Exhibit 4.1
Execution Version
SECOND
SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this Second Supplemental Indenture), dated as of
April 5, 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
(the Trustee).
W I T N E S S E T H
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 a Senior Secured Notes Indenture (the Base Indenture), dated as of January 3, 2023, as supplemented by the First Supplemental Indenture, dated as of
January 3, 2023 (the First Supplemental Indenture and, collectively with the Base Indenture and this Second Supplemental Indenture, the Indenture), providing for the issuance of an unlimited aggregate
principal amount of Senior Secured Notes due 2025;
WHEREAS, pursuant to and on the date of the Base Indenture, the Company issued
$250,000,000 aggregate principal amount of its Senior Secured Notes due 2025 (the Initial Notes);
WHEREAS, Sections
2.01 and 4.09 of the Base Indenture provide that the Company may, from time to time and in accordance therewith, issue Additional Notes under the Base Indenture;
WHEREAS, the Company wishes to issue, pursuant to the Indenture, an additional $50,000,000 aggregate principal amount of its Senior Secured
Notes due 2025 as Additional Notes (the New Notes and, together with the Initial Notes, the 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 Additional 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
Section 1.1 Defined Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
ARTICLE II
NEW
NOTES
Section 2.1 Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Second
Supplemental Indenture on April 5, 2023 is $50,000,000.