time is of the essence in the performance of the obligations of the Parties hereunder and with respect to all conditions to be satisfied by such Parties.

SECTION 17.Further Assurances. Each of the Borrowers agrees to take all further actions and execute all further documents as the Required Lenders or Required Revolving Lenders may from time to time reasonably request to carry out the transactions contemplated by this Agreement and all other agreements executed and delivered in connection herewith.

SECTION 18.Section Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose.

SECTION 19.Notices. Except as set forth herein, all notices, requests, and demands to or upon the respective Parties shall be given in accordance with the Credit Agreement or in such other manner and to such persons as agreed upon by the Parties.

SECTION 20.Assignments. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Consenting Lenders and their respective successors and assigns.

SECTION 21.Relationship of Parties; No Third Party Beneficiaries. Nothing in this Agreement shall be construed to alter the existing debtor-creditor relationship between the Borrowers and the Consenting Lenders. This Agreement is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the Parties. No person other than a Party hereto is intended to be a beneficiary hereof and no person other than a Party hereto shall be authorized to rely upon or enforce the contents of this Agreement.

SECTION 22.Final Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT AND ANY APPLICABLE SECURED HEDGE AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES (AS APPLICABLE) AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date first written above.

GTT COMMUNICATIONS, INC.

By: /s/ Donna Granato

Name: Donna Granato

Title: Interim Chief Financial Officer

GTT COMMUNICATIONS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT AMERICAS, LLC GTT GLOBAL TELECOM GOVERNMENT SERVICES, LLC GC PIVOTAL, LLC

ELECTRA LTD. CORE180, LLC COMMUNICATION DECISIONS - SNVC, LLC

By: /s/ Donna Granato
Name: Donna Granato
Title: Vice President, Treasurer, Secretary and Chief Financial Officer

GTT REMAINCO, LLC

GTT APOLLO HOLDINGS, LLC

GTT APOLLO, LLC

INTEROUTE US LLC

By: /s/ Donna Granato
Name: Donna Granato
Title: Vice President, Treasurer and Chief Financial Officer

GTT HOLDINGS NETHERLANDS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE CLOUD NETHERLANDS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

HIBERNIA NGS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

PERSEUS TELECOM LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

GLOBAL TELECOM AND TECHNOLOGY HOLDINGS IRELAND LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT HOLDINGS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT-EMEA LTD.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

ACCELERATED CONNECTIONS INC.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

2497817 ONTARIO LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA INTERNATIONAL ASSETS INC.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT COMMUNICATIONS SWITZERLAND SÀRL

By: /s/ Donna Granato

Name: Donna Granato

Title: Managing Officer

GTT NETHERLANDS B.V.

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

HIBERNIA ATLANTIC CABLE SYSTEM LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

SIGNED for and on behalf of:

HIBERNIA EXPRESS (IRELAND) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA ATLANTIC (UK) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA EXPRESS (UK) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA MEDIA (UK) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE COMMUNICATIONS HOLDINGS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE COMMUNICATIONS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE MEDIA SERVICES LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

INTEROUTE NETWORKS LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA ATLANTIC COMMUNICATIONS (CANADA) COMPANY

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

HIBERNIA EXPRESS (CANADA) LIMITED

By: /s/ Donna Granato

Name: Donna Granato

Title: Director

GTT GMBH

By: /s/ Anthony Hansel Name: Anthony Hansel

Title: Managing Director

GTT SWITZERLAND SÀRL

By: /s/ Anthony Hansel

Name: Anthony Hansel

Title: Managing Officer

INTEROUTE MANAGED SERVICES SWEDEN AB

By: /s/ Anthony Hansel

Name: Anthony Hansel

Title: Director

KEYBANK NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ Eric W. Domin

Name: Eric W. Domin

Title: Vice President

GTT – Fifth Lender Forbearance Agreement and Consent

Annex A – Conformed Credit Agreement

[See attached]

Conformed for Amendment No. 1 to Credit Agreement, dated August 8, 2019

Conformed for Amendment No. 2 to Credit Agreement, dated February 28, 2020

Conformed for Amendment No. 3 to Credit Agreement, dated August 10, 2020

Conformed for Amendment No. 4 to Credit Agreement, dated December 28, 2020

Conformed for Amendment No. 5 to Credit Agreement, dated March 29, 2021

Conformed for Amendment No. 6 to Credit Agreement, dated May 10, 2021

Conformed for Amendment No. 7 to Credit Agreement, dated September 1, 2021

DEAL CUSIP NUMBER: 36250LAM6

REVOLVER CUSIP NUMBER: 36250LAN4

U.S. TERM LOAN CUSIP NUMBER: 36250LAP9

CLOSING DATE EMEA TERM LOAN CUSIP NUMBER 36250LAQ7

2020 EMEA TERM LOAN CUSIP NUMBER N9144HAB1

CREDIT AGREEMENT

dated as of

May 31, 2018

among

GTT COMMUNICATIONS, INC.,

as the U.S. Borrower,

GTT COMMUNICATIONS B.V.,

as the EMEA Borrower,

THE LENDING INSTITUTIONS NAMED HEREIN,

as Lenders,

and

KEYBANK NATIONAL ASSOCIATION,

as LC Issuer and as Administrative Agent

_______________________________________________

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

KEYBANK NATIONAL ASSOCIATION,

SUNTRUST BANK,

GOLDMAN SACHS BANK USA and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agents,

and

CITIZENS BANK, NATIONAL ASSOCIATION and

ING CAPITAL LLC,

as Documentation Agents

CREDIT SUISSE SECURITIES (USA) LLC,

KEYBANC CAPITAL MARKETS INC.,

SUNTRUST ROBINSON HUMPHREY, INC.,

GOLDMAN SACHS BANK USA,

MORGAN STANLEY SENIOR FUNDING, INC.,

CITIZENS BANK, NATIONAL ASSOCIATION and

ING CAPITAL LLC,

101929.0001 4811-6921-3177

TABLE OF CONTENTS

(continued)

Page

as Joint Lead Arrangers and Joint Bookrunners


			-ii-

WEIL:\97392641\5\71620.0150

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TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITION AND TERMS


Section 1.01	Certain Defined Terms	2
Section 1.02	Computation of Time Periods	69
Section 1.03	Accounting Terms	69
Section 1.04	Terms Generally	70
Section 1.05	Additional Approved Currencies	71
Section 1.06	Exchange Rates	72
Section 1.07	Swedish Terms.	72

ARTICLE II.

THE TERMS OF THE CREDIT FACILITY


Section 2.01	Establishment of the Credit Facilities	72
Section 2.02	Revolving Facility	72
Section 2.03	Term Loans	73
Section 2.04	[Reserved.]	74
Section 2.05	Letters of Credit	74
Section 2.06	Notice of Borrowing	78
Section 2.07	Funding Obligations; Disbursement of Funds	79
Section 2.08	Evidence of Obligations	80
Section 2.09	Interest; Default Rate	81
Section 2.10	Conversion and Continuation of Loans	84
Section 2.11	Fees	84
Section 2.12	Termination and Reduction of Revolving Commitments	86
Section 2.13	Voluntary, Scheduled and Mandatory Prepayments of Loans	86
Section 2.14	Method and Place of Payment	93
Section 2.15	Defaulting Lenders	93
Section 2.16	Cash Collateral	96
Section 2.17	Increase in Commitments	96
Section 2.18	Revolving Loan Maturity Extension	99
Section 2.19	Term Loan Amend and Extend Transactions	100
Section 2.20	Refinancing Term Loans.	102
Section 2.21	Replacement Revolving Commitments.	104
Section 2.22	956 Savings.	105

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ARTICLE III.

INCREASED COSTS, ILLEGALITY AND TAXES


Section 3.01	Increased Costs, Illegality, etc.	106
Section 3.02	Breakage Compensation	108
Section 3.03	Net Payments	108
Section 3.04	Increased Costs to LC Issuers	113
Section 3.05	Change of Lending Office; Replacement of Lenders	113
Section 3.06	Exchange Indemnification and Increased Costs	114

ARTICLE IV.

CONDITIONS PRECEDENT


Section 4.01	Conditions Precedent at Closing Date	114
Section 4.02	Conditions Precedent to All Credit Events After the Closing Date	118
Section 4.03	Conditions Satisfied.	118

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Page

ARTICLE V.

REPRESENTATIONS AND WARRANTIES


Section 5.01	Corporate Status	118
Section 5.02	Corporate Power and Authority	119
Section 5.03	No Violation	119
Section 5.04	Governmental Approvals	119
Section 5.05	Litigation	119
Section 5.06	Use of Proceeds; Margin Regulations; Sanctions	120
Section 5.07	Financial Statements	120
Section 5.08	Solvency	121
Section 5.09	No Material Adverse Change	121
Section 5.10	Tax Returns and Payments	122
Section 5.11	Title to Properties, etc.	122
Section 5.12	Lawful Operations, etc.	122
Section 5.13	Environmental Matters	122
Section 5.14	Compliance with ERISA, etc.	123
Section 5.15	Intellectual Property, etc.	124
Section 5.16	Investment Company Act, etc.	124
Section 5.17	Insurance	124
Section 5.18	Centre of Main Interests and Establishments	124
Section 5.19	Security Interests, etc.	125
Section 5.20	True and Complete Disclosure	125
Section 5.21	[Reserved]	125
Section 5.22	Capitalization	125
Section 5.23	Target Acquisition Documentation	126
Section 5.24	Anti-Terrorism and Anti-Money Laundering Law Compliance	126
Section 5.25	Communications Matters	127
Section 5.26	Licenses, Approvals and Rights-of-Way	129
Section 5.27	No Immunity	130

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Page

ARTICLE VI.

AFFIRMATIVE COVENANTS


Section 6.01	Reporting Requirements	130
Section 6.02	Books, Records and Inspections	134
Section 6.03	Insurance	134
Section 6.04	Payment of Taxes and Claims	135
Section 6.05	Corporate Franchises	135
Section 6.06	Good Repair	135
Section 6.07	Compliance with Statutes; Non-U.S. Plans; Canadian Pension Plans	135
Section 6.08	Compliance with Environmental Laws	136
Section 6.09	Certain Subsidiaries to Join in Guaranty	137
Section 6.10	Additional Security; Further Assurances; Real Property Matters; Etc..	138
Section 6.11	Maintenance of Ratings	143
Section 6.12	Use of Proceeds	143
Section 6.13	Unrestricted Subsidiaries	144
Section 6.14	United Kingdom People with Significant Control Regime	144
Section 6.15	Post-Closing Obligations	144

ARTICLE VII.

NEGATIVE COVENANTS


Section 7.01	Changes in Business	145
Section 7.02	Consolidation, Merger, Acquisitions, Asset Sales, etc.	145
Section 7.03	Liens	147
Section 7.04	Indebtedness	148
Section 7.05	Investments and Guaranty Obligations	151
Section 7.06	Restricted Payments	153
Section 7.07	Financial Covenant	154
Section 7.08	Limitation on Certain Restrictive Agreements	156
Section 7.09	Transactions with Affiliates	157
Section 7.10	Modification of Certain Agreements	157
Section 7.11	Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws	157
Section 7.12	Fiscal Year	158
Section 7.13	2020 EMEA Term Loan Covenant	158
Section 7.14	Additional Covenants	159
Section 7.15	Amendment No. 4 Covenants	160

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Page

ARTICLE VIII.

EVENTS OF DEFAULT


Section 8.01	Events of Default	160
Section 8.02	Remedies	162
Section 8.03	Application of Certain Payments and Proceeds	163

ARTICLE IX.

THE ADMINISTRATIVE AGENT


Section 9.01	Appointment	165
Section 9.02	Delegation of Duties	169
Section 9.03	Exculpatory Provisions	169
Section 9.04	Reliance by Administrative Agent	170
Section 9.05	Notice of Default	170
Section 9.06	Non-Reliance	170
Section 9.07	No Reliance on Administrative Agent’s Customer Identification Program	171
Section 9.08	USA Patriot Act	171
Section 9.09	Indemnification	171
Section 9.10	The Administrative Agent in Individual Capacity	172
Section 9.11	Successor Administrative Agent	172
Section 9.12	Other Agents	173
Section 9.13	UK Security Documents, Irish Security Documents and Northern Irish Security Documents	173
Section 9.14	Agency for Perfection	174
Section 9.15	Proof of Claim	174
Section 9.16	Posting of Approved Electronic Communications.	175
Section 9.17	Credit Bidding	176
Section 9.18	Intercreditor Agreements	176
Section 9.19	Certain ERISA Matters	177
Section 9.20	Parallel Obligations	178

ARTICLE X.

GUARANTY


Section 10.01	Guaranty by the U.S. Borrower	179
Section 10.02	Reserved	179
Section 10.03	Guaranty Unconditional	179
Section 10.04	Borrower Obligations to Remain in Effect; Restoration	180
Section 10.05	Waiver of Acceptance, etc.	180
Section 10.06	Subrogation	180
Section 10.07	Effect of Stay	181
Section 10.08	Keepwell	181

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Page

ARTICLE XI.

MISCELLANEOUS.


Section 11.01	Payment of Expenses, etc.	181
Section 11.02	Indemnification	182
Section 11.03	Right of Setoff	183
Section 11.04	Equalization	183
Section 11.05	Notices	184
Section 11.06	Successors and Assigns.	185
Section 11.07	No Waiver; Remedies Cumulative	189
Section 11.08	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial; Service of Process	189
Section 11.09	Counterparts	190
Section 11.10	Integration	190
Section 11.11	Headings Descriptive	191
Section 11.12	Amendment or Waiver; Acceleration by Required Lenders	191
Section 11.13	Survival of Indemnities	195
Section 11.14	Domicile of Loans	195
Section 11.15	Confidentiality	195
Section 11.16	Limitations on Liability of the LC Issuers	196
Section 11.17	General Limitation of Liability	196
Section 11.18	No Duty	196
Section 11.19	Lenders and Agent Not Fiduciary to Borrowers, etc.	197
Section 11.20	Survival of Representations and Warranties	197
Section 11.21	Severability	197
Section 11.22	Directed Divestment	197
Section 11.23	Interest Rate Limitation	197
Section 11.24	USA Patriot Act	197
Section 11.25	Advertising and Publicity	197
Section 11.26	Release of Guarantees and Liens	198
Section 11.27	Payments Set Aside	198
Section 11.28	Swedish Security	198
Section 11.29	Spanish Security	199
Section 11.30	Hedging Liability	199
Section 11.31	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	199
Section 11.32	Dutch Legal Matters..	200
Section 11.33	Priming Facility Intercreditor Agreement Acknowledgment.	200

-vi-

SCHEDULES

Schedule 1 Lenders and Commitments

Schedule 1.01(a) Agreed Security Principles

Schedule 1.01(b) Existing Letters of Credit

Schedule 1.01(c) Mortgaged Real Property

Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries

Schedule 1.01(e) Subsidiary Guarantors

Schedule 1.01(f) Landing Site

Schedule 1.01(g) Holding Company Merger

Schedule 5.10 Tax Returns and Payments

Schedule 5.11 Real Property

Schedule 5.15 Intellectual Property

Schedule 5.22 Capitalization / Equity Interests

Schedule 5.25(a)(i) U.S. Communications Licenses

Schedule 5.25(a)(iii) Material Compliance Exceptions

Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements

Schedule 5.25(b)(i) Non-U.S. Communications Licenses

Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws

Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc.

Schedule 6.15 Post-Closing Obligations

Schedule 7.03 Permitted Liens / Liens in Existence

Schedule 7.03(h) Key Customers

Schedule 7.04 Permitted Indebtedness

Schedule 7.04(q) Reimbursement Obligations

Schedule 7.05 Permitted Investments

Schedule 7.08 Limitations on Restrictive Agreements

EXHIBITS

Exhibit A-1 Form of Revolving Facility Note

Exhibit A-2 Form of U.S. Term Note

Exhibit A-3 Form of EMEA Term Note

Exhibit B-1 Form of Notice of Borrowing

Exhibit B-2 Form of Notice of Continuation or Conversion

Exhibit B-3 Form of LC Request

Exhibit C [Intentionally Omitted]

Exhibit D Form of Solvency Certificate

Exhibit E Form of Compliance Certificate

Exhibit F [Intentionally Omitted]

Exhibit G Form of Assignment Agreement

Exhibit H [Intentionally Omitted]

Exhibit I Form of Intercompany Subordination Agreement

-vii-

Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)

Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)

Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)

Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)

-viii-

This CREDIT AGREEMENT is entered into as of May 31, 2018 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).

PRELIMINARY STATEMENTS

(1) Pursuant to the share purchase agreement, dated as of February 23, 2018 (the “Target Acquisition Agreement”), by and among GTT Holdings Limited, a private limited company registered in England and Wales as the purchaser (as successor by assignment to GTT Americas, LLC, the “Purchaser”), the U.S. Borrower, as a guarantor, Emasan AG (“Emasan”), Turbo Holdings Lux II Sarl (“Turbo” and, together with Emasan, the “Sellers”) and Interoute Communications Holdings S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg (the “Target”), the U.S. Borrower will, simultaneously with the making of the initial Loans hereunder, indirectly acquire all of the outstanding Equity Interests of the Target (the “Target Acquisition”).

(2) The U.S. Borrower has requested that the Lenders and each LC Issuer extend credit to the U.S. Borrower to (a) finance the Target Acquisition, (b) repay and refinance the U.S. Borrower’s obligations under the Borrower Existing Credit Agreement and (c) provide working capital and funds for other general corporate purposes and other purposes permitted hereunder, including fees and expenses incurred in connection with the Transactions, in the form of (x) Closing Date U.S. Term Loans denominated in Dollars in the aggregate principal amount $1,770,000,000 and (y) Revolving Loans denominated in Approved Currencies in an aggregate principal amount not to exceed $200,000,000, which Revolving Commitment has been reduced to $85,718,058.65.

(3) The EMEA Borrower has requested that the Lenders extend credit to the EMEA Borrower (x) on the Closing Date, in order to (a) finance the Target Acquisition, (b) repay and refinance the Target’s obligations under the Target Existing Credit Agreements and (c) provide working capital and funds for other general corporate purposes and other purposes permitted hereunder, including fees and expenses incurred in connection with the Transactions, in the form of Closing Date EMEA Term Loans denominated in Euros in the aggregate principal amount of €750,000,000 and (y) on the Amendment No. 2 Effective Date, in order to provide working capital and funds for other general corporate purposes and other purposes permitted hereunder, including fees and expenses incurred in connection therewith, in the form of 2020 EMEA Term Loans denominated in Dollars in the aggregate principal amount of $140,000,000.

(4) Subject to and upon the terms and conditions set forth herein, the Lenders and each LC Issuer are willing to extend credit and make available to the Borrowers the credit facilities provided for herein for the foregoing purposes.

AGREEMENT

In consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITION AND TERMS

Section 1.01 Certain Defined Terms. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires:

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“2020 EMEA Prepayment Event” means, at any time following the Amendment No. 2 Effective Date, a prepayment of all or any portion of the 2020 EMEA Term Loans, whether such prepayment is voluntary, mandatory or as a result of an acceleration of the obligations hereunder; provided, that prepayments of the 2020 EMEA Term Loans pursuant to, and in accordance with, Section 2.13(b)(v) or Section 2.13(c)(iv) shall not constitute “2020 EMEA Prepayment Events.”

“2020 EMEA Term Commitment” means, with respect to each Lender, the amount, if any, set forth opposite such Lender’s name in Schedule 1 to Amendment No. 2 on the Amendment No. 2 Effective Date or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06.

“2020 EMEA Term Covenant Event of Default” has the meaning provided in Section 8.01(c).

“2020 EMEA Term Covenant Period” means the period (a) beginning on the Amendment No. 2 Effective Date and (b) ending on the first date on which (i) all Revolving Loans shall have been paid in full, (ii) all Revolving Commitments shall have been terminated or reduced to zero, (iii)(x) all Letters of Credit shall have been terminated or expired or (y) all LC Outstandings shall have been Cash Collateralized and (iv) the 2020 EMEA Term Loans have been paid in full.

“2020 EMEA Term Loan” has the meaning provided in Section 2.03(b).

“2020 EMEA Term Loan Maturity Date” means May 31, 2025.

“2020 EMEA Term Lender” means a Lender with a 2020 EMEA Term Commitment or an outstanding 2020 EMEA Term Loan.

“2024 Notes” means the U.S. Borrower’s 7.875% senior notes due 2024 in an aggregate principal amount, as of the Closing Date, of $575,000,000.


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“2024 Notes Indenture” means the Indenture, dated as of December 22, 2016, among the U.S. Borrower (as successor to GTT Escrow Corporation), the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, governing the 2024 Notes.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (i) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (ii) the acquisition or ownership of in excess of 50% of the Equity Interests of any Person, or (iii) the acquisition of another Person by a merger, consolidation, amalgamation or any other combination with such Person.

“Additional 2020 Seniority Conditions” has the meaning provided in the CAM Amendment.

“Ad Hoc 2020 EMEA Group Advisors” means Paul, Weiss, Rifkind, Wharton & Garrison LLP.

“Ad Hoc Lender Group Advisors” means Milbank LLP and Houlihan Lokey Capital, Inc.

“Ad Hoc Noteholder Group Advisors” means Latham & Watkins LLP and Centerview Partners LLC.

“Additional Credit Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent in consultation with the U.S. Borrower, be in the form of an amendment and restatement of this Agreement) providing for any Incremental Term Loans pursuant to Section 2.17, Incremental Revolving Credit Commitments pursuant to Section 2.17, Extended Revolving Commitments pursuant to Section 2.18, Extended Term Loans pursuant to Section 2.19, Refinancing Term Loans pursuant to Section 2.20 and/or Replacement Revolving Commitments pursuant to Section 2.21, which shall be consistent with the applicable provisions of this Agreement and otherwise reasonably satisfactory to the parties thereto; provided that no such amendment shall effect any amendment that would require the consent of each affected Lender or all Lenders pursuant to the proviso to Section 11.12(a) unless such consents have been obtained.

“Additional Security Documents” has the meaning provided in Section 6.10(a).

“Adjusted Eurocurrency Rate” means with respect to each Interest Period for a Eurocurrency Loan, the greatest of (A) (i) (x) with respect to any Eurocurrency Loan denominated in Euros, the EURIBO Rate and (y) with respect to any Eurocurrency Loan denominated in an Approved Currency other than Euros, the rate per annum equal to the offered rate appearing on Bloomberg Screen US0003M Index Page (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as selecteddetermined by the Administrative Agent from time to time) that displays an average ICE Benchmark Administration (or any successor thereto) Interest Settlement Rate in accordance with its usual procedures (which determination shall be conclusive absent manifest error) at approximately 11:00 A.M. (London time) two (2) Business Days prior to the commencement of such Interest Period, as provided by Bloomberg’s or Reuters (or any similar company or service that provides rate quotations comparable to those currently provided by such companies) as the rate in the London interbank market for


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deposits in the applicable Approved Currency with a maturity comparable to such Interest Period, divided (and rounded to the nearest 1/100th of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves and without benefit of credits for proration, exceptions or offsets that may be available from time to time) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided, however, that if the rate referred to in clause (i) above is not available at any such time for any reason, then the rate referred to in clause (i) shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the average (rounded to the nearest 1/100th of 1%) of the rates per annum at which deposits in the applicable Approved Currency in an amount equal to the amount of such Eurocurrency Loan are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time), two (2) Business Days prior to the commencement of such Interest Period, for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period and (B) 0.00% per annum.

“Administrative Agent” has the meaning provided in the first paragraph of this Agreement and includes any successor to the Administrative Agent appointed pursuant to Section 9.11.

“Administrative Agent Advisors” means Jones Day and Huron Consulting Group.

“Aggregate Credit Facility Exposure” means, at any time, the sum of (i) the Aggregate Revolving Facility Exposure at such time and (ii) the aggregate principal amount of the Term Loans outstanding at such time.

“Aggregate Foreign Currency Exposure” means, at any time, the portion of the Aggregate Revolving Facility Exposure comprised of Revolving Loans and LC Outstandings denominated in an Approved Foreign Currency.

“Aggregate Revolving Facility Exposure” means, at any time, the sum of (i) the aggregate principal amount of all Revolving Loans made by all Lenders and outstanding at such time and (ii) the aggregate amount of the LC Outstandings at such time.

“Agreed Customer Lien Subordination Agreement” means a lien subordination agreement entered into by the Administrative Agent and any customer of the U.S. Borrower or any Subsidiary from time to


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time which agreement shall be in form and substance reasonably acceptable to the Administrative Agent (it being agreed that the Hibernia Atlantic Lien Subordination Agreement, dated as of June 14, 2017, among Keybank National Association, as administrative agent, the Credit Parties thereto and Microsoft is in form and substance satisfactory to the Administrative Agent).

“Agreed Customer NDA” means a non-disturbance and attornment agreement entered into by the Administrative Agent and any customer of the U.S. Borrower or any Subsidiary from time to time which agreement shall be in form and substance reasonably acceptable to the Administrative Agent (it being agreed that the Hibernia Atlantic Cable System Non-Disturbance and Attornment Agreement, dated as of June 14, 2017, between Keybank National Association, as administrative agent and Microsoft is in form and substance satisfactory to the Administrative Agent).

“Agreed Security Principles” means the principles set forth on Schedule 1.01(a).

“Agreement” means this Credit Agreement, including any exhibits or schedules, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified.

“Amendment No. 1” means that certain Amendment No. 1 to Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrowers and the Administrative Agent.

“Amendment No. 1 Effective Date” means August 8, 2019.

“Amendment No. 2” means that certain Amendment No. 2 to Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Credit Parties, the 2020 EMEA Term Lenders and the Administrative Agent.

“Amendment No. 2 Effective Date” means February 28, 2020.

“Amendment No. 3 Effective Date” means August 10, 2020.

“Amendment No. 4 Effective Date” means December 28, 2020.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the U.S. Borrower or any Subsidiary from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Law” means the USA Patriot Act or any other domestic or foreign law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended from time to time.

“Applicable Borrower” means (a) with respect to EMEA Facility Obligations, the EMEA Borrower, and (b) with respect to the Loans that are U.S. Obligations, Letters of Credit and Revolving Commitments, the U.S. Borrower.

“Applicable Lending Office” means, with respect to each Lender, the office designated by such Lender to the Administrative Agent as such Lender’s lending office for all purposes under this


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Agreement. A Lender may have a different Applicable Lending Office for Base Rate Loans and Eurocurrency Loans.

“Applicable Margin” means the Applicable Term Loan Margin or the Applicable Revolving Loan Margin.

“Applicable Prepayment Portion” means, with respect to

(i) any prepayment required by Section 2.13(c)(iv) to be made by the EMEA Borrower, the aggregate amount of Excess Cash Flow that is attributable to the Non-U.S. Prepayment Group;

(ii) any prepayment required by Section 2.13(c)(iv) to be made by the U.S. Borrower, the aggregate amount of Excess Cash Flow that is attributable to the U.S. Prepayment Group;

(iii) any prepayment required by Section 2.13(c)(v) to be made by the EMEA Borrower, the aggregate amount of Excess Asset Sale Proceeds that are attributable to the sale or disposition of assets that were owned by the Non-U.S. Prepayment Group;

(iv) any prepayment required by Section 2.13(c)(v) to be made by the U.S. Borrower, the aggregate amount of Excess Asset Sale Proceeds that are attributable to the sale or disposition of assets that were owned by the U.S. Prepayment Group;

(v) any prepayment required by Section 2.13(c)(vii) to be made by the EMEA Borrower, the aggregate amount of Excess Event of Loss Proceeds that are attributable to the Event of Loss with respect to assets owned by the Non-U.S. Prepayment Group; and

(vi) any prepayment required by Section 2.13(c)(vii) to be made by the U.S. Borrower, the aggregate amount of Excess Event of Loss Proceeds that are attributable to the Event of Loss with respect to assets owned by the U.S. Prepayment Group.

“Applicable Revolving Loan Margin” means (i) 175 basis points for Revolving Loans that are Base Rate Loans, (ii) 275 basis points for Revolving Loans that are Eurocurrency Loans denominated in an Approved Currency other than Euros and (iii) 325 basis points for Revolving Loans that are Eurocurrency Loans denominated in Euros.

“Applicable Term Loan Margin” means (a) with respect to Closing Date Term Loans, (i) 175 basis points for Closing Date U.S. Term Loans that are Base Rate Loans, (ii) 275 basis points for Closing Date U.S. Term Loans that are Eurocurrency Loans and (iii) 325 basis points for Closing Date EMEA Term Loans, (b) with respect to 2020 EMEA Term Loans, (x) on and after the Amendment No. 2 Effective Date and prior to the two-year anniversary of the Amendment No. 2 Effective Date, (i) 325 basis points for 2020 EMEA Term Loans that are Base Rate Loans and (ii) 425 basis points for 2020 EMEA Term Loans that are Eurocurrency Loans, and (y) on and after the two-year anniversary of the


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Amendment No. 2 Effective Date, (i) 375 basis points for 2020 EMEA Term Loans that are Base Rate Loans and (ii) 475 basis points for 2020 EMEA Term Loans that are Eurocurrency Loans, and (c) with respect to any other Class of Term Loans, the rate or rates specified in the applicable Additional Credit Extension Amendment.

“Approved Bank” has the meaning provided in subpart (ii) of the definition of “Cash Equivalents”.

“Approved Budget” shall mean, for all purposes under this Agreement, the Approved Budget (as defined under the Priming Facility Credit Agreement) as in effect as of the Infrastructure Disposition Prepayment Date until superseded by an Updated Budget in accordance with, and to the extent permitted by, Section 6.01(d).

“Approved Currency” means each of Dollars, Euros, Sterling and any other currency that is approved in accordance with Section 1.05.

“Approved Foreign Currency” means any Approved Currency other than Dollars.

“Approved Foreign Currency Sublimit” means an amount equal to $20,000,000. The Approved Foreign Currency Sublimit is a part of, and not in addition to, the Total Revolving Commitment.

“Asset Sale” means, with respect to any Person, the sale, lease, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, amalgamations and liquidations of a corporation, partnership or limited liability company of the interests therein of such Person) by such Person to any other Person of any of such Person’s assets; provided that the term Asset Sale specifically excludes the actual or constructive total loss of any property or the use thereof resulting from any Event of Loss.

“Assignment Agreement” means an Assignment Agreement substantially in the form of Exhibit G hereto.


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“Available Amount” means, as of any date of determination, the sum of (i) an amount equal to the greater of (x) $125,000,000 and (y) an amount equal to 25% of Pro Forma EBITDA for the most recently ended Testing Period at the date of determination, plus, (ii) the following determined on a cumulative basis, without duplication:

(a) an amount, not less than zero in the aggregate, equal to the aggregate cumulative sum of Excess Cash Flow not required to prepay the Loans pursuant to Section 2.13(c)(iv) for each fiscal year of the U.S. Borrower commencing with the fiscal year ending December 31, 2018, including any Retained Declined Proceeds, plus

(b) the cumulative amount of all cash contributions to the common capital of the U.S. Borrower after the Closing Date or the amount of Net Cash Proceeds actually received by the U.S. Borrower after the Closing Date from the issuance of any Equity Interests other than Disqualified Equity Interests, plus

(c) an amount equal to any returns (including dividends, interest, distributions, returns of principal and profits on sale) actually received by the U.S. Borrower or any of the Restricted Subsidiaries in cash in respect of any Investments made after the Closing Date pursuant to Section 7.05(o), plus

(d) the aggregate net cash proceeds received by the U.S. Borrower in the form of cash or Cash Equivalents dividends and distributions made by any Unrestricted Subsidiary or any joint venture and returns of principal, cash repayments, interest and similar payments made by any Unrestricted Subsidiary or joint venture in respect of Investments made by the U.S. Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary or joint venture made in reliance on the Available Amount, and the net cash proceeds in connection with the sale, transfer or other disposition of assets or Investments consisting of Equity Interests of any Unrestricted Subsidiary or joint venture to any Person other than U.S. Borrower or a Restricted Subsidiary after the Closing Date to the extent such Investment was made in reliance on the Available Amount and, in each case, not to exceed the fair market value of the original Investment, plus

(e) in the event that the U.S. Borrower redesignates any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date (which, for purposes hereof, shall be deemed to also include (A) the merger, consolidation, liquidation or similar amalgamation of any Unrestricted Subsidiary into any Borrower or any Restricted Subsidiary, so long as such Borrower or such Restricted Subsidiary is the surviving Person, and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to any Borrower or any Restricted Subsidiary), the fair market value (as determined in good faith by the U.S. Borrower) of the Investment in such Unrestricted Subsidiary at the time of such redesignation, plus

(f) the fair market value of all Equity Interests (other than Disqualified Equity Interests) of the U.S. Borrower issued upon conversion or exchange of Indebtedness or Disqualified Equity Interests of the U.S. Borrower or any of its Restricted Subsidiaries incurred


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or issued after the Closing Date (other than Indebtedness owed to or Disqualified Equity Interests held by the U.S. Borrower or any of its Restricted Subsidiaries), minus

(g) the sum of (i) the aggregate amount of Investments made after the Closing Date pursuant to Section 7.05(o) and (ii) the aggregate amount of Restricted Payments made after the Closing Date pursuant to Section 7.06(h).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Banking Services Obligations” means all obligations of the Credit Parties, whether absolute or contingent, and howsoever and whensoever created, arising, evidenced or acquired pursuant to Cash Management Agreements with any Cash Management Bank.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended.

“Base Rate” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the greatest of: (i) the rate of interest established by the Administrative Agent, from time to time, as its “prime rate,” whether or not publicly announced, which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; (ii) the Federal Funds Effective Rate in effect from time to time, determined one (1) Business Day in arrears, plus 1/2 of 1% per annum; and (iii) the Adjusted Eurocurrency Rate for Loans denominated in Dollars with a one-month Interest Period on such day plus 1.00%; provided, that the Base Rate shall not be less than 1.00%.

“Base Rate Loan” means any Loan denominated in Dollars bearing interest at a rate based upon the Base Rate in effect from time to time.

“Belgian Tax Obligations” has the meaning assigned thereto in the Approved Budget then in-effect.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning provided in the first paragraph of this Agreement.


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“Borrower Existing Credit Agreement” means the Credit Agreement, dated as of January 9, 2017 (as amended from time to time prior to the date hereof), among the U.S. Borrower, as borrower, the lenders party thereto and KeyBank National Association, as the administrative agent, and the other Loan Documents (as defined therein) related thereto.

“Borrowing” means a Revolving Borrowing or a Term Borrowing.

“Business Day” means (i) any day other than Saturday, Sunday or any other day on which commercial banks in Cleveland, Ohio, New York, New York or London, England (or, with respect any action taken by or with respect to any LC Issuer, any jurisdiction where such LC Issuer’s lending office is located) are authorized or required by law to close, or are in fact closed, (ii) with respect to any matters relating to Eurocurrency Loans, any day on which dealings in the applicable Approved Currency are carried on in the London interbank market and (iii) with respect to any Eurocurrency Loans made in Euros, any day described in clause (i) above that is also a TARGET Day.

“Buyer Loan Parties” has the meaning provided in Section 6.10(e).

“CALEA” means the United States Communications Assistance for Law Enforcement Act, codified at 47 U.S.C. § 1001, et seq.

“Calculation Date” means (a) the 15th day of each calendar month and (b) solely with respect to any Loans made or Letters of Credit issued in an Approved Foreign Currency, the second Business Day immediately preceding the date on which such Borrowing or LC Issuance, as applicable, is to be made.

“CAM Agreement” means that certain Collection Allocation Mechanism Agreement, dated as of May 31, 2018, by and among the Consenting Lenders, the Administrative Agent and such other parties party thereto from time to time (as amended, restated, supplemented, amended and restated and otherwise modified from time to time, including as amended as of the Agreement Effective Date as defined under the Fifth Lender Forbearance Agreement).

“CAM Amendment” means that certain Amendment to Collection Allocation Mechanism Agreement, dated as of the Amendment No. 4 Effective Date, by and among the Lenders party thereto and the Administrative Agent.

“CAM Exchange” has the meaning assigned to such term in the CAM Agreement.

“CAM Exchange Date” has the meaning assigned to such term in the CAM Agreement.


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“Canadian Contribution Regime Requirements” means the Canadian Contribution Regime contribution and reporting requirements imposed by the CRTC on telecommunications service providers.

“Canadian Pension Plan” means any “registered pension plan” as defined under section 248(1) of the Income Tax Act (Canada) that is maintained, sponsored or contributed to by the U.S. Borrower or any Subsidiary of the U.S. Borrower with respect to its employees.

“Capital Expenditures” means, without duplication, (a) any expenditure or irrevocable commitment to expend money for any purchase or other acquisition of any asset including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of the U.S. Borrower and its Subsidiaries prepared in accordance with GAAP, and (b) Capitalized Lease Obligations and Synthetic Lease Obligations, but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.13(c)(vii), (ii) the purchase price of equipment that is purchased substantially contemporaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time and (iii) Permitted Acquisitions.


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“Cash Collateralize” means, (i) to deposit into a cash collateral account maintained with (or on behalf of) the Administrative Agent, and under the sole dominion and control of the Administrative Agent, or (ii) to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuers or Lenders, as collateral for LC Outstandings or obligations of Lenders to fund participations in respect of LC Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable LC Issuer shall agree in their sole discretion, other credit support; in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable LC Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Dividend” means a Capital Distribution by a Person payable in cash to the holders of Equity Interests of such Person with respect to any class or series of Equity Interest of such Person.

“Cash Equivalents” means any of the following:

(i) securities issued or directly and fully guaranteed or insured by the United States or Canadian governments, a Permissible Jurisdiction, Switzerland or Norway or, in each case, or any agency or instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof) having maturities of not more than one year from the date of acquisition;


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(iv) fully collateralized repurchase agreements entered into with any Lender or Approved Bank having a term of not more than 30 days and covering securities described in clause (i) above;

(v) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

(vi) investments in money market funds access to which is provided as part of “sweep” accounts maintained with a Lender or an Approved Bank;

(viii) investments in pooled funds or investment accounts consisting of investments of the nature described in the foregoing clause (vii);

(ix) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, any province of Canada, any Permissible Jurisdiction, Switzerland or Norway, or by any political subdivision (including any municipality) or taxing authority thereof, rated at least “A1” (or “Prime-1” or MIG-1 or other then equivalent grade) by Moody’s. or at least “A” (or A-l, SP1 or other then equivalent grade) by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and having maturities of not more than two years from the date of acquisition; and

(x) with respect to any Non-U.S. Subsidiary of the U.S. Borrower that are not organized in the United States, Canada, a Permissible Jurisdiction, Switzerland or Norway, the approximate equivalent of any of clauses (i) through (ix) above in the country in which such Non-U.S. Subsidiary is organized or maintains deposit accounts.

“Cash Management Agreement” means any agreement to provide to the Borrower or any Restricted Subsidiary commercial credit cards, stored value cards, or treasury management services (including controlled disbursement automated clearinghouse transactions, return items, overdrafts, netting and interstate depository network services).

“Cash Management Bank” means the Administrative Agent, a Lead Arranger, a Lender or an Affiliate of the Administrative Agent, a Lead Arranger or a Lender (or a Person that was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Cash Management Agreement) that has entered into a Cash Management Agreement with the U.S. Borrower or any of its Restricted Subsidiaries.

“Cash Proceeds” means, with respect to (i) any Asset Sale, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in


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connection with such Asset Sale, other than the portion of such deferred payment constituting interest, but only as and when so received) received by the U.S. Borrower or any Subsidiary from such Asset Sale, (ii) any Event of Loss, the aggregate cash payments, including all insurance proceeds and proceeds of any award for condemnation or taking, received in connection with such Event of Loss and (iii) the issuance or incurrence of any Indebtedness, the aggregate cash proceeds received by the U.S. Borrower or any Subsidiary in connection with the issuance or incurrence of such Indebtedness.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.

“CFC” means Subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Code.

“CFC Holdco” means any Subsidiary with no material operations and no material assets other than capital stock of and/or indebtedness incurred by one or more CFCs or other CFC Holdcos.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means:

(i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the 1934 Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of forty percent (40%) or more of the Equity Interests of the U.S. Borrower entitled to vote for members of the board of directors or equivalent governing body of the U.S. Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(ii) the occurrence of a change in control, or other similar provisions, under or with respect to any Material Indebtedness incurred pursuant to Sections 7.04(i) and (l).


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Notwithstanding the foregoing, any Holding Company Merger permitted under Section 7.02(a)(ii) shall not constitute a Change of Control. For purposes of this definition, (1) no Change of Control shall be deemed to have occurred solely as a result of a transfer of assets among any Borrower and the Restricted Subsidiaries and (2) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Charged Company” has the meaning provided in Section 6.10(e).

“Charges” has the meaning provided in Section 11.23.

“CIP Regulations” has the meaning provided in Section 9.07.

“Claims” has the meaning set forth in the definition of “Environmental Claims.”

“Class,” when used in reference to (i) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans made pursuant to a Revolving Commitment, Extended Revolving Commitment or Replacement Revolving Commitment, Closing Date EMEA Term Loans, 2020 EMEA Term Loans, Closing Date U.S. Term Loans, Other Term Loans, Refinancing Term Loans or Extended Term Loans; (ii) any Commitment, refers to whether such Commitment is a Revolving Commitment, Closing Date EMEA Term Commitment, 2020 EMEA Term Commitment, Closing Date U.S. Term Commitment, Incremental Term Loan Commitment, Incremental Revolving Credit Commitment, Extended Revolving Commitment or Replacement Revolving Commitment; or (iii) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class; provided that notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the borrowing, prepayment and repayment of Revolving Loans shall be made on a pro rata basis across all Classes of Revolving Loans (except to the extent that any applicable Additional Credit Extension Amendment pursuant to Section 2.18 or 2.21 provides that the Class of Revolving Loans established thereunder shall be entitled to less than pro rata prepayments or repayments), and any termination of Revolving Commitments shall be made on a pro rata basis across all Classes of Revolving Commitments (except (i) to the extent that any applicable Additional Credit Extension Amendment pursuant to Section 2.18 or 2.21 provides that the Class of Revolving Commitments established thereunder shall be entitled to less than pro rata treatment and (ii) in respect of the Revolving Facility Termination Date of any Class of Revolving Commitments). Commitments or Loans that have different maturity dates, pricing (other than upfront fees and other fees of the type excluded from the determination of “all-in yield”) or other terms shall be designated separate Classes.

“Closing Date” means May 31, 2018.

“Closing Date EMEA Term Commitment” means, with respect to each Lender, the amount, if any, set forth opposite such Lender’s name in Schedule 1 hereto as its “Closing Date EMEA Term Commitment” on the Closing Date or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06.


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“Closing Date EMEA Term Loan” has the meaning provided in Section 2.03(b).

“Closing Date EMEA Term Lender” means a Lender with a Closing Date EMEA Term Commitment or an outstanding Closing Date EMEA Term Loan.

“Closing Date Non-U.S. Subsidiary Guarantors” means the Non-U.S. Subsidiary Guarantors as of the Closing Date.

“Closing Date Non-U.S. Subsidiary Guaranty” has the meaning provided in the definition of “Non-U.S. Subsidiary Guaranty.”

“Closing Date Subsidiary Guarantors” means Closing Date Non-U.S. Subsidiary Guarantors and Closing Date U.S. Subsidiary Guarantors.

“Closing Date U.S. Subsidiary Guarantors” means the U.S. Borrower Guarantors as of the Closing Date.

“Closing Date U.S. Subsidiary Guaranty” has the meaning provided in the definition of “U.S. Subsidiary Guaranty.”

“Closing Date Undelivered Stock Certificates” has the meaning provided in Section 4.01(ix).

“Closing Date U.S. Term Commitment” means, with respect to each Lender, the amount, if any, set forth opposite such Lender’s name in Schedule 1 hereto as its “Closing Date U.S. Term Commitment” on the Closing Date or in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06.

“Closing Date Term Loans” means, collectively, the Closing Date EMEA Term Loans and the Closing Date U.S. Term Loans.

“Closing Date U.S. Term Lender” means a Lender with a Closing Date U.S. Term Commitment or an outstanding Closing Date U.S. Term Loan.

“Closing Date U.S. Term Loan” has the meaning provided in Section 2.03(a).

“Collateral” means the U.S. Collateral and the EMEA Facility Collateral.

“Collateral Assignments” has the meaning specified in the definition of “U.S. Security Agreement”.


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“Collateral Coverage Requirement” has the meaning specified in Section 6.10(g).

“Commercial Letter of Credit” means any letter of credit or similar instrument issued for the purpose of providing the primary payment mechanism in connection with the purchase of materials, goods or services in the ordinary course of business.

“Commitment” means, with respect to each Lender, its Revolving Commitment, U.S. Term Commitment, Closing Date EMEA Term Commitment, 2020 EMEA Term Commitment, Incremental Term Loan Commitment, Incremental Revolving Credit Commitment, Extended Revolving Commitment, Replacement Revolving Commitment, commitment in respect of Extended Term Loans or commitment in respect of Refinancing Term Loans, if any, or, in the case of such Lender, all of such Commitments.

“Commitment Fees” has the meaning provided in Section 2.11(a).

“Commodities Hedge Agreement” means a commodities contract purchased by the U.S. Borrower or any of its Subsidiaries in the ordinary course of business, and not for speculative purposes, with respect to raw materials necessary to the manufacturing or production of goods in connection with the business of the U.S. Borrower and its Subsidiaries.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning provided in Section 9.16(a).

“Competitor” means any competitor of the U.S. Borrower or its Subsidiaries that directly or indirectly is engaged in the same or similar line of business as the U.S. Borrower or its Subsidiaries.

“Compliance Certificate” has the meaning provided in Section 6.01(c).

“Confidential Information” has the meaning provided in Section 11.15(b).

“Consolidated Current Assets” means, as at any date of determination, the total assets of the U.S. Borrower and its Restricted Subsidiaries which may properly be classified as current assets (excluding deferred tax assets without duplication of amounts otherwise added in calculating Excess Cash Flow) on a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries in accordance with GAAP, excluding cash and Cash Equivalents; provided that Consolidated Current Assets shall be calculated without giving effect to the impact of purchase accounting.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities (excluding deferred Taxes and Taxes payable, in each case, without duplication of amounts otherwise deducted in calculating Excess Cash Flow) of the U.S. Borrower and its Restricted Subsidiaries which


			-17-

may properly be classified as current liabilities (other than the current portion of any Loans and other long term liabilities and accrued interest thereon) on a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries in accordance with GAAP; provided that Consolidated Current Liabilities shall be calculated without giving effect to the impact of purchase accounting.

“Consolidated Debt Service” means, as of any period, (a) scheduled or mandatory repayments, prepayments or redemptions of the principal of Indebtedness of the U.S. Borrower and its Restricted Subsidiaries (and, in the case of any revolving credit facility, so long as there is a permanent reduction in the commitment thereunder), plus (b) Consolidated Interest Charges, plus (c) all fees and expenses with respect to outstanding Indebtedness of the U.S. Borrower and its Restricted Subsidiaries, including of the type referred to in clause (ix) of the definition of “Consolidated EBITDA.”

“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period plus, without duplication, (a) the following to the extent deducted in calculating Consolidated Net Income:

(i) Consolidated Interest Charges;

(ii) Consolidated Income Tax Expense;

(iii) depreciation and amortization expense (including amortization of intangibles, goodwill, debt issue costs and amortization under FAS Rule 123);

(iv) other expenses reducing such Consolidated Net Income (other than the amortization of deferred costs) which do not represent a cash item in such period or any future period (in each case of or by the U.S. Borrower and its Restricted Subsidiaries for such Testing Period) (including non-cash costs and/or expenses incurred pursuant to any management equity plan, stock option plan or any other stock subscription or shareholder agreement and non-cash charges, losses and expenses relating to the impairment of goodwill);

(v) extraordinary, unusual or nonrecurring non-cash charges or non-cash expenses incurred during such Testing Period;

(vii) any effect of any purchase accounting adjustments in connection with the Target Acquisition or any Permitted Acquisition or any permitted Investment or permitted Asset Sale;


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(viii) any non-recurring fees and expenses (or any amortization thereof) (including fees of counsel) related to Permitted Acquisitions, Investments, debt issuances (including amendments and waivers in connection with any such debt issuances), equity issuances or Asset Sales, including in connection with the Target Acquisition;

(ix) any financial advisory fees, financing arrangement fees, accountant fees, legal fees, rating agency fees, transfer or mortgage recording taxes and other out-of-pocket expenses of U.S. Borrower or any of its Restricted Subsidiaries (including expenses of third parties paid or reimbursed by U.S. Borrower or any of its Restricted Subsidiaries) incurred directly in connection with the Loan Documents and the Credit Facility, any permitted debt issuance, the establishment of rate management transactions permitted under the Loan Documents, and any amendments to any of the foregoing, including any refinancing transaction or any amendment or other modification of any debt instruments, including amendment fees and consent fees;

(x) cash synergies, cost savings, operating expense reductions, other operating improvements, initiatives and other pro forma adjustments to actual historical Consolidated EBITDA in connection with the Transactions or any Specified Transaction, to the extent they are (a) consistent with Regulation S-X of the United States Securities and Exchange Commission, or (b) projected by a financial officer in good faith to be reasonably anticipated to be realizable within eighteen (18) months of the Transactions or such Specified Transaction; provided that such synergies, cost savings, reductions, improvements, initiatives and other pro forma adjustments (A) shall be directly attributable to the Transactions or such Specified Transaction, (B) shall be factually supportable and (C) shall be reasonably identifiable; and provided, further, that all such amounts under this clause (x)(b) (other than any such addbacks related to the Transactions and any Specified Transactions that are reflected in the Private Lender Presentation), together with any add-backs pursuant to clause (xi), shall not exceed 25% of Pro Forma EBITDA for such period prior to the adjustments for clauses (x)(b) and (xi) in the aggregate;

(xi) restructuring and similar cash charges and costs, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, recruiting costs, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), including any one time expense relating to enhanced accounting function or other transaction costs, provided that such amounts added back under this clause (xi), together with any add-backs pursuant to clause (x)(b) (other than any such add-backs related to the Transactions and any Specified Transactions that are reflected in the Private Lender Presentation), shall not exceed 25% of Pro Forma EBITDA for such period prior to the adjustments for clauses (x)(b) and (xi) in the aggregate;

(xii) charges, losses or expenses to the extent indemnified, insured, reimbursed or reimbursable or otherwise covered by a third party (to the extent expected to be received by the U.S. Borrower or any Restricted Subsidiary within 365 days);


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(xiii) currency translation losses (or any currency hedging losses) for such period; and

(xiv) any loss on early extinguishment of Indebtedness or Swap Obligations;

minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) all non-cash items increasing Consolidated Net Income other than amounts constituting amortization of deferred revenue (in each case of or by the U.S. Borrower and its Restricted Subsidiaries for such Testing Period), (ii) any deferred income tax benefits and (iii) any interest income.

Notwithstanding the foregoing, Consolidated EBITDA shall be deemed to be (i) $142,900,000 for the fiscal quarter ended June 30, 2017, (ii) $146,300,000 for the fiscal quarter ended September 30, 2017, (iii) $153,300,000 for the fiscal quarter ended December 31, 2017 and (iv) $147,700,000 for the fiscal quarter ended March 31, 2018.

“Consolidated Income Tax Expense” means, for any period, all provisions for federal, state, local and foreign income taxes of the U.S. Borrower or any of its Restricted Subsidiaries (including any additions to such taxes, and any penalties and interest with respect thereto, and including any franchise taxes to the extent based upon income).

“Consolidated Interest Charges” means, for any Testing Period, the sum of (a) all cash interest payments, in each case to the extent paid, or required to be paid, in cash and treated as interest in accordance with GAAP and (b) the portion of rent expense under Capital Leases that is treated as interest in accordance with GAAP, in each case, of or by the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period; provided that Consolidated Interest Charges shall not include any upfront fees in connection with any issuance of Indebtedness, any agent fees and any expenses in connection with any issuance or amendment of Indebtedness (whether or not consummated).

“Consolidated Net Income” means, at any date of determination, the net income (or loss) of the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Testing Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and losses for such Testing Period, (b) any net gain or loss arising from the sale of capital assets or discontinuation of operations, (c) any net gain or loss arising from any write-up or write-down of assets for such Testing Period, (d) non-cash gains or losses resulting from fluctuations in currency exchange rates and (e) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its Organizational Documents or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary.

“Consolidated Net Secured Leverage Ratio” means, as of any date, the ratio of (i) Consolidated Total Debt on such date that is secured by a lien on any assets of the US Borrower and its Restricted Subsidiaries, minus the aggregate amount of Qualified Cash as of such date to (ii) Pro Forma EBITDA for the most recently ended Testing Period.


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“Consolidated Net Working Capital” means, at any time, Consolidated Current Assets at such time minus (i) Consolidated Current Liabilities and (ii) the long-term portion of deferred revenue less long-term deferred costs associated with such deferred revenue at such time.

“Consolidated Total Debt” means the sum (without duplication) of all Indebtedness of the type described in clauses (i), (iv) (but only to the extent that any such letter of credit has been drawn and not been reimbursed within two (2) Business Days or Cash Collateralized), (vii), (ix) (to the extent funded) and (xii) of the definition thereof of the US Borrower and its Restricted Subsidiaries, all as determined on a consolidated basis in accordance with GAAP; provided that purchase-price adjustments and earn-outs in connection with any Permitted Acquisition or other permitted Investment shall not constitute Indebtedness for purposes of this definition.

“Continue,” “Continuation” and “Continued” each refers to a continuation of a Eurocurrency Loan for an additional Interest Period as provided in Section 2.10.

“Convert,” “Conversion” and “Converted” each refers to a conversion of Loans of one Type into Loans of another Type.

“Credit Event” means the making of any Borrowing, any Conversion or Continuation or any LC Issuance.

“Credit Facilities” mean the credit facilities established under this Agreement pursuant to which (i) (x) the Lenders shall make Revolving Loans to the U.S. Borrower, and shall participate in LC Issuances, under the Revolving Facility pursuant to the Revolving Commitment of each such Lender and (y) each LC Issuer shall issue Letters of Credit for the account of the LC Obligors in accordance with the terms of this Agreement (such credit facility in respect of clauses (x) and (y), the “Revolving Facility”), (ii) each Lender with a U.S. Term Commitment shall make a U.S. Term Loan to the U.S. Borrower pursuant to such U.S. Term Commitment of such Lender (such credit facility, the “U.S. Term Facility”) and (iii) each Lender with an EMEA Term Commitment shall make an EMEA Term Loan to the EMEA Borrower pursuant to such EMEA Term Commitment of such Lender (such credit facility, the “EMEA Term Facility”).


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“Credit Facility Exposure” means, for any Lender at any time, the sum of (i) such Lender’s Revolving Facility Exposure at such time and (ii) the outstanding aggregate principal amount of the Term Loan made by such Lender, if any.

“Credit Party” means each U.S. Credit Party and each EMEA Credit Party.

“CRTC” means the Canadian Radio-television and Telecommunications Commission.

“Debtor Relief Laws” means the Bankruptcy Code and any other federal, state, provincial, or foreign bankruptcy or insolvency law, each as now and hereinafter in effect, any successors to such statutes, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), judicial management, administration, examinership or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and any law permitting a debtor to obtain a stay or a compromise or arrangement of the claims of its creditors (including any applicable corporate law relating to arrangements, reorganizations or restructuring which permits a debtor to seek a compromise or arrangement of a corporation’s debts or a stay of proceedings to enforce any claims of such corporation’s creditors against it).

“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” means, for any day, (i) with respect to any Loan, a rate per annum equal to 2% per annum above the interest rate that is or would be applicable from time to time to such Loan pursuant to Section 2.09(a) or Section 2.09(b), as applicable and (ii) with respect to any other amount, a rate per annum equal to 2% per annum above the rate that would be applicable to Revolving Loans that are Base Rate Loans pursuant to Section 2.09(a).

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the U.S. Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any LC Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the U.S. Borrower, the Administrative Agent or any LC Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the U.S. Borrower, to confirm in writing to the Administrative Agent and the


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U.S. Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the U.S. Borrower), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under the Bankruptcy Code or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, in each case, which is still in effect or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to the U.S. Borrower, each LC Issuer and each Lender.

“Deferred Acquisition Obligations” has the meaning provided in Section 7.04(j).

“Deposit Account” has the meaning assigned to such term in Article 9 of the UCC.

“Designated Control Account” means the account of the U.S. Borrower held with the Administrative Agent, subject to a deposit account control agreement, and otherwise established in a manner reasonably satisfactory to the U.S. Borrower, the Administrative Agent and the Required Lenders in which the Infrastructure Sale Retained Proceeds shall be held until withdrawn or applied in accordance with this Agreement.

“Directed Divestment” means (i) putting, on one or more occasions, any or all of Target German Assets (including any equity of the Target German Entities) into trust or otherwise subject to the control and/or management by any Person independent of the U.S. Borrower and its Subsidiaries (any, a “Directed Divestment In Trust”)and (ii) any other transfers, conveyances, sales or other dispositions of any or all of the Target German Assets, in any case, at the direction (including any order, rule or similar action and, in connection with any Directed Divestment In Trust, any request) of the German Federal Ministry for Economic Affairs and Energy (Bundesministeriums für Wirtschaft und Energie) (“BMWi”) or other agency of the German Federal government under or in connection with the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV) (“AWV”) or other German Federal statute.


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“Disqualified Equity Interests” means any Equity Interest that (a) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than, subject to clause (d) below, a sale of such Person or Subsidiary, or a “change of control”), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Latest Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or other Indebtedness or (ii) any Equity Interest referred to in clause (a) above, in each case at any time on or prior to the date that is 91 days after the Latest Maturity Date, (c) requires Cash Dividend payments prior to the date that is 91 days after the Latest Maturity Date, or (d) provides the holders of such Equity Interests with any rights to receive any cash upon the occurrence of a change of control prior to the date on which the Obligations have been irrevocably paid in full, unless the rights to receive such cash are contingent on either (x) the Obligations being irrevocably paid in full or (y) the Required Lenders having consented to the change of control giving rise to the right to receive such payment.

“Disqualified Lender” means (i) any Person designated as a “Disqualified Lender” by the U.S. Borrower by written notice delivered to the Lead Arrangers prior to February 23, 2018, (ii) any Competitor (other than any Person that is a bona fide debt fund or investment fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business) that has been identified by name in writing to the Administrative Agent from time to time and (iii) any of such Persons’ Affiliates to the extent such Affiliates (x) are clearly identifiable as Affiliates based solely on the similarity of such Affiliates’ names or (y) are identified by name in writing by the U.S. Borrower to the Administrative Agent from time to time (other than, in the case of any Affiliate of a Person described in clause (ii), a bona fide debt fund or investment fund that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business); provided that the U.S. Borrower may supplement such lists with respect to clauses (ii) and (iii) from time to time after the Closing Date (with the consent of the Administrative Agent (such consent not to be unreasonably withheld)). Notwithstanding anything contained herein, (x) the Administrative Agent shall be permitted to provide the list of Disqualified Lenders and any supplements thereto to any Lender upon such Lender’s request in connection with the proposed assignment of any Loans or Commitments and/or sale of participations and (y) in no event shall any such supplement or update apply retroactively to disqualify any Persons that have previously acquired an assignment (or entered into a binding confirmation for the acquisition of an assignment) or participation interest in the Loans or Commitments that was otherwise permitted prior to such permitted supplement or update.

“Documentation Agents” means Citizens Bank, National Association and ING Capital LLC, as documentation agents.

“Dollar Amount” means at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount expressed in an Approved Foreign Currency, such amount converted to Dollars pursuant to Section 1.04(b) and Section 1.06.


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“Dollars,” “U.S. Dollars” and the sign “$” each means lawful money of the United States.

“Dutch Civil Code” means the Dutch Civil Code (Burgerlijk Wetboek).

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund, and (iv) any other Person (other than a natural Person) approved by (A) the Administrative Agent, (B) in the case of an assignment under the Revolving Facility, each LC Issuer, and (C) unless (x) with respect to the Revolving Facility, a Specified Event of Default has occurred and is continuing or (y) with respect to the Term Loans, an Event of Default has occurred and is continuing, the U.S. Borrower (each such approval not to be unreasonably withheld or delayed (and, other than with respect to any prospective assignment or transfer to a Disqualified Lender, the U.S. Borrower shall be deemed to have consented if it fails to object to any assignment within five (5) Business Days after it received written notice thereof)); provided, however, no such approval of the Administrative Agent or the U.S. Borrower shall be required in connection with assignments to (x) with respect to the Term Loan facilities, any Lender under the Credit Facilities or any Affiliate thereof or (y) with respect to any Revolving Lender, any other Revolving Lender or any Affiliate of a Revolving Lender; and, provided, further, that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the U.S. Borrower or any of the U.S. Borrower’s Affiliates or Subsidiaries, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y) or (z) any Disqualified Lender, unless the U.S. Borrower has otherwise consented, provided, that (A) such consent of the U.S. Borrower shall not be required for assignments to a Disqualified Lender if a Specified Event of Default has occurred and is continuing and (B) no assignment shall be made to a Disqualified Lender that is a Competitor without the consent of the U.S. Borrower under any circumstances.

“Eligible Participant” means any financial institution; provided, however, that notwithstanding the foregoing, “Eligible Participant” shall not include (x) the U.S. Borrower or any of the U.S. Borrower’s Affiliates or Subsidiaries, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y), or (z) any Disqualified Lender, unless the U.S. Borrower has otherwise consented; provided, further, that


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(A) such consent of the U.S. Borrower shall not be required for sale of a participation to a Disqualified Lender if a Specified Event of Default has occurred and is continuing and (B) no sale of a participation shall be made to a Disqualified Lender that is a Competitor without the consent of the U.S. Borrower under any circumstances.

“EMEA Borrower” has the meaning provided in the preamble to this Agreement.

“EMEA Borrower Guarantor” means each U.S. Credit Party and each Non-U.S. Subsidiary Guarantor.

“EMEA Credit Parties” means the EMEA Borrower and the EMEA Borrower Guarantors.

“Excess EMEA Asset Sale Proceeds” means, with respect to the EMEA Borrower’s Applicable Prepayment Portion of any Excess Asset Sale Proceeds, all such Excess Asset Sale Proceeds that remain after giving effect to the repayment in full of all outstanding EMEA Term Loans.

“EMEA Facility Loan Document” has the meaning specified in the definition of “EMEA Facility Obligations”.

“EMEA Facility Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the EMEA Borrower or any EMEA Borrower Guarantor to the Administrative Agent, any Lender, any Affiliate of any Lender, any Secured Hedge Provider or any Cash Management Bank pursuant to the terms of this Agreement, any other Loan Document to which any EMEA Credit Party is a party (collectively with this Agreement, the “EMEA Facility Loan Documents” and each an “EMEA Facility Loan Document”), any Secured Hedge Agreement or any Secured Cash Management Agreement (including, but not limited to, interest and fees that accrue after the commencement by or against any EMEA Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws); provided, however, that EMEA Facility Obligations shall not include any Excluded Swap Obligations. Without limiting the generality of the foregoing description of EMEA Facility Obligations, the EMEA Facility Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any EMEA Credit Party under any EMEA Facility Loan Document, (b) Banking Services Obligations of any EMEA Credit Party, (c) Hedging Obligations of any EMEA Credit Party and (d) the obligation of any EMEA Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender, any Secured Hedge Provider, and Cash Management Bank or any Affiliate of any of them, in connection with the terms of any EMEA Facility Loan Document, may elect to pay or advance on behalf of the EMEA Credit Parties. For the avoidance of doubt, “EMEA Facility Obligations” does not include


			-26-

any obligations of U.S. Credit Parties in respect of their guarantees of the Loans or other obligations of the U.S. Borrower.

“EMEA Facility Security Documents” means any Non-U.S. Security Agreement, the Purchaser Pledge Agreement, each Additional Security Document, each Mortgage, any UCC financing statement, and any similar filings, any Collateral Assignment, any Perfection Certificate and any document pursuant to which any Lien is granted or perfected by any EMEA Credit Party to the Administrative Agent as security for any of the EMEA Facility Obligations.

“EMEA Term Commitment” means, with respect to each Lender, the amount, if any, of its (a) Closing Date EMEA Term Commitment, (b) 2020 EMEA Term Commitment, (c) Incremental Term Loan Commitment in respect of EMEA Term Loans, or (d) in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06.

“EMEA Term Facility” has the meaning assigned to such term in the definition of “Credit Facilities”.

“EMEA Term Loans” means any Closing Date EMEA Term Loan, any 2020 EMEA Term Loan, any Incremental Term Loan, any Extended Term Loan and any Refinancing Term Loans, in each case made to the EMEA Borrower under the applicable EMEA Term Facility.

“EMEA Term Note” means a promissory note substantially in the form of Exhibit A3 hereto.

“EMEA Ratio Debt Cap” means a cap of $25,000,000.


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1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq. and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state, provincial and local or foreign counterparts or equivalents, in each case as amended from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the Closing Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means, in respect of a U.S. Plan, each Person (as defined in Section 3(9) of ERISA), which together with the U.S. Borrower or a Subsidiary of the U.S. Borrower, would be deemed to be a “single employer” (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(i) of ERISA or (ii) as a result of the U.S. Borrower or a Subsidiary of the U.S. Borrower being or having been a general partner of such Person.

“ERISA Event” means, in respect of a U.S. Plan: (i) that a Reportable Event has occurred with respect to any U.S. Plan; (ii) the institution of any steps by the U.S. Borrower or any Subsidiary, any ERISA Affiliate, the PBGC or a plan administrator to terminate any U.S. Plan or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a U.S. Plan; (iii) the institution of any steps by the U.S. Borrower or any Subsidiary or any ERISA Affiliate to withdraw from any Multi-Employer Plan or Multiple Employer Plan, if such withdrawal would be reasonably likely to result in withdrawal liability (as described in Part 1 of Subtitle E of Title IV of ERISA or in Section 4063 of ERISA) in excess of $1,000,000; (iv) a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code in connection with any U.S. Plan; (v) that a U.S. Plan has Unfunded Benefit Liabilities exceeding $1,000,000; (vi) the cessation of operations at a facility of the U.S. Borrower or any Subsidiary or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (vii) the conditions for imposition of a Lien under Section 303(k) of ERISA shall have been met with respect to a U.S. Plan; (viii) the adoption of an amendment to a U.S. Plan requiring the provision of security to such U.S. Plan pursuant to Section 206(g) of ERISA; (ix) the insolvency of or commencement of reorganization proceedings with respect to a Multi-Employer Plan; (x) any material increase in the contingent liability of the U.S. Borrower or any Subsidiary with respect to any post-retirement welfare


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liability; or (xi) the taking of any action by, or the threatening of the taking of any action by, the Internal Revenue Service, the Department of Labor or the PBGC with respect to any of the foregoing.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EU IFRS” means the International Financial Reporting Standards as adopted by the European Union.

“EURIBO Rate” means, with respect to any Closing Date EMEA Term Loan and any 2020 EMEA Term Loan for any Interest Period, the rate per annum equal to the European Money Markets Institute EURIBO Rate, as published by Reuters (or on the appropriate page of any successor to or substitute for such service, or, if such rate is not available, on the appropriate page of any generally recognized financial information service, as selected by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two TARGET Days prior to the commencement of such Interest Period, for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided, however, that if the rate referred to above is not available at any such time for any reason, then the rate referred to shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the average (rounded to the nearest 1/100th of 1%) of the rates per annum at which deposits in Euros in an amount equal to the amount of such Eurocurrency Loan are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time), two (2) TARGET Days prior to the commencement of such Interest Period, for contracts that would be entered into at the commencement of such Interest Period for the same duration as such Interest Period; provided, further, that the EURIBO Rate in respect of any applicable Interest Period shall be deemed to be 0.00% per annum if the EURIBO Rate calculated pursuant to the foregoing would otherwise be less than 0.00% per annum.

“Euro” and the sign “€” each means the single currency of any member state of the European Union that adopts or has adopted, and in each case continues to adopt, the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Eurocurrency Loan” means at any date each Loan bearing interest at a rate based upon the Adjusted Eurocurrency Rate.

“European Insolvency Regulation” has the meaning provided in Section 5.18.

“Event of Default” has the meaning provided in Section 8.01.


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“Excess Cash Flow” means, for any fiscal year of the U.S. Borrower (or, for the fiscal year ending December 31, 2018, the period beginning on the first day of the first full fiscal quarter beginning after the Closing Date and ending on December 31, 2018), an amount equal to the sum of:

(i) Consolidated EBITDA for such measurement period (but without giving effect to any pro forma adjustments or pro forma cost savings pursuant to clause (a)(x) of the definition of “Consolidated EBITDA”), minus, without duplication:

(ii) the aggregate amount of all cash Capital Expenditures (other than any such Capital Expenditures made with the proceeds of Indebtedness permitted hereunder (other than Revolving Loans)), minus

(iii) the aggregate amount of Permitted Acquisitions and other permitted Investments (other than any such Permitted Acquisitions made with the proceeds of Indebtedness permitted hereunder (other than Revolving Loans)), including any holdback amount and any earn-out or deferred purchase price, to extent paid in cash during such measurement period, minus

(iv) Consolidated Income Tax Expense paid in cash or for which reserves have been established to the extent required under GAAP, minus

(v) Consolidated Debt Service paid in cash, minus

(vi) the absolute value of, if negative, Consolidated Net Working Capital at the end of the prior measurement period (or on the Closing Date with respect to the measurement period ending December 31, 2018), minus the amount of Consolidated Net Working Capital at the end of such measurement period, minus;

(vii) termination costs paid in cash (or accrued to be paid in cash) relating to Hedge Agreements, minus

(viii) aggregate amount of cash items (including reserves or accruals established in purchase accounting in connection with the Target Acquisition and any other Permitted Acquisition and including expense and losses) added back in calculating Consolidated EBITDA (including in the calculation of Consolidated Net Income) for such measurement period, whether paid in such measurement period or in a subsequent measurement period (but, for the avoidance of doubt, without duplication), minus

(ix) the aggregate amount of dividends and other Restricted Payments made in cash and permitted under Section 7.06(c) through (j) of this Agreement, and plus

(x) if positive, the amount of Consolidated Net Working Capital at the end of the prior measurement period (or on the Closing Date with respect to the measurement period ending December 31, 2018) minus the amount of Consolidated Net Working Capital at the end of such measurement period;


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provided, that, to the extent otherwise included therein, the net cash proceeds received from the (1) the sale or disposition of any property, (2) receipt of any insurance proceeds and (3) the issuance of any Equity Interests of the U.S. Borrower and its Restricted Subsidiaries shall be excluded from the calculation of Excess Cash Flow, all determined on a consolidated basis and in accordance with GAAP.

For purposes of calculating Excess Cash Flow for any measurement period, for each Permitted Acquisition or other permitted Investment consummated during such measurement period, (x) the Consolidated EBITDA of a target of any Permitted Acquisition or other permitted Investment shall be included in such calculation only from and after the date of the consummation of such Permitted Acquisition or other permitted Investment and (y) for the purposes of calculating Consolidated Net Working Capital, the (A) total assets of the target of such Permitted Acquisition or other permitted Investment (other than cash and Cash Equivalents), as calculated as at the date of consummation of the applicable Permitted Acquisition or other permitted Investment, which may properly be classified as current assets on a consolidated balance sheet of the U.S. Borrower and its Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause (A), that such Permitted Acquisition or other permitted Investment has been consummated) and (B) total liabilities of the U.S. Borrower and its Restricted Subsidiaries, as calculated as at the date of consummation of the applicable Permitted Acquisition or other Permitted Investment, which may properly be classified as current liabilities (other than the current portion of any long term liabilities and accrued interest thereon) on a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause (B), that such Permitted Acquisition or other permitted Investment has been consummated), shall, in the case of both immediately preceding clauses (A) and (B), be calculated as the difference between the Consolidated Net Working Capital at the end of the applicable Excess Cash Flow period from the date of consummation of such Permitted Acquisition or other permitted Investment.

