Supplemental Indenture No. 5, dated as of December 17, 2020, by and among WeWork Companies LLC, WW Co-Obligor Inc., as co-obligor, the guarantors party thereto and U.S. Bank National Association, as trustee

Exhibit 4.13

SUPPLEMENTAL INDENTURE NO. 5

Supplemental Indenture No. 5 (this “Fifth Supplemental Indenture”), dated as of December 17, 2020, among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor”), the guarantors listed on the signature pages hereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company, the Co-Obligor and each of the Guarantors has heretofore executed and delivered to the Trustee an indenture, dated as of July 10, 2020 (the “Base Indenture”), as supplemented by Supplemental Indenture No. 1, dated as of August 14, 2020 (the “First Supplemental Indenture”), Supplemental Indenture No. 2, dated as of September 15, 2020 (the “Second Supplemental Indenture”), Supplemental Indenture No. 3, dated as of October 19, 2020 (the “Third Supplemental Indenture”), and Supplemental Indenture No. 4, dated as of November 17, 2020 (the “Fourth Supplemental Indenture”, and collectively with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fifth Supplemental Indenture, the “Indenture”), providing for the issuance of 5.0% Senior Notes due 2025;

WHEREAS, (i) pursuant to and on the date of the Base Indenture, the Company issued $200,000,000 aggregate principal amount of its 5.0% Senior Notes due 2025, (ii) pursuant to and on the date of the First Supplemental Indenture, the Company issued an additional $200,000,000 aggregate principal amount of its 5.0% Senior Notes due 2025, (iii) pursuant to and on the date of the Second Supplemental Indenture, the Company issued an additional $200,000,000 aggregate principal amount of its 5.0% Senior Notes due 2025, (iv) pursuant to and on the date of the Third Supplemental Indenture, the Company issued an additional $200,000,000 aggregate principal amount of its 5.0% Senior Notes due 2025 and (v) pursuant to and on the date of the Fourth Supplemental Indenture, the Company issued an additional $200,000,000 aggregate principal amount of its 5.0% Senior Notes due 2025 ((i)-(v), collectively the “Existing Notes”);

WHEREAS, Sections 2.01 and 4.09 of the Base Indenture provide that the Issuer may, from time to time and in accordance therewith, issue Additional Notes under the Base Indenture;

WHEREAS, the Issuer wishes to issue, pursuant to the Indenture, an additional $200,000,000 aggregate principal amount of its 5.0% Senior Notes due 2025 as Additional Notes (the “New Notes” and, together with the Existing 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 or supplement the Indenture to provide for the issuance of Additional Notes in accordance with the terms of the Base Indenture, as set forth in Article II of this Fifth Supplemental Indenture;

WHEREAS, the Company, the Co-Obligor and the Guarantors are authorized to execute and deliver this Fifth Supplemental Indenture;

WHEREAS, the Company and Co-Obligor have requested that the Trustee execute and deliver this Fifth Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to the execution and delivery of this Fifth 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 hereto 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 Base 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 Fifth Supplemental Indenture on December 17, 2020 is $200,000,000.

Section 2.2 Terms of New Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall:

(a)     be issued as part of the existing series of Notes under the Indenture, and the New Notes and Existing Notes shall be a single class and shall have the same terms as to status, redemption or otherwise (other than issue date) as the Existing Notes;

(b)     (i) be issued on December 17, 2020, (ii) be deemed to have accrued interest from August 14, 2020 and (iii) have a first interest payment date of February 1, 2021;

(c)     be issuable in whole in the form of one or more Global Notes in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture; and

(d)     bear the CUSIP number of U96218 AA7 and ISIN number of USU96218AA72 (which are the same as the Existing Notes).

ARTICLE III

MISCELLANEOUS

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

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