SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 1 ¹

GTT Communications, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

362393100

(CUSIP Number)

Charlesbank Capital Partners LLC	Ropes & Gray LLP
200 Clarendon Street, 54th floor	Prudential Tower, 800 Boylston Street
Boston, MA 02116	Boston, MA 02199-3600
Attn: Stephanie Paré Sullivan, Esq.	Attn: Thomas J. Danielski, Esq.
Tel: 617-619-5400	Tel: 617-951-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 26, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only) (voluntary)   CBEP Investments, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   3,960,388
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   3,960,388

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,960,388
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   6.98%*
14.	Type of Reporting Person (See Instructions)   OO

* Based on 56,737,341 shares of Common Stock outstanding as of February 28, 2020, as reported in the Issuer’s Report on Form 10-K for the period ended December 31, 2019 filed with the Securities and Exchange Commission on March 2, 2020.

1.	Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only) (voluntary)   Charlesbank Equity Fund IX GP, Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   3,960,388*
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   3,960,388*

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,960,388*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   6.98%**
14.	Type of Reporting Person (See Instructions)   PN

* Represents shares of Common Stock held by CBEP Investments, LLC. The Reporting Person is the manager of CBEP Investments, LLC.

** Based on 56,737,341 shares of Common Stock outstanding as of February 28, 2020, as reported in the Issuer’s Report on Form 10-K for the period ended December 31, 2019 filed with the Securities and Exchange Commission on March 2, 2020.

1.	Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only) (voluntary)   Charlesbank Equity Fund IX GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   3,960,388*
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   3,960,388*

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,960,388*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   6.98%**
14.	Type of Reporting Person (See Instructions)   OO

* Represents shares of Common Stock held by CBEP Investments, LLC. The Reporting Person is the sole member of Charlesbank Equity Fund IX GP, Limited Partnership, which is the manager of CBEP Investments, LLC.

** Based on 56,737,341 shares of Common Stock outstanding as of February 28, 2020, as reported in the Issuer’s Report on Form 10-K for the period ended December 31, 2019 filed with the Securities and Exchange Commission on March 2, 2020.

1.	Names of Reporting Persons.   I.R.S. Identification Nos. of above persons (entities only) (voluntary)   Charlesbank Capital Partners, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   0
	8.	Shared Voting Power   3,960,388*
	9.	Sole Dispositive Power   0
	10.	Shared Dispositive Power   3,960,388*

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,960,388*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.	Percent of Class Represented by Amount in Row (11)   6.98%**
14.	Type of Reporting Person (See Instructions)   OO

* Represents shares of Common Stock held by CBEP Investments, LLC. The Reporting Person is the sole member of Charlesbank Equity Fund IX GP, LLC, which is the general partner of Charlesbank Equity Fund IX GP, Limited Partnership, which is the manager of CBEP Investments, LLC.

** Based on 56,737,341 shares of Common Stock outstanding as of February 28, 2020, as reported in the Issuer’s Report on Form 10-K for the period ended December 31, 2019 filed with the Securities and Exchange Commission on March 2, 2020.

Explanatory Note

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed jointly on April 13, 2020 by each of the Reporting Persons listed in Item 2 below, and relates to the Common Stock, $.0001 par value (the “Common Stock”), of GTT Communications, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 7900 Tysons One Place, Suite 1450, McLean, VA 22101.

This Amendment is being filed as a result of the execution of a separate plan for the sale of Common Stock designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 by each the Reporting Persons (the “10b5-1 Plan”).

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Original Schedule 13D.

Item 2. Identity.