For the avoidance of doubt, for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall not be calculated on a Pro Forma Basis.

“Excess Cash Flow Prepayment Amount” has the meaning provided in Section 2.13(c)(iv).

“Exchange Rate” means, on any day, for purposes of determining the Dollar Amount of any Approved Foreign Currency, the rate of exchange for the purchase of Dollars with the Approved Foreign Currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as determined by the Administrative Agent using such other publicly available service for displaying exchange rates as selected by the Administrative Agent in its reasonable discretion in consultation with the U.S. Borrower).

“Excluded Subsidiary” means (i) any Unrestricted Subsidiary, (ii) any Immaterial Subsidiary other than, at the option of the U.S. Borrower, any Immaterial Subsidiary designated by the U.S. Borrower as a Subsidiary Guarantor, (iii) any joint venture, (iv) any Subsidiary that is prohibited or


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restricted by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date and disclosed to the Administrative Agent in writing (or, if later, existing on the date such Subsidiary becomes a Restricted Subsidiary, so long as such contractual restriction was not created in contemplation of the provision of a guaranty) from guaranteeing the Obligations or which would require consent, approval, license or authorization from any Governmental Authority to provide a guarantee unless such consent, approval, license or authorization has been received, after giving effect to the anti-assignment provision of the UCC and other applicable law, (v) captive insurance companies, (vi) not-for-profit Subsidiaries, (vii) any Non-U.S. Subsidiary that is not required to become a Subsidiary Guarantor pursuant to the Agreed Security Principles and (viii) solely with respect to the guarantee of, or grant of security in respect of, any U.S. Obligations, (a) any CFC, (b) any CFC Holdco and (c) any Subsidiary of a CFC or a CFC Holdco.

“Excluded Swap Obligation” means, with respect to the U.S. Borrower or any Subsidiary Guarantor of the U.S. Borrower, (x) as it relates to all or a portion of the guaranty of such Subsidiary Guarantor or the U.S. Borrower made pursuant to a Guaranty Agreement or Article X, as applicable, any Swap Obligation if, and to the extent that, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s or the U.S. Borrower’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Subsidiary Guarantor or the U.S. Borrower becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by such Subsidiary Guarantor or the U.S. Borrower of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s or the U.S. Borrower’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of such Subsidiary Guarantor or the U.S. Borrower becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.


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an assignment request by the U.S. Borrower under Section 3.05) or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its Applicable Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.03(g), (d) any withholding Taxes imposed under FATCA and (e) any Canadian withholding Tax resulting from (i) such Recipient not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with any Credit Party at the time of making such payment, or (ii) such Recipient being, or not dealing at arm’s length with, a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of a Credit Party at the time of such payment (in each case, other than where the non-arm’s length relationship arises, or where the Recipient is a “specified shareholder” or does not deal at arm’s length with a “specified shareholder”, in each case on account of the Recipient having executed, delivered, become a party to, received payments under or received or perfected a security interest under or received or enforced any rights under or in respect of this Agreement or any Loan Document, but, for the avoidance of doubt, shall not include any Swiss Withholding Tax.

“Existing Class” means a Class of Existing Revolving Commitments.

“Existing Credit Agreements” means, collectively, the Borrower Existing Credit Agreement and the Target Existing Credit Agreements.

“Existing Infrastructure Sale Agreement” means that certain Sale and Purchase Agreement, dated October 16, 2020 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time but without giving effect to any amendment, waiver, supplement or other modification that is materially adverse to the Lenders to which the Required Lenders hereunder have not agreed to in writing), between the U.S. Borrower, Global Telecom and Technology Holdings Ireland Limited, Hibernia NGS Limited, GTT Holdings Limited and Cube Telecom Bidco Limited.

“Existing Letters of Credit” means the letter of credit identified on Schedule 1.01(b) hereto, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“Existing Revolving Commitment” has the meaning set forth in Section 2.18(a).

“Existing Term Loans” has the meaning set forth in Section 2.19(a).

“Extended Class” means a Class of Extended Revolving Commitments.

“Extended Revolving Commitment” has the meaning set forth in Section 2.18(a).

“Extended Term Loan Maturity Date” means with respect to any tranche of Extended Term Loans, the final maturity date applicable thereto as specified in the applicable Extension Notice accepted by the respective Extending Lender or Extending Lenders.


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“Extended Term Loans” has the meaning set forth in Section 2.19(a).

“Extending Lender” has the meaning set forth in Section 2.19(a).

“Extending Revolving Lender” has the meaning set forth in Section 2.18(b).

“Extension” has the meaning set forth in Section 2.19(a).

“Extension Date” has the meaning set forth in Section 2.19(b).

“Extension Notice” has the meaning set forth in Section 2.19(a).

“Extension Offer” has the meaning set forth in Section 2.19(a).

“Extension Series” means all Extended Term Loans that are established pursuant to the same Additional Credit Extension Amendments (or any subsequent Additional Credit Extension Amendment to the extent such Additional Credit Extension Amendment expressly provides that the Extended Term Loans provided for therein are intended to be part of any previously established Class of Term Loans) and that provide for the same interest margins, extension fees, if any, and amortization schedule.

“FCC” means the United States Federal Communications Commission and any successor thereto.

“Fee Letter” means the Fee Letter, dated as of February 23, 2018 (as amended, supplemented or modified), among the U.S. Borrower, the Lead Arrangers and certain Affiliates of the Lead Arrangers.

“Fees” means all amounts payable pursuant to, or referred to in, Section 2.11.


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“Fifth Lender Forbearance Agreement” that certain Fifth Lender Forbearance Agreement and Consent, dated as of September 1, 2021, by and among the Credit Parties, the Secured Creditors party thereto and the Administrative Agent.

“Financial Covenant Event of Default” has the meaning provided in Section 8.01(c).

“Financial Officer” means the chief executive officer, the president or the chief financial officer of the U.S. Borrower.

“Financial Projections” has the meaning provided in Section 5.07(b).

“Flood Hazard Property” means any Real Property located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Lender” means (a) if the Applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Applicable Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any LC Issuer, such Defaulting Lender’s Revolving Facility Percentage of LC Outstandings with respect to Letters of Credit issued by such LC Issuer other than LC Outstandings as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funding Conditions Provision” means the provisions set forth in Section 6.10(e).

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Granting Lender” has the meaning provided in Section 11.06(f).


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“Guaranty Agreements” means, collectively, the U.S. Subsidiary Guaranties and any Non-U.S. Subsidiary Guaranties.

“Hedging Obligations” means all obligations of any Credit Party under and in respect of any Secured Hedge Agreements.

“HGB” means the German Commercial Code (Handelsgesetzbuch).

“Hibernia Atlantic Cable System” means Hibernia Atlantic Cable System Limited, a private company limited by shares incorporated under the laws of Ireland.


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“Hibernia Express Entities” means, collectively, Hibernia Express (Ireland) Limited, a private company limited by shares incorporated under the laws of Ireland, Hibernia Express (UK) Limited, a private limited liability company incorporated in England and Wales, and Hibernia Express (Canada) Limited, a limited company incorporated under the laws of the Province of Nova Scotia.

“Historical Financial Statements” has the meaning provided in Section 4.01(x).

“Holding Company Merger” means the merger of the U.S. Borrower into a wholly-owned, indirect subsidiary of the U.S. Borrower in accordance with Delaware General Corporation Law Section 251(g), with the U.S. Borrower as the surviving corporation of such merger, pursuant to which the U.S. Borrower becomes a wholly owned subsidiary of a corporation organized under the United States (“New Parent”) described in Schedule 1.01(g).

“Immaterial Subsidiary” means, on any date, any Restricted Subsidiary of the U.S. Borrower (a) that has been designated as an “Immaterial Subsidiary” pursuant to a written notice delivered by the U.S. Borrower to the Administrative Agent (or identified in this definition) from time to time and (b) that did not, as of the last day of the most recently ended Testing Period, have (i) individually, either (A) assets with a value in excess of 5.0% of total assets of, or (B) revenues in an amount in excess of 5.0% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries (or in the case of any non-U.S. Subsidiary of the U.S. Borrower, in excess of 5.0% of the total revenues or assets, as applicable, of all non-U.S. Subsidiaries of the U.S. Borrower, collectively) on a consolidated basis for the most recently ended Testing Period or (ii) collectively, with all other Restricted Subsidiaries designated as Immaterial Subsidiaries pursuant to this definition that would otherwise be required to be Subsidiary Guarantors, either (A) assets with a value in excess of 10.0% of total assets of, or (B) revenues in an amount in excess of 10.0% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries (or in the case of any non-U.S. Subsidiary of the U.S. Borrower, in excess of 10.0% of the total revenues or assets, as applicable, of all non-U.S. Subsidiaries of the U.S. Borrower, collectively) on a consolidated basis for the most recently ended Testing Period. As of the Closing Date, the Immaterial Subsidiaries are listed on Schedule 1.01(d). For the avoidance of doubt, any Person that becomes a Subsidiary Guarantor hereunder shall cease to be an Immaterial Subsidiary for purposes of this definition.

“Incremental Equivalent Debt” means Indebtedness incurred in lieu of Incremental Term Loans consisting of high-yield style notes (which may be unsecured or secured by Liens ranking pari passu with or junior to the Liens securing the U.S. Obligations or the EMEA Facility Obligations) issued in a public offering or SEC Rule 144A offering and/or loans (which may be unsecured or secured by Liens ranking junior to the Liens securing the U.S. Obligations or the EMEA Facility Obligations), and, in each case, on customary terms and subject to customary conditions; provided that (i) the aggregate principal amount of unsecured Incremental Equivalent Debt and Indebtedness incurred pursuant to Section 7.04(i), in each case, of the Non-U.S. EMEA Credit Parties (or any of them) shall not exceed the EMEA Ratio Debt Cap, (ii) such Incremental Equivalent Debt shall be subject to the requirements set forth in Section 2.17(b) (other than the MFN Protection) and (d), (iii) the aggregate principal amount of all Incremental Revolving Credit Commitments, Incremental Term Loans and Incremental Equivalent Debt outstanding at such time shall not exceed the Incremental Facility Maximum Amount; provided that, in the case of any Incremental


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Equivalent Debt that is secured on a basis that is junior to the Liens securing the Obligations or that is unsecured, the applicable ratio test set forth in clause (B) of the definition of “Incremental Facility Maximum Amount” shall instead be (x) in the case of any such Incremental Equivalent Debt that is secured on a basis that is junior to the Liens securing the Obligations, the Consolidated Net Secured Leverage Ratio as of the last day of the Testing Period most recently ended is no greater than 5.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Incremental Equivalent Debt being incurred at such time) and (y) in the case of any such Incremental Equivalent Debt that is unsecured, the Consolidated Total Net Leverage Ratio as of the last day of the Testing Period most recently ended is no greater than 6.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Incremental Equivalent Debt being incurred at such time) (in the case of each of the forgoing clauses (x) and (y), disregarding amounts incurred concurrently with the incurrence of Incremental Facilities in reliance on clause (A) of the definition of “Incremental Facility Maximum Amount”), (iv) if such Incremental Equivalent Debt is secured, it shall be subject to a customary intercreditor agreement with the Administrative Agent on behalf of the Secured Creditors that is reasonably acceptable to the Administrative Agent, (v) if such Incremental Equivalent Debt is incurred in connection with a Limited Condition Acquisition, the determination in clause (iii) shall be made as of the date on which the applicable transaction agreement is entered into, (vi) such Incremental Equivalent Debt will have a final scheduled maturity date no earlier than the Term Loan Maturity Date in respect of the Closing Date Term Loans (or, in the case of any such Incremental Equivalent Debt that is secured on a junior lien basis or is unsecured, 91 days after the Term Loan Maturity Date in respect of the Closing Date Term Loans), (vii) such Incremental Equivalent Debt (x) made to the U.S. Borrower shall, if secured, be secured only by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that such Incremental Equivalent Debt may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor and (y) made to the EMEA Borrower shall, if secured, be secured only by the Collateral and guaranteed by the EMEA Borrower Guarantors; provided that such Incremental Equivalent Debt may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the EMEA Borrower Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary contemporaneously becomes a EMEA Borrower Guarantor, and (viii) such Incremental Equivalent Debt shall have other terms (excluding pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the U.S. Borrower in consultation with the Administrative Agent) to the lenders or holders providing such Incremental Equivalent Debt than, those applicable to the Closing Date Term Loans (except to the extent (x) such terms are conformed (or added) in the Loan Documents for the benefit of the Lenders pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent or (y) applicable solely to periods after the Latest Maturity Date).

“Incremental Facility” means the credit facility established under Section 2.17 pursuant to the Incremental Term Loan Commitment of each Lender.

“Incremental Facility Maximum Amount” means the sum of (A) the greater of (x) $575,000,000 and (y) an amount equal to 100% of Pro Forma EBITDA for the most recently ended Testing Period, plus


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the aggregate amount of all voluntary prepayments (other than in connection with a refinancing) of the Term Loans and permanent reductions of the Revolving Credit Commitments, in each case, made prior to the date of incurrence of the applicable Incremental Revolving Credit Commitment or Incremental Term Loan Commitment and (B) unlimited additional amounts so long as immediately after giving effect to any Incremental Revolving Credit Commitment or any Incremental Term Loan Commitment pursuant to this clause (B) and, in each case, the application of the proceeds thereof (including any permitted Investment made with such proceeds in accordance with the terms of this Agreement), on a Pro Forma Basis (including with respect to any Permitted Acquisition or other permitted Investment to be made in whole or in part with the proceeds of the relevant Incremental Term Loan (including under any Incremental Term Loan Commitment becoming effective with any Incremental Revolving Credit Commitment)) and assuming in the case of any Revolving Commitments (including any Incremental Revolving Credit Commitments) that such Revolving Commitments are fully utilized, the Consolidated Net Secured Leverage Ratio as of the last day of the Testing Period most recently ended does not exceed 4.40:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any Incremental Term Loans or Incremental Revolving Loans and any Incremental Revolving Credit Commitments or Incremental Term Loan Commitments incurred simultaneously and, in any such case the Consolidated Net Secured Leverage Ratio being permitted to exceed such limit to the extent of such Incremental Facilities incurred substantially concurrently in reliance on clause (A)); provided that, if any Incremental Revolving Credit Commitment or Incremental Term Loan Commitment is incurred in connection with a Limited Condition Acquisition, such ratio shall be calculated as of the date the definitive agreement in respect of such Limited Condition Acquisition is entered into; provided, further that in the case of both clauses (A) and (B) in the aggregate, not more than $100,000,000 (plus the aggregate amount of all voluntary reductions of the Revolving Credit Commitments) may be in the form of Incremental Revolving Credit Commitments.

“Incremental Revolving Credit Commitment” means the commitment of any Lender, established pursuant to Section 2.17, to make Incremental Revolving Loans to the U.S. Borrower.

“Incremental Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Incremental Revolving Loans of such Lender.

“Incremental Revolving Credit Lender” means a Lender with an Incremental Revolving Credit Commitment or an outstanding Incremental Revolving Loan.

“Incremental Revolving Credit Termination Date” means the final maturity date of any Incremental Revolving Loan, as set forth in the applicable Additional Credit Extension Amendment.

“Incremental Revolving Loans” means Revolving Loans made by one or more Lenders to the U.S. Borrower pursuant to Section 2.17. Incremental Revolving Loans shall be made in the form of additional Revolving Loans.

“Incremental Term Lender” means a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.


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“Incremental Term Loan Commitment” means the commitment of any Lender, established pursuant to Section 2.17, to make Incremental Term Loans to the Applicable Borrower.

“Incremental Term Loan Maturity Date” means the final maturity date of any Incremental Term Loan, as set forth in the applicable Additional Credit Extension Amendment.

“Incremental Term Loan Repayment Dates” means the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Additional Credit Extension Amendment.

“Incremental Term Loans” means Term Loans made by one or more Lenders to the Applicable Borrower pursuant to Section 2.17. Incremental Term Loans may be made in the form of additional Closing Date Term Loans or, to the extent permitted by Section 2.17 and provided for in the relevant Additional Credit Extension Amendment, Other Term Loans.

“Indebtedness” of any Person means without duplication:

(i) all indebtedness of such Person for borrowed money;

(ii) all indebtedness evidenced by bonds, notes, debentures, loan agreements and similar debt securities of such Person;

(iii) the deferred purchase price of capital assets or services that in accordance with GAAP would be shown on the liability side of the balance sheet of such Person;

(iv) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder;

(v) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances;

(vi) all indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such indebtedness has been assumed;

(vii) all Capitalized Lease Obligations and Purchase Money Indebtedness of such Person;

(viii) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases of such Person;

(ix) all obligations of such Person with respect to asset securitization financing (including, for the avoidance of doubt, any Permitted Receivables Financing);

(x) [reserved];


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(xi) all net obligations of such Person under Hedge Agreements;

(xii) all Disqualified Equity Interests of such Person;

(xiv) purchase price adjustments or earn-outs related to any Permitted Acquisition or permitted Investment, to the extent such adjustment or earn-out would be shown on the liability side of the balance sheet Person in accordance with GAAP; and

(xv) all Guaranty Obligations of such Person;

“Indemnitees” has the meaning provided in Section 11.02.

“Infrastructure Business” means the business of the U.S. Borrower and/or its Restricted Subsidiaries of providing Pan-European, North American, sub-sea and trans-Atlantic fiber network and data center infrastructure services to customers.

“Infrastructure Disposition Prepayment Date” means the date on which the proceeds of a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction are applied to the prepayment of Loans in accordance with Section 2.13(c)(v).


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Infrastructure Reorganization Principles and (ii) at any time during the effectiveness of a Replacement Infrastructure Sale Agreement, the consummation of any internal corporate reorganization by the U.S. Borrower and/or its Subsidiaries, in whole or in part, that is undertaken for the primary purpose of efficiently separating the Infrastructure Business in preparation for the sale of the Infrastructure Business to a third party, as determined in good faith by the U.S. Borrower and that is in compliance with the Infrastructure Reorganization Principles.

“Infrastructure Reorganization Principles” means (a) if any asset constituting Collateral for the EMEA Term Loans is transferred to a Subsidiary that is organized or incorporated under the laws of Canada, the Cayman Islands, Germany, Ireland, the Netherlands, Sweden, Switzerland, the United Kingdom or the United States pursuant to an Infrastructure Reorganization, then (i) such Subsidiary shall (x) be an EMEA Borrower Guarantor at the time of such transfer or (y) become an EMEA Borrower Guarantor in the manner set forth in Section 6.09(b) and (ii) such asset shall become Collateral for the EMEA Term Loans as soon as practicable thereafter; provided that no Infrastructure Reorganizations shall result in all or substantially all of the Collateral being released from the security interest of the Administrative Agent or a material impairment of the security interest of the Administrative Agent in the Collateral, taken as a whole and (b) if any asset constituting Collateral for the U.S. Term Loans or the Revolving Facility is transferred to the U.S. Borrower or a U.S. Subsidiary pursuant to an Infrastructure Reorganization, then (i) if the transferee is a U.S. Subsidiary, such U.S. Subsidiary shall (x) be a U.S. Borrower Guarantor at the time of such transfer or (y) become a U.S. Borrower Guarantor in the manner set forth in Section 6.09(a) and (ii) such asset shall become Collateral for the U.S. Term Loans and the Revolving Facility as soon as practicable thereafter; provided that no Infrastructure Reorganization shall result in all or substantially all of the Collateral for the U.S. Term Loans or the Revolving Facility being released from the security interest of the Administrative Agent or a material impairment of the security interest of the Administrative Agent in the Collateral for the U.S. Term Loans or the Revolving Facility, taken as a whole.

“Infrastructure Sale Retained Proceeds” means an aggregate amount equal to $35,000,000 that is funded with Cash Proceeds from the sale of the Infrastructure Business in accordance with the RSA.

“Initial Term Loan Maturity Date” means May 31, 2025.

“Initial Yield” has the meaning provided in Section 2.17(b).

“Insolvency Event” means, with respect to any Person:


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(iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of such Person;

(vi) such Person is adjudicated insolvent or bankrupt, or is deemed to, or is declared to, be unable to pay its debts under applicable law;

(vii) any order of relief or other order approving any such case or proceeding is entered;

(viii) such Person makes any arrangement with or general assignment for the benefit of creditors, generally does not pay its debts as such debts become due;

(ix) a moratorium is declared in respect of any indebtedness of any such Person. If a moratorium occurs, the ending of the moratorium will not remedy an Event of Default caused by that moratorium;

(x) in the case of any Person organized under the laws of in Germany is overindebted within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung);


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van betaling) and any other event whereby such Person is limited in the right to dispose of its assets and which includes a Dutch entity having filed a notice under Section 36 of the Dutch Tax Collection Act (Invorderingswet 1990) or Section 60 of the Dutch Social Insurance Financing Act (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Dutch Tax Collection Act.

“Intellectual Property” has the meaning provided in the U.S. Security Agreement (or, as it relates to any non-U.S. property, the applicable Security Document).

“Intercompany Subordination Agreement” means the Intercompany Subordination Agreement substantially in the form of Exhibit I hereto.

“Interest Period” means, with respect to each Eurocurrency Loan, a period of one, two, three or six months as selected by the Applicable Borrower; provided, however, that (i) the initial Interest Period for any Borrowing of such Eurocurrency Loan shall commence on the date of such Borrowing (the date of a Borrowing resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, however, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) no Interest Period for any Eurocurrency Loan may be selected that would end after Revolving Facility Termination Date or Term Loan Maturity Date for such Credit Facility, as the case may be; and (v) if, with respect to any Eurocurrency Loans denominated in Dollars, upon the expiration of any Interest Period, the Applicable Borrower has failed to (or may not) elect a new Interest Period to be applicable to the respective Borrowing as provided above, the Applicable Borrower shall be deemed to have elected to Convert such Borrowing to Base Rate Loans effective as of the expiration date of such current Interest Period.

“Interpolated Rate” means the rate which results from interpolating on a linear basis between (a) a rate for the longest period (for which such rate is available) which is less than the Interest Period of that Loan and (b) the applicable rate for the shortest period (for which such rate is available) which exceeds the Interest Period of that Loan, in each case, with respect to any Eurocurrency Loan denominated in Euro, at approximately 11:00 a.m., London time, two (2) TARGET Days prior to the commencement of such Interest Period.


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“Investment Grade Securities” means: (a) debt securities or debt instruments with a rating of “A-“ or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding any debt securities or instruments constituting loans or advances among the U.S. Borrower and its Subsidiaries; and (b) investments in any fund that invests exclusively in investments of the type described in clause (a) above which fund may also hold cash and Cash Equivalents pending investment or distribution.

“Irish Secured Parties” has the meaning specified in the definition of “Irish Security Agreements”.

“Irish Security Agreements” means the Non-U.S. Security Agreements governed by the laws of Ireland.

“Irish Security Property” means:

(i) the Liens expressed to be granted under the Irish Security Documents in favor of the Administrative Agent as security trustee for the Irish Secured Parties and all proceeds of those Liens;

(ii) all obligations expressed to be undertaken by a Credit Party to pay amounts in respect of the Obligations to the Administrative Agent as security trustee for the Irish Secured Parties and secured by the Irish Security Documents together with all representations and warranties expressed to be given by a Credit Party in favor of the Administrative Agent as security trustee for the Irish Secured Parties; and

(iii) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Administrative Agent is required by the terms of the Irish Security Documents to hold as security trustee on trust for the Irish Secured Parties.


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“IRS” means the United States Internal Revenue Service.

“IRU” has the meaning provided in the definition of “Ordinary Course Dispositions”.

“ISEDC” means Innovation, Science and Economic Development Canada (formerly Industry Canada).

“Junior Lien Indebtedness” means any Indebtedness that is secured by Liens that are junior to the Liens securing any Obligations.

“Key Customer” means key customers of the Target listed on Schedule 7.03(h).

“Key Customer Lien” means a Lien granted to a Key Customer who is under arrangements similar to those of the Microsoft Permitted Liens and consistent with past practice and in the ordinary course of business of the Target Companies to secure obligations owed to such Key Customer and existing on property of any Target Company as of the Closing Date.

“KPI Report” means the KPI Report as defined in, and most recently delivered under, the Priming Facility Credit Agreement.

“Landing Site” means each manhole associated with the trans-Atlantic fiber optic cable systems of the U.S. Borrower and its Subsidiaries, each location under or over which such trans-Atlantic fiber optic cable systems transverse between any such manhole and the corresponding cable landing station, and each cable landing station associated with such trans-Atlantic fiber optic cable systems, whether located on property that is owned, leased or licensed by the U.S. Borrower or any of its Subsidiaries. As of the Closing Date, each Landing Site is listed on Schedule 1.01(f).

“Latest Maturity Date” means, as of any date of determination, the latest of the Term Loan Maturity Date for any then outstanding Term Loans and the Revolving Facility Termination Date for any then outstanding Revolving Commitments, in each case then in effect on such date of determination.

“LC Commitment Amount” means $50,000,000. The LC Commitment Amount is a part of, and not in addition to, the Total Revolving Commitment.

“LC Documents” means, with respect to any Letter of Credit, any documents executed in connection with such Letter of Credit.

“LC Fee” means any of the fees payable pursuant to Section 2.11(b) or Section 2.11(c) in respect of Letters of Credit.


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“LC Issuance” means the issuance of any Letter of Credit by any LC Issuer for the account of an LC Obligor in accordance with the terms of this Agreement, and shall include any amendment thereto that increases the Stated Amount thereof or extends the expiry date of such Letter of Credit.

“LC Issuer” means KeyBank National Association or any of its Affiliates, or such other Lender that is requested by the U.S. Borrower and agrees to be an LC Issuer hereunder (provided that any such Lender is entitled to agree or decline in its sole discretion) and is approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).

“LC Obligor” means, with respect to each LC Issuance, the U.S. Borrower or the Restricted Subsidiary for whose account such Letter of Credit is issued.

“LC Outstandings” means, at any time, the sum, without duplication, of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings with respect to Letters of Credit.

“LC Participant” has the meaning provided in Section 2.05(g).

“LC Participation” has the meaning provided in Section 2.05(g).

“LC Request” has the meaning provided in Section 2.05(b).

“Lead Arrangers” means Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc., SunTrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Citizens Bank, National Association and ING Capital LLC, as joint lead arrangers and joint bookrunners of the Credit Facilities in effect on the Closing Date.

“Leaseholds” of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.


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(iv) the principle that additional interest or payment of compensation imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(v) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant or the court itself has made an order for costs;

(vii) any other matters which are set out as qualifications or reservations (however described) as to matters of non-U.S. law in the legal opinions provided in respect of this Agreement;

“Lender” and “Lenders” have the meaning provided in the first paragraph of this Agreement and includes any other Person that becomes a party hereto pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement. In addition to the foregoing, solely for the purpose of identifying the Persons entitled to share in payments and collections from the Collateral and the benefit of any guarantees of the Obligations, as more fully set forth in this Agreement and the other Loan Documents, the term “Lender” shall include Secured Hedge Providers and Cash Management Banks. For the avoidance of doubt, any Secured Hedge Provider to whom any Hedging Obligations are owed or any Cash Management Bank to whom any Banking Services Obligations are owed and, in each case, which does not hold any Loans or commitments hereunder shall not be entitled to any other rights as a “Lender” under this Agreement or the other Loan Documents.

“Lender Forbearance Agreement” means that certain Fourth Lender Forbearance Agreement and Amendment No. 6 to Credit Agreement, dated as of May 10, 2021, by and among the Borrowers, the Secured Creditors party thereto as “Forbearing Lenders” and the Administrative Agent.”


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“Lender Register” has the meaning provided in Section 2.08(b).

“Letter of Credit” means (x) any Standby Letter of Credit or Commercial Letter of Credit, in each case issued by any LC Issuer under this Agreement pursuant to Section 2.05 for the account of any LC Obligor and (y) the Existing Letters of Credit.

“Licenses” means the U.S. Communications Licenses, the Non-U.S. Communications Licenses and all licenses, permits, authorizations, determinations, and registrations issued by any Governmental Authority to the U.S. Borrower or any of its Subsidiaries in connection with such Person’s activities or the conduct of its business.

“Limitation Acts” means the Limitation Act 1980, the Foreign Limitation Periods Act 1984, the Irish Statutes of Limitation 1957 to 2000 and the Prescription and Limitation Scotland Act 1973.

“Limited Condition Acquisition” means any Permitted Acquisition or other permitted Investment the consummation of which by the U.S. Borrower or any Restricted Subsidiary is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in accordance with the terms of the applicable agreement) and is not expressly conditioned on the availability of, or on obtaining, third-party financing.

“Liquidity” means, at any time, the sum of (a) the Total Revolving Commitment minus the Aggregate Revolving Facility Exposure at such time and (b) the aggregate amount of cash and Cash Equivalents of the U.S. Borrower and its Restricted Subsidiaries as of the such time (excluding cash and Cash Equivalents that are or would be listed as “restricted” on the consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries as of such date of determination).

“Loan” means any Revolving Loan or Term Loan.

“Loan Documents” means this Agreement, the Notes, the Guaranty Agreements, the Security Documents, the Fee Letter, the Intercompany Subordination Agreement, any Agreed Customer Subordination Agreement, any Additional Credit Extension Amendment, the Priming Facility Intercreditor Agreement and any other intercreditor agreement entered into by the Administrative Agent pursuant to the terms hereof and each LC Document.

“Luxembourg GAAP” has the meaning provided in Section 4.01(x).

“Margin Stock” has the meaning provided in Regulation U.


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“Material Adverse Effect” means any or all of the following: (i) any material adverse effect on the business, operations, property, assets, liabilities or financial condition of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole; (ii) any material adverse effect on the ability of any Borrower and the other Credit Parties, taken as a whole, to perform their obligations under any of the Loan Documents to which they are party; (iii) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the validity, effectiveness or enforceability, as against the Credit Parties, taken as a whole, of any of the Loan Documents to which they are a party; (iv) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the rights and remedies of the Administrative Agent or any Lender under any Loan Document; or (v) subject to any Legal Reservations or Non-U.S. Perfection Requirements that are not overdue, any material adverse effect on the validity, perfection or priority of any material Lien in favor of the Administrative Agent on any of the Collateral.

“Material Contract” means each contract or agreement to which the U.S. Borrower or any of its Restricted Subsidiaries is a party, which if violated or terminated (other than contracts that by their terms may be terminated by the U.S. Borrower or such Restricted Subsidiary in the ordinary course of its business or which are replaced within 30 days of termination) would reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means, as to the U.S. Borrower or any of its Restricted Subsidiaries, any particular Indebtedness (other than any intercompany Indebtedness between or among U.S. Borrower and/or any of its Restricted Subsidiaries) of the type described in clauses (i), (ii) or (ix) of the definition thereof of the U.S. Borrower or such Restricted Subsidiary (including any Guaranty Obligations in respect of Indebtedness of the type described in clauses (i), (ii) or (ix) of the definition thereof) in excess of the aggregate principal amount of $50,000,000.

“Maximum Rate” has the meaning provided in Section 11.23.

“MFN Protection” has the meaning provided in Section 2.17(b).

“Microsoft” means Microsoft Ireland Operations Limited.


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Express Entities and Microsoft, as amended by Amendment No. 1, dated as of July 3, 2014, Amendment No. 2, dated as of September 21, 2015, Amendment No. 3, dated as of February 25, 2016, and Amendment No. 4, dated as of May 31, 2016, and (b) the Operations, Maintenance & Colocation Services Agreement, dated as of June 17, 2014, among the Hibernia Express Entities, the Target and Microsoft.

“Microsoft Permitted Liens” means the Microsoft Hibernia Atlantic Liens and the Microsoft Hibernia Express Liens.

“Minimum Borrowing Amount” means (i) with respect to any Base Rate Loan, $500,000, with minimum increments thereafter of $100,000, (ii) with respect to any Eurocurrency Loan denominated in Dollars, $500,000, with minimum increments thereafter of $100,000, (iii) with respect to any Loan denominated in Euro, €500,000, with minimum increments thereafter of €100,000 and (iv) with respect to any Loan denominated in Sterling £500,000, with minimum increments thereafter of £100,000.

“Minimum Collateral Amount” means, at any time, with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of all LC Issuers with respect to Letters of Credit issued and outstanding at such time.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Mortgage” means a Mortgage, Deed of Trust, standard security or other instrument, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Credit Party with respect to a Mortgaged Real Property (it being agreed that, in the case of any Mortgaged Real Property listed on Schedule 1.01(c), the form and substance of the equivalent document delivered in connection with the Borrower Existing Credit Agreement is satisfactory to the Administrative Agent), as the same may from time to time be amended, restated or otherwise modified.

“Multi-Employer Plan” means a multi-employer plan, as defined in Section 4001(a)(3) of ERISA to which the U.S. Borrower or any Subsidiary of the U.S. Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the preceding five plan years made or accrued an obligation to make contributions, but does not include a Canadian Pension Plan.

“Multiple Employer Plan” means an employee benefit plan, other than a Multi-Employer Plan or a Canadian Pension Plan, to which the U.S. Borrower or any Subsidiary of the U.S. Borrower or any ERISA Affiliate, and one or more employers other than the U.S. Borrower or a Subsidiary of the U.S. Borrower or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the U.S. Borrower or a Subsidiary of the U.S.


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Borrower or an ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the 1934 Act.

“Net Cash Proceeds” means, with respect to (i) any Asset Sale, the Cash Proceeds resulting therefrom net of (A) reasonable and customary expenses of sale incurred in connection with such Asset Sale, and other reasonable and customary fees and expenses incurred, and all state, provincial, local and foreign taxes paid or reasonably estimated to be payable by such person as a consequence of such Asset Sale, and the payment of principal, premium, interest, fees and other amounts in respect of Indebtedness (other than the Obligations) secured by a lien on the asset that is the subject of such Asset Sale that is senior to the lien thereon (if any) securing the Obligations, and required to be, and that is, repaid under the terms thereof as a result of such Asset Sale, including any such payments made in respect of principal, premium, interest, fees and other amounts due and owing under Priming Facility Credit Agreement with the Cash Proceeds from Asset Sales, and (B) incremental federal, state, provincial, local and foreign income taxes paid or payable as a result thereof and (C) solely to the extent that a sale of the Infrastructure Business has been consummated in accordance with the RSA, the Infrastructure Sale Retained Proceeds; (ii) any Event of Loss, the Cash Proceeds resulting therefrom net of (A) reasonable and customary expenses incurred in connection with such Event of Loss, and local taxes paid or reasonably estimated to be payable by such person as a consequence of such Event of Loss and the payment of principal, premium, interest, fees and other amounts in respect of Indebtedness (other than the Obligations) secured by a lien on the asset that is the subject of the Event of Loss that is senior to the lien thereon (if any) securing the Obligations, and required to be, and that is, repaid under the terms thereof as a result of such Event of Loss, including any such payments made in respect of principal, interest, fees and other amounts due and owing under the Priming Facility Credit Agreement with the Cash Proceeds from Events of Loss and (B) incremental federal, state, provincial, local and foreign income taxes paid or payable as a result thereof; and (iii) the incurrence or issuance of any Indebtedness, the Cash Proceeds resulting therefrom net of reasonable and customary fees and expenses incurred in connection therewith and net of the repayment or payment of any Indebtedness or obligation intended to be repaid or paid with the proceeds of such Indebtedness; in the case of each of clauses (i), (ii) and (iii), to the extent, but only to the extent, that the amounts so deducted are (x) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or any of its Subsidiaries and (y) properly attributable to such transaction or to the asset that is the subject thereof.

“New Parent” has the meaning provided in the definition of “Holding Company Merger”.

“Non-Consenting Lender” has the meaning provided in Section 11.12(h).


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“Non-Credit Party” means each Restricted Subsidiary that is not a Subsidiary Guarantor.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-U.S. Communications Laws” means the laws of a Relevant Jurisdiction (other than the United States) as may be applicable to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, and the telecommunications-related laws of any Relevant Jurisdiction (other than the United States) including but not limited to the Telecommunications Act (S.C.), 1993, C. 38 and its regulations, and the regulations, decisions, policies, reports and orders of any Governmental Authority in a Relevant Jurisdiction (other than the United States), including the CRTC and ISEDC, with jurisdiction over telecommunications-related matters as may be applicable to the conduct of the U.S. Borrower or its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property.

“Non-U.S. Communications License” means any license, permit, consent, certificate of compliance, franchise, approval, registration, waiver or authorization related to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, granted or issued by any non-U.S. Governmental Authority, including the CRTC and ISEDC, with jurisdiction over telecommunications-related matters to and held by the U.S. Borrower or any of its Subsidiaries, including those pursuant to which the U.S. Borrower or any of its Subsidiaries is authorized to engage in any activity subject to the jurisdiction of such Governmental Authority.

“Non-U.S. EMEA Credit Parties” has the meaning provided in Section 6.10(g).

“Non-U.S. EMEA Credit Party Loan Documents” has the meaning assigned to such term in the definition of “Non-U.S. EMEA Credit Party Obligations”.

“Non-U.S. EMEA Credit Party Obligations” means, subject to Section 2.22, all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the EMEA Borrower or any other Non-U.S. EMEA Credit Party to the Administrative Agent, any Lender, any Affiliate of any Lender, any Secured Hedge Provider or any Cash Management Bank pursuant to the terms of this Agreement, any other Loan Document to which any Non-U.S. EMEA Credit Party is a party (collectively with this Agreement, the “Non-U.S. EMEA Credit Party Loan Documents” and each a “Non-U.S. EMEA Credit Party Loan Document”), any Secured Hedge Agreement or any Secured Cash Management Agreement (including, but not limited to, interest and fees that accrue after the commencement by or against any Non-U.S. EMEA Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws); provided, however, that Non-U.S. EMEA Credit Party Obligations shall not include (x) any Excluded Swap Obligations or (y) any obligations of any U.S. Credit Party. Without limiting the generality of the foregoing description of Non-


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U.S. EMEA Credit Party Obligations, the Non-U.S. EMEA Credit Party Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any Non-U.S. EMEA Credit Party under any Non-U.S. EMEA Credit Party Loan Document, (b) Banking Services Obligations of any Non-U.S. EMEA Credit Party, (c) Hedging Obligations of any Non-U.S. EMEA Credit Party and (d) the obligation of any Non-U.S. EMEA Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender, any Secured Hedge Provider, and Cash Management Bank or any Affiliate of any of them, in connection with the terms of any Non-U.S. EMEA Credit Party Loan Document, may elect to pay or advance on behalf of the Non-U.S. EMEA Credit Parties.

“Non-U.S. Group” means the group of Non-U.S. Subsidiaries that are Restricted Subsidiaries (excluding any Subsidiaries that are prohibited or restricted by applicable law, rule or regulation from becoming EMEA Credit Parties).

“Non-U.S. Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by the U.S. Borrower or any of its Subsidiaries with respect to employees employed outside of the United States or outside of Canada and for greater clarity, does not include a Canadian Pension Plan.

“Non-U.S. Plan Event” shall mean, with respect to any Non-U.S. Plan, (i) substantial non-compliance with its terms or with the requirements of any applicable laws, statutes, rules, regulations and orders, (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities, (iii) any obligation of the U.S. Borrower or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such Non-U.S. Plan, (iv) any Lien on the property of the U.S. Borrower or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a Non-U.S. Plan, (v) for each such Non-U.S. Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities), or (vi) failure to make all contributions in a timely manner to the extent required by applicable law.

“Non-U.S. Prepayment Group” means the group of Non-U.S. EMEA Credit Parties and their respective Restricted Subsidiaries.

“Non-U.S. Security Agreement” means any Security Document governed by the laws of a jurisdiction other than the United States or any state thereof.


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“Non-U.S. Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.

“Non-U.S. Subsidiary Guarantor” means any Non-U.S. Subsidiary of the U.S. Borrower (other than the EMEA Borrower) that is or hereafter becomes a party to a Non-U.S. Subsidiary Guaranty.

“Non-U.S. Subsidiary Guaranty” means each of (a) the Subsidiary Guaranty (Non-U.S. Subsidiaries), dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the Non-U.S. Subsidiaries party thereto in favor of the Administrative Agent (the “Closing Date Non-U.S. Subsidiary Guaranty”), and (b) any guaranty executed by a Non-U.S. Subsidiary in favor of the Administrative Agent from time to time after the Closing Date which guaranty shall be in form and substance reasonably acceptable to the Administrative Agent.

“Northern Irish Security Property” means the Liens expressed to be granted under the Northern Irish Security Documents in favor of the Administrative Agent and all proceeds of those Liens.

“Note” means a Revolving Facility Note or a Term Note, as applicable.

“Notice of Borrowing” has the meaning provided in Section 2.06(b).

“Notice of Continuation or Conversion” has the meaning provided in Section 2.10(b).

“Notice Office” means the office of the Administrative Agent at 4900 Tiedeman Road; Mail Code: OH-01-49-0362, Brooklyn, Ohio 44144, Attention: Paula C. Gordon (agent_servicing@keybank.com with copy to john_bowden@keybank.com), or such other office(s) as the Administrative Agent may designate in writing to the U.S. Borrower from time to time.

“Obligations” means, collectively, the U.S. Obligations, the EMEA Facility Obligations and the Non-U.S. EMEA Credit Party Obligations and, individually, as the context may require.

“OFAC” has the meaning provided in Section 5.24(a).

“Ordinary Course Dispositions” means, the following:

(a) dispositions or the abandonment of obsolete, excess, worn out or surplus furniture, fixtures, equipment or other property, real or personal, tangible or intangible, and


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property no longer material, used or useful to the business of the U.S. Borrower or any of its Restricted Subsidiaries, whether now owned or hereafter acquired;

(d) licenses of Intellectual Property in the ordinary course of business;

(e) dispositions of Cash Equivalents in the ordinary course of business;

(f) termination of leased office locations in the ordinary course of business;

(g) dispositions of accounts receivable in connection with the collection or compromise thereof;

(h) any forgiveness, write-off or write-down of any intercompany obligations owed by a Credit Party;

(i) any dispositions resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the U.S. Borrower or any Restricted Subsidiary;

(j) Liens permitted under Section 7.03, Investments permitted under Section 7.05 and Restricted Payments permitted under Section 7.06; and

(k) exchanges or dispositions of, or any indefeasible right of use (“IRU”) agreement covering, fiber the absence of which would not interfere in any material respect with the ordinary conduct of business of the U.S. Borrower or any of its Restricted Subsidiaries (for the avoidance of doubt, any transaction under this clause (k) shall be in the ordinary course of business and not in connection with any sale or other disposition of a business line or unit).


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connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Term Loans” has the meaning provided in Section 2.17(a).

“Participant Register” has the meaning provided in Section 11.06(b).

“Payment Office” means the office of the Administrative Agent at 4900 Tiedeman Road; Mail Code: OH-01-49-0362, Brooklyn, Ohio 44144, Attention: Paula C. Gordon (agent_servicing@keybank.com with copy to john_bowden@keybank.com), or such other office(s), as the Administrative Agent may designate to the U.S. Borrower in writing from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Perfection Certificate” has the meaning provided in the U.S. Security Agreement.

“Permissible Jurisdiction” means any member state of the European Union or, to the extent it has ceased to be a member state of the European Union, the United Kingdom.

“Permitted Acquisition” means any Acquisition as to which all of the following conditions are satisfied:

(i) such Acquisition involves a line or lines of business that is or are reasonably related or complementary to the lines of business in which the U.S. Borrower and its Subsidiaries, considered as an entirety, are engaged on the Closing Date;

(ii) (a) in the case of an asset Acquisition, such Acquisition shall include all or substantially all of the assets, or business or division of the target and (b) in the case of a stock Acquisition, such Acquisition shall include no less than 100% of the Equity Interests of the Person being acquired (except for minority equityholders as required by local law);

(iii) to the extent the total consideration (including any Deferred Acquisition Obligations) for such Acquisition exceeds $50,000,000 and such Acquisition is financed (in whole or in part) with the proceeds of Revolving Loans, Incremental Revolving Loans or Incremental Term Loans, the Person or business to be acquired shall have generated Pro Forma


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EBITDA (determined on a basis consistent with such term but substituting references therein and in its component definitions to the U.S. Borrower and its Restricted Subsidiaries for such Person being acquired) for the Testing Period most recently ended prior to the date of consummation of such Acquisition of greater than $0; and

(iv) within 60 days of such Acquisition (or within 120 days of such Acquisition in the case of any Real Property (including any Landing Site) located in the U.S., or within 150 days of such Acquisition in the case of any security interest created or perfected under the laws of a jurisdiction other than the U.S.), or in each case, such later date as may be agreed by the Administrative Agent in its reasonable discretion, (A) any acquired or newly formed Subsidiary shall take all actions required to be taken pursuant to Section 6.09 and Section 6.10 of this Agreement and (B) in the case of an acquisition of all or substantially all of the property or assets of any Person, the Person acquiring such property or assets shall take all actions required to be taken pursuant to Section 6.10 of this Agreement.

“Permitted Acquisition Agreement” means each stock purchase agreement, asset purchase agreement or other agreement entered into by the U.S. Borrower or any of its Restricted Subsidiaries in connection with any Permitted Acquisition, in each case as amended, supplemented or otherwise modified from time to time.

“Permitted Acquisition Documentation” means, collectively, each Permitted Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements (including without limitation all non-competition agreements) affecting the terms thereof or entered into in connection therewith, in each case as amended, supplemented or otherwise modified from time to time.

“Permitted Bond Hedge Transaction” means (a) any call option or capped call option (or substantively equivalent derivative transaction) on the common stock of the U.S. Borrower purchased by U.S. Borrower or any of its Subsidiaries in connection with an incurrence of Permitted Convertible Indebtedness, and (b) any call option or capped call option (or substantively equivalent derivative transaction) replacing or refinancing the foregoing; provided that (x) the sum of (i) the purchase price for any Permitted Bond Hedge Transaction occurring on or after the Closing Date, plus (ii) the purchase price for any Permitted Bond Hedge Transaction it is refinancing or replacing, if any, minus (iii) the cash proceeds received upon the termination or the retirement of the Permitted Bond Hedge Transaction it is replacing or refinancing, if any, less (y) the sum of (i) the cash proceeds from the sale of the related Permitted Warrant Transaction plus (ii) the cash proceeds from the sale of any Permitted Warrant Transaction refinancing or replacing such related Permitted Warrant Transaction, if any, minus (iii) the amount paid upon termination or retirement of such related Permitted Warrant Transaction, if any, does not exceed the Net Cash Proceeds from the incurrence of the related Permitted Convertible Indebtedness.

“Permitted Business” means the businesses, and any services, activities or businesses incidental, or reasonably related or complementary or similar to, any line of business, engaged in by the U.S. Borrower and its Subsidiaries (including, for the avoidance of doubt, the Target Companies) in each case


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as of the Closing Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Convertible Indebtedness” means unsecured debt securities of the U.S. Borrower or any of the Restricted Subsidiaries permitted to be Incurred pursuant to Section 7.04 (which may be guaranteed by the U.S. Borrower Guarantors to the extent permitted by Section 7.04) that is (1) convertible into, or exchangeable for, Equity Interests (other than Disqualified Equity Interests) of the U.S. Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) and/or (2) sold as units with call options, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that are exercisable for Equity Interests (other than Disqualified Equity Interests) of the U.S. Borrower and/or cash (in an amount determined by reference to the price of such common stock).

“Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

“Permitted Creditor Investment” means any securities (whether debt or equity) received by the U.S. Borrower or any of its Subsidiaries in connection with the bankruptcy or reorganization of any customer or supplier of the U.S. Borrower or any such Subsidiary and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business.

“Permitted Equity Derivatives” means (a) any forward purchase, accelerated share purchase or other equity derivative transactions relating to the Equity Interests of the U.S. Borrower entered into by the U.S. Borrower or any Restricted Subsidiary; provided that any Restricted Payment made in connection with such transaction is permitted pursuant to Section 7.06 and (b) any Permitted Convertible Indebtedness Call Transactions.

“Permitted Lien” means any Lien permitted by Section 7.03.

“Permitted Non-Credit Party Loans and Investments” means loans and investments by a Credit Party or any of its Restricted Subsidiaries to or in an Unrestricted Subsidiary or Non-Credit Party made on or after the Closing Date and not otherwise prohibited by this Agreement.

“Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

“Permitted Receivables Financing” means one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against such Receivables Assets or interests therein; provided that recourse to the U.S. Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) and any obligations or agreements of the U.S. Borrower or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in


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connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions.

“Permitted Refinancing” means any refinancing, restructuring, refunding, renewal, extension or replacement of Indebtedness permitted hereunder; provided that (i) the principal amount (or accreted value, if applicable) of such Indebtedness is not increased at the time of such refinancing, restructuring, refunding, renewal, extension or replacement (except by an amount equal to accrued interest and any premiums, fees and expenses incurred, in connection with such refinancing, restructuring, refunding, renewal, extension or replacement), (ii) such refinancing, restructuring, refunding, renewal, extension or replacement shall not result in an earlier maturity date or decreased weighted average life of such Indebtedness being refinanced, refunded, renewed, restructured, extended or replaced, (iii) the terms relating to collateral (if any) and subordination (if any), and other material terms, taken as a whole, of any such refinancing, restructuring, refunding, renewal, extension or replacement indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable (taken as a whole) to the Credit Parties than the terms of the agreements or instruments governing the Indebtedness being refinanced, refunded, renewed, restructured, extended or replaced (taken as a whole) and (iv) the terms of such refinancing, restructuring, refunding, renewal, extension or replacement shall not bind any obligor that is not an obligor under the Indebtedness being refinanced, restructured, refunded, renewed, extended or replaced.

“Permitted Variance” has the meaning assigned thereto in Section 7.16(a).

“Permitted Warrant Transaction” means any call options, warrants or rights to purchase (or substantively equivalent derivative transactions) on common stock of the U.S. Borrower purchased or sold by the U.S. Borrower or any of its Subsidiaries substantially concurrently with a Permitted Bond Hedge Transaction.

“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, central bank, trust or other enterprise or any governmental or political subdivision or any agency, department or instrumentality thereof.

“Platform” has the meaning provided in Section 9.16(b).

“Pre-CAM Consenting Revolving Obligations” has the meaning provided in Section 2.23(a)(i).

“Pre-CAM Term Loan Increase” has the meaning provided in Section 2.23(a)(i).

“Prepayment Premium” has the meaning provided in Section 8.03.

“primary Indebtedness” has the meaning provided in the definition of “Guaranty Obligations”.

“primary obligor” has the meaning provided in the definition of “Guaranty Obligations”.


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“Priming Facility Credit Agreement” means that certain Priming Facility Credit Agreement, dated as of the Amendment No. 4 Effective Date (as amended, amended and restated, waived, supplemented or otherwise modified from time to time), by and among the U.S. Borrower, the EMEA Borrower, the lenders party thereto from time to time and Delaware Trust Company, as administrative agent (the “Priming Facility Administrative Agent”).

“Priming Facility Discharge” means that all Indebtedness outstanding under the Priming Facility Credit Agreement has been repaid in full in cash.

“Priming Facility Intercreditor Agreement” means that certain Super-Priority Intercreditor Agreement, dated as of the Amendment No. 4 Effective Date (as amended, amended and restated, waived, supplemented or otherwise modified from time to time), by and among the Priming Facility Administrative Agent, as the Senior Administrative Agent, and the Administrative Agent, as Revolving and Term Loan Administrative Agent.

“Private Lender Presentation” the lender presentation dated April, 2018 made available to prospective lenders, other than prospective lenders that do not wish to receive material non-public information (within the meaning of the United States federal and state securities laws) with respect to the U.S. Borrower and its Subsidiaries.

“Pro Forma Basis” means, without duplication of any add backs otherwise added back in the definition of “Consolidated EBITDA”, with respect to the calculation of the Consolidated Net Secured Leverage Ratio, the Consolidated Total Net Leverage Ratio, the Incremental Facility Maximum Amount, the Available Amount, Pro Forma EBITDA and any other applicable provision of this Agreement or any other Loan Document, as of any time, that pro forma effect shall be given to the Transactions and any Specified Transaction that have occurred during the U.S. Borrower’s most-recently ended Testing Period, or subsequent to the end of such Testing Period but prior to such time for which a determination under this definition is made, as if each such event occurred on the first day of such Testing Period (giving effect to pro forma adjustments which are (i) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the Securities and Exchange Commission (or any successor agency), (ii) recommended by any due diligence quality of earnings report conducted by (x) a firm of independent public accountants of recognized national standing or (y) any other accounting firm reasonably satisfactory to the Administrative Agent (such acceptance not to be unreasonably withheld), selected by the U.S. Borrower and retained by the U.S. Borrower; or (iii) otherwise determined in such other manner reasonably acceptable to the Administrative Agent); provided, that for purposes of determining actual compliance (and not pro forma compliance) with Section 7.07, pro forma effect shall not be given to any Specified Transaction that occurred subsequent to the end of the most-recently ended Testing Period.

“Pro Forma EBITDA” means, as of any date of determination, Consolidated EBITDA for the Testing Period determined on a Pro Forma Basis.


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“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Indebtedness” means, for any Person, Indebtedness incurred for the purpose of financing all or any part of the purchase price of any fixed or capital assets (including Equity Interests of any Person owning fixed or capital assets) or the cost of installation, construction or improvement of any fixed or capital assets; provided that (i) such Indebtedness is incurred within 180 days after such acquisition, installation, construction or improvement of such fixed or capital assets (including Equity Interests of any person owning the applicable fixed or capital assets) by such person and (ii) the amount of such Indebtedness does not exceed the lesser of 100% of the fair market value of such fixed or capital asset or the cost of the acquisition, installation, construction or improvement thereof, as the case may be.

“Purchaser” has the meaning set for in the preamble to this Agreement.

“Purchaser Pledge Agreement” has the meaning provided in Section 6.10(e).

“Qualified Cash” means the aggregate amount of cash and Cash Equivalents, excluding cash and Cash Equivalents that are listed as “restricted” on the consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries as of such date of determination (other than the aggregate amount of cash and Cash Equivalents restricted in favor of the Credit Facilities (which may also secure other indebtedness secured by a pari passu or junior lien on Collateral securing the Credit Facilities)) in each case as determined in accordance with GAAP, in an amount not to exceed the greater of (i) $250,000,000 and (ii) an amount equal to 50% of the Pro Forma EBITDA for the most recently ended Testing Period.

“Qualified ECP Guarantor” means, in respect of any Obligations with respect to a Secured Hedge Agreement, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Obligations or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualifying Transaction” shall have the meaning ascribed to such term in the CAM Amendment.

“RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.

“Real Property” of any Person shall mean all of the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“Receivable” means any indebtedness and other obligations owed to any Credit Party or a Special Purpose Receivables Subsidiary or any right of a Special Purpose Receivables Subsidiary or any Credit Party to payment from or on behalf of a purchaser of goods (or other obligor obligated to make payments pursuant to the contract relating to such Receivable) from any Credit Party or any right to reimbursement for funds paid or advanced by a Special Purpose Receivables Subsidiary or any Credit Party on behalf of


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a purchaser of goods (or other obligor obligated to make payments pursuant to the contract relating to such Receivable) from any Credit Party, whether constituting an account, chattel paper, payment intangible, instrument or general intangible, however arising (whether or not earned by performance), and includes the obligation to pay any finance charges, fees and other charges with respect thereto (it being understood that indebtedness and other obligations arising from any one transaction, including indebtedness and other obligations represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other obligations arising from any other transaction).

“Receivables Assets” shall mean any Receivable and Related Security from time to time originated, acquired or otherwise owned by the U.S. Borrower or any Subsidiary.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the collateral subject to Liens under the UK Security Documents, the Irish Security Documents or the Northern Irish Security Documents.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any LC Issuer, as applicable.

“Redenomination Liability Cap” has the meaning provided in Section 2.23(b)(i).

“Refinancing” means the (a) the repayment in full of all Indebtedness and other obligations under the Existing Credit Agreements (other than (x) contingent indemnification obligations for which no claim has been made, and (y) bank product obligations, secured hedging obligations and letters of credit (or issuance documents related thereto) to be cash collateralized, backstopped or deemed to be Letters of Credit issued pursuant to this Agreement) (which shall be deemed satisfied if made with proceeds of the initial Credit Event) and the termination of all commitments thereunder (which may be contemporaneous with such repayment); (b) the repayment of all funded Indebtedness of the Target and its Subsidiaries not permitted to remain outstanding under the Target Acquisition Agreement (in each case other than (x) contingent indemnification obligations for which no claim has been made, and (y) bank product obligations, secured hedging obligations and letters of credit (or issuance documents related thereto) to be cash collateralized, backstopped or deemed to be Letters of Credit issued pursuant to this Agreement) (which shall be deemed satisfied if made with proceeds of the initial Credit Event); and (c) the termination of all related commitments and the release of all related guarantees and liens (which may be contemporaneous with the repayments contemplated under the preceding clauses (a) and (b)).

“Refinancing Term Effective Date” has the meaning set forth in Section 2.20(b).

“Refinancing Term Lender” has the meaning set forth in Section 2.20(b).

“Refinancing Term Loans” has the meaning set forth in Section 2.20(a).


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“Related Security” means, with respect to any Receivable (a) all of a Special Purpose Receivables Subsidiary’s and any Credit Party’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable; (b) all instruments and chattel paper that may evidence such Receivable (and do not evidence any asset that is not a Receivable); (c) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (d) solely to the extent applicable to such Receivable, the rights, interests and claims under the contracts and all guarantees, indemnities, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the contract related to such Receivable or otherwise; (e) all of a Special Purpose Receivables Subsidiary’s rights, interests and claims under the Permitted Receivables Documents; and (f) all collections and other proceeds and products of any of the foregoing, as defined in the UCC, that are or were received by a Credit Party or Special Purpose Receivables Subsidiary, including all funds which either are received by a Credit Party or Special Purpose Receivables Subsidiary from or on behalf of the obligors in payment of any amounts owed (including invoice price, finance charges, interest and all other charges) in respect of the above Receivables or are applied to such amounts owed by the obligors (including any insurance payments that a Credit Party or Special Purpose Receivables Subsidiary applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the obligors in respect of the above Receivables or any other parties directly or indirectly liable for payment of any such Receivables, and all books and records of any Credit Party to the extent related to any of the Receivables Assets.

“Relevant Jurisdiction” means (i) the jurisdiction of incorporation, organization or formation, as applicable, of the U.S. Borrower or any of its Subsidiaries, (ii) any jurisdiction where any asset of the U.S. Borrower or any of its Subsidiaries is situated, which as of the date of determination is subject to, or from time to time is intended to be subject to, a security interest in favor of Administrative Agent, (iii) any jurisdiction where the U.S. Borrower or any of its Subsidiaries conducts its business and (iv) the


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jurisdiction the laws of which govern the perfection of any Liens granted by the Credit Parties pursuant to the Security Documents.

“Relevant Party” has the meaning assigned to such term in Section 3.03(i).

“Replaced Revolving Commitments” has the meaning set forth in Section 2.21(a).

“Replacement Infrastructure Sale Agreement” means, at any time after the Existing Infrastructure Sale Agreement is terminated, any agreement or agreements containing terms reasonably satisfactory to the Required Lenders and entered into by the U.S. Borrower and/or any of its Restricted Subsidiaries pursuant to which all or any portion of the Infrastructure Business would be sold to a Person that is not an Affiliate of the U.S. Borrower.

“Replacement Revolving Commitments” has the meaning set forth in Section 2.21(a).

“Replacement Revolving Lender” has the meaning set forth in Section 2.21(b).

“Report Date” has the meaning given thereto in Section 6.01(d)(ii).

“Repricing Event” means (a) any prepayment or refinancing of the Closing Date Term Loans (or any portion thereof) with the proceeds of, or any conversion of the Closing Date Term Loans (or any portion thereof) into, any new or replacement loans or similar bank indebtedness bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount but excluding any arrangement, structuring, syndication, upfront and other fees paid in connection therewith that are not paid to all Lenders providing such new debt) less than the “effective yield” applicable to the Closing Date Term Loans subject to such event (as such comparative yields are reasonably determined by the Administrative Agent acting in good faith) and (b) any amendment to the Loan Documents which reduces the “effective yield” applicable to all or a portion of Closing Date Term Loans (as such comparative yields are reasonably determined by the Administrative Agent acting in good faith).

“Required 2020 EMEA Term Lenders” means 2020 EMEA Term Lenders holding more than 50% of the aggregate principal amount of the 2020 EMEA Term Loans outstanding at such time. The 2020 EMEA Term Loans of any Defaulting Lender shall be disregarded in determining Required 2020 EMEA Term Lenders at any time.

“Required Lenders” means Lenders whose Credit Facility Exposure and Unused Revolving Commitments constitute more than 50% of the sum of the Aggregate Credit Facility Exposure and the Unused Total Revolving Commitment. The Credit Facility Exposure and Unused Revolving


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Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Prepayment Date” has the meaning given thereto in Section 2.13(i).

“Required Revolving Lenders” means Lenders whose Revolving Facility Exposure and Unused Revolving Commitments constitute more than 50% of the sum of the Aggregate Revolving Facility Exposure and the Unused Total Revolving Commitment. The Revolving Facility Exposure and Unused Revolving Commitments of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time.

“Reset Date” has the meaning provided in Section 1.06.

“Responsible Officer” means, as to any Person, the chief executive officer, president, any vice president, the secretary, treasurer or controller of such Person or, with respect to financial matters, the chief financial officer of such Person. Unless otherwise specified, “Responsible Officer” refers to a Responsible Officer of the U.S. Borrower.

“Restricted Participant” means (i) any Person who has a Standard Industrial Classification of 4813 and listed on the attachment to the most recently delivered Compliance Certificate, which list may be updated more frequently by the U.S. Borrower in a writing to the Administrative Agent and the Lenders from time to time or (ii) any Person that owns more than 5% of the outstanding common stock of the U.S. Borrower and has been specified in a written notice to the Administrative Agent and the Lenders by the U.S. Borrower from time to time.

“Restricted Payment” means (i) any Capital Distribution or (ii) any amount paid by the U.S. Borrower or any of its Restricted Subsidiaries in repayment, redemption, retirement, repurchase, voluntary prepayment, direct or indirect, of (x) any Subordinated Indebtedness or (y) any Junior Lien Indebtedness.

“Restricted Subsidiary” means any Subsidiary of the U.S. Borrower (including the EMEA Borrower) that is not an Unrestricted Subsidiary. The Restricted Subsidiaries of the U.S. Borrower as of the Closing Date are listed on Schedule 1.01(d).

“Restricted Upstream Subsidiary” means (i) in the case of the U.S. Borrower, such Borrower’s Non-U.S. Subsidiaries and (ii) in the case of the EMEA Borrower, any Subsidiary of the EMEA Borrower (or any Subsidiary of the Purchaser) organized in a jurisdiction other than in the United Kingdom and as set forth on Schedule 1.01(d).

“Retained Declined Proceeds” has the meaning given thereto in Section 2.13(i).

“Revolving Borrowing” means the incurrence of Revolving Loans consisting of one Type of Revolving Loan by the U.S. Borrower from all of the Lenders having Revolving Commitments in respect


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thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date) in the same currency, having in the case of any Eurocurrency Loans, the same Interest Period.

“Revolving Commitment” means, with respect to each Lender, the amount set forth opposite such Lender’s name in Schedule 1 hereto as its “Revolving Commitment” or, in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time pursuant to Section 2.12 or adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.06 and any Incremental Revolving Credit Commitments.

“Revolving Extension Effective Date” has the meaning set forth in Section 2.18(b).

“Revolving Extension Election” has the meaning set forth in Section 2.18(b).

“Revolving Facility” has the meaning assigned to such term in the definition of “Credit Facilities”.

“Revolving Facility Availability Period” means, as of any date of determination, the period from the Closing Date until the latest Revolving Facility Termination Date in effect on such date.

“Revolving Facility Exposure” means, for any Lender at any time, the sum of (i) the principal amount of Revolving Loans made by such Lender and outstanding at such time, and (ii) such Lender’s share of the LC Outstandings at such time.

“Revolving Facility Note” means a promissory note substantially in the form of Exhibit A-1 hereto.

“Revolving Facility Percentage” means, at any time for any Lender, the percentage obtained by dividing such Lender’s Revolving Commitment by the Total Revolving Commitment, provided, however, that if the Total Revolving Commitment has been terminated, the Revolving Facility Percentage for each Lender shall be determined by dividing such Lender’s Revolving Commitment immediately prior to such termination by the Total Revolving Commitment immediately prior to such termination. The Revolving Facility Percentage of each Lender as of the Closing Date is set forth on Schedule 1 hereto.

“Revolving Facility Specified Provisions Period” means the period (a) beginning on the Amendment No. 1 Effective Date and (b) ending at the time when (i) all Revolving Loans shall have been paid in full in cash, (ii) all Revolving Commitments shall have been terminated or reduced to zero and (iii)(x) all Letters of Credit shall have been terminated or expired or (y) all LC Outstandings shall have been Cash Collateralized.

“Revolving Facility Termination Date” means, as applicable, the earlier of (a) the date that the Revolving Commitments have been terminated pursuant to Section 8.02, and (b)(x) with respect to any Revolving Commitment in effect on the Closing Date, May 31, 2023, (y) with respect to any Extending


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Revolving Lender pursuant to Section 2.18, the date agreed to in accordance with Section 2.18 and (z) with respect to any Replacement Revolving Lender, the date agreed to in accordance with Section 2.21.

“Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have been terminated or expired, a Lender with Revolving Facility Exposure.

“Revolving Loan” means, with respect to each Lender, any loan made by such Lender pursuant to Section 2.02.

“Right-of-Way” means a right granted by any Person or Governmental Authority to the U.S. Borrower or any of its Subsidiaries to install and maintain fiber, conduit, manholes (beach or otherwise), and associated facilities and equipment in real property in connection with the activities or conduct of the business of the U.S. Borrower or any of its Subsidiaries (including any right granted by any Person or Governmental Authority to the U.S. Borrower or any of its Subsidiaries to place its submarine cable(s), including in any sanctuary or other protected area or over or in the vicinity of any subsea pipes or other structures).

“RSA” means the Restructuring Support Agreement (as defined in the Fifth Lender Forbearance Agreement).

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its successors.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the U.S. Borrower or any Restricted Subsidiary of the U.S. Borrower of any property (except for temporary leases for a term, including any renewal thereof, of not more than one year and except for leases between the U.S. Borrower and a Restricted Subsidiary or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the U.S. Borrower or such Restricted Subsidiary to such Person.

“Sanctions” has the meaning provided in Section 5.24(a).

“Scheduled Repayment” means, with respect to any Term Loan, each regularly scheduled payment of principal as set forth in Section 2.13(b) with respect to such Term Loan or, if applicable, as set forth in an Additional Credit Extension Amendment.

“Scheduled Unavailability Date” has the meaning specified in Section 2.09(i).

“Screen Rate” means, as applicable, (a) the LIBOR quote on the applicable screen page specified in the definition of “Adjusted Eurocurrency Rate” that the Administrative Agent designates to determine the Adjusted Eurocurrency Rate and (b) the EURIBOR quote on the applicable screen page specified in the definition of “EURIBO Rate” that the Administrative Agent designates to determine the EURIBO Rate.


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“SEC” means the United States Securities and Exchange Commission.

“SEC Regulation D” means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

“SEC Rule 144A” means Rule 144A as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

“Secured Cash Management Agreement” means any Cash Management Agreements entered into with any Cash Management Bank.

“Secured Creditors” means each of the Administrative Agent, the Lenders, each LC Issuer, each Secured Hedge Provider, each Cash Management Bank, and the respective successors and assigns of each of the foregoing provided that each Secured Hedge Provider and Cash Management Bank, other than the Administrative Agent, a Lender or an LC Issuer, is designated in a written notice by any Borrower to the Administrative Agent as a Secured Party in respect thereof and executes and delivers to the Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents, (ii) agrees to be bound by the provisions of Article IX, Sections 11.01, 11.02 and 11.08 as if it were a Lender and (iii) agrees to be bound by the provisions of that certain agreement among the Secured Creditors, dated as of the date hereof.

“Secured Hedge Agreement” means any Hedge Agreements entered into with any Secured Hedge Provider, which is in effect on, or entered into after, the Closing Date.

“Secured Hedge Provider” means the Administrative Agent, a Lead Arranger, a Lender or an Affiliate of the Administrative Agent, a Lead Arranger or a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Hedge Agreement) (i) who has entered into a Hedge Agreement with the U.S. Borrower or any of its Restricted Subsidiaries, or (ii) that is a party to a Hedge Agreement in existence on the Closing Date with U.S. Borrower or any of its Restricted Subsidiaries, in its capacity as a counterparty to such Hedge Agreement.

“Security Agreements” means, collectively, the U.S. Security Agreement and the Non-U.S. Security Agreements.

“Security Documents” means the U.S. Security Documents and the EMEA Facility Security Documents.

“Sellers” has the meaning provided in the preliminary statements hereto.

“Series A CoD” means a certificate of designation in substantially the form of the Certificate of Designation attached as an exhibit to the Amended and Restated Securities Purchase Agreements, dated as of February 23, 2018, each between the U.S. Borrower, on the one hand, and The Spruce House Partnership LP and others, on the other hand.


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“Significant Subsidiary” means any Restricted Subsidiary of the U.S. Borrower other than a Non-Credit Party that did not, as of the last day of the fiscal quarter of the U.S. Borrower most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), have individually, either (i) assets with a value in excess of 7.5% of total assets of, or (ii) revenues in an amount in excess of 7.5% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the Testing Period most recently ended .

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan, but does not include a Canadian Pension Plan.

“SPC” has the meaning provided in Section 11.06(f).

“Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the U.S. Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the U.S. Borrower or any of the Restricted Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the U.S. Borrower or any such Restricted Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law).

“Specified Acquisition Agreement Representations” means, with respect to the Target Companies, the representations and warranties made by, or with respect to, the Target Companies in the Target Acquisition Agreement as are material to the interests of the Lenders in their capacities as such, but only to the extent that the U.S. Borrower (or any of its Affiliates) has the right to terminate its or their obligations under the Target Acquisition Agreement (or decline or otherwise refuse to consummate the Acquisition pursuant to the Target Acquisition Agreement) as a result of a breach of any such representation and warranty in the Target Acquisition Agreement or any such representation and warranty not being accurate.

“Specified Event of Default” means any Event of Default under Sections 8.01(a) or (i).

“Specified Representations” mean the representations and warranties set forth in Section 5.01(i) (solely with respect to the Credit Parties other than the Target Companies) (solely, for the avoidance of doubt, with respect to its jurisdiction of formation or organization, as applicable), Section 5.02 (solely with respect to the Credit Parties other than the Target Companies), Section 5.03(iii) (solely with respect to the Credit Parties other than the Target Companies), Section 5.06(b) and (c), Section 5.08, Section 5.16, Section 5.19 and Section 5.24.


