WeWork (WEWKQ) 8-KEntry into a Material Definitive Agreement

Exhibit 4.1

Execution Version

 

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 25, 2023, among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

 

 

WHEREAS, each of the Company, the Co-Obligor and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee and the Collateral Agent a First Lien Senior Secured PIK Notes Indenture (the “Base Indenture” and together with this Second Supplemental Indenture, the “Indenture”), dated as of May 5, 2023, providing for the issuance of First Lien Notes up to the First Lien Notes Cap;

 

WHEREAS, pursuant to and on the date of the Base Indenture, the Company issued $525,000,000 aggregate principal amount of Initial Series I Notes;

 

WHEREAS, Sections 2.01, 2.15 and 4.09 of the Base Indenture provide that, on or subsequent to the Issue Date, the Company may issue Series II First Lien Notes and Series III First Lien Notes in an aggregate principal amount, together with the Initial Series I Notes, not to exceed the First Lien Notes Cap;

 

WHEREAS, the Company wishes to issue, pursuant to the Indenture, $189,583,333 aggregate principal amount of Initial Series II Notes (the “New Series II Notes”) and $122,916,667 aggregate principal amount of Initial Series III Notes (the “New Series III Notes” and, together with the New Series II Notes, the “New Notes”);

 

WHEREAS, Section 9.01(a)(11) of the Base Indenture provides that, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture to facilitate the issuance of First Lien Notes and therefore the Trustee is authorized to execute and deliver this Second Supplemental Indenture; and

 

WHEREAS, all conditions and requirements necessary to the execution and delivery of this Second Supplemental Indenture have been done and performed, and the execution and delivery hereof by the parties hereto has been authorized in all respects.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

 

ARTICLE I
DEFINITIONS

 

 

ARTICLE II
NEW NOTES

 

 

 

ARTICLE III
MISCELLANEOUS

 

 

 

 

 

 

[Signature Page Follows]

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

 

 

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