(a) This Amendment is being filed on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

1. CBEP Investments, LLC, a Delaware limited liability company (“CBEP”);

2. Charlesbank Equity Fund IX GP, Limited Partnership, a Massachusetts limited partnership (“Fund IX GP”);

3. Charlesbank Equity Fund IX GP, LLC, a Massachusetts limited liability company (“Fund IX GP LLC”); and

4. Charlesbank Capital Partners, LLC, a Massachusetts limited liability company (“CCP”).

The Joint Filing Agreement among the Reporting Persons is filed herewith as Exhibit 99.1.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

On February 25, 2021, the Reporting Persons and J.P. Morgan Securities LLC (“JPMS”) entered into the 10b5-1 Plan, pursuant to which JPMS is authorized to sell, for the account of the Reporting Persons, Common Stock of the Issuer, subject to the satisfaction of certain conditions and restrictions set forth in the 10b5-1 Plan. JPMS is authorized to commence sales in accordance with the 10b5-1 Plan on February 25, 2021and to terminate sales on April 30, 2021, or such earlier date as set forth in the 10b5-1 Plan. Copies of the 10b5-1 Plan are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference. The Reporting Persons entered into the 10b-5 Plan for portfolio management purposes to sell Common Stock in open market transactions, the net impact of which could result in reducing the Reporting Persons’ beneficial ownership to below 5% of the outstanding shares of Common Stock of the Issuer.

Other than the sale of the Issuer’s Common Stock pursuant to the 10b5-1 Plan and except as set forth herein, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, conditions in the securities markets, general economic and industry conditions and other factors and may, from time to time, also engage in discussions with management and the board of directors of the Issuer about their investment, the business, operations, governance, strategy, capitalization, ownership and future plans of the Issuer and the management and board composition of the Issuer or commercial or strategic transactions with, or relating, to the Issuer. In addition, funds affiliated with CCP have from time to time acquired, and in the future may acquire or sell, debt of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, strategic direction, business and prospects, anticipated future developments, existing and anticipated market conditions from time to time, actions taken by the management and board of directors of the Issuer, general economic conditions and regulatory matters, the Reporting Persons may in the future take such actions as it deems appropriate including, without limitation, purchasing additional debt securities of the Issuer, to the extent permitted under applicable law and any agreement or agreements that have been or may be entered into with the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

The information set forth in Item 4 above is hereby incorporated by reference into this Item 6. The information in this Item 6 is qualified in its entirety by reference to the 10b5-1 Plan, attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Other than the 10b5-1 Plan as described herein and as previously reported, the Reporting Persons have no understandings, arrangements, relationships or contracts relating to the Issuer’s Common Stock which are required to be described hereunder.

Funds affiliated with CCP have from time to time acquired, and in the future may acquire or sell, debt of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1 – Joint Filing Agreement

Exhibit 99.2 – 10b5-1 Plan

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 26, 2021

CBEP INVESTMENTS, LLC
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	Chief Operating Officer, General Counsel and Secretary
CHARLESBANK EQUITY FUND IX GP, LIMITED PARTNERSHIP
By:	Charlesbank Equity Fund IX GP, LLC, its General Partner
By:	Charlesbank Capital Partners, LLC, its Sole Member
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	General Counsel and Chief Operating Officer
CHARLESBANK EQUITY FUND IX GP, LLC
By:	Charlesbank Capital Partners, LLC, its Sole Member
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	General Counsel and Chief Operating Officer
CHARLESBANK CAPITAL PARTNERS, LLC
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	General Counsel and Chief Operating Officer

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D/A to which this Agreement is annexed as Exhibit 99.1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 26, 2021

CBEP INVESTMENTS, LLC
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	Chief Operating Officer, General Counsel and Secretary
CHARLESBANK EQUITY FUND IX GP, LIMITED PARTNERSHIP
By:	Charlesbank Equity Fund IX GP, LLC, its General Partner
By:	Charlesbank Capital Partners, LLC, its Sole Member
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	General Counsel and Chief Operating Officer
CHARLESBANK EQUITY FUND IX GP, LLC
By:	Charlesbank Capital Partners, LLC, its Sole Member
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	General Counsel and Chief Operating Officer
CHARLESBANK CAPITAL PARTNERS, LLC
By:	/s/ Stephanie Paré Sullivan
Name:	Stephanie Paré Sullivan
Title:	General Counsel and Chief Operating Officer

EX-99.2

EXHIBIT 99.2

10B5-1 PLAN

10b5-1 SALE PLAN AGREEMENT

February 25, 2021

This letter agreement (this “Letter Agreement”) confirms the terms and conditions under which CBEP Investments, LLC, a limited liability company organized under the laws of the state of Delaware (the “Seller”), hereby establishes a plan (the “Plan”) to sell shares of common stock, par value $ 0.0001 (the “Securities”), of GTT Communications, Inc. (the “Issuer”), and under which J.P. Morgan Securities LLC (“JPMS”) will act as its exclusive agent to execute the Plan.