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of, or to finance, any relevant transaction and for which the financial effect is being calculated), all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business or division, restructurings, cost savings initiatives, other operational changes or operational initiatives (in each case including for the avoidance of doubt, acquisitions and permitted investments occurring prior to the Closing Date); it being acknowledged and agreed that the acquisitions of (i) GC Pivotal, LLC, pursuant to that certain Membership Interest Purchase Agreement, dated as of June 23, 2017, by and among GTT Americas, LLC and GC Pivotal, LLC, Pivotal Global Capacity, LLC, (ii) Hibernia NGS Limited, pursuant to that certain Share Purchase Agreement, dated as of November 8, 2016, by and among the U.S. Borrower, Murosa Development S.A.R.L., Columbia Ventures Corporation and Hibernia NGS Limited, (iii) Accelerated Connections Inc., pursuant to that certain Share Purchase Agreement, dated as of March 8, 2018, by and among Michael Garb, 2497817 Ontario Limited, 2497816 Ontario Limited, The Garbe Family Trust, Hibernia Express (Canada) Limited and Accelerated Connections Inc. and (iv) Custom Connect International B.V., pursuant to that certain Share Purchase Agreement, dated as of December 29, 2017, by and among O.W.R. Beheer B.V., J.W. Meijer Beheer B.V., JITVentures B.V., Mamadoo Ventures B.V., Stupa Holding B.V., D. Warnar, R.E. Traag, Hibernia Express (Ireland), Ltd., and Custom Connect International B.V., in each case shall be deemed to be Specified Transactions.

“Sponsor Model” means the U.S. Borrower’s financial model delivered to the Lead Arrangers on February 19, 2018.

“Standard Permitted Lien” means any of the following:

(ii) Liens in respect of property or assets imposed by law that were incurred in the ordinary course of business, such as carriers’, suppliers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, that do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the U.S. Borrower or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(iii) Liens created by this Agreement or the other Loan Documents;

(iv) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.01(h);


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obligations, incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money), whether pursuant to statutory requirements, common law or consensual arrangements;

(vi) leases or subleases granted in the ordinary course of business to others not interfering in any material respect with the business of the U.S. Borrower or any of its Restricted Subsidiaries and any interest or title of a lessor under any lease not in violation of this Agreement;

(vii) easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights-of-way, sewer, electric lines, telegraph and telephone lines and other similar purposes, zoning, building codes or other restrictions, charges, ground leases, encumbrances, defects in title, prior rights of other persons, and obligations contained in similar instruments, in each case that do not secure Indebtedness and do not involve, and are not likely to involve at any future time, either individually or in the aggregate, (A) a substantial and prolonged interruption or disruption of the business activities of the U.S. Borrower and its Restricted Subsidiaries considered as an entirety, or (B) a Material Adverse Effect;

(viii) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to lease) not in violation of the requirements of this Agreement; provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor);

(ix) Liens solely on any cash earnest money deposits made by the U.S. Borrower and any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement; provided that any such deposits shall be made solely in connection with Permitted Acquisitions or other Investments permitted hereunder;

(x) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(xii) Liens consisting of non-exclusive licenses of Intellectual Property in the ordinary course of business;


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(xiv) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the U.S. Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the U.S. Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the U.S. Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(xv) Liens on insurance premium refunds and insurance proceeds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums;

(xvii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the U.S. Borrower or any Restricted Subsidiary (as purchaser or consignee) not prohibited by this Agreement;

(xviii) Liens solely on any cash earnest money deposits of the U.S. Borrower and any of its Restricted Subsidiaries provided to licensing authorities and governmental agencies in the ordinary course of business;

(xix) rights of access, licenses, step-in rights, leases and inspection rights granted to customers in the ordinary course of business;

(xx) rights of consignors of goods, whether or not perfected by the filing of a financing statement under the UCC;

(xxi) in the case of any Credit Party or Restricted Subsidiary organized under the laws of Canada or any province or territory thereof or any property located in Canada (A) reservations,


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limitations, provisos and conditions expressed in any original grant from the Crown or other grants of real or immovable property, or interests therein, that do not materially affect the use of the affected land for the purpose for which it is used by such Credit Party or Restricted Subsidiary, (B) the right reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit acquired by such Credit Party or Restricted Subsidiary or by any statutory provision to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof and (C) security given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of such Credit Party or Restricted Subsidiary in the ordinary course of its business to secure obligations not yet overdue;

(xxii) Liens over any rental deposits in respect of any Real Property leased or licensed by a Credit Party in the ordinary course of business;

(xxiii) inchoate Liens (other than any Lien imposed by ERISA or, except for contributions not yet due, applicable foreign pensions legislation) that arise by operation of law;

(xxv) Liens arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom U.S. Borrower or any of its Restricted Subsidiaries maintains a banking relationship in the ordinary course of business; and

(xxvix) any Lien created in order to secure pension liabilities or partial retirement liabilities (Altersteilzeitverpflichtungen) including pursuant to section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) and/or section 7e of the book IV of the German Social Act (Sozialgesetzbuch IV).

“Standby Letter of Credit” means any standby letter of credit issued for the purpose of supporting workers compensation, liability insurance, releases of contract retention obligations, contract performance guarantee requirements and other bonding obligations or for other lawful purposes.

“Stated Amount” of each Letter of Credit shall mean the maximum amount available to be drawn thereunder (regardless of whether any conditions or other requirements for drawing could then be met).

“Sterling” and the sign “£” each means lawful money of the United Kingdom (expressed in pounds sterling).

“Sub-Tranche” has the meaning provided in Section 2.23(b).


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“Subsidiary Guarantor” means (a) any U.S. Borrower Guarantor and (b) any Non-U.S. Subsidiary Guarantor. Schedule 1.01(e) hereto lists each Subsidiary Guarantor as of the Closing Date.

“Successor Rate” has the meaning specified in Section 2.09(i).

“Successor Rate Conforming Changes” means, with respect to any proposed Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, EURIBO Rate, Adjusted Eurocurrency Rate, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable discretion of the Administrative Agent, to reflect the adoption of such Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with customary market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Administrative Agent reasonably determines in consultation with the U.S. Borrower).

“Supplier” has the meaning assigned to such term in Section 3.03(i).

“Swap Obligation” means, with respect to any Borrower or Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


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“Swap Termination Claim” means any termination payment or similar payment due and payable to a Secured Hedge Provider, including interest that may accrue thereon, under the applicable Secured Hedge Agreement due to the occurrence of any “event of default” or “termination event” thereunder.

"Swiss Guarantor" means any Guarantor incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to Art. 9 of the Swiss Withholding Tax Act.

“Swiss Withholding Tax” means any taxes imposed under the Swiss Withholding Tax Act.

“Syndication Agent” means Credit Suisse AG, Cayman Islands Branch, KeyBank National Association, SunTrust Bank, Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., as syndication agents.

“Synthetic Lease Obligations” means, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capitalized Lease Obligations.

“Target” has the meaning provided in the first paragraph to this Agreement.

“Target Acquisition” has the meaning provided in the preliminary statements hereto.

“Target Acquisition Agreement” has the meaning provided in the preliminary statements hereto.

“Target Acquisition Documentation” means, collectively, the Target Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Target Companies” means the Target and its Subsidiaries.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euro.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November


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19, 2007 (or any successor settlement system as reasonably determined by the Administrative Agent in consultation with the U.S. Borrower).

“Target Existing Credit Agreements” mean (i) the Term Loan Facility Agreement, dated as of October 9, 2017, by and among Interoute Communications Limited, as borrower, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, London Branch as facility agent and Barclays Bank plc as security agent, and the other Finance Documents (as defined therein) related thereto, and (ii) the Multicurrency Revolving Credit Facility Agreement, dated as of November 4, 2016, by and among Interoute Communications Limited, as borrower, the guarantors party thereto, the lenders party thereto, Barclays Bank plc as facility agent and security agent, and the other Finance Documents (as defined therein) related thereto.

“Target German Assets” means the Equity Interests issued by and the assets of the Target German Entities, together with the liabilities of, including all Indebtedness of, the Target German Entities.

“Target German Entities” means Interoute German GmbH, ATP3 Dusseldorf GmbH and Easynet Global Services GmbH.

“Term Borrowing” means the incurrence of Closing Date EMEA Term Loans, 2020 EMEA Term Loans, Closing Date U.S. Term Loans or Incremental Term Loans consisting of one Type by the Applicable Borrower from all of the Lenders having Term Commitments in respect thereof on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of Eurocurrency Loans the same Interest Period.

“Term Commitment” means the U.S. Term Commitment and the EMEA Term Commitment.

“Term Lender” means a Lender with a Term Commitment or an outstanding Term Loan.

“Term Loan” means, the U.S. Term Loans and the EMEA Term Loans, if any.

“Term Loan Maturity Date” means, as applicable, (a) with respect to any Closing Date Term Loans, the Initial Term Loan Maturity Date, (b) with respect to the 2020 EMEA Term Loans, the 2020 EMEA Term Loan Maturity Date, (c) with respect to any other Incremental Term Loan, the applicable Incremental Term Loan Maturity Date, (d) with respect to any Extended Term Loan, the applicable Extended Term Loan Maturity Date, or (d) with respect to all Term Loans, the latest of the dates referred to in clause (a), (b), (c) and (d).

“Term Note” means a U.S. Term Note or EMEA Term Note.


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“Testing Period” means a single period consisting of the four consecutive fiscal quarters of the U.S. Borrower then last ended (whether or not such quarters are all within the same fiscal year) for which financial statements have been or were required to be delivered pursuant to Section 4.01(x), 6.01(a) or 6.01(b), except that if a particular provision of this Agreement indicates that a Testing Period shall be of a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended that are so indicated in such provision.

“Title Company” has the meaning specified in Section 6.10(d)(ii)(A).

“Title Policy” has the meaning specified in Section 6.10(d)(ii)(A).

“Total Revolving Commitment” means the sum of the Revolving Commitments of the Lenders as the same may be decreased pursuant to Section 2.12(c) hereof. As of the Amendment No. 4 Effective Date, the amount of the Total Revolving Commitment is $85,718,058.65.

“Total Term Loan Commitment” means the sum of the Term Commitments of the Lenders. As of the Closing Date, the amount of the Total Term Loan Commitment is the sum of (i) $1,770,000,000 and (ii) €750,000,000.

“Transactions” means the Target Acquisition, the issuance of common stock by the U.S. Borrower pursuant to the Target Acquisition Agreement, the issuance of common and preferred stock by the U.S. Borrower and the use of proceeds therefrom to finance in part the Target Acquisition and the Refinancing, the Refinancing, the entering into and initial borrowings under this Agreement, the payment of fees and expenses in connection with the foregoing and other related transactions.

“Type” means any type of Loan determined with respect to the interest option and currency denomination applicable thereto, which in each case shall be a Base Rate Loan or a Eurocurrency Loan.

“Unfunded Benefit Liabilities” of any U.S. Plan means the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.


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“United States” and “U.S.” each means United States of America.

“Unpaid Drawing” means, with respect to any Letter of Credit, the aggregate Dollar Amount of the draws made on such Letter of Credit that have not been reimbursed by the U.S. Borrower or the applicable LC Obligor or converted to a Revolving Loan pursuant to Section 2.05(f)(i), and, in each case, all interest that accrues thereon pursuant to this Agreement.

“Unrestricted Subsidiary” means (a) a direct or indirect Subsidiary of the U.S. Borrower designated as an Unrestricted Subsidiary pursuant to Section 6.13; provided that in no event may any Borrower be designated as an Unrestricted Subsidiary, or (b) any Special Purpose Receivables Subsidiary; provided that any such Special Purpose Receivables Subsidiary of the U.S. Borrower that is an Unrestricted Subsidiary shall, upon the termination of any such Permitted Receivables Financing (other than as a result of an event of default thereunder unless and until the obligations thereunder are repaid in full), cease to be an Unrestricted Subsidiary and may not be re-designated as an Unrestricted Subsidiary. As of the Closing Date, immediately following the consummation of the Target Acquisition, there are no Unrestricted Subsidiaries.

“Unused Revolving Commitment” means, for any Lender at any time, the excess of (i) such Lender’s Revolving Commitment at such time over (ii) such Lender’s Revolving Facility Exposure at such time.

“Unused Total Revolving Commitment” means, at any time, the excess of (i) the Total Revolving Commitment at such time over (ii) the Aggregate Revolving Facility Exposure at such time.

“U.K. Contingent Tax Obligations” has the meaning assigned thereto in the Approved Budget then in-effect.

“UK Secured Parties” has the meaning specified in the definition of “UK Security Agreements”.

“UK Security Agreements” means the Non-U.S. Security Agreements governed by the laws of England or (as applicable) the laws of Scotland.

“UK Security Documents” means the UK Security Agreements, each Additional Security Document governed by the laws of England or (as applicable) the laws of Scotland and any document governed by English law or (as applicable) Scots law pursuant to which any Lien is granted or perfected by any Credit Party to the Administrative Agent as security for any of the Obligations.


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“UK Security Property” means:

(i) the Liens expressed to be granted under the UK Security Documents in favor of the Administrative Agent as security trustee for the UK Secured Parties and all proceeds of those Liens;

(ii) all obligations expressed to be undertaken by a Credit Party to pay amounts in respect of the Obligations to the Administrative Agent as security trustee for the UK Secured Parties and secured by the UK Security Documents together with all representations and warranties expressed to be given by a Credit Party in favor of the Administrative Agent as security trustee for the UK Secured Parties; and

(iii) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Administrative Agent is required by the terms of the UK Security Documents to hold as security trustee on trust for the UK Secured Parties.

“Updated Budget” has the meaning assigned to such term in Section 6.01(d)(i).

“Unity” has the meaning assigned to such term in Section 3.03(i).

“U.S. Borrower” has the meaning provided in the preamble to this Agreement.

“U.S. Borrower Guaranteed Obligations” has the meaning provided in Section 10.01.

“U.S. Borrower Guarantor” means any U.S. Subsidiary that is or hereafter becomes a party to a U.S. Subsidiary Guaranty, other than any Excluded Subsidiary.

“U.S. Communications Act” means the United States Communications Act of 1934, as amended, codified as Chapter 5 of Title 47 of the U.S. Code, 47 U.S.C. 151 et. seq.

“U.S. Communications Laws” means (i) the U.S. Communications Act, (ii) An Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§34-39, and related executive orders, (iii) FCC Rules and FCC decisions, policies, reports, and orders issued from time to time, (iv) CALEA, (v) such other laws of the United States codified or otherwise included in Title 47 of the U.S. Code as may be applicable to the conduct of the U.S. Borrower or its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property, (vi) the telecommunications-related laws of any state or of any county, parish or other local division of any state of the United States and regulations, decisions, policies, reports and orders issued by state agencies or local division agencies with jurisdiction over telecommunications-related matters pursuant to such laws, and (vii) the regulations, decisions, policies, reports and orders of any Governmental Authority in the


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United States with jurisdiction over telecommunications-related matters as may be applicable to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property.

“U.S. Communications License” means any license, permit, consent, certificate of compliance, franchise, approval, waiver or authorization related to the conduct of the U.S. Borrower or any of its Subsidiaries or applicable to any of their respective networks, fiber assets, facilities, equipment or other property and granted or issued by the FCC or any other local, state or federal U.S. Governmental Authority with jurisdiction over telecommunications-related matters (including any state public utility commission) to and held by the U.S. Borrower or any of its Subsidiaries, including those pursuant to which the U.S. Borrower or any of its Subsidiaries is authorized to engage in any activity subject to the jurisdiction of such Governmental Authority. The term “U.S. Communications License” includes the rights of the U.S. Borrower or any of its Subsidiaries, established by Section 63.21(h) of the FCC Rules.

“U.S. Credit Parties” means the U.S. Borrower and the U.S. Borrower Guarantors.

“U.S. Prepayment Group” means the U.S. Credit Parties and their respective Restricted Subsidiaries (other than any member of the Non-U.S. Prepayment Group).

“U.S. Loan Document” has the meaning specified in the definition of “U.S. Obligations”.

“U.S. Loans” means U.S. Term Loans and Revolving Loans.

“U.S. Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the U.S. Borrower, any other U.S. Credit Party or other Restricted Subsidiary that is a U.S. Subsidiary to the Administrative Agent, any Lender, any Affiliate of any Lender, any Secured Hedge Provider, any Cash Management Bank or any LC Issuer pursuant to the terms of this Agreement, any other Loan Document to which any U.S. Credit Party is a party (collectively with this Agreement, the “U.S. Loan Documents” and each a “U.S. Loan Documents”), any Secured Hedge Agreement or any Secured Cash Management Agreement (including, but not limited to, interest and fees that accrue after the commencement by or against any U.S. Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or analogous provision under any other Debtor Relief Laws); provided, however, that U.S. Obligations shall not include any Excluded Swap Obligations. Without limiting the generality of the foregoing description of U.S. Obligations, the U.S. Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any U.S. Credit Party under any U.S. Loan Document, (b) Banking Services Obligations of any U.S. Credit Party or other Restricted Subsidiary that is a U.S. Subsidiary, (c) Hedging Obligations of any U.S. Credit Party or other Restricted Subsidiary that is a U.S. Subsidiary and (d) the obligation of any U.S. Credit Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender, any Secured Hedge Provider, and Cash Management Bank or any Affiliate of any of them, in connection with


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the terms of any U.S. Loan Document, may elect to pay or advance on behalf of the U.S. Credit Parties. For the avoidance of doubt, “U.S. Obligations” does not include any obligations of U.S. Credit Parties in respect of their guarantees of the Loans or other obligations of the EMEA Borrower.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Plan” means any Multi-Employer Plan, Multiple Employer Plan or Single-Employer Plan.

“U.S. Security Agreement” means the Pledge and Security Agreement, dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the U.S. Borrower and the U.S. Borrower Guarantors in favor of the Administrative Agent.

“U.S. Security Documents” means the U.S. Security Agreement, each Additional Security Document, each Mortgage, any UCC financing statement and any similar filings, any Collateral Assignment, any Perfection Certificate and any document pursuant to which any Lien is granted or perfected by any U.S. Credit Party to the Administrative Agent.

“U.S. Subsidiary” means any Subsidiary organized under the laws of the United States, any State thereof, or the District of Columbia.

“U.S. Subsidiary Guaranty” means each of (a) the Subsidiary Guaranty (U.S. Subsidiaries), dated as of the Closing Date (as amended, restated, modified or supplemented from time to time), executed by the U.S. Borrower Guarantors in favor of the Administrative Agent (the “Closing Date U.S. Subsidiary Guaranty”), and (b) any guaranty executed by a U.S. Subsidiary in favor of the Administrative Agent from time to time after the Closing Date which guaranty shall be in form and substance reasonably acceptable to the Administrative Agent.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 3.03(g)(ii)(B)(3).

“U.S. Term Commitment” means, with respect to each Lender, the amount, if any, of its (a) Closing Date U.S. Term Commitment, (b) Incremental Term Loan Commitment in respect of U.S. Term Loans, or (c) in the case of any Lender that becomes a party hereto pursuant to an Assignment Agreement, the amount set forth in such Assignment Agreement, as such commitment may be reduced from time to time as a result of assignments to or from such Lender pursuant to Section 11.06.

“U.S. Term Facility” has the meaning assigned to such term in the definition of “Credit Facilities”.

“U.S. Term Loans” means any Closing Date U.S. Term Loan, any Incremental Term Loan, any Extended Term Loan and any Refinancing Term Loans, in each case made to the U.S. Borrower under the U.S. Term Facility.


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“U.S. Term Note” means a promissory note substantially in the form of Exhibit A-2 hereto.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

“Variance Report” has the meaning assigned to such term in Section 6.01(d)(ii).

“Variance Testing Period” means (x) initially, the period of four consecutive calendar weeks ending on the second Saturday after the last “Variance Testing Period” under the Priming Facility Credit Agreement prior to the occurrence of the Priming Facility Discharge and (y) thereafter, the period of four consecutive calendar weeks ending each second Saturday thereafter.

“VAT” means:

(i) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

“VAT Receiver” has the meaning assigned to such term in Section 3.03(i).

“VoIP” means interconnected Voice over Internet Protocol services as that term is defined in Title 47, Part 9 of the Code of Federal Regulations.

“Voting Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person, and the holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or other similar governing body of such Person.

“Waivable Mandatory Prepayment” has the meaning given thereto in Section 2.13(i).

“Withdrawal Date” has the meaning given thereto in Section 7.16(d).

“Withholding Agent” means any Credit Party and the Administrative Agent and, with respect to U.S. federal income taxes, any other applicable withholding agent.


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Section 1.03 Accounting Terms. Except as otherwise specifically provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the U.S. Borrower notifies the Administrative Agent and the Lenders that the U.S. Borrower wishes to amend any financial ratio or requirement to eliminate the effect of any change in GAAP that occurs after the Closing Date on the operation of such financial ratio or requirement (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders (or the Required Revolving Lenders with respect to any financial ratio contemplated under Section 7.07) wish to amend any financial ratio or requirement for such purpose), then the U.S. Borrower’s compliance with such financial ratio or requirement shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such financial ratio or requirement is amended in a manner satisfactory to the U.S. Borrower, the Administrative Agent and the Required Lenders (or Required Revolving Lenders as the case may be), the U.S. Borrower, the Administrative Agent and the Lenders agreeing to enter into good faith negotiations to amend any such financial ratio or requirement promptly upon receipt from any party entitled to send such notice. Notwithstanding the foregoing, (A) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (B) all leases of the U.S. Borrower and its Restricted Subsidiaries that were treated as operating leases in accordance with GAAP on the Closing Date shall continue to be treated as operating leases for purposes of the financial definitions contained herein, regardless of any change in GAAP after the Closing Date that would otherwise require such operating leases to be treated as Capital Leases; provided that the U.S. Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement which include a reconciliation showing such treatment before and after giving effect to such change in GAAP.

Section 1.04 Terms Generally.


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reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all Real Property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

(b) Notwithstanding anything to the contrary contained herein, for purposes of any determination under Article VI and Article VII and the calculation of compliance with any financial ratio for purposes of determining financial covenant compliance or taking any action hereunder or other transaction, event or circumstance, or any other determination under any other provision of this Agreement not covered elsewhere in this Section 1.04(b) (any of the foregoing, a “specified transaction”), in a currency other than Dollars, (i) the Dollar Amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by a publicly available service for displaying exchange rates customarily referenced by the Administrative Agent for such foreign currency, as in effect at 11:00 A.M. (New York time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) pursuant to any Permitted Refinancing of Indebtedness denominated in a currency other than Dollars, and the relevant Permitted Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Permitted Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness following such Permitted Refinancing (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness subject to such Permitted Refinancing, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such Permitted Refinancing, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 7.04 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in this Section.


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Section 1.05 Additional Approved Currencies.

(a) The U.S. Borrower may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Approved Currency”; provided that (i) such requested currency is a lawful currency that is readily transferable and readily convertible into Dollars in the London interbank market and (ii) dealings in deposits in such requested currency are carried on in the London interbank market. Such request shall be subject to the reasonable approval of the Administrative Agent and the Revolving Lenders; and, in the case of any such request with respect to the issuance of Letters of Credit, such request shall also be subject to the reasonable approval of the applicable LC Issuer.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m. (London time), five (5) Business Days prior to the date of the desired Borrowing or issuance of a Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable LC Issuer, in its or their sole discretion). In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall also promptly notify the applicable LC Issuer thereof. Each Revolving Lender and the applicable LC Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m. (London time), two (2) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Revolving Lender or an LC Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender or LC Issuer, as the case may be, to permit Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Lenders consent to making Revolving Loans in such requested currency, the Administrative Agent shall so notify the U.S. Borrower and such currency shall thereupon be deemed for all purposes to be an Approved Currency hereunder for purposes of any Borrowing of Revolving Loans; and if the applicable LC Issuer also consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the U.S. Borrower and such currency shall thereupon be deemed for all purposes to be an Approved Currency hereunder for purposes of any Letter of Credit issuances by such LC Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the U.S. Borrower.

Section 1.06 Exchange Rates.

(a) Not later than 1:00 p.m. on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to any Approved Foreign Currency and (ii) give written notice thereof to the Lenders and the U.S. Borrower. The Exchange Rate so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) or other date of determination, shall remain effective until the next


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succeeding Reset Date, and shall for purposes of this Agreement (other than any provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in determining the Dollar Amount of any Loan or Letter of Credit denominated in an Approved Foreign Currency.

(b) Not later than 5:00 p.m. on each Reset Date and on each date on which Loans are made or Letters of Credit are issued in an Approved Foreign Currency, the Administrative Agent shall (i) determine the Dollar Amount of the Loans, Letters of Credit, Revolving Facility Exposure, Aggregate Credit Facility Exposure, Aggregate Revolving Facility Exposure, Aggregate Foreign Currency Exposure and LC Outstandings then outstanding (after giving effect to all Revolving Loans repaid and all reimbursements of Unpaid Drawings made concurrently with the making of any Revolving Loans) and (ii) notify the Lenders and the U.S. Borrower of the results of such determination.

Section 1.07 Swedish Terms.

In this Agreement, where it relates to a Swedish entity, a reference to (a) a composition, assignment or similar arrangement with any creditor includes a företagsrekonstruktion, konkursförfarande or ackordsuppgörelse under the Swedish Bankruptcy Act (konkurslagen) or the Swedish Reorganisation Act (lag om fõretagsrekonstruktion) (as the case may be), (b) a compulsory manager, receiver, administrator includes a konkursförvaltare, företagsrekonstruktör or likvidator under Swedish law, (c) gross negligence means grov vårdslöshet under Swedish law, (d) a guarantee includes any garanti under Swedish law which is independent from the debt to which it relates and any borgen under Swedish law which is accessory to or dependant on the debt to which it relates, (e) merger includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act (aktiebolagslagen) and (f) a winding up, administration or dissolution includes a frivillig likvidation or tvångslikvidation under Chapter 25 of the Swedish Companies Act (aktiebolagslagen).

ARTICLE II.

THE TERMS OF THE CREDIT FACILITY

Section 2.01 Establishment of the Credit Facilities. On the Closing Date, and subject to and upon the terms and conditions set forth in this Agreement and the other Loan Documents, the Administrative Agent, the Lenders and each LC Issuer agree to establish the Credit Facilities for the benefit of the Borrowers; provided, however, that at no time will the Credit Facility Exposure of any Lender exceed the aggregate amount of such Lender’s Commitment.

Section 2.02 Revolving Facility. During the Revolving Facility Availability Period, each Revolving Lender severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a Revolving Loan or Revolving Loans to the U.S. Borrower from time to time pursuant to such Lender’s Revolving Commitment, which Revolving Loans: (i) may, except as set forth herein, at the option of the U.S. Borrower, be incurred and maintained as, or Converted into, Revolving Loans that are Eurocurrency Loans denominated in any Approved Currency or Base Rate Loans denominated in Dollars; (ii) may be repaid or prepaid and reborrowed in accordance with the


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provisions hereof; and (iii) shall not be made if, after giving effect to any such Revolving Loan, (A) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (B) the Aggregate Revolving Facility Exposure would exceed the Total Revolving Commitment, (C) the Aggregate Foreign Currency Exposure with respect to Revolving Loans and Letters of Credit denominated in Approved Foreign Currencies would exceed the Approved Foreign Currency Sublimit, or (D) the U.S. Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c)(ii) or (iii). The Revolving Loans to be made by each Lender will be made by such Lender on a pro rata basis based upon such Lender’s Revolving Facility Percentage of each Revolving Borrowing, in each case in accordance with Section 2.07 hereof.

Section 2.03 Term Loans.

(a) On the Closing Date, each Closing Date U.S. Term Lender that has a Closing Date U.S. Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make a term loan denominated in Dollars (each a “Closing Date U.S. Term Loan”) to the U.S. Borrower pursuant to such Closing Date U.S. Term Lender’s Closing Date U.S. Term Commitment. The Closing Date U.S. Term Loans shall not exceed (A) for any Closing Date U.S. Term Lender at the time of incurrence thereof the amount of such Closing Date U.S. Term Lender’s Closing Date U.S. Term Commitment and (B) for all the Closing Date U.S. Term Lenders at the time of incurrence thereof the aggregate amount of the Closing Date U.S. Term Commitments of all Closing Date U.S. Term Lenders. The Closing Date U.S. Term Loans to be made by each Closing Date U.S. Term Lender will be made by such Closing Date U.S. Term Lender in the aggregate amount of its Closing Date U.S. Term Commitment in accordance with Section 2.07 hereof.

(b)

(i) On the Closing Date, each Closing Date EMEA Term Lender that has a Closing Date EMEA Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make term loans denominated in Euro (each a “Closing Date EMEA Term Loan”) to the EMEA Borrower pursuant to such Closing Date EMEA Term Lender’s Closing Date EMEA Term Commitment. The Closing Date EMEA Term Loans shall not exceed (A) for any Closing Date EMEA Term Lender at the time of incurrence thereof the amount of such Closing Date EMEA Term Lender’s Closing Date EMEA Term Commitment and (B) for all the Closing Date EMEA Term Lenders at the time of incurrence thereof the aggregate amount of the Closing Date EMEA Term Commitments of all Closing Date EMEA Term Lenders. The Closing Date EMEA Term Loans to be made by each Closing Date EMEA Term Lender will be made by such Closing Date EMEA Term Lender in the aggregate amount of its Closing Date EMEA Term Commitment in accordance with Section 2.07 hereof.

(ii) On the Amendment No. 2 Effective Date, each 2020 EMEA Term Lender that has a 2020 EMEA Term Commitment severally, and not jointly, agrees, on the terms and conditions set forth in this Agreement, to make term loans denominated in Dollars (each a “2020 EMEA Term Loan”) to the EMEA Borrower pursuant to such 2020 EMEA Term Lender’s 2020


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EMEA Term Commitment. The 2020 EMEA Term Loans shall not exceed (A) for any 2020 EMEA Term Lender at the time of incurrence thereof the amount of such 2020 EMEA Term Lender’s 2020 EMEA Term Commitment and (B) for all the 2020 EMEA Term Lenders at the time of incurrence thereof the aggregate amount of the 2020 EMEA Term Commitments of all 2020 EMEA Term Lenders. The 2020 EMEA Term Loans to be made by each 2020 EMEA Term Lender will be made by such 2020 EMEA Term Lender in the aggregate amount of its 2020 EMEA Term Commitment in accordance with Section 2.07 hereof.

(c) With respect to all Term Loans, such Term Loans (i) once prepaid or repaid, may not be reborrowed; (ii) may, except as set forth herein, at the option of the Applicable Borrower, (x) in the case of U.S. Term Loans, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurocurrency Loans denominated in Dollars, (y) in the case of EMEA Term Loans that are not 2020 EMEA Term Loans, be incurred and maintained as, or Converted into, Term Loans that are Eurocurrency Loans denominated in Euro, and (z) in the case of 2020 EMEA Term Loans, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurocurrency Loans denominated in Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; and (iii) shall be repaid in accordance with Section 2.13(b).

Section 2.04 [Reserved.]

Section 2.05 Letters of Credit.

(a) LC Issuances. During the Revolving Facility Availability Period, the U.S. Borrower may request an LC Issuer at any time and from time to time to issue, for the account of an eligible LC Obligor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in an Approved Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Revolving Facility Exposure would exceed the Total Revolving Commitment, (iv) the Aggregate Foreign Currency Exposure with respect to Revolving Loans and Letters of Credit denominated in Approved Foreign Currencies would exceed the Approved Foreign Currency Sublimit or (v) the U.S. Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c)(ii) or (iii) hereof; and provided, further, that the U.S. Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Restricted Subsidiary that is not a U.S. Borrower Guarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof, or (z) ten (10) Business Days prior to the latest Revolving Facility Termination Date. Each Existing Letter of Credit shall be deemed to be a Letter of Credit issued under this Agreement and entitled to the benefits of a Letter of Credit issued hereunder. Upon such Existing Letters of Credit becoming Letters of Credit hereunder on the Closing Date, the U.S. Borrower or the applicable Subsidiary


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shall be and shall be treated as the account party thereunder for all purposes hereunder and all provisions of this Section 2.05 shall apply correspondingly.

(b) LC Requests. Whenever the U.S. Borrower desires that a Letter of Credit be issued for its account or the account of any eligible LC Obligor, the U.S. Borrower shall give the Administrative Agent and the applicable LC Issuer written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) which, if in the form of written notice, shall be substantially in the form of Exhibit B-3 (each such request, an “LC Request”), or transmit by electronic communication (if arrangements for doing so have been approved by the applicable LC Issuer), prior to 11:00 A.M. (local time at the Notice Office) at least three (3) Business Days (or such shorter period as may be acceptable to the relevant LC Issuer in its reasonable discretion) prior to the proposed date of issuance (which shall be a Business Day), which LC Request shall include such supporting documents that such LC Issuer customarily requires in connection therewith (including, in the case of a Letter of Credit for an account party other than the U.S. Borrower, an application for, and if applicable a reimbursement agreement with respect to, such Letter of Credit). In the event of any inconsistency between any of the terms or provisions of any LC Document and the terms and provisions of this Agreement respecting Letters of Credit, the terms and provisions of this Agreement shall control.

(c) Auto-Renewal Letters of Credit. If an LC Obligor so requests in any applicable LC Request, each LC Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions; provided, however, that any Letter of Credit that has automatic renewal provisions must permit such LC Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior written notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once any such Letter of Credit that has automatic renewal provisions has been issued, the Lenders shall be deemed to have authorized (but may not require) such LC Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than ten (10) Business Days prior to the latest Revolving Facility Termination Date; provided, however, that such LC Issuer shall not permit any such renewal if (i) such LC Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is two (2) Business Days before the date that such LC Issuer is permitted to send a notice of non-renewal from the Administrative Agent, any Lender or the U.S. Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(d) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the applicable LC Issuer and the applicable LC Obligor, when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance (including the International Chamber of Commerce’s decision published by the Commission on Banking Technique and Practice on April 6, 1998 regarding the European single currency (euro)) shall apply to each Commercial Letter of Credit.


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(e) Notice of LC Issuance. Each LC Issuer shall, on the date of each LC Issuance by it, give the Administrative Agent, each applicable Lender and the U.S. Borrower written notice of such LC Issuance, accompanied by a copy to the Administrative Agent of the Letter of Credit or Letters of Credit issued by it. Each LC Issuer shall provide to the Administrative Agent a quarterly (or monthly if requested by any applicable Lender) summary describing each Letter of Credit issued by such LC Issuer and then outstanding and an identification for the relevant period of the daily aggregate LC Outstandings represented by Letters of Credit issued by such LC Issuer.

(f) Reimbursement Obligations.

The U.S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid


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Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

Obligations Absolute. Each LC Obligor’s obligation under this Section to reimburse each LC Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that such LC Obligor may have or have had against such LC Issuer, the Administrative Agent or any Lender, including any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no LC Obligor shall be obligated to reimburse an LC Issuer for any wrongful payment made by such LC Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such LC Issuer.

(g) LC Participations.

Immediately upon each LC Issuance, the LC Issuer of such Letter of Credit shall be deemed to have sold and transferred to each Lender with a Revolving Commitment, and each such Lender (each an “LC Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such LC Issuer, without recourse or warranty, an undivided interest and participation (an “LC Participation”), to the extent of such Lender’s Revolving Facility Percentage of the Stated Amount of such Letter of Credit in effect at such time of issuance, in such Letter of Credit (including, for the avoidance of doubt, the Existing Letters of Credit), each substitute Letter of Credit, each drawing made thereunder, the obligations of any LC Obligor under this Agreement with respect thereto (although LC Fees relating thereto shall be payable directly to the Administrative Agent for the account of the Lenders as provided in Section 2.11 and the LC Participants shall have no right to receive any portion of any fees of the nature contemplated by Section 2.11(c) or Section 2.11(e)), the obligations of any LC Obligor under any LC Documents pertaining thereto, and any security for, or guaranty pertaining to, any of the foregoing.

In determining whether to pay under any Letter of Credit, an LC Issuer shall not have any obligation relative to the LC Participants other than to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an LC Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such LC Issuer any resulting liability.

If an LC Issuer makes any payment under any Letter of Credit and the applicable LC Obligor shall not have reimbursed such amount in full to such LC Issuer pursuant to Section 2.05(f), such LC Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each LC Participant of such failure, and each LC Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such LC Issuer, the amount of such LC Participant’s Revolving Facility Percentage of such payment in Dollars (in the case of any Letter of Credit


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denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is made by the LC Issuer) and in same-day funds; provided, however, that no LC Participant shall be obligated to pay to the Administrative Agent its Revolving Facility Percentage of such unreimbursed amount for any wrongful payment made by such LC Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such LC Issuer. If the Administrative Agent so notifies any LC Participant required to fund a payment under a Letter of Credit prior to 11:00 A.M. (local time at its Notice Office) on any Business Day, such LC Participant shall make available to the Administrative Agent for the account of the relevant LC Issuer such LC Participant’s Revolving Facility Percentage of the amount of such payment on such Business Day in same-day funds. If and to the extent such LC Participant shall not have so made its Revolving Facility Percentage of the amount of such payment available to the Administrative Agent for the account of the relevant LC Issuer, such LC Participant agrees to pay to the Administrative Agent for the account of such LC Issuer, forthwith on demand, such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such LC Issuer at the Federal Funds Effective Rate. The failure of any LC Participant to make available to the Administrative Agent for the account of the relevant LC Issuer its Revolving Facility Percentage of any payment under any Letter of Credit shall not relieve any other LC Participant of its obligation hereunder to make available to the Administrative Agent for the account of such LC Issuer its Revolving Facility Percentage of any payment under any Letter of Credit on the date required, as specified above, but no LC Participant shall be responsible for the failure of any other LC Participant to make available to the Administrative Agent for the account of such LC Issuer such other LC Participant’s Revolving Facility Percentage of any such payment.

Whenever an LC Issuer receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such LC Issuer any payments from the LC Participants pursuant to subpart (iii) above, such LC Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each LC Participant that has paid its Revolving Facility Percentage thereof, in same-day funds, an amount equal to such LC Participant’s Revolving Facility Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective LC Participations, as and to the extent so received.

The obligations of the LC Participants to make payments to the Administrative Agent for the account of each LC Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances:

(A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(B) the existence of any claim, set-off defense or other right that any LC Obligor may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be


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acting), the Administrative Agent, any LC Issuer, any Lender, or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the applicable LC Obligor and the beneficiary named in any such Letter of Credit), other than any claim that the applicable LC Obligor may have against any applicable LC Issuer for gross negligence or willful misconduct of such LC Issuer in making payment under any applicable Letter of Credit;

(C) any draft, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

(E) the occurrence of any Default or Event of Default.

To the extent any LC Issuer is not indemnified by the U.S. Borrower or any LC Obligor, the LC Participants will reimburse and indemnify such LC Issuer, in proportion to their respective Revolving Facility Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred by such LC Issuer in performing its respective duties in any way related to or arising out of LC Issuances by it; provided, however, that no LC Participants shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements resulting from such LC Issuer’s gross negligence or willful misconduct.

Section 2.06 Notice of Borrowing.

(a) Time of Notice. Each Borrowing of a Loan (other than (x) a Borrowing on the Closing Date which notice must be received by the Administrative Agent prior to 12:00 p.m., New York City time, on the Business Day prior to the Closing Date or (y) Continuation or Conversion) shall be made upon notice in the form provided for below which shall be provided by the Applicable Borrower to the Administrative Agent at its Notice Office not later than (i) in the case of each Borrowing of a Eurocurrency Loan, 11:00 A.M. (local time at its Notice Office) at least three (3) Business Days’ prior to the date of such Borrowing, and (ii) in the case of each Borrowing of a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice Office) on the proposed date of such Borrowing.

(b) Notice of Borrowing. Each request for a Borrowing (other than a Continuation or Conversion) shall be made by an Authorized Officer of the Applicable Borrower by delivering written notice of such request substantially in the form of Exhibit B-1 hereto (each such notice, a “Notice of Borrowing”) or by telephone (to be confirmed promptly (and in any event on the day of such telephonic notice) in writing by delivery by an Authorized Officer of the Applicable Borrower of a Notice of Borrowing), and in any event each such request shall be irrevocable and shall specify (i) whether such


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Borrowing is to be a Borrowing of Closing Date EMEA Term Loans, 2020 EMEA Term Loans, U.S. Term Loans, Revolving Loans, Incremental Term Loans or Incremental Revolving Loans, (ii) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (iii) the date of the Borrowing (which shall be a Business Day), (iv) the Type and, in the case of Revolving Loans and/or Letters of Credit, Approved Currency of Loans such Borrowing will consist of, and (v) if applicable, the initial Interest Period. Without in any way limiting the obligation of the Applicable Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Applicable Borrower entitled to give telephonic notices under this Agreement on behalf of the Applicable Borrower. In each such case, the Administrative Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.

(c) Minimum Borrowing Amount. The aggregate principal amount of each Borrowing by the Applicable Borrower shall not be less than the Minimum Borrowing Amount.

(d) Maximum Borrowings. More than one Borrowing may be incurred by a Borrower on any day; provided, however, that (i) if there are two (2) or more Borrowings on a single day (other than with respect to a Term Borrowing made on the Closing Date) by any Borrower that consist of Eurocurrency Loans, each such Borrowing shall have a different initial Interest Period, and (ii) at no time shall there be more than ten (10) Borrowings of Eurocurrency Loans outstanding hereunder.

Section 2.07 Funding Obligations; Disbursement of Funds.

(a) Several Nature of Funding Obligations. The Commitments of each Lender hereunder and the obligation of each Lender to make Loans and acquire and fund LC Participations are several and not joint obligations. No Lender shall be responsible for any default by any other Lender in its obligation to make Loans or fund any participation hereunder and each Lender shall be obligated to make the Loans provided to be made by it and fund its participations required to be funded by it hereunder, regardless of the failure of any other Lender to fulfill any of its Commitments hereunder. Nothing herein and no subsequent termination of the Commitments pursuant to Section 2.12 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder and in existence from time to time or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder.

(b) Borrowings Pro Rata. All Loans hereunder shall be made as follows: (i) all Revolving Loans made, and LC Participations acquired by each Lender, shall be made or acquired, as the case may be, on a pro rata basis based upon each Lender’s Revolving Facility Percentage of the amount of such Revolving Borrowing or Letter of Credit in effect on the date the applicable Revolving Borrowing is to be made or the Letter of Credit is to be issued; and (ii) all Term Loans of any Class shall be made by the Lenders having Term Commitments of such Class pro rata on the basis of their respective Term Commitments of such Class.


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(c) Notice to Lenders. The Administrative Agent shall promptly give each Lender, as applicable, written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, or Conversion or Continuation thereof, and LC Issuance, and of such Lender’s proportionate share thereof or participation therein and of the other matters covered by the Notice of Borrowing, Notice of Continuation or Conversion, or LC Request, as the case may be, relating thereto.

(d) Funding of Loans. No later than 2:00 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender will make available its amount, if any, of each Borrowing requested to be made on such date to the Administrative Agent at the Payment Office in the applicable Approved Currency and in immediately available funds and the Administrative Agent promptly will make available to the Applicable Borrower by depositing to its account at the Payment Office (or such other account as such Borrower shall specify) the aggregate of the amounts so made available in the type of funds received.

(e) Advance Funding. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made the same available to the Applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Applicable Borrower, and the Applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent at a rate per annum equal to (i) if paid by such Lender, the overnight Federal Funds Effective Rate or (ii) if paid by such Borrower, the then applicable rate of interest, calculated in accordance with Section 2.09, for the respective Loans (but without any requirement to pay any amounts in respect thereof pursuant to Section 3.02).

Section 2.08 Evidence of Obligations.

(a) Loan Accounts of Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Obligations of the Applicable Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.


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(b) Loan Accounts of the Administrative Agent; Lender Register. The Administrative Agent shall maintain accounts in which it shall record: (i) the amount of each Loan and Borrowing made hereunder, the Type and Class thereof, the currency in which such Loan is denominated, the Interest Period and applicable interest rate; (ii) the amount and other details with respect to each Letter of Credit issued hereunder; (iii) the amount of any principal due and payable or to become due and payable from any Borrower to each Lender hereunder; (iv) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof; and (v) the other details relating to the Loans, Letters of Credit and other Obligations. In addition, the Administrative Agent shall maintain a register (the “Lender Register”) on or in which it will record the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loan owing to, each Lender, pursuant to the terms hereof from time to time. The entries in the Lender Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Lender Register pursuant to the terms hereof as a Lender for all purposes of this Agreement. The Administrative Agent will make the Lender Register available to any Lender (with respect to such Lender’s own interest only) or any Borrower, at any reasonable time and from time to time upon reasonable prior notice.

(d) Notes. Upon reasonable written request of any Lender, the Applicable Borrower will execute and deliver to such Lender (i) a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence such Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Lender and (ii) a Term Note with blanks appropriately completed in conformity herewith to evidence its obligation to pay the principal of, and interest on, the applicable Term Loan made to it by such Lender; provided, however, that the decision of any Lender to not request a Note shall in no way detract from such Borrower’s obligation to repay the applicable Loans and other amounts owing by such Borrower to such Lender.

Section 2.09 Interest; Default Rate.

(a) Interest on Revolving Loans. The outstanding principal amount of each Revolving Loan denominated in Dollars made by each Lender shall bear interest at a fluctuating rate per annum that shall at all times be equal to (i) during such periods as such Revolving Loan is a Base Rate Loan, the Base Rate plus the Applicable Revolving Loan Margin in effect from time to time and (ii) during such periods as such Revolving Loan is a Eurocurrency Loan, the relevant Adjusted Eurocurrency Rate for such Eurocurrency Loan for the applicable Interest Period plus the Applicable Revolving Loan Margin in effect from time to time. The outstanding principal amount of each Revolving Loan denominated in an Approved Foreign Currency made by each Lender shall bear interest at a fluctuating rate per annum that


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shall at all times be equal to the relevant Adjusted Eurocurrency Rate for such Eurocurrency Loan for the applicable Interest Period plus the Applicable Revolving Loan Margin in effect from time to time.

(b) Interest on Term Loans.

(i) The outstanding principal amount of each U.S. Term Loan made by each Lender shall bear interest at a fluctuating rate per annum that shall at all times be equal to (x) during such periods as such Term Loan is a Base Rate Loan, the Base Rate plus the Applicable Term Loan Margin in effect from time to time, and (y) during such periods as such Term Loan is a Eurocurrency Loan, the relevant Adjusted Eurocurrency Rate for such Eurocurrency Loan for the applicable Interest Period plus the Applicable Term Loan Margin in effect from time to time.

(ii) The outstanding principal amount of each EMEA Term Loan that is not a 2020 EMEA Term Loan made by each Lender shall bear interest at a fluctuating rate per annum that shall at all times be equal to the relevant Adjusted Eurocurrency Rate for such Eurocurrency Loan for the applicable Interest Period plus the Applicable Term Loan Margin in effect from time to time.

(iii) The outstanding principal amount of each 2020 EMEA Term Loan made by each Lender shall bear interest at a fluctuating rate per annum that shall at all times be equal to (x) during such periods as such Term Loan is a Base Rate Loan, the Base Rate plus the Applicable Term Loan Margin in effect from time to time, and (y) during such periods as such Term Loan is a Eurocurrency Loan, the relevant Adjusted Eurocurrency Rate for such Eurocurrency Loan for the applicable Interest Period plus the Applicable Term Loan Margin in effect from time to time

(d) Default Interest. Notwithstanding the above provisions, if (x) any Event of Default other than a Specified Event of Default has occurred and is continuing, then upon written notice by the Administrative Agent (which notice the Administrative Agent shall give at the direction of the Required Lenders), or (y) any Specified Event of Default has occurred and is continuing, then automatically: the overdue principal amount of all Loans outstanding shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable Debtor Relief Laws) payable on demand, at a rate per annum equal to the Default Rate.

(e) Accrual and Payment of Interest. Interest shall accrue from and including the date of any Borrowing to but excluding the date of any prepayment or repayment thereof and shall be payable by the Applicable Borrower: (i) in respect of each Base Rate Loan, quarterly in arrears on the last Business Day of each March, June, September and December: (ii) in respect of each Eurocurrency Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three (3) months, on the dates that are successively three (3) months after the commencement of such Interest Period; and (iii) in respect of all Loans, other than Revolving Loans accruing interest at a Base Rate, on any repayment, prepayment or Conversion (on the amount repaid, prepaid or Converted), at maturity


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(whether by acceleration or otherwise), and, after such maturity or, in the case of any interest payable pursuant to Section 2.09(c), on demand.

(g) Information as to Interest Rates. The Administrative Agent, upon determining the interest rate for any Borrowing, shall promptly notify the Applicable Borrower and the Lenders of the applicable Class thereof, and the Administrative Agent will promptly provide notice of such determinations to the Applicable Borrower and the Lenders of the applicable Class. Any such determination by the Administrative Agent shall be conclusive and binding absent manifest error.

(i) the applicable interest rate/fee in relation to that interest/fee payment shall be (i) the interest rate/fee which would have applied to that interest payment/fee (as provided for in Section 2.09(a) and Section 2.09(b) or otherwise in this Agreement in the absence of this Section 2.09(h) divided by (ii) one (1) minus the rate at which the relevant Tax deduction is required to be made (where the rate at which the relevant Tax deduction is required to be made is for this purpose expressed as a fraction of one (1) rather than as a percentage); and

(ii) the relevant Credit Party shall be obliged:

(A) to pay the relevant interest/fee at the adjusted rate in accordance with sub-section (i) above; and

(B) to make the Tax deduction on the interest/fee so recalculated; and


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authorisation to make interest payments without them being subject to Swiss Withholding Tax or to allow the Administrative Agent and the other Recipients to prepare claims for the refund of any Swiss Withholding Tax so deducted.

(i) Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document:

(i) Replacing LIBOR and EURIBOR. On March 5, 2021 ICE Benchmark Administration (“IBA”), the entity that calculates and publishes LIBOR and EURIBOR, and the U.K. Financial Conduct Authority (“FCA”), the regulatory supervisor of IBA, made public statements regarding the future cessation of LIBOR. According to the FCA, IBA will permanently cease publication of (i) all Sterling, EUR, CHF and JPY LIBOR settings, and the 1-week and 2-month USD LIBOR settings following the publication of such settings on December 31, 2021, and (ii) the overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR settings, immediately following the publication of such settings on June 30, 2023. As a consequence, (x) on January 1, 2022, each applicable Benchmark Replacement will replace all LIBOR settings for any Loans denominated in Sterling and EUR and any option to select 2-month USD LIBOR will no longer be available and (y) on the earliest of (i) July 1, 2023, (ii) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (iii) the Early Opt-in Effective Date, with respect to Loans denominated in Dollars, if the then-current Benchmark is USD LIBOR, the applicable Benchmark Replacement will replace such Benchmark, in the case of both clauses (x) and (y), for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action by or consent of any other party to, this Agreement or any other Loan Document. If the Benchmark Replacement for Loans denominated in Dollars ,Sterling or EUR is Daily Simple SOFR or Daily Simple SONIA, respectively, all interest payments in respect of such Loans will be payable on a quarterly basis.

(ii) Replacing Other Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above in clause (i)) with respect to any Benchmark, the applicable Benchmark will be replaced with the applicable Benchmark Replacement for all purposes hereunder and under any Loan Document in respect of any Benchmark setting on the later of (i) 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrowers or (ii) such other date as may be determined by the Administrative Agent, in each case, without any further action or consent of any other party to this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time (or, in the case of clause (ii) above, such time as may be specified by the Administrative Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the Borrowers), written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders; provided, however, that in the event that the then-current


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Benchmark with respect to Dollar denominated Loans is not a SOFR-based rate, then the Benchmark Replacement shall be determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement’ unless the Administrative Agent has determined that neither of such alternative rates is available. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrowers may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the applicable Benchmark will not be used in any determination of Base Rate.

(i) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the U.S. Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the U.S. Borrower or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or

(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the benchmark rates used in the Adjusted Eurocurrency Rate, Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement (whether in connection with the replacement of LIBOR or any future Benchmark), the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.


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(iv) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section including, without limitation, any determination with respect to a tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section, and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually by each party hereto.

(v) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-current Benchmark is a term rate (including Term SOFR, Term ESTR, or USD LIBOR, or any alternate rate selected in an Early Opt-in Election), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark Replacement) settings and (ii) if such tenor becomes available or representative, the Administrative Agent may reinstate any previously removed tenor for such Benchmark (including any Benchmark Replacement) settings.

(vi) Certain Defined Terms. As used in this Section:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Benchmark” means, initially, each Relevant Rate; provided that if a replacement for the Benchmark has occurred pursuant to this Section, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

(1) for purposes of clause (i) of this Section, the first alternative for Loans denominated in the applicable Approved Currency set forth below that can be determined by the Administrative Agent for the applicable Benchmark; provided, that, with respect to any Loan denominated in any other Approved Currency,


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“Benchmark Replacement” shall mean the alternative set forth in clause (2) below:

(a) in the case of Loans denominated in Dollars,

(x) the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration; provided, that, if the Borrowers have provided a notification to the Administrative Agent in writing on or prior to the date on which the Benchmark Replacement will become effective that the Borrowers have a Hedge Agreement in place with respect to any of the Loans as of the date of such notice (which such notification the Administrative Agent shall be entitled to rely upon and shall have no duty or obligation to ascertain the correctness or completeness of), then the Administrative Agent, in its sole discretion, may decide not to determine the Benchmark Replacement pursuant to this clause (1)(a)(x) for such Benchmark Transition Event or Early Opt-in Election, as applicable; or

(y) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment for an Available Tenor of three-month’s duration (0.26161% (26.161 basis points));

provided, however, that if an Early Opt-in Election has been made, the Benchmark Replacement will be the benchmark selected in connection with such Early Opt-in Election; and

(b) in the case of Loans denominated in Sterling, the sum of (i) Daily Simple SONIA and (ii) the related Benchmark Replacement Adjustment;

(x) the sum of (i) Term ESTR and (ii) the related Benchmark Replacement Adjustment; or

(y) the sum of (i) Daily Simple ESTR and (ii) the related Benchmark Replacement Adjustment; or

(2) for purposes of clause (ii) of this Section and for any other Approved Currency, the sum of: (a) the alternate benchmark rate selected by the Administrative Agent as the replacement for the relevant then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving


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or then-prevailing market convention for determining a benchmark rate as a replacement for the relevant then-current Benchmark for syndicated credit facilities denominated in the applicable Approved Currency at such time and (b) the related Benchmark Replacement Adjustment;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for all purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of a then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of sub-clauses (b) and (c) of clause (1) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (2) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Approved Currency at such time;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,”, the definition of “Adjusted Eurocurrency Rate”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark (other than LIBOR), the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple ESTR” means, for any day, ESTR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple ESTR” for business loans; provided that, if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


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“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Daily Simple SONIA” means, for any day, SONIA, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SONIA” for business loans; provided that, if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the U.S. Borrower may amend this Agreement to replace the Adjusted Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes and any such amendment shall become effective at“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the U.S. Borrower unless, prior to such time,date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.

“Early Opt-in Election” means the occurrence of:

(1) a notification by the Administrative Agent to each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time incorporate or adopt (as a result of amendment or as originally executed) either a SOFR-based rate (including SOFR, Term SOFR or any other rate based upon SOFR) as a benchmark rate or an alternate benchmark interest rate to replace USD LIBOR (and such syndicated credit facilities are identified in such notice and are publicly available for review), and


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(2) the joint election by the Administrative Agent and the Borrowers to trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

“ESTR” means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator on the ESTR Administrator’s Website.

“ESTR Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate).

“ESTR Administrator’s Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to each Relevant Rate.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

If no Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the U.S. Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, (to the extent of the affected Eurocurrency Loans or Interest Periods), (ii) the Adjusted Eurocurrency Rate component shall no longer be utilized in determining the Base Rate, (iii) any Notice of Continuation or Conversion that requests the conversion of any Loan denominated in such effected currency to, or continuation of any Loan denominated in such currency as, a Eurocurrency Loan in such currency may be revoked by the Borrower and, if not revoked, any Eurocurrency Loan denominated in such currency that is requested to be continued (A) if such currency is the Dollar, shall be converted to Base Rate Loan on the last day of the Interest Period applicable thereto and (B) if such currency is an Approved Foreign Currency, shall bear interest at such rate as the Administrative Agent (acting on instructions of the Required Lenders) shall, acting in good faith, determine adequately and fairly reflects the cost to the Lenders or making or maintaining such Loans for the applicable Interest Period plus the applicable percentage set forth in the definition of “Applicable Term Loan Margin” or “Applicable Revolving Loan Margin” for Eurocurrency Loans and (iv) if any Notice of Borrowing requests a Eurocurrency Loan denominated in such effected currency, (A) if such currency is the Dollar, such Loans shall be made as Base Rate


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Loans and (B) if such currency is an Approved Foreign Currency, such Borrowing Request may be revoked by the Borrower and, if not revoked, such Loans shall bear interest at such rate as the Administrative Agent (acting on instructions of the Required Lenders) shall determine adequately and fairly reflects the cost to the Lenders or making or maintaining such Loans for the applicable Interest Period plus the applicable percentage set forth in the definition of “Applicable Term Loan Margin” or “Applicable Revolving Loan Margin” for Eurocurrency Loans. “Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) with respect to a Benchmark Replacement in respect of Loans denominated in Swiss Francs, the Swiss National Bank, or a committee officially endorsed or convened by the Swiss National Bank or, in each case, any successor thereto, (v) with respect to a Benchmark Replacement in respect of Loans denominated in Yen, the Bank of Japan, or a committee officially endorsed or convened by the Bank of Japan or, in each case, any successor thereto, and (vi) with respect to a Benchmark Replacement in respect of Loans denominated in any other Approved Currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate” means (i) with respect to any Eurocurrency Borrowing denominated in Dollars or Sterling, LIBOR, or (ii) with respect to any Eurocurrency Borrowing denominated in Euros, the EURIBOR Rate.

“SOFR” means, for any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org. (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time), on the immediately succeeding Business Day.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website.


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“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“Term ESTR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on ESTR that has been selected or recommended by the Relevant Governmental Body.

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“USD LIBOR” means the London interbank offered rate for U.S. dollars.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

(j) Benchmark Notification. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to LIBOR or EURIBOR or with respect to any alternative or successor benchmark thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.09(i), will be similar to, or produce the same value or economic equivalence of, LIBOR or any other benchmark or have the same volume or liquidity as did LIBOR or any other benchmark rate prior to its discontinuance or unavailability.

Section 2.10 Conversion and Continuation of Loans.

(a) Conversion and Continuation of Revolving Loans. Each Borrower shall have the right, subject to the terms and conditions of this Agreement, to elect to change or continue the Type of any Loans, as follows:

(i) in the case of Base Rate Loans, such Borrower may elect to Convert such Loans to Eurocurrency Loans denominated in Dollars as of any Business Day;

(ii) in the case of Eurocurrency Loans denominated in Dollars, such Borrower may, subject to Section 3.02, elect to (x) Convert all or a portion of such Eurocurrency Loans into a Borrowing or Borrowings of Base Rate Loans on any Business Day, and (y) Continue a Borrowing of such Eurocurrency Loans at the end of the applicable Interest Period as a new Borrowing of Eurocurrency Loans with a new Interest Period; and

(iii) in the case of any Eurocurrency Loans denominated in any Approved Currency, (x) Convert all or a portion of the outstanding principal amount of such Eurocurrency


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Loans of one Type made to it into a Borrowing or Borrowings of another Type of Eurocurrency Loans in such Approved Currency that can be made to it pursuant to this Agreement and (y) Continue a Borrowing of Eurocurrency Loans in any Approved Currency at the end of the applicable Interest Period as a new Borrowing of Eurocurrency Loans in such Approved Currency with a new Interest Period.

(b) Notice of Continuation and Conversion. Each Continuation or Conversion of a Loan shall be made upon notice in the form provided for below provided by the Applicable Borrower to the Administrative Agent at its Notice Office not later than (i) in the case of each Continuation of or Conversion into a Eurocurrency Loan, prior to 11:00 A.M. (local time at its Notice Office) at least three (3) Business Days’ prior to the date of such Continuation or Conversion, and (ii) in the case of each Conversion to a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice Office) on the proposed date of such Conversion. Each such request shall be made by an Authorized Officer of the Applicable Borrower delivering written notice of such request substantially in the form of Exhibit B-2 hereto (each such notice, a “Notice of Continuation or Conversion”) or by telephone (to be confirmed promptly (and in any event on the day of such telephonic notice) in writing by delivery by an Authorized Officer of the Applicable Borrower of a Notice of Continuation or Conversion), and in any event each such request shall be irrevocable and shall specify (A) the Borrowings to be Continued or Converted, (B) the date of the Continuation or Conversion (which shall be a Business Day), and (C) the Interest Period or, in the case of a Continuation, the new Interest Period. Without in any way limiting the obligation of the Applicable Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized Officer of the Applicable Borrower entitled to give telephonic notices under this Agreement on behalf of the Applicable Borrower. In each such case, the Administrative Agent’s record of the terms of such telephonic notice shall be conclusive absent manifest error.

Section 2.11 Fees.

(a) Commitment Fees. The U.S. Borrower agrees to pay to the Administrative Agent, for the ratable benefit of each Revolving Lender based upon each such Lender’s Revolving Facility Percentage, as consideration for the Revolving Commitments of the Lenders, commitment fees (the “Commitment Fees”) for the period from the Closing Date to, but not including, the Revolving Facility Termination Date, computed for each day at a rate per annum equal to (i) 0.50% times (ii) the Unused Total Revolving Commitment in effect on such day. Accrued Commitment Fees shall be due and payable in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date, commencing on the last Business Day of the first full calendar quarter commencing after the Closing Date. For purposes of computing Commitment Fees, a Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans of such Revolving Lender and such Revolving Lender’s share of any LC Outstandings.


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(b) LC Fees.

Standby Letters of Credit. The U.S. Borrower agrees to pay to the Administrative Agent, for the ratable benefit of each Revolving Lender with a Revolving Commitment based upon each such Lender’s Revolving Facility Percentage, a fee in respect of each Letter of Credit issued hereunder that is a Standby Letter of Credit for the period from the date of issuance of such Letter of Credit until the expiration date thereof (including any extensions of such expiration date that may be made at the election of the account party or the beneficiary), computed for each day at a rate per annum equal to (A) the Applicable Revolving Loan Margin for Revolving Loans that are Eurocurrency Loans denominated in the same currency as such Letter of Credit in effect on the date of issuance of such Letter of Credit times (B) the Stated Amount of such Letter of Credit on such day. The foregoing fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date.

Commercial Letters of Credit. The U.S. Borrower agrees to pay to the Administrative Agent for the ratable benefit of each Revolving Lender based upon each such Lender’s Revolving Facility Percentage, a fee in respect of each Letter of Credit issued hereunder that is a Commercial Letter of Credit in an amount equal to (A) the Applicable Revolving Loan Margin for Revolving Loans that are Eurocurrency Loans denominated in the same currency as such Letter of Credit in effect on the date of issuance times (B) the Stated Amount of such Letter of Credit. The foregoing fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date.

(c) Fronting Fees. The U.S. Borrower agrees to pay directly to each LC Issuer, for its own account, a fee in respect of each Letter of Credit issued by it, payable on the date of issuance (or any increase in the amount, or renewal or extension) thereof, computed at the rate of 1/8th of 1% per annum on the Stated Amount thereof for the period from the date of issuance (or increase, renewal or extension) to the expiration date thereof (including any extensions of such expiration date which may be made at the election of the beneficiary thereof).

(d) Upfront Fees. The Borrower agrees to pay to the Term Lenders, pro rata based on their respective Term Commitments on the Closing Date, for their respective accounts, upfront fees in an amount equal to 0.50% of the Total Term Loan Commitments on the Closing Date.

(e) Additional Charges of LC Issuer. The U.S. Borrower agrees to pay directly to each LC Issuer upon each LC Issuance, drawing under, or amendment, extension, renewal or transfer of, a Letter of Credit issued by it such amount as shall at the time of such LC Issuance, drawing under, amendment, extension, renewal or transfer be the processing charge that such LC Issuer is customarily charging for issuances of, drawings under or amendments, extensions, renewals or transfers of, letters of credit issued by it.


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(f) Administrative Agent Fees. The U.S. Borrower shall pay to the Administrative Agent, on the Closing Date and thereafter, for its own account, the administrative agent fees set forth in the Fee Letter.

(g) Computations and Determination of Fees. All computations of Commitment Fees, LC Fees and other Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days.

Section 2.12 Termination and Reduction of Revolving Commitments.

(a) Mandatory Termination of Revolving Commitments. All of the Revolving Commitments shall terminate on the Revolving Facility Termination Date.

(b) Mandatory Reduction of Revolving Commitments. On the date that any prepayment that is to be made pursuant to Sections 2.13(c)(iv), (v), (vi) or (vii) is required to be applied to prepay the outstanding principal amount of Revolving Loans, then on such date the Total Revolving Commitment shall be permanently reduced on such date in an amount equal to the amount of such required prepayment and any such reduction shall apply to proportionately (based on each Lender’s Revolving Facility Percentage) and permanently reduce the Revolving Commitment of each Lender. If the Total Revolving Commitment is reduced to any amount that is less than the LC Outstandings, the U.S. Borrower shall immediately Cash Collateralize the LC Outstandings to the extent of such excess.

(c) Voluntary Termination of the Total Revolving Commitment. Upon at least three (3) Business Days’ prior irrevocable written notice (or telephonic notice confirmed in writing) (unless such notice expressly conditions such termination upon consummation of a transaction which is contemplated to result in prepayment of the Loans, in which case such notice may be revoked by the U.S. Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the U.S. Borrower shall have the right to terminate in whole the Total Revolving Commitment; provided that (i) all outstanding Revolving Loans and Unpaid Drawings are contemporaneously prepaid in accordance with Section 2.13 and (ii) either there are no outstanding Letters of Credit or the U.S. Borrower shall contemporaneously cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to each LC Issuer and the Revolving Lenders) or shall Cash Collateralize all LC Outstandings.

(d) Partial Reduction of Total Revolving Commitment. Upon at least three (3) Business Days’ prior irrevocable written notice (or telephonic notice confirmed in writing) (unless such notice expressly conditions such reduction upon consummation of a transaction which is contemplated to result in prepayment of the Loans, in which case such notice may be revoked by the U.S. Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the U.S. Borrower shall have the right to partially and permanently


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reduce the Unused Total Revolving Commitment; provided, however, that (i) any such reduction shall apply to proportionately (based on each Lender’s Revolving Facility Percentage) and permanently reduce the Revolving Commitment of each Lender, (ii) such reduction shall apply to proportionately and permanently reduce the LC Commitment Amount, but only to the extent that the Unused Total Revolving Commitment would be reduced below any such limits, (iii) no such reduction shall be permitted if the U.S. Borrower would be required to make a mandatory prepayment of Loans pursuant to Section 2.13(c)(ii) or (iii), and any partial reduction shall be in the amount of at least $5,000,000 (or, if greater, in integral multiples of $1,000,000).

Section 2.13 Voluntary, Scheduled and Mandatory Prepayments of Loans.

(a) Voluntary Prepayments. Each Borrower shall have the right to prepay any of the Loans owing by it, in whole or in part, without premium or penalty, except as specified in subparts (g) and (h) below, from time to time. The Applicable Borrower shall give the Administrative Agent at the Notice Office written or telephonic notice (in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurocurrency Loans) the specific Borrowing(s) pursuant to which the prepayment is to be made, which notice shall be received by the Administrative Agent by (y) 11:00 A.M. (local time at the Notice Office) three (3) Business Days prior to the date of such prepayment, in the case of any prepayment of Eurocurrency Loans, or (z) 11:00 A.M. (local time at the Notice Office) on the date of such prepayment, in the case of any prepayment of Base Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the affected Lenders, provided that:

(i) each partial prepayment shall be in an aggregate principal amount of at least (A) in the case of any prepayment of a Eurocurrency Loan denominated in Dollars, $5,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $1,000,000, (B) in the case of any prepayment of a Base Rate Loan, $500,000 (or, if less, the full amount of such Borrowing), or an integral multiple of $100,000, (C) in the case of any Loan denominated in Euros, €5,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of €1,000,000 and (D) in the case of any Loan denominated in Sterling, £5,000,000 (or, if less, the full amount of such Borrowing), or an integral multiple of £1,000,000;

(i) no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and

(ii) in the case of any prepayment of Term Loans, such prepayment shall be applied in the manner directed by the U.S. Borrower; provided that in the absence of such direction, such prepayment shall be applied to the Term Loans in forward order of maturity.

(b) Scheduled Repayments of Term Loans.

(i) Closing Date Term Loans. (A) The U.S. Borrower shall repay the principal amount of the Closing Date U.S. Term Loans in equal quarterly installments of $4,425,000 each


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and (B) the EMEA Borrower shall (i) prior to the consummation of a sale of the Infrastructure Business pursuant to the Existingan Infrastructure Sale Agreement or a Qualifying Transaction, repay the principal amount of the Closing Date EMEA Term Loans made on the Closing Date in equal quarterly installments of €1,875,000 each, in each case, commencing on September 30, 2018 and continuing thereafter on the last day of each calendar quarter until the Initial Term Loan Maturity Date, on which date the entire remaining principal amount of the outstanding Term Loans shall be paid in full and (ii) from and after the consummation of a sale of the Infrastructure Business pursuant to the Existingan Infrastructure Sale Agreement or a Qualifying Transaction, repay the principal amount of the Closing Date EMEA Term Loans made on the Closing Date in equal quarterly installments, each in an amount equal to (x) the original principal amount of the Closing Date EMEA Term Loans outstanding after giving effect to any prepayment from proceeds of such a sale on the Infrastructure Disposition Prepayment Date, multiplied by (y) in the case of any quarterly installment date occurring prior to the second anniversary of the Infrastructure Disposition Prepayment Date, 1.25%, and in the case of any quarterly installment date occurring thereafter, 1.875%, and in each case, commencing on the last day of the first full calendar quarter occurring after the Infrastructure Disposition Prepayment Date and continuing thereafter on the last day of each calendar quarter until the Initial Term Loan Maturity Date, on which date the entire remaining principal amount of the outstanding Term Loans shall be paid in full; provided that in no event shall the amount payable pursuant to clause (B)(ii) be less than the amount that would have been payable pursuant to clause (B)(i) had the sale of the Infrastructure Business pursuant to the Existingan Infrastructure Sale Agreement or a Qualifying Transaction not occurred; provided that, in the case of this clause (A) each such repayment may be reduced by reason of the application of prepayments pursuant to Sections 2.13(a) and 2.13(c).

(ii) Incremental Loans. In the event that any Incremental Term Loans are made, the Applicable Borrower shall pay to the Administrative Agent, for the account of the Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.13(a), 2.13(c) and 2.17(d)) equal to the amount set forth for such date in the applicable Additional Credit Extension Amendment, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not previously paid, all Incremental Term Loans shall be due and payable on the applicable Incremental Term Loan Maturity Date and all Incremental Revolving Loans shall be due and payable on the applicable Incremental Revolving Credit Termination Date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(iii) Extended Term Loans. In the event that any Extended Term Loans are made, the Applicable Borrower shall repay such Extended Term Loans on the dates and in the amounts set forth in the applicable Additional Credit Extension Amendment. To the extent not previously paid, all Extended Term Loans shall be due and payable on the applicable Extended Term Loan Maturity Date.


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(iv) Refinancing Term Loans. In the event that any Refinancing Term Loans are made, the Applicable Borrower shall repay such Refinancing Term Loans on the dates and in the amounts set forth in the applicable Additional Credit Extension Amendment. To the extent not previously paid, all Refinancing Term Loans shall be due and payable on the applicable maturity date.

(v) 2020 EMEA Term Loans. The EMEA Borrower shall repay the principal amount of the 2020 EMEA Term Loans made on the Amendment No. 2 Effective Date in equal quarterly installments of $350,000 each, in each case, commencing on June 30, 2020 and continuing thereafter on the last day of each calendar quarter until the 2020 EMEA Term Loan Maturity Date, on which date the entire remaining principal amount of the outstanding 2020 EMEA Term Loans shall be paid in full; provided that each such repayment may be reduced by reason of the application of prepayments pursuant to Sections 2.13(a) and 2.13(c).

(i) Revolving Facility Termination Date. The entire principal amount of all outstanding Revolving Loans shall be repaid in full on the Revolving Facility Termination Date.

