Second Amendment to the Facility Agreement, dated as of December 15, 2021, by and among AP WIP International Holdings, LLC, as borrower, AP WIP Investments, LLC, as parent, AP Service Company, LLC, as servicer, Goldman Sachs Lending Partners LLC, as agent for the finance parties, GLAS Trust Corporation Limited, as security agent for the secured parties, and Telecom Credit Infrastructure Designated Activity Company, as original lender

1.  Definitions and interpretation

2.  Amendments to the Original Facility Agreement

3.  Action By The Lender Hereunder

4.  Continuity

5.  Security and Guarantees

6.  Representations

7.  Miscellaneous

8.  Third party rights

9.  Incorporation of provisions from the original facility Agreement

10.  Governing law and jurisdiction

AP WIP INVESTMENTS, LLC, a company formed under the laws of the State of Delaware, U.S.A., with limited liability (registered number ###-###-####) (the “Parent”);

AP WIP INTERNATIONAL HOLDINGS, LLC, a company formed under the laws of the State of Delaware, U.S.A., with limited liability (registered number ###-###-####) (the “Borrower”);

AP SERVICE COMPANY, LLC, a company formed under the laws of the State of Delaware, U.S.A., with limited liability (registered number ###-###-####) (the “Servicer”);

GOLDMAN SACHS LENDING PARTNERS, LLC as agent of the other Finance Parties (the “Agent”);

GLAS TRUST CORPORATION LIMITED, a limited company incorporated and registered in England and Wales, not in its individual capacity but solely as security agent for the Secured Parties (the “Security Agent”); and

TELECOM CREDIT INFRASTRUCTURE DESIGNATED ACTIVITY COMPANY as lender (the “Original Lender”).

The Parent, Borrower, Servicer, Agent, Security Agent and the Original Lender entered into a facility agreement dated 24 October 2017 pursuant to which the Original Lender agreed to make available to the Borrower a term loan facility consisting of a Tranche A Loan (made available in Euro) and a Tranche B Loan (made available in Sterling) (the “Facility Agreement”).

The parties agreed, subject to the terms of an amendment agreement dated 26 August 2020, to amend the Facility Agreement as set out in therein (the Facility Agreement as amended by the first amendment agreement being the “Original Facility Agreement”).

The parties have further agreed, subject to the terms of this Agreement, to amend the Original Facility Agreement as set out in this Agreement.

This Agreement is supplemental to the Original Facility Agreement and will be designated as a Finance Document.

DEFINITIONS AND INTERPRETATION

In this Agreement:

“Effective Date” means the date on which the Agent notifies the Borrower that it has received all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Agent.

Unless otherwise provided including, without limitation in this Clause 1 or unless the context otherwise requires, terms defined in the Original Facility Agreement shall have the same meaning when used in this Agreement.

The rules of interpretation of the Original Facility Agreement shall apply to this Agreement as if set out in this Agreement, save that references in the Original Facility Agreement to “this agreement” shall be construed as references to this Agreement.

Unless the context otherwise requires, references in the Original Facility Agreement to “this agreement” shall be to the Original Facility Agreement as amended by this Agreement.

In this Agreement:

any reference to a “Clause” is, unless the context otherwise requires, a reference to a clause of this Agreement; and

Clause headings are for ease of reference only.

This Agreement is hereby designated a Finance Document by the Borrower and the Agent.

AMENDMENTS TO THE ORIGINAL FACILITY AGREEMENT

Each of the parties to this Agreement agrees that, with effect on and from the Effective Date, the Original Facility Agreement will be amended by this Agreement as set out in this Clause 2.

The Original Facility Agreement will only be amended if the Agent has received all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Agent or receipt of such documents and evidence has been waived by all the Lenders. The Agent shall notify the Borrower promptly after being so satisfied.

The definition of “Unrestricted Subsidiary” shall be deleted in its entirety and replaced with the following:

For the purposes of Clause 33.2 (Addresses) of the Original Facility Agreement, the Security Agent has notified the Parties of a change of address. Accordingly, the Security Agent’s address for serving notices in the Original Facility shall be deleted in its entirety and replaced by the following:

Schedule 12 of the Original Facility Agreement shall be updated by deleting the core concentration criteria in respect of aggregate of unhedged and unmatched currency and replacing it with the following:

ACTION BY THE LENDER HEREUNDER

CONTINUITY

Each of the Finance Documents (including, without limitation, the guarantee and indemnity of each Obligor) shall, save as amended in this Agreement, continue in full force and effect, and the Original Facility Agreement shall (from the Effective Date) be read and construed as one document with this Agreement.