1. Appointment of JPMS. The Seller hereby appoints JPMS as its exclusive agent to sell Securities pursuant to the Plan. It is the Seller’s intention that such sales benefit from the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the Plan and the transactions contemplated hereby comply with the requirements of paragraph (c)(1)(i)(B) of Rule 10b5-1. Accordingly, the Seller hereby agrees that the terms of this Letter Agreement and the Plan shall be interpreted to comply with the requirements of such paragraph (c)(1)(i)(B) and that it shall not take, nor permit any person or entity under its control to take, any action that could result in such sales not so complying with the requirements of such paragraph (c)(1)(i)(B).

2. Term.

(a) JPMS is authorized to commence selling Securities on February 25, 2021 (the “Start Date”), and this Letter Agreement and the Plan shall terminate upon the earliest of (the period from and including the Start Date to such termination, the “Plan Period”):

(i) the close of business on April 30, 2021;

(ii) the completion of all sales contemplated by the Plan;

(iii) subject to Section 10 below, the receipt by either party from the other of written notice of termination;

(iv) the existence of any legal or regulatory restriction that would prohibit any sale pursuant to the Plan;

(v) the public announcement of any merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Securities into shares of a company other than the Issuer, or of the conversion of the Securities into rights to receive fixed amounts of cash or into debt securities and/or preferred stock, or of the sale of all or substantially all of the assets of the Issuer on a consolidated basis to an unrelated person or entity; and

(vi) the failure of the Seller to comply with Section 6 hereof.

(b) If, as contemplated by paragraph (a)(iv) of this Section 2, at any time during the term of this Letter Agreement, any legal or regulatory restriction that is applicable to the Issuer, the Seller or the affiliates of the Issuer or the Seller would, to the knowledge of the Seller, prohibit any sale pursuant to the Plan, the Seller shall give JPMS notice of such restriction as soon as practicable (such notice, a “Required Termination Notice”). Such notice shall not include any information about the nature of the restriction or its applicability to the relevant entity.

(c) The Seller shall be solely responsible for any sales made by JPMS as the Seller’s agent prior to the termination of the Plan. In addition, if JPMS receives notice of termination (including any Required Termination Notice) or of any of the termination events listed above, JPMS shall nevertheless be entitled to make, and the Seller shall be solely responsible for, a sale hereunder pursuant to an offer made before such notice was received by JPMS.

(d) Sections 6,8 and 9 of this Letter Agreement shall survive any termination hereof.

3. Selling Procedures.

(a) On each Trading Day during the Plan Period on which no Market Disruption Event (as defined below) occurs, JPMS shall use commercially reasonable efforts to sell as agent for the Seller and for the account of the Seller the number of Securities that JPMS is able, subject to market conditions and principles of best execution, to sell as agent for the Seller and for the account of the Seller on such Trading Day using commercially reasonable means in accordance with the Plan guidelines set forth in Annex A hereto. JPMS may sell Securities on the Principal Market, any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Any numbers of Securities to be sold (and any corresponding sale price limits or ranges) set forth in Annex A shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Securities or any change in capitalization with respect to the Issuer or any similar event that occurs during the term of this Letter Agreement, as determined by JPMS in good faith and a commercially reasonable manner.

A “Trading Day” is any day during the Plan Period that the Principal Market is open for business and the Securities trade regular way on the Principal Market.

“Market Disruption Event” means that (i) there occurs any material (as reasonably determined by JPMS) suspension of or limitation on trading by the Principal Market, (ii) there occurs any event that materially (as reasonably determined by JPMS) disrupts or impairs the ability of market participants in general to effect transactions in or obtain market values for the Securities or futures or options contracts on the Securities or (iii) the Principal Market closes prior to its scheduled closing time for such Trading Day.