(ii) Loans Exceed the Commitments. If on any date (after giving effect to any other payments on such date) (A) the Revolving Facility Exposure of any Lender exceeds such Lender’s Revolving Commitment, (B) the Aggregate Revolving Facility Exposure exceeds the Total Revolving Commitment, or (C) the Aggregate Foreign Currency Exposure exceeds the Approved Foreign Currency Sublimit, then, in the case of each of the foregoing, the U.S. Borrower shall, on such day, prepay on such date the principal amount of Revolving Loans and, after the Revolving Loans have been paid in full, Unpaid Drawings, in an aggregate amount at least equal to such excess.

(iii) LC Outstandings Exceed LC Commitment. If on any date the LC Outstandings exceed the LC Commitment Amount, then the applicable LC Obligor or the U.S. Borrower shall, on such day, Cash Collateralize the LC Outstandings to the extent of such excess.

(iv) Excess Cash Flow. No later than ten (10) Business Days after the earlier of (x) the date on which the financial statements of the U.S. Borrower referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (y) the date on which the financial statements of the U.S. Borrower referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is made, are delivered to the Lenders, commencing with the financial statements of the U.S. Borrower for the fiscal year ended December 31, 2018, (A) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (B) the U.S. Borrower shall prepay the principal amount of U.S. Loans (subject


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to the second proviso below), in each case, in an aggregate amount (an “Excess Cash Flow Prepayment Amount”) at least equal to its Applicable Prepayment Portion of the percentage of the Excess Cash Flow for such fiscal year computed in accordance with the table set forth below based on the Consolidated Net Secured Leverage Ratio as of the end of such fiscal year (such Consolidated Net Secured Leverage Ratio to be calculated to give pro forma effect to any such cash pay down or reduction made during such fiscal year as contemplated by the immediately following proviso), with such amount to be applied as set forth in Section 2.13(d) below; provided that, at the option of the Applicable Borrower, any voluntary prepayments of Term Loans and Revolving Loans (to the extent the Revolving Commitments are permanently reduced by the amount of such Revolving Loan prepayment) made by such Borrower during such fiscal year (other than prepayments funded with the proceeds of incurrences of long-term funded Indebtedness) shall be credited against such Borrower’s Excess Cash Flow Prepayment Amount for such fiscal year on a dollar-for-dollar basis:


Consolidated Net Secured Leverage Ratio			Percentage of Excess Cash Flow
Greater than or equal to 4.00 to 1.00			50%
Less than 4.00 to 1.00 but greater than or equal to 3.50 to 1.00			25%
Less than 3.50 to 1.00			0%

; provided, further that with respect to any Excess Cash Flow Prepayment Amount payable by the U.S. Borrower hereunder at any time following the Infrastructure Disposition Prepayment Date, and notwithstanding anything to the contrary in this Agreement, such Excess Cash Flow Prepayment Amount (including any permitted credits on account of voluntary prepayments or commitment reductions) shall be applied, first, to prepay the principal amount of the EMEA Term Loans until repaid in full, with such amount to be applied as set forth in Section 2.13(d)(ii) below (as though such payment were being made by the EMEA Borrower) and, second, to prepay the principal amount of the U.S. Term Loans, with such amount to be applied as set forth in Section 2.13(d)(i) below.

(v) Certain Proceeds of Asset Sales.

(A) If during any fiscal year of the U.S. Borrower, the U.S. Borrower or any Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Asset Sales (other than any Directed Divestment, a sale of the Infrastructure Business pursuant to the Existingan Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions) of at least $25,000,000 (other than Net Cash Proceeds from Asset Sales permitted by Section 7.02(a), (b), (c), (f), (i) and (j)), not later than the fifth (5th) Business Day following the date of receipt of any Cash Proceeds in excess of such amount (the “Excess Asset Sale Proceeds”), (x) the EMEA Borrower shall (i) first, prepay the principal amount


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of EMEA Term Loans in an aggregate amount equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d)(ii) below, and (ii) second, apply any Excess EMEA Asset Sale Proceeds to prepay U.S. Term Loans in accordance with, and to the extent required by, Section 2.13(d)(iii) below and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans in an aggregate amount equal to its Applicable Prepayment Portion of such Excess Asset Sale Proceeds in accordance with Section 2.13(d)(i) below.

(B)(1) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale of the Infrastructure Business pursuant to the Existingan Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions, in each case, which Net Cash Proceeds are not directly attributable to the Infrastructure Business assets of the U.S. Prepayment Group, then, not later than the fifth (5th) Business Day following the date of receipt thereof, the EMEA Borrower or U.S. Borrower, as applicable, shall, notwithstanding anything to the contrary in this Agreement, apply 100% of such Net Cash Proceeds to: prepay all Obligations owing in respect of the outstanding EMEA Term Loans, U.S. Term Loans, Revolving Loans and Swap Termination Claims (to each outstanding Class of the foregoing on a pro rata basis) and (2) any residual Infrastructure Sale Retained Proceeds on deposit in the Designated Control Account shall, upon the conditions set forth in, and to the extent required by, Section 7.16(d), be applied to prepay all Obligations owing in respect of the outstanding EMEA Term Loans, U.S. Term Loans, Revolving Loans and Swap Termination Claims (to each outstanding Class of the foregoing on the same pro rata basis as applied for purposes of clause (B)(1) above), until all such Obligations are repaid in full. Notwithstanding anything to the contrary set forth in this Agreement, any conversions of currency required to prepay the Obligations in the applicable denominations of such Obligations (x) under clause (B)(1), shall be effectuated at the Exchange Rate (as defined in the Infrastructure Sale Agreement) and (y) under clause (B)(2), shall be effectuated at the Exchange Rate in effect two (2) Business Days prior to such date.

(i) first, prepay the principal amount of the 2020 EMEA Term Loans, on a pro rata basis, until all 2020 EMEA Term Loans are paid in full,

(ii) second, prepay the principal amount of the EMEA Term Loans that are not 2020 EMEA Term Loans (to each Class of such EMEA Term Loans on a pro rata basis), until all EMEA Term Loans that are not 2020 EMEA Term Loans are repaid in full; provided that the pro rata share of such Net Cash Proceeds that, pursuant to this clause (B)(ii), that would otherwise be allocable to the EMEA Term Loans that are not 2020 EMEA Term Loans shall, notwithstanding anything to the contrary set forth in this Agreement, be applied (x) to prepay the U.S. Term Loans in an amount equal to 25% of such amount of Net Cash Proceeds, applied in accordance with Section 2.13(d)(i) below and (y) to prepay the EMEA Term Loans that are not 2020 EMEA Term Loans in an amount equal to 75% of such amount of Net Cash Proceeds in accordance with Section 2.13(d)(ii) below; and


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(iii) third, prepay U.S. Term Loans in accordance with Section 2.13(d)(i) below;

provided that if the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale which solely satisfies the Additional 2020 Seniority Conditions and is not a sale pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction, which Net Cash Proceeds are not directly attributable to the Infrastructure Business assets of the U.S. Prepayment Group, then such Net Cash Proceeds shall be applied as set forth in this clause (B) but without giving effect to the proviso in sub-clause (ii) of this clause (B).

(C) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from a sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction or a sale which satisfies the Additional 2020 Seniority Conditions, in each case, which Net Cash Proceeds are directly attributable to the Infrastructure Business of the U.S. Prepayment Group, then, not later than the fifth (5th) Business Day following the date of receipt thereof, the U.S. Borrower shall prepay the principal amount of the U.S. Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds in accordance with Section 2.13(d)(i) below.

(D) Notwithstanding the foregoing clauses (A) and (B), in the event that the Infrastructure Business of the Non-U.S. Prepayment Group is sold in part (but less than substantially all) rather than in whole (or substantially all) pursuant to one or more sales, the Net Cash Proceeds of such sales shall , immediately upon receipt thereof, be deposited by the Credit Parties into a segregated account created for such purpose, held at and subject to the sole dominion and control of the Collateral Agent and such proceeds shall be held therein pending the completion of any additional sale or sales of substantially all of the remaining assets constituting the Infrastructure Business. If on or prior to December 28, 2021, the aggregate sales of assets constituting substantially all of the Infrastructure Business would satisfy the Additional 2020 Seniority Conditions or qualify as a Qualifying Transaction then, in either case, such proceeds shall be applied as provided in clause (B) above within 5 Business Days of the receipt of the Net Cash Proceeds of the final sale which results in such transactions that satisfy the Additional 2020 Seniority Conditions or qualify as a Qualifying Transaction, as applicable. If, alternatively, on or prior to December 28, 2021, the aggregate sales of assets of the Infrastructure Business would not constitute all or substantially all of the Infrastructure Business or qualify as a Qualifying Transaction by such date then such proceeds shall be applied as provided in clause (B) above on December 28, 2021.

(vi) Certain Proceeds of Indebtedness. Not later than the fifth (5th) Business Day following the date of the receipt by any Credit Party of the cash proceeds (net of underwriting discounts and commissions, placement agent fees and other customary fees and costs associated therewith) from any sale or issuance of any Indebtedness (other than any Indebtedness incurred pursuant to Section 7.04 after the Closing Date (other than Refinancing Term Loans or any other


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Permitted Refinancing)), (x) the U.S. Borrower shall prepay U.S. Loans in an amount equal to 100% of such Net Cash Proceeds received by U.S. Credit Parties or any U.S. Subsidiary thereof in accordance with Section 2.13(d) below and (y) the EMEA Borrower shall prepay the EMEA Term Loans in an amount equal to 100% of such Net Cash Proceeds received by Non-U.S. EMEA Credit Parties or any Non-U.S. Subsidiary thereof in accordance with Section 2.13(d).

(vii) Certain Proceeds of an Event of Loss. If during any fiscal year of the U.S. Borrower, the U.S. Borrower or any Restricted Subsidiary has received cumulative Net Cash Proceeds during such fiscal year from one or more Events of Loss (excluding insurance payments in connection with business interruption or delays in construction) of at least $25,000,000, not later than the fifth (5th) Business Day following the date of receipt of any Net Cash Proceeds in excess of such amount (the “Excess Event of Loss Proceeds”), (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of each of the U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Event of Loss Proceeds in accordance with Section 2.13(d) below. Notwithstanding the foregoing, in the event any property suffers an Event of Loss and the Applicable Borrower notifies the Administrative Agent and the Lenders in writing that it intends to repair, rebuild or restore the affected property, that such repair, rebuilding or restoration can be accomplished within 365 days of receipt of such Net Cash Proceeds and other funds available to such Borrower, or if (X) any of the U.S. Prepayment Group or (Y) any of the Non-U.S. Prepayment Group, as applicable, have entered into a legally binding commitment to repair, rebuild or restore the affected property within 365 days of receipt of such Cash Proceeds, that such repair, rebuilding or restoration can be accomplished within 180 days of the date of such legally binding commitment, then no such prepayment of the Loans shall be required. If by the deadline specified in the proviso in the preceding sentence, any portion of such Excess Event of Loss Proceeds has not been so used to repair, rebuild or restore the affected property, (x) the EMEA Borrower shall prepay the principal amount of the EMEA Term Loans and (y) the U.S. Borrower shall prepay the principal amount of U.S. Loans, in each case, in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Event of Loss Proceeds. Any such prepayment shall be applied to the prepayment of the Loans as provided in Section 2.13(d) below.

(viii) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from any Directed Divestment, not later than the fifth (5th) Business Day following the date of receipt of any such Net Cash Proceeds, the U.S. Borrower shall prepay the principal amount of the Term Loans in an aggregate amount at least equal to 100% such Net Cash Proceeds. Any such prepayments shall be applied on a pro rata basis to (x) each Class of outstanding U.S. Term Loans, with such amounts being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis and (y) each Class of outstanding EMEA Term Loans, with such amounts being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis.


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(ix) If the U.S. Borrower or any Restricted Subsidiary has received any Net Cash Proceeds from any (A) earn-out, deferred purchase price, purchase price adjustment or similar payment or (B) escrow, deposit or similar holdback of acquisition consideration, in each case implemented in connection with the sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement or a Qualifying Transaction, then, not later than the fifth (5th) Business Day following the date of receipt of any such Net Cash Proceeds, the EMEA Borrower or U.S. Borrower, as applicable, shall apply 100% of such Net Cash Proceeds to (i) first, prepay the principal amount of theprepay all Obligations owing in respect of the outstanding EMEA Term Loans (to each Class of such EMEA Term Loans on a pro rata basis), until paid in full and (ii) second, prepay the principal amount of the, U.S. Term Loans, Revolving Loans and Swap Termination Claims (to each outstanding Class of such U.S. Term Loansthe foregoing on a pro rata basis), which payments shall not in any case be applied to reduce any Scheduled Repayments.

(d) Applications of Certain Prepayment Proceeds. Each prepayment required to be made pursuant to Sections 2.13(c)(iv), (v)(A), (vi) or (vii) above shall be applied:

(i) with respect to prepayments by the U.S. Borrower, as a mandatory prepayment of principal of first, the applicable Class of outstanding U.S. Term Loans (in the case of a prepayment required by Section 2.13(c)(vi), to each Class of U.S. Term Loans on a pro rata basis, and, in each other case, to the Class of U.S. Term Loans specified in such clause), with such amounts (other than amounts in respect of a sale pursuant to the Existing Infrastructure Sale Agreement or Qualifying Transaction that are prepaid pursuant to Section 2.13(c)(v)) being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis, and second the outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments), and the LC Outstandings shall be cash collateralized to the extent required by Section 2.12(b);

(ii) with respect to prepayments by the EMEA Borrower, as a mandatory prepayment of principal of the applicable Class of outstanding EMEA Term Loans, to each Class of EMEA Term Loans on a pro rata basis, unless a particular Class of EMEA Term Loans is specified in such clause, with such amounts (other than amounts in respect of a sale pursuant to the Existing Infrastructure Sale Agreement or Qualifying Transaction that are prepaid pursuant to Section 2.13(c)(v)) being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis; and

(iii) solely in the case of Section 2.13(c)(v)(A) and notwithstanding any provision to the contrary contained herein, after the repayment in full of all outstanding EMEA Term Loans, all Excess EMEA Asset Sale Proceeds in excess of $100.0 million shall be applied as a mandatory prepayment to each Class of U.S. Term Loans on a pro rata basis, with such amounts being applied to the next eight (8) Scheduled Repayments thereof in direct order and thereafter to the remaining Scheduled Repayments on a pro rata basis;


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provided that, notwithstanding anything to the contrary in this Agreement, no prepayments in respect of proceeds from a sale of the Infrastructure Business pursuant to the Existingan Infrastructure Sale Agreement or Qualifying Infrastructure Business Disposition shall be applicable to reduce the amount of any Scheduled Repayments, and the Borrower hereby directs such prepayments to be applied to reduce the amount of Term Loans payable on the applicable Term Loan Maturity Date.

(e) Particular Loans to be Prepaid. With respect to each repayment or prepayment of Loans made or required by this Section, subject to any contrary provision of Section 2.13(d), the Applicable Borrower shall designate the Class and Types of Loans that are to be repaid or prepaid and the specific Borrowing(s) pursuant to which such repayment or prepayment is to be made; provided, however, that the Applicable Borrower shall first so designate all Loans of the applicable Class that are Base Rate Loans (if applicable for such Class) and Eurocurrency Loans with Interest Periods ending on the date of repayment or prepayment prior to designating any other Eurocurrency Loans for repayment or prepayment. In the absence of a designation by the Applicable Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Article III.

(f) Constraints on Upstreaming. The mandatory prepayments of the Applicable Borrower pursuant to Sections 2.13(c)(iv), (v), (vii) and (viii) of this Agreement shall not be required to the extent and for so long as the repatriation of funds from the Applicable Borrower’s Restricted Upstream Subsidiaries would be required to effect such prepayments and could reasonably be expected to (i) cause such Borrower or its Restricted Upstream Subsidiaries to suffer material adverse costs or tax consequences (including the imposition of withholding taxes and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), (ii) result in a violation of applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such non-U.S. Subsidiary or non-UK Subsidiary) or (iii) expose individual directors of such Borrower or any of its Restricted Upstream Subsidiaries to the risk of personal liability, in each case as reasonably determined by the Applicable Borrower in good faith. The Applicable Borrower and its Restricted Upstream Subsidiaries, if any, shall take all commercially reasonable actions to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment to make the relevant prepayment. If at a later date the Applicable Borrower or any of its Restricted Upstream Subsidiaries is able to repatriate all or any portion of such funds in order to make such mandatory prepayment without incurring a material risk of suffering a material adverse cost or tax consequence or such prohibition, restriction or delay is no longer applicable, as applicable, it shall promptly take all such actions necessary to repatriate such funds and make such mandatory prepayment.

(g) Call Protection.

(i) In the event that any Repricing Event occurs on or prior to the six-month anniversary of the Closing Date with respect to either Class of Closing Date Term Loans, the Applicable Borrower shall pay to the Administrative Agent, for the benefit of the Term Lenders


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holding Term Loans of such Class, concurrently with such Repricing Event, a premium in an amount equal to 1.00% of the outstanding principal amount of the Term Loans subject to such Repricing Event.

(ii) In the event that any 2020 EMEA Prepayment Event occurs (A) on or prior to the one-year anniversary of the Amendment No. 2 Effective Date, the EMEA Borrower shall pay to the Administrative Agent, for the benefit of the 2020 EMEA Term Lenders, concurrently with such 2020 EMEA Prepayment Event, a premium in an amount equal to 2.00% of the outstanding principal amount of the 2020 EMEA Term Loans subject to such 2020 EMEA Prepayment Event and (B) after the one-year anniversary of the Amendment No. 2 Effective Date and on or prior to the two-year anniversary of the Amendment No. 2 Effective Date, the EMEA Borrower shall pay to the Administrative Agent, for the benefit of the 2020 EMEA Term Lenders, concurrently with such 2020 EMEA Prepayment Event, a premium in an amount equal to 1.00% of the outstanding principal amount of the 2020 EMEA Term Loans subject to such 2020 EMEA Prepayment Event.

(h) Breakage and Other Compensation. Any prepayment made pursuant to this Section 2.13 shall be accompanied by any amounts payable in respect thereof under Article III hereof.

(i) Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, if either Borrower is required to make any mandatory prepayment of a Class of Term Loans pursuant to Sections 2.13(c)(iv), (v), (vi) or (vii) (a “Waivable Mandatory Prepayment”), not less than three (3) Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory Prepayment, such Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Term Loans of such Class of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount (but in the case of mandatory prepayments under Section 2.13(c)(vi), solely to the extent that such prepayment does not represent a refinancing of such Class of Term Loans). Each such Lender may exercise such option by giving written notice to such Borrower and the Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any such Lender which does not notify such Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Applicable Borrower shall retain that amount of the Waivable Mandatory Prepayment with respect to which each Lender, if any, shall have exercised its option to refuse (any such amount retained by either Borrower, the “Retained Declined Proceeds”).

Section 2.14 Method and Place of Payment.

(a) Generally. All payments made by the Borrowers hereunder (including any payments made with respect to the U.S. Borrower Guaranteed Obligations under Article X) under any Note or any other Loan Document shall be made without setoff, counterclaim or other defense.


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(b) Application of Payments. Except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, (i) all payments and prepayments of Revolving Loans and Unpaid Drawings with respect to Letters of Credit shall be applied by the Administrative Agent on a pro rata basis based upon each Lender’s Revolving Facility Percentage of the amount of such prepayment, and (ii) all payments and prepayments of any Class of Term Loans shall be applied by the Administrative Agent to reduce the principal amount of such Class of Term Loans held by each Lender on a pro rata basis.

(e) Distribution to Lenders. Upon the Administrative Agent’s receipt of payments hereunder, the Administrative Agent shall immediately distribute to each Lender or the applicable LC Issuer, as the case may be, its ratable share, if any, of the amount of principal, interest, and Fees received by it for the account of such Lender. Payments received by the Administrative Agent (w) in the case of U.S. Term Loans, in Dollars, (x) in the case of EMEA Term Loans that are not 2020 EMEA Term Loans, in Euro, (y) in the case of 2020 EMEA Term Loans, in Dollars, and (z) in the case of Revolving Loans, in the applicable Approved Currency, shall in each case be delivered to the Lenders or the applicable LC Issuer, as the case may be, in such currency in immediately available funds; provided, however, that if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder then, except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, such funds shall be applied, first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and second, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

Section 2.15 Defaulting Lenders.

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted


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as set forth in the definitions of “Required Lenders”, “Required Revolving Lenders” and “Required 2020 EMEA Term Lenders.”

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuer hereunder; third, to Cash Collateralize the LC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders or the LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement of any payment on any Letter of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or reimbursement of any payment on any Letter of Credit were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments under the applicable Credit Facilities without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


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(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the U.S. Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Facility Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.

(C) With respect to any LC Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the U.S. Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such LC Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Outstandings that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuer, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such LC Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Outstandings shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Facility Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Applicable Borrower shall have otherwise notified the Administrative Agent at such time, the Applicable Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Facility Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the U.S. Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the LC Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16.

(b) Defaulting Lender Cure. If the Applicable Borrower, the Administrative Agent and each LC Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any


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conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Applicable Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) New Letters of Credit. So long as any Lender is a Defaulting Lender, no LC Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Section 2.16 Cash Collateral.

(a) At any time that there shall exist a Defaulting Lender, within three (3) Business Days following the written request of the Administrative Agent or any LC Issuer (with a copy to the Administrative Agent) the U.S. Borrower shall Cash Collateralize the LC Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b) Grant of Security Interest. The U.S. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the LC Issuers, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of LC Outstandings, to be applied pursuant to clause (c) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the LC Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the U.S. Borrower will, promptly upon written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.16 or Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Outstandings (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.


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(d) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.16 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and each LC Issuer that there exists excess Cash Collateral; provided that, subject to Section 2.15, the Person providing Cash Collateral and each LC Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided, further that to the extent that such Cash Collateral was provided by the U.S. Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Section 2.17 Increase in Commitments.

(a) The (x) U.S. Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments and (y) the EMEA Borrower may, by written notice to the Administrative Agent at any time after the Closing Date, request on one or more occasions Incremental Term Loan Commitments, in an aggregate principal amount (together with all Incremental Equivalent Debt outstanding at such time) not to exceed the Incremental Facility Maximum Amount from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion; provided that if any such existing Lender does not respond to such written notice within five (5) Business Days, such Lender shall be deemed to have declined to participate therein) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith; provided, further that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of (i) the Administrative Agent in its reasonable discretion (such consent not to be unreasonably withheld, conditioned or delayed), to the extent the Administrative Agent would be required to consent to the assignment of any Loans or Commitments to such Incremental Term Lender and Incremental Revolving Credit Lender pursuant to this Agreement and (ii) in connection with Incremental Revolving Credit Commitments only, each LC Issuer, to the extent such consent would have been required for assignments of any Revolving Loans or Revolving Commitments pursuant to this Agreement. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of, in the case of Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments denominated in Dollars, $1,000,000 and a minimum amount of $10,000,000, in the case of Incremental Term Loan Commitments denominated in Euro, €1,000,000 and a minimum amount of €10,000,000 and in the case of Incremental Term Loan Commitments denominated in another currency (which currency shall be reasonably acceptable to the Administrative Agent), such minimum increments as the Applicable Borrower and the Administrative Agent shall reasonably agree), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 15 days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Administrative Agent in its reasonable discretion), (iii) whether such


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Incremental Term Loan Commitments are to be Closing Date EMEA Term Commitments, Closing Date U.S. Term Commitments or commitments to make term loans with terms different from the Closing Date Term Loans (“Other Term Loans”) and (iv) in the case of Other Term Loans, whether such Other Term Loans are to be EMEA Facility Obligations or U.S. Obligations. Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the terms and conditions set forth herein for Revolving Commitments and Revolving Loans.

(b) The Applicable Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. The U.S. Borrower and each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each Additional Credit Extension Amendment shall specify the terms of the Incremental Term Loans or Incremental Revolving Loans, as applicable, to be made thereunder; provided, that (i) the final maturity date of any Other Term Loans shall be no earlier than the Latest Maturity Date, (ii) the weighted average life to maturity of any Other Term Loans shall be no shorter than the weighted average life to maturity of the Closing Date Term Loans and any outstanding Incremental Term Loans and (iii) with respect to any Other Term Loans made within the first twelve (12) months after the Closing Date, if the Initial Yield on such Other Term Loans exceeds by more than 50 basis points the Initial Yield of the Term Loans that are Eurocurrency Loans in the same currency as such Other Term Loans (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each such affected Type of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans (this clause (iii), the “MFN Protection”). As used in the prior sentence, “Initial Yield” shall, as determined by the Administrative Agent, be equal to the sum of (x) the margin above the Adjusted Eurocurrency Rate on such Term Loans (which shall be increased by the amount any “LIBOR floor” or “EURIBOR floor”, as applicable, applicable to such Term Loans on the date such Term Loans are made exceeds the Adjusted Eurocurrency Rate) plus (y) if the Lenders making such Other Term Loans receive any upfront fee or similar fees (including original issue discount where the amount of such discount is equated to interest based on an assumed four (4) year life to maturity, but excluding any arrangement, underwriting, structuring or similar fees) directly or indirectly from the Applicable Borrower or any Subsidiary, the amount of such upfront fee or similar divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four. The other terms of the Incremental Term Loans and the Additional Credit Extension Amendment to the extent not inconsistent with the terms specified in clauses (i), (ii) and (iii) above shall otherwise be as agreed among the Applicable Borrower, the Administrative Agent and the Incremental Term Lenders and reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Additional Credit Extension Amendment, this Agreement shall be amended to the extent necessary and appropriate to reflect the existence and terms of the Incremental


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Term Loan Commitment or Incremental Revolving Credit Commitment, as applicable, evidenced thereby, without requiring the consent of any other Lender, other than the Lenders providing such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments.

(c) All Incremental Term Loans made to the U.S. Borrower shall rank pari passu to any then outstanding Closing Date U.S. Term Loans as to lien priorities, rights of payment and prepayment and voting and shall be secured only by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that such Incremental Term Loan may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor. All Incremental Term Loans made to the EMEA Borrower shall rank pari passu to any then outstanding Closing Date EMEA Term Loans as to lien priorities, rights of payment and prepayment and voting and shall be secured only by the Collateral and guaranteed by the EMEA Borrower Guarantors; provided that such Incremental Term Loan may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the EMEA Borrower Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary contemporaneously becomes a EMEA Borrower Guarantor.

(d) No Incremental Term Loan Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.17 unless on the date of such effectiveness, the Administrative Agent shall have received a certificate certifying that the conditions set forth in Section 4.02(iii) shall be satisfied immediately after giving effect to such Incremental Term Loan Commitment or Incremental Revolving Credit Commitment (but such certification shall not be required to the extent such Incremental Term Loan Commitment or Incremental Revolving Credit Commitment is being used to consummate a Limited Condition Acquisition) and that, if utilizing the amounts provided for in clause (B) of the definition of “Incremental Facility Maximum Amount,” the U.S. Borrower is in compliance on a Pro Forma Basis (including with respect to any Permitted Acquisition or permitted Investment to be made in whole or in part, with the proceeds of the relevant Incremental Term Loan (including any Incremental Term Loan Commitment becoming effective contemporaneously with any Incremental Revolving Credit Commitment)) with the Consolidated Net Secured Leverage Ratio required therein. Any additional conditions to the entry into or the making of any Loans pursuant to any Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment, including the timing of any such conditions (as between being made (x) upon execution of an Additional Credit Extension Amendment or (y) upon the making of any Loans thereunder) shall be as agreed to between the Applicable Borrower and the Lenders providing such Incremental Term Loans and/or Incremental Revolving Loans (including the scope of any representations and warranties to be made at the time the transaction is consummated).

(e) Immediately after giving effect to any Incremental Term Loan Commitment and/or Incremental Revolving Credit Commitment, the borrowings thereunder and the application of proceeds therefrom, (A) no Event of Default shall have occurred and be continuing; provided that, to the extent any Incremental Term Loans shall be applied to consummate a Limited Condition Acquisition, then no Specified Event of Default shall exist and be continuing (1) at the time the definitive agreement in respect of such Limited Condition Acquisition is entered into and (2) at the time such Limited Condition


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Acquisition is consummated and (B) the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall be true and correct in all respects) on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by “materiality” or “material adverse effect”, which shall have been true and correct in all respects) on and as of such earlier date; provided that to the extent that the proceeds of Loans under any Incremental Revolving Credit Commitments and/or Incremental Term Loan Commitments are to be used to finance a Limited Condition Acquisition, then the accuracy of representations and warranties as described in this clause (B) shall be required as of the time the definitive agreement in respect of Limited Condition Acquisition is entered into. If applicable, the Administrative Agent shall have received a Notice of Borrowing in respect of any Incremental Term Loans or Incremental Revolving Loans by the date and time required hereunder with respect to the applicable Type of Loan.

(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of the applicable Class of outstanding Term Loans to which such Incremental Term Loan relate on a pro rata basis, and the U.S. Borrower agrees that Section 3.02 shall apply to any conversion of Dollar denominated Eurocurrency Loans which are Term Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments set forth in Section 2.13(b) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans of the same Class.

Section 2.18 Revolving Loan Maturity Extension.

(a) The U.S. Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) in accordance with this Section 2.18. In order to establish any Extended Revolving Commitments, the U.S. Borrower shall provide a notice to the Administrative Agent (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall be identical to those applicable to the Existing Revolving Commitments from which such Extended Revolving Commitments are to be converted except that:

(i) the maturity date of the Extended Revolving Commitments shall be later than the maturity date of the Existing Revolving Commitments;


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(ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn revolving commitment fees, funding discounts, OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (B) additional fees and/or premiums may be payable to the Extending Revolving Lenders in addition to or in lieu of any of the items contemplated by the preceding subclause (A);

(iii) the U.S. Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Revolving Lenders that apply only after the Latest Maturity Date (before giving effect to the Extended Revolving Commitments or such covenants or other terms apply equally for the benefit of the other Lenders).

(b) Each Revolving Extension Request shall specify the date (the “Revolving Extension Effective Date”) on which the U.S. Borrower proposes that the conversion of an Existing Class into an Extended Class shall be effective, which shall be a Business Day. Each Lender of an Existing Class that is requested to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each other Lender of such Existing Class. Any Lender (to the extent applicable, an “Extending Revolving Lender”) wishing to have all or a portion of its Existing Class subject to such Revolving Extension Request converted into an Extended Class shall notify the Administrative Agent (an “Revolving Extension Election”) on or prior to the date specified in such Revolving Extension Request of the amount of its Existing Class subject to such Revolving Extension Request that it has elected to convert into an Extended Class. In the event that the aggregate portion of the Existing Class subject to Revolving Extension Elections exceeds the amount of the Extended Class requested pursuant to the Revolving Extension Request, the portion of the Existing Class converted shall be allocated on a pro rata basis based on the amount of the Existing Class included in each such Revolving Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically with all Existing Revolving Commitments for purposes of the obligations of a Revolving Lender in respect of Letters of Credit under Section 2.05, except that the applicable Additional Credit Extension Amendment may provide that the maturity date for the Letters of Credit may be extended and the related obligations to issue Letters of Credit may be continued so long as each applicable LC Issuer has consented to such extensions in its sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension).

(c) An Extended Class shall be established pursuant to an Additional Credit Extension Amendment executed by the Extending Revolving Lenders, the Administrative Agent, the U.S. Borrower and each LC Issuer; provided, that the consent of each LC Issuer shall only be required to the extent Section 11.12 would require the consent of such Persons for the amendments affected in such Additional Credit Extension Amendment. This Section 2.18 shall supersede any provisions in Section 11.12 to the contrary. No Additional Credit Extension Amendment shall provide for any Class of Extended Revolving Commitments in an aggregate principal amount that is less than $10,000,000.


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(d) Notwithstanding anything to the contrary contained in this Agreement, on the Revolving Extension Effective Date, (i) the amount of each Existing Revolving Commitment shall be deemed reduced by an amount equal to the amount converted into an Extended Revolving Commitment and (ii) if, on any Revolving Extension Effective Date with respect to any Class of Revolving Commitments, any Loans of any Extending Revolving Lender are outstanding under the applicable Existing Revolving Commitments, such Loans (and any related participations) shall be deemed to be converted into Loans (and related participations) made pursuant to the Extended Revolving Commitments in the same proportion as such Extending Revolving Lender’s Existing Revolving Commitments are converted to Extended Revolving Commitments.

Section 2.19 Term Loan Amend and Extend Transactions.

(a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any


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Additional Credit Extension Amendment) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.

(b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.19(a) (an “Extension Date”), the aggregate principal amount of such Existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Existing Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Class of Term Loans of such Extending Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Extending Lenders have accepted such Extension Offer.

(c) With respect to all Extensions consummated by the Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a minimum amount of $30,000,000. The Applicable Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Applicable Borrower’s sole discretion and may be waived by the Applicable Borrower) of Term Loans of any or all applicable Classes accept the applicable Extension Offer.

(d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19.

(e) In connection with any Additional Credit Extension Amendment, the Applicable Borrower shall deliver (i) a customary opinion of counsel reasonably acceptable to the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Security Documents as may be


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reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent.

(f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Additional Credit Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the Class of Existing Term Loans in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans to which it was entitled under the terms of such Additional Credit Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Applicable Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Additional Credit Extension Amendment described in Section 2.19(a)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.19(a).

(g) This Section 2.19 shall supersede any provisions in Section 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.19 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Term Loans without such Lender’s consent.

Section 2.20 Refinancing Term Loans.

(a) The Borrowers may at any time and from time to time, by written notice to the Administrative Agent, request the establishment of one or more additional Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”); provided that:

(i) the proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans;

(ii) each Class of Refinancing Term Loans shall be in an aggregate amount of not less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full);


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(iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Term Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);

(iv) the final maturity date of such Refinancing Term Loans shall not be shorter than the maturity date of the Term Loans being refinanced, and the weighted average life to maturity of such Refinancing Term Loans shall not be shorter than the then remaining weighted average life to maturity of each Class of Term Loans being refinanced;

(v) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term Loans shall be as agreed between the Applicable Borrower and the Refinancing Term Lenders so long as, in the case of any mandatory prepayment provisions, such Refinancing Term Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Term Lenders holding Term Loans to be refinanced and (B) the covenants and other terms applicable to such Refinancing Term Loans (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Applicable Borrower and such Refinancing Term Lenders, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Lenders than those applicable to any Term Loans then outstanding under this Agreement (as determined by the Borrowers in good faith), except to the extent such covenants and other terms apply solely to any period after the latest Term Loan Maturity Date then in effect or such covenants or other terms apply equally for the benefit of the other Lenders;

(vi) no existing Lender shall be required to provide any Refinancing Term Loans;

(vii) such Refinancing Term Loans (x) refinance a Class of Term Loans made to the U.S. Borrower shall be secured only by U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that such Refinancing Term Loan may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor and (y) refinance a Class of Term Loans made to the EMEA Borrower shall be secured by the Collateral and guaranteed by the EMEA Borrower Guarantors; provided that such Refinancing Term Loan may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the EMEA Borrower Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary contemporaneously becomes a EMEA Borrower Guarantor; and

(viii) (x) all Refinancing Term Loans made to the U.S. Borrower shall rank pari passu to any then outstanding U.S. Term Loans as to lien priorities and rights of payment on terms and pursuant to documentation applicable to the U.S. Term Loans being refinanced and (y) all Refinancing Term Loans made to the EMEA Borrower shall rank pari passu to any then outstanding EMEA Term Loans as to lien priorities and rights of payment on terms and pursuant


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to documentation applicable to the EMEA Term Loans being refinanced, on terms and pursuant to documentation applicable to the Term Loans being refinanced.

(b) Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which the Applicable Borrower proposes that the Refinancing Term Loans be made, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Refinancing Term Loans as if it were an assignee)) whom the Applicable Borrower proposes would provide the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Lender”) shall make a Refinancing Term Loan to the Applicable Borrower in a principal amount equal to such Person’s commitment therefor.

(c) This Section 2.20 shall supersede any provisions in Section 11.12 to the contrary. The Refinancing Term Loans shall be documented by an Additional Credit Extension Amendment executed by the Refinancing Term Lenders, the Applicable Borrower and the Administrative Agent, and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to effect the provisions of this Section 2.20.

Section 2.21 Replacement Revolving Commitments.

(a) The U.S. Borrower may at any time and from time to time, by written notice to the Administrative Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:

(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);

(ii) such Replacement Revolving Commitments shall be in an aggregate principal amount not greater than the aggregate principal amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);


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(iii) the final maturity date of such Replacement Revolving Commitments shall not be shorter than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization;

(iv) the LC Commitment Amount under such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower, such Replacement Revolving Lenders, the Administrative Agent and the LC Issuers thereunder (or any replacement LC Issuers);

(v) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the U.S. Borrower and such Replacement Revolving Lenders, shall not be materially more favorable (when taken as a whole) to such Replacement Revolving Lenders than those applicable to the Revolving Lenders with Replaced Revolving Commitments (as determined by the U.S. Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to the Revolving Facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders;

(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;

(vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and

(viii) all Replacement Revolving Commitments shall rank pari passu to any then outstanding Revolving Commitments as to lien priorities and rights of payment.

(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the U.S. Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving


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Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.

(c) This Section 2.21 shall supersede any provisions in Section 11.12 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Replacement Revolving Lenders, the Administrative Agent and the U.S. Borrower, and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the U.S. Borrower, to effect the provisions of this Section 2.21.

Section 2.22 956 Savings.(a) Notwithstanding any provision of this Agreement or any other Loan Document to the contrary (including any provision that would otherwise apply notwithstanding other provisions or that is the beneficiary of other overriding language), (i) no more than sixty-five percent (65%) of the voting capital stock in any CFC or CFC Holdco shall be pledged to secure any U.S. Obligations, (ii) no CFC, CFC Holdco or any Subsidiary of a CFC or CFC Holdco shall guarantee any U.S. Obligations, (iii) no security or similar interest shall be granted in the assets of any CFC, CFC Holdco or any Subsidiary of a CFC or CFC Holdco, which security or similar interest secures any U.S. Obligations, (iv) the Non-U.S. EMEA Credit Parties shall not be required to make any payment in support of the U.S. Obligations (except as contemplated by Section 2.13(c)(v)) and (v) no proceeds in respect of Collateral in respect of the Non-U.S. EMEA Credit Parties shall be applied to pay or offset any portion of the U.S. Obligations, including any U.S. Loans. The parties agree that any pledge, guaranty or security or similar interest or payment made or granted in contravention of this Section 2.22 shall be void ab initio.

Section 2.23 Special Provisions Applicable Upon the CAM Exchange Date. Notwithstanding anything herein or in any other Loan Document or the CAM Agreement to the contrary, upon the CAM Exchange Date, the following shall occur:

(a) Conversion of Revolving Loans and Swap Termination Claims into Term Loans.

(i) On the CAM Exchange Date, immediately prior to giving effect to the CAM Exchange, all outstanding Revolving Loans held by each Lender that is a party to the Fifth Lender Forbearance Agreement (together with any accrued and unpaid interest and fees thereon, the “Pre-CAM Consenting Revolving Obligations”) and all Swap Termination Claims held by each Secured Hedge Provider that is a party to the Fifth Lender Forbearance Agreement (in each case, together with each of their respective successors and assigns, a “Consenting RCF Creditor”) shall, automatically and without any further action, be converted into Closing Date U.S. Term Loans and the aggregate principal amount of Closing Date U.S. Term Loans shall be increased by an amount equal to the sum of (A) the aggregate principal amount of such Pre-CAM Consenting Revolving Obligations then-outstanding plus (B) the aggregate amount of all Swap Termination Claims then outstanding upon the occurrence of the CAM Exchange Date to each Consenting RCF Creditor (such sum, the “Pre-CAM Term Loan Increase”). The aggregate amount of Pre-CAM Term Loan Increase on account of clause (A) referred to the immediately preceding


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sentence shall be held by the Consenting RCF Creditors pro rata in accordance with the respective amounts of their Pre-CAM Consenting Revolving Obligations and each such Consenting RCF Creditor shall become a U.S. Term Lender hereunder and shall have all of the rights and obligations of a “U.S. Term Lender” under this Agreement. The aggregate principal amount of Pre-CAM Term Loan Increase on account of clause (B) referred to in the first sentence of this clause (i) shall be held by Consenting RCF Creditors pro rata in accordance with the respective amounts of the Swap Termination Claims then outstanding and each such Consenting RCF Creditor shall become a U.S. Term Lender hereunder and shall have all of the rights and obligations of a “U.S. Term Lender” under this Agreement.

(ii) Upon such conversion of Pre-CAM Consenting Revolving Obligations and Swap Termination Claims held by Consenting RCF Creditors into Closing Date U.S. Term Loans pursuant to the foregoing clause (i):

(A) all Revolving Commitments shall be immediately terminated and all then-outstanding Pre-CAM Consenting Revolving Obligations held by Consenting RCF Creditors shall be deemed paid and satisfied in full as a result of the conversion thereof into Closing Date U.S. Term Loans;;

(B) each Consenting RCF Creditor shall, except as set forth in the immediately following proviso, cease to be, and shall cease to have any of the rights and obligations of, a “Revolving Lender” under this Agreement; provided that, immediately prior to the conversion of Pre-CAM Revolving Obligations under Section 2.23(a) and prior to giving effect to the CAM Exchange on the CAM Exchange Date, (i) each Consenting RCF Creditor that is a Revolving Lender shall, notwithstanding anything to the contrary in this Section 2.23, be required to pay over to the Administrative Agent on the CAM Exchange Date an amount equal to such Consenting RCF Creditor’s Revolving Facility Percentage of the undrawn face amount and unreimbursed drawings of any Letter of Credit in accordance with Section 3(a) of the CAM Agreement solely to the extent any such Letter of Credit shall not be cash collateralized as of the CAM Exchange Date, which amount shall be held in the LC Reserve Accounts pursuant to such section and (ii) in the event of any default by any such Consenting RCF Creditor under Section 3 of the CAM Agreement, the Administrative Agent and each other Secured Creditor shall have a claim against such Revolving Lender to the extent set forth in the CAM Agreement;

(C) the aggregate amount of all Swap Termination Claims held by Consenting RCF Creditors shall be deemed paid and satisfied in full as a result of the conversion thereof into Closing Date U.S. Term Loans;

(D) each Consenting RCF Creditor that is a Secured Hedge Provider shall cease to be, and shall cease to have any of the rights and obligations of, a “Secured Hedge Provider” under this Agreement and any Secured Hedge Agreement; and


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(E) After giving effect to the conversion and Pre-CAM Term Loan Increase pursuant to Section 2.23(a), the Closing Date U.S Term Loans, including the Pre-CAM Term Loan Increase and the Dollar- and Euro-denominated sub-tranches contemplated in Section 2.23(b) below, shall constitute a single Class, it being understood and agreed that the Pre-CAM Term Loan increase is intended to be fungible (including for tax purposes) with all other Closing Date U.S. Term Loans.

(b) Redenomination of Loans; Post-CAM Exchange Sub-Tranches.

(i) Currency Redenomination. Immediately upon the occurrence of the CAM Exchange, (A) all of the interests assigned or purchased pursuant to the CAM Agreement to each Lender that is a party to the Fifth Lender Forbearance Agreement and that holds Closing Date U.S. Term Loans (including as a result of the Pre-CAM Term Loan Increase) immediately prior to the CAM Exchange (together with each of their respective successors and assigns) shall, automatically and without further action, be redenominated into Loans denominated in Dollars at the Exchange Rate in effect two Business Days prior to the CAM Exchange Date and (B) all of the interests assigned or purchased pursuant to the CAM Agreement to each Lender that is a party to the Fifth Lender Forbearance Agreement and that holds EMEA Term Loans immediately prior to the CAM Exchange (together with each of their respective successors and assigns) shall, automatically and without further action, be redenominated into Loans denominated in Euros at the Exchange Rate in effect two Business Days prior to the CAM Exchange Date; provided that, in each case of clauses (A) and (B), (x) such redenomination shall not affect the aggregate amount of Obligations owed to any Lender or other Secured Creditor under the Loan Documents nor the aggregate amount of Obligations owed by each of the Borrowers to the Lenders or other Secured Creditors under the Loan Documents and (y) that the obligations of each Borrower in respect of principal, interest or other Obligations payable on the Loans shall continue to accrue in the original, Pre-CAM Exchange Date denomination of such Loans and the liability of each Borrower in respect thereof shall not exceed such amount that would have been payable by the applicable Borrower on the Loans had the foregoing currency redenomination hereunder not occurred (this proviso, the “Redenomination Liability Cap”).

(ii) Dollar and Euro Sub-Tranches. Interests which are redenominated pursuant to the foregoing clause (i) shall constitute separate sub-tranches (each, a “Sub-Tranche”), and assigned a separate “CUSIP” ; provided that each Sub-Tranche shall trade separately and shall be assigned by a Secured Creditor separately without the requirement to transfer other interests in any other Sub-Tranche, and each Assignment Agreement with respect to a Sub-Tranche shall identify the Sub-Tranche to which such Assignment Agreement relates.

(iii) Application of Payments. All payments and prepayments (including interest) applicable to Closing Date U.S. Term Loans or EMEA Term Loans (including voluntary and mandatory prepayments) shall be applied pro rata to the respective Sub-Tranches.


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(iv) Denomination of Payments. All payments with respect to Dollar U.S. Term Loans or Dollar EMEA Term Loans shall be made in Dollars and all payments with respect to Euro U.S. Term Loans or Euro EMEA Term Loans shall be made in Euros, in each case, subject to the Redenomination Liability Cap.

(v) Interest and Interest Periods. All Loans of each Sub-Tranche shall at all times bear interest as provided in the Credit Agreement for Closing Date U.S. Term Loans and Closing Date EMEA Term Loans, as applicable; provided that the first Interest Period applicable upon the occurrence of the CAM Exchange Date shall begin on the CAM Exchange Date and each Interest Period occurring thereafter shall commence on the day on which such Interest Period expires.

(i) Further Action. Notwithstanding the terms of Section 11.12 or any other provision of this Agreement, the Administrative Agent and the Borrowers may, without the consent of any other Lenders or Credit Parties, effect such ministerial or technical amendments to this Agreement and the other Loan Documents, implement such other ancillary documentation, instruments or filings or take such further steps as may be reasonably necessary or appropriate to effect the provisions of this Section 2.23.

(ii) Controlling Provision. The provisions of this Section 2.23 shall govern in the event of any inconsistency with any provisions contained in this Agreement or other Loan Documents. The Administrative Agent in consultation with the Borrowers and the Ad Hoc Lender Group Advisors shall make any determinations pursuant to Section 2.23, or to implement same, in good faith, all of which determinations shall be binding absent manifest error.

ARTICLE III.

INCREASED COSTS, ILLEGALITY AND TAXES

Section 3.01 Increased Costs, Illegality, etc.

(a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender or other Recipient, shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):


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cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) because of (x) any Change in Law since the Closing Date (including, but not limited to, a change in requirements for any reserve, special deposit, liquidity or similar requirements (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or other Recipient, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurocurrency Loan pursuant to this Agreement) or (y) other circumstances adversely affecting the London interbank market or the position of such Lender or other Recipient in any such market; or

(iii) at any time, that the making or continuance of any Eurocurrency Loan has become unlawful by compliance by such Lender in good faith with any Change in Law since the Closing Date, or would conflict with any thereof not having the force of law but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market; then, and in each such event, such Lender or other Recipient (or the Administrative Agent in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within ten (10) Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the U.S. Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders or other Recipients). Thereafter (x) in the case of clause (i) above, the affected Type of Eurocurrency Loans shall no longer be available until such time as the Administrative Agent notifies the Borrowers and the Lenders or other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Continuation or Conversion given by the Applicable Borrower with respect to such Type of Eurocurrency Loans that have not yet been incurred, Converted or Continued shall be deemed rescinded by the Applicable Borrower or, in the case of a Notice of Borrowing, shall, at the option of the Applicable Borrower in the case of a Loan denominated in Dollars, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Applicable Borrower shall pay to such Lender or other Recipient, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender or other Recipient shall determine) as shall be required to compensate such Lender or other Recipient for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender or other Recipient, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Applicable Borrower by such Lender or other Recipient shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Applicable Borrower shall take one of the actions specified in Section 3.01(b) as promptly as possible and, in any event, within the time period required by law.


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(b) At any time that any Eurocurrency Loan is affected by the circumstances described in Section 3.01(a)(ii) or (iii), the Applicable Borrower may (and in the case of a Eurocurrency Loan affected pursuant to Section 3.01(a)(iii) the Applicable Borrower shall) either (i) if the affected Eurocurrency Loan is then being made pursuant to a Borrowing, by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Applicable Borrower was notified by a Lender or other Recipient pursuant to Section 3.01(a)(ii) or (iii), cancel said Borrowing, or, in the case of any Borrowing of a Loan denominated in Dollars, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, (ii) if the affected Eurocurrency Loan is then outstanding and denominated in Dollars, upon at least one (1) Business Days’ notice to the Administrative Agent, require the affected Lender or other Recipient to Convert each such Eurocurrency Loan into a Base Rate Loan, (iii) if the affected Eurocurrency Loan is then outstanding and is a EMEA Term Loan, bear interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the Applicable Term Loan Margin or (iv) if the affected Eurocurrency Loan is then outstanding and is a Revolving Loan denominated in an Approved Currency, shall be repaid on the last day of the Interest Period applicable thereto; provided, however, that if more than one Lender or other Recipient is affected at any time, then all affected Lenders or other Recipients must be treated the same pursuant to this Section 3.01(b).

(c) If any Lender shall have determined that after the Closing Date, any Change in Law regarding capital adequacy or liquidity by any Governmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank, or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent corporation would have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy and liquidity), then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 3.01(c), will give prompt written notice thereof to the Applicable Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Applicable Borrower’s obligations to pay additional amounts pursuant to this Section 3.01(c) upon the subsequent receipt of such notice.

(d) Notwithstanding anything in this Agreement to the contrary, (i) no Lender shall be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 or Section 3.04 for any amounts incurred or accruing more than 180 days prior to the giving of notice to the


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Applicable Borrower of additional costs or other amounts of the nature described in such Sections (provided that if such additional costs or other amounts arose as a result of a Change in Law that was retroactive, then such 180 day period shall be extended to include the period of retroactive effect thereof), and (ii) no Lender shall demand compensation for any reduction referred to in Section 3.01(c) or payment or reimbursement of other amounts under Section 3.04 if it shall not at the time be the general policy or practice of such Lender to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Section 3.02 Breakage Compensation. The Applicable Borrower shall compensate each Lender, upon its written request (which request shall set forth the detailed basis for requesting and the method of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurocurrency Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurocurrency Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Continuation or Conversion (other than a Notice of Borrowing deemed withdrawn pursuant to Section 3.01(a)); (ii) if any repayment, prepayment, Conversion or Continuation of any Eurocurrency Loan occurs on a date that is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurocurrency Loans is not made on any date specified in a notice of prepayment given by the Applicable Borrower; (iv) as a result of an assignment by a Lender of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto pursuant to a request by the Applicable Borrower pursuant to Section 3.05(b); or (v) as a consequence of (x) any other default by the Applicable Borrower to repay or prepay any Eurocurrency Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 3.05(b). The written request of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender the amount shown as due on any such request within ten (10) days after receipt thereof.

Section 3.03 Net Payments.

(a) Defined Terms. For purposes of this Section 3.03, the term “Lender” includes any LC Issuer and the term “applicable law” includes FATCA.


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payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Borrowers. Each Credit Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any applicable Other Taxes.

(d) Indemnification by the Credit Parties. (i) Each EMEA Credit Party with respect to EMEA Term Loans shall, jointly and severally, with such other EMEA Credit Parties indemnify each applicable Recipient and (ii) each U.S. Credit Party with respect to U.S. Loans, Letters of Credit and Revolving Commitments shall, jointly and severally, with such other U.S. Credit Parties indemnify each applicable Recipient, in each case within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Applicable Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).


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(g) Status of Lenders.

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Applicable Borrower and the Administrative Agent, at the time or times reasonably requested by the Applicable Borrower or the Administrative Agent and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by the Applicable Borrower or the Administrative Agent or prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Applicable Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the U.S. Borrower or the Administrative Agent as will enable the Applicable Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding, including backup withholding, or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.03(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, in the event that the Applicable Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


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(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Applicable Borrower as described in Section 881(c)(3)(C) of the Code and that no payments in connection with any Loan Document are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership, or is a participating Lender), executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8 BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


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the Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify such Borrower and the Administrative Agent in writing of its legal inability to do so.

(i) VAT


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equal to the amount of the VAT (and such Recipient must promptly provide an appropriate VAT invoice to that party).

(iv) Any reference in this Section 3.03(i) to any party shall, at any time when such party is treated as a member of a group or unity (including but not limited to a fiscale eenheid for Dutch VAT purposes, “Unity”) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or Unity of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or Unity at the relevant time (as the case may be).

(v) In relation to any supply made by a Recipient to any party under any Loan Document, if reasonably requested by such Recipient, that party must promptly provide such


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Recipient with details of that party's VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

Section 3.04 Increased Costs to LC Issuers. If after the Closing Date, there is a Change in Law by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any LC Issuer or any Lender with any request or directive (whether or not having the force of law) by any such authority, central bank or comparable agency (in each case made subsequent to the Closing Date) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters of Credit issued by such LC Issuer or such Lender’s participation therein, or (ii) impose on such LC Issuer or any Lender any other conditions affecting this Agreement, any Letter of Credit or such Lender’s participation therein; and the result of any of the foregoing is to increase the cost to such LC Issuer or such Lender of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such LC Issuer or such Lender hereunder (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes), then, upon demand to the U.S. Borrower by such LC Issuer or such Lender (a copy of which notice shall be sent by such LC Issuer or such Lender to the Administrative Agent), the U.S. Borrower shall pay to such LC Issuer or such Lender such additional amount or amounts as will compensate any such LC Issuer or such Lender for such increased cost or reduction. A certificate submitted to the U.S. Borrower by any LC Issuer or any Lender, as the case may be (a copy of which certificate shall be sent by such LC Issuer or such Lender to the Administrative Agent), setting forth, in reasonable detail, the basis for the determination of such additional amount or amounts necessary to compensate any LC Issuer or such Lender as aforesaid shall be conclusive and binding on the U.S. Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish the U.S. Borrower’s obligations to pay additional amounts pursuant to this Section 3.04.

Section 3.05 Change of Lending Office; Replacement of Lenders.

(a) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a)(ii) or (iii), 3.01(c), 3.03 or 3.04 requiring the payment of additional amounts to the Lender, such Lender will, if requested by the U.S. Borrower, use commercially reasonable efforts (subject to overall policy considerations of such Lender) to designate another Applicable Lending Office for any Loans or Commitments affected by such event; provided, however, that such designation is made on such terms that such Lender and its Applicable Lending Office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any


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such Section. The U.S. Borrower hereby agrees to pay all reasonable, documented, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests any compensation, reimbursement or other payment under Section 3.01(a)(ii) or (iii), 3.01(c) or 3.04 with respect to such Lender, (ii) the U.S. Borrower is, or because of a matter in existence as of the date that the U.S. Borrower is seeking to exercise its rights under this Section will be, required to pay any additional amount to any Lender or Governmental Authority pursuant to Section 3.03, or (iii) or if any Lender is a Defaulting Lender, then the U.S. Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.06(c)), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations; provided, however, that (1) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the U.S. Borrower (in the case of all other amounts, including any breakage compensation under Section 3.02 hereof but excluding any amount payable under Section 2.13(g)), and (2) in the case of any such assignment resulting from a claim for compensation, reimbursement or other payments required to be made under Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 3.04 with respect to such Lender, or resulting from any required payments to any Lender or Governmental Authority pursuant to Section 3.03, such assignment will result in a reduction in such compensation, reimbursement or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the U.S. Borrower to require such assignment and delegation cease to apply.

(c) Nothing in this Section 3.05 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Sections 3.01, 3.03 or 3.04.

Section 3.06 Exchange Indemnification and Increased Costs. The U.S. Borrower shall, upon written demand from the Administrative Agent or the applicable LC Issuer or LC Participant (if any), pay to any such applicable Person the amount of (i) any loss or cost or increased cost incurred by such Person, (ii) any reduction in any amount payable to or in the effective return on the capital to such Person, (iii) any interest or any other return, including principal, foregone by such Person as a result of the introduction of, change-over to or operation of the applicable Approved Currency or (iv) any currency exchange loss that such Person sustains, in each case of clauses (i) through (iv), as a result of (1) any payment being made by any Borrower in an Approved Currency other than that originally extended to such Borrower (other than with respect to Letter of Credit fees and commissions) or (2) the failure of such Borrower to repay a Loan or to reimburse a Letter of Credit denominated in such Approved Currency. A certificate of the Administrative Agent setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Person shall be conclusively presumed to be correct save for manifest error.


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ARTICLE IV.

CONDITIONS PRECEDENT

Section 4.01 Conditions Precedent at Closing Date. The obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

(i) Credit Agreement. This Agreement shall have been executed by the Borrowers, the Administrative Agent, each LC Issuer and each of the Lenders.

(ii) Notes. The Applicable Borrower shall have executed and delivered to the Administrative Agent the appropriate Note or Notes for the account of each Lender that has requested the same.

(iii) Guaranty Agreements. (a) Each U.S. Borrower Guarantor that is a Buyer Loan Party shall have duly executed and delivered the Closing Date U.S. Subsidiary Guaranty and (b) each Non-U.S. Subsidiary Guarantor that is a Buyer Loan Party shall have duly executed and delivered the Closing Date Non-U.S. Subsidiary Guaranty.

(iv) Security Documents. The U.S. Borrower and each U.S. Borrower Guarantor that is a Buyer Loan Party shall have duly executed and delivered the U.S. Security Agreement and all of the following in connection therewith, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent: (A) the Collateral Assignments to which it is required to become a party pursuant to the terms of the U.S. Security Agreement, (B) a Perfection Certificate and (C) any U.S. Intellectual Property Security Agreement to which it is required to become a party pursuant to the terms of the U.S. Security Agreement.

(v) Fees. The U.S. Borrower shall have (A) paid to the Administrative Agent, for its own account, the fees required to be paid by it on the Closing Date pursuant to the Fee Letter, (B) paid to the Administrative Agent, for the account of the Lenders, the upfront fees required to be paid by it on the Closing Date, (C) paid to the Lead Arrangers the fees required to be paid pursuant to the Fee Letter and (D) paid or caused to be paid all reasonable fees and expenses of the Administrative Agent and of counsel to the Administrative Agent that have been invoiced at least two (2) Business Days prior to the Closing Date (or such later time or date as may be agreed to by the U.S. Borrower) in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.

(vi) Corporate Resolutions and Approvals. The Administrative Agent shall have received certified copies of the resolutions of the board of directors (or similar governing body) and any supervisory board (if applicable) of each Buyer Loan Party approving the Loan Documents to which such Buyer Loan Party is or may become a party, and of all documents evidencing other necessary corporate or other organizational action (including resolutions of the


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members or shareholders of a Buyer Loan Party, as the case may be, with respect to the execution, delivery and performance by such Buyer Loan Party of the Transactions and the Loan Documents to which it is or may become a party.

(vii) Incumbency Certificates. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Buyer Loan Party certifying the names and true signatures of the officers of such Buyer Loan Party authorized to sign the Loan Documents to which such Buyer Loan Party is a party and any other documents to which such Buyer Loan Party is a party that may be executed and delivered in connection herewith.

(viii) Opinions of Counsel. The Administrative Agent shall have received such opinions of counsel from counsel to the Buyer Loan Parties and/or counsel to the Lenders, as reasonably determined by counsel to such Buyer Loan Parties and counsel to the Lenders in each jurisdiction, in each jurisdiction in which any such Buyer Loan Parties is organized, in form and substance reasonably satisfactory to the Administrative Agent.

(ix) Recordation of Security Documents, Delivery of Collateral, Taxes, etc. Subject to the Funding Conditions Provision, the Security Documents (or proper notices or UCC financing statements) shall have been duly recorded, published and filed in such manner and in such places as is required by law to establish, perfect, preserve and protect the rights, Liens and security interests of the parties thereto and their respective successors and assigns, all Collateral items required to be physically delivered to the Administrative Agent thereunder shall have been so delivered, accompanied by any appropriate instruments of transfer, and all taxes, fees and other charges then due and payable in connection with the execution, delivery, recording, publishing and filing of such instruments and the issuance of the Obligations and the delivery of the Notes shall have been paid in full.

(x) Historical Financial Statements. The Administrative Agent shall have received (a) an unaudited consolidated balance sheet of the U.S. Borrower and its Subsidiaries as of the last day of the most recent fiscal quarter of the U.S. Borrower ended both (x) after the end of the most recent fiscal year for which financial statements have been delivered pursuant to clause (c) below and (y) at least 45 days prior to the Closing Date (but only if such period is one of the first three fiscal quarters of the fiscal year) and related statements of income and cash flows for the period ending on the last day of such fiscal quarter and beginning on the first day of the fiscal year in which such fiscal quarter falls and for the comparable period in the prior fiscal year, (b) the audited consolidated balance sheets of the U.S. Borrower and its Subsidiaries as of the end of the two most recent fiscal years ended at least 90 days prior to the Closing Date and related statements of income and cash flows of the U.S. Borrower and its Subsidiaries for the three most recent fiscal years of the U.S. Borrower ended at least 90 days prior to the Closing Date, and (c) the audited consolidated balance sheets of the Target and its subsidiaries as of the end of the fiscal years ended December 31, 2017 and December 31, 2016 and related consolidated statements of income and cash flows of the Target and its subsidiaries for each of the three fiscal years ended December 31, 2017, together with the related audit reports, in the case of the fiscal


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years ended December 31, 2017 and December 31, 2016, prepared in accordance EU IFRS and, in the case of the fiscal year ended December 31, 2015, prepared in accordance with the Luxembourg Generally Accepted Accounting Principles (“Luxembourg GAAP”) (clauses (a), (b) and (c),collectively, the “Historical Financial Statements”).

(xi) Pro Forma Financial Statements. The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the U.S. Borrower and its Subsidiaries as of and for the year ended at least 90 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) in accordance with, or reconciled to, GAAP.

(xii) Closing Certificate. The Administrative Agent shall have received an officer’s certificate executed by a Financial Officer of the U.S. Borrower certifying that the conditions in Sections 4.01(xiv) and 4.01(xvii) have been satisfied or will be substantially satisfied concurrently with the initial Credit Event on the Closing Date.

(xiii) Corporate Charters, Governing Documents and Good Standing Certificates. The Administrative Agent shall have received: (A) a certified copy of the Certificate or Articles of Incorporation or equivalent formation document of each Buyer Loan Party and any and all amendments and restatements thereof, certified as of a recent date by the relevant Secretary of State (or comparable governmental authority in any foreign jurisdiction or, in the case of a Credit Party organized under the laws of any province of Canada or under the laws of Ireland, an officer of such Buyer Loan Party), (B) a copy of the bylaws, operating agreement, partnership agreement or equivalent governing document of each such Buyer Loan Party and all amendments and restatements thereof, and, to the extent applicable, any unanimous shareholder agreement or declaration limiting the powers of the directors of such Buyer Loan Party, in each case, certified by the Secretary or an Assistant Secretary of such Buyer Loan Party, and (C) to the extent applicable, a “long-form” good standing certificate or a certificate of existence from the Secretary of State (or, if applicable, a certificate of status from a comparable governmental authority in any foreign jurisdiction) of the state or other applicable jurisdiction of incorporation or formation, dated as of a recent date, certifying as to the good standing of such Buyer Loan Party.

(xiv) Representations and Warranties. Subject to the Funding Conditions Provision, the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (except that any such representation and warranty that is qualified as to “materiality” or “material adverse effect” shall be true and correct in all respects).

(xv) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form attached hereto as Exhibit D, dated as of the Closing Date, and executed by a Financial Officer of the U.S. Borrower.


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(xvi) Intercompany Subordination Agreement. The U.S. Borrower and its Restricted Subsidiaries as determined immediately prior to the Closing Date shall have duly executed and delivered the Intercompany Subordination Agreement.

(xvii) Payment of Outstanding Indebtedness, etc. The Administrative Agent shall have received evidence of the occurrence of the Refinancing (or evidence that the Refinancing shall occur substantially concurrently with the initial Credit Event on the Closing Date).

(xviii) Target Acquisition; Target Acquisition Documentation. The Target Acquisition (including, for the avoidance of doubt, the issuance of the U.S. Borrower’s Equity Interests constituting a portion of the purchase price, as noted in subclause (xix) below) shall, substantially concurrently with the initial Credit Event on the Closing Date, be consummated pursuant to the Target Acquisition Agreement (without any amendment, modification or waiver of any provision of the Target Acquisition Agreement that would be materially adverse to the Lenders or the Lead Arrangers without the consent of the Lead Arrangers; it being agreed and understood that (x) any reduction in aggregate purchase price from the original aggregate purchase price set forth in the Target Acquisition Agreement shall not be materially adverse to the interests of the Lenders or the Lead Arrangers so long as such decrease is allocated to reduce the aggregate principal amount of the Term Loans on a dollar-for-dollar basis, and (y) any increase in purchase price shall not be materially adverse to the Lenders or the Lead Arrangers so long as such increase is not funded with the proceeds of Indebtedness or Disqualified Equity Interests).

(xix) Equity Issuance. The U.S. Borrower shall have received on or prior to the Closing Date, net cash proceeds of not less than $250,000,000 from the issuance of its Equity Interests; provided that any preferred stock shall be issued pursuant to the Series A CoD (or such other terms as agreed to between the U.S. Borrower and the Lead Arrangers).

(xx) Patriot Act. The Administrative Agent and the Lenders shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information reasonably requested by the Administrative Agent and the Lenders under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, so long as such information is requested at least ten (10) Business Days prior to the Closing Date.

(xxi) Notice of Borrowing and Flow of Funds Memorandum. The Administrative Agent shall have received a Notice of Borrowing no later than 3:00 P.M. one (1) Business Day in advance of the Closing Date (or such later time or date as the Administrative Agent may agree in its reasonable discretion) together with a flow of funds memorandum.


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Section 4.02 Conditions Precedent to All Credit Events After the Closing Date. The obligations of the Lenders and each LC Issuer to make or participate in each Credit Event after the Closing Date is subject, at the time thereof, to the satisfaction of the following conditions:

(i) Revolving Credit Exposure. Immediately after giving effect to any such Credit Event after the Closing Date, the Aggregate Revolving Facility Exposure shall not exceed the Revolving Commitments then in effect.

(ii) Notice. The Administrative Agent (and in the case of subpart (iii) below, the applicable LC Issuer) shall have received, as applicable, (i) a Notice of Borrowing meeting the requirements of Section 2.06(b) with respect to any Borrowing (other than a Continuation or Conversion), (ii) a Notice of Continuation or Conversion meeting the requirements of Section 2.10(b) with respect to a Continuation or Conversion, or (iii) an LC Request meeting the requirements of Section 2.05(b) with respect to each LC Issuance.

(iii) No Default; Representations and Warranties. With respect to each Credit Event after the Closing Date, at the time thereof and also after giving effect thereto: (i) there shall exist no Default or Event of Default; and (ii) all representations and warranties of the Credit Parties contained herein or in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made (except to the extent any such representation or warranty is qualified by “materiality or “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects).

Section 4.03 Conditions Satisfied.(i) The acceptance of the benefits of (i) the Credit Events on the Closing Date shall constitute a representation and warranty by the Applicable Borrower to the Administrative Agent, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied as of the times referred to in such Section and (ii) subject to the terms and conditions of Sections 2.17, 2.18, 2.19, 2.20 and 2.21 and any Limited Condition Acquisition, each Credit Event thereafter shall constitute a representation and warranty by the Applicable Borrower to the Administrative Agent, each LC Issuer and each of the Lenders that all of the applicable conditions specified in Section 4.02 have been satisfied as of the times referred to in such Section.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent, the Lenders and each LC Issuer to enter into this Agreement and to make the Loans and to issue and to participate in the Letters of Credit provided for


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herein, the Borrowers (with respect to themselves and on behalf of the Restricted Subsidiaries) make the following representations and warranties to, and agreements with, the Administrative Agent, the Lenders and each LC Issuer, all of which shall survive the execution and delivery of this Agreement and each Credit Event:

Section 5.01 Corporate Status. The U.S. Borrower and each of its Restricted Subsidiaries (i) is a duly incorporated, organized or formed (as applicable) and validly existing corporation, company, partnership or limited liability company, as the case may be, (ii) is in good standing or in full force and effect under the laws of the jurisdiction of its formation, (iii) has the corporate, partnership or limited liability company power and authority, as applicable, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage, and (iv) is duly qualified and is authorized to do business in all jurisdictions where it is required to be so qualified or authorized except, in the case of clauses (ii), (iii), and (iv) where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 5.03 No Violation. Neither the execution, delivery and performance by any Credit Party of the Loan Documents to which it is party nor compliance with the terms and provisions thereof (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority applicable to such Credit Party or its properties and assets, (ii) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than the Liens created pursuant to the Security Documents) upon any of the property or assets of such Credit Party pursuant to the terms of (A) any Target Acquisition Documentation or any Material Contract, or (B) any other promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other agreement or other instrument, to which such Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject which evidences Material Indebtedness, or (iii) will violate any provision of the Organizational Documents of such Credit Party, in each case referred to in clauses (i), (ii) and (iii) where the contravention, conflict or violation thereof would reasonably be expected to have a Material Adverse Effect.


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Section 5.04 Governmental Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority (including the U.S. Department of Commerce pursuant to the Export Administration Regulations) is required to authorize or is required as a condition to (i) the execution, delivery and performance by any Credit Party of any Loan Document to which it is a party or any of its obligations thereunder or (ii) the legality, validity, binding effect or enforceability of any Loan Document to which any Credit Party is a party, except (x) the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Security Documents, subject to the Funding Conditions Provision, the Agreed Security Principles, the Legal Reservations and the Non-U.S. Perfection Requirements and (y) those orders, consents, approvals, licenses, authorizations, or validations received, or filings, recordings or registrations filed, or exemptions granted, if any.

Section 5.05 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrowers, threatened in writing with respect to any Credit Party or any of their respective Restricted Subsidiaries or against any of their respective properties (i) that have had, or would reasonably be expected to have, a Material Adverse Effect, or (ii) that question the validity or enforceability of any of the Loan Documents, or of any action to be taken by any Credit Party pursuant to any of the Loan Documents.

Section 5.06 Use of Proceeds; Margin Regulations; Sanctions.

(a) The proceeds of (i) all Initial Term Loans incurred on the Closing Date, Revolving Loans and LC Issuances shall be utilized to (a) consummate the Target Acquisition and pay the fees, costs and expenses incurred in connection therewith, (b) consummate the Refinancing, (c) provide working capital and funds for other general corporate purposes (including consummating Permitted Acquisitions, permitted Investments and permitted Restricted Payments) and (d) provide back-to-back support for or to replace the Existing Letters of Credit, in each case, not inconsistent with the terms of this Agreement; provided that the aggregate principal amount of Revolving Loans made on the Closing Date (if any) shall not exceed $60,000,000 and shall be used solely to fund any original issue discount and/or upfront fees with respect to the Loans required to be funded on the Closing Date pursuant to any applicable market flex or securities demand provisions under the Fee Letter and (ii) all 2020 EMEA Term Loans shall be utilized to (a) consummate Amendment No. 2 and pay the fees, costs and expenses incurred in connection therewith and (b) to repay existing Indebtedness under the Revolving Facility in part.

(b) No part of the proceeds of any Credit Event will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. At no time would more than 25% of the value of the assets of the U.S. Borrower or of the U.S. Borrower and its consolidated Subsidiaries that are subject to any “arrangement” (as such term is used in Section 221.2(g) of such Regulation U) hereunder be represented by Margin Stock.


