EX-10.12





 Exhibit 10.12 

EXECUTION VERSION 
 AMENDMENT 

TO 
 DWIP LOAN AND
SECURITY AGREEMENT 
 This Amendment to the DWIP Loan and Security Agreement (this “Amendment”) is entered into as of
October 16, 2018 (the “Amendment Date”), by and between AP WIP Holdings, LLC, a Delaware limited liability company (the “Borrower”), certain of its subsidiaries as Asset Companies, Operating Companies signatory
hereto, and Holdings Companies, AP Service Company, LLC, a Delaware limited liability company, as Servicer, Midland Loan Services, a division of PNC Bank, National Association, as Backup Servicer (“Backup Servicer”),
Guggenheim Corporate Funding, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (and such persons that become lenders) (each such lenders, a “Lender” and
collectively, the “Lenders”), the Lenders a party hereto, Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”), as calculation agent (in such capacity, the
“Calculation Agent”) and as paying agent (in such capacity, the “Paying Agent”). 

RECITALS 

A. The Borrower entered into that certain DWIP Loan and Security Agreement dated August 12, 2014 (as the same may from time to
time be amended, modified, supplemented or restated, the “Loan Agreement”). 
 B. The Borrower has requested that the
Lenders amend the Loan Agreement to (i) extend the Maturity Date to October 16, 2023 subject to the Maturity Extension Condition (as defined below), (ii) lower the Interest Rate to 4.25%, (iii) update the definition of Yield Maintenance to
align it with the new Maturity Date and (iv) make certain other revisions to the Loan Agreement as more fully set forth herein. 

C. As required by Section 14.3 of the Loan Agreement, the Administrative Agent and the Majority Lenders have agreed to so amend
certain provisions of the Loan Agreement to address the Borrower’s requests in B. above, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

 D. The Loan Parties are entering into this Amendment with the understanding and agreement that, except as specifically provided
herein, none of the Paying Agent’s, Calculation Agent’s, Collateral Agent’s, Backup Servicer’s or Lenders’ rights or remedies as set forth in the Loan Agreement or other Loan Documents are being waived or modified by the
terms of this Amendment. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the
foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 

1. Definitions. Capitalized terms used hut not defined in this Amendment shall have the meanings given to them in the Loan
Agreement 

  
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 EXECUTION VERSION 
  

 2. Amendments to Loan Agreement. 

2.1 Each of the parties to this Amendment agrees that, with effect on and from the Amendment Date, the Loan Agreement will be amended by
this Amendment as set out in this Section 2. Each of the Loan Parties, the Administrative Agent and the Lenders agree and acknowledge that as of the date of the last report delivered by the Servicer prior to the date hereof, the outstanding
principal amount under the Loan Agreement was $102.6 million. 
 2.2 Definition of Maturity Date. Section 1.1 of the Loan
Agreement shall be amended by replacing and amending and restating the definition of “Maturity Date” with the following: 
 2.3
“Maturity Date” for the Note, as of the date hereof, is October 16, 2023, or as otherwise amended, modified or restated, on which the final payment of principal of such Note becomes due and payable as provided
herein, whether at such stated Maturity Date, by acceleration, or otherwise, provided that if the Administrative Agent on behalf of the Lenders shall not have received a confirmation or delivery of at least a BBB rating from Fitch (the
“Maturity Extension Condition”) by December 15, 2018 , the Maturity Date shall, automatically and without further action of any party, revert to August 12, 2019 until such time as the Maturity Extension Conditions is
satisfied prior to March 31, 2019. For the avoidance of doubt, if the Maturity Extension Condition is met at any time after December 15, 2018 and prior to March 31, 2019, the Maturity Date shall, automatically and without further
action of any party, extend to October 16, 2023. Further, in the event that the Administrative Agent does not receive a confirmation or delivery of at least a BBB rating from Fitch in accordance with the foregoing, on December 15,
2018 (or shortly thereafter) the Administrative Agent shall provide written notice to the Paying Agent, the Calculation Agent and the Collateral Agent confirming such Maturity Date for the Note; provided that, if the Maturity Date is changed after
the Administrative Agent has delivered such written notice, the Administrative Agent shall send a subsequent written notice to the Paying Agent, the Calculation Agent and the Collateral Agent confirming such Maturity Date for the Note. 