(b)In the event that JPMS, in its discretion, determines that it is appropriate with regard to any legal, regulatory or self-regulatory requirements or related internal policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by JPMS) for JPMS to refrain from selling Securities or to sell fewer than the number of Securities otherwise specified in the instructions provided by the Seller on any day, then JPMS may, in its sole discretion, elect that the number of Securities sold shall be reduced for such day to an amount determined by JPMS in its discretion.

(c)Any Securities sold pursuant to the Plan shall be sold under ordinary principles of best execution at the then-prevailing market price. Subject to the terms of the Plan as set forth herein (including Annex A hereto), JPMS shall have full discretion with respect to the execution of all sales, and the Seller acknowledges and agrees that the Seller does not have, and shall not attempt to exercise, any influence over how, when or whether sales of Securities are affected pursuant to the Plan. The Seller acknowledges and agrees that, in selling Securities pursuant to the Plan, JPMS will be an independent contractor and will not be acting as the Seller’s trustee or fiduciary or in any similar capacity. JPMS acknowledges and agrees that the Seller is currently subject to the reporting requirements of Section 13 of the Exchange Act, and as such JPMS shall provide the Seller with prompt notice of the sale of each and any Securities sold pursuant to the Plan, and in any event no later than one business day following the consummation of any such sales.

4. Delivery of Securities to be Sold and Proceeds of Sold Securities. Seller shall deliver all Securities that may be sold pursuant to the Plan into an account at JPMS in the Seller’s name prior to the Start Date. JPMS shall have no obligation to sell any Securities that have not been delivered as provided herein. The proceeds of Securities sold, netted against any applicable fees, shall be paid to the Seller within one standard settlement cycle after the sale.

5. Compensation. For the services provided in this Letter Agreement, the Seller agrees to pay to JPMS a fee of $0.01 per share for the Securities sold pursuant to the terms of this Letter Agreement.

6. Representations, Warranties and Agreements. The Seller represents and warrants to, and agrees with, to JPMS as follows:

(a) This Letter Agreement and the transactions contemplated herein have been duly authorized by the Seller and have been approved, to the extent required, pursuant to or under any and all applicable policies and procedures of the Issuer applicable to sales of Securities by the Seller; this Letter Agreement is the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms; performance of the transactions contemplated herein will not violate any law, rule, regulation, order, judgment or decree applicable to the Seller or conflict with or result in a breach of or constitute a default under any agreement or instrument to which the Seller is a party or by which it or any of its property is bound or its certificate of incorporation or by-laws; and no governmental, administrative or official consent, approval, authorization, notice or filing is required for performance of the transactions contemplated herein.

(b)As of the date of this Letter Agreement, the Seller is not aware of any material nonpublic information concerning the Securities or the business, operations or prospects of the Issuer. The Seller shall deliver or cause to be delivered to JPMS, on or prior to the Start Date, a letter of the Issuer in the form attached hereto as Annex B.

(c)The Seller is engaging JPMS and entering into this Letter Agreement and the Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, including, without limitation, Rule 10b-5 under the Exchange Act. Until this Letter Agreement is terminated, the Seller agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Securities.

(d)The Seller is not entering into this Letter Agreement to create actual or apparent trading activity in the Securities (or any security convertible into or exchangeable for the Securities) or to raise or depress the price of the Securities (or any security convertible into or exchangeable for the Securities) for the purpose of inducing others to buy or sell Securities, and will not engage in any other securities or derivative transaction to such ends.

(e)During the term of this Letter Agreement, neither the Seller nor its officers or employees shall, directly or indirectly, disclose to any person at JPMS effecting sales under the Plan any material nonpublic information regarding the Issuer or the Securities or any information regarding the Issuer or the Securities that could reasonably be expected to influence the execution of the Plan.

(f)The Seller acknowledges that JPMS is a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A), respectively, of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge that each transaction under this Letter Agreement is intended to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and each payment or delivery of cash, Securities or other property or assets hereunder is a “settlement payment” within the meaning of Section 741(8) of the Bankruptcy Code, and the parties hereto are to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555 and 561 of the Bankruptcy Code.