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(c) The Borrowers will use commercially reasonable efforts such that no proceeds borrowed under any Loan will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, except and to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration has been obtained (in a form satisfactory to the Administrative Agent) confirming that the intended "use of proceeds in Switzerland" does not result in interest payments in respect of any Loan becoming subject to a withholding or deduction for Swiss Withholding Tax.

(d) No part of the proceeds of any Credit Event will be used directly or indirectly to fund any unlawful activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or in any other manner that would result in a violation of Sanctions by any Person. This Section 5.06 shall not be interpreted or applied to any Credit Party with its seat in Germany to the extent that the obligations under this Section 5.06 would violate or expose such Credit Party or any directors, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)).

Section 5.07 Financial Statements(a) .

(a) The U.S. Borrower has furnished to the Administrative Agent and the Lenders complete and correct copies of the Historical Financial Statements. The financial statements referred to in clauses (a) and (b) of the definition of Historical Financial Statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the U.S. Borrower and its Subsidiaries (excluding, for the avoidance of doubt, the Target Companies) as of the respective applicable dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to the absence of footnotes and normal audit or review adjustments. The financial statements referred to in clause (c) of the definition of Historical Financial Statements have been prepared in accordance with EU IFRS, or, in the case of the fiscal year ended December 31, 2015, Luxembourg GAAP, in each case consistently applied (except as stated therein), and fairly present the financial position of the Target Companies as of the respective applicable dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated. Other than the Obligations, the U.S. Borrower, the Target and their respective Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto in accordance with GAAP, EU IFRS or Luxembourg GAAP, as applicable, and that in any such case is material in relation to the business, operations, properties, assets or financial condition of the U.S. Borrower, the Target and their respective Subsidiaries.


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(b) The financial projections of the U.S. Borrower and its Subsidiaries, dated as of April 10, 2018, prepared by the U.S. Borrower (after giving effect to the Transactions) calculated on an annual basis for the calendar years 2017 through 2022 and delivered to the Administrative Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the U.S. Borrower in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made in light of the conditions existing at the time the Financial Projections were created; provided that no representation or warranty is made as to the impact of future general economic conditions or as to whether the U.S. Borrower’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Projections may differ materially from the Financial Projections.

(c) The Target German Assets contributed approximately $21,000,000 of Consolidated EBITDA calculated on a pro forma basis (giving effect to the Target Acquisition as if it had occurred on January 1, 2017) for the fiscal year ended December 31, 2017.

Section 5.08 Solvency. Both immediately before and immediately after giving effect to the Transactions to occur and the initial Credit Event on the Closing Date, (i) the present fair salable value of the assets of the U.S. Borrower and its Subsidiaries, on a consolidated basis, is greater than the (a) total amount of present debts and liabilities (including subordinated and contingent liabilities) of the U.S. Borrower and its Subsidiaries, on a consolidated basis, and (b) amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured, (ii) the U.S. Borrower and its Subsidiaries, on a consolidated basis, are able to pay all debts and liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured, (iii) the U.S. Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the date hereof, and (iv) neither the U.S. Borrower nor any of its Subsidiaries intends to hinder, delay or defraud either present or future creditors or any other person to which the U.S. Borrower or its Subsidiaries are or, on or after the date hereof, will become indebted. For purposes of this Section 5.08, in computing the amount of contingent liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Section 5.09 No Material Adverse Change. Since the Closing Date, there has been no change in the financial condition, business, affairs or properties and assets of the U.S. Borrower and its Restricted Subsidiaries taken as a whole, except for changes none of which, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect.

Section 5.10 Tax Returns and Payments.


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Each Credit Party has filed all U.S. federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it that have become due, other than (x) those not yet delinquent or those being contested in good faith and (y) as described on Schedule 5.10. No claims or investigations are being asserted against Credit Parties with respect to Taxes, where such claim or investigation would have a Material Adverse Effect, unless the same are being disputed in good faith by appropriate means or adequate reserves are being maintained in respect of such claims. Each Credit Party has established on its books such charges, accruals and reserves in respect of taxes, assessments, fees and other governmental charges for all fiscal periods as are required by GAAP. No Credit Party knows of any proposed assessment for additional federal, foreign, state or provincial taxes for any period, or of any basis therefor, which, individually or in the aggregate, taking into account such charges, accruals and reserves in respect thereof as the U.S. Borrower and its Restricted Subsidiaries have made, would reasonably be expected to have a Material Adverse Effect.

Section 5.11 Title to Properties, etc. Each Credit Party has good and marketable title, in the case of owned Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens or as a result of a Directed Divestment In Trust. Schedule 5.11 sets forth a complete list of each Real Property owned by the Credit Parties on the Closing Date having a fair market value in excess of $10,000,000.

Section 5.12 Lawful Operations, etc. Each Credit Party and each Restricted Subsidiary: (i) holds all necessary foreign, federal, state, provincial, local and other governmental licenses, registrations, certifications, permits and authorizations necessary to conduct its business and own its properties (except as a result of any Directed Divestment with respect to any Target German Asset); and (ii) is in full compliance with all requirements imposed by law, regulation or rule, whether foreign, federal, state or local, that are applicable to it, its operations, or its properties and assets, including applicable requirements of Environmental Laws, except for any failure to obtain and maintain in effect, or noncompliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 5.13 Environmental Matters.


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(b) To the knowledge of the Credit Parties, Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any Real Property of the Credit Parties or any of their Subsidiaries or (ii) released on or about any such Real Property, in each case where such occurrence or event is not in compliance with or would give rise to liability of the U.S. Borrower or its Subsidiaries under Environmental Laws and would reasonably be expected to have a Material Adverse Effect.

Section 5.14 Compliance with ERISA, etc.

(a) Compliance by the Credit Parties with the provisions hereof and Credit Events contemplated hereby will not involve any non-exempt prohibited transaction within the meaning of ERISA or Section 4975 of the Code. The Credit Parties, their Subsidiaries and each ERISA Affiliate, except for such non-compliance that would not reasonably be expected to have a Material Adverse Effect (i) has fulfilled all obligations under the minimum funding standards of ERISA and the Code with respect to each U.S. Plan that is not a Multi-Employer Plan or a Multiple Employer Plan, (ii) has satisfied all contribution obligations in respect of each Multi-Employer Plan and each Multiple Employer Plan, (iii) is in compliance with all other applicable provisions of ERISA and the Code with respect to each U.S. Plan, and (iv) has not incurred any liability under Title IV of ERISA with respect to any U.S. Plan, or any trust established thereunder. No Plan or trust created thereunder has been terminated, and there have been no Reportable Events, with respect to any U.S. Plan or trust created thereunder, which termination or Reportable Event will or would reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of a Credit Party nor any ERISA Affiliate is at the date hereof, or has been at any time within the five (5) years preceding the date hereof, an employer required to contribute to any Multi-Employer Plan or Multiple Employer Plan. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has any contingent liability with respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed to the Administrative Agent and the Lenders in writing.


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(c) Neither the U.S. Borrower nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the United Kingdom Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom Pensions Schemes Act 1993).

(d) Neither the U.S. Borrower nor any of their Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the United Kingdom Pensions Act 2004) such an employer.

Section 5.15 Intellectual Property, etc. Each Credit Party and each Restricted Subsidiary has obtained or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and other rights with respect to the foregoing necessary for the present conduct of its business, without, to the knowledge of the Borrowers, any conflict with the rights of others, except for such patents, trademarks, service marks, trade names, copyrights, licenses and rights, the loss of which, and such conflicts that, in any such case individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, Schedule 5.15 sets forth a complete list of (i) all material trade names and service marks and (ii) all registered patents, trademarks and copyrights


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(other than such patents, trademarks and copyrights that have been abandoned or lapsed), in the case of each of clauses (i) and (ii), with respect to owned Intellectual Property.

Section 5.18 Centre of Main Interests and Establishments. For the purposes of Regulation (EU) No. 2015/848 of the European Parliament and of the Council of 20 May 2015 on Insolvency Proceedings (recast) (the “European Insolvency Regulation”), the centre of main interest (as that term is used in Article 3(1) of the European Insolvency Regulation) of each Non-U.S. Subsidiary (other than Non-U.S. Subsidiaries incorporated in Switzerland) is not situated in its jurisdiction of incorporation and it has an “establishment” (as that term is used in Article 2(10) of the European Insolvency Regulation) in any other jurisdiction.

Section 5.19 Security Interests, etc.


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Closing Date, the only Liens on and security interests in any Collateral that are required to be provided or perfected on the Closing Date are set forth in the Funding Conditions Provision.

Section 5.20 True and Complete Disclosure. The written factual information (taken as a whole), including any supplements and updates thereto, heretofore or contemporaneously furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated herein (other than the Financial Projections (as to which representations are made only as provided in Section 5.07(b)), forecasts, estimates and other forward looking information, pro forma financial information and information of a general economic or industry specific nature) is, and all other such written factual information (taken as a whole), including any supplements and updates thereto, hereafter furnished by or on behalf of such Person in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified (unless such information specifically refers to an earlier date, in which case it shall be true and accurate in all material respects on and as of such earlier date) and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided.

Section 5.21 [Reserved].

Section 5.22 Capitalization. As of the Closing Date after giving effect to the Transaction, Schedule 5.22 sets forth, in all material respects, a true, complete and accurate description of the equity capital structure of each of the U.S. Borrower’s Subsidiaries (other than Immaterial Subsidiaries) showing, for each such Person, accurate ownership percentages of the equityholders of record. Except as set forth on Schedule 5.22, as of the Closing Date (a) there are no material preemptive rights, outstanding subscriptions, warrants or options to purchase any Equity Interests of any Credit Party and (b) there are no material obligations of any Credit Party to redeem or repurchase any of its Equity Interests. The Equity Interests of each Credit Party described on Schedule 5.22 (i) are validly issued and fully paid and non-assessable (to the extent such concepts are applicable to the respective Equity Interests and subject to the assessability of the shares to a Nova Scotia unlimited company under the Companies Act (Nova Scotia)) and (ii) are owned of record and beneficially as set forth on Schedule 5.22, free and clear of all Liens (other than Permitted Liens or as a result of any Directed Divestment In Trust). The Organizational Documents of each such Person whose Equity Interests are subject to the Liens created under the Loan Documents with the exception of any Equity Interests in any such Person existing under any laws of Canada do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Liens created under the Loan Documents.

Section 5.23 Target Acquisition Documentation. Each Credit Party has the power and authority to enter into the Target Acquisition Documentation to which it is a party and has duly authorized, executed and delivered such Target Acquisition Documentation. The Target Acquisition Documentation constitutes the legal, valid and binding obligations of each Buyer Loan Party that is a party thereto enforceable against such Buyer Loan Party in accordance with the terms of the Target Acquisition Documentation (except as such enforceability may be limited by applicable bankruptcy,


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insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)).

Section 5.24 Anti-Terrorism and Anti-Money Laundering Law Compliance.

(a) Each Credit Party and each Subsidiary of each Credit Party is and will remain in compliance with all U.S. trade, economic or financial sanctions laws, embargoes, Executive Orders, restrictive measures and implementing regulations as promulgated by the U.S. Department of State, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act or Executive Order No. 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, as amended, and other applicable law and all regulations issued or promulgated pursuant thereto as well as all applicable Anti-Corruption Laws. Each Credit Party and each Subsidiary of each Credit Party is and will remain in compliance with all other trade, economic or financial sanctions and anti-money laundering or anti-terrorism laws applicable to it. No Credit Party and no Subsidiary of a Credit Party and, to the knowledge of the Borrowers, no Affiliate, director, officer, employee or agent of any Credit Party or any of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are (i) the subject of any trade, economic or financial sanctions laws, embargoes or restrictive measures administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Government of Canada (including Global Affairs Canada and Public Safety Canada), the Swiss State Secretariat for Economic Affairs (SECO) or the Swiss Directorate of International Law or other relevant sanctions authority (collectively, “Sanctions”) or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions.

(b) The Credit Parties, each of their Subsidiaries and, to the knowledge of the Borrowers, each of their Affiliates, are in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) the Patriot Act and (iii) other federal, state, provincial or other applicable laws relating to “know your customer” and anti-money laundering rules and regulations.

(c) No part of the proceeds of any Loan will be used directly or indirectly for any unlawful payments to any Person, government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010 or other similar legislation in other jurisdictions.

(d) This Section 5.24 shall not be interpreted or applied to any Credit Party with its seat in Germany to the extent that the obligations under this Section 5.24 would violate or expose such Credit Party or any directors, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the


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European Union and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV).

Section 5.25 Communications Matters.

(a) U.S. Communications Matters.

(i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the U.S. Borrower or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the U.S. Borrower and its Restricted Subsidiaries holds all material U.S. Communications Licenses necessary for the U.S. Borrower and each of its Restricted Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the U.S. Borrower and each Restricted Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower and its Subsidiaries, and all activities using the U.S. Communications Licenses, are in compliance in all material respects with the U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the U.S. Communications Licenses is pending or, to the knowledge of the U.S. Borrower, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


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(iii) Except as set forth on Schedule 5.25(a)(iii), the operation of the business and assets of the U.S. Borrower and its Subsidiaries is in material compliance with the U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower and its Subsidiaries to the FCC and any U.S. Governmental Authority with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower nor any of its Subsidiaries has received any written notice, or has any knowledge that the operation of the U.S. portion of its business or assets is not or has failed to be in compliance in all material respects with the U.S. Communications Laws or the U.S. Communications Licenses. No material deficiencies have been asserted by the FCC, any other U.S. Governmental Authority, or any other Person with respect to any aspect of the business or assets of the U.S. Borrower and its Subsidiaries subject to the jurisdiction of the FCC or such U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower or its Subsidiaries or any holder thereunder.

(iv) Each of the U.S. Borrower and its Subsidiaries is in compliance in all material respects with each of the CALEA Requirements, CPNI Requirements and USF Requirements, that are applicable to such Person and the conduct of its business or assets. All required material reports, fees, filings, applications and other submissions of the U.S. Borrower and its Subsidiaries to the FCC, the Universal Service Administrative Company, and any other U.S. Governmental Authority, or any other entity with respect to such requirements are true and correct in all material respects and have been timely filed. Each of the U.S. Borrower and its Subsidiaries has timely taken all material actions necessary to comply with each of the foregoing CALEA Requirements, CPNI Requirements and USF Requirements, as applicable.

(v) Except as set forth on Schedule 5.25(a)(v), neither the U.S. Borrower nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any of the CALEA Requirements, CPNI Requirements, or USF Requirements that are applicable to such Person or the conduct of its business or assets. No material deficiencies have been asserted by the FCC, any U.S. Governmental Authority, or any other Person with respect to such requirements which have not been timely cured.

(b) Non-U.S. Communications Matters.


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any activity subject to the jurisdiction of any non-U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such Non-U.S. Communications License, in each case except for certain Non-U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Except for the Non-U.S. Communications Licenses listed on Schedule 5.25(b)(i) as “pending” which have been applied for by the U.S. Borrower or any of its Subsidiaries but not yet received, each of the U.S. Borrower and its Restricted Subsidiaries holds all Non-U.S. Communications Licenses necessary for the U.S. Borrower and its Restricted Subsidiaries in all material respects to operate the non-U.S. portion of its business and assets and engage in all activities necessary for the operation of the non-U.S. portion of its business and assets. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any Non-U.S. Communications License held by any Person who is not a Credit Party to comply with the immediately preceding sentence, except where such use of any such Non-U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) The Non-U.S. Communications Licenses were validly issued, are in full force and effect without conditions except for such conditions as are generally applicable to holders of such Non-U.S. Communications Licenses and constitute the valid, legal, binding and enforceable obligation of the U.S. Borrower and each Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the Non-U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written Non-U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(b)(i) hereto (except for certain Non-U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect). The U.S. Borrower and its Subsidiaries, the operation of the non-U.S. portion of its business and assets and all other activities using the Non-U.S. Communications Licenses, are in compliance in all material respects with the Non-U.S. Communications Licenses, and no suspension, modification, termination or cancellation of any of the Non-U.S. Communications Licenses is pending or, to the knowledge of the U.S. Borrower, threatened, except, in each case, where the failure to so comply, or the suspension, modification, termination or cancellation of, any of the Non-U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(iii) Except as set forth on Schedule 5.25(b)(iii), the operation of the business and assets of the U.S. Borrower and its Subsidiaries is in material compliance with the Non-U.S. Communications Laws, including any laws restricting foreign ownership of a telecommunications company. All required material reports, fees, including all Regulatory Assessments, filings, applications, notices, and other submissions of the U.S. Borrower and its Subsidiaries to any non-U.S. Governmental Authority, including the CRTC and ISEDC, with jurisdiction over telecommunications matters, are true and correct in all material respects and have been filed and paid. Neither the U.S. Borrower nor any of its Subsidiaries has received any written notice, or has any knowledge that the conduct of the non-U.S. portion of its business or assets is not or has


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failed to be in compliance in all material respects with the Non-U.S. Communications Laws or the Non-U.S. Communications Licenses. No material deficiencies have been asserted by any non-U.S. Governmental Authority or any other Person with respect to any aspect of the business or assets of the U.S. Borrower and its Subsidiaries subject to the jurisdiction of such non-U.S. Governmental Authority, which have not been timely cured or are in the process of being timely cured. No event has occurred and is continuing which could reasonably be expected to result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any Non-U.S. Communications License or materially or adversely affect any rights of the U.S. Borrower or its Subsidiaries or any holder thereunder.

(iv) Except as set forth on Schedule 5.25(b)(iv), neither the U.S. Borrower nor any of its Subsidiaries has received any written notice or has any knowledge that it is not or has failed to be in compliance in all material respects with any foreign requirements equivalent to the CALEA Requirements, CPNI Requirements or USF Requirements, including the Canadian Contribution Regime Requirements, that are applicable to such Person or such Person’s business or assets. No material deficiencies have been asserted by any Governmental Authority, including the CRTC or ISEDC, or any other Person with respect to such requirements which have not been timely cured.

Section 5.26 Licenses, Approvals and Rights-of-Way. Neither the U.S. Borrower nor any of its Subsidiaries is a party to or has knowledge of any investigation, inquiry, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any court or Governmental Authority or any non-governmental regulatory body or of any other proceedings which could in any manner threaten or adversely affect the validity or continued effectiveness of the material Licenses and Rights-of-Way of the U.S. Borrower or any of its Restricted Subsidiaries or give rise to any order of forfeiture or material monetary penalty. Each of the U.S. Borrower and its Restricted Subsidiaries holds all Licenses and Rights-of-Way necessary for each of the U.S. Borrower and its Restricted Subsidiaries in all material respects to operate its business and engage in all activities necessary for the operation of its business and assets. The Borrowers have no reason to believe that such Licenses and Rights-of-Way will not be renewed in the ordinary course. Each of the U.S. Borrower and its Restricted Subsidiaries has filed in a timely manner all material reports, applications, notices, registrations, renewals, documents, instruments and any other material information of whatever type required to be filed, and has paid all material fees, including all Regulatory Assessments, required to be paid by it pursuant to applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its Licenses or Rights-of-Way or that are related to the Licenses or the Rights-of-Way. Neither the U.S. Borrower nor any of its Restricted Subsidiaries utilizes or relies on any License or Right-of-Way held by any Person who is not a Credit Party. The term “Licenses” as included in this Section 5.26 excludes U.S. Communications Licenses and Non-U.S. Communications Licenses.

Section 5.27 No Immunity. No Credit Party nor any of their respective Subsidiaries or assets is entitled to immunity from suit, execution, attachment or other legal process and in any proceedings in relation to the Loan Documents to which it is a party and no Credit Party nor any of their


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respective Subsidiaries will be entitled to claim immunity for itself or any of its assets arising from suit, execution or other legal process.

ARTICLE VI.

AFFIRMATIVE COVENANTS

The Borrowers hereby covenant and agree that on the Closing Date and thereafter so long as this Agreement is in effect and until such time as the Commitments have been terminated, no Notes remain outstanding and the Loans, together with interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents, have been paid in full (excluding any contingent indemnity and reimbursement obligations which survive termination of the Loan Documents and in respect of which no claim has been made), as follows:

Section 6.01 Reporting Requirements. The U.S. Borrower will furnish to the Administrative Agent and each Lender:

(a) Annual Financial Statements. Not later than 90 days after the close of each fiscal year of the Parent GuarantorU.S. Borrower ending on or after December 31, 2020 (or, solely, in the case of the fiscal year of the Parent Guarantor ending December 31, 2020, not later than July 20, 2021 (which date may be extended by the Required Lenders in writing (which writing may be in the form of an e-mail from the Ad Hoc Lender Group Advisors)))2018, the audited consolidated balance sheets of the Parent GuarantorU.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations, of stockholders’ equity and of cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, all in reasonable detail and accompanied by the opinion with respect to such consolidated financial statements of such independent public accountants of recognized national standing selected by the Parent GuarantorU.S. Borrower, which opinion shall be unqualified (other than in respect of Non-U.S. Subsidiaries of the Parent GuarantorU.S. Borrower, for which such accountants may rely on the audited financial statements of other accountants in a manner consistent with past practices), in each case which such financial statements (A) shall be certified by a Financial Officer that such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards, that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Parent GuarantorU.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal year in conformity with GAAP, or (B) contain such statements as are customarily included in unqualified reports of independent accountants. Any such financial statements that are filed pursuant to and are accessible through the SEC’s EDGAR system will be deemed to have been provided in accordance with this clause (a) so long as the Administrative Agent and each Lender have received notification of the same..


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(b) “Quarterly Financial Statements. Not later than 45 days after the close of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor (commencing with the fiscal quarter ending March 31, 2021)U.S. Borrower (or, solely, in the case of the fiscal quarter of the Parent GuarantorU.S. Borrower ending March 31June 30, 20212020, not later than July 20, 2021 (which date may be extended by the Required Lenders in writing (which writing may be in the form of an e-mail from the Ad Hoc Lender Group Advisors))October 30, 2020), the unaudited consolidated balance sheets of the Parent GuarantorU.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of operations, of stockholders’ equity and of cash flows for such quarterly period and for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of operations, of stockholders’ equity and of cash flows, comparative figures for the related periods in the prior fiscal year, and which shall be certified on behalf of the Parent GuarantorU.S. Borrower by a Financial Officer, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes. Any such financial statements that are filed pursuant to and are accessible through the SEC’s EDGAR system will be deemed to have been provided in accordance with this clause (b) so long as the Administrative Agent and each Lender have received notification of the same.

(c) Officer’s Compliance Certificates. At the time of the delivery of the financial statements provided for in subparts (a) and (b) above, (i) a certificate (a “Compliance Certificate”), substantially in the form of Exhibit E, signed by a Financial Officer to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Credit Parties have taken or proposes to take with respect thereto, which certificate shall set forth the calculations required to establish compliance with the provisions of Section 7.07, and (ii) a management’s discussion and analysis with respect to such financial statements for such period.

(d) Budgets and Forecasts. Not later than the later to occur of (i) 30 days after the same shall have been approved by the U.S. Borrower’s Board of Directors and (ii) 60 days after the end of each fiscal year of the U.S. Borrower, commencing with the fiscal year ending December 31, 2018, a consolidated budget in reasonable detail for each of the four fiscal quarters of such fiscal year, as customarily prepared by management for its internal use, setting forth, with appropriate discussion, the forecasted balance sheet, income statement, operating cash flows and capital expenditures of the U.S. Borrower and its Subsidiaries for the period covered thereby, and the principal assumptions upon which forecasts and budget are based; provided that such budget shall not be required to include projections for any Subsidiary of the U.S. Borrower whose assets consist solely of the Equity Interests of any other Subsidiary or Subsidiaries.

(d) Budget and Variance Reports.

(i) After the occurrence of the Priming Facility Discharge, by no later than 5:00 p.m., New York City time, on the Thursday of the first full calendar week following the Infrastructure Disposition Prepayment Date, and on the Thursday of each fourth full calendar week thereafter until the Petition Date (as defined in the RSA), deliver to the Administrative Agent, the Administrative Agent Advisors, the Ad Hoc Lender Group Advisors, the Ad Hoc 2020


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EMEA Group Advisors, the Ad Hoc Noteholder Group Advisors and each Private-Side Lender, a budget in a form consistent with the then-Approved Budget (an “Updated Budget”), which shall be deemed to be satisfactory to, and consented to by, the Required Lenders unless the Ad Hoc Lender Group Advisors object thereto in writing (with an e-mail from the Ad Hoc Lender Group Advisors being sufficient) by 5:00 p.m., New York City time, on the day that is five (5) calendar days thereafter. Once such Updated Budget is satisfactory or deemed satisfactory to the Required Lenders in accordance with the foregoing, the Updated Budget shall become the Approved Budget.

(ii) After the occurrence of the Priming Facility Discharge, by no later than 5:00 p.m., New York City time, on the Thursday following the end of the first Variance Testing Period and on the Thursday of each calendar week thereafter until the Petition Date (as defined in the RSA) (each such Thursday, a “Report Date”)), deliver to the Administrative Agent, the Administrative Agent Advisors, the Ad Hoc Lender Group Advisors, the Ad Hoc 2020 EMEA Group Advisors, the Ad Hoc Noteholder Group Advisors and each Private-Side Lender, a line-item by line-item variance report that is in a form consistent with variance reports that have been provided to the Ad Hoc Lender Group Advisors pursuant to the Priming Facility Credit Agreement (each a “Variance Report”), setting forth, in reasonable detail, descriptions of any material variances between actual amounts for each line-item in the Approved Budget for the cumulative four week period then-ended versus projected amounts set forth in the applicable Approved Budget for each line-item included therein on a cumulative basis for such cumulative four week period.

(iii) By no later than 5:00 p.m., New York City time, on the last Thursday of each calendar month, deliver to the Administrative Agent, the Administrative Agent Advisors, the Ad Hoc Lender Group Advisors, the Ad Hoc 2020 EMEA Group Advisors, the Ad Hoc Noteholder Group Advisors and each Private-Side Lender, a report containing the key performance indicators and other information set forth in the KPI Report relating to the most recently ended calendar month.

(e) Notices. Promptly, and in any event within five (5) Business Days, after any Credit Party or any Restricted Subsidiary obtains knowledge thereof, notice of:

(i) the occurrence of any event that constitutes an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Applicable Borrower proposes to take with respect thereto;

(iii) any amendment or waiver of the terms of, or notice of default under, (x) the Subordinated Debt Documents governing Subordinated Indebtedness constituting Material


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Indebtedness or (y) the Junior Lien Debt Documents governing Junior Lien Indebtedness constituting Material Indebtedness; or

(iv) any event that would reasonably be expected to have a Material Adverse Effect.

(f) ERISA Event, Non-U.S. Plan Event, Canadian Pension Plan Event.

(i) Promptly, and in any event within ten (10) Business Days after any Credit Party or any Subsidiary of a Credit Party or any ERISA Affiliate, as applicable, knows of the occurrence of any ERISA Event or any Canadian Pension Plan Event, the U.S. Borrower will deliver to the Administrative Agent and each of the Lenders a certificate of an Authorized Officer of the U.S. Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Party or such Subsidiary of such Credit Party or such ERISA Affiliate, as applicable, is required or proposes to take, together with any notices required or proposed to be given by such Credit Party or such Subsidiary of such Credit Party or the ERISA Affiliate to or filed with the PBGC, a U.S. Plan participant, a Canadian Pension Plan participant, the U.S. Plan administrator or any other party.

(ii) Promptly, and in any event within ten (10) Business Days after any Credit Party or any Subsidiary of a Credit Party knows of the occurrence of any Non-U.S. Plan Event, the U.S. Borrower will deliver to the Administrative Agent and each of the Lenders a certificate of an Authorized Officer of the U.S. Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Party or such Subsidiary of such Credit Party is required or proposes to take, together with any notices required or proposed to be given by such Credit Party or such Subsidiary of such Credit Party with respect thereto.

(iv) Promptly, and in any event within ten (10) Business Days after any Credit Party or any Subsidiary of a Credit Party knows of the occurrence of any material change in the rate of contributions to any Non-U.S. Plans paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise), the U.S. Borrower shall notify the Administrative Agent of the full details of such change.


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Credit Party or any Subsidiary files with the SEC on Form 10-K, 10-Q or 8-K (or any successor forms). Any such documents that are filed pursuant to and are accessible through the SEC’s EDGAR system will be deemed to have been provided in accordance with this clause (g) so long as the Administrative Agent and each Lender have received notification of the same.

(h) Information Relating to Collateral. At the time of the delivery of the annual financial statements provided for in subpart (a) above, a certificate of an Authorized Officer of the U.S. Borrower (i) setting forth any changes to the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the most recently delivered or updated Perfection Certificate, (ii) outlining all material insurance coverage maintained as of the date of such report by the Credit Parties and all material insurance coverage planned to be maintained by the Credit Parties in the immediately succeeding fiscal year, and (iii) certifying that no Credit Party has taken any actions (and is not aware of any actions so taken) to terminate any UCC financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

(j) Violation of Anti-Terrorism Laws. Promptly (i) if any Credit Party obtains knowledge that any Credit Party or any Person that owns, directly or indirectly, any Equity Interests of any Credit Party, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the specific target of any of the Anti-Terrorism Laws, such Credit Party will notify the Administrative Agent and (ii) upon the written request of the Administrative Agent or any Lender (through the Administrative Agent), such Credit Party will provide any information the Administrative Agent or such Lender believes is reasonably necessary to be delivered to comply with the USA Patriot Act or to demonstrate compliance with any reporting requirement under any other applicable anti-terrorism or anti-money laundering act or regulation.

(k) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the financial statements referred to in Section 5.07, the consolidated financial statements of the U.S. Borrower and its Subsidiaries delivered pursuant to Section 6.01(a) or 6.01(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant thereto had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for the financial statements from the immediately preceding reporting period in form and substance satisfactory to the Administrative Agent.


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(l) Mandatory Prepayments. Promptly, and in any event within five (5) Business Days, the U.S. Borrower shall provide the Administrative Agent with notice of any event or action resulting in a mandatory prepayment under Section 2.13(c).

(m) Other Information. Promptly upon the reasonable written request therefor (and in any event within ten (10) days of such request), such other information or documents (financial or otherwise) relating to any Credit Party or any Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request from time to time.

(n) Additional Reporting. The Borrower shall (i) deliver to the Administrative Agent, to be distributed by the Administrative Agent solely to Lenders that have agreed to receive material non-public information (“Private-Side Lenders”), copies of all budgets, variance reports and other financial information (including, without limitation, the reports required by Section 6.01(d)(iii) of the Priming Facility Credit Agreement) delivered to lendersLenders under the Priming Facility Credit Agreement within two (2) Business Days thereof and (ii) host one conference call with Private-Side Lenders at a time to be agreed between the U.S. Borrower and the Administrative Agent that includes a reasonable amount of time for questions from the Private-Side Lenders every twothree weeks, beginning with the week ending Saturday, January 9, 2021second Friday after the final conference call occurring prior to the Priming Facility Discharge pursuant to Section 6.16(a) of the Priming Facility Credit Agreement, to discuss cash flows, operations and the, status and process of the disposition of the Infrastructure Businessof Chapter 11 filing, historic tax liabilities, and accounting review; provided that the Borrowers shall not be required to disclose any information which, in the good faith determination of the Borrowers, if disclosed may result in a waiver of attorney-client privilege or the violation of any confidentiality agreement, non-disclosure agreement or similar agreement.

Section 6.02 Books, Records and Inspections. Each Credit Party will, and will cause each Restricted Subsidiary to, (i) keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Credit Party or such Restricted Subsidiary, as the case may be, in accordance with GAAP; and (ii) permit officers and designated representatives of the Administrative Agent or any of the Lenders to visit and inspect any of the properties or assets of such Credit Party and/or such Restricted Subsidiary in whomsoever’s possession (but only to the extent such Credit Party or such Restricted Subsidiary, as applicable, has the right to do so to the extent in the possession of another Person), to examine the books of account of such Credit Party or such Restricted Subsidiary, as applicable, and make copies thereof and take extracts therefrom, and to discuss the affairs, finances and accounts of such Credit Party and/or such Restricted Subsidiary, as applicable, with, and be advised as to the same by, its and their officers and independent accountants and independent actuaries, if any, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any of the Lenders (through the Administrative Agent) may request; provided, that such visits and inspections shall be limited to one (1) visit and inspection coordinated by the Administrative Agent per fiscal year so long as no Event of Default has occurred and is continuing; provided, further, that a Responsible Officer of any Borrower shall be afforded a reasonable opportunity to be present during all such meetings, inspections and


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discussions and such discussions with any accountants shall be subject to the execution of any customary indemnity, non-reliance letter or similar letter requested by such accountants.

Section 6.03 Insurance.

(a) Each Credit Party will, and will cause each of the Restricted Subsidiaries to, (i) maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are usually insured against in the same general area by similarly situated companies of similar size and engaged in the same or a similar business and operating in the same or similar locations, and (ii) forthwith upon the Administrative Agent’s or any Lender’s written request, furnish to the Administrative Agent or such Lender such information about such insurance as the Administrative Agent or such Lender may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to the Administrative Agent or such Lender and certified by an Authorized Officer of the U.S. Borrower.

(b) Each Credit Party will at all times keep its respective property that is subject to the Lien of any Security Document insured in favor of the Administrative Agent, for the benefit of the Secured Creditors and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by the Credit Parties) (i) shall be endorsed to the Administrative Agent’s satisfaction for the benefit of the Administrative Agent (including by naming the Administrative Agent as loss payee (with respect to Collateral) or, to the extent permitted by applicable law, as an additional insured), (ii) shall state that such insurance policies shall not be canceled without 30 days’ prior written notice thereof (or ten (10) days’ prior written notice in the case of cancellation for the non-payment of premiums) by the respective insurer to the Administrative Agent, and (iii) shall in the case of any such certificates or endorsements in favor of the Administrative Agent, be delivered to or deposited with the Administrative Agent; provided that no such certificates or endorsements shall be required to be delivered prior to the date required by Section 6.15.

(c) Each Credit Party shall maintain at all times, with respect to any Mortgaged Real Property that is a Flood Hazard Property, the flood insurance required by Section 6.10(d)(ii)(D), and shall deliver to the Administrative Agent evidence of such insurance in form and substance reasonably satisfactory to the Administrative Agent, including annual renewals of such insurance.

(d) If any Credit Party shall fail to maintain any insurance in accordance with this Section 6.03, or if any Credit Party shall fail to so endorse and deliver or deposit all endorsements or certificates with respect thereto (in each case, after giving effect to any applicable grace periods), the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance and the U.S. Borrower agrees to reimburse the Administrative Agent on written demand for all costs and expenses of procuring such insurance.


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any properties of any Credit Party or any of their respective Restricted Subsidiaries; provided, however, that no Credit Party nor any of their respective Restricted Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if (i) (A) it has maintained adequate reserves with respect thereto in accordance with GAAP and (B) in the case of a tax or claim that has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such tax or claim or (ii) the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, each Credit Party will, and will cause each of its Restricted Subsidiaries to, pay in full all of its wage obligations in accordance with the Fair Labor Standards Act (29 U.S.C. Sections 206207), with respect to its employees subject thereto, and any comparable provisions of applicable law, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Notwithstanding the foregoing, any item disclosed on Schedule 5.10 shall not result in a breach of this Section 6.04 so long as the relevant Credit Party exerts good faith effort to otherwise enable the U.S. Borrower and the EMEA Borrower to be able to make the representations and warranties in Section 5.10 with respect to such Credit Party, without giving effect to clause (y) of the first sentence of Section 5.10.

Section 6.07 Compliance with Statutes; Non-U.S. Plans; Canadian Pension Plans.

(a) Compliance with Statutes. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the ownership of its property, including all applicable Environmental Laws, other than those the noncompliance with which would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect. The U.S. Borrower will, in its reasonable business judgment, maintain in effect and enforce policies and procedures designed to ensure compliance, in all material respects, by the U.S. Borrower, its Restricted Subsidiaries and their respective directors, officers, employees and agents with


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Anti-Corruption Laws and anti-money laundering rules and regulations applicable to the Credit Parties and their Restricted Subsidiaries.

(b) Non-U.S. Plans in the United Kingdom and Ireland.

(i) The U.S. Borrower shall ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the United Kingdom Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the United Kingdom Pensions Act 2004) such an employer.

(ii) The U.S. Borrower shall ensure that all pension schemes operated by or maintained for the benefit of itself, any of its Subsidiaries and/or any of their employees are fully funded based on the statutory funding objective under sections 221 and 222 of the United Kingdom Pensions Act 2004 and that no action or omission is taken by the U.S. Borrower or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or the U.S. Borrower or any of its Subsidiaries ceasing to employ any member of such a pension scheme).

(iii) The U.S. Borrower shall ensure that all pension schemes operated by or maintained for itself or any Credit Party organized under the laws of Ireland which are defined benefit pension schemes are fully funded on the basis of applicable Irish legislative requirements and that no action is taken or omission is made by the U.S. Borrower or any such Credit Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or the U.S. Borrower or any of its Subsidiaries ceasing to employ any member of such a pension scheme).

Section 6.08 Compliance with Environmental Laws. Without limitation of the covenants contained in Section 6.07:

Each Credit Party will comply, and will cause each of its Subsidiaries to comply, with all Environmental Laws applicable to the ownership, lease or use of all Real Property now or hereafter owned, leased or operated by such Credit Party or any of its Subsidiaries, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, except to the extent that such compliance with Environmental Laws is being contested in good faith and by appropriate proceedings and for which adequate reserves have


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been established to the extent required by GAAP, or where non-compliance would not reasonably be expected to have a Material Adverse Effect.

Each Credit Party will keep or cause to be kept, and will cause each of its Subsidiaries to keep or cause to be kept, all Real Property free and clear of any Liens imposed pursuant to applicable Environmental Laws other than Permitted Liens.

No Credit Party nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Credit Parties or any of their Restricted Subsidiaries or transport or arrange for the transportation of Hazardous Materials to or from any such Real Property other than in compliance with applicable Environmental Laws and in the ordinary course of business, except to the extent that any noncompliance with Environmental Laws is being contested in good faith and by appropriate proceedings for which adequate reserves have been established to the extent required by GAAP, or where non-compliance would not reasonably be expected to have a Material Adverse Effect.

If required to do so under any binding and applicable order of any Governmental Authority, each Credit Party will undertake, and cause each of its Subsidiaries to undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Credit Parties or any of their Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that such Credit Party or such Subsidiary contesting such order in good faith and by appropriate proceedings for which adequate reserves have been established to the extent required by GAAP, or where non-compliance with any such order would not reasonably be expected to have a Material Adverse Effect.

Section 6.09 Certain Subsidiaries to Join in Guaranty.

(a) U.S. Subsidiaries. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any U.S. Subsidiary (other than an Excluded Subsidiary (unless, in the case of an Excluded Subsidiary that is not a CFC, a CFC Holdco or Subsidiary thereof, the U.S. Borrower elects to designate such Excluded Subsidiary as a U.S. Borrower Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as a U.S. Borrower Guarantor; provided that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as a U.S. Borrower Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a U.S. Subsidiary Guaranty, duly executed by such U.S. Subsidiary, pursuant to which such U.S. Subsidiary becomes a U.S. Borrower Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such U.S.


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Subsidiary, certified by the Secretary or an Assistant Secretary of such U.S. Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such U.S. Subsidiary Guaranty and the other Loan Documents to which such U.S. Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.

(b) Non-U.S. Subsidiaries. Subject to the Agreed Security Principles, in the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Non-U.S. Subsidiary (other than an Excluded Subsidiary (other than an Excluded Subsidiary that the U.S. Borrower elects to designate as an EMEA Borrower Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as an EMEA Borrower Guarantor; provided that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as an EMEA Borrower Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a Non-U.S. Subsidiary Guaranty, duly executed by such Subsidiary, pursuant to which such Subsidiary becomes an EMEA Borrower Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party), certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.

(c) Subject to the Agreed Security Principles, in the event that any Person becomes a Non-U.S. Subsidiary of the U.S. Borrower and the ownership interests of such Non-U.S. Subsidiary are owned by the U.S. Borrower or by any Subsidiary Guarantor, the U.S. Borrower shall, or shall cause such Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10, and the U.S. Borrower shall take, or shall cause such Subsidiary Guarantor to take, all of the actions required under Section 6.10.

Section 6.10 Additional Security; Further Assurances; Real Property Matters; Etc..


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Property and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or (ii) any personal property that is not at the time included in the Collateral, the U.S. Borrower will, in the case of each of clauses (i) and (ii) above, promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the applicable Credit Party will, within 60 days (or within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other than the United States) following request by the Administrative Agent (or such later date as the Administrative Agent agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent reasonably deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the U.S. Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, resolutions (including any necessary member or shareholder resolutions), a Perfection Certificate and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent.

(b) Non-U.S. Subsidiaries. Notwithstanding anything in subpart (a) above or elsewhere in this Agreement to the contrary, no U.S. Credit Party shall be required to (i) pledge (or cause to be pledged) more than 65% of the Equity Interests in any direct Subsidiary of a U.S. Credit Party that is a CFC or CFC Holdco, (ii) pledge (or cause to be pledged), or grant security (or cause security to be granted) in, any assets of a Subsidiary that is a CFC or a CFC Holdco, including Equity Interests in any Subsidiary that is a direct or indirect Subsidiary of a CFC or a CFC Holdco or any assets of a direct or indirect Subsidiary of a CFC or CFC Holdco or (iii) cause any CFC, CFC Holdco or any Subsidiary thereof to join in any U.S. Subsidiary Guaranty or to become a party to any U.S. Security Document, in each case of this clause (b) in respect of any U.S. Obligations.


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Agent may elect, in its reasonable discretion, not to require a pledge of, or take a security interest in, those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the costs (including adverse tax consequences) of obtaining such Lien, pledge or security interest (including any mortgage, stamp, intangibles or other tax) exceed the benefit to the Lenders of the security afforded thereby.

(d) Real Property Matters.

Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by an EMEA Credit Party as of the Closing Date and located in a jurisdiction outside of the United States.

Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each Mortgaged Real Property located in the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage (or within such other time limits as specified below), all of the following:

(A) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (not to exceed the book value of such Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent;

(B) if a mortgage recording or similar tax is imposed on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the amount determined by the Administrative Agent in accordance with Section 6.10(d)(ii)(A) of such Real Property, as reasonably determined by the Credit Parties, and no appraisals shall be required unless required pursuant to applicable legal requirements;


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(C) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property;

(D) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether such Real Property is a Flood Hazard Property, and (y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Real Property is a Flood Hazard Property and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System;

(F) a certificate of the U.S. Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the three-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been received by any Credit Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and

(G) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby (or in the case of any such Real Property located in Canada, as to the enforceability of such Mortgage), provided that such opinion may assume, and no additional opinion will be required with respect to the power, authority, authorization and due execution and delivery by the applicable Credit Party of such Mortgage.

Subject to the Agreed Security Principles and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each Mortgaged Real Property located in a jurisdiction


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other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably agreed upon by the parties to the EMEA Facility Security Documents, in each case in form reasonably satisfactory to the Administrative Agent with respect to each such Real Property to create in favor of the Administrative Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property.

Subject to Section 6.10(a)(i), with respect to each Mortgaged Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, the Administrative Agent shall deliver (A) to the Lenders, a completed standard “life of loan” flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the U.S. Borrower, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Lenders, evidence of the receipt by the U.S. Borrower of such notice and (C) to the Lenders, if such notice is required to be provided to the U.S. Borrower and flood insurance is available in the community in which such Real Property is located, evidence of the required flood insurance. Notwithstanding anything to the contrary herein, no Mortgage shall be required to be executed with respect to any Real Property pursuant to the terms hereof or any other Loan Documents unless and until each Revolving Lender has confirmed to the Administrative Agent in writing its satisfaction with flood insurance due diligence and compliance.

(e) Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on the Closing Date after the U.S. Borrower’s use of commercially reasonable efforts to do so (other than (1) with respect to the Credit Parties (other than the Target Companies) (the “Buyer Loan Parties”), grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date), (2) the pledge and delivery by the Buyer Loan Parties of stock or other equity certificates evidencing certificated stock or other types of Equity Interests that are part of the Collateral (provided that (x) such equity certificates with respect to the Target Companies will be required to be delivered on the Closing Date only to the extent received from the Target after the U.S. Borrower’s use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date and (y) such equity certificates with respect to any Subsidiary of the U.S. Borrower not delivered under the Borrower Existing Credit Agreement will be required to be delivered on the Closing Date only to the extent in the U.S. Borrower’s possession after the U.S. Borrower’s use of commercially reasonably efforts to obtain such certificates on or prior to the Closing Date, and if such stock certificates are not in the U.S. Borrower’s possession on the Closing Date, then, in the case of the preceding clauses (x) and (y), such stock certificates will be required to be delivered within forty-five (45) days following the Closing Date (or such later date as may be agreed by the Administrative Agent), (3)


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with respect to the Buyer Loan Parties, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable) and (4) a pledge of 100% of the Equity Interests of the Purchaser (the “Purchaser Pledge Agreement”)), the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Applicable Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Administrative Agent), (y) one hundred twenty (120) days following the Closing Date in the case of any actions required in any non-U.S. jurisdiction in order to create or perfect a security interest in any Collateral and (z) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative Agent) (collectively, the “Funding Conditions Provision”); provided that:

(i) the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall, as relevant, (A) file or cause to be filed any transmitting utility financing statements within ten (10) Business Days following the Closing Date and (B) deliver any Closing Date Undelivered Stock Certificates within forty-five (45) days after the Closing Date (or, with respect to any Closing Date Undelivered Stock Certificates, such later date as may be agreed by the Administrative Agent);

(ii) except as otherwise provided in this Agreement and with respect to any actions required in any non-U.S. jurisdiction in order to provide or perfect any security interests in such Collateral, within 120 days following the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall have duly executed and delivered (A) such Non-U.S. Security Agreements or other Security Documents and such other agreements, instruments and documents relating to the Collateral owned by the U.S. Borrower, the EMEA Borrower or such Closing Date Subsidiary Guarantor, in form, substance and scope comparable to the collateral documentation executed by the U.S. Borrower, the EMEA Borrower or such Closing Date Subsidiary Guarantor in connection with the Target Existing Credit Agreements or the Borrower Existing Credit Agreement, as applicable, or otherwise reasonably satisfactory to the Administrative Agent, and (B) such resolutions (including any necessary member or shareholder resolutions), certificates, legal opinions and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Non-U.S. Security Agreements or other Security Documents, all of which


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documents shall be in form and substance reasonably satisfactory to the Administrative Agent; and

(iii) in respect of any Subsidiary incorporated in the United Kingdom (or political subdivision thereof) whose shares are the subject to Liens created by the Security Documents (a “Charged Company”), the Administrative Agent shall have received either:

(A) a certificate of an authorized signatory of the U.S. Borrower certifying that:

each of it and its Subsidiaries has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the United Kingdom Companies Act 2006 from that Charged Company; and

no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the United Kingdom Companies Act 2006) has been issued in respect of those shares,

together with a copy of the “PSC register” (within the meaning of section 790C(10) of the United Kingdom Companies Act 2006) of that Charged Company which is certified by an Authorized Officer of the U.S. Borrower to be correct, complete and not amended or superseded as at a date no earlier than the Closing Date; or

(B) a certificate of an Authorized Officer of the U.S. Borrower certifying that such Charged Company is not required to comply with Part 21A of the United Kingdom Companies Act 2006.

(g) Collateral Coverage. Not later than sixty (60) days after each delivery of audited financial statements pursuant to Section 6.01(a) (commencing with the fiscal year ending December 31, 2018), Restricted Subsidiaries as are required to ensure that (1) the aggregate of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the EMEA Credit Parties as a consolidated group and excluding all entities that are U.S. Credit Parties (the “Non-U.S. EMEA Credit Parties”)) of the Non-U.S. EMEA Credit Parties represents not less than 55% of earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA but calculated as to the Non-U.S. Group as a consolidated group) of the Non-U.S.


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Group and (2) the aggregate consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. EMEA Credit Parties represents not less than 50% of the consolidated total assets (excluding goodwill and intercompany items) of the Non-U.S. Group, will provide a duly executed Non-U.S. Subsidiary Guaranty to the Administrative Agent and will grant Liens on their assets in accordance with Section 6.10(a) on terms consistent with the Agreed Security Principles, as applicable (the “Collateral Coverage Requirement”); provided that (i) the test in this clause (g) shall be tested by reference to the most recent annual financial statements delivered to the Administrative Agent as confirmed by a Compliance Certificate from the U.S. Borrower which shall be prima facie evidence thereof and in the event of any dispute as to whether or not such tests are satisfied, a determination by the auditors of the Borrowers, in the absence of manifest error, will be conclusive and binding on the Lenders and (ii) notwithstanding the foregoing, the Administrative Agent shall not be required to release any Subsidiary Guarantor from its obligations under the Loan Documents solely as a result of compliance with the Collateral Coverage Requirement.

Section 6.11 Maintenance of Ratings. The U.S. Borrower shall use commercially reasonable efforts to maintain public corporate credit and corporate family ratings (but not any particular level) of the U.S. Borrower from S&P and Moody’s, respectively, and public ratings and public recovery ratings (but not any particular level) from S&P and Moody’s for the credit facilities provided pursuant to this Agreement.

Section 6.12 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 5.06 and request the issuance of Letters of Credit only to support obligations of the U.S. Borrower or its Subsidiaries and in the case of any Existing Letter of Credit, for the purposes set forth in the documentation governing such Existing Letter of Credit.

Section 6.13 Unrestricted Subsidiaries.

(a) The U.S. Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the U.S. Borrower (other than the EMEA Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that:

(i) immediately before and after such designation, no Event of Default shall have occurred and be continuing;

(ii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; and

(iii) the Investment resulting from the designation of any such Subsidiary as an Unrestricted Subsidiary pursuant to this Section 6.13 is permitted under Section 7.05 at the time of such designation.

(b) The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the U.S. Borrower therein at the date of designation in an amount equal to the fair market value of the U.S. Borrower’s or its Subsidiary’s (as applicable) investment therein.


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(c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the U.S. Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the U.S. Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Section 6.14 United Kingdom People with Significant Control Regime. Each Credit Party shall (and the U.S. Borrower shall ensure that each of its Subsidiaries will):

(b) promptly provide the Administrative Agent with a copy of such notice.

Section 6.15 Post-Closing Obligations. Each Credit Party shall deliver the documents and take the actions, as applicable, set forth on Schedule 6.15 within the time periods specified therein.

ARTICLE VII.

NEGATIVE COVENANTS

Each of the U.S. Borrower and the EMEA Borrower hereby covenants and agrees, that on the Closing Date and thereafter for so long as this Agreement is in effect and until such time as the Commitments have been terminated, no Notes remain outstanding and the Loans, together with interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents, have been paid in full (excluding any contingent indemnity and reimbursement obligations which survive termination of the Loan Documents and in respect of which no claim has been made) as follows:

Section 7.01 Changes in Business. No Credit Party nor any of its Restricted Subsidiaries will engage in any business other than the businesses engaged in by the Credit Parties and its Restricted Subsidiaries (including the Target Companies) on the Closing Date and any other business reasonably related, complementary or ancillary thereto. With respect to each Credit Party and Restricted Subsidiary subject to the European Insolvency Regulation, no such Credit Party will, nor will it permit any of its Restricted Subsidiaries to, knowingly, without the prior written consent of the Administrative Agent, change its centre of main interest (as that term is used in Article 3(1) of the European Insolvency Regulation) or its place of central administration unless it is changing to a centre of main interest and place of central administration located in the same country as the original centre of interest.


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otherwise effect any Acquisition, (iv) make or otherwise effect any Asset Sale, except that each of the following shall be permitted:

(a) (i) the merger, consolidation or amalgamation of (A) any Restricted Subsidiary of any Borrower with or into such Borrower; provided that such Borrower is the surviving or continuing or resulting corporation; (B) any Restricted Subsidiary of any Borrower with or into any Subsidiary Guarantor; provided that the surviving or continuing or resulting corporation is a Subsidiary Guarantor; or (C) any Subsidiary of any Borrower that is not a Credit Party with or into any other Subsidiary of any Borrower that is not a Credit Party or (ii) any Holding Company Merger; provided that, substantially concurrently with the consummation of such Holding Company Merger, (x) New Parent shall provide a guarantee of the Obligations in a form reasonably satisfactory to the Administrative Agent, (y) New Parent shall deliver to the Administrative Agent the documents required of a U.S. Subsidiary or Credit Party under Sections 6.09(a) and 6.10 (including in respect of the Equity Interests of the U.S. Borrower held by the New Parent. but excluding, for the avoidance of doubt, any Security Document in regard of the Equity Interests of New Parent), in each case, in a form reasonably satisfactory to the Administrative Agent and (z) the Administrative Agent, New Parent and U.S. Borrower shall negotiate in good faith to execute amendments to the Loan Documents such that the representations and warranties, covenants, events of default and other similar provisions herein and therein that currently apply to the U.S. Borrower also apply to New Parent; provided, further, that this Section 7.02(a) shall supersede any provisions in Section 11.12 to the contrary;

(b) so long as no Specified Event of Default has occurred and is continuing, or would result therefrom, any Asset Sale by (i) any U.S. Credit Party to any other U.S. Credit Party, (ii) any Restricted Subsidiary that is not a Credit Party to any Credit Party; (iii) any Non-U.S. Subsidiary of the U.S. Borrower that is an EMEA Credit Party to any other EMEA Credit Party, or (iv) any Restricted Subsidiary that is not a Credit Party to any other Restricted Subsidiary that is not a Credit Party; provided that, to the extent any such Asset Sale constitutes an Investment, it shall be permitted under Section 7.05 (other than Section 7.05(q));

(d) the U.S. Borrower or any of its Restricted Subsidiaries may consummate any Asset Sale, provided that (i) the consideration for each such Asset Sale represents fair market value and at least 75% of such consideration consists of cash, (ii) in the case of any Asset Sale (other than a sale of the Infrastructure Business pursuant to an Infrastructure Sale Agreement in accordance with the RSA) involving consideration in excess of $20,000,000, at least three (3) Business Days prior to the date of completion of such Asset Sale, the U.S. Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer, which certificate shall contain (A) a description of the proposed transaction, the date such transaction is scheduled to be consummated, the estimated sale price or other consideration for such transaction, and (B) a certification that no Event of Default has occurred and is continuing, or would result from consummation of such transaction and (iii) the U.S. Borrower or such Restricted Subsidiary uses the proceeds of such Asset Sale to prepay the Loans as and to the extent required by Section 2.13(c)(v);


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(e) so long as no Event of Default has occurred and is continuing, or would result therefrom, the U.S. Borrower or any of its Restricted Subsidiaries may dispose of non-core assets acquired in connection with any Permitted Acquisition consummated after the Closing Date;

(f) the sale or other transfer (including by capital contribution) of Receivables Assets pursuant to Permitted Receivables Financings;

(g) in addition to any Asset Sale permitted herein, the U.S. Borrower or any of its Restricted Subsidiaries may consummate other Asset Sales in an amount not to exceed, in any fiscal year, the greater of (x) $100,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the Testing Period most recently ended, provided, that the U.S. Borrower or such Restricted Subsidiary uses the proceeds of such Asset Sale to prepay the Loans as and to the extent required by Section 2.13(c)(v);

(h) the U.S. Borrower or any Subsidiary may make any Acquisition that is a Permitted Acquisition or any Investment that is not prohibited by the terms hereof;

(i) so long as no Event of Default has occurred and is continuing, or would result therefrom, any Restricted Subsidiary other than the EMEA Borrower may dissolve, liquidate or wind up its affairs (x) if the U.S. Borrower determines in good faith that such dissolution, liquidation or winding up is in the best interests of the Credit Parties taken as a whole and (y) so long as, if such Restricted Subsidiary is a Guarantor, the assets or business of such Restricted Subsidiary shall be transferred to, or otherwise owned and conducted by, a Credit Party;

(j) Ordinary Course Dispositions;

(k) the settlement, termination or unwinding of any Hedging Obligations or Permitted Equity Derivative;

(m) subject to the Infrastructure Reorganization Principles, the U.S. Borrower and/or its Restricted Subsidiaries may consummate any of the following to the extent necessary to consummate an Infrastructure Reorganization and/or any other transaction contemplated pursuant to an Infrastructure Sale Agreement (in each case, excluding the disposition of all or any portion of the Infrastructure Business to a Person that is not an Affiliate of the U.S. Borrower): (i) in the case of any Restricted Subsidiary (other than the EMEA Borrower), wind up, liquidate or dissolve its affairs; (ii) enter into any transaction of merger, consolidation or amalgamation among the U.S. Borrower and/or the Restricted Subsidiaries; (iii) make or otherwise effect any Acquisition among the U.S. Borrower and/or the Restricted Subsidiaries;


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and (iv) make or otherwise effect any Asset Sale among the U.S. Borrower and/or the Restricted Subsidiaries.

(a) any Standard Permitted Lien;

(b) Liens in existence on the Closing Date that are listed in Schedule 7.03 hereto and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.04(b), and (iii) the direct or any contingent obligor with respect thereto is not changed;

(c) Liens securing Indebtedness permitted pursuant to Section 7.04(c); provided, that (i) any such Liens attach only to the property being financed pursuant to such Indebtedness, (ii) do not encumber any other property of any Credit Party or their Restricted Subsidiaries, (iii) the principal amount of the Indebtedness secured by any such Lien shall not exceed the cost of the property secured by such Lien, and (iv) the principal amount of such Indebtedness is not increased and such Indebtedness is not secured by any additional assets;

(d) any Lien granted to the Administrative Agent securing any of the Obligations or any other Indebtedness of the Credit Parties under the Loan Documents or any Indebtedness under any Secured Hedge Agreement or Secured Cash Management Agreement;

(e) Liens in respect of Permitted Receivables Financings permitted pursuant to Section 7.04(h);

(f) Liens on cash collateral and certificates of deposit securing Indebtedness permitted pursuant to Section 7.04(q) in an amount not to exceed $1,000,000 at any time;

(g) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary), in each case, on or after the Closing Date (provided that (x) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (y) such Lien does not extend to or cover any assets or property other than the assets or property subject to such Lien prior to the date such assets or property is acquired or such Person becomes a Restricted Subsidiary, as applicable, and (z) to the extent such Lien is securing indebtedness, such secured indebtedness is otherwise permitted to be incurred pursuant to Section 7.04;

(h) the Microsoft Permitted Liens and Key Customer Liens existing on the property of any Person at the time such Person becomes a Restricted Subsidiary; provided that, in the case of the Microsoft Hibernia Atlantic Liens, at all times on or after the date that is 150 days after the Closing Date


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(or such later date as agreed to by the Administrative Agent in its reasonable discretion), the Microsoft Hibernia Atlantic Liens shall, pursuant to the terms of an Agreed Customer Lien Subordination Agreement, be subordinated to the Liens granted pursuant to the Loan Documents (it being acknowledged that Microsoft may require that the Administrative Agent, and the Administrative Agent hereby agrees to, enter into an Agreed Customer NDA in connection therewith); provided, further, that, in the case of any Key Customer Lien, (x) such Lien was not created in contemplation of the Target Acquisition or such Person becoming a Restricted Subsidiary, (y) such Lien does not extend to or cover any assets or property other than that reasonably related to the commercial arrangement with such Key Customer and (z) if such Lien is subordinated immediately prior to the Closing Date, such Lien shall continue to be subordinated after the Closing Date;

(i) Liens securing Indebtedness permitted pursuant to Sections 7.04(l) and (s);

(j) Liens on the Collateral owned by any U.S. Credit Party securing Junior Lien Indebtedness permitted pursuant to Section 7.04(k);

(k) other Liens of the U.S. Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed the greater of (x) $40,000,000 and (y) an amount equal to 7.5% of Pro Forma EBITDA for the most recently ended Testing Period;

(l) Liens on any Equity Interests of Unrestricted Subsidiaries;

(m) Liens securing Indebtedness permitted pursuant to Section 7.04(dd); provided that such Liens are subject to the Priming Facility Intercreditor Agreement; and

(n) Liens incurred in connection with an Infrastructure Reorganization consummated in accordance with the Infrastructure Reorganization Principles and/or the disposition of all or any portion of the Infrastructure Business pursuant to an Infrastructure Sale Agreement; provided that any Lien incurred pursuant to this clause (n) does not secure Indebtedness; and

(a) Indebtedness incurred under this Agreement and the other Loan Documents;

(b) the Indebtedness existing on the Closing Date and set forth on Schedule 7.04 hereto and any Permitted Refinancing thereof;


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(c) Indebtedness of the Credit Parties and their Restricted Subsidiaries incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capitalized Lease Obligations and Purchase Money Indebtedness (and including any such Indebtedness that is assumed in connection with a Permitted Acquisition) in an aggregate amount at any one time outstanding not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period;

(e) any intercompany loans (i) made by the U.S. Borrower or any of its Restricted Subsidiaries to the U.S. Borrower or any of its Restricted Subsidiaries, as applicable, to the extent existing on the Closing Date (provided that such intercompany loans were not incurred in connection with the Transactions), (ii) made by any Non-Credit Party to any other Non-Credit Party, (iii) made by any U.S. Credit Party to any other U.S. Credit Party, (iv) made by any Credit Party to any U.S. Credit Party, (v) made by any EMEA Credit Party to any other EMEA Credit Party, (vi) made by any U.S. Credit Party to any EMEA Credit Party in an aggregate principal amount not to exceed the greater of (x) $125,000,000 and (y) an amount equal to 25% of Pro Forma EBITDA for the most recently ended Testing Period, and (vii) made by a Credit Party to any Non-Credit Party in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; and/or (viii) among the U.S. Borrower and/or any Restricted Subsidiary in connection with or related to an Infrastructure Reorganization consummated in accordance with the Infrastructure Reorganization Principles; provided that all such intercompany loans are subject to the Intercompany Subordination Agreement;

(f) (i) Indebtedness of the U.S. Borrower and its Subsidiaries under Hedge Agreements; provided that such Hedge Agreements have been entered into in the ordinary course of business and not for speculative purposes and (ii) Indebtedness consisting of obligations under any Permitted Equity Derivatives;

(g) Indebtedness constituting Guaranty Obligations permitted by Section 7.05;

(h) Indebtedness in connection with Permitted Receivables Financings in an aggregate amount at any one time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period;

(i) unsecured Indebtedness; provided that (i) no Event of Default (or, in the case of debt incurred or assumed in connection with a Limited Condition Acquisition, no Specified Event of Default) shall exist and be continuing at the time such Indebtedness is assumed or incurred or would result therefrom, (ii) on a Pro Forma Basis immediately after giving effect to the assumption or incurrence of such Indebtedness and any related transactions, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such


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Indebtedness being incurred at such time), (iii) the final maturity of such Indebtedness shall not be earlier than 91 days after the latest Term Loan Maturity Date then in effect and (iv) the weighted average life to maturity of such Indebtedness shall not be shorter than 91 days after the weighted average life to maturity of any outstanding Term Loans; provided that (x) the aggregate outstanding principal amount of Incremental Equivalent Debt and Indebtedness incurred pursuant to this Section 7.04(i) of the Non-U.S. EMEA Credit Parties (or any of them) shall not exceed the EMEA Ratio Debt Cap and (y) the amount of such Indebtedness incurred by Non-Credit Parties shall not exceed $25,000,000 in the aggregate at an time outstanding;

(j) Indebtedness arising from agreements of any Credit Party or any of their Restricted Subsidiaries providing for indemnification, adjustment of purchase price, working capital adjustments or similar adjustments (including earn-out obligations), in each case, whether or not evidenced by a note, and incurred or assumed in connection with the Target Acquisition, any Permitted Acquisition or any Asset Sale or Investment permitted under this Agreement (any such obligations, “Deferred Acquisition Obligations”);

(k) other Indebtedness of the U.S. Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period;

(l) Incremental Equivalent Debt;

(m) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business;

(n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with Deposit Accounts to the extent incurred in the ordinary course of business;

(o) Indebtedness consisting of obligations to make payments and/or promissory notes issued by any Credit Party to finance the purchase or redemption of Equity Interests of the U.S. Borrower to the extent the applicable Restricted Payment is not permitted by Section 7.06(d)(B); provided that any such Indebtedness shall be subject to the maximum cash consideration set forth in Section 7.06(d)(B);


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(r) (i) the 2024 Notes outstanding on the Closing Date and (ii) any Permitted Refinancing thereof;

(s) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices;

(u) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness permitted under this Section 7.04;

(v) Indebtedness arising by operation of law as a result of the existence of a fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes between Restricted Subsidiaries incorporated in the Netherlands;

(x) unsecured Indebtedness assumed in connection with a Permitted Acquisition or other permitted Investment under this Agreement; provided that (i) no Event of Default (or, in the case of debt incurred or assumed in connection with a Limited Condition Acquisition, no Specified Event of Default) shall exist and be continuing at the time such Indebtedness is assumed or would result therefrom, (ii) such Indebtedness was not incurred in contemplation of or in connection with such Permitted Acquisition and (iii) on a Pro Forma Basis immediately after giving effect to the assumption or incurrence of such Indebtedness and any related transactions, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00;

(y) reimbursements owed to officers, directors, managers, consultants and employees of the U.S. Borrower or any Restricted Subsidiary for business expenses of the U.S. Borrower or any Restricted Subsidiary in the ordinary course of business;

(aa) Indebtedness incurred in the ordinary course of business as a result of the operation of capitalized property leases which relate to data centers and/or points of presences only;


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(dd) Indebtedness of the Credit Parties under the Priming Facility Credit Agreement in an aggregate principal amount not to exceed $277,500,000 at any one time outstanding, plus all interest that is paid in-kind in respect thereof.

(a) Investments by the U.S. Borrower or any of its Restricted Subsidiaries in cash, Cash Equivalents or Investment Grade Securities;

(b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business;

(c) the U.S. Borrower and its Restricted Subsidiaries may acquire and hold receivables and similar items owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(d) any Permitted Creditor Investment;

(e) loans and advances to officers, directors, consultants, managers and employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business, provided the aggregate outstanding amount of all such loans and advances shall not exceed $5,000,000 at any time;

(f) Investments existing as of the Closing Date and described on Schedule 7.05 hereto;

(g) any Guaranty Obligations of the Credit Parties or any of their respective Restricted Subsidiaries in favor of the Secured Creditors pursuant to the Loan Documents;

(h) Investments of the U.S. Borrower and its Restricted Subsidiaries in Hedge Agreements permitted to be entered into pursuant to this Agreement;

(i) Investments (A) of the U.S. Borrower or any of its Restricted Subsidiaries in any Subsidiary existing as of the Closing Date (including in connection with the Transactions), (B) of the U.S. Borrower or any of its Restricted Subsidiaries in any U.S. Credit Party made after the Closing Date, (C)


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of any Non-U.S. EMEA Credit Party in any other Credit Party made after the Closing Date, (D) of any Non-Credit Party in any other Non-Credit Party, (E) of (x) U.S. Credit Parties in Non-U.S. EMEA Credit Parties or (y) of Credit Parties in Non-Credit Parties, in each case under this clause (E) either (I) constituting intercompany loans permitted by Section 7.04(e) or (II) in an aggregate amount not to exceed the greater of (x) $100,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period and (F) any transfer pricing arrangements constituting Investments as in existence on the Closing Date and any other transfer pricing arrangements consistent with past practice;

(j) Investments of any Non-Credit Party in any other Restricted Subsidiary of the U.S. Borrower;

(k) intercompany loans and advances permitted by Section 7.04(e);

(l) Permitted Acquisitions;

(m) any Guaranty Obligation incurred by any Credit Party with respect to Indebtedness of another Credit Party that is permitted by Section 7.04;

(n) Investments arising as a result of Permitted Receivables Financings;

(o) so long as no Event of Default has occurred and is continuing or would result therefrom on a Pro Forma Basis, Investments by the U.S. Borrower or any of its Restricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future advances, not exceeding the Available Amount immediately prior to the time of the making of any such Investment;

(p) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business;

(q) Investments consisting of promissory notes and other non-cash consideration, in each case received in connection with Asset Sales permitted by Section 7.02; provided that, subject to the Agreed Security Principles, the applicable Credit Party complies with the requirements of the Security Documents of which it is a party with respect to any such promissory notes or other instruments;

(s) advances of payroll payments to employees in the ordinary course of business;

(t) Investments represented by Permitted Bond Hedge Transactions;

(u) Investments in connection with the Transactions;


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(v) any Guaranty Obligation or indemnity securing liabilities to part-time retirees (Altersteilzeit);

(x) subject to the Infrastructure Reorganization Principles, Investments among the U.S. Borrower and/or the Restricted Subsidiaries that are necessary to consummate an Infrastructure Reorganization and/or any other transaction pursuant to an Infrastructure Sale Agreement.

(a) the U.S. Borrower or any of its Restricted Subsidiaries may declare and pay or make Capital Distributions that are payable solely in additional shares of its common stock (or warrants, options or other rights to acquire additional shares of its common stock) so long as no Change of Control would result therefrom;

(b) (i) any Restricted Subsidiary of the U.S. Borrower may declare and pay or make Capital Distributions to the U.S. Borrower or any other Credit Party, and (ii) any Non-Credit Party may declare and pay or make Capital Distributions to any other Non-Credit Party, the U.S. Borrower or any other Credit Party;

(c) dividends and other distributions by any Restricted Subsidiary to the Applicable Borrower in order to fund the consolidated or combined federal, foreign, state and local income taxes payable by the Applicable Borrower on behalf of an affiliated group filing consolidated or combined returns which includes the Applicable Borrower;

(d) (A) any Restricted Subsidiary may make distributions to the U.S. Borrower in the amount required for the Borrower to pay franchise, income and other taxes owing by it and (B) the U.S. Borrower may, unless an Event of Default has occurred and is continuing, make distributions to effect any repurchase, redemption, acquisition, cancellation or other retirement for value of the Equity Interests in the U.S. Borrower or its Restricted Subsidiaries or to effect the termination of options to purchase Equity Interests of the U.S. Borrower, in each instance, held by a former or current directors, officers and employees (or their estates, spouses or former spouses) of the U.S. Borrower or any of its Restricted Subsidiaries (x) upon their death, disability, retirement or termination of employment for a maximum cash consideration under this subclause (B)(x) not to exceed the greater of (i) $10,000,000 and (ii) an amount equal to 2.50% of Pro Forma EBITDA for the most recently ended Testing Period in any fiscal year (which amount under this subclause (B)(x) may, if unused in any fiscal year, be used in subsequent fiscal years)or (y) for the purpose of paying taxes due and payable by such employees on account of stock owned by such employees under the U.S. Borrower’s employee incentive plan;


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(e) Restricted Payments arising as a result of Permitted Receivables Financings;

(f) the U.S. Borrower and its Restricted Subsidiaries may make additional Restricted Payments, in an aggregate amount not to exceed, during the term of this Agreement, the greater of (x) $100,000,000 and (ii) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period;

(g) the U.S. Borrower and its Restricted Subsidiaries may make additional unlimited Restricted Payments, so long as (x) no Event of Default has occurred and is continuing and (y) the U.S. Borrower shall be in compliance on a Pro Forma Basis with a Consolidated Total Net Leverage Ratio of not more than 3.00 to 1.00;

(h) the U.S. Borrower and its Restricted Subsidiaries may make additional Restricted Payments in an aggregate amount not to exceed the Available Amount immediately prior to the time of the making of such Restricted Payment; provided, that (x) no Event of Default shall exist and be continuing at the time of the making of such Restricted Payment or would result therefrom and (y) the U.S. Borrower shall be in compliance with a Consolidated Total Net Leverage Ratio of not more than 4.00:1.00 on a Pro Forma Basis;

(j) Restricted Payments of Deferred Acquisition Obligations permitted under Section 7.04(j);

(l) the payment of cash in lieu of fractional Equity Interests pursuant to the exchange or conversion of any exchangeable or convertible securities; and

(m) Restricted Payments in connection with the Transactions.

