AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 28, 2020 (this
"Amendment"), to that certain Credit Agreement, dated as of May 31, 2018 (as
amended, supplemented or otherwise modified from time to time prior to the date
hereof, the "Credit Agreement"; each capitalized term used in this Amendment
that is not defined herein has the meaning assigned thereto in the Credit
Agreement), among GTT Communications, Inc., a Delaware corporation, as the U.S.
Borrower, GTT Communications B.V., a company organized under the laws of the
Netherlands, as the EMEA Borrower, various financial institutions from time to
time parties thereto as lenders (the "Lenders") and KeyBank National
Association, as the administrative agent (the "Administrative Agent").
WHEREAS, the Credit Agreement provides that the EMEA Borrower may from time to
time request Incremental Term Loan Commitments to make Other Term Loans in
accordance with Section 2.17 thereof; and
WHEREAS, pursuant to Section 2.17 of the Credit Agreement, the EMEA Borrower
desires to obtain Incremental Term Loan Commitments for Other Term Loans as
hereinafter set forth, and the Persons set forth on Schedule I hereto (the "2020
EMEA Term Lenders") are willing to provide such Incremental Term Loan
Commitments and Other Term Loans on the terms, and subject to the conditions,
set forth herein (such Incremental Term Loan Commitments, the "2020 EMEA Term
Commitments" and, such Other Term Loans, the "2020 EMEA Term Loans").
NOW, THEREFORE, in consideration of the premises, agreements, provisions and
covenants contained herein, the parties hereto hereby agree as follows:
1.Pursuant to Section 2.17 of the Credit Agreement, the EMEA Borrower has
requested 2020 EMEA Term Commitments in an aggregate principal amount of
$140,000,000 and that such 2020 EMEA Term Commitments become effective on the
Effective Date (as defined below). The EMEA Borrower has also requested that the
Administrative Agent waive the minimum 15 day time period required pursuant to
Section 2.17(a)(ii) of the Credit Agreement prior to the effectiveness of the
2020 EMEA Term Commitments (the "Specified Notice Period").
2.Pursuant and subject to Section 2.17 of the Credit Agreement and this
Amendment, each 2020 EMEA Term Lender hereby severally and not jointly agrees to
commit to provide its 2020 EMEA Term Commitment set forth on Schedule 1 on the
Effective Date, on the terms and subject to the conditions set forth in this
Amendment. In addition, the Administrative Agent, in its capacity as such,
hereby waives the Specified Notice Period and agrees that the 2020 EMEA Term
Commitments to be provided hereunder may be effective on the Effective Date.
3.Upon the occurrence of the Effective Date, (i) each 2020 EMEA Term Lender
shall provide its 2020 EMEA Term Commitment as set forth on Schedule 1 hereto to
the EMEA Borrower on the Effective Date, (ii) the aggregate amount of 2020 EMEA
Term Commitments shall be $140,000,000, (iii) the 2020 EMEA Term Commitments and
the 2020 EMEA Term Loans made thereunder shall be "EMEA Term Commitments" and
"EMEA Term Loans", respectively, and shall