SECOND FRAMEWORK AGREEMENT LETTER AGREEMENT
This Letter Agreement (this Agreement) is made and entered into as of May 13, 2022, by and among Twilio Inc., a Delaware corporation (Investor), Carlyle Partners V Holdings, L.P., a Delaware limited partnership (Carlyle), and Syniverse Corporation, a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to those terms in the Framework Agreement (as defined below).
R E C I T A L S
WHEREAS, the parties to this Agreement previously entered into that certain Framework Agreement, dated February 26, 2021 (as amended or otherwise modified from time to time, the Framework Agreement);
WHEREAS, the parties to this Agreement now desire to set forth their agreement with respect to certain matters in connection with the Framework Agreement, including modifying and amending the Framework Agreement in certain respects in accordance with the terms and conditions set forth herein and therein.
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties, intending to be legally bound hereby, do agree as set forth herein:
Section 1.1 Framework Agreement. The parties agree that:
(a) The amount described in clause (b) of the definition of Consolidated Total Debt Ratio in the Framework Agreement (Framework EBITDA) is deemed to be $197 million, provided that the Parties acknowledge and agree that if the sum of the dollar amounts to be used for purposes of determining Consolidated EBITDA (as defined in the definitive documentation for the Alternative Transaction Refinancing) for the fiscal quarters ended May 31, 2021, August 31, 2021, November 30, 2021 and February 28, 2022, as set forth in the definition of Consolidated EBITDA in the definitive documentation for the Alternative Transaction Refinancing, is less than $214 million (the aggregate dollar amount of such shortfall, the EBITDA Shortfall), then the Framework EBITDA shall be reduced by the EBITDA Shortfall.
(b) The initial allocation of expenses in the intercompany arrangements to be put in place pursuant to the Pre-Closing Steps shall be consistent with the Quality of Earnings report attached hereto as Exhibit A, and Investor hereby consents to such allocation.
(c) Notwithstanding the listing of the platform known as IDC in Section (v)(A)(4) of the definition of Enterprise Transferred Assets in Exhibit A of the Framework Agreement, the platform known as IDC shall be an Excluded Asset.