Section 7.07 Financial Covenant. During the Revolving Facility Specified Provisions Period, except with the written consent of the Required Revolving Lenders:

(a) Beginning with the first full fiscal quarter after the Closing Date, (1) during any fiscal quarter during the Lender Forbearance Period (as such term is defined in the Lender Forbearance Agreement) in which the Aggregate Revolving Facility Exposure exceeds 30% of the Total Revolving Commitment as in effect as of the Amendment No. 3 Effective Date (excluding (i) undrawn Letters of


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Credit up to $20,000,000 and (ii) Letters of Credit that are Cash Collateralized or backstopped in full by other letters of credit) and (2) during any fiscal quarter in which the Lender Forbearance Period is not in effect and the Aggregate Revolving Facility Exposure exceeds 30% of the Total Revolving Commitment as in effect during such fiscal quarter (excluding (i) undrawn Letters of Credit up to $20,000,000 and (ii) Letters of Credit that are Cash Collateralized or backstopped in full by other letters of credit), in each case of clause and , the U.S. Borrower will not permit the Consolidated Net Secured Leverage Ratio, on a Pro Forma Basis, to be greater than the maximum ratio specified below opposite such fiscal quarter:


Fiscal Quarter Ending			Maximum Ratio
September 30, 2018			6.50:1.00
December 31, 2018			6.50:1.00
March 31, 2019			6.50:1.00
June 30, 2019			6.50:1.00
September 30, 2019			6.50:1.00
December 31, 2019			6.50:1.00
March 31, 2020			6.50:1.00
June 30, 2020			6.50:1.00
September 30, 2020			6.25:1.00
December 31, 2020			6.25:1.00
March 31, 2021			5.50:1.00
June 30, 2021			5.00:1.00
September 30, 2021			5.00:1.00
December 31, 2021			4.50:1.00
March 31, 2022			4.50:1.00
June 30, 2022 and thereafter			4.25:1.00

(b) As a condition to the consent of the Required Revolving Lenders to Amendment No. 1, which amended the maximum Consolidated Net Secured Leverage Ratio levels for each fiscal quarter ending September 30, 2019 through December 31, 2020 (as set forth in the table in paragraph (a) above), the Borrowers agree for the benefit of the Revolving Lenders that, notwithstanding any other provision of this Agreement, from and after the Amendment No. 1 Effective Date and until the Compliance Certificate for the fiscal quarter of the U.S. Borrower ending March 31, 2021 has been delivered pursuant to Section 6.01(c), no Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, do any of the following:


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(i) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment pursuant to Section 7.06(f), (g) or (h);

(ii) designate any Subsidiary as, or make, directly or indirectly, any Investment in, any Unrestricted Subsidiary;

(iii) make, directly or indirectly, any Investment pursuant to Section 7.05(l) or (o), unless, immediately prior to and immediately after giving effect to such Investment (and all other transactions occurring on such date) on a Pro Forma Basis, Liquidity shall be not less than $250,000,000; provided that the limitation in this clause (iii) will not apply to the acquisition by the U.S. Borrower, indirectly, of all of the outstanding shares in the capital of KPN Eurorings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose registered office (statutaire zetel) is in The Hague and whose office address is: Maanplein 55, 2516 CK The Hague, the Netherlands; or

(iv) incur Indebtedness in reliance on clause (A) of the definition of “Incremental Facility Maximum Amount” in an aggregate amount from and after the Amendment No. 1 Effective Date in excess of (x) $300,000,000 minus (y) the aggregate amount of Indebtedness incurred by the U.S. Borrower or any of its Restricted Subsidiaries or committed by Lenders to the U.S. Borrower and/or its Restricted Subsidiaries in reliance on such clause (A) prior to the Amendment No. 1 Effective Date (which amount in this subclause (y) is $50,000,000);

provided, that it is understood and agreed, for the avoidance of doubt, that failure to comply with any limitation set forth in clauses (i) through (iv) above shall be a Financial Covenant Event of Default.


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or similar agreements, as the case may be), (iv) customary provisions restricting the transfer or further encumbering of assets subject to Liens permitted under Section 7.03(c), (v) customary restrictions affecting only a Restricted Subsidiary of the U.S. Borrower under any agreement or instrument governing any of the Indebtedness of a Credit Party permitted pursuant to Section 7.04, (vi) restrictions affecting any Non-Credit Party under any agreement or instrument governing any Indebtedness of such Non-Credit Party permitted pursuant to Section 7.04, and customary restrictions contained in “comfort” letters and guarantees of any such Indebtedness, (vii) any document relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as the provisions thereof limit grants of junior liens on the assets securing such Indebtedness, (viii) any Operating Lease or Capital Lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (ix) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary, (x) any restrictions existing on the date hereof and set forth on Schedule 7.08, (xi) the 2024 Notes Indenture, all agreements executed in connection therewith and any Permitted Refinancing thereof, (xii) any restrictions existing at the time any Subsidiary becomes a Subsidiary of the U.S. Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the U.S. Borrower, (xiii) any document relating to Indebtedness incurred pursuant to Section 7.04(dd) and (xiv) any document related to an Infrastructure Reorganization and/or any of the other transactions contemplated by an Infrastructure Sale Agreement.

Section 7.09 Transactions with Affiliates. No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the U.S. Borrower, any of its Restricted Subsidiaries, and, in the case of a Restricted Subsidiary, the U.S. Borrower or another Restricted Subsidiary) other than in the ordinary course of business and pursuant to the reasonable requirements of such Credit Party’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to such Credit Party or such Restricted Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, except (i) provision of services outside the United States and sales of goods to an Affiliate for use or distribution outside the United States in each case that in the good faith judgment of the Credit Parties substantially complies with any applicable legal requirements of the Code, (ii) transactions pursuant to any Permitted Receivables Financing, (iii) the lease of real property between and among the U.S. Borrower and its Subsidiaries or between and among any Subsidiary of the U.S. Borrower and any other Subsidiary, in each case consistent with past practice or (iv) agreements and transactions with and payments to officers, directors, employees and shareholders that are either (A) entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement, or (B) entered into outside the ordinary course of business, approved by the directors or shareholders of the U.S. Borrower, and not prohibited by any of the other provisions of this Agreement or in violation of any law, rule or regulation.

Section 7.10 Modification of Certain Agreements.

(a) No Credit Party will amend, modify, supplement, waive or otherwise change, or consent or agree to any amendment, modification, supplement, waiver or other change to, or enter into any


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forbearance from exercising any rights with respect to the terms or provisions contained in any Credit Party’s Organizational Documents that would reasonably be expected to adversely affect the Administrative Agent and the Lenders in any material respect.

(b) No Credit Party will, nor shall it permit any of its Restricted Subsidiaries to, amend, modify, supplement, waive or otherwise change, or consent or agree to any amendment, modification, supplement, waiver or other change to, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Subordinated Debt Document or Junior Lien Debt Document governing or evidencing Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, that constitutes Material Indebtedness (other than any amendment, modification, supplement, waiver or other change (x) which does not adversely affect the Administrative Agent or the Lenders in any material respect or (y) for which no fee is payable to the holders of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, and that (i) extends the maturity or reduces the amount of any repayment, prepayment or redemption of the principal of such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable, (ii) reduces the rate or extends any date for payment of interest, premium (if any) or fees payable on such Subordinated Indebtedness or Junior Lien Indebtedness, as applicable or (iii) makes the covenants, events of default or remedies in such Subordinated Debt Documents or Junior Lien Debt Document, as applicable, less restrictive on any applicable Credit Party).

Section 7.11 Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws.

(a) No Credit Party nor any of their respective Subsidiaries is specifically targeted by or shall be in violation of any U.S. law, regulation, or list of any government agency (including the Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List and the Foreign Sanctions Evaders (FSE) List maintained by OFAC, Executive Order No. 13224 or the USA Patriot Act) or other foreign law, regulation or list of any government agency applicable to it (including the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury, the “Consolidated list of persons, groups and entities subject to EU financial sanctions” maintained by the European Union External Action Service and the annexes to Regulation (EU) No. 833/2014 (as amended) maintained by the European Union) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits any Lender or LC Issuer from making any advance or extension of credit to the Applicable Borrower or from otherwise conducting business with such Borrower or any other Credit Party.

(b) The Borrowers will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any of their respective Subsidiaries, joint ventures, partners or other Persons, (i) to fund any unlawful activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, (ii) in any other manner that would result in a violation of Sanctions by any Person or (iii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws.


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(c) Notwithstanding anything to the contrary, this Section 7.11 shall not be interpreted or applied to any Credit Party with its seat in Germany to the extent that the obligations under this Section 7.11 would violate or expose such Credit Party or any directors, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the Federal Republic of Germany or the European Union and applicable to such entity (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)).

Section 7.12 Fiscal Year. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, change its fiscal year end from December 31.

Section 7.13 2020 EMEA Term Loan Covenant. During the 2020 EMEA Term Covenant Period, except with the written consent of (i) the Required Revolving Lenders and (ii) the Required 2020 EMEA Term Lenders (or in the case of clause (b) below, all 2020 EMEA Term Lenders), the Borrowers agree for the benefit of the Revolving Lenders and the 2020 EMEA Term Lenders, that, notwithstanding any other provision of this Agreement:

(a) no Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to:

(i) violate Sections 7.07(b)(i), (b)(ii) or (b)(iii) (whether or not such provisions are in effect as a result of the delivery of the Compliance Certificate for the fiscal quarter of the U.S. Borrower ending March 31, 2021, and without giving effect to any amendments, waivers or other modifications to such provisions or the provisions referenced therein following the Amendment No. 2 Effective Date); or

(ii) incur Indebtedness which is (x) secured on a pari passu or senior (in lien priority, right of payment, right to mandatory prepayments or otherwise) basis with the Liens securing all or any portion of the EMEA Facility Obligations or (y) incurred by a Non-Credit Party, other than (A) the Priming Facility Credit Agreement as in effect on the date of the Amendment No. 4 Effective Date, (B) an aggregate amount of such Indebtedness described in clauses (x) and (y) from and after the Amendment No. 4 Effective Date not in excess of $50,000,000 and (C) in the case of clause (y), Indebtedness owed by a Non-Credit Party to a Credit Party;

(b) not later than the fifth (5th) Business Day following the receipt of any Excess Asset Sale Proceeds, the EMEA Borrower shall prepay the principal amount of EMEA Term Loans in an aggregate amount at least equal to its Applicable Prepayment Portion of such Excess Asset Proceeds; provided that, if the EMEA Borrower notifies the Administrative Agent that it intends to reinvest all or a portion of such Net Cash Proceeds in long-term assets useful in the business within 30 days following receipt of such Net Cash Proceeds, then no such prepayment shall be required; provided, however, that, if by the deadline specified in the immediately preceding proviso, any portion of such Excess Asset Sale Proceeds has not been so reinvested, the


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EMEA Borrower shall prepay the principal amount of EMEA Term Loans to the extent required above and as provided in Section 2.13(d); and

(c) not later than 60 days after the Amendment No. 2 Effective Date, unless extended by the Administrative Agent in its reasonable discretion upon the request of any Credit Party, the Non-U.S. EMEA Credit Parties shall deliver to the Administrative Agent the documents listed on Schedule 2 to Amendment No. 2, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

It is understood and agreed, for the avoidance of doubt, that (x) the failure to comply with any covenant set forth in clauses (a) through (c) above during the 2020 EMEA Term Covenant Period shall be a 2020 EMEA Term Covenant Event of Default and (y) this Section 7.13 shall automatically terminate and cease to have any effect immediately upon the end of the 2020 EMEA Term Covenant Period.

Section 7.14 Additional Covenants. Except with the written consent of (i) solely during the Revolving Facility Specified Provisions Period, the Required Revolving Lenders in the case of clauses (a), (b), (c) or (e) below and (ii) the Required Lenders, no Credit Party shall, nor shall any Credit Party permit any of its Restricted Subsidiaries to:

(a) incur any Incremental Term Loans, Incremental Revolving Loans or Incremental Equivalent Debt on or after the Amendment No. 3 Effective Date;

(b) make any payments of principal of the 2024 Notes prior to their scheduled maturity (whether directly or by way of exchange, defeasance, covenant defeasance or otherwise) in whole or in part, in cash, property, new Indebtedness or securities or otherwise (other than by the issuance of Equity Interests of the U.S. Borrower that are not Disqualified Equity Interests), unless any such payment of principal constitutes a Permitted Refinancing or is made with the proceeds of a Permitted Refinancing; or

(c) permit any Non-U.S. Subsidiary Guarantor or the EMEA Borrower to incur any Indebtedness (directly or by providing any guaranty) on or after the Amendment No. 3 Effective Date under Sections 7.04(d), (g) (or, in the case of any guaranty, Section 7.05(m)), (h), (i), (l) or (r);

(d) violate Sections 7.07(b)(i), (b)(ii) or (b)(iii) (whether or not such provisions are in effect as a result of the delivery of the Compliance Certificate for the fiscal quarter of the U.S. Borrower ending March 31, 2021, and without giving effect to any amendments, waivers or other modifications to such provisions following the Amendment No. 3 Effective Date); or

(e) permit any Non-U.S. Subsidiary Guarantor or the EMEA Borrower to guarantee any Indebtedness of any U.S. Credit Party on or after the Amendment No. 3 Effective Date unless the U.S. Loans are guaranteed by such Non-U.S. Subsidiary Guarantor or the EMEA Borrower, as applicable.


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Section 7.15 Amendment No. 4 Covenants.

No Credit Party shall amend, change, waive or otherwise modify Section 2.13(c)(v) in a manner that (i) adversely affects any Lender holding U.S. Term Loans, without the prior written consent of Lenders holding not less than a majority of all U.S. Term Loans outstanding at such time or (ii) adversely affects any Lender holding Closing Date EMEA Term Loans, without the prior written consent of Lenders holding not less than a majority of all Closing Date EMEA Term Loans outstanding at such time.

Section 7.16 Budget Covenants; Designated Control Account.

(a) After the Priming Facility Discharge, commencing with the second Saturday after the last “Variance Testing Period” under the Priming Facility Credit Agreement prior to the occurrence of the Priming Facility Discharge and on each second Saturday thereafter until the Petition Date (as defined in the RSA), the U.S. Borrower shall not permit any negative variance between the actual amounts for aggregate receipts and for all ordinary and non-ordinary course disbursements (other than “professional fees”, German Tax Obligations and any amounts included within “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”) in the Approved Budget for any Variance Testing Period versus the projected amounts set forth in the applicable Approved Budget (or, as applicable, the corresponding projections contained in the prior Approved Budget) for aggregate receipts and for ordinary and non-ordinary course disbursements (other than “professional fees”, German Tax Obligations and any amounts included within “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”) included therein on a cumulative basis for such Variance Testing Period to be greater than 15%, in each case, determined based on the Variance Report delivered for the Report Date in the week immediately following such Saturday (the “Permitted Variance”).

(b) After the Priming Facility Discharge, commencing with the second Saturday after the last “Variance Testing Period” under the Priming Facility Credit Agreement prior to the occurrence of the Priming Facility Discharge and on each second Saturday thereafter until the Petition Date (as defined in the RSA), the Borrower shall not permit any negative variance between the actual amounts for aggregate disbursements in respect of “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations” in the Approved Budget, if such obligations are included in the Approved Budget, for any Variance Testing Period versus the projected amounts set forth in the applicable Approved Budget (or, as applicable, the corresponding projections contained in the prior Approved Budget) for aggregate disbursements in respect of “Belgium Tax Obligations” and/or “U.K. Contingent Tax Obligations”, as applicable, included therein on a cumulative basis for such Variance Testing Period to be greater than 15%, in each case, determined based on the Variance Report delivered for the Report Date in the week immediately following such Saturday.

(c) In the event the U.S. Borrower or any of its Subsidiaries receives a binding assessment issued by the General Administration of Taxation in respect of the Belgian Tax Obligations or Her Majesty’s Revenue and Customs in respect of the U.K. Contingent Tax Obligations, the Borrower will, in each case, promptly (and in any event, no later than two (2) Business Days after receipt thereof) deliver a


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copy of such assessment to the Ad Hoc Lender Group Advisors, the Administrative Agent Advisors, the Ad Hoc Noteholder Group Advisors and the Ad Hoc 2020 EMEA Group Advisors together with notice of the date on which such binding assessment will be paid.

(d) The U.S. Borrower shall not expend or withdraw, or permit the expenditure or withdrawal, of any proceeds on deposit in the Designated Control Account that is not in accordance with the Approved Budget then in effect. The U.S. Borrower may request disbursements from the Designated Control Account by delivering to the Administrative Agent, the Administrative Agent Advisors and the Ad Hoc Lender Group Advisors a written withdrawal notice, not later than 12:00 p.m., New York City time, two (2) Business Days before (or such shorter time as agreed by the Administrative Agent) the proposed date of the requested withdrawal (the “Withdrawal Date”) and no more frequently than one (1) withdrawal per four (4) week period; provided, further, that (i) the amount that may be withdrawn during any four (4) week period shall not exceed the amount contained in the line-item “Retained Cash Proceeds Withdrawal” in the Approved Budget without the prior written approval of the Ad Hoc Lender Group Advisors, which approval may be delivered by email to the Administrative Agent and the Administrative Agent Advisors and (ii) any amounts withdrawn pursuant to this clause (d) shall be used solely for the purposes permitted under the Approved Budget. If the Administrative Agent has not received, on or before 12:00 p.m., New York City time, one (1) Business Day before the Withdrawal Date, written notice from the Ad Hoc Lender Group Advisors (which may be delivered by email to the Administrative Agent and the Administrative Agent Advisors) that the proposed withdrawal is not in compliance with the Approved Budget, then the Administrative Agent shall, on the Withdrawal Date, disburse funds from the Designated Control Account in an aggregate principal amount equal to the amount specified in the applicable withdrawal notice in accordance with such wire instructions as are specified therein. In no event shall the Administrative Agent have any responsibility or liability with respect to monitoring or determining whether any withdrawal request is in compliance with the Approved Budget and may conclusively rely on a representation of the U.S. Borrower in the withdrawal notice that such withdrawal does not exceed the amount contained in the line-item “Retained Cash Proceeds Withdrawal” set forth in the Approved Budget. Upon the earlier to occur of (x) the Plan Effective Date (as defined in the RSA) and solely to the extent required by the terms of the RSA and (y) an RSA Termination Event, any residual amount of Infrastructure Sale Proceeds on deposit in the Designated Control Account, together with all accrued interest thereon, shall be applied to the prepayment of Obligations pursuant to Section 2.13(c)(v)(B)(2).

ARTICLE VIII.

EVENTS OF DEFAULT

Section 8.01 Events of Default. Any of the following specified events shall constitute an Event of Default (each an “Event of Default”):

(a) Payments: any Borrower shall (i) default in the payment when due (whether at maturity, on a date fixed for a scheduled repayment, on a date on which a required prepayment is to be made


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(unless such payment is otherwise declined), upon acceleration or otherwise) of any principal of the Loans; or (ii) default, and such default shall continue for five (5) or more days, in the payment when due of any interest on the Loans, any Fees or any other Obligations or any reimbursement obligation in respect of any Unpaid Drawing, or fail to Cash Collateralize any Letter of Credit when required to do so hereunder; or

(c) Certain Covenants: any Borrower shall default in the due performance or observance by it of any term, covenant or agreement contained in (1) Section 6.01(b) (solely with respect to the financial statements for the fiscal quarter ending June 30, 2020), Sections 6.01(d) – (f), Section 6.01(j), Section 6.05(i) or Article VII of this Agreement (provided that (x) a Default as a result of a breach of Section 7.07 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Term Loans unless and until the Revolving Lenders have declared all amounts outstanding under the Revolving Facility to be immediately due and payable and all outstanding Revolving Commitments to be immediately terminated, in each case in accordance with this Agreement and (y) a Default as a result of a breach of Section 7.13 (a “2020 EMEA Term Covenant Event of Default”) shall not constitute an Event of Default with respect to any Closing Date Term Loans unless and until (A) the Revolving Lenders have declared all amounts outstanding under the Revolving Facility to be immediately due and payable and all outstanding Revolving Commitments to be immediately terminated and (B) the 2020 EMEA Term Lenders have declared all outstanding 2020 EMEA Term Loans to be immediately due and payable, in each case in accordance with this Agreement) or (2) Sections 6.04, 6.09, 6.10, or 6.15 of this Agreement and such default is not remedied for a period of ten (10) days; or

(d) Other Covenants: any Credit Party shall default in the due performance or observance by it of any term, covenant or agreement contained in this Agreement or any other Loan Document (other than those referred to in Section 8.01(a) or (b) or (c) above) and such default is not remedied within 30 days after the earlier of (i) an Authorized Officer of any Credit Party obtaining knowledge of such default or (ii) the U.S. Borrower receiving written notice of such default from the Administrative Agent or the Required Lenders (any such notice to be identified as a “notice of default” and to refer specifically to this paragraph); or

(e) Cross Default Under Other Agreements; Hedge Agreements: the U.S. Borrower or any Significant Subsidiary shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition


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exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of the U.S. Borrower or any Significant Subsidiary shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); provided that (x) this clause (e)(ii) shall not apply to secured Indebtedness that becomes due and is actually paid as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale, transfer or repayment of Indebtedness is permitted hereunder and (y) with respect to any Indebtedness which is convertible into Equity Interests and permitted hereunder, the conversion of such Indebtedness into Equity Interests in accordance with the terms thereof shall not constitute, for purposes of this clause (e)(ii), an event or condition which would allow the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity; or (iii) without limitation of the foregoing clauses, default in any payment obligation under a Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Hedge Agreement or any other agreement or instrument relating thereto and as a result of such payment default, “termination value” (as defined in such Hedge Agreement) owed by such Credit Party is in excess of $50,000,000; or

(f) Invalidity of Loan Documents: subject to the Legal Reservations and the Non-U.S. Perfection Requirements, at any time after any Loan Document is executed and delivered and for any reason other than as expressly permitted hereunder or under such Loan Document or satisfaction in full of all the Obligations, (i) such Loan Document or any material provision thereof shall cease to be in full force and effect, or (ii) the U.S. Borrower or any of its Subsidiaries shall assert that such Loan Document or any material provision thereof is invalid; or

(g) Invalidity of Liens: subject to the Legal Reservations and the Non-U.S. Perfection Requirements (i) any security interest or Lien purported to be created by any Security Document shall cease to be in full force and effect (other than (A) in accordance with the terms hereof and thereof or (B) in connection with the satisfaction in full of the Obligations in accordance with the terms hereof), or shall cease to give the Administrative Agent, for the benefit of the applicable Secured Creditors, the Liens, rights, powers and privileges in any Collateral having a fair market value, individually or in the aggregate, in excess of $10,000,000, purported to be created and granted under such Security Documents (including a perfected first priority security interest in and Lien on, all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) other than to the extent resulting from (x) an action by the Administrative Agent directly resulting in the execution or filing of an erroneous UCC financing statement amendment, termination or assignment or any other equivalent document in any jurisdiction of organization of any Credit Party or any jurisdiction whose laws govern the provisions of security interests in assets of such Credit Party or (y) the failure of the Administrative Agent to maintain possession of any collateral delivered to the Administrative Agent pursuant to and as required by the Loan Documents, or (ii) the U.S. Borrower or any of its Subsidiaries shall assert that any security interest or Lien purported to be created by any Security Document is invalid (other than in accordance with the terms hereof and thereof); or


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(h) Judgments: (i) one or more judgments, orders or decrees (or any settlement of any claim that, if breached, would result in a judgment order or decree) shall be entered against the U.S. Borrower or any Significant Subsidiary involving a liability (other than a liability covered by insurance, as to which the carrier has adequate claims paying ability and has not effectively reserved its rights) of $50,000,000 or more in the aggregate for all such judgments, orders, decrees and settlements for the U.S. Borrower and all Significant Subsidiaries, and any such judgments or orders or decrees or settlements shall not have been vacated, discharged or stayed or bonded pending appeal within 45 days (or such longer period, not in excess of 60 days, during which enforcement thereof, and the filing of any judgment lien, is effectively stayed or prohibited) from the entry thereof; or (ii) one or more judgments, orders, decrees or settlements shall be entered against the U.S. Borrower or any Significant Subsidiary involving a required divestiture of any material properties, assets or business reasonably estimated to have a fair value in excess of $50,000,000, and any such judgments, orders or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within 45 days (or such longer period, not in excess of 60 days, during which enforcement thereof, and the filing of any judgment lien, is effectively stayed or prohibited) from the entry thereof; or

(i) Insolvency Event: any Insolvency Event shall occur with respect to the U.S. Borrower the EMEA Borrower or any Significant Subsidiary; or

(j) ERISA Event, Non-U.S. Plan Event or Canadian Pension Plan Event: any ERISA Event, Non-U.S. Plan Event or Canadian Pension Plan Event shall have occurred and either (i) such event or events would reasonably be expected to have a Material Adverse Effect or (ii) there shall result from any such event or events the imposition of a Lien in excess of $50,000,000 on the assets of the U.S. Borrower or any Significant Subsidiary; or

(k) Change of Control: if there occurs a Change of Control.; or

(l) German Tax Liability: the U.S. Borrower or any Subsidiary shall make (or cause to be made) payments in respect of German Tax Obligations (inclusive of interest and penalties) in excess of €10,700,000 in the aggregate; or

(m) Designated Control Account. The Infrastructure Sale Retained Proceeds shall have been expended or withdrawn from the Designated Control Account in a manner which is not in accordance in all material respects with the Approved Budget or this Agreement, absent the consent of the Required Lenders; or

(n) Other Tax Obligations: the U.S. Borrower or any Subsidiary shall expend or apply any amounts contained in the line-item “tax (one time)” in the Approved Budget for any other purpose, other than satisfaction and/or payment of the specific liability to which such specified amount relates; provided that any ordinary and non-ordinary course disbursements made during any Variance Testing Period that are subject to the covenant in Section 7.16(a) shall be subject to the Permitted Variance for such Variance Testing Period.


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Section 8.02 Remedies. Upon the occurrence of any Event of Default, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent (i) may, in its discretion, or (ii) shall, upon the written request of the Required Lenders (or, (x) if a Financial Covenant Event of Default has occurred and is continuing, upon the written request of the Required Revolving Lenders, and in such case only with respect to the Revolving Commitments and any Letters of Credit or (y) if a 2020 EMEA Term Covenant Event of Default has occurred and is continuing, upon the written request of (A) the Required Revolving Lenders, and in such case the Administrative Agent shall implement the remedies described below only with respect to the Revolving Commitments and any Letters of Credit or (B) the Required 2020 EMEA Term Lenders, and in such case the Administrative Agent shall implement the remedies described below only with respect to the 2020 EMEA Term Loans), by written notice to the U.S. Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the U.S. Borrower or any other Credit Party in any manner permitted under applicable law:

(a) declare the Commitments terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately without any other notice of any kind;

(b) declare the principal of and any accrued interest in respect of all Loans, all Unpaid Drawings and all other Obligations (other than any Obligations under any Secured Hedge Agreement) owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the U.S. Borrower;

(c) (i) terminate any Letter of Credit that may be terminated in accordance with its terms and/or (ii) require the U.S. Borrower to Cash Collateralize all or any portion of the LC Outstandings; or

(d) exercise any other right or remedy available under any of the Loan Documents or applicable law;

provided that, if an Event of Default specified in Section 8.01(i) shall occur, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (a), (b) and/or (c)(ii) above shall occur automatically without the giving of any such notice.

Section 8.03 Application of Certain Payments and Proceeds.

(a) All payments and other amounts received by the Administrative Agent or any Lender through the exercise of remedies hereunder or under the other Loan Documents from any U.S. Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pledged by the U.S. Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows:


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(ii) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Article III) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts;

(iii) third, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts;

(iv) fourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, (B) the amounts due to Secured Hedge Providers under Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the amounts due to Cash Management Banks under Secured Cash Management Agreements and (D) to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit;

(v) fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Loan Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Secured Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; and

(vi) finally, any remaining surplus after all of the Obligations have been paid in full, to the U.S. Borrower or to whomsoever shall be lawfully entitled thereto.

(b) All payments and other amounts received by the Administrative Agent or any Lender through the exercise of remedies hereunder or under the other relevant Loan Documents from any Non-U.S. EMEA Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the EMEA Facility Collateral pledged by the Non-U.S. EMEA Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows:

(i) first, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent in its capacity as such;


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(ii) second, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Article III) payable to each Lender, ratably among them in proportion to the aggregate of all such amounts;

(iii) third, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting accrued and unpaid interest on the EMEA Term Loan, ratably among the Lenders in proportion to the aggregate of all such amounts;

(iv) fourth, pro rata to the payment of (A) that portion of the Non-U.S. EMEA Credit Party Obligations constituting unpaid principal of the EMEA Term Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, (B) the amounts due to Secured Hedge Providers by Non-U.S. EMEA Credit Parties under Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, and (C) the amounts due to Cash Management Banks by Non-U.S. EMEA Credit Parties under Secured Cash Management Agreements;

(v) fifth, to the payment of all other Non-U.S. EMEA Credit Party Obligations of the Non-U.S. EMEA Credit Parties owing under or in respect of the Loan Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Secured Creditors, ratably based upon the respective aggregate amounts of all such Non-U.S. EMEA Credit Party Obligations owing to them by Non-U.S. EMEA Credit Parties on such date; and

(vi) finally, any remaining surplus after all of the Non-U.S. EMEA Credit Party Obligations have been paid in full, to the EMEA Borrower or to whomsoever shall be lawfully entitled thereto.

Notwithstanding the foregoing, consistent with Section 2.22, (i) no Non-U.S. EMEA Credit Party shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other obligations of the U.S. Borrower or any U.S. Credit Party (including all U.S. Obligations) as a result of the exercise of remedies by the Administrative Agent or any Lender under this Section 8.03 or otherwise and (ii) no proceeds of Collateral of any Non-U.S. EMEA Credit Party shall be applied to the obligations of the U.S. Borrower or any U.S. Credit Party (including any U.S. Obligations).

The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may reasonably request in writing, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance


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of any Event of Default (including by operation of law or otherwise), the prepayment premium set forth in Section 2.13(g) (the “Prepayment Premium”) determined as of the date of acceleration will also be due and payable and will be treated and deemed as though the 2020 EMEA Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Prepayment Premium payable pursuant to Section 2.13(g) shall be presumed to be equal to the liquidated damages sustained by the 2020 EMEA Term Lenders as the result of the occurrence of the 2020 EMEA Prepayment Event, and the EMEA Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EMEA BORROWER HEREBY EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The EMEA Borrower expressly agrees that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between 2020 EMEA Term Lenders and the EMEA Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (D) the EMEA Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph, (E) its agreement to pay the Prepayment Premium is a material inducement to the 2020 EMEA Term Lenders, (F) the Prepayment Premium represents a good faith, reasonable estimate of liquidated damages (including without limitation a calculation of the lost profits or other damages, and are a proportionate quantification of the actual loss of the anticipated stream of interest payments upon an early prepayment or acceleration of the 2020 EMEA Term Loans) of the 2020 EMEA Term Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the 2020 EMEA Term Lenders or profits lost by the 2020 EMEA Term Lenders as a result of such 2020 EMEA Prepayment Event for various reasons (including, without limitation, because such damages would depend on, among other things, (1) when the 2020 EMEA Term Lenders might otherwise be repaid and (2) future changes in interest rates which are not readily ascertainable on the Amendment No. 2 Effective Date), (G) to the extent it becomes due and payable in accordance with the terms of this Agreement, the Prepayment Premium represents additional consideration for providing the 2020 EMEA Term Loans, and (H) the Prepayment Premium is not a penalty to punish the EMEA Borrower for their early prepayment of the 2020 EMEA Term Loans or for the occurrence of any Event of Default or acceleration.

ARTICLE IX.

THE ADMINISTRATIVE AGENT

Section 9.01 Appointment.

(a) Each Lender hereby irrevocably designates and appoints the Administrative Agent to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes


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the Administrative Agent for such Lender and exempt the Administrative Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) to the extent legally possible to it, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor any fiduciary relationship with any Lender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any rights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Credit Parties or any of their respective Subsidiaries.

(b) Each Lender hereby further irrevocably authorizes the Administrative Agent on behalf of and for the benefit of the Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty Agreements, the Security Documents, the Collateral and any other Loan Document. Each Lender irrevocably authorizes the Administrative Agent to accept, for and on behalf of the Lender, any parallel debt obligations with the Credit Parties pursuant to which the Administrative Agent shall have its own, independent right to demand payment of the amounts payable by each Credit Party in connection with the Obligations. Subject to Section 11.12, without further written consent or authorization from Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release any Lien (x) encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented or (y) upon the termination of the Commitments and the payment in full (other than Hedging Obligations, Banking Services Obligations, contingent indemnification obligations and unasserted expense reimbursement obligations) of all Obligations and the expiration or termination of all Letters of Credit (other than those that have been Cash Collateralized or backstopped), (ii) subordinate any Lien (x) to the extent such subordination is expressly permitted under this Agreement or (y) to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, or (iii) release any Subsidiary Guarantor from a Guaranty Agreement (w) if all of the Equity Interests of such Subsidiary Guarantor owned by any Credit Party are sold in a sale permitted under the Loan Documents (including pursuant to a waiver or consent), (x) if such Subsidiary Guarantor becomes an Excluded Subsidiary in accordance with the terms of this Agreement, (y) upon the termination of the Commitments and the payment in full (other than contingent indemnification obligations and unasserted expense reimbursement obligations) of all Obligations and the expiration or termination of all Letters of Credit (other than those that have been Cash Collateralized or backstopped) or (z) with respect to which the Required Lenders (or


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such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented.

(c) Solely for the purposes of English law and (where applicable) Scots law, the Administrative Agent declares that pursuant to the terms of the UK Security Documents it shall hold the UK Security Property as security trustee for the UK Secured Parties on the terms contained in this Agreement and the UK Security Documents. Each of the parties to this Agreement acknowledges and agrees to such appointment of the Administrative Agent as security trustee and agrees that the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the UK Security Documents (and no others shall be implied).

(d) Solely for the purposes of Irish law, the Administrative Agent declares that pursuant to the terms of the Irish Security Documents it shall hold the Irish Security Property as security trustee for the Irish Secured Parties on the terms contained in this Agreement and the Irish Security Documents. Each of the parties to this Agreement acknowledges and agrees to such appointment of the Administrative Agent as security trustee and agrees that the Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the Irish Security Documents (and no others shall be implied).

(e) Solely for the purposes of Swiss law:

(i) The Administrative Agent shall:-

(A) to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any Security Documents creating a Swiss Accessory Security;

(B) to accept, execute and deliver in its name and on its behalf as its direct representative (direkter Stellvertreter) any amendments, confirmations and/or alterations


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to any Security Documents creating a Swiss Accessory Security and to administer, exercise such rights, remedies, powers and discretions as are delegated to or conferred upon the Administrative Agent thereunder together with such powers and discretions as are reasonably incidental thereto;

(f) Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce any Guaranty Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Lenders in accordance with the terms hereof and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale.

(g) Solely for the purpose of German law,


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may from time to time be authorised under or in accordance with the Security Documents; and (z) to accept and enter into as its attorney (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Creditor as security for the Obligations (other than U.S. Obligations) under German law and to agree to and execute on its behalf as its attorney (Stellvertreter) any amendments, confirmations and/or alterations to any Security Documents governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such Security Documents.

(iii) Each of the Secured Creditors (other than the Administrative Agent) hereby relieves the Administrative Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Secured Creditor. A Secured Creditor which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Administrative Agent accordingly.

(iv) Each Secured Creditor (other than the Administrative Agent) hereby ratifies and approves all acts and declarations previously done by the Administrative Agent on such Secured Creditor's behalf (including for the avoidance of doubt any declarations made by the Administrative Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Creditor as future pledgee or otherwise).

For greater certainty, and without limiting the powers of the Administrative Agent, each Lender, on its own behalf and on behalf of its Affiliates, hereby irrevocably appoints and authorizes the Administrative Agent to act as the hypothecary representative of the Secured Creditors (as contemplated in Article 2692 of the Civil Code of Québec) in order to enter into, to take and to hold, on their behalf and for their benefit, hypothecs granted by any Credit Party on property pursuant to the laws of the Province of Québec in order to secure obligations of any Credit Party hereunder or under any other Loan Document, Secured Cash Management Agreement or Secured Hedge Agreement and to exercise such powers and duties that are conferred upon the Administrative Agent thereunder. The execution by the Administrative Agent, acting as such hypothecary representative, prior to this Agreement of any deeds of hypothec is hereby ratified and confirmed. The constitution of the Administrative Agent as hypothecary representative shall be deemed to have been ratified and confirmed by (on its own behalf and on behalf of its Affiliates) each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any Secured Creditors’ rights and obligations under this Agreement, the other Loan Documents, Secured


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Cash Management Agreements or a Secured Hedge Agreement by the execution of an assignment, including an Assignment Agreement, or other agreement pursuant to which it becomes such assignee or participant. The Administrative Agent, acting as hypothecary representative shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as hypothecary representative.

Section 9.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, sub-agents, delegates, co-security trustees (in the case of the UK Security Documents, the Irish Security Documents or the Northern Irish Security Documents) or attorneys-in-fact, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents, sub-agents, delegates, co-security trustees (in the case of the UK Security Documents, the Irish Security Documents or the Northern Irish Security Documents) or attorneys-in-fact selected by it with reasonable care except to the extent otherwise required by Section 9.03. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of Section 9.03 shall apply to any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory and rights to indemnification) and shall have all of the rights, benefits and privileges of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Credit Party, any Lender or any other Person and no Credit Party, Lender or any other Person shall have the rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.


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books or records of the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default. The Administrative Agent shall not be responsible to any Lender for the creation, perfection or priority of any Lien, or security interest created or purported to be created under the Security Documents, or for any failure of any Credit Party or any other party to any Loan Document to perform its obligations thereunder.

Section 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, e-mail or other electronic transmission, facsimile transmission, telex or teletype message, statement, order or other document or conversation believed by it, in good faith, to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the U.S. Borrower or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders or all of the Lenders, as applicable, as to any matter that, pursuant to Section 11.12, can only be effectuated with the consent of all Required Lenders or all applicable Lenders, as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Section 9.05 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the U.S. Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” If the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or (A) the Required Revolving Lenders with respect to any Event of Default under Section 7.07 or (B) the Required Revolving Lenders or the Required 2020 EMEA Term Lenders with respect to any 2020 EMEA Term Covenant Event of Default); provided, however, that unless and until the Administrative


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Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall reasonably deem advisable in the best interests of the Lenders.

Section 9.06 Non-Reliance. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Credit Parties or their respective Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Credit Parties and their Subsidiaries. The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Credit Parties and their Subsidiaries that may come into the possession of the Administrative Agent or any of its Related Parties.


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not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (i) within ten (10) days after the Closing Date, and (ii) at such other times as are required under the USA Patriot Act.

Section 9.09 Indemnification. The Lenders agree to indemnify the Administrative Agent and its Related Parties, ratably according to their pro rata share of the Aggregate Credit Facility Exposure, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or such Related Parties in any way relating to or arising out of this Agreement or any other Loan Document, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted to be taken by the Administrative Agent or such Related Parties under or in connection with any of the foregoing, but only to the extent that any of the foregoing is not paid by the U.S. Borrower, but without limitation of the U.S. Borrower’s obligation to do so; provided, however, that no Lender shall be liable to the Administrative Agent or any of its Related Parties for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting solely from the Administrative Agent’s or such Related Parties’ gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any such Related Parties for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of all Obligations.

Section 9.11 Successor Administrative Agent. The Administrative Agent may resign at any time upon not less than 30 days’ prior written notice to the Lenders, each LC Issuer and the Borrowers. Such resignation shall take effect upon the earlier of (i) the appointment of a successor Administrative Agent pursuant to this Agreement and (ii) 5:00 P.M. (New York City time) on the 30th day following receipt by the Borrowers, the Lenders and each LC Issuer of the written resignation notice. Upon receipt of any such written notice of resignation, the Required Lenders shall have the right, with the consent of the Borrowers, to appoint a successor (other than any Person that is a Disqualified Lender), which consent of the Borrowers shall not be unreasonably withheld, delayed or conditioned and which shall not be required during the continuance of a Specified Event of Default (other than with respect to the appointment of any Person that is a Competitor, which shall require the consent of the U.S.


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Borrower under all circumstances). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each LC Issuer, with the consent of the Borrowers, which consent shall not be unreasonably withheld, delayed or conditioned and which shall not be required during the continuance of a Specified Event of Default (other than with respect to the appointment of any Person that is a Competitor, which shall require the consent of the U.S. Borrower under all circumstances), appoint a successor Administrative Agent who shall not be a Disqualified Lender; provided, however, that if the Administrative Agent shall notify the Borrowers and the Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and the terms hereof. Upon the effective time of the resignation of the Administrative Agent, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or any LC Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the U.S. Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between the U.S. Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.02 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 9.12 Other Agents. Any Lender identified herein as a Syndication Agent, Documentation Agent, Lead Arranger or any other corresponding title, other than “Administrative Agent,” shall have no right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document except those applicable to all Lenders as such. Each Lender acknowledges


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that it has not relied, and will not rely, on any Lender so identified in deciding to enter into this Agreement or in taking or not taking any action hereunder.

Section 9.13 UK Security Documents, Irish Security Documents and Northern Irish Security Documents.

(a) Winding up of UK Security Trust. If the Administrative Agent determines that (x) all of the Obligations and all other obligations secured by the Loan Documents have been fully and finally discharged and (y) none of the Lenders is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Loan pursuant to the Loan Documents the trusts set out in this Agreement and the UK Security Documents in relation to the UK Security Documents shall be wound up and the Administrative Agent shall release, without recourse or warranty, all of the Liens created under the UK Security Documents and the rights of the Administrative Agent under each of the UK Security Documents.

(b) UK Powers Supplemental. The rights, powers and discretions conferred upon the Administrative Agent by this Agreement in respect of the UK Security Documents shall be supplemental to the Trustee Act 1925, and the Trustee Act 2000 and the Trusts (Scotland) Act 1921 and in addition to any which may be vested in the Administrative Agent by general law or otherwise.

(c) UK Disapplication. Section 1 of the Trustee Act 2000 shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by this Agreement in respect of the UK Security Documents. Where there are any inconsistencies between the Trustee Act 1925, the United Kingdom Trustee Act 2000, the Trusts (Scotland) Act 1921, the Trustee Act (Northern Ireland) 1958 or the Trustee Act (Northern Ireland) 2001 of Northern Ireland and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

(d) Irish Powers Supplemental. The rights, powers and discretions conferred upon the Administrative Agent by this Agreement in respect of the Irish Security Documents shall be supplemental to the Irish Trustee Act 1893 (as amended) and in addition to any which may be vested in the Administrative Agent by general law, regulation or otherwise.

(e) Irish Disapplication. Where there are any inconsistencies between the Irish Trustee Act 1893 (as amended) and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail.

(f) Northern Irish Powers Supplemental. The rights, powers and discretions conferred upon the Administrative Agent by this Agreement in respect of the Northern Irish Security Documents shall be supplemental to the Trustee Act (Northern Ireland) 1958 and the Trustee Act (Northern Ireland) 2001 (as amended) and in addition to any which may be vested in the Administrative Agent by general law, regulation or otherwise.


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(g) Northern Irish Disapplication. Section 1 of the Trustee Act (Northern Ireland) 2001 shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by this Agreement in respect of the Northern Irish Security Documents. Where there are any inconsistencies between the Trustee Act (Northern Ireland) 1958 or the Trustee Act (Northern Ireland) 2001 (as amended) and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act (Northern Ireland) 2001, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

Section 9.14 Agency for Perfection. The Administrative Agent and each Lender hereby appoints the Administrative Agent and each other Lender as agent and bailee for the purpose of perfecting the security interests in and liens upon the Collateral in assets that, in accordance with Article 9 of the UCC, can be perfected only by possession or control (or where the security interest of a secured party with possession or control has priority over the security interest of another secured party) and the Administrative Agent and each Lender hereby acknowledges that it holds possession of or otherwise controls any such Collateral for the benefit of the Administrative Agent and the Lenders as secured party. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions. Without limiting the generality of the foregoing, each Lender hereby appoints the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens on the Deposit Accounts or on any other deposit accounts or securities accounts of any Credit Party. Each Credit Party by its execution and delivery of this Agreement hereby consents to the foregoing.

Section 9.15 Proof of Claim. The Lenders and the Borrowers hereby agree that after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01(i), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy, examinership, administration, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowers or any of the Subsidiary Guarantors, the Administrative Agent shall be entitled and empowered, by intervention in such proceeding or otherwise:

to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Loans and any other Obligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their agents and counsel and all other amounts due the Lenders and the Administrative Agent hereunder) allowed in such judicial proceeding; and

to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


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payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent and other agents hereunder. Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lenders or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. Further, nothing contained in this Section 9.15 shall affect or preclude the ability of any Lender to (i) file and prove such a claim in the event that the Administrative Agent has not acted within ten (10) days prior to any applicable bar date and (ii) require an amendment of the proof of claim to accurately reflect such Lender’s outstanding Obligations.

Section 9.16 Posting of Approved Electronic Communications.


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PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE INDEMNITEES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE INDEMNITEES HAVE ANY LIABILITY TO ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY INDEMNITEES IS FOUND IN A FINAL, NON-APPEALABLE ORDER BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(d) Delivery Via Platform. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its electronic mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s electronic mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such electronic mail address.

Section 9.18 Intercreditor Agreements. The Administrative Agent is authorized to enter into the Priming Facility Intercreditor Agreement and any other intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Incremental Equivalent Debt (or any Permitted Refinancing of the foregoing), to the extent permitted hereby), and the parties hereto acknowledge that the Priming Facility Intercreditor Agreement


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and any other intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby, will be binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Priming Facility Intercreditor Agreement or any other intercreditor or subordination agreement or arrangement entered into in connection with any Incremental Equivalent Debt permitted hereby and (b) hereby authorizes and instructs the Administrative Agent to enter into, if applicable, the Priming Facility Intercreditor Agreement and any other intercreditor or subordination agreement or arrangement entered into in connection herewith or contemplated hereby (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements or arrangements, including in connection with the incurrence by any Credit Party of any Incremental Equivalent Debt (or any Permitted Refinancing of the foregoing) to the extent permitted hereby) and in the case of the Priming Facility Intercreditor Agreement or any other such intercreditor or subordination agreement or arrangement, subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Section 9.19 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Credit Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, any Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, any Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,


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the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Credit Party, that:

(i) none of the Administrative Agent, the Lead Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other Person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of any Obligation),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, any Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, any Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent, the Lead Arrangers or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, any Letters of Credit, the Commitments or this Agreement.


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(c) The Administrative Agent and each of the Lead Arrangers hereby informs the Lenders that it is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, any Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, any Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, any Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Section 9.20 Parallel Obligations. Notwithstanding any other provision of this Agreement, the Borrowers hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, as creditor in its own right and not as representative of the other Secured Creditors, sums equal to and in the currency of each amount payable by such Borrower to Secured Creditors with respect to the EMEA Term Loan and the other EMEA Facility Obligations under the Loan Documents as and when that amount falls due for payment under the relevant Loan Document or would have fallen due but for any discharge resulting from failure of another Secured Creditors to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve its entitlement to be paid that amount (the “Parallel Obligation”). The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Borrower under this Section 9.20, irrespective of any discharge of such Borrower’s obligation to pay those amounts to the other Secured Creditors resulting from failure by them to take appropriate steps, in insolvency proceedings affecting such Credit Party, to preserve their entitlement to be paid those amounts. Any amount due and payable by a Borrower to the Administrative Agent under this Section 9.20 shall be decreased to the extent that the other Secured Creditors have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Loan Documents and any amount due and payable by a Credit Party to the other Secured Creditors under those provisions shall be decreased to the extent that the Administrative Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 9.20. The rights of the Secured Creditors (other than the Administrative Agent) to receive payment of amounts payable by each Borrower under the Loan Documents are several and are separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under this Section 9.20.


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ARTICLE X.

GUARANTY

Section 10.01 Guaranty by the U.S. Borrower. The U.S. Borrower hereby irrevocably and unconditionally guarantees, for the benefit of the Secured Creditors, all of the following (collectively, the “U.S. Borrower Guaranteed Obligations”): (a) all Obligations, (b) all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued for the benefit of any LC Obligor (other than the Borrower) under this Agreement, (b) all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing owing by any Restricted Subsidiary of the U.S. Borrower under any Secured Hedge Agreement or any other document or agreement executed and delivered in connection therewith to any Secured Hedge Provider, in each case, other than any Excluded Swap Obligations and (c) all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing owing by any Restricted Subsidiary of the U.S. Borrower under any Cash Management Agreement or any other document or agreement executed and delivered in connection therewith to any Cash Management Bank and, in each case, whether now existing, or hereafter incurred or arising, including any such interest or other amounts incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding (including under any Debtor Relief Law), regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or under any Debtor Relief Law). Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectability and is in no way conditioned or contingent upon any attempt to collect from any Subsidiary or Affiliate of the U.S. Borrower, or any other action, occurrence or circumstance whatsoever. Upon failure by any Credit Party to pay punctually any of the U.S. Borrower Guaranteed Obligations, the U.S. Borrower shall forthwith on demand by the Administrative Agent pay the amount not so paid at the place and in the currency and otherwise in the manner specified in this Agreement or any other applicable agreement or instrument.

Section 10.02 Reserved.

Section 10.03 Guaranty Unconditional. The obligations of the U.S. Borrower under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:

any extension, renewal, settlement, compromise, waiver or release (other than a waiver or release of the entire amount of the U.S. Borrower Guaranteed Obligations in connection with the termination in full of the Commitments and the repayment in full of the Loans and all interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) concurrently with the


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termination of the Loan Documents) in respect to the U.S. Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise;

any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation;

any release, non-perfection or invalidity of any direct or indirect security for the U.S. Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any U.S. Borrower Guaranteed Obligations;

any change in the corporate existence, structure or ownership of any Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including under any Debtor Relief Law) affecting any Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations;

the existence of any claim, set-off or other rights that the U.S. Borrower may have at any time against any other Credit Party, the Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;

any invalidity or unenforceability relating to or against any other Credit Party for any reason of any agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Credit Party of any of the U.S. Borrower Guaranteed Obligations; or

any other act or omission of any kind by any other Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of the U.S. Borrower’s obligations under this Section other than the irrevocable payment in full of all U.S. Borrower Guaranteed Obligations.

Section 10.04 Borrower Obligations to Remain in Effect; Restoration. The U.S. Borrower’s obligations under this Article X shall remain in full force and effect until the Commitments shall have terminated, and the principal of and interest on the Notes and other U.S. Borrower Guaranteed Obligations, and all other amounts payable by the Borrowers, any other Credit Party or other Subsidiary, under the Loan Documents or any other agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations, shall have been paid in full (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped). If at any time any payment of any of the U.S. Borrower Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Credit Party (including under any Debtor Relief Law), the U.S.


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Borrower’s obligations under this Article with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

Section 10.05 Waiver of Acceptance, etc. The U.S. Borrower irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any other Credit Party or any other Person, or against any collateral or guaranty of any other Person.

Section 10.06 Subrogation. Until the indefeasible payment in full of all of the Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) and the termination of the Commitments hereunder, the U.S. Borrower shall have no rights, by operation of law or otherwise, upon making any payment under this Section 10.06 to be subrogated to the rights of the payee against any other Credit Party with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any such Credit Party in respect thereof.

Section 10.07 Effect of Stay. In the event that acceleration of the time for payment of any amount payable by any Credit Party under any of the U.S. Borrower Guaranteed Obligations is stayed upon insolvency, bankruptcy or reorganization of such Credit Party (including under any Debtor Relief Law), all such amounts otherwise subject to acceleration under the terms of any applicable agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations shall nonetheless be payable by the U.S. Borrower under this Article forthwith on demand by the Administrative Agent.

Section 10.08 Keepwell. The U.S. Borrower, to the extent it is a Qualified ECP Guarantor, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by the U.S. Borrower to honor all of its obligations under this Article X in respect of Secured Hedge Agreements (provided, however, that the U.S. Borrower shall only be liable under this Section 10.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.08, or otherwise under this Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the U.S. Borrower under this Section 10.08 shall remain in full force and effect until payment in full of all of the Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) and the termination of the Commitments hereunder. The U.S. Borrower intends that this Section 10.08 constitute, and this Section 10.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


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ARTICLE XI.

MISCELLANEOU.S.

Section 11.01 Payment of Expenses, etc. Each Credit Party agrees to pay (or reimburse the Administrative Agent, the Lead Arrangers, the Lenders or their Affiliates, as the case may be) all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including without limitation all out-of-pocket expenses and legal fees of counsel to the Administrative Agent and the Lead Arrangers (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (ii) all reasonable and invoiced out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers in connection with any amendment, waiver or consent relating to any of the Loan Documents, including all out-of-pocket expenses and legal fees of counsel (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent, the Lead Arrangers and the Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (iii) all reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including the reasonable and invoiced fees and disbursements of any individual counsel to the Administrative Agent and any Lender; (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any such indemnified Person) to pay such taxes; (v) all the actual, reasonable and documented costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees, expenses and amounts owed pursuant to Article III, search fees, title insurance premiums and reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents (limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and the Lenders, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction for the Administrative Agent and the


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Lenders, taken as a whole (and the in case of an actual or reasonably perceived conflict of interest, one additional conflicts counsel for the affected Persons, taken as a whole)); (vi) all the actual, reasonable and documented out-of-pocket costs and fees, expenses and disbursements of any external auditors, accountants, consultants or appraisers; and (vii) all the actual, reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, expenses and disbursements of external counsel and of any external appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral.

Section 11.02 Indemnification. Each Credit Party agrees to indemnify the Administrative Agent, the Lead Arrangers, each LC Issuer, each Lender, and their respective Affiliates and their respective directors, officers employees and agents (collectively, the “Indemnitees”) from and hold each of them harmless against any and all losses (other than lost profits), liabilities, claims, damages and reasonable and documented fees and expenses incurred by any of them as a result of, or arising out of, or in connection with any related transaction or any claim, investigation, litigation or other proceeding (whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or the U.S. Borrower or any of its Affiliates or shareholders) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Loan Document or any of the other Transactions and to reimburse each such Indemnitee upon demand for any reasonable and documented fees and expenses, joint or several, incurred in connection with investigating or defending any of the foregoing, other than any such investigation, litigation or proceeding arising out of transactions solely between any of the Lenders or the Administrative Agent, transactions solely involving the assignment by a Lender of all or a portion of its Loans and Commitments, or the granting of participations therein, as provided in this Agreement, or arising solely out of any examination of a Lender by any regulatory or other Governmental Authority having jurisdiction over it that is not in any way related to the entering into and/or performance of any Loan Document, including the reasonable documented fees, disbursements and other charges of one outside counsel for all Indemnitees, taken as a whole, and, if necessary, one special counsel and one firm of local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one additional counsel for all such Indemnitees, taken as a whole, in the event of an actual conflict incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses of any Indemnitee to the extent (A) arising from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or such Indemnitee’s Related Parties (but in the case of any agent, advisor or other representative, only to the extent such agent or advisor was acting at the direction of the applicable Indemnitee) or (y) a material breach by such Indemnitee or such Indemnitee’s Related Parties of their obligations under the Loan Documents, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction or (B) arising solely from a dispute among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Lead Arranger or similar role under the Loan Documents) not involving or resulting from any action or inaction of the U.S. Borrower or any of its Affiliates).


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Section 11.03 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender and each LC Issuer is hereby authorized at any time or from time to time, with or without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, and to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender or such LC Issuer (including by branches, agencies and Affiliates of such Lender or LC Issuer wherever located) to or for the credit or the account of any Credit Party against and on account of the Obligations and liabilities of any Credit Party to such Lender or LC Issuer under this Agreement or under any of the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not such Lender or LC Issuer shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over promptly to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and LC Issuer agrees to promptly notify the U.S. Borrower after any such set off and application, provided, however, that the failure to give such notice shall not affect the validity of such set off and application.

Section 11.04 Equalization.

(a) Equalization. If at any time any Lender receives any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents, or otherwise) that is applicable to the payment of the principal of, or interest on, the Loans, LC Participations or Fees (other than Fees that are intended to be paid solely to the Administrative Agent or an LC Issuer and amounts payable to a Lender under Article III), of a sum that with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount. The provisions of this


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Section 11.04(a) shall not be construed to apply to (i) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Outstandings to any assignee or participant, other than to the U.S. Borrower or any Subsidiary (as to which the provisions of this paragraph shall apply).

(c) Consent of Borrowers. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Section 11.05 Notices.

(i) if to the Borrowers or to any other Credit Party, to it at 7900 Tysons One Place, Suite 1450, McLean, VA 22102, Attention: Chris McKee and Mike Sicoli, Telephone: (703) 442-5508, Electronic Mail: chris.mckee@gtt.net and mike.sicoli@gtt.net;

with a copy (which in itself shall not constitute notice) to:

Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02110
Attention: Anna E. Dodson
Telephone: 617-570-1164
Telecopier: 617-523-1231
Electronic Mail: adodson@goodwinlaw.com;

(ii) if to the Administrative Agent, to it at the Notice Office; and


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(c) Electronic Communications. Notices and other communications to the Administrative Agent, an LC Issuer or any Lender hereunder and required to be delivered pursuant to Section 6.01 may be delivered or furnished by electronic communication (including e-mail and Internet or intranet web sites) pursuant to procedures approved by the Administrative Agent in its reasonable discretion. The Administrative Agent and the Borrowers may, in their reasonable discretion, agree in a separate writing to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet web site shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the web site address therefor.

Section 11.06 Successors and Assigns.

(i) the participant shall not have any rights under this Agreement or any of the other Loan Documents, including rights of consent, approval or waiver (the participant’s rights


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against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto),

(ii) such Lender’s obligations under this Agreement (including its Commitments hereunder) shall remain unchanged,

(iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,

(iv) such Lender shall remain the holder of the Obligations owing to it and of any Note issued to it for all purposes of this Agreement, and

(v) the Applicable Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with the selling Lender in connection with such Lender’s rights and obligations under this Agreement,

and, provided, further, that no Lender shall transfer, grant or sell any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Loan Document except to the extent (A) such participant is an Affiliate or an Approved Fund of the Lender granting the participations or (B) such amendment or waiver would (x) extend the final scheduled maturity of the date of any Scheduled Repayment of any of the Loans in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of any such Commitment), (y) release all or any substantial portion of the Collateral, or release any guarantor from its guaranty of any of the applicable Obligations, except in accordance with the terms of the Loan Documents, or (z) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement and, provided still further that each participant shall be entitled to the benefits of Section 3.03 with respect to its participation as if it was a Lender, except that a participant shall (i) only deliver the forms described in Section 3.03(g) to the Lender granting it such participation, (ii) agree to be subject to the provisions of Sections 3.05(b) and 11.12(h) as if it were a Lender and (iii) not be entitled to receive any greater payment under Section 3.03 than the applicable Lender would have been entitled to receive absent the participation, except to the extent such entitlement to a greater payment arose from a Change in Law occurring after the participant became a participant hereunder and the Applicable Borrower consented to such participant. Notwithstanding the foregoing, no Lender shall knowingly grant a participation to any Person other than an Eligible Participant or Eligible Assignee if such grant of a participation to such Person together with the participations previously granted to such Person and known to the Lender exceed $3,000,000 in the aggregate. The Administrative Agent shall not be liable in the event that a participation in any Loan or Commitment is transferred or granted to any Restricted Participant or exceeds the threshold set forth in the foregoing sentence.


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In the event that any Lender sells participations in a Loan, such Lender shall, acting for this purpose as a non-fiduciary agent of the U.S. Borrower, maintain a register on which it enters the name of all participants in such Loan and the principal amount of (and stated interest on) the portion of such Loan that is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement notwithstanding any notice to the contrary. A Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of a Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Any Lender may assign all, or if less than all, a fixed portion, of its Loans, LC Participations and/or Commitments (in each case together with a proportional interest in the Security Documents governed by Swedish law, if any) and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an Assignment Agreement; provided, however, that

(C) upon surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the U.S. Borrower’s expense, to such new Lender and to the assigning Lender, to the extent needed to reflect the revised Commitments.


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To the extent of any assignment pursuant to this subpart (c), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

At the time of each assignment pursuant to this subpart (c), to a Person that is not already a Lender hereunder, the respective assignee Lender shall provide to the U.S. Borrower and the Administrative Agent the applicable Internal Revenue Service Forms and all other documentation described in Section 3.03(g).

With respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the U.S. Borrower) with respect to ownership of such Commitment and Loans, including the name and address of the Lenders and the principal amount of the Loans (and stated interest thereon). Prior to such recordation, all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to this subpart (c).

Nothing in this Section shall prevent or prohibit (A) any Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank, central banking authority or to any Person that extends credit to such Lender in support of borrowings made by such Lender from such Federal Reserve Bank, central banking authority or such other Person, or (B) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the U.S. Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuer and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Revolving Facility Percentage. Notwithstanding the foregoing, in the event that any assignment


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of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(d) No SEC Registration or Blue Sky Compliance. Notwithstanding any other provisions of this Section, no transfer or assignment of the interests or obligations of any Lender hereunder or any grant of participation therein shall be permitted if such transfer, assignment or grant would require any Borrower to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any State.

(f) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (“Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the U.S. Borrower, the option to provide to the any Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement; provided that (x) nothing herein shall constitute a commitment by any SPC to make any Loans and (y) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this clause, any SPC may (i) with notice to, but without the prior written consent of, the U.S. Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the U.S. Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section may not be amended


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without the written consent of the SPC. The Borrowers acknowledge and agree that, to the fullest extent permitted under applicable law, each SPC, for purposes of Sections 2.10, 2.14, 3.01, 3.03, 11.01, 11.02 and 11.03, shall be considered a Lender.

Section 11.07 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrowers and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand. Without limiting the generality of the foregoing, the making of a Loan or any LC Issuance shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any LC Issuer may have had notice or knowledge of such Default or Event of Default at the time. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that the Administrative Agent or any Lender would otherwise have.

Section 11.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial; Service of Process.

(a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR, IF NO LAWS OR RULES ARE SO DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98 — INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP98 RULES”)) AND, AS TO MATTERS NOT GOVERNED BY THE ISP98 RULES, THE LAW OF THE STATE OF NEW YORK.


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SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND; PROVIDED, FURTHER, THAT NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR THE LC ISSUER TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

(c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 11.05. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO IN CLAUSE (b) ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THAT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

(d) THE ADMINISTRATIVE AGENT, EACH LENDER, THE LC ISSUER AND EACH CREDIT PARTY PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, THE LC ISSUER OR SUCH CREDIT PARTY IN CONNECTION THEREWITH. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CREDIT PARTIES, THE ADMINISTRATIVE AGENT, EACH LENDER AND THE LC ISSUER ENTERING INTO THE LOAN DOCUMENTS.

(e) The EMEA Borrower agrees that service of process in any action or proceeding brought in the State of New York may be made upon the U.S. Borrower, and the EMEA Borrower confirms and


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agrees that the U.S. Borrower has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service. Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent to serve any such process in any other manner permitted by applicable law or to obtain jurisdiction over the EMEA Borrower in such other jurisdictions, and in such manner, as may be permitted by applicable law.

Section 11.12 Amendment or Waiver; Acceleration by Required Lenders.

(a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, changed, waived or otherwise modified unless such amendment, change, waiver or other modification is in writing and signed by the Borrowers and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lenders; provided, however, that

(i) no change, waiver or other modification shall:

increase the amount of any Commitment of any Lender hereunder, without the written consent of such Lender;

extend or postpone any Revolving Facility Termination Date, any Term Loan Maturity Date or the maturity date provided for herein that is applicable to any Loan of any Lender, extend or postpone the expiration date of any Letter of Credit as to which such Lender is an LC Participant beyond the latest expiration date for a Letter of Credit provided for herein, or extend or postpone any scheduled expiration or termination date provided for herein that is applicable to a Commitment of any Lender, without the written consent of such Lender;


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reduce the principal amount of any Loan made by any Lender, or reduce the rate or extend, defer or delay the time of payment of, or excuse the payment of, principal or interest thereon (other than as a result of (x) waiving the applicability of any post-default increase in interest rates (y) any amendment or modification of defined terms used in financial covenants or (z) waiving the applicability of the MFN Protection or any mandatory prepayment (including, for the avoidance of doubt, Excess Cash Flow)), without the written consent of such Lender;

reduce the amount of any Unpaid Drawing as to which any Lender is an LC Participant, or reduce the rate or extend the time of payment of, or excuse the payment of, interest thereon (other than as a result of waiving the applicability of any post-default increase in interest rates), without the written consent of such Lender; or

reduce the rate or extend the time of payment of, or excuse the payment of, any Fees to which any Lender is entitled hereunder, without the written consent of such Lender;

amend or waive any of the conditions to funding set forth in Section 4.02 without the consent of the Required Revolving Lenders; and

(ii) no change, waiver or other modification or termination shall, without the written consent of each Lender affected thereby,

release any Borrower from any of its obligations hereunder;

release the U.S. Borrower from its guaranty obligations under Article X or release any Credit Party from any Guaranty Agreement, except, in the case of a Subsidiary Guarantor, (w) in accordance with a transaction permitted under this Agreement, (x) to the extent that the release of such Subsidiary Guarantor would not result in the release of Subsidiary Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of all Subsidiary Guarantors, collectively, (y) in the case of any U.S. Borrower Guarantor, to the extent that the release of such U.S. Borrower Guarantor would not result in the release of U.S. Borrower Guarantors having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of the U.S. Borrower Guarantors, collectively or (z) subject to the Agreed Security Principles, as would not result in the release of Non-U.S. EMEA Credit Parties having a value, in the aggregate, that constitutes all or substantially all of the value, in the aggregate, of the Non-U.S. EMEA Credit Parties;

release all or any substantial portion of the Collateral, except in connection with a transaction permitted under this Agreement;

amend, modify or waive any provision of this Section 11.12, Section 8.03, or any other provision of any of the Loan Documents pursuant to which the consent


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or approval of all Lenders, or a number or specified percentage or other required grouping of Lenders or Lenders having Commitments, is by the terms of such provision explicitly required;

reduce the percentage specified in, or otherwise modify, the definition of “Required Lenders”, “Required Revolving Lenders” or “Required 2020 EMEA Term Lenders”;

consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement (other than as required with respect to the Holding Company Merger); or

amend, modify or waive any provision of Section 2.07(b), Section 2.14(b), Section 2.14(e) or Section 11.04 in a manner that would alter the pro rata sharing of payments required thereby.

(iii) any amendment, change, waiver or other modification to the Fee Letter shall, in each case, be effective if in writing and signed by each of the parties thereto.

(b) No provision of Section 2.05 or any other provision in this Agreement specifically relating to Letters of Credit may be amended without the consent of any LC Issuer adversely affected thereby.


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otherwise provided in any of the Loan Documents and without the prior written consent of the Required Lenders, it will not take any legal action or institute any action or proceeding against any Credit Party with respect to any of the Obligations or Collateral, or accelerate or otherwise enforce its portion of the Obligations. Without limiting the generality of the foregoing, none of Lenders may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, uniform commercial code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Lenders. Notwithstanding anything to the contrary set forth in this Section 11.12(e) or elsewhere herein, each Lender shall be authorized to take such action to preserve or enforce its rights against any Credit Party where a deadline or limitation period is otherwise applicable and would, absent the taking of specified action, bar the enforcement of Obligations held by such Lender against such Credit Party, including the filing of proofs of claim in any insolvency proceeding.

(f) Notwithstanding anything to the contrary contained in this Section 11.12, (w) Security Documents (including any Additional Security Documents) and related documents executed by Subsidiaries of the Applicable Borrower in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and such Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents, (x) if following the Closing Date, the Administrative Agent and the Applicable Borrower shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof, (y) (i) the Required Revolving Lenders or the Administrative Agent or by the Administrative Agent acting at the written direction of the Required Revolving Lenders, on the one hand, and the U.S. Borrower, on the other hand, may amend, supplement or otherwise modify or waive any of the terms and provisions (and related definitions) of Section 7.07 and (ii) the Required Revolving Lenders and the Required 2020 EMEA Term Lenders or by the Administrative Agent acting at the written direction of the Required Revolving Lenders and the Required 2020 EMEA Term Lenders, on the one hand, and the Borrowers, on the other hand, may amend, supplement or otherwise modified or waive any of the terms and provisions (and related definitions) of Section 7.13 and/or Schedule 2 to Amendment No. 2 and (z) the Administrative Agent, New Parent and the Credit Parties shall be permitted to amend the Loan Documents to implement the amendments contemplated by Section 7.02(a)(ii) in connection with a Holding Company Merger and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.


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extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

(h) If, in connection with any proposed amendment, modification, termination, waiver or consent with respect to any provisions hereof as contemplated by this Section 11.12 that requires the consent of a greater percentage of the Lenders than the Required Lenders, the consent of the Required Lenders shall have been obtained but the consent of a Lender whose consent is required shall not have been obtained (each a “Non-Consenting Lender”), then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with the restrictions contained in Section 11.04(c)), all its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations; provided that (A) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts, including in the case of any Non-Consenting Lender replaced in connection with a Repricing Event that occurs on or prior to the date that is six months following the Closing Date, a premium in an amount equal to 1.00% of the outstanding principal amount of the Term Loans of such Non-Consenting Lender that are the subject of such Repricing Event, any breakage compensation under Section 3.02 and any amounts accrued and owing to such Lender under Section 3.01(a)(i), Section 3.01(c), Section 3.03 or Section 3.04), and (B) such Eligible Assignee shall consent at the time of such assignment to each matter in respect of which such Non-Consenting Lender did not consent. Each Lender agrees that, if it becomes a Non-Consenting Lender and is being replaced in accordance with this Section 11.12(h), it shall execute and deliver to the Administrative Agent an Assignment Agreement to evidence such assignment and shall deliver to the Administrative Agent any Notes previously delivered to such Non-Consenting Lender. Notwithstanding the foregoing, each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power of attorney shall be coupled with an interest) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 11.06 on behalf of a Non-Consenting Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.06.

(i) Any Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent hereunder shall be restricted as set forth in the definition of “Required Lenders,” except that, subject to Section 11.12(a), (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that (A) by its terms affects any Defaulting Lender more adversely than other affected Lenders, (B) increases or extends the Commitment of any such Defaulting Lender, (C) reduces the principal of or the rate of interest for Loans of such Defaulting Lender, or fees or other amounts payable hereunder or under any other Loan Document to such Defaulting Lender or (D) amends or modifies any provision of this paragraph shall require the consent of such Defaulting Lender.


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(j) No Lender consent shall be required to effect an Additional Credit Extension Amendment entered into pursuant to Section 2.17, 2.18, 2.19, 2.20 or 2.21. In connection therewith, the Borrowers, the Administrative Agent and the Lenders providing the Incremental Term Loan Commitments, Incremental Revolving Credit Commitments, Extended Revolving Commitments, Refinancing Term Loans or Replacement Revolving Commitments, as applicable, may effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 11.12(j) and this Section 11.12(j) shall supersede any provisions of this Agreement to the contrary.

