Exhibit 4.1
Execution Version
SECOND SUPPLEMENTAL INDENTURE
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”).
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 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
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 Series II Notes to be authenticated and delivered under this Second Supplemental Indenture on August 25, 2023 is $189,583,333 and the aggregate principal amount of New Series
III Notes to be authenticated and delivered under this Second Supplemental Indenture on August 25, 2023 is $122,916,667.
Section 2.2 Terms
of New Notes.
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(a)
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The New Series II Notes shall (i) be issued August 25, 2023 as Series II First Lien Notes under the Indenture and subject to the terms set forth therein, (ii) accrue interest
from August 25, 2023, with a first interest payment date on October 1, 2023 and (iii) be issuable in whole in the form of one Definitive Note in the form, including the appropriate transfer restriction legends, provided in Exhibit A to
the Base Indenture.
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(b)
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The New Series III Notes shall (i) be issued August 25, 2023 as Series III First Lien Notes under the Indenture and subject to the terms set forth therein, (ii) accrue interest
from August 25, 2023, with a first interest payment date on October 1, 2023 and (iii) be issuable in whole in the form of one Definitive Note in the form, including the appropriate transfer restriction legends, provided in Exhibit A to
the Base Indenture.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Governing
Law. THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.2 Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND
SUPPLEMENTAL INDENTURE, THE BASE INDENTURE, THE NEW NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section 3.3 Counterparts.
The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 3.4 Headings.
The headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.
Section 3.5 The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Issuers and Guarantors.
[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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WEWORK COMPANIES LLC
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By:
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/s/ Kurt Wehner
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Name: Kurt Wehner
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Title: Chief Financial Officer
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WW CO-OBLIGOR INC.
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By:
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/s/ Kurt Wehner
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Name: Kurt Wehner
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Title: Chief Financial Officer
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[Signature Page to Second Supplemental Indenture]
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
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By:
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/s/ Christopher J. Grell
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Name: Christopher J. Grell
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Title: Vice President
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[Signature Page to Second Supplemental Indenture]
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1 BEACON STREET TENANT LLC
1 BELVEDERE DRIVE TENANT LLC
1 GLENWOOD AVE TENANT LLC
1 LINCOLN STREET TENANT LLC
1 MILK STREET TENANT LLC
1 POST STREET TENANT LLC
1 SOUTH DEARBORN STREET TENANT LLC
1 UNION SQUARE WEST HQ LLC
10 EAST 38TH STREET TENANT LLC
10 EAST 40TH STREET HQ LLC
100 BAYVIEW CIRCLE TENANT LLC
100 BROADWAY TENANT LLC
100 S STATE STREET TENANT LLC
100 SUMMER STREET TENANT LLC
10000 WASHINGTON BOULEVARD TENANT LLC 1001 WOODWARD AVE TENANT LLC
1003 EAST 4TH PLACE TENANT LLC
101 EAST WASHINGTON STREET TENANT LLC 101 MARIETTA STREET NORTHWEST TENANT LLC
101 NORTH 1ST AVENUE TENANT LLC
10250 CONSTELLATION TENANT LLC
1031 SOUTH BROADWAY TENANT LLC
10585 SANTA MONICA BOULEVARD TENANT LLC
10845 GRIFFITH PEAK DRIVE TENANT LLC 10885 NE 4TH STREET TENANT LLC
109 S 5TH STREET TENANT LLC
10900 STONELAKE BOULEVARD TENANT LLC 1099 STEWART STREET TENANT LLC
11 PARK PL TENANT LLC
110 110TH AVENUE NORTHEAST TENANT LLC 110 CORCORAN STREET TENANT LLC
110 WALL MANAGER LLC
1100 15TH STREET NW TENANT LLC
1100 LUDLOW STREET TENANT LLC
1100 MAIN STREET TENANT LLC
1111 BROADWAY TENANT LLC
1111 WEST 6TH STREET TENANT LLC
1114 W FULTON MARKET Q LLC
1115 BROADWAY Q LLC
1115 HOWELL MILL ROAD TENANT LLC
1115 W FULTON MARKET Q LLC
115 BROADWAY TENANT LLC
115 EAST 23RD STREET TENANT LLC
1150 SOUTH OLIVE STREET TENANT LLC
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Name: |
Kurt Wehner
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Title: |
Chief Financial Officer
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[Signature Page to Second Supplemental Indenture]
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1155 PERIMETER CENTER WEST TENANT LLC 1155 WEST FULTON STREET TENANT LLC
1156 6TH AVENUE TENANT LLC
117 NE 1ST AVE TENANT LLC
1175 PEACHTREE TENANT LLC
11801 DOMAIN BLVD TENANT LLC
12 EAST 49TH STREET TENANT LLC
12 SOUTH 1ST STREET TENANT LLC
120 WEST TRINITY PLACE TENANT LLC
1200 17TH STREET TENANT LLC
1200 FRANKLIN AVENUE TENANT LLC
1201 3RD AVENUE TENANT LLC
1201 WILLS STREET TENANT LLC
1201 WILSON BLVD TENANT LLC
12130 MILLENNIUM DRIVE TENANT LLC
1240 ROSECRANS TENANT LLC
125 S CLARK STREET TENANT LLC
125 WEST 25TH STREET TENANT LLC
12655 JEFFERSON BLVD TENANT LLC
128 SOUTH TRYON STREET TENANT LLC
130 5TH AVENUE TENANT LLC
130 MADISON AVENUE TENANT LLC
130 W 42ND STREET TENANT LLC
1305 2ND STREET Q LLC
1330 LAGOON AVENUE TENANT LLC
1333 NEW HAMPSHIRE AVENUE NORTHWEST TENANT LLC
135 E 57TH STREET TENANT LLC
135 MADISON AVE TENANT LLC
1372 PEACHTREE STREET NE TENANT LLC 1389 PEACHTREE STREET NORTHWEST TENANT LLC
1400 LAVACA STREET TENANT LLC
1410 BROADWAY TENANT LLC
1411 4TH AVENUE TENANT LLC
142 W 57TH STREET TENANT LLC
1430 WALNUT STREET TENANT LLC
1440 BROADWAY TENANT LLC
1448 NW MARKET STREET TENANT LLC
1449 WOODWARD AVENUE TENANT LLC
145 W 45TH STREET TENANT LLC
1450 BROADWAY TENANT LLC
1453 3RD STREET PROMENADE Q LLC
1455 MARKET STREET TENANT LLC
1460 BROADWAY TENANT LLC
148 LAFAYETTE STREET TENANT LLC
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Name: |
Kurt Wehner
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Title: |
Chief Financial Officer
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[Signature Page to Second Supplemental Indenture]