(g)The Seller shall be solely responsible for compliance with all statutes, rules and regulations applicable to the Seller and the transactions contemplated hereby, including, without limitation, reporting and filing requirements. The Seller acknowledges and agrees that it is not relying, and has not relied, upon JPMS or any affiliate of JPMS with respect to the legal, accounting, tax or other implications of the Plan and the transactions contemplated thereby and that it has conducted its own analyses of the legal, accounting, tax and other implications hereof. JPMS has made no representation and has no obligation with respect to whether the Plan or the transactions contemplated thereunder qualify for the affirmative defense provided by Rule 10b5-1.

(h) The Securities to be sold under the Plan are owned free and clear by the Seller and are not subject to any liens, security interests or other encumbrances or limitations on dispositions.

(i) The Seller is and, after giving effect to the Plan, will be in compliance with its reporting obligations under Section 16 and Section 13 of the Exchange Act, and the Seller will provide JPMS with a copy of any report filed thereunder in respect of the Plan promptly upon filing thereof.

7. Other Sales by JPMS. Nothing herein shall preclude the sale by JPMS of Securities for JPMS’s own account, or the solicitation or execution of purchase or sale orders of Securities for the account of JPMS’s clients.

8. Indemnification. The Seller shall indemnify JPMS its affiliates and the respective directors, officers, agents and employees of JPMS and its affiliates (each, a “JPMS Person”) against any liabilities or expenses (including reasonable attorney’s fees and disbursements), or actions in respect of any liabilities or expenses, arising from the services furnished pursuant to this Letter Agreement including, but not limited to, liabilities and expenses arising by reason of any violation or alleged violation of any state or federal securities laws, except to the extent such liabilities or expenses result from the gross negligence, willful misconduct or bad faith of JPMS in performing its services under this Letter Agreement. The Seller shall also promptly reimburse the JPMS Persons for all expenditures (including reasonable attorney’s fees and disbursements) made to investigate, prepare or defend any action or claim in respect of any such liability or expense, regardless of whether any litigation is pending or threatened against such JPMS Persons.

9. Limitation of Liability. No JPMS Person shall be liable in respect of any liabilities or expenses incurred by the Seller arising from or in connection with JPMS’s role or services under this Letter Agreement, except to the extent any such liabilities or expenses result from the gross negligence, willful misconduct or bad faith of JPMS in performing its services under this Letter Agreement.

10. Amendment, Modification, Waiver or Termination. Any amendment, modification or waiver of this Letter Agreement or the Plan must be effected in accordance with the requirements for the amendment of a “plan” as defined in paragraph (c) of Rule 10b5-1. Without limiting the generality of the foregoing, any amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment or modification shall be made at any time at which the Seller is aware of any material nonpublic information concerning the Issuer or the Securities. The Seller acknowledges and agrees that any action taken by it that results in the termination of the Plan pursuant to Section 2 is subject to the principles set forth in this section.

11. Notices. Any written communication shall be sent to the address specified below: and shall become effective upon receipt:

(a)    if to JPMS, to it at

J.P. Morgan Securities LLC

383 Madison Avenue, 7^th Floor

New York, NY 10179

Attention: Jemil D. Salih

Telephone: (212) 622-2723 Fax: (646) 792-4920

or at such other address as may from time to time be designated by notice to the Seller in writing; and

(b)    if to the Seller, to it at

c/o Charlesbank Capital Partners LLC

200 Clarendon Street, 54^th floor

Attn: Stephanie Paré Sullivan, Esq.,

    Michael Choe

    Pedro Vaz

Telephone:            (617) 619 5400

or at such other address as may from time to time be designated by notice to JPMS in writing.

12. Assignment. Neither party may assign its rights and obligations under this Letter Agreement to any other party; provided that JPMS may assign its rights and obligations under this Letter Agreement to any subsidiary of J.P. Morgan Chase & Co.

13. Governing Law. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the law of the State of New York. The parties hereto irrevocably submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, in the City of New York in any suit or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

If the foregoing correctly sets forth our agreement, please sign the form of acceptance below.

J.P. MORGAN SECURITIES LLC
By:
	Name:
	Title:
Agreed to and accepted as of:
CBEP INVESTMENTS, LLC
By:
	Name:
	Title:

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