The rights and obligations of each of the Parties to the Original Facility Agreement and under each of the Finance Documents shall not be discharged, impaired or otherwise affected by this Agreement other than as provided for in this Agreement. Nothing in this Agreement (without prejudice to the terms of the Finance Documents) shall constitute a waiver or release of any right or remedy of the Finance Parties.

SECURITY AND GUARANTEES

any Security or guarantee given by each Obligor under any Finance Document will be preserved for the benefit of each Finance Party to secure the obligations of the relevant Obligors under the Finance Documents (including this Agreement and the Original Facility Agreement as amended by this Agreement) and will continue in full force and effect notwithstanding the implementation of the amendments set out in this Agreement;

the Security created under the Transaction Security Documents continues in full force and effect on the terms of the respective Transaction Security Documents notwithstanding the implementation of the amendments set out in this Agreement; and

each Obligor’s liabilities and obligations arising under the Original Facility Agreement as amended by this Agreement form part of the Secured Obligations (as defined in the Transaction Security Documents).

REPRESENTATIONS

MISCELLANEOUS

THIRD PARTY RIGHTS

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement. The Account Bank shall have the right to enforce or enjoy the benefit of any term of this Agreement expressed to benefit the Account Bank.

Subject to Clause 37.3 (Other Exceptions) in the Original Facility Agreement but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

INCORPORATION OF PROVISIONS FROM THE ORIGINAL FACILITY AGREEMENT

GOVERNING LAW AND JURISDICTION

Governing Law

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to its existence, validity or termination and any non-contractual obligation arising out of or in connection with it) (a “Dispute”).

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 10.2 is for the benefit of the Finance Parties and Secured Parties only. As a result, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.

A copy of the Constitutional Documents and the certificate of incorporation and by-laws (or similar constitutional documents) of each Obligor (or, in the case of any Obligor, if such documents have not changed since the date of their delivery to the Agent and remain in full force and effect, a certificate of the relevant Obligor (signed by an authorised signatory) confirming the same).

A copy of a resolution or similar authorising document of the governing body and members of each Obligor:

approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute, deliver and perform the obligations in this Agreement;

authorising a specified person or persons, on its behalf, to execute this Agreement; and

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement.

A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to this Agreement and any related documents (or, in the case of any Obligor, if the list of such persons (and the signature specimens of such persons) has not changed since the date of their delivery to the Agent and remains in full force and effect, a certificate of the relevant Obligor (signed by an authorised signatory) confirming the same).

A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

A good standing certificate or similar certificate for each Obligor from the Office of the Secretary of State of the State of Delaware dated a date reasonably close to the Effective Date.

Finance Documents

This Agreement executed by each Obligor.

Legal Opinions

A legal opinion of Schulte Roth & Zabel International LLP, as to English law substantially in the form distributed to the Lender prior to the signing of this Agreement.

A legal opinion of Schulte Roth & Zabel LLP, legal advisers to the Obligors as to New York and Delaware law.

AP WIP INTERNATIONAL HOLDINGS, LLC

By: /s/ Scott G. Bruce                                        

Title: President

Fax: +1 ###-###-####

Email: ***@***

Attn: Scott G. Bruce

The Parent

AP WIP INVESTMENTS, LLC

By: /s/ Scott G. Bruce                                             

Title: President

Address: 3 Bala Plaza East, Suite 502

Bala Cynwyd, PA 19004

Fax: +1 ###-###-####

Email: ***@***

Attn: Scott G. Bruce

The Servicer

AP SERVICE COMPANY, LLC

By: /s/ Scott G. Bruce                                        

Title: President

Address: 3 Bala Plaza East, Suite 502

Bala Cynwyd, PA 19004

Fax: +1 ###-###-####

Email: ***@***

Attn: Scott G. Bruce

The Agent, acting for the Finance Parties

Douglas Tansey

Authorized Signatory

Address: Goldman Sachs Lending Partners LLC

2001 Ross Ave, 29th Floor

Dallas, TX 75201

Telephone: 972 ###-###-####

Fax:   Facsimile: (646) 769-7829

E-mail: ***@***

Attn:    Attention: SBD Operations

With a copy to:

Goldman Sachs Lending Partners LLC

200 West Street

New York, NY 10282

Attention: Bank Debt Portfolio Group

GLAS TRUST CORPORATION LIMITED, as Security Agent

Paul Cattermole

Address: 55 Ludgate Hill

Level 1 West

London, EC4M 7JW

Fax:   +44 (0) 20 3070 0013

Attn:    Manager DCM, AP WIP

Rolando Ebuna

Lester Almojuela

Director