2.4 Definition of Yield Maintenance. Section 1. I of the Loan Agreement shall be amended by replacing and amending and restating
the definition of “Yield Maintenance” with the following: 
 “Yield Maintenance” means, with respect to a
prepayment to be made prior to the satisfaction of Maturity Extension Condition, zero, and after the satisfaction of the Maturity Extension Condition, (i) from the Closing Date to any date on or before 24 months after October 16, 2018, 3%
of the amount to be repaid, (ii) from 24 months after October 16, 2018 and on or before 36 months after October 16, 2018, 2% of the amount to be repaid, (iii) from 36 months after October 16, 2018 and on or before 60 months
after October 16, 2018, 1% of the amount to be repaid, and (iv) from 60 months after October 16, 2018 and thereafter, zero. 

  
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 EXECUTION VERSION 
  

 2.5 Interest Rate. Section 2.3(B) of the Loan Agreement shall be amended by
replacing and amending and restating Section 2.3(B) with the following: 
 (B) Rate of Interest. The “Interest
Rate” shall mean 4.50% for the Allocated Loan Amount, provided that, beginning on October 16, 2018 and thereafter, the “Interest Rate” shall mean 4.25% for the Allocated Loan Amount; provided further than
upon the occurrence and during the continuance of an Event of Default, the Interest Rate shall he the Default Rate. 
 2.6 All
amendments set forth in this Section 2 shall automatically (without any further action or execution) amend and update any other Loan Documents, including the Note, to provide for the amendments set forth herein. 

2.7 Cooperation. If Fitch does not re-affirm at least a BBB rating upon their review, the
Borrower agrees to take such commercial reasonable actions with the Administrative Agent to further amend the Loan Agreement to satisfy at least a BBB rating. As of the date of the last rating prior to this Amendment, the rating by Fitch is BBB
(“July WIP 2018 Affirmation”). 
 3. Limitation of Amendments. 

3.1 This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Loan Documents except as expressly
stated herein and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which any Lender may now have or may
have in the future under or in connection with any Loan Document. Except as expressly amended hereby, the provisions of the Loan Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.
This Amendment shall constitute a “Loan Document” for all purposes of the Loan Agreement and the other Loan Documents. 
 3.2
Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) all conditions, terms, representation, warranties, covenants and agreements contained in each Loan Document to which it is a
party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment, (ii) this Amendment shall not constitute a novation of the Loan Agreement or any other Loan Document and (ii) its
guarantee of the Obligations under each Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Loan Documents. 

3.3 Any terms or conditions in the Loan Agreement not otherwise addressed herein shall apply to this Amendment in the same manner it
applies to the Loan Agreement, including without limitation, the “Applicable Law”, “Consent to Jurisdiction”, “Waiver of Jury Trial”, and “Confidentiality” sections of the Loan Agreement. 

3.4 Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”,
“hereunder”, “hereof’ or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement”, “thereof’ or words of like import referring to the Loan
Agreement, shall mean and he a reference to the Loan Agreement as modified and amended hereby. 

  
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 EXECUTION VERSION 
  

 4. Conditions Precedent. The effectiveness of this Amendment is subject to the
following conditions precedent: 
 4.1 the execution and delivery of this Amendment by the Borrower, the Administrative Agent and the
Majority Lenders; 
 4.2 the Lenders shall have received all other documents and legal matters in connection with the transactions
contemplated by this Amendment and such documents shall have been delivered or executed and shall be in form and substance satisfactory to the Administrative Agent and the Majority Lenders. 

4.3 The Borrower shall have paid to the Administrative Agent, for the account of each Lender, any fees due as of the Amendment Date.

 4.4 The Borrower shall have paid to the Backup Servicer, the Paying Agent, the Calculation Agent and the Collateral Agent, any fees
due as of the Amendment Date (including the fees of its counsel incurred in connection with this Amendment). 
 4.5 The
representations and warranties set forth in this Amendment and the other Loan Documents shall be true and correct in all material respects as of the Amendment Date, with the same effect as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). 