(k) In addition to any other consent required under this Section 11.12, none of the following provisions may be amended, terminated, waived or otherwise modified, and no other amendment may have the effect of amending, terminating, waiving or otherwise modifying any of the following provisions (a) to the extent adversely affecting any 2020 EMEA Term Lender, without the prior written consent of the Required 2020 EMEA Term Lenders: Section 2.13(b)(v), Section 2.13(c) (including without limitation the definitions of “Applicable Prepayment Portion”, “U.S. Prepayment Group” and “Non-U.S. Prepayment Group”), Section 2.13(d)(ii), Section 2.13(g)(ii), Section 7.13(b) and this Section 11.12(k), and (b) without the prior written consent of the Required 2020 EMEA Term Lenders: Section 6.10(g), Section 7.13 (other than clause (b) thereof) and Schedule 2 to Amendment No. 2.

Section 11.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any branch office, subsidiary or affiliate of such Lender; provided, however, that the Borrowers shall not be responsible for costs arising under Section 3.01 resulting from any such transfer (other than a transfer pursuant to Section 3.05) to the extent not otherwise applicable to such Lender prior to such transfer.

Section 11.15 Confidentiality.

(a) Each of the Administrative Agent, each LC Issuer and the Lenders agrees to maintain the confidentiality of the Confidential Information, except that Confidential Information may be disclosed (1) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (2) to any direct or indirect contractual counterparty in any Hedge Agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section, (3) to the extent requested by any regulatory authority, (4) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers prior to such disclosure, to the extent legally permitted to do so), (5) to any other party to this Agreement, (6) to any other creditor of any Credit Party


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that is a direct or intended beneficiary of any of the Loan Documents, (7) in connection with the exercise of any remedies hereunder or under any of the other Loan Documents, or any suit, action or proceeding relating to this Agreement or any of the other Loan Documents or the enforcement of rights hereunder or thereunder, (8) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in any of its rights or obligations under this Agreement, or in connection with transactions permitted pursuant to Section 11.06(c)(v) or Section 11.06(f), (9) with the prior written consent of the Borrowers, or (10) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 11.15, or (ii) becomes available to the Administrative Agent, any LC Issuer or any Lender on a non-confidential basis from a source other than a Credit Party and not otherwise in violation of this Section 11.15. After the Closing Date, the Lead Arrangers may place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, including in the form of a “tombstone” or otherwise describing the names of you and your affiliates (or any of them), and the amount, type and Closing Date.

(b) As used in this Section, “Confidential Information” shall mean all information received from the Borrowers relating to any Borrower or its business, other than any such information that is available to the Administrative Agent, any LC Issuer or any Lender on a non-confidential basis prior to disclosure by the Borrowers; provided, however, that, in the case of information received from the Borrowers after the Closing Date, such information is clearly identified at the time of delivery as confidential.

(c) Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information. The Borrowers hereby agree that the failure of the Administrative Agent, any LC Issuer or any Lender to comply with the provisions of this Section shall not relieve the Borrowers, or any other Credit Party, of any of its obligations under this Agreement or any of the other Loan Documents.

Section 11.16 Limitations on Liability of the LC Issuers. The U.S. Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letters of Credit. Neither any LC Issuer nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by an LC Issuer against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the LC Obligor shall have a claim against an LC Issuer, and an LC Issuer shall be liable to such LC Obligor, to the extent of any direct, but not consequential, damages suffered by such LC Obligor that such LC Obligor proves were caused by (i) such LC Issuer’s willful misconduct, gross negligence or bad faith in


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determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit or (ii) such LC Issuer’s willful failure to make lawful payment under any Letter of Credit after the presentation to it of documentation strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, an LC Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation.

Section 11.17 General Limitation of Liability. No claim may be made by any Credit Party, any Lender, the Administrative Agent, any LC Issuer or any other Person against the Administrative Agent, any LC Issuer, or any other Lender or the Affiliates, directors, officers, employees, attorneys or agents of any of them for any damages other than actual compensatory damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any of the other Loan Documents, or any act, omission or event occurring in connection therewith; and the Borrowers, each Lender, the Administrative Agent and each LC Issuer hereby, to the fullest extent permitted under applicable law, waive, release and agree not to sue or counterclaim upon any such claim for any special, consequential, lost profit or punitive damages, whether or not accrued and whether or not known or suspected to exist in their favor.

Section 11.18 No Duty. All attorneys, accountants, appraisers, consultants and other professional persons (including the firms or other entities on behalf of which any such Person may act) retained by the Administrative Agent or any Lender with respect to the transactions contemplated by the Loan Documents shall have the right to act exclusively in the interest of the Administrative Agent or such Lender, as the case may be, and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to the Borrowers, to any of their Subsidiaries, or to any other Person, with respect to any matters within the scope of such representation or related to their activities in connection with such representation. Each Borrower agrees, on behalf of itself and its Subsidiaries, not to assert any claim or counterclaim against any such persons with regard to such matters.

Section 11.19 Lenders and Agent Not Fiduciary to Borrowers, etc. The relationship among the Borrowers and their Subsidiaries, on the one hand, and the Administrative Agent, each LC Issuer and the Lenders, on the other hand, is solely that of debtor and creditor, and the Administrative Agent, each LC Issuer and the Lenders have no fiduciary or other special relationship with the Borrowers and their Subsidiaries, and no term or provision of any Loan Document, no course of dealing, no written or oral communication, or other action, shall be construed so as to deem such relationship to be other than that of debtor and creditor.

Section 11.20 Survival of Representations and Warranties. All representations and warranties herein shall survive the making of Loans and all LC Issuances hereunder, the execution and delivery of this Agreement, the Notes and the other documents the forms of which are attached as Exhibits hereto, the issue and delivery of the Notes, any disposition thereof by any holder thereof, and any investigation made by the Administrative Agent or any Lender or any other holder of any of the Notes or on its behalf.


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Section 11.22 Directed Divestment. None of the provisions set forth in Article VI or VII or in Section 8.01(h) shall prohibit any Directed Divestment effected in accordance with applicable law so long as the Borrowers comply with the mandatory prepayment provisions of Section 2.13(c)(viii).

Section 11.24 USA Patriot Act. Each Lender subject to the USA Patriot Act hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify the Borrowers in accordance with the USA Patriot Act.

Section 11.25 Advertising and Publicity. No Credit Party shall issue or disseminate to the public (by advertisement, including without limitation any “tombstone” advertisement, press release or otherwise), submit for publication or otherwise cause or seek to publish any information describing the credit or other financial accommodations made available by the Lenders pursuant to this Agreement and the other Loan Documents without the prior written consent of the Administrative Agent. Nothing in the foregoing shall be construed to prohibit any Credit Party from making any submission or filing which it is required to make by applicable law or pursuant to judicial process; provided, that, (i) such filing or submission shall contain only such information as is necessary to comply with applicable law or judicial process and (ii) unless specifically prohibited by applicable law or court order, the Borrowers shall promptly notify the Administrative Agent of the requirement to make such submission or filing and provide the Administrative Agent with a copy thereof.

Section 11.26 Release of Guarantees and LiensSection 11.27 . Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent’s security


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interest in any asset constituting Collateral and/or any guarantee by any Subsidiary Guarantor will be automatically released immediately, and the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by any Borrower having the effect of releasing any Collateral or guarantee obligations, upon (i) the consummation of any transaction permitted by any Loan Document (including (x) any merger, consolidation, amalgamation, Asset Sale and/or liquidation, (y) any designation of a Subsidiary as an Unrestricted Subsidiary, in each case in accordance with the terms of the Loan Documents and/or (z) subject to the Infrastructure Reorganization Principles, any transaction related to, or in connection with, an Infrastructure Reorganization, in each case, in accordance with the terms of the Loan Documents) or that has been consented to in accordance with the terms hereof, (ii) under the circumstances described in the next succeeding sentence, (iii) with respect to the Collateral securing, and/or any guarantees by any EMEA Credit Party of, Obligations in respect of the EMEA Term Loans, upon the discharge of such Obligations in respect of the EMEA Term Loans (other than contingent indemnity obligations) and (iv) with respect to Collateral securing, and/or any guarantees by any U.S. Credit Party of, Obligations in respect of the U.S. Term Loans and the Revolving Facility, upon the discharge of such Obligations in respect of the U.S. Term Loans and Revolving Facility (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped). All Liens created under the Loan Documents on the Target German Assets subject to a Directed Divestment shall be automatically released immediately prior to the consummation of such Directed Divestment. Upon the occurrence of any event set forth in the first sentence of this Section 11.26 and/or when this Agreement has been terminated and all of the Obligations have been fully and finally discharged (other than obligations in respect of Secured Hedge Agreements, Banking Services Obligations, contingent indemnity obligations and obligations in respect of Letters of Credit that have been Cash Collateralized or backstopped) and the obligations of the Administrative Agent and the Lenders to provide additional credit under the Loan Documents have been terminated irrevocably, the Administrative Agent will, at the U.S. Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are necessary or advisable to release, as of record, the Administrative Agent’s Liens and all notices of security interests and liens previously filed by the Administrative Agent with respect to the Obligations.

Section 11.27 Payments Set Aside. To the extent that any Secured Creditor receives a payment from or on behalf of the Borrowers or any other Credit Party, from the proceeds of any Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

Section 11.28 Swedish Security . Notwithstanding any other provision in this Agreement or any other Loan Document, the release of any security interest (that is perfected or purported to be


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perfected) in any Collateral subject to a Security Document governed by Swedish law will (unless, in relation to a release of security over such Collateral due to a disposal of such asset, the proceeds of the disposal of the asset secured or charged are paid directly to the Administrative Agent and are applied in prepayment of secured obligations) always be subject to the prior written consent of the Administrative Agent (such consent to be granted at the Administrative Agent’s sole discretion). Each Lender authorizes the Administrative Agent to release such security interest in any Collateral at its discretion without notification or further reference to the Lenders, provided that the disposal is in accordance with the terms of this Agreement. This provision shall supersede any conflicting provision in this Agreement or the other Loan Documents

Section 11.30 Hedging Liability. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Credit Party is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended, at the time (i) any transaction is entered into under any Hedging Obligation or (ii) such Person becomes a Borrower or Subsidiary Guarantor hereunder, and the effect of the foregoing would be to render any Guaranty Obligations of such Person violative of the Commodity Exchange Act, the Obligations of such Person shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions outstanding under any Hedging Obligations as of the date such Person becomes a Borrower or Subsidiary Guarantor hereunder.

Section 11.31 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


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(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

Section 11.32 Dutch Legal Matters. Lenders are advised to seek Dutch legal advice (i) until the interpretation of the term "public" (as referred to in Article 4.1(1) of the CRR) has been published by the competent authority, if the participation of a Lender in any Loan or Commitment is less than EUR 100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term "public" has been published by the competent authority, if a Lender is or would be considered to be part of the public on the basis of such interpretation.

Section 11.33 Priming Facility Intercreditor Agreement Acknowledgment. Notwithstanding anything herein to the contrary, the priority of the lien and security interest granted to the Administrative Agent pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent hereunder are subject to the provisions of the Priming Facility Intercreditor Agreement. In the event of any conflict between the terms of the Priming Facility Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

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Annex B - Conformed CAM Agreement

[See attached]

Conformed for Amendment No. 2 dated September 1, 2021

Conformed for Amendment No. 1 dated December 28, 2020

COLLECTION ALLOCATION MECHANISM AGREEMENT, dated as of May 31, 2018 (this “Agreement”), among the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”) and KeyBank National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of the date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GTT Communications, Inc. (the “U.S. Borrower”), GTT Communications B.V. (the “EMEA Borrower” and together with the U.S. Borrower, collectively, the “Borrowers” and each, a “Borrower”), each Lender from time to time party thereto and KeyBank National Association, as administrative agent for the Lenders and collateral agent for the Secured Creditors, the Lenders have agreed to make Loans to the Borrowers; and

WHEREAS, the Secured Creditors desire to set forth their agreement with respect to the allocation and exchange of interests in the Obligations and collections thereunder in the circumstances referred to herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. DEFINED TERMS.

(a) All capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

(b) The rules of construction specified in Section 1.04 of the Credit Agreement also apply to this Agreement.

“CAM” means the mechanism for the allocation and exchange of interests in the CAM Obligations and the collections thereunder established under Section 2 of this Agreement.

“CAM Exchange” means the exchange of Lenders’ interests provided for in Section 2 of this Agreement.

“CAM Exchange Date” means the earliest date on which there shall occur (i) any the following conditions have been satisfied: (i) the RSA shall have ceased to be effective or shall have otherwise terminated in accordance with its terms with respect to the U.S. Borrower and/or the Consenting Term Loan Lenders (as defined in the RSA) and/or the Consenting Revolving Lenders (as

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defined in the RSA) and (ii) (x) the Required Consenting 2018 Credit Facility Lenders (as defined in the RSA) shall have elected to effectuate a CAM Exchange or (y) solely to the extent that the distribution of proceeds from a sale of the Infrastructure Business in accordance with Section 2.13(c)(v)(B)(1) of the Credit Agreement (as in effect as of September 1, 2021) has not occurred, an Event of Default referred to inunder Section 8.01(i) of the Credit Agreement, (ii) the failure of any Borrower to pay any principal or interest on any Loans, or reimburse any Unpaid Drawings, in each case, on the applicable Term Loan Maturity Date or Revolving Facility Termination Date therefor, or (iii) an acceleration of any of the Obligations pursuant to Section 8.02 of the Credit Agreement. (as in effect as of September 1, 2021) shall have occurred, provided that irrespective of whether the CAM Exchange Date has or has not occurred, the turnover of proceeds set forth in Section 2(d)(ii) hereof shall be paid in accordance with, and on the terms and conditions set forth in, the RSA.

“CAM Obligations” means all Obligations of the Credit Parties in respect of accrued and unpaid (a) principal of and interest on the Loans, (b) LC Fees, (c) Commitment Fees, (d) Hedging Obligations and (e) Banking Services Obligations, in each case whether or not the same shall at the time of any determination be due and payable under the terms of the Loan Documents; provided, however, that CAM Obligations shall not include any Excluded Swap Obligations.

“CAM Percentage” means, with respect to any Secured Creditor, a fraction (carried out to the ninth decimal place), of which (a) the numerator shall be the sum of (i) the Dollar Amount of the CAM Obligations owed to such Secured Creditor (whether or not at the time due and payable) and (ii) such Secured Creditor’s Revolving Facility Percentage, if any, of the LC Outstandings, in each case immediately prior to the CAM Exchange, and (b) the denominator shall be the sum of the aggregate Dollar Amount of the CAM Obligations owed to all Secured Creditors (whether or not at the time due and payable) and the aggregate LC Outstandings, in each case immediately prior to the CAM Exchange. For purposes of computing each Secured Creditor’s CAM Percentage, all CAM Obligations denominated in an Approved Currency shall be translated into U.S. Dollars at the Exchange Rate in effect on the CAM Exchange Date.

SECTION 2. CAM EXCHANGE. Notwithstanding any provision of the Credit Agreement or any Loan Document to the contrary:

(a) CAM Exchange Date. On the CAM Exchange Date,

(i) theThe Revolving Commitments shall automatically and without further act be terminated as provided in Section 8.02 of the Credit Agreement,.

(ii) theThe Secured Creditors shall automatically and without further act be deemed to have made reciprocal purchases of interests in the CAM Obligations such that, in lieu of the interest of each Secured Creditor in the particular CAM Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Secured Creditor shall own an interest equal to such Secured Creditor’s CAM Percentage in each CAM Obligation. Each Secured Creditor and each Person acquiring a participation from any Lender as contemplated by Section

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11.06 of the Credit Agreement hereby consents and agrees to the CAM Exchange. It is understood and agreed that the failure of any Borrower to execute or deliver or of any Lender to accept any Term Note, Revolving Facility Note or other promissory note, instrument or document in accordance with Section 2.08(d) of the Credit Agreement shall not affect the validity or effectiveness of the CAM Exchange.

(b) Distribution of Payments. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the CAM Obligations shall be distributed to the Secured Creditors pro rata in accordance with their respective CAM Percentages.

(d) Turnover of Certain Proceeds.

(i) Notwithstanding anything to the contrary herein or in the Credit Agreement or any other Loan Document, on the date on which the proceeds of any sale of all or substantially all of the Infrastructure Business (including, without limitation, the I Squared Infrastructure Sale) that occurs on or prior to the Plan Effective Date (as defined in the RSA) are applied to pay or prepay the 2018 Credit Facility Claims, each Specified U.S. Creditor hereby directs the Administrative Agent to retain, in accordance with the RSA and as consideration for the receipt of $32,500,000.00 of additional “New Equity Interests” (under and as defined in the RSA) in the aggregate from the Consenting Closing Date EMEA Creditors (other than from those Consenting 2020 EMEA Creditors which elect not to participate in the Closing Date EMEA Transaction Payment with respect to any of their holdings of Original EMEA Term Loan Claims) that such Consenting Closing Date EMEA Creditors would have otherwise received pursuant to the terms of the Plan (as defined in the RSA) on account of their Original EMEA Term Loan Claims on a pro rata basis, for the account of each Consenting Closing Date EMEA Creditor that was a Consenting Closing Date EMEA Creditor as of the date that is five (5) Business Days prior to the Infrastructure Disposition Prepayment Date, its pro rata share of an aggregate amount of Net Cash Proceeds from the Infrastructure Business sale equal to $32,500,000.00 (the “Closing Date EMEA Transaction Payment”) that are or would be applicable under Section 2.13(c)(v)(B)(1) of the Credit Agreement to pay or prepay the Obligations held as of the Infrastructure Disposition Prepayment Date by the Specified U.S. Creditors that were Specified U.S. Creditors as of the date that is five (5) Business Days prior to the Infrastructure Disposition Prepayment Date, which Closing Date EMEA Transaction Payment shall be allocated to the Consenting Closing Date EMEA Creditors (or their designated affiliates, managed funds or accounts, or other designees) on a pro rata basis, other than to those Consenting 2020 EMEA Creditors which elect not to participate in the Closing Date EMEA Transaction Payment with respect to any of their holdings of Original EMEA Term Loan Claims; provided the Closing Date EMEA Transaction Payment shall be deposited and maintained in in accordance with the escrow arrangements set forth in clause (iii) below.

(c) Notwithstanding anything to the contrary contained herein, in the event that (I)(A) after the occurrence of a CAM Exchange Date (i) the U.S. Borrower consummates the sale of the Infrastructure Business pursuant to the Existing Infrastructure Sale Agreement and

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either (a) any amendments, waivers, supplements or other modifications to the Existing Infrastructure Sale Agreement are (x) ministerial or administrative in nature, (y) necessary to cure any ambiguity, omission, defect or inconsistency, or (z) necessary to implement the distribution of any proceeds in a Qualifying Proceeding or (b) solely for purposes of determining whether the Non-CAM Treatment (as defined below) applies with respect to the U.S. Term Loans and the EMEA Term Loans (excluding the 2020 EMEA Term Loans), in the case of any other amendments, waivers, supplements or other modifications to the Existing Infrastructure Sale Agreement, Lenders holding not less than a majority of all outstanding U.S. Term Loans have confirmed in writing to Milbank LLP (which may be by email) that, notwithstanding any such amendments, waivers, supplements or other modifications, the Non-CAM Treatment shall apply to such U.S. Term Loans and EMEA Term Loans (excluding the 2020 EMEA Term Loans), or (ii) the U.S. Borrower consummates a sale of the Infrastructure Business pursuant to a sale that is a Qualifying Transaction as reasonably determined by the Additional Directors and, in the case of clause (i) or (ii), such sale transactions are consummated (a) on an out-of-court basis, (b) on an out-of-court basis, followed by the commencement of a Qualifying Proceeding, with the proceeds of such out-of-court sale being distributed as set forth in subsection (II) of this clause (c) pursuant to the Qualifying Proceeding, (c) pursuant to a Qualifying Proceeding or (d) pursuant to a sale under Section 363 of the Bankruptcy Code in a Qualifying Proceeding with a purchaser under such Qualifying Transaction serving as the “stalking-horse” purchaser, or (B) the U.S. Borrower consummates a sale of any portion of the Infrastructure Business which satisfies the Additional 2020 Seniority Conditions, then (II) after the occurrence of a CAM Exchange Date, the allocation of proceeds set forth in Section 2.13(c)(v)(B) and (C) of the Credit Agreement shall apply with respect to the prepayment of any U.S. Term Loans and EMEA Term Loans (including, for avoidance of doubt, 2020 EMEA Term Loans) from any Net Cash Proceeds of such disposition as though the CAM Exchange Date did not occur hereunder with respect to such proceeds (and only such proceeds) (the “Non-CAM Treatment”). For the avoidance of doubt, this clause (c) shall apply solely to the amount of asset sale proceeds which would otherwise be distributed to holders of U.S. Term Loans and EMEA Term Loans (including, for the avoidance of doubt, 2020 EMEA Term Loans) and nothing set forth in this clause (c) shall alter the allocation of the applicable portion of asset sale proceeds to the Revolving Loans which would be made to such holders without giving effect to this clause (c). It is understood and agreed that each reference in this clause (c) to Revolving Loans, U.S. Term Loans and EMEA Term Loans (including 2020 EMEA Term Loans) shall mean such Loans as are held by the respective Revolving Lenders and Term Lenders (including 2020 EMEA Term Lenders) immediately prior to the CAM Exchange Date and without giving effect to the CAM Exchange.

(ii) Notwithstanding anything to the contrary herein or in the Credit Agreement or any other Loan Document, on the date on which the proceeds of any sale of all or substantially all of the Infrastructure Business (including, without limitation, the I Squared Infrastructure Sale) that occurs on or

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prior to the effective date of any chapter 11 plan for one or more Company (as defined in the RSA) entities are applied to pay or prepay the 2018 Credit Facility Claims, whether or not a CAM Exchange Date has occurred, each Specified U.S. Creditor and each Closing Date EMEA Term Lender hereby directs the Administrative Agent to pay, in accordance with the RSA, to the account of each Consenting 2020 EMEA Creditor as of the date that is five (5) Business Days prior to the Infrastructure Disposition Prepayment Date, its pro rata share of an aggregate amount of Net Cash Proceeds from the Infrastructure Business sale equal to $2,400,000.00 (the “2020 EMEA Transaction Payment”) that are or would be applicable under Section 2.13(c)(v)(B)(1) of the Credit Agreement to pay or prepay the Obligations held as of the Infrastructure Disposition Prepayment Date (and, if the CAM Exchange has occurred, on a pre-CAM Exchange basis) by the Specified U.S. Creditors and the Closing Date EMEA Term Lenders as of the date that is five (5) Business Days prior to the Infrastructure Disposition Prepayment Date, which payment shall be allocated to the Consenting 2020 EMEA Creditors on a pro rata basis; provided that within five (5) Business Days following a determination by any Chosen Court (as defined in the RSA) (which any party to the RSA may seek on an expedited basis) that (A) any Consenting 2020 EMEA Creditor has materially breached the RSA and (B) at least one material transaction contemplated by the RSA cannot be consummated substantially contemporaneously with the balance of the restructuring transactions contemplated by the RSA, such breaching Consenting 2020 EMEA Creditor shall disgorge the portion of the 2020 EMEA Transaction Payment received by it (or, if the turnover provided under this clause (ii) has not occurred, forfeit any entitlement to its portion of the 2020 EMEA Transaction Payment), which disgorged or forfeited amounts shall be redistributed (through the Administrative Agent) to the Specified U.S. Creditors and the Closing Date EMEA Term Lenders, in each case, as of such date, on a pro rata basis. The Consenting 2020 EMEA Creditors agree that if any portion of the 2020 EMEA Transaction Payment that must be disgorged pursuant to this provision has not been disgorged by the time a subsequent distribution is due (the “Alternative Distribution Date”) to be made to such Consenting 2020 EMEA Creditor which has defaulted on its foregoing disgorgement obligation (a “Defaulting 2020 Cash Turnover Recipient”) in connection with any restructuring transaction related to the U.S. Borrower or its Subsidiaries (such undisgorged amount, an “Undisgorged Amount”), then such Defaulting 2020 Cash Turnover Recipient shall be deemed to have waived its right to, and the Administrative Agent shall reallocate, first, such Defaulting 2020 Cash Turnover Recipient’s cash distribution(s) (if any) (on a dollar-for-dollar basis), second, to the extent such Cash is insufficient to satisfy the Undisgorged Amount in full, such Defaulting 2020 Cash Turnover Recipient’s distribution of reorganized debt in any of the reorganized Company (as defined in the RSA) entities (if any) (on a dollar-for-dollar basis), and third, to the extent such reorganized debt is insufficient to satisfy the Undisgorged Amount in full, such Defaulting 2020 Cash Turnover Recipient’s distribution of equity in any of the reorganized Company (as defined in the RSA) entities, which shall be valued at an amount to be reasonably agreed upon between the Defaulting 2020 Cash Turnover Recipient and the holders of a majority of the U.S. Secured Claims and Original EMEA Term Loan Claims or, if such parties cannot reach an agreement on the value of such equity, an amount based on the total enterprise value prepared by the U.S. Borrower’s investment banker and set forth in a bankruptcy court approved disclosure statement for the chapter 11 plan under which such equity in any of the reorganized Company (as defined in the RSA) entities will be issued, with the determination of such investment banking firm to be final and conclusive, to holders of U.S. Secured Claims and Original EMEA Term Loan Claims (or their designated affiliates, managed funds or accounts,

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or other designees) on a pro rata basis (and, if the CAM Exchange has occurred, on a pre-CAM Exchange basis) until the amount of such Undisgorged Amount has been satisfied in full, provided that with respect to the Undisgorged Amount, the Company (as defined in the RSA) shall pay interest at the contractual default rate applicable to (i) in the case of such amounts redistributable hereunder to holders of the U.S. Secured Claims, the U.S. Secured Claims, and (ii) in the case of amounts redistributable hereunder to holders of Original EMEA Term Loan Claims, the Original EMEA Term Loan Claims, in each case accruing from the Infrastructure Disposition Prepayment Date through and including the Alternative Distribution Date. To the extent there is any dispute raised by such breaching Consenting 2020 EMEA Creditor over whether a material breach has occurred, such dispute may be heard and determined by any Chosen Court (as defined in the RSA) on an expedited basis.

(iii) Substantially contemporaneously with the Infrastructure Disposition Prepayment Date, following the Administrative Agent’s receipt of the Net Cash Proceeds pursuant to Section 2.13(c)(v)(B)(1) of the Credit Agreement, and notwithstanding any provision to the contrary in the Credit Agreement, the Administrative Agent shall retain the Closing Date EMEA Transaction Payment by depositing such Net Cash Proceeds into a segregated non-interest bearing U.S. Dollar-denominated deposit account maintained by the Administrative Agent, which account shall be established for the benefit of the Consenting Closing Date EMEA Creditors and Specified U.S. Creditors. The Closing Date EMEA Transaction Payment shall be maintained on deposit in such account until the earlier to occur of (x) the Plan Effective Date (in which case such amount shall be distributed by the Administrative Agent to the Consenting Closing Date EMEA Creditors as of such date on a pro rata basis (other than those who elect not to receive such allocation)) and (y) an RSA Termination Event (in which case such amount shall be distributed by the Administrative Agent to the Specified U.S. Creditors as of such date on a pro rata basis (and, if the CAM Exchange has occurred, on a pre-CAM Exchange basis)).

(iv) For purposes of this Section 2(d), except as expressly stated otherwise, as at any time of determination, pro rata basis shall be determined based on the respective percentage share of aggregate outstanding principal amount of loans or other interests held (and, if the CAM Exchange has occurred, on a pre-CAM Exchange basis) at such time by each Specified U.S. Creditor or Consenting EMEA Creditor or Consenting 2020 EMEA Creditor, as applicable, of the aggregate principal amount of loans or other interests held at such time by all Specified U.S. Creditors or Consenting EMEA Creditors or Consenting 2020 EMEA Creditors, respectively.

(v) Each of the Required Lenders and the Consenting EMEA Creditors hereby directs and

authorizes the Administrative Agent to so apply such payments as set forth in this Section 2(d) and to enter into such escrow agreements, account control agreements or other documentation as reasonably required to effectuate the arrangements set forth in this Section2(d).

For purposes of the foregoing paragraphthis Section 2:

“Additional 2020 Seniority Conditions” means the consummation of a sale of any portion of the Infrastructure Business on any out-of-court basis that is not pursuant to the Existing

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Infrastructure Sale Agreement or a Qualifying Transaction, provided that any in-court distribution of such proceeds shall be distributed in a Qualifying Proceeding as set forth in Section 1(a) of this Amendment.

“2018 Credit Facility Claims”, “Original EMEA Term Loan Claims” and “U.S. Secured Claims” have the meanings assigned to such terms in the RSA.

“Consenting 2020 EMEA Creditors” means each 2020 EMEA Term Lender that is a “Consenting Creditor” under and as defined in the RSA and is a party to the Fifth Lender Forbearance Agreement that has signed such agreements within three (3) Business Days of the Agreement Effective Date (as defined in the RSA), in each case, together with each of their respective successors and assigns.

“Consenting Closing Date EMEA Creditors” means each Closing Date EMEA Term Lender that is a “Consenting Creditor” under and as defined in the RSA and is a party to the Fifth Lender Forbearance Agreement as of the date that is five (5) Business Days following the Agreement Effective Date (as defined in the RSA), in each case, together with each of their respective successors and assigns.

“Consenting EMEA Creditors” means the Consenting 2020 EMEA Creditors and the Consenting Closing Date EMEA Creditors.

“Additional Directors” has the meaning set forth in the Priming Facility Credit Agreement.

“Specified U.S. Creditors” means (a) each Secured Hedge Provider that is a “Consenting Creditor” under and as defined in the RSA, together with each of their respective successors and assigns and (b) each Closing Date U.S. Term Lender and Revolving Lender, in each case, together with each of their respective successors and assigns.

“Bankruptcy Code” means chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532.

“Priming Facility Credit Agreement” means that certain Priming Facility Credit Agreement, dated as of December 28, 2020 (as amended, restated, supplemented or modified from time to time), among GTT Communications, Inc., as the Parent Guarantor, GTT Communications B.V., as the Borrower, the lending institutions named therein, as Lenders, and Delaware Trust Company, as Administrative Agent.

“Qualifying Proceeding” means the commencement of voluntary cases under the Bankruptcy Code to confirm and consummate a prearranged or prepackaged chapter 11 plan, in each case (a) where such plan is subject to, and in compliance with, the terms of a plan support agreement or similar agreement duly executed, prior to the commencement of such cases, by the U.S. Borrower, holders of not less than 66.67% (or such lesser percentage as agreed among the US and the EMEA Lenders) of the aggregate principal amount outstanding under the 2024 Notes and Term Lenders holding not less than 66.67% (or such lesser percentage as agreed among the US and the EMEA Lenders) of the aggregate principal amount outstanding under the Term Loans or (b) where such plan is voted upon and approved by not less than 66.67% (or such lesser percentage as agreed among the US and the EMEA Lenders) of the aggregate principal amount of (x) holders of 2024 Notes and (y) Term Lenders prior to the commencement of such cases.

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“Qualifying Transaction” means a sale or divestiture of, or other Transaction involving, the U.S. Borrower’s Infrastructure Business, other than the sale contemplated by the Existing Infrastructure Sale Agreement (an “Alternative Transaction”), that satisfies the following requirements as reasonably determined by the Additional Directors: (I) the buyer(s) under such Alternative Transaction are Cube Telecom Bidco Limited (“iSquared”) and/or a consortium of infrastructure investors comprised of 3i Infrastructure plc, AustralianSuper and Macquarie Capital (collectively, “3i”); (II) as to any sale to iSquared that is an Alternative Transaction, the net after-tax cash proceeds (after taking into account any escrows, holdbacks, transaction fees, other adjustments and similar arrangements) from such Alternative Transaction are not less than the U.S. Dollar equivalent of $1,867,000,000 minus the lesser of $18 million and 1% of the net after-tax-cash proceeds (after taking into account any escrows, holdbacks, transaction fees, other adjustments and similar arrangements) of the sale contemplated by the Existing Infrastructure Sale Agreement (the “Eligible Price Reduction”) (which amount shall be reduced by the amount of any proceeds from the sale of any portion of the Infrastructure Business sold out-of-court and/or purchased by 3i in a Qualifying Proceeding); provided that, the U.S. Dollar equivalent of such amount shall be determined based on the rate of exchange quoted by a reputable publicly available service for displaying exchange rates as in effect at 11:00 A.M. (New York time) on December 1, 2020; provided, further, that such Eligible Price Reduction shall only be operative in this definition of Qualifying Transaction for the purpose of determining whether the Non-CAM Treatment applies to the 2020 EMEA Term Loans; (III) as to any sale to 3i, the net after-tax cash proceeds (after taking into account any escrows, holdbacks, transaction fees, other adjustments and similar arrangements) from such Alternative Transaction are not less than the U.S. Dollar equivalent of $1,867,000,000 (which amount shall be reduced by the amount of any proceeds from the sale of any portion of the Infrastructure Business sold out-of-court and/or purchased by iSquared in a Qualifying Proceeding); provided that, the U.S. Dollar equivalent of such amount shall be determined based on the rate of exchange quoted by a reputable publicly available service for displaying exchange rates as in effect at 11:00 A.M. (New York time) on December 1, 2020; (IV) the acquisition agreement with respect to such Alternative Transaction includes an “Outside Date” (or equivalent term) which, after giving effect to all extensions thereto, is not later than December 28, 2021; (V) the Additional Directors reasonably determine such Alternative Transaction provides for economic benefits that are more favorable than its burdens relative to the transaction contemplated by the Existing Infrastructure Sale Agreement after considering each criterion set forth in this paragraph on its own and taken as whole (after taking into account the Eligible Price Reduction solely for the purpose described above); (VI) such Alternative Transaction is reasonably likely to be completed without undue delay, taking into account all financial, legal, regulatory, structural and other aspects of such transaction and the counterparty thereto; (VII) if consummated, such Alternative Transaction will be at least as favorable to the holders of U.S. Term Loans from a financial point of view as the transaction contemplated by the Existing Infrastructure Sale Agreement (after taking into account the

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Eligible Price Reduction solely for the purpose described above); (VIII) such Alternative Transaction is not subject to any due diligence or financing condition (i.e., such Alternative Transaction is a “funds certain” deal); (IX) such Alternative Transaction contains closing deliverables, conditions to completion and rights of termination in favor of the buyer that are no less favorable taken as a whole to the U.S. Borrower as compared to those in the Existing Infrastructure Sale Agreement; (X) such Alternative Transaction contains interim obligations of the U.S. Borrower (including, without limitation, any obligations to obtain regulatory or governmental approvals, complete any internal reorganization, and secure any third-party consents) that are not more onerous taken as a whole on the U.S. Borrower, and that would not require the U.S. Borrower to expend materially more resources (monetary or otherwise) to comply therewith, as compared to those in the Existing Infrastructure Sale Agreement; (XI) such Alternative Transaction does not provide for indemnification and/or post-closing liabilities or obligations of the U.S. Borrower that are greater in dollar value or otherwise more onerous to the U.S. Borrower than those provided for in the Existing Infrastructure Sale Agreement, taken as a whole; and (XII) such Alternative Transaction does not raise material regulatory requirements or issues as compared to the Existing Infrastructure Sale (including, without limitation, any regulatory requirements of, or issues relating to, the U.S. Federal Communications Commission, the Committee on Foreign Investment in the United States, the United Kingdom’s National Security and Investment Bill, anti-trust, and merger control) or other national security concerns.

SECTION 3. LETTERS OF CREDIT.

(a) In the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the U.S. Borrower or with the proceeds of a Revolving Loan, as the case may be, then solely to the extent that any such Letter of Credit shall not be cash collateralized as of such date, each Revolving Lender shall promptly pay over to the Administrative Agent, in immediately available funds in the same currency as such Letter of Credit, as the case may be, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount equal to such Revolving Lender’s Revolving Facility Percentage of such undrawn face amount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Loan that is a Base Rate Loan in a principal amount equal to such amount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Secured Creditor (each, an “LC Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Secured Creditor’s LC Reserve Account such Secured Creditor’s CAM Percentage of the amounts received from the Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts

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on deposit and shall establish a sub-account within each Secured Creditor’s LC Reserve Account in respect of each Letter of Credit attributable to each Secured Creditor’s CAM Percentage. The amounts held in each Secured Creditor’s LC Reserve Account shall be held as a reserve against the LC Outstandings, shall be the property of such Secured Creditor, shall not constitute Loans to or give rise to any claim of or against any Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Secured Creditor, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05 of the Credit Agreement.

(b) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall withdraw from the LC Reserve Account of each Secured Creditor any amounts, up to the amount of such Secured Creditor’s CAM Percentage (but not in excess of the amount allocated to the sub-account for such Letter of Credit) of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and apply such amounts in satisfaction of the reimbursement obligations of the applicable Revolving Lenders under Section 2.05(f) of the Credit Agreement. In the event any Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 3, the Administrative Agent shall, in the event of a drawing thereunder, have a claim against such Revolving Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(f) of the Credit Agreement, but shall have no claim against any other Secured Creditor in respect of such defaulted amount, notwithstanding the exchange of interests in Borrowers’ reimbursement obligations pursuant to Section 2. Each other Secured Creditor shall have a claim against such defaulting Revolving Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount.

(c) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall withdraw from the LC Reserve Account of each applicable Secured Creditor the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Secured Creditor.

(d) With the prior written approval of the Administrative Agent (not to be unreasonably withheld), any Secured Creditor may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Secured Creditor making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent, on demand, its CAM Percentage of such drawing.

(e) Pending the withdrawal by any Secured Creditor of any amounts from its LC Reserve Account as contemplated by the above paragraphs, the Administrative Agent may, in its sole discretion, at the request of such Secured Creditor and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash and Cash Equivalents. Each Secured Creditor which has not withdrawn its CAM Percentage of amounts in its LC Reserve Account as provided in paragraph (d) above shall have the right, at intervals reasonably specified by the Administrative Agent,

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to withdraw the earnings on investments so made by the Administrative Agent with amounts in its LC Reserve Account and to retain such earnings for its own account.

SECTION 4. WITHHOLDING TAX. Notwithstanding any other provision of this Agreement, the Administrative Agent and each Secured Creditor agree that if the Administrative Agent or a Secured Creditor is required under applicable law or practice of a Governmental Authority to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify the Administrative Agent or any Secured Creditor with respect to such amounts and without any other obligation of gross-up or offset with respect thereto, and there shall be no recourse by the Administrative Agent or any Secured Creditor subject to such withholding to the Administrative Agent or any other Secured Creditor making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Secured Creditor subject to such withholding as against each Borrower and the other Credit Parties to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated for purposes of this Agreement as having been paid to the Administrative Agent or such Secured Creditor with respect to which such withholding or deduction was made.

SECTION 5. GOVERNING LAW. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 6. COUNTERPARTS. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, including by means of facsimile, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 7. NOTICES. All notices, requests and demands to or upon the respective parties hereto shall be made in accordance with Section 11.05 of the Credit Agreement.

SECTION 8. AMENDMENTS AND WAIVERS.

(a). The terms of this Agreement may be amended, supplemented, waived or modified with the written consent of each of the following: (a) Required Lenders and the Administrative Agent, (b) Lenders holding more than 50% of the aggregate principal amount of U.S. Term Loans outstanding at such time, (c) the Required Revolving Lenders, (d) Lenders holding more than 50% of the aggregate principal amount of Closing Date EMEA Term Loans outstanding at such time and (e) Required 2020 EMEA Term Lenders, in each case, as of the date of determination; provided that no such amendment, supplement, waiver or modification shall disproportionately and adversely affect any Lender without the prior written consent of such Lender; provided, further that any amendments, supplements, waivers or modifications to Section 2(c) hereof, to the extent that the Revolving Lenders are not adversely affected thereby, may be effected with the written consent of the Required Lenders and the Administrative Agent only and any amendments, supplements, waivers or modifications to

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the definitions of “Additional 2020 Seniority Conditions”, “Qualifying Proceeding”, “Qualifying Transaction” or “Alternative Transaction” may be effected with the written consent of the Required Lenders only; provided, further that no such amendment, supplement, waiver or modification to Section 2(c) hereof or the foregoing definitions shall adversely affect any 2020 EMEA Term Lender without the prior written consent of the Required 2020 EMEA Term Lenders..

(b) It is hereby agreed that no amendment supplement, waiver or modification which lowers or has the effect of lowering the requisite percentages of holders of either the 2024 Notes or Term Loans set forth in clause (a) of the definition of “Qualifying Proceeding”, shall be effected unless such reduction is applied pro tanto to both percentages.

SECTION 9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of each of the Lenders, other Secured Creditors party hereto and the Administrative Agent and each of their respective successors and assigns, as if each reference to a “Lender” in Sections 2, 4 and 8 hereof included all such Persons (and, to facilitate the foregoing, each Lender, each Secured Creditor and the Administrative Agent shall provide a copy of this Agreement to each of its respective successors, assigns and affiliated Secured Creditors and procure that each of them agrees in writing to be bound hereby). Notwithstanding the foregoing, prior to the CAM Exchange Date, no party hereto shall have any beneficial interest in any other party’s interests in the Obligations as a result of this Agreement. All rights, agreements, and obligations hereunder of the Lenders and the other Secured Creditors party hereto shall remain in full force and effect irrespective of the commencement by or against any Credit Party of any insolvency proceeding or other proceeding under any Debtor Relief Laws.

[Signature Pages FollowEnd of Document]

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Annex C - Foreign Obligor Forbearance Agreement

[See attached]

EXECUTION VERSION

NON-U.S. EMEA CREDIT PARTY FORBEARANCE AGREEMENT

This Non-U.S. EMEA Credit Party Forbearance Agreement (this “Agreement”) is entered into as of September 1, 2021, by and among GTT Communications B.V., a company organized under the laws of the Netherlands (the “EMEA Borrower”), each of the other Non-U.S. EMEA Credit Parties party to the Fifth Lender Forbearance Agreement listed on Schedule 1 hereto (together with the EMEA Borrower, the “Non-U.S. EMEA Credit Parties”), each “Consenting Lender” party to the Fifth Lender Forbearance Agreement and Consent (as defined herein) (collectively, the “Forbearing Lenders”) and KeyBank National Association, as Administrative Agent under the Credit Agreement.

RECITALS

A.The EMEA Borrower, GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”), the lenders party thereto, KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent”), and certain other financial institutions party thereto, are parties to that certain Credit Agreement, dated as of May 31, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), under which the U.S. Borrower entered into the Revolving Commitments and incurred the U.S. Term Loans and the EMEA Borrower incurred the EMEA Term Loans. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

B.The U.S. Credit Parties intend to commence voluntary bankruptcy cases under chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which would result in the occurrence of an Event of Default under Section 8.01(i) of the Credit Agreement and the automatic termination of all Commitments and acceleration of all Obligations pursuant to Section 8.02 of the Credit Agreement.

C.The EMEA Borrower has requested that, during the Lender Forbearance Period (as hereinafter defined), the Lenders agree to forbear from exercising any and all rights and remedies against the Non-U.S. EMEA Credit Parties with respect to the Event of Default under Section 8.01(e) or 8.01(i) of the Credit Agreement solely to the extent caused by the Chapter 11 Cases and with respect to any Defaults or Events of Default that have occurred, or that may occur as a result of, (i) any failure by the Credit Parties to comply with Sections 6.01(a), 6.01(b) and/or 7.07(a) of the Credit Agreement, as applicable, as a result of any amendment, supplement, modification, restatement and/or withdrawal or public statement of non-reliance on (x) any audit opinion provided by the U.S. Borrower’s independent public accountants prior to the date of this Agreement pursuant to Section 6.01(a) of the Credit Agreement and/or (y) any financial statements provided by the U.S. Borrower prior to the date of this Agreement in accordance with Section 6.01(a) and/or (b) of the Credit Agreement, (ii) any representation, warranty or statement by any Credit Party contained in the Credit Agreement or any Loan Document (including, without limitation, any representation, warranty or statement (A) made by any Credit Party in any Notice of Borrowing, Notice of Continuation or Conversion and/or LC Request, (B) made or deemed made by any Credit Party pursuant to Sections 4.02 and/or 4.03 of the Credit Agreement in connection

with any Credit Event, (C) made by any Credit Party in any Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.01(c) of the Credit Agreement and/or (D) made by any Credit Party pursuant to Amendment No. 1, Amendment No. 2 and/or Amendment No. 3) having been untrue in any material respect (without duplication as to any materiality modifiers, qualifications or limitations applicable thereto) on the date as of which made, deemed made or confirmed as a result of the existing or potential Defaults and/or Events of Default described in clause (i) of this paragraph, (iii) the failure by the Credit Parties to file the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 and the related Compliance Certificate for such period on or before October 30, 2020, the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 and the related Compliance Certificate for such period on or before November 14, 2020, the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 and the related Compliance Certificate for such period on or before May 15, 2021, the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 and the related Compliance Certificate for such period on or before August 14, 2021 and the U.S. Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 and the related Compliance Certificate for such period on or before November 14, 2021; (iv) (A) the failure by the Credit Parties to file the U.S. Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the related Compliance Certificate for such period on or before March 31, 2021 and (B) the failure by the Credit Parties to file the U.S. Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the related Compliance Certificate for such period on or before March 31, 2022, (v) the failure by the Credit Parties to provide any other financial statements and/or Compliance Certificates required by Section 6.01 of the Credit Agreement prior to the Outside Date (as defined in the RSA) and (vi) any Default or Event of Default that may occur as a result of the failure by any Credit Party to make any payment under any Secured Hedge Agreement when due and payable (clauses (i) through (vi), together with the Event of Default under Section 8.01(i) of the Credit Agreement solely to the extent caused by the Chapter 11 Cases, collectively, the “Lender Specified Defaults”).

D.Subject to the terms and conditions set forth herein, the Forbearing Lenders have agreed to forbear, solely during the Lender Forbearance Period, from exercising all rights and remedies against the Non-U.S. EMEA Credit Parties with respect to the Lender Specified Defaults and as otherwise set forth herein.

SECTION 1.Confirmation of Lender Specified Defaults.

(a)[Reserved].

(b)Each Non-U.S. EMEA Credit Party represents that, (i) there are no claims, demands, offsets or defenses at law or in equity that would defeat or diminish the Administrative Agent’s or any Lender’s present and unconditional right to collect the indebtedness evidenced by the Loan

Documents in respect of the EMEA Term Loans that is owed to such Person, and to proceed to enforce the rights and remedies available to Administrative Agent and Lenders as provided in the Loan Documents as of the date hereof and (ii) except for the Lender Specified Defaults that have occurred and are continuing as of the date hereof, no Defaults or Events of Default under the Credit Agreement have occurred and are continuing as of the date hereof. The Lender Specified Defaults (x) cannot be cured (but, for the avoidance of doubt, can be waived) and (y) but for entry into this Agreement, would permit the Forbearing Lenders to exercise any applicable rights and remedies provided for under the Loan Documents and applicable law.

(c)Each Non-U.S. EMEA Credit Party acknowledges and agrees that the Lenders and the Administrative Agent have not waived, released or compromised and do not hereby waive, release or compromise, occurrences, acts or omissions that may constitute or give rise to any Defaults or Events of Default (including the Lender Specified Defaults) that existed or may have existed, may presently exist, or may arise in the future, nor does any Lender or the Administrative Agent waive any rights and remedies under the Credit Agreement or the other Loan Documents (other than, to the extent and for the period expressly set forth herein, with respect to the Lender Specified Defaults or any other Defaults or Events of Default under the Loan Documents), including any Lender’s right to direct the Administrative Agent to exercise any rights and remedies.

(d)Each Non-U.S. EMEA Credit Party acknowledges and agrees that the Forbearance (as hereinafter defined) is limited in time and scope and is subject to the terms and conditions set forth herein. Each Non-U.S. EMEA Credit Party further acknowledges and agrees that, upon the occurrence of a Termination Event (as hereinafter defined), the Forbearing Lenders shall be entitled to exercise all rights and remedies in respect of the Lender Specified Defaults or any other Defaults or Events of Default under the Loan Documents and applicable law.

SECTION 2.Forbearance; Forbearance Default Rights and Remedies.

(a)In reliance upon the representations and warranties and covenants of each Non-U.S. EMEA Credit Party contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, effective as of the Forbearance Effective Date, each of the Forbearing Lenders (severally and not jointly) agrees that, until the expiration or termination of the Lender Forbearance Period, it will forbear from:

(i)exercising any and all rights or remedies under the Loan Documents and applicable law (“Remedial Action”) against the Non-U.S. EMEA Credit Parties (or any of their assets or properties, whether or not constituting EMEA Facility Collateral); and

(ii)directing the Administrative Agent to take any Remedial Action against the Non-U.S. EMEA Credit Parties,

in each case, described in clauses (i) and (ii) (the “Forbearance”). As used herein, the term “Lender Forbearance Period” shall mean the period beginning on the Forbearance Effective Date and ending

automatically on the earliest to occur of (the occurrence of any of the events in the succeeding clauses (1) through (4), a “Termination Event”):

(1)any Forbearance Default (as hereinafter defined) and the delivery to the EMEA Borrower by the Required Lenders, with the consent of the Required Consenting Creditors (as defined in the RSA), of written notice of such Forbearance Default and such Required Lenders’ intent to terminate this Agreement (which notice may be delivered by counsel to the Required Lenders, including by electronic mail); provided that such Required Consenting Creditors’ consent shall not be required if, in the case of clause (B) of the definition of Forbearance Default below, such Forbearance Default (x) materially alters or impedes consummation of the Restructuring (as defined in the RSA) or (y) directly or indirectly has a materially adverse effect on the terminating Consenting Creditors’ (as defined in the RSA) legal and/or economic rights or benefits under the RSA);

(2)the RSA ceases to be effective or otherwise terminates in accordance with its terms with respect to the U.S. Borrower and/or the Consenting 2018 Credit Facility Creditors (as defined in the RSA), as a whole;

(3)the effective date of any plan of reorganization filed with the Bankruptcy Court in the Chapter 11 Cases; and

(4)(i) the enforcement of a security interest or other exercise of remedies, as a secured creditor or otherwise, by any party other than the Administrative Agent or the Lenders against a material portion of the Collateral owned by any Non-U.S EMEA Credit Party with respect to any liabilities in excess of $5,000,000 or (ii) any case or proceeding is commenced by or against any Non-U.S EMEA Credit Party under any Debtor Relief Law, or any petition, application, filing, or submission is made with respect to any Non-U.S. EMEA Credit Party, for (x) the entry of an order for relief under the Bankruptcy Code, any Debtor Relief Law, or any other reorganization, arrangement, insolvency, debtor relief, moratorium, suspension, deferral of payment or debt adjustment law; provided that, in the case of the commencement of an involuntary case against any such Non-U.S. EMEA Credit Party that, as of the last day of the fiscal quarter of the U.S. Borrower most recently ended for which financial statements have been delivered to the Ad Hoc Lender Group Advisors, has individually, both (i) assets with a value not exceeding 2.5% of total assets of, and (ii) revenues not exceeding 2.5% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the Testing Period most recently ended, under the Bankruptcy Code, any Debtor Relief Law or any analogous law in any jurisdiction outside the United States, such case shall not have been dismissed within 30 days of commencement thereof with respect to such Non-U.S. EMEA Credit Party, (y) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Non-U.S. EMEA Credit Party or any part of its property to the extent such proceeding is consented to by any Non-U.S. EMEA Credit Party or remains undismissed for a period of 30 days with respect to such Non-U.S. EMEA Credit Party or (z) an assignment or trust mortgage for the benefit of creditors.

As used herein, the term “Forbearance Default” shall mean the occurrence of any of the following:

(A)the occurrence of any Event of Default under the Credit Agreement solely to the extent such Event of Default is with respect to a default or failure to comply by a Non-U.S. EMEA Credit Party, other than any of the Lender Specified Defaults and other than the failure by any Non-U.S. EMEA Credit Party to comply with any term, provision or covenant applicable to such Non-U.S. EMEA Credit Party set forth in Sections 2.13(b)(i), 2.13(c)(iv), 6.01(b), 6.01(c), 6.11, 7.07 or 7.13 of the Credit Agreement, and such default or failure shall continue beyond any applicable grace period therefor contained in the Credit Agreement; provided that notwithstanding anything to the contrary herein or in the Credit Agreement, the Credit Parties shall, in order to satisfy any reimbursement obligations under Section 2.05 in respect of any Letter of Credit, be permitted to access cash collateral arrangements established pursuant to the Approved Budget in accordance with the Priming Facility Credit Agreement; or

(B)the failure by any Non-U.S. EMEA Credit Party to comply in all material respects with any term, condition, or covenant set forth in this Agreement, which failure remains uncured (to the extent curable) for three (3) Business Days (or, with respect to Section 4 herein, five (5) Business Days) after the Required Lenders deliver a written notice of such failure to the EMEA Borrower (which notice may be delivered by counsel to the Required Lenders, including by electronic mail).

The EMEA Borrower shall provide notice to the Forbearing Lenders of the occurrence of any Forbearance Default as soon as reasonably possible but in any event within three (3) Business Days of the EMEA Borrower becoming aware of the occurrence of such Forbearance Default, which notice shall state that such event occurred and shall set forth, in reasonable detail, the facts and circumstances that gave rise to such event.

(b)The Forbearing Lenders hereby (i) direct the Administrative Agent not to take any Remedial Action with respect to the Non-U.S. EMEA Credit Parties during the Lender Forbearance Period as a result of any of the Lender Specified Defaults and as otherwise set forth herein and (ii) agree to take all actions reasonably requested by the Administrative Agent pursuant to the Loan Documents in connection with such direction.

(c)The Forbearance is limited in nature and nothing contained herein is intended, or shall be deemed or construed, (i) to constitute a waiver of any of the Lender Specified Defaults or any other future Defaults or Events of Default or compliance with any term or provision of the Loan Documents or applicable law, (ii) to establish a custom or course of dealing between any Non-U.S. EMEA Credit Party, on the one hand, and any Forbearing Lender, on the other hand, (iii) to give rise to any obligation on the part of the Lenders to extend, modify or waive any term or condition of the Loan Documents or (iv) to give rise to any defenses or counterclaims to the right of the Lenders to compel payment of the Non-U.S. EMEA Credit Party Obligations or otherwise enforce their rights and remedies set forth in the Loan Documents following a Termination Event. Nothing contained in this Agreement

shall be deemed to obligate any Forbearing Lender to extend the Lender Forbearance Period or enter into any other forbearance agreements.

(d)Upon the occurrence of a Termination Event, automatically and without any further action by any Forbearing Lender or the Administrative Agent, the agreement of the Forbearing Lenders hereunder to forbear from taking any Remedial Action with respect to the Non-U.S. EMEA Credit Parties shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which each Non-U.S. EMEA Credit Party waives. Each Non-U.S. EMEA Credit Party agrees that the Forbearing Lenders may at any time thereafter proceed to exercise any and all of their rights and remedies under any or all of the Loan Documents and/or applicable law, including, without limitation, Remedial Action with respect to any of the Lender Specified Defaults. In furtherance of the foregoing, and notwithstanding the occurrence of the Forbearance Effective Date, each Non-U.S. EMEA Credit Party acknowledges and confirms that, subject to the Forbearance, all rights and remedies of the Forbearing Lenders under the Loan Documents and applicable law with respect to the Non-U.S. EMEA Credit Parties shall continue to be available to the Forbearing Lenders.

(e)Each of the parties bound hereby agrees that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Forbearing Lenders may be entitled to take or bring in order to enforce their rights and remedies against the Non-U.S. EMEA Credit Parties are, to the fullest extent permitted by law, tolled and suspended during the Lender Forbearance Period.

(f)Each of the Non-U.S. EMEA Credit Parties understands and accepts the temporary nature of the forbearance provided hereby and that the Forbearing Lenders have given no assurances that they will extend such forbearance or provide waivers or amendments to the Credit Agreement after the Lender Forbearance Period.

SECTION 3.Effectiveness.

This Agreement will be effective immediately prior to the occurrence of an Event of Default under Section 8.01(i) of the Credit Agreement (such date, the “Forbearance Effective Date”) subject to the satisfaction of each of the following conditions:

(a) Fifth Lender Forbearance Agreement and Consent. The occurrence of the “Agreement Effective Date” as defined in the Fifth Lender Forbearance Agreement and Consent, dated as of the date hereof (the “Fifth Lender Forbearance Agreement and Consent”), among the Credit Parties party thereto, the Administrative Agent and the Consenting Lenders party thereto (to which this Agreement is attached as Annex C) shall have occurred; and

(b) No Default or Event of Default. As of the date of this Agreement, no Default or Event of Default shall have occurred and be continuing, other than the Lender Specified Defaults that have occurred and are continuing as of the date hereof.

SECTION 4.Covenants of the Non-U.S. EMEA Credit Parties.

(a)Within thirty (30) days (or such longer period as expressly provided below) after the end of each calendar month (commencing with the calendar month October 2021) during the Lender Forbearance Period, the Non-U.S. EMEA Credit Parties shall provide to the Administrative Agent, each Private-Side Lender and the Ad Hoc Lender Group Advisors:

(i)the monthly income statements of the U.S. Borrower and its consolidated Subsidiaries (including year-to-date results for each calendar month), in substantially the same form as the income statements delivered to the Administrative Agent and the Ad Hoc Lender Group Advisors for the months ending January 31, 2021, February 28, 2021 and March 31, 2021, together with calculations of Consolidated EBITDA, Liquidity and Capital Expenditures; and

(ii)any other reports or financial information required to be delivered pursuant to Section 6.01(d)(iii) of the Priming Facility Credit Agreement for each calendar month.

(b)Within forty-five (45) days (or, in the case of the fiscal quarter ending December 31, 2021, sixty (60) days) after the end of each fiscal quarter (commencing with the first full fiscal quarter ending after the date hereof), during the Lender Forbearance Period, the Non-U.S. EMEA Credit Parties shall use commercially reasonable efforts to provide to the Administrative Agent, each Private-Side Lender and the Ad Hoc Lender Group Advisors the unaudited consolidated balance sheets of the U.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of operations, of stockholders’ equity and of cash flows for such quarterly period and for the fiscal year to date, and, beginning with the fourth fiscal quarter of the fiscal year ended December 31, 2021, setting forth, in the case of such unaudited consolidated statements of operations, of stockholders’ equity and of cash flows, comparative figures for the related periods in the prior fiscal year.

(c)Within ninety (90) days after the end of each fiscal year (commencing with the first fiscal year-end after the date hereof) during the Lender Forbearance Period, the Non-U.S. EMEA Credit Parties shall provide to the Administrative Agent, each Private-Side Lender and the Ad Hoc Lender Group Advisors (as such term is defined under the Priming Facility Credit Agreement), the unaudited consolidated balance sheets of the U.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations, of stockholders’ equity and of cash flows for such fiscal year.

(d)At the time of the delivery of the financial statements provided for in clauses (b) and (c) above, the Non-U.S. EMEA Credit Parties shall provide to the Administrative Agent, each Private-Side Lender and the Ad Hoc Lender Group Advisors a certificate signed by a Financial Officer in form based on Exhibit E to the Credit Agreement but certifying only: (x) (A) prior to the time that restated consolidated financial statements for the Non-Reliance Periods (as such term is defined under the Current Report on Form 8-K filed by the U.S. Borrower with the SEC on December 22, 2020) have been filed with the SEC, that such financial statements have been prepared in good faith, subject to a qualification that such quarterly financial statements shall be subject to adjustment in connection with the restatement of financial statements for the Non-Reliance Periods and such adjustments may be material

and (B) thereafter, that such financial statements present fairly, in all material respects, the consolidated financial position of the U.S. Borrower and its consolidated Subsidiaries as at the end of the fiscal quarter then-ending and the consolidated results of their operations, stockholders’ equity and cash flows for such fiscal quarter and (y) such Financial Officer has no knowledge of any condition or event that constitutes or constituted a Default, Event of Default, Forbearance Default or Termination Event at the end of the accounting period covered by the provided financial statements (other than the Lender Specified Defaults).

SECTION 5.[Reserved].

SECTION 6.Reference To And Effect Upon The Credit Agreement.

(a)All terms, conditions, covenants, representations and warranties contained in the Credit Agreement, and all rights of the Forbearing Lenders, shall, subject to the Forbearance, remain in full force and effect. Each Non-U.S. EMEA Credit Party hereby confirms that it has no right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to the Credit Agreement or the applicable Loans.

(b)Except as set forth herein, the execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement nor constitute a novation of any of the Non-U.S. EMEA Credit Party Obligations under the Credit Agreement, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any right, power or remedy of any Forbearing Lender, or (iii) constitute a course of dealing or other basis for altering the Credit Agreement or any other contract or instrument. Except as set forth herein, each Forbearing Lender reserves all of its rights, powers, and remedies under the Loan Documents and applicable laws.

(c)Each Non-U.S. EMEA Credit Party acknowledges and agrees that the Forbearing Lenders’ agreement to forbear from exercising their default-related rights and remedies during the Lender Forbearance Period does not in any manner whatsoever limit any Forbearing Lender’s right to insist upon strict compliance by each Non-U.S. EMEA Credit Party with the Credit Agreement, this Agreement or any other document during the Lender Forbearance Period, except as set forth herein.

SECTION 7.Additional Covenants.

(a)Each Forbearing Lender agrees that until the expiration or termination of the Lender Forbearance Period, it shall not directly or indirectly sell, transfer, lend, gift, convert, enter into any derivative or hedging agreement with respect to, or otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership)3 in any of its Loans or Commitments enter into any agreement, arrangement or understanding in connection therewith, except that each Forbearing Lender

3 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Loans and/or Commitments or the right to acquire the Loans and/or the Commitments.

may Transfer any of the foregoing: (i) to the extent such Forbearing Lender is managing the Loans and/or Commitments on behalf of a fund, to another fund managed by the Forbearing Lender if the representations and warranties set forth in Section 6 of the Fifth Lender Forbearance Agreement and Consent remain true and correct in all respects after such Transfer; (ii) to any other Forbearing Lender (including through a broker-dealer intermediary), in which case, such Loans and/or Commitments shall automatically be deemed to be subject to the terms of this Agreement; (iii) to a transferee the Forbearing Lender controls, is controlled by, is under common control with or is an affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act), affiliated fund, or affiliated entity with a common investment advisor, so long as the applicable transferee agrees to be bound by all the terms of this Agreement as if such transferee had originally executed the Fifth Lender Forbearance Agreement and Consent; or (iv) to any other person provided that the transferee agrees in writing prior to such Transfer to be bound by all the terms of this Agreement as if such transferee had originally executed the Fifth Lender Forbearance Agreement and Consent, or the transferee executes and delivers a separate agreement with terms substantially similar to this Agreement for the benefit of the Borrowers (the Transfers set forth in the foregoing clauses (i) to (iv), a “Permitted Transfer”) (any Transfer that does not comply with this paragraph shall be void ab initio). Upon satisfaction of the foregoing requirements in this Section 7(a), the transferee shall be deemed to be a Forbearing Lender hereunder and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations.

(b)This Agreement shall in no way be construed to preclude the Forbearing Lender from acquiring additional Loans and/or Commitments; provided, that (A) if any Forbearing Lender acquires additional Loans and/or Commitments during the term of this Agreement, such Forbearing Lender shall report its updated holdings of Loans and/or Commitments to the Borrowers within three (3) Business Days of such acquisition and (B) any acquired Loans and/or Commitments shall automatically and immediately upon acquisition by a Forbearing Lender be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given).

(c)The EMEA Borrower understands that the Forbearing Lenders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, the EMEA Borrower acknowledges and agrees that, to the extent a Forbearing Lender expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s) and/or business group(s) of the Forbearing Lender that principally manage and/or supervise the Forbearing Lender’s investment in the U.S. Borrower or EMEA Borrower, as applicable, the obligations set forth in this Agreement shall only apply to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk or business group of the Forbearing Lender so long as they are not acting at the direction or for the benefit of such Forbearing Lender or such Forbearing Lender’s investment in the U.S. Borrower or EMEA Borrower, as applicable; provided that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that executes the Fifth Lender Forbearance Agreement and Consent.

(d)Further, notwithstanding anything in this Agreement to the contrary, the parties bound hereby agree that, in connection with the delivery of signature pages to the Fifth Lender

Forbearance Agreement and Consent by a Forbearing Lender that is a Qualified Marketmaker (defined below) before the occurrence of conditions giving rise to the effective date for the obligations hereunder, such Forbearing Lender shall be a Forbearing Lender hereunder solely with respect to the Loans and/or Commitments listed on such signature pages and shall not be required to comply with this Agreement for any other Loans it may hold from time to time in its role as a Qualified Marketmaker. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Borrowers (or enter with customers into long and short positions in claims against the Borrowers), in its capacity as a dealer or market maker in claims against the Borrowers and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

SECTION 8.General Release.

(a)As of the date of this Agreement, the EMEA Borrower, on behalf of itself and each other Non-U.S. EMEA Credit Party and each of their respective Subsidiaries (collectively, the “Releasors”), to the fullest extent permitted by law, hereby releases, and forever discharges the Administrative Agent, each Forbearing Lender and each of its or their respective trustees, officers, directors, participants, beneficiaries, agents, attorneys, affiliates and employees, and the successors and assigns of the foregoing (collectively, the “Released Parties”), from any and all claims, actions, causes of action, suits, defenses, set-offs against the Non-U.S. EMEA Credit Party Obligations, and liabilities of any kind or character whatsoever, known or unknown, contingent or matured, suspected or unsuspected, anticipated or unanticipated, liquidated or unliquidated, claimed or unclaimed, in contract or in tort, at law or in equity, or otherwise, including, without limitation, claims or defenses relating to allegations of usury, which relate, in whole or in part, directly or indirectly, to the EMEA Term Loans, the applicable Loan Documents, the Non-U.S. EMEA Credit Party Obligations, the EMEA Facility Collateral or this Agreement, in each case, which existed, arose or occurred at any time prior to the date of this Agreement, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and this Agreement, any claims, causes of action or defenses based on the negligence of any of the Released Parties or on any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality or usury (collectively, the “Released Claims”). No Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims include, but are not limited to, any and all unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this Agreement, all of which are released by the provisions hereof in favor of the Released Parties.

the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist, it is being fully, finally and irrevocably released by them as provided in this Agreement.

(d)In making the releases set forth in this Agreement, each Releasor acknowledges that it has not relied upon any representation of any kind made by any Released Party.

SECTION 9.[Reserved].

SECTION 10.Amendments. This Agreement may be modified, amended or supplemented only by an instrument in writing signed by the EMEA Borrower and the Required Lenders. Any provision in this Agreement may be waived by an instrument in writing signed by the party bound hereby against whom such waiver is to be effective, and any date or deadline set forth herein may be extended by written consent of the Required Lenders (which may be evidenced by email from counsel).

SECTION 11.GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 11.08 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

SECTION 12.Construction. This Agreement and all other agreements and documents executed and/or delivered in connection herewith have been prepared through the joint efforts of all of the

parties bound hereby. Neither the provisions of this Agreement or any such other agreements and documents nor any alleged ambiguity therein shall be interpreted or resolved against any party on the ground that such party or its counsel drafted this Agreement or such other agreements and documents, or based on any other rule of strict construction. Each of the parties bound hereby represents and declares that such party has carefully read this Agreement and all other agreements and documents executed in connection therewith, and that such party knows the contents thereof and signs the same freely and voluntarily. The parties bound hereby acknowledge that they have been represented by legal counsel of their own choosing in negotiations for and preparation of this Agreement and all other agreements and documents executed in connection herewith and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect. Without limiting the generality of the foregoing, “option” and “discretion” shall be implied by the use of the words “if” and “may.”

SECTION 13.[Reserved].

SECTION 14.Severability. If any provision of this Agreement or the Credit Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the Credit Agreement shall not be affected or impaired thereby and (b) the parties bound hereby shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 15.Time of Essence. Time is of the essence in the performance of the obligations of the parties bound hereby and with respect to all conditions to be satisfied by such parties.

SECTION 16.Further Assurances. Each Non-U.S. EMEA Credit Party agrees to take all further actions and execute all further documents as the Required Lenders may from time to time reasonably request to carry out the transactions contemplated by this Agreement and all other agreements executed and delivered in connection herewith.

SECTION 17.Section Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose.

SECTION 18.Notices. Except as set forth herein, all notices, requests, and demands to or upon the respective parties bound hereby shall be given in accordance with the Credit Agreement or in such other manner and to such persons as agreed upon by the parties bound hereby.

SECTION 19.Assignments. This Agreement shall be binding upon and inure to the benefit of the Non-U.S. EMEA Credit Parties, the Forbearing Lenders and their respective successors and assigns.

SECTION 20.Relationship of Parties; No Third Party Beneficiaries. Nothing in this Agreement shall be construed to alter the existing debtor-creditor relationship between the EMEA Borrower and the Forbearing Lenders. This Agreement is not intended, nor shall it be construed, to create a partnership or joint venture relationship between or among any of the parties bound hereby. No person other than a party bound hereby is intended to be a beneficiary hereof and no person other than a party bound hereby shall be authorized to rely upon or enforce the contents of this Agreement.

SECTION 21.Final Agreement. THIS AGREEMENT, THE FIFTH LENDER FORBEARANCE AGREEMENT AND CONSENT THE CREDIT AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES BOUND HEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES BOUND HEREBY. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES BOUND HEREBY.

SCHEDULE 1

1.2497817 Ontario Limited

2.Accelerated Connections Inc.

3.GTT Communications B.V.

4.GTT Holdings Limited

5.GTT-EMEA Ltd.

6.Hibernia Atlantic (UK) Limited

7.Hibernia Atlantic Cable System Limited

8.Hibernia Atlantic Communications (Canada) Company

9.Hibernia Express (Canada) Limited

10.Hibernia Express (Ireland) Limited

11.Hibernia Express (UK) Limited

12.Hibernia International Assets Inc.

13.Hibernia Media (UK) Limited

14.Hibernia NGS Limited

15.Interoute Communications Holdings Limited

16.Interoute Communications Limited

17.GTT Netherlands B.V.

18.Interoute Managed Services Sweden AB

19.GTT Switzerland Sàrl

20.Interoute Media Services Limited

21.Interoute Networks Limited

22.Perseus Telecom Limited

23.GTT GmbH

24.Global Telecom and Technology Holdings Ireland Limited

25.GTT Holdings Netherlands B.V.

26.Interoute Cloud Netherlands B.V.

27.GTT Communications Switzerland Sàrl

GTT Enters into Restructuring Support Agreement with Key Stakeholders to Improve Capital Structure and Execute Business Strategy

–Company anticipates completing previously announced infrastructure division sale to I Squared Capital in the coming weeks

–Prepackaged chapter 11 cases for entities based in the United States (U.S.) contemplated after the sale of infrastructure division is closed

–The combination of the infrastructure division sale and the transactions contemplated by the RSA will reduce the company’s debt by approximately $2.8 billion

–Business continues as usual and without interruption both in the U.S. and globally; vendors, employees and other partners to be paid in the ordinary course of business prior to and during the chapter 11 cases

–GTT to reserve cash from sale proceeds to bolster liquidity

MCLEAN, VA, September 2, 2021 – GTT Communications, Inc. (OTC: GTTN), “GTT” or “the Company”, a leading global cloud networking provider to multinational clients, announced today that it has entered into a Restructuring Support Agreement (“RSA” or the “agreement”) with key stakeholders, including holders of a majority of its secured and unsecured debt and I Squared Capital, to implement a comprehensive restructuring of the Company’s remaining balance sheet following completion of the pending sale of its infrastructure division.

The agreement places GTT on a path to improve its capital structure and execute its long-term business strategy. Pursuant to the RSA, the Company expects to expeditiously close the previously announced sale of its infrastructure division to I Squared Capital in the coming weeks, which will allow GTT to repay a significant portion of its secured debt.

Following the close of the sale of the infrastructure division, GTT and certain of its direct and indirect subsidiaries intend to commence prepackaged chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York to effectuate a deleveraging of GTT’s post-sale capital structure. GTT’s foreign businesses and operations outside of the U.S. are not included in the contemplated filing and will be unaffected by the chapter 11 cases. The Company expects to emerge from this process after obtaining the necessary regulatory approvals for the restructuring.

GTT is operating and serving its customers in the U.S. and globally without interruption. The RSA provides for vendors, employees and other partners to be paid in the ordinary course of business for obligations incurred prior to and after the commencement of the anticipated chapter 11 cases. The Company has access to sufficient liquidity to operate its businesses, and with the support of its lenders, will retain additional amounts from the sale proceeds to further strengthen its cash position.

Ernie Ortega, Chief Executive Officer of GTT, stated, “This global agreement among each of our creditor constituencies resulted from extensive negotiations and reflects the ongoing commitment of our debtholders to the business. Our performance has been strong year-to-date, and we have a very

competitive product portfolio in growing segments of the market, such as SD-WAN. To continue this momentum, we are working together with our debtholders to improve GTT’s financial health and this is a major milestone to accomplish this goal.”

Mr. Ortega added, “I would like to thank our GTT team for continuing to deliver outstanding services to our valued clients and our Board of Directors for its steadfast support. I would also like to express my utmost gratitude to our customers and valued partners around the globe with whom we are honored to work.”

Going forward, the Company’s strategy is to remain committed to serving national and multinational organizations with market-leading cloud networking services across a broad range of wide area network connectivity options. This includes GTT’s top-ranked Tier 1 global IP network, SD-WAN, Ethernet, MPLS and local access, as well as global SIP Trunking, security, and advanced solutions services.

GTT’s legal advisor in connection with the restructuring is Akin Gump Strauss Hauer & Feld LLP. Alvarez & Marsal North America, LLC serves as its restructuring advisor and TRS Advisors, a group within the investment banking division of Piper Sandler & Co., serves as its investment banker for the restructuring.

Interested parties who may have questions related to the restructuring may call Prime Clerk, at (877) 329-1803 or (347) 532-7908 (international) or send an email to GTTInfo@PrimeClerk.com. In addition, information related to the restructuring is available at http://cases.primeclerk.com/GTTBallots.

GTT Media Inquiries:
Allison McLarty, Edelman
gtt@edelman.com

GTT Investor Relations:
Charlie Lucas, VP of Finance, GTT
investorrelations@gtt.net

About GTT

GTT provides secure global connectivity, improving network performance and agility for your people, places, applications and clouds. We operate a global Tier 1 internet network and provide a comprehensive suite of cloud networking and managed solutions that utilize advanced software-defined networking and security technologies. We serve thousands of businesses with a portfolio that includes SD-WAN and other WAN services, internet, security and voice services. Our customers benefit from a customer-first service experience underpinned by our commitment to operational excellence. For more information on GTT (OTC: GTTN), please visit www.gtt.net.

Important Disclaimers Regarding Information in this Press Release

This press release is for informational purposes and does not constitute a formal solicitation regarding a transaction or an offer or invitation for the sale or purchase of securities, loans, or other instruments or a solicitation of any kind. Nothing contained herein shall be deemed to be a recommendation from the Company to any party, including without limitation, any security holder of or lender to the Company to enter into any transaction or to take any course of action. Nothing in this press release shall be deemed a waiver of any rights of the Company. Any transaction with the Company involves a high degree of risk, including without limitation a potential risk of loss of an investor’s entire investment. Any party to a transaction should investigate, ask about and consider such risks in its due diligence investigation before entering into such transaction.

Any solicitation of acceptances in connection with prepackaged chapter 11 cases will only be made pursuant to a disclosure statement that explains the full terms and conditions of the plan of reorganization. Any such solicitation will only be made in compliance with applicable provisions of securities, bankruptcy and other applicable law. When and if any such disclosure statement becomes available, security holders of or lenders to the Company should read it carefully, as well as any amendments or supplements to that document, because it will contain important information.

The Company has not yet filed a prepackaged plan with any court. The transactions contemplated by the RSA are dependent upon a number of factors, including: the filing of petitions for relief under chapter 11 of the U.S. Bankruptcy Code; the filing of a prepackaged plan; the approval of a disclosure statement by the U.S. Bankruptcy Court; and the confirmation and consummation of such prepackaged plan in accordance with the provisions of the U.S. Bankruptcy Code.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The above statements regarding the pending sale of the Company’s infrastructure division (the “Sale Transaction”), the Company’s contemplated filing of voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 of the Bankruptcy Code for entities based in the United States, necessary regulatory approvals, and the Company’s business operations and strategy constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, the effects on the Company’s business and clients of general economic and financial market conditions, as well as the following: (1) the Company has failed or may fail to satisfy certain covenants relating to financial statement delivery obligations and representations regarding the Company’s financial statements contained in its indenture (the “Indenture”) for its outstanding notes (the “Notes”), its credit agreement (the “Credit Agreement”), and its priming facility credit agreement (the “Priming Facility Credit Agreement”), which have resulted or may result in events of default, and if the Company’s forbearance agreements with creditors terminate and/or the Company is unable to obtain further agreements from creditors with respect to forbearing from exercising remedies or amendments or waivers, as applicable, the Notes and the Company’s obligations under the Credit Agreement and the Priming Facility Credit Agreement may be accelerated and result in the Company being unable to satisfy its obligations thereunder; (2) the Company has announced that its previously issued financial statements for the years ended December 31, 2019, 2018 and 2017, each of the quarters during the years ended December 31, 2019 and 2018 and the quarter ended March 31, 2020 (the “Non-Reliance Periods”) and related disclosures and communications should no longer be relied upon as a result of preliminary findings of the Company’s previously disclosed review of certain accounting issues (the “Review”); the Company is continuing to finalize its quantification of the impact of errors identified by the Review on financial results for the Non-Reliance Periods and the impact may be materially different than previously disclosed estimates; (3) the completion of the Review and the completion and filing of restated financial statements relating to the Non-Reliance Periods, the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020, September 30, 2020, March 31, 2021, June 30, 2021, or the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and any subsequent delayed periodic filings with the Securities and Exchange Commission (the “SEC”) may take longer than expected as a result of the timing or findings of the Review or the Company’s independent registered public accounting firm’s review process; (4) the conditions to access funding under the Priming Facility Credit Agreement may not be satisfied and the Company may be unable to access such funding, and existing cash balances and funds generated from operations may not be sufficient to finance the Company’s operations and meet its cash requirements; (5) the Company is subject to risks associated with the actions of network providers and a concentrated number of vendors and clients; (6) the Company could be subject to cyber-attacks and other security breaches; (7) the Company’s network could suffer serious disruption if certain locations experience damage or as the Company adds features and updates its network; (8) the Company is subject to risks associated with purchase commitments to vendors for longer terms or in excess of the volumes committed by the Company’s underlying clients, or sales commitments to clients that extend beyond the Company’s commitments from its underlying suppliers; (9) the Company may be unable to establish and maintain peering relationships with other providers or agreements with carrier neutral data center operators; (10) the Company’s business, results of operation and financial condition are subject to the impacts of the COVID-19 pandemic and related market and economic conditions; (11) the Company may be affected by information systems that do not perform as expected or by consolidation, competition, regulation or a downturn in the Company’s industry; (12) the Company may be liable for the material that content providers distribute over its network; (13) the Company has generated net losses historically and may continue to do so; (14) the Company may fail to successfully integrate any future acquisitions or to efficiently manage its growth; (15) the Company may be unable to retain or hire key employees; (16) the Company recently announced management changes; (17) the Company is subject to risks relating to the international operations of its business; (18) the Company may be affected by tax assessments, unfavorable tax audit outcomes, delayed tax filings

and future increased levels of taxation; (19) the Company has substantial indebtedness, which could prevent it from fulfilling its obligations under its debt agreements or subject the Company to interest rate risk; (20) the Company may be unable to obtain from the lenders and other financial institutions party to the Credit Agreement from time to time or the holders of Notes the further forbearances, waivers, consents, releases or other agreements that may be necessary to prevent a default under the Credit Agreement, the Priming Facility Credit Agreement or the Indenture that may be necessary to satisfy the conditions to the closing of the Sale Transaction, either on terms acceptable to the Company or at all, in which case the Sale and Purchase Agreement, dated as of October 16, 2020 (as amended, the “Infrastructure SPA”), among the Company, its subsidiaries GTT Holdings Limited, Global Telecom and Technology Holdings Ireland Limited, Hibernia NGS Limited and GTT Americas, LLC (collectively, the “Sellers”) and Cube Telecom Europe Bidco Limited (the “Buyer”) relating to the Sale Transaction may terminate unless the Buyer provides a waiver; (21) the Company may not be able to obtain the consent of certain parties to contracts with the Sellers and their subsidiaries that will be necessary to fully implement the Sale Transaction or the corporate reorganization contemplated in connection with the Sale Transaction (the “Reorganization”), on terms acceptable to the Company or at all; (22) the potential failure to satisfy, or obtain waivers of, other closing conditions under the Infrastructure SPA, which may result in the Sale Transaction not being consummated; (23) the potential failure of the Company to realize anticipated benefits of the Sale Transaction; (24) risks from relying on the Buyer for various critical transaction services and network services for an extended period under the transition services agreement and the master services agreement contemplated by the Infrastructure SPA; (25) the potential impact of announcement or consummation of the Reorganization and the Sale Transaction on relationships with third parties, including customers, employees and competitors; (26) the ability to attract new customers and retain existing customers in the manner anticipated; (27) the Company has announced that it expects to report material weaknesses in internal control over financial reporting and its internal control over financial reporting may have further weaknesses of which the Company is not currently aware or which have not been detected, (28) the RSA may be terminated by certain of its parties if specified milestones are not achieved, amended or waived, including obtaining signatures of additional parties, or if certain other events occur, and (29) the risks and uncertainties relating to the contemplated Chapter 11 Cases, including but not limited to, the Company’s ability to obtain approval of the Bankruptcy Court with respect to motions, the effects of the Chapter 11 Cases on the Company and on the interests of various constituencies, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, regulatory approvals required during the pendency of the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs in connection with the Chapter 11 Cases. The foregoing list of factors is not exhaustive. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements. For a discussion of a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s annual and quarterly reports filed with the SEC including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which have been filed with the SEC and are available on the Company’s website (www.gtt.net) and on the SEC’s website (www.sec.gov).

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Cleansing Information September 2021

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 2 Disclaimer Cautionary Note Regarding Forward-Looking Statements These materials contain forward-looking statements that reflect GTT Communications, Inc.’s (“GTT” or the “Company”) plans, estimates and beliefs. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. These materials attempt to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. The Company’s actual results, performance or achievements could differ materially from those discussed in the forward-looking statements. Factors, many of which are outside of the Company’s control, that could cause or contribute to these differences include, but are not limited to, the effects on the Company’s business and clients of general economic and financial market conditions, as well as the following: the Company has failed or may fail to satisfy certain covenants relating to financial statement delivery obligations and representations regarding the Company’s financial statements contained in its financing agreements without obtaining an amendment and/or waiver thereof, which may result in (A) events of default under that certain Indenture, dated as of December 22, 2016 (as amended, supplemented or otherwise modified, the “Indenture”), by and between the Company, as successor by merger to GTT Escrow Corporation, and Wilmington Trust, National Association, as Trustee, governing the Company’s outstanding 7.875% Senior Notes due 2024 (the “Notes”); that certain Credit Agreement, dated as of May 31, 2018, by and among the Company and GTT Communications B.V. (“GTT B.V.”), as borrowers, KeyBank National Association, as administrative agent and letter of credit issuer, and the lenders and other financial institutions party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”); and that certain Priming Facility Credit Agreement (the “Priming Facility Credit Agreement”), dated as of December 28, 2020, among the Company, GTT B.V., the lenders party thereto and Delaware Trust Company, as administrative agent and collateral agent which have resulted in or may result in events of default, and if the Company's forbearance agreements with Creditors terminate and/or if the Company is unable to obtain further agreements from creditors with respect to forbearing from exercising remedies or amendments or waivers, as applicable, the Notes and the Company’s obligations under the Credit Agreement and the Priming Facility Credit Agreement may be accelerated and result in the Company being unable to satisfy its obligations thereunder; the Company has announced that its previously issued financial statements for the years ended December 31, 2019, 2018 and 2017, each of the quarters during the years ended December 31, 2019 and 2018 and the quarter ended March 31, 2020 (the “Non-Reliance Periods”) and related disclosures and communications should no longer be relied upon as a result of preliminary findings of the Company’s ongoing accounting review (the “Review”); the Company is continuing to finalize its quantification of the impact of errors identified by the Review on financial results for the Non-Reliance Periods and the impact may be materially different than previously disclosed estimates; the completion of the Review and the completion and filing of the Company’s restated financial statements relating to the Non-Reliance Periods, Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, Annual Report on Form 10-K for the fiscal year ended December 31, 2020, Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and other future periodic filings may take longer than expected as a result of the timing or findings of the Review or the Company’s independent registered public accounting firm’s review process; the conditions to access funding under the Priming Facility Credit Agreement may not be satisfied and the Company may be unable to access such funding, and existing cash balances and funds generated from operations may not be sufficient to finance the Company’s operations and meet its cash requirements; the Company is subject to risks associated with the actions of network providers and a concentrated number of vendors and clients; the Company could be subject to cyber-attacks and other security breaches; the Company’s network could suffer serious disruption if certain locations experience damage or as the Company adds features and updates its network; the Company is subject to risks associated with purchase commitments to vendors for longer terms or in excess of the volumes committed by the Company’s underlying clients, or sales commitments to clients that extend beyond the Company’s commitments from its underlying suppliers; the Company may be unable to establish and maintain peering relationships with other providers or agreements with carrier neutral data center operators; the Company’s business, results of operation and financial condition are subject to the impacts of the COVID-19 pandemic and related market and economic conditions; the Company may be affected by information systems that do not perform as expected or by consolidation, competition, regulation or a downturn in the Company’s industry; the Company may be liable for the material that content providers distribute over its network; the Company has generated net losses historically and may continue to do so; the Company may fail to successfully integrate any future acquisitions or to efficiently manage its growth; the Company may be unable to retain or hire key employees; the Company recently announced management changes; the Company is subject to risks relating to the international operations of its business;

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 3 Disclaimer (cont’d) Cautionary Note Regarding Forward-Looking Statements (cont’d) the Company may be affected by tax assessments, unfavorable tax audit outcomes, delayed tax filings and future increased levels of taxation; the Company has substantial indebtedness, which could prevent it from fulfilling its obligations under its debt agreements or subject the Company to interest rate risk; the Company sellers and the buyer of the Company’s business of providing Pan-European, North American, sub-sea and trans-Atlantic fiber network and data center infrastructure services to customers (the “Infrastructure Business” or “InfraCo”) may be unable to obtain the necessary approvals for the pending infrastructure sale transaction announced by the Company on October 16, 2020 (the “Transaction” or the “Infrastructure Transaction”) or the related reorganization (the “Reorganization”) from governmental authorities in a timely manner, on terms acceptable to the sellers and the buyer, or at all; the Company may be unable to obtain from the lenders or holders of Notes the further forbearances, waivers, consents, releases or other agreements that may be necessary to prevent a default under the Credit Agreement, the Priming Facility Credit Agreement or the Indenture that may be necessary to satisfy the conditions to the closing of the Transaction, either on terms acceptable to the Company or at all, in which case the sale and purchase agreement for the Transaction would terminate unless the buyer provides a waiver; the Company may not be able to obtain the consent of certain parties to contracts with the sellers and their subsidiaries that will be necessary to fully implement the Transaction or the Reorganization, on terms acceptable to the Company or at all; the potential failure to satisfy other closing conditions under the sale and purchase agreement for the Transaction which may result in the Transaction not being consummated; the potential failure of the Company to realize anticipated benefits of the Transaction; risks from relying on the buyer for various critical transaction services and network services for an extended period under the transition services agreement and the master services agreement contemplated by the sale and purchase agreement for the Transaction; the potential impact of announcement or consummation of the Reorganization and the Transaction on relationships with third parties, including customers, employees and competitors; the ability to attract new customers and retain existing customers in the manner anticipated; the Company has announced that it expects to report material weaknesses in internal control over financial reporting and its internal control over financial reporting may have further weaknesses of which the Company is not currently aware or which have not been detected; the restructuring support agreement (“RSA”) in respect of a possible restructuring of the indebtedness and capitalization of the Company and certain of its direct and indirect subsidiaries may be terminated by certain of its parties if specified milestones are not achieved, amended or waived, including obtaining signatures of additional parties, or if certain other events occur; and the risks and uncertainties relating to the contemplated cases for voluntary relief (the “Chapter 11 Cases”) that the Company will file under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, including but not limited to, the Company’s ability to obtain approval of the he United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) with respect to motions, the effects of the Chapter 11 Cases on the Company and on the interests of various constituencies, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, regulatory approvals required during the pendency of the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs in connection with the Chapter 11 Cases. For a more complete description of the risks noted above and other risks that could cause the Company’s actual results to materially differ from its current expectations, please see Item 1A “Risk Factors” in the Company’s annual and quarterly reports filed with the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which have been filed with the SEC and are available on the Company’s website (www.gtt.net) and on the SEC’s website (www.sec.gov). Any forward-looking statement in these materials is based only on information available to the Company at the time such statement was made and speaks only as of the date on which it was made. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements. No representation or warranty is given as to the achievability or reasonableness of any projections, estimates or forward-looking statements.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 4 Disclaimer (cont’d) Important Disclaimers Regarding Financial and Other Information in These Materials As announced on December 22, 2020, in connection with the Company’s ongoing Review, the Board of Directors (the “Board”) of the Company concluded that the Company’s previously issued consolidated financial statements for the Non-Reliance Periods should no longer be relied upon as a result of errors discovered related to the accounting for Cost of Telecommunications Services, bad debt expense and credits to be issued to customers. The Board also determined that the Company’s disclosures related to such financial statements and related communications issued by or on behalf of the Company with respect to the Non-Reliance Periods, including management’s assessment of internal control over financial reporting and evaluation of disclosure controls and procedures, should no longer be relied upon. Historical financial information in these materials is based on the Company’s previously reported results, and the findings of the Company’s ongoing Review may have a significant impact on certain of the financial measures included in these materials. The Company is continuing to finalize its quantification of the impact of errors identified by the Review on financial results for the Non-Reliance Periods and the impact may be materially different than previously disclosed estimates. As described in the Company’s Current Report on Form 8-K to which these materials are attached as an exhibit, these materials were prepared solely to facilitate discussions with parties to confidentiality agreements with the Company and not with a view toward public disclosure, and should not be relied upon to make an investment decision with respect to the Company. These materials should not be regarded as an indication that the Company or any third party considers these materials to be material non-public information or a reliable prediction of future events, and these materials should not be relied upon as such. These materials include certain values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of these materials or undertakes any obligation to update these materials to reflect circumstances existing after the date when these materials were prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these materials become or are shown to be incorrect. These materials include preliminary financial information that reflects the Company’s management’s estimates based solely on information available as of the date these materials were prepared. The preliminary financial information presented herein is not a comprehensive statement of the Company’s financial results for the periods presented. In addition, the preliminary financial information presented herein has not been audited, reviewed or compiled by the Company’s independent registered public accounting firm. The preliminary financial information presented herein is subject to the completion of the Company’s ongoing Review and financial closing procedures. The Company’s actual results for the three months ended June 30, 2020 and September 30, 2020, the year ended December 31, 2020, the three months ended March 31, 2021 and the three months ended June 30, 2021 are not available and may differ materially from the preliminary financial information included herein. Therefore, you should not place undue reliance upon this preliminary financial information. For instance, during the course of the completion of the Company’s ongoing Review and preparation of the Company’s financial statements and related notes, additional items that would require material adjustments to be made to the preliminary estimated financial information presented herein may be identified. There can be no assurance that these estimates will be realized, and these estimates are subject to risks and uncertainties, many of which are not within the Company’s control. The preliminary financial information in these materials includes preliminary historical information and a model of future information regarding the Company’s remaining business after giving effect to the sale of the Infrastructure Business in the Infrastructure Transaction (“RemainCo”). The preliminary historical information is still under review as part of the ongoing Review, does not reflect the completion of accounting procedures associated with discontinued operations, has not been prepared in accordance with the requirements of Regulation S-X, and is subject to material change. In addition, the model of future information is based on illustrative assumptions as described herein, which assumptions may not be accurate.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 5 Disclaimer (cont’d) Important Disclaimers Regarding Financial and Other Information in These Materials (cont’d) These materials are not meant to be binding on the parties and do not constitute a formal solicitation regarding a transaction or an offer or invitation for the sale or purchase of securities or a solicitation of any kind. Nothing contained herein shall be deemed to be a recommendation from the Company to any party, including without limitation, any security holder of or lender to the Company to enter into any transaction or to take any course of action. These materials are subject in all respects to the negotiation, execution and delivery of definitive documentation, and completion of satisfactory due diligence, and no obligation will arise from any oral or written statement or correspondence during discussions among the parties. These materials do not create a duty to negotiate in good faith toward definitive documentation and shall not be relied upon by any person as the basis for a contract by estoppel or otherwise. Accordingly, the parties recognize that a full and complete agreement among the parties is not set forth herein and the parties do not intend to be bound unless and until they enter into definitive documentation regarding the subject matter of these materials. Nothing in these materials shall be deemed a waiver of any rights of the Company. Any transaction with the Company involves a high degree of risk, including without limitation a potential risk of loss of an investor’s entire investment. Any party to a transaction should investigate, ask about and consider such risks in its due diligence investigation before entering into such transaction. In considering any performance information included in these materials, readers should bear in mind that past performance is not indicative of future results, and there can be no assurance for future results. These materials are not intended to provide, and should not be relied upon for, accounting, legal or tax advice or any investment recommendation.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 6 Disclaimer (cont’d) Non-GAAP Financial Measures In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), from time to time the Company may use or publicly disclose certain “non-GAAP financial measures” in the course of its financial presentations, earnings releases, earnings conference calls and otherwise. For these purposes, the SEC defines a “non-GAAP financial measure” as a numerical measure of historical or future financial performance, financial positions or cash flows that (i) excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements and (ii) includes amounts, or is subject to adjustments that effectively include amounts, that are excluded from the most directly comparable measure so calculated and presented. Non-GAAP financial measures are provided as additional information to investors to provide an alternative method for assessing the Company’s financial condition and operating results. The Company believes that these non-GAAP measures, when taken together with the Company’s GAAP financial measures, allow the Company and its investors to better evaluate the Company’s performance and profitability (subject to the “Important Disclaimers Regarding Financial and Other Information in These Materials” set forth above). These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. These measures should be used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Pursuant to the requirements of Regulation G, whenever the Company refers to a non-GAAP financial measure, the Company will also generally present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure and such comparable GAAP financial measure. Adjusted EBITDA is a non-GAAP financial measure that is different from financial measures calculated in accordance with GAAP and may be different from non- GAAP calculations made by other companies. Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Adjusted EBITDA is defined as net income/(loss) before interest, income taxes, depreciation and amortization (“EBITDA”) adjusted to exclude severance, restructuring and other exit costs, acquisition-related transaction and integration costs, losses on extinguishment of debt, stock-based compensation and, from time to time, other non-cash or nonrecurring items. The Company uses Adjusted EBITDA to evaluate operating performance, and this financial measure is among the primary measures the Company uses for planning and forecasting future periods. The Company further believes that the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and makes it easier to compare our results with the results of other companies that have different financing and capital structures (subject to the "Important Disclaimers Regarding Financial and Other Information in These Materials" set forth above). In addition, the Company has debt covenants that are based on a leverage ratio that utilizes a modified EBITDA calculation, as defined in the Company’s credit agreements. The modified EBITDA calculation is similar to our definition of Adjusted EBITDA; however, it includes the pro forma Adjusted EBITDA of and expected cost synergies from the companies acquired by us during the applicable reporting period. Finally, Adjusted EBITDA results, along with other quantitative and qualitative information, are utilized by management, our board of directors and committees of our board of directors for purposes of determining bonus payouts to our employees. A reconciliation of the historical and a model of estimated future Adjusted EBITDA included in these materials to historical and a model of estimated future Net Loss under GAAP is included in these materials.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 7 Disclaimer (cont’d) Non-GAAP Financial Measures (cont’d) Unlevered free cash flow and unlevered free cash flow excluding one-time charges are non-GAAP financial measures that are different from financial measures calculated in accordance with GAAP and may be different from non-GAAP calculations made by other companies. Unlevered free cash flow and unlevered free cash flow excluding one-time charges may not be comparable to similarly-titled measures used by other companies. Unlevered free cash flow is defined as net cash provided by operating activities less purchases of property and equipment. Unlevered free cash flow excluding one-time charges is defined as unlevered free cash flow excluding charges related to professional fees, the Transaction, employee retention and other one-time charges. The Company uses unlevered free cash flow and unlevered free cash flow excluding one-time charges as measures to evaluate cash generated through normal operating activities. The Company believes that the presentations of unlevered free cash flow and unlevered free cash flow excluding one-time charges are relevant and useful to investors because they provide measures of cash available to pay the principal on our debt and pursue acquisitions of businesses or other strategic investments or uses of capital (subject to the "Important Disclaimers Regarding Financial and Other Information in These Materials" set forth above). Reconciliations of the historical and a model of estimated future unlevered free cash flow and unlevered free cash flow excluding one-time charges included in these materials to historical and a model of estimated future cash provided by operating activities under GAAP is included in these materials. Adjusted SG&A Expenses is a non-GAAP financial measure that is different from financial measures calculated in accordance with GAAP and may be different from non-GAAP calculations made by other companies. Adjusted SG&A Expenses may not be comparable to similarly-titled measures used by other companies. Adjusted SG&A Expenses excludes share-based compensation and transaction and infrastructure separation expense, which are significant in understanding and assessing the Company’s financial results. Therefore, Adjusted SG&A Expense should not be considered in isolation or as an alternative to Selling, General and Administrative Expenses under GAAP. The Company believes Adjusted SG&A Expenses is relevant and useful for investors in evaluating operating performance and liquidity because it excludes certain non-cash and non-recurring items and thereby provides a measure of certain cash Selling, General and Administrative Expenses that may recur in future periods (subject to the “Important Disclaimers Regarding Financial and Other Information in These Materials” set forth above). A reconciliation of the historical and a model of estimated future Adjusted SG&A Expenses included in these materials to historical and a model of estimated future Selling, General and Administrative Expenses under GAAP is included in these materials. Consolidated Ordinary Course Operating Cash Flows, Consolidated Non-Ordinary Course Disbursements, Consolidated Financing Cash Flows and Net Consolidated Cash Flows are non-GAAP financial measures that are different from financial measures calculated in accordance with GAAP and may be different from non-GAAP calculations made by other companies. Consolidated Ordinary Course Operating Cash Flows, Consolidated Non-Ordinary Course Disbursements, Consolidated Financing Cash Flows and Net Consolidated Cash Flows may not be comparable to similarly-titled measures used by other companies. Consolidated Ordinary Course Operating Cash Flows is defined as net cash provided by (used in) operating activities plus interest and fees, professional fees, one time tax payments and first-day motion vendor payments minus capital expenditures. Consolidated Non-Ordinary Course Disbursements is defined as professional fees, one time tax payments and first-day motion vendor payments. Consolidated Financing Cash Flows is defined as net cash provided by (used in) investing activities plus net cash provided by (used in) financing activities plus capital expenditures minus interest and fees. Net Consolidated Cash Flows is defined as Consolidated Ordinary Course Operating Cash Flows, Consolidated Non-Ordinary Course Disbursements plus Consolidated Financing Cash Flows. The Company uses Consolidated Ordinary Course Operating Cash Flows, Consolidated Non-Ordinary Course Disbursements, Consolidated Financing Cash Flows and Net Consolidated Cash Flows as measures to forecast cash generated in the future based on assumptions set forth herein. The Company believes that the presentations of Consolidated Ordinary Course Operating Cash Flows, Consolidated Non-Ordinary Course Disbursements, Consolidated Financing Cash Flows and Net Consolidated Cash Flows are relevant and useful to investors because they provide measures of cash available to operate the Company's business (subject to the "Important Disclaimers Regarding Financial and Other Information in These Materials" set forth above). Reconciliations of estimated future Consolidated Ordinary Course Operating Cash Flows, Consolidated Non-Ordinary Course Disbursements, Consolidated Financing Cash Flows and;

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 8 Disclaimer (cont’d) Non-GAAP Financial Measures (cont’d) Net Consolidated Cash Flows for the cumulative cash flows from 8/7/2021 to 4/1/2022 included in these materials to estimated future net cash provided by (used in) operating activities, net cash provided by (used in) investing activities and net cash provided by (used in) financing activities under GAAP are included in these materials. The Company is not providing reconciliations of its outlook for estimated future Consolidated Ordinary Course Operating Cash Flows, Consolidated Non- Ordinary Course Disbursements, Consolidated Financing Cash Flows and Net Consolidated Cash Flows on a weekly or monthly basis in reliance on the unreasonable efforts exception provided for under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable, without unreasonable efforts, to forecast certain items on a weekly or monthly basis required to develop the meaningful comparable GAAP net cash provided by (used in) operating activities, net cash provided by (used in) investing activities and net cash provided by (used in) financing activities. These items typically include weekly and monthly expenses that are difficult to predict in advance in order to include a GAAP estimate.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS  Company Overview  RemainCo Strategy and Financial Projections  Cash Flow Forecast Update  Appendix Content

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Company Overview

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS $5 $(72) $(243) $(106) $(233) $- $1 2016 2017 2018 2019 2020E $125 $222 $363 $439 $320 24% 27% 24% 25% 19% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $- $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 2016 2017 2018 2019 2020E Adjusted EBITDA EBITDA Margin Company Overview • GTT provides cloud networking services to large and multinational clients – Historical growth transformation through strategic M&A • Maintains Tier 1 global network reaching any location in the world and every application on the cloud – 600+ Points of Presence; 140+ countries; 200K+ client devices under management; 3,500+ regional partners • Offers comprehensive cloud networking services including: – Wide Area Networking, Internet, Transport & Infrastructure, Unified Communications and other Managed Services • Infrastructure Transaction to divest extensive fiber network and data infrastructure services business R EV EN U E Service Offering (2) Geography (2)Customer Type (2) (2) Data based on estimated 4Q20 recurring revenue, geography based on service location. “Other Managed Services” includes professional services and managed hosting. AD JU ST ED E B IT D A Consolidated Financial Summary ($mm) (1)Business Description (1) Includes previously reported results and preliminary unaudited results subject to material revision based on the results of the Company’s ongoing Review, restatement of the Non-Reliance Periods and completion of the financial closing procedures, as applicable. Please see "Important Disclaimers Regarding Financial and Other Information in These Materials" on slide 4 for important cautionary information regarding the Company’s previously issued financial statements and other disclosures. See “Non- GAAP Financial Measures” on slide 6, “Key Assumptions” on slide 33, and “Non-GAAP Reconciliations” on slide 34. $527 $828 $1,491 $1,728 $1,667 2016 2017 2018 2019 2020E 27% 73% Enterprise Carrier 36% 30% 18% 11% 5% Internet Wide Area Networking Transport & Infrastructure Other Managed Services Unified Communications 45% 55% U.S. Non U.S. N ET IN C O M E (L O SS ) 2020E reflect GTT’s Preliminary Estimated Financial Results 2021P to 2025P reflect GTT’s Preliminary Model/Budget

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 12 Infrastructure Transaction Separation Timeline Overview Potential Extension Legal Entity Separation Planning and Execution TSA PERIOD UAT(1) Legal Entity Separation Deal Systems Separation Q1 2021 Oct. 16 Deal Sign Q4 2020 Q2 2021 - Onward Physical SeparationLogical Separation Execution Close End-State Build, Test, and Config UATBuild, Test, and ConfigDesign Potential Extension (1) User Acceptance Testing (i.e., final stage of software development life cycle to test the software’s ability to carry out required tasks, etc). (2) There is no assurance that the Sale Transaction will close on this timing. Closing is subject to satisfaction or waiver of conditions. TARGET CLOSING DATE IN THE COMING WEEKS AFTER SIGNING OF THE RSA(2)

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Illustrative Infrastructure Sale Structure & Proceeds Overview(1),(2),(3) Cube Telecom Europe Bidco Limited (Buyer) All membership in Interoute US LLC All shares of Hibernia Express (Ireland) Limited [~$2M]All shares of the “NGS Subsidiaries” All shares Interoute Communications Holdings Ltd. [~$1.575B] GTT Communications Inc. Hibernia Express (Ireland) Limited (Ireland) Interoute France SAS Hibernia NGS Limited (Ireland) (1) Summary chart depicts only entities directly involved in Infrastructure Transaction. Indicated payments are based on relative values of entities and include preliminary impacts of intercompany obligations. (2) The light-yellow entities depicted will be transferred upon completion of the Infrastructure Transaction. (3) The amounts on this slide are based on the estimated net proceeds at closing of the Infrastructure Transaction. See slide 27. The structure and proceeds on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2 and “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4. [~$1] Interoute US LLC (US) Other Non-US SubsidiariesGTT GmbHNGS Subsidiaries GTT Holdings Netherlands B.V. (Netherlands) GTT Americas, LLC (US) Global Telecom and Technology Holdings Ireland Limited (Ireland) Interoute Communications Holdings Ltd. (UK) GTT Holdings UK Limited (UK) [~$82M] 13

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 14 2021 Projected Cash Flow (1) USD in millions (1) The projections on this slide are based on illustrative assumptions as described herein, including an illustrative closing of the Infrastructure Transaction on 8/31/21, certain of which assumptions are not, or may not, be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “8/12/2021 Cash Flow Forecast Key Assumptions” on slide 29 and “Non-GAAP Financial Measures” on slide 6. (2) A portion of the “Net Cash provided by (used in) Operating Activities” line item includes gross amounts that may arise with respect to certain tax audits in Belgium related to operations and local filing delinquencies. The Company continues to explore factual developments, technical arguments, negotiations, and other means to reduce or eliminate the amounts included in this line item related to such tax audits. In the course of its ordinary operations and as a result of historical transactions/acquisitions, GTT regularly sustains risk of and also receives notices of assessment or proposed assessment with respect to taxes, interest, and, occasionally, penalties. Forecasted Cash Flow 2021P(1) Cash Balance 1/1/2021 77$ 1/2/2021 - 9/3/2021: Net Cash provided by (used in) Operating Activities (46) Net Cash provided by (used in) Investing Activities 1,603 Net Cash provided by (used in) Financing Activities (1,498) Cash Balance 9/3/2021 136$ 9/4/2021 - 12/31/2021: Net Cash provided by (used in) Operating Activities(2) (9) Net Cash provided by (used in) Investing Activities (25) Net Cash provided by (used in) Financing Activities (7) Cash Balance 12/31/2021 94$

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 15 Q1 and Q2 2021 Financial Performance USD in millions (1) Includes preliminary unaudited results subject to material revision based on the results of the Company’s ongoing Review, restatement of the Non-Reliance Periods and completion of the financial closing procedures, as applicable. Please see "Important Disclaimers Regarding Financial and Other Information in These Materials" on slide 4 for important cautionary information regarding the Company’s preliminary unaudited results and other disclosures. See “Non-GAAP Financial Measures” on slide 6, “Key Assumptions” on slide 33, and “Non-GAAP Reconciliations” on slide 35. (2) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Key Assumptions” on slide 33 and “Non-GAAP Financial Measures” on slide 6. (3) Includes revenue attributable to the Infrastructure Business for Q1 2021E and Q1 2021P of $84M and $83M, respectively. This revenue does not correspond exactly to the particular legal entities contemplated to be sold pursuant to the Infrastructure Transaction. (4) Includes revenue attributable to the Infrastructure Business for Q2 2021E and Q2 2021P of $86M and $83M, respectively. This revenue does not correspond exactly to the particular legal entities contemplated to be sold pursuant to the Infrastructure Transaction. Q1 2021E(1) Q1 2021P(2) Fav / (Unfav) $ Fav / (Unfav) % Q2 2021E(1) Q2 2021P(2) Fav / (Unfav) $ Fav / (Unfav) % Net Installs Sales 7$ 6$ 1$ 11.0% 6$ 6$ (0)$ (0.4%) Installs 6 5 1 23.2% 6 6 0 0.3% Churn (7) (8) 1 11.6% (7) (7) 0 3.4% Total Net Installs (0)$ (2)$ 2$ 83.9% (2)$ (2)$ 0$ 15.1% Revenue Recurring Revenue 389 376 13 3.3% 386 369 17 4.6% Non-Recurring Revenue 24 26 (3) (9.6%) 25 26 (1) (4.5%) Total Revenue(3)(4) 413$ 403$ 10$ 2.5% 411$ 395$ 16$ 4.0% Total COR 248 240 (9) (3.7%) 246 233 (13) (5.4%) Total Gross Margin 164$ 163$ 1$ 0.7% 165$ 162$ 3$ 2.1% Gross Margin % 39.8% 40.5% -71bps 40.2% 40.9% -78bps SG&A 116 119 3 2.3% 126 118 (8) (6.5%) Adjusted SG&A 82 84 2 1.9% 90 83 (7) (8.8%) Adjusted SG&A Margin % 19.9% 20.8% 89bps 21.9% 21.0% -95bps Net Income (Loss) (58) (71) (13) 18.7% (50) (75) (25) 33.2% Adjusted EBITDA 82$ 79$ 3$ 3.4% 75$ 79$ (4)$ (5.0%) Adjusted EBITDA Margin % 19.9% 19.7% 17bps 18.2% 20.0% -173bps

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS RemainCo Strategy and Financial Projections

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 17 RemainCo(1) Business and Strategy The Infrastructure Transaction creates an opportunity for GTT to reshape itself into a managed services provider, focused on its core target markets and a world-class customer experience. Re-Alignment Stabilization Investment Growth 2021 2022 2023 • Serve focused market segments and product portfolio. Deliver right service to the right customers. • Shed non-core business, products and target markets. • SG&A alignment. • Reduction of opex to align costs to revenue. • Consolidation of client ratings and interactions into actionable data. • Creation of a business foundation focused on a customer success model with defined initiatives: • Customer First. • Churn Mitigation. • Operational Excellence. • Vendor Management Discipline. • Positioned for growth – additional investments for scale will be made in Network expansion, Operations Support / Business Support Systems and product development. Value creation (1) RemainCo represents the Company’s remaining business after giving effect to the sale of the Infrastructure Business in the Infrastructure Transaction.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Refocused Business Strategy A shift in strategic focus from M&A-driven expansion to a Customer First culture and Operational Excellence service model to enable organic growth Customer First Culture • Making it easy to do business with us • Creating a culture of accountability, collaboration and partnership • Building an environment supporting customer value creation at every level Operational Excellence • Re-focusing processes and systems from integration activity to maximizing customer impact • Refining product portfolio to ensure closer fit with customer needs and anticipating future trends Customer Retention and Growth • Renewal strategy short, mid and long term • Product upgrade strategy to meet customer need and address aging technology • Grow wallet share Pivot to Network-based MSP Business Model • Sharper focus on large, global enterprise market leveraging Tier 1 IP network and core competencies • Sale of non-core assets and businesses • Pursue measures to lower cost of revenue and improve margin performance 18

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Key Initiatives • Transactional Surveys • Annual Surveys / NPS • Customer Advisory Board program (CAB) • Customer Satisfaction Index (CSI) • 360° customer view • Enhanced segmentation analytics • Predictive model prototype – churn propensity • Data science / Machine Learning platform development • Customer Success Manager (CSM) role as the voice of the customer • Putting the Premier back into Premier Ask for feedback across the customer journey  Measure sentiment over time – identify themes, track progress  Look at our weaknesses from the customer’s perspective – ease of working with us, communication, speed and value  Identify how customers want to work with us – level of automation, communication, reporting, support structure Analyze our interaction data  Identify touchpoints and process gaps that cause customers to churn  Find commonalities across customers and identify cohorts based on needs  Prioritize system and process improvements for greatest impact on churn propensity and increase in customer lifetime value Look at their strategic goals and market conditions  Offer solutions that provide them value now  Build product roadmap, anticipating future needs Uncover the solutions they are seeking and how we are doing in delivering it Customer First - Understanding Our Customers 19

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Global Service Platform All-Digital Service Model Business Processes & Internal Controls Skilled and Knowledgeable Staff • Evolve organizations to maximize appropriate task with the appropriate resource, regardless of location • Build tools and workflows that allows task assignment, queue management and compliance across the broader GTT organization • Emphasis on EtherVision – from signature to renewal • Interact with our customers – where, how and when they want • Provide timely and relevant service detail • Where applicable allow “self-service” configurations • Digital architectures to unlock productivity • Digitized operating procedures to drive end-to-end process automation for deployment and operations • Customer AND Technician first! • Emphasis on data governance and compliance • Re-engineer and design processes to introduce parallel processing • Focus on clean orders and configuration details to improve quoting and enable flow-through provisioning • Automate logical task flows • Define “right the first time” customer order requirements from quote to cash and create the necessary audit controls to ensure compliance • Expand and evolve digital interfaces with network and platform partners (ASR – Blockchain) • Build Training organization that provides Product / Process / Customer Service and technical skill uplift • Utilize vendors and industry (e.g. MEF) resources • Moving toward a NaaS model requires new capabilities within the network team • Previously, network teams were more engineering and operations focused; they now need to evolve and develop service-management and software-development capabilities Four Main Areas Frame Our Efforts Through 2022 Product Process PortalNetwork Operations Partners 20 Achieving Operational Excellence

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 1. Product Strategy • Defined product roadmap and positioning for Grow and Maintain segments • Technology transition plan for Harvest & Retire • Go to market support for product strategies – campaigns and content • Aligned incentives for growth and evolution – internal and external • Process enabled, system supported 2. Account Management • Global CRM support organization deployed and ready • Strategic account planning process applied to concentration of revenue base • Proactive renewal strategies executed mid term – task driven • Expanded ongoing interaction with clients via QBR 3. GTT Performance • Incorporate client feedback into culture and continuous improvement processes • Surround at risk accounts with get well plans w/ extended leadership engagement • Establish service levels for each client tier Premier, Gold, Silver • Eliminate distractions and resource drain of SMB (1) • Strategic use of client input Focus on fundamentals and execution supported by a well-defined segmentation and product strategy Retention Strategy Built on 3 Fundamentals 21 (1) SMB includes approximately 8,100 customers which represent approximately $36M in annual revenue. Please see “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 22 USD in millions Revenue Summary Gross Margin Summary RemainCo Business Plan Key Metrics (1)(2) $516 $490 $497 $540 $578 $611 38.5% 39.4% 40.4% 41.9% 42.7% 43.2% 2020E 2021P 2022P 2023P 2024P 2025P Gross Margin As Adjusted RemainCo % of Revenue (1) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Non-GAAP Financial Measures” on slide 6, “Key Assumptions” on slide 33, and “Non-GAAP Reconciliations” on slide 34. (2) 2020E and 2021P metrics as adjusted to reflect removal of preliminary, illustrative pre-transaction close Infrastructure Business activity and are subject to material change. $1,341 $1,243 $1,229 $1,287 $1,355 $1,414 -7.3% -1.1% 4.8% 5.3% 4.4% 2020E 2021P 2022P 2023P 2024P 2025P RemainCo Revenue As Adjusted RemainCo Y/o/Y Growth

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 23 USD in millions SG&A Summary Adjusted SG&A Summary Net Income (Loss) Summary Adjusted EBITDA Summary Figures do not include potential investment in systems which will reduce headcount in future years. RemainCo Business Plan Key Metrics (1)(2) $193 $195 $196 $196 $197 $197 $116 $94 $95 $103 $110 $115 $310 $289 $290 $299 $307 $312 23.1% 23.3% 23.6% 23.2% 22.6% 22.0% 2020E 2021P 2022P 2023P 2024P 2025P Headcount SG&A Non-HC SG&A % of As Adjusted RemainCo Revenue $206 $201 $207 $241 $271 $299 15.4% 16.2% 16.8% 18.7% 20.0% 21.1% 2020E 2021P 2022P 2023P 2024P 2025P RemainCo Adjusted EBITDA As Adjusted RemainCo EBITDA Margin $397 $420 $290 $299 $307 $312 2020E 2021P 2022P 2023P 2024P 2025P SG&A $(346) $(333) $(19) $4 $23 $49 2020E 2021P 2022P 2023P 2024P 2025P Net Income (1) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Non-GAAP Financial Measures” on slide 6, “Key Assumptions” on slide 33, and “Non-GAAP Reconciliations” on slide 34. (2) 2020E and 2021P metrics as adjusted to reflect removal of preliminary, illustrative pre-transaction close Infrastructure Business activity and are subject to material change.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 24 One-Time Disbursements & Cash Taxes Net Cash Provided By (Used In) Operating Activities RemainCo/Full Company Business Plan Key Metrics (1) Working Capital Cash Flows USD in millions Unlevered Free Cash Flow(3) $153 $12/year $22 $112 $6 $9 $4 Cash Taxes Professional Fees Infrastructure Business Transition Retention Other 2021P 2022P-2025P 2021 (Full Company) $(11) $(7) $(2) $(1) $(1) $(36) $(9) $34 AP Paydown Cash Collat. LC's Other 2021P 2022P 2023P 2024P 2025P 2021 (Full Company)(2) $13 $126 $163 $191 $216 0.9% 10.2% 12.6% 14.1% 15.3% 2021P 2022P 2023P 2024P 2025P UFCF UFCF % of Revenue (1) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Non-GAAP Financial Measures” on slide 6 , “Key Assumptions” on slide 33, and “Non-GAAP Reconciliations” on slide 34. (2) 2021 working capital cash flows exclude working capital adjustments related to the Infrastructure Transaction (3) Net cash provided by (used in) operating activities plus interest expense less purchases of property and equipment. 2021 reflects full Company figures (incl. Infrastructure Business activity pre-transaction close). $(36) $113 $153 $186 $215 2021P 2022P 2023P 2024P 2025P 2022-2025 (RemainCo) 2022-2025 (RemainCo) 2021 (Full Company) 2022-2025 (RemainCo) 2021 (Full Company) 2022-2025 (RemainCo)

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 25 2021-2025 RemainCo Financial Projections (1) USD in millions (1) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Non-GAAP Financial Measures” on slide 6, “Key Assumptions” on slide 33, and “Non-GAAP Reconciliations” on slide 34. (2) FY 2021 revenue, cost of revenue, SG&A, adjusted SG&A and adjusted EBITDA figures are adjusted to reflect full year financials for RemainCo as if the Infrastructure transaction closed in a prior period. • Increased bookings and installs in 2020 indicate an improving salesforce, though worsening churn levels highlight state of customer relations and the need to revisit go forward strategy • Following stabilization in 2021-2022, gradual revenue growth is forecasted 2023+ driven by initiatives to further improve relations with and grow indirect sales channel – Improved focus on customer experience and satisfaction forecasted to decrease churn % beginning in 2023 • Continued success in network grooming/optimization and other related initiatives forecasts lower costs of revenue and improved gross margins throughout forecast period • As a result of the revenue growth and improved margins, Net Income (Loss) as a % of revenue increases from -26.8% in FY 2021 to 3.5% in 2025. Adjusted EBITDA as % of revenue increases from 16.2% in FY 2021 to 21.1% in 2025 Summary Projections 2020E 2021P(2) 2022P 2023P 2024P 2025P Recurring Revenue 1,252$ 1,156$ 1,142$ 1,198$ 1,262$ 1,319$ Non-Recurring Revenue 89 87 87 90 93 96 Total Revenue 1,341$ 1,243$ 1,229$ 1,287$ 1,355$ 1,414$ Total Cost of Revenue 825 753 732 748 777 803 Gross Margin 516 490 497 540 578 611 Gross Margin % 38.5% 39.4% 40.4% 41.9% 42.7% 43.2% SG&A 397 420 290 299 307 312 Adjusted SG&A 310 289 290 299 307 312 Net Income (Loss) (346) (333) (19) 4 23 49 Adjusted EBITDA 206$ 201$ 207$ 241$ 271$ 299$ Adjusted EBITDA Margin % 15.4% 16.2% 16.8% 18.7% 20.0% 21.1% Monthly Recurring Revenue (MRR) Metrics 2019 2020E 2021P(1) 2022P 2023P 2024P 2025P Beginning MRR 108$ 108$ 100$ 93$ 95$ 100$ 105$ Ending MRR 108 100 93 95 100 105 110 Total MRR 1,278 1,249 1,138 1,123 1,176 1,238 1,293 Key Metrics 2019 2020E 2021P(1) 2022P 2023P 2024P 2025P Bookings 19$ 22$ 22$ 24$ 24$ 25$ 25$ Installs 18 19 20 22 22 23 23 Churn (24) (28) (25) (19) (17) (18) (19) Net Installs (6)$ (9)$ (5)$ 2$ 5$ 5$ 4$ Churn as % of Revenue 1.9% 2.2% 2.1% 1.7% 1.5% 1.5% 1.5%

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 26 2021-2025 RemainCo Financial Projections (1) USD in millions (1) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Non-GAAP Financial Measures” on slide 6, “Key Assumptions” on slide 33, and “Non-GAAP Reconciliations” on slide 34. (2) FY 2021 revenue, net income, adjusted EBITDA and CapEx figures are presented on a basis to reflect full year financials for RemainCo as if the Infrastructure Transaction closed in a prior period. CapEx does not include approximately $40M in InfraCo spend through 8/31/21. Note that net cash provided by (used in) operating activities for 2021 including Infrastructure is approximately ($36M) and unlevered free cash flow for 2021 including InfraCo is $13M. In addition, note that approximately $42M of the one-time items occur from September-December 2021. Capital Expenditures 2021P(1) 2022P 2023P 2024P 2025P Total CapEx 62$ 61$ 64$ 68$ 71$ Total CapEx as % of Revenue 5.0% 5.0% 5.0% 5.0% 5.0% Summary Projections 2021P(2) 2022P 2023P 2024P 2025P Net Income (Loss) (333)$ (19)$ 4$ 23$ 49$ Adjusted EBITDA 201 207 241 271 299 Capital Expenditures(2) (62) (61) (64) (68) (71) Change in NWC (11) (7) (2) (1) (1) Cash Taxes (22) (12) (12) (12) (12) One-Time: Professional Fees (112) - - - - One-Time: Infrastructure Business Transition (6) - - - - One-Time: Retention (9) - - - - One-Time: Other (4) - - - - Net Cash Provided by (Used In) Operating Activities (114)$ 113$ 153$ 186$ 215$ Unlevered Free Cash Flow (25)$ 126$ 163$ 191$ 216$ Unlevered Free Cash Flow Excl. One-Time Charges 107$ 126$ 163$ 191$ 216$

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Estimated (-) Infra As Adjusted Interest Outstanding Trans. Adj. Out. 8/31/21 Rate Maturity Priming Term Loan2 $279 ($279) - L+500 / 250PIK Dec-21 2020 EMEA Term Loan3 140 (68) 72 L+425 May-25 EMEA Term Loan4 858 (417) 441 E+325 May-25 Revolving Credit Facility5 75 (36) 38 L+275 May-23 US Term Loan 1,717 (834) 883 L+275 May-25 Secured Swaps (Crystallized)6 51 (25) 26 Various Total Secured Debt $3,120 ($1,659) $1,461 7.875% Senior Unsecured Notes7 575 - 575 7.875% Dec-24 Total Debt $3,695 ($1,659) $2,036 (1) For illustrative purposes only, assumes that the Infrastructure Transaction closed by August 31, 2021. The Company is currently targeting closing in the coming weeks, although there is no assurance that the Infrastructure Transaction will close on that timing. The estimated secured debt pay down from the Infrastructure Transaction net proceeds illustrated herein reflects full pay down of the Priming Term Loan and pro rata pay down of all other secured debt under the Credit Agreement. As disclosed in the other Cleansing Material (as defined in the Company’s Current Report on Form 8-K to which these materials are attached as an exhibit), the Restructuring Support Agreement contemplates inter-lender turnovers of Infrastructure Transaction net proceeds which are not reflected on this slide. Please refer to the other Cleansing Material for additional details. (2) $275mm Priming Term Loan plus ~$4mm estimated PIK interest. Priming Term Loan matures on the earlier of (i) closing of the Infrastructure Transaction and (ii) first anniversary of the closing date. (3) Estimated amount outstanding including 1% prepayment premium (4) Based on 1.18x EUR / USD spot rate. (5) Excludes outstanding letters of credit of $[4.7]mm, which have been cash collateralized at 105% of the face amount thereof. (6) Based on the estimated mark-to-market as of 8/30/21 of the secured swaps assuming crystallization of the claims (7) Principal amount outstanding (8) Potential release of holdback excluded for purposes of this illustration. (9) Pursuant to the amended Infrastructure SPA, the parties have agreed to a €20mm purchase price reduction and a €70mm Deferred Consideration to be released upon the Company’s emergence from chapter 11. Under the terms of the RSA, the Deferred Consideration would be paid to holders of the Company’s prepetition secured debt. (10) Estimated Professional Fees, Tax & Others include the Company’s current estimates of Infrastructure Transaction advisor fees, taxes and potential purchase price adjustments (i.e., net debt adjustment, working capital adjustment, EBITDA adjustment). These estimates are preliminary and subject to material change. (11) 3% exit fee payable on Priming Term Loan at the time of the repayment. (12) TBD amount based on the lesser of (A) the amount by which Effective Date Liquidity exceeds $100mm and (B) the amount by which the aggregate amount of Cash and Cash Equivalents (as defined in the Credit Agreement) (excluding Restricted Cash) of the Reorganized Company on the Plan Effective Date exceeds $25mm. 27 Illustrative As Adjusted Capital Structure Overview Illustrative Infrastructure Transaction Net Proceeds: Illustrative Estimated As Adjusted Capital Structure as of 8/31/20211 ($mm) Headline Purchase Price $2,150 (-) Earn-out (130) Aggregate Base Purchase Price $2,020 (-) Escrow / Holdback8 (75) (-) €20M Purchase Price Reduction4,9 (24) (-) €70M Deferred Consideration4,9 (83) (-) Estimated Fees, Tax & Others10 (136) (-) Estimated Priming Term Loan Exit Fee11 (8) (-) Proceeds Retained by Company for Liquidity (35) Estimated Proceeds to GTT at Close $1,659 (+) €70M Deferred Consideration4,9 83 (+) Excess CF Sweep / (Liquidity Need for $25M Min. Cash)12 TBD Aggregate Estimated Proceeds to GTT $1,742

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Cash Flow Forecast Update

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 29 8/12/2021 Cash Flow Forecast Key Assumptions General Overview • The following cash flow forecast is based on the forecast delivered pursuant to the Priming Facility Credit Agreement on August 12th, 2021. The forecast has been updated for the latest estimates of InfraCo Net Proceeds and anticipated distributions to creditors. • For illustrative purposes only, this forecast assumes the Infrastructure Transaction closed on August 31st, 2021, the Company makes a consensual chapter 11 filing on September 30th, 2021 and a chapter 11 plan of reorganization becomes effective in March 2022. The Company is currently targeting closing of the Infrastructure Transaction in the coming weeks after signing of the RSA, although there is no assurance that the Infrastructure Transaction will close on that timing. • The forecasts assumes $35mm in proceeds will be retained from InfraCo Net Proceeds. Operating Assumptions • Revenue, expense, and CapEx assumptions are consistent with the forecast delivered pursuant to the Priming Facility Credit Agreement on August 12th, 2021. • Billings seasonality is forecast based on historical billings data. • Weekly collections timing based on historical collections terms. • AP payment terms are held constant over the forecast period. Non-Ordinary Course Disbursements • Includes one-time professional fees related to debt restructuring and the InfraCo separation as well as a one-time tax payment related to prior year taxes. Debt & Interest Assumptions • US TL, EMEA TL, and 2020 EMEA TL are all paid quarterly at interest rates of L+2.75%, E+3.25%, and L+4.25% respectively. A EURIBOR / LIBOR floor of 0.00% is assumed for each facility. • RCF interest is paid quarterly at L+2.75% with a 0.00% LIBOR floor. • Priming facility interest is assumed to be paid monthly at L+5.00% with a 1.00% LIBOR floor. PIK interest of 2.50% is accrued monthly. • Post-petition default interest is included on all secured debt. • No principal payments are forecast to be paid post-petition. • Swaps are assumed to crystalize immediately prior to the InfraCo Transaction at a balance equal to the last reported MTM (July 2021) less anticipated swap payments from August. Assumes adequate protection for the swaps in the form of cash interest payments at the non-default RCF interest rate. InfraCo Proceeds • Assumes no €90mm German Tax Holdback but Infrastructure Transaction proceeds at closing are reduced by a €70mm holdback and €20mm reduction in purchase price, with 100% of the €70mm released on the effective date of the plan of reorganization.

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Cash Flow Sensitivity Forecast CF Cumulative GAAP Metrics(1) Period(2) Net Cash Used in Operating Activities (28)$ Net Cash Provided By Investing Activities 1,723 Net Cash Used In Financing Activities (1,749) Net (Decrease) Increase In Cash, Cash Equivalents, & Restricted Cash (54)$ Plus: Restricted Cash Adjustments 5 Net Consolidated Cash Flows (49)$ Act /Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst USD in millions 08/13/21 08/20/21 08/27/21 09/03/21 09/10/21 09/17/21 09/24/21 10/01/21 10/08/21 10/15/21 10/22/21 10/29/21 11/05/21 Total Consolidated Ordinary Course Operating Cash Flows Receipts 29$ 33$ 30$ 31$ 23$ 27$ 23$ 32$ 23$ 28$ 24$ 32$ 24$ 359$ Non-Payroll Operating Disbursements (28) (29) (25) (30) (21) (21) (23) (25) (20) (18) (18) (18) (14) (292) Payroll (6) (1) (8) (5) (3) (2) (6) (11) - (2) (3) (6) (3) (55) Consolidated Ordinary Course Operating Cash Flows (4) 3 (3) (5) (1) 5 (6) (5) 3 8 3 8 7 12 Consolidated Non-Ordinary Course Disbursements Non-Ordinary Course Disbursements (4) (3) (1) (3) (1) (19) (2) (5) - (4) - - 1 (40) Consolidated Non-Ordinary Course Disbursements (4) (3) (1) (3) (1) (19) (2) (5) - (4) - - 1 (40) Consolidated Financing Cash Flows Interest & Fees (1) - - (9) - - - (12) - - - - - (23) Principal Payments - - - - - - - (7) - - - - - (7) InfraCo Net Proceeds - - - 1,694 - - - - - - - - - 1,694 InfraCo Debt Paydown - - - (1,659) - - - - - - - - - (1,659) Consolidated Financing Cash Flows (1) - - 26 - - - (19) - - - - - 5 Net Consolidated Cash Flows (9) 0 (4) 18 (2) (14) (8) (29) 3 4 3 8 8 (23) Cash & Liquidity Beginning Consolidated Cash 136 127 127 123 136 134 119 112 83 86 89 92 100 136 Net Consolidated Cash Flows (9) 0 (4) 18 (2) (14) (8) (29) 3 4 3 8 8 (23) Restricted Cash Adjustments - - - (5) - - - - - - - - - (5) Ending Consolidated Cash 127 127 123 136 134 119 112 83 86 89 92 100 108 108 Restricted Cash / Payment Float (12) (12) (12) (7) (7) (7) (7) (7) (7) (7) (7) (7) (7) (7) Ending Consolidated Available Cash 115 115 111 129 126 112 105 76 78 82 85 93 101 101 (1) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Non-GAAP Financial Measures” on slide 6 and “Non-GAAP Reconciliations” on slide 36. (2) Reflects cumulative cash flows from 8/7/2021 to 4/1/2022. 30 Weekly Cash Flow Forecast

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 31 Monthly Cash Flow Forecast (1) (1) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Non-GAAP Financial Measures” on slide 6 and “Non-GAAP Reconciliations” on slide 36. (2) Reflects cumulative cash flows from 8/7/2021 to 4/1/2022. Month Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Act /Fcst Fcst* Fcst Fcst Fcst Fcst Fcst Fcst Fcst Fcst USD in millions 09/03/21 10/01/21 10/29/21 12/03/21 12/31/21 01/28/22 02/25/22 04/01/22 Total Consolidated Ordinary Course Operating Cash Flows Receipts 123$ 105$ 107$ 121$ 95$ 112$ 112$ 125$ 900$ Non-Payroll Operating Disbursements (113) (90) (76) (87) (75) (79) (79) (98) (695) Payroll (19) (23) (11) (16) (15) (11) (13) (28) (137) Consolidated Ordinary Course Operating Cash Flows (9) (7) 21 18 5 22 20 (1) 68 Consolidated Non-Ordinary Course Disbursements Non-Ordinary Course Disbursements (10) (27) (4) (3) (7) (4) (4) (26) (85) Consolidated Non-Ordinary Course Disbursements (10) (27) (4) (3) (7) (4) (4) (26) (85) Consolidated Financing Cash Flows Interest & Fees (11) (12) - - (19) - - (19) (60) Principal Payments - (7) - - - - - - (7) InfraCo Net Proceeds 1,694 - - - - - - 83 1,777 InfraCo Debt Paydown (1,659) - - - - - - (83) (1,742) Consolidated Financing Cash Flows 24 (19) - - (19) - - (19) (32) Net Consolidated Cash Flows 5 (53) 18 14 (20) 18 16 (46) (49) Cash & Liquidity Beginning Consolidated Cash 136 136 83 100 115 94 112 128 136 Net Consolidated Cash Flows 5 (53) 18 14 (20) 18 16 (46) (49) Restricted Cash Adjustments (5) - - - - - - - (5) Ending Consolidated Cash 136 83 100 115 94 112 128 82 82 Restricted Cash / Payment Float (7) (7) (7) (7) (7) (7) (7) (7) (7) Ending Consolidated Available Cash 129 76 93 108 87 105 121 75 75 *August reflects cash flows for week ending 8/13/2021 - 9/3/2021. Cash Flow Sensitivity Forecast CF Cumulative GAAP Metrics(1) Period(2) Net Cash Used in Operating Activities (28)$ Net Cash Provided By Investing Activities 1,723 Net Cash Used In Financing Activities (1,749) Net (Decrease) Increase In Cash, Cash Equivalents, & Restricted Cash (54)$ Plus: Restricted Cash Adjustments 5 Net Consolidated Cash Flows (49)$

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Appendix

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS R ev en ue Ex pe ns e C ap ex Cost of Revenue • Through network grooming/optimization and other cost takeout initiatives, the forecast assumes gradual margin improvement via a reduction in cost of revenue, improving gross margin from 39.4% in 2021 to 43.2% in 2025 Bookings and Churn Forecasts • Following a decline in 2021, consolidated bookings projected to stabilize in 2022 and see gradual growth over 2023 – 2025 driven by new key leadership and growth in the indirect sales channel • Customer churn forecasted to improve over 2021-2022 and stabilize through rest of forecast period due to improved focus on customer experience and satisfaction driven by customers upgrading to new GTT products Capital Expenditure • Capex assumed to be 5% of revenue during the forecast period (3% maintenance, 2% success-based). ~60% of maintenance capex in the forecast period represents capitalized labor RemainCo Projections Key Assumptions Selling, General and Administrative Expense • Headcount expense during the forecast period will be managed in line with current present cost levels. The company is currently evaluating incremental capital spend on improved systems development that would reduce headcount expense during the forecast period • Non-headcount expense (excluding agent commissions and rent expense) remains flat as a % of revenue during the forecast period (~4.4%) • Given the focus on growing sales via the indirect channel, Agent commissions increase approximately 50% during the forecast period G en er al A ss um pt io ns Basis of Presentation • No aspect of the ongoing accounting review or restatement work has been reflected in the figures herein. Additionally, any InfraCo figures are preliminary, not reflective of final separation/carveout financial statements, and could change materially Infrastructure Transaction • Assumes the Infrastructure transaction closed on August 31, 2021 • As Adjusted RemainCo financials do not include forecasted January-August 2021 InfraCo adjusted EBITDA of $57.8M • As Adjusted RemainCo financials adjusted for RemainCo / InfraCo post-transaction considerations including: • $23.6M annual vendor payment from RemainCo to InfraCo • $3.6M annual customer payment from InfraCo to RemainCo • $10M of additional customer contract to flow to InfraCo Other • Assumes no interest payments on the Notes during 2021 33

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 34 USD in millions (1) Includes previously reported results and preliminary unaudited results subject to material revision based on the results of the Company’s ongoing Review, restatement of the Non-Reliance Periods and completion of the financial closing procedures, as applicable. Please see "Important Disclaimers Regarding Financial and Other Information in These Materials" on slide 4 for important cautionary information regarding the Company’s previously issued financial statements and other disclosures. (2) FY 2021 adjusted EBITDA and CapEx figures are presented on a basis that is adjusted to reflect full year financials for RemainCo as if the Infrastructure Transaction closed in a prior period. CapEx does not include approximately $40M in InfraCo spend through 8/31/21. Note unlevered free cash flow for 2021 including InfraCo is ($27M). (3) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Key Assumptions” on slide 33 and “Non-GAAP Financial Measures” on slide 6. Non-GAAP Reconciliations Full Company RemainCo RemainCo Forecast (3) InfraCo(3) Adjusted EBITDA 2016 2017 2018 2019 2020E (1) 2020E (1) 2021P(2) 2022P 2023P 2024P 2025P Jan-Aug 2021P Net Income (Loss) 5.3$ (71.5)$ (243.4)$ (105.9)$ (232.6)$ (346.3)$ (333.0)$ (18.6)$ 3.9$ 22.5$ 49.2$ (121.2)$ Income tax (benefit) expense 3.9 17.3 (5.5) 3.2 (4.2) (4.2) 22.0 12.0 12.0 12.0 12.0 4.6 Other (income) loss, net 0.6 (0.2) 127.9 31.3 (7.1) (7.1) - - - - - - Loss on debt extinguishment 1.6 8.6 13.8 - 14.9 14.9 - - - - - - Interest expense, net 29.4 71.2 146.9 194.7 188.2 188.2 154.8 74.5 73.5 72.5 71.3 32.2 Depreciation & amortization 62.8 132.6 211.4 248.8 264.1 264.1 225.8 138.6 151.2 164.4 166.6 114.8 Severance, restructuring and other exit costs 0.9 22.4 37.1 13.0 9.3 9.3 - - - - - - Transaction, integration and other costs 4.8 19.1 40.5 23.0 59.1 59.1 131.4 - - - - 27.3 Non-cash compensation 15.8 22.2 34.4 31.2 28.1 28.1 - - - - - - Adjusted EBITDA 125.1$ 221.7$ 363.1$ 439.3$ 319.8$ 206.0$ 201.0$ 206.5$ 240.6$ 271.4$ 299.1$ 57.8$ RemainCo RemainCo Forecast (3) Adjusted SG&A 2020E (1) 2021P(2) 2022P 2023P 2024P 2025P Selling, General & Administrative Expense 396.8$ 420.4$ 290.5$ 299.0$ 306.6$ 311.9$ Non-cash compensation (28.1) - - - - - Transaction, integration and other costs (59.1) (131.4) - - - - Adjusted Selling, General & Administrative Expense 309.7$ 289.0$ 290.5$ 299.0$ 306.6$ 311.9$ Full Company(3) RemainCo Forecast (3) Unlevered Free Cash Flow 2021P 2021P(2) 2022P 2023P 2024P 2025P Net cash provided by (used in) operating activities (35.9)$ (113.6)$ 112.6$ 153.4$ 186.1$ 215.2$ Cash interest 150.5 150.5 74.5 73.5 72.5 71.3 Purchase of property & equipment (102.0) (61.6) (61.4) (64.4) (67.8) (70.7) Unlevered Free Cash Flow 12.6$ (24.7)$ 125.6$ 162.5$ 190.9$ 215.8$ RemainCo Forecast (3) Unlevered Free Cash Flow Excluding One Time Charges 2021P(2) 2022P 2023P 2024P 2025P Net cash provided by (used in) operating activities (113.6)$ 112.6$ 153.4$ 186.1$ 215.2$ Cash interest 150.5 74.5 73.5 72.5 71.3 Purchase of property & equipment (61.6) (61.4) (64.4) (67.8) (70.7) Professional fees 112.4 - - - - Infrastructure business transition 6.3 - - - - Retention 9.1 - - - - Other 3.5 - - - - Unlevered Free Cash Flow Excl. One Time Charges 106.7$ 125.6$ 162.5$ 190.9$ 215.8$

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS 35 USD in millions (1) Includes preliminary unaudited results subject to material revision based on the results of the Company’s ongoing Review, restatement of the Non-Reliance Periods and completion of the financial closing procedures, as applicable. Please see "Important Disclaimers Regarding Financial and Other Information in These Materials" on slide 4 for important cautionary information regarding the Company’s preliminary unaudited results and other disclosures. (2) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, “Key Assumptions” on slide 33 and “Non-GAAP Financial Measures” on slide 6. Non-GAAP Reconciliations (Cont.) Full Company Adjusted EBITDA Q1 2021E(1) Q1 2021P(2) Q2 2021E(1) Q2 2021P(2) Net Income (Loss) (58.0)$ (70.9)$ (50.3)$ (75.3)$ Income tax (benefit) expense - 3.0 - 3.0 Other (income) loss, net (8.8) - (27.7) - Loss on debt extinguishment - - - - Interest expense, net 47.3 45.4 49.7 47.4 Depreciation & amortization 67.4 67.3 67.3 68.7 Severance, restructuring and other exit costs 0.4 - 0.4 - Transaction, integration and other costs 30.2 34.6 32.5 35.1 Non-cash compensation 3.6 - 3.0 - Adjusted EBITDA 82.0$ 79.4$ 74.9$ 78.9$ Full Company Adjusted SG&A Q1 2021E(1) Q1 2021P(2) Q2 2021E(1) Q2 2021P(2) Selling, General & Administrative Expense 115.9$ 118.2$ 125.6$ 118.0$ Non-cash compensation (3.6) - (3.0) - Transaction and integration costs (17.9) (31.1) (18.8) (31.6) Non-recurring advisor fees (9.6) (0.8) (11.3) (0.8) Retention bonus accrual (2.5) (2.3) (2.6) (2.3) Other cost (0.2) (0.4) 0.2 (0.4) Adjusted Selling, General & Administrative Expense 82.1$ 83.6$ 90.1$ 82.9$

SUBJECT TO CHANGE AS A RESULT OF ACCOUNTING REVIEW, NON-RELIANCE DETERMINATION AND RELATED MATTERS Cash Flow Sensitivity Forecast CF Non-GAAP Reconciliations Period(1)(2) Net Cash Used In Operating Activities (28)$ Plus: Interest & Fees 60 Less: Capital Expenditures (49) Consolidated Non-Ordinary Course Disbursements(3) 85 Consolidated Ordinary Course Operating Cash Flows 68$ Net Cash Provided By Investing Activities 1,723$ Net Cash Used In Financing Activities (1,749) Net cash provided by financing & investing activities (26)$ Plus: Capital Expenditures 49 Less: Interest & Fees (60) Plus: Restricted Cash Adjustments 5 Consolidated Financing Cash Flows (32)$ 36 Non-GAAP Reconciliations (Cont.) (1) Reflects cumulative cash flows from 8/7/2021 to 4/1/2022. (2) The projections on this slide are based on illustrative assumptions as described herein, which assumptions may not be accurate. See “Cautionary Note Regarding Forward-Looking Statements” on slide 2, “Important Disclaimers Regarding Financial and Other Information in These Materials” on slide 4, and “Non-GAAP Financial Measures” on slide 6. (3) Consolidated Non-Ordinary Course Disbursements consists of professional fees and one time tax payments. USD in millions