4.6 At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall exist or would result
from this Amendment. 
 5. Representations and Warranties. To induce the Lenders and the Backup Servicer, the Paying Agent, the
Calculation Agent and the Collateral Agent to enter into this Amendment, each Loan Party hereby represents and warrants to each Lender and to the Backup Servicer, the Paying Agent, the Calculation Agent and the Collateral Agent as follows: 

5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are
true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Default or
Event of Default has occurred and is continuing; 
 5.2 The Loan Parties have the power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 5.3 The execution and delivery by
the Loan Parties of this Amendment and the performance by the Loan Parties of their obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

  
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 EXECUTION VERSION 
  

 5.4 The execution and delivery by the Loan Parties of this Amendment and the
performance by the Loan Parties of their obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting the Loan Parties, (b) any contractual restriction
with a Person binding on the Loan Parties, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on the Loan Parties, or (d) the organizational documents of the
Loan Parties 
 5.5 The execution and delivery by the Loan Parties of this Amendment and the performance by each Loan party of its
obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or
authority, or subdivision thereof, binding on the Loan Parties, except as already has been obtained or made; and 
 5.6 This Amendment
has been duly executed and delivered by each Loan Party and constitutes a legal, valid binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 

6. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede
prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan
Documents. 
 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on
separate counterparts, each of which, when executed and delivered, shall be deemed to he an original, and all of which, when taken together, shall constitute but one and the same. The parties agree that a scanned or electronically reproduced copy or
image of this Amendment will be deemed an original and may be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and existence hereof notwithstanding the failure or inability to produce or tender an
original, executed counterpart of this Amendment and without the requirement that the unavailability of such original, executed counterpart of this Amendment first be proven. 

8. Direction. The Administrative Agent hereby confirms that 100% of the Lenders have executed this Agreement. The Administrative
Agent and each Lender hereby instructs and directs the Backup Servicer, the Paying Agent, the Calculation Agent and the Collateral Agent to execute and deliver this Amendment. 

9. Effectiveness. This Amendment shall be deemed effective upon the Amendment Date. 

[Signature page follows.] 
  

  
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 IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above. 

			
	
	AP WIP HOLDINGS, LLC, as Borrower
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary
	
	AP WIP DOMESTIC INVESTMENTS III, LLC, as Holding Company
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary
	
	AP WIP TOWER, LLC, as an Obligor
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary
	
	AP WIP WIRELESS INVESTMENTS I, LLC, as an Obligor
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary
	
	AP WIP UNION HOLDINGS, LLC as an Obligor
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary














			
	175 E. UNION ROAD, LLC, as an Obligor
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary
	
	13500 S. HARLEM AVE, LLC, as an Obligor
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary
	
	AP SERVICE COMPANY, LLC, as Servicer
		
	By:	 	/s/ Scott G. Bruce
	Name: Scott G. Bruce
	Title: Secretary














			
	MIDLAND LOAN SERVICES, a division of PNC Bank, NATIONAL ASSOCIATION, as Backup Servicer
		
	By:	 	/s/ Alan H. Torgler
	Name: Alan H. Torgler
	Title: Vice President Servicing Officer













 
			
	DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Calculation Agent, Collateral
Agent and Paying Agent


 
			
		
	By:	 	 /s/ Lisa Karlsen



 
			
	Name:	 	LISA KARLSEN
	Title:	 	VICE PRESIDENT


 
			
		
	By:	 	 /s/ Lucy Hsieh



 
			
	Name:	 	LUCY HSIEH
	Title:	 	ASSISTANT VICE PRESIDENT















 EXECUTION VERSION 
  


			
	LENDERS:
	
	Delaware Life Insurance Company
	By:	 	Guggenheim Partners Investment Management, LLC as Manager
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	EquiTrust Life Insurance Company
	By:	 	Guggenheim Partners Investment Management, LLC as Advisor
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	First Security Benefit Life Insurance and Annuity Company of New York
	By:	 	Guggenheim Partners Investment Management, LLC as Advisor
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	Guggenheim Life and Annuity Company
	By:	 	Guggenheim Partners Investment Management, LLC as Advisor
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	Horace Mann Life Insurance Company
	By:	 	Guggenheim Partners Investment Management, LLC as Advisor
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	Midland National Life Insurance Company
	By:	 	Guggenheim Partners Investment Management, LLC
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact














			
	North American Company for Life and Health Insurance
	By:	 	Guggenheim Partners Investment Management, LLC
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	Texas Life Insurance Company
	By:	 	Guggenheim Partners Investment Management, LLC as Advisor
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	Wilton Reassurance Company
	By:	 	Guggenheim Partners Investment Management, LLC as Advisor
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	Wilton Reassurance Life Company of New York
	By:	 	Guggenheim Partners Investment Management, LLC as Advisor
		
	By:	 	/s/ Kevin Robinson
	Name: Kevin Robinson
	Title: Attorney-in-Fact
	
	Security Benefit Life Insurance Company
		
	By:	 	/s/ Joseph W. Wittrock
	Name: Joseph W. Wittrock, CFA
	Title: Chief Investment Officer