Second Supplemental Indenture, dated as of April 5, 2023, by and among WeWork Companies LLC, WW Co-Obligor Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee

EX-4.1 2 d458018dex41.htm EX-4.1 EX-4.1

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.

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

(a)

be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than issue date and the first date from which interest will accrue) as the Initial Notes;

(b)

(i) be issued on April 5, 2023, (ii) be deemed to have accrued interest from April 5, 2023 and (iii) have a first interest payment date of August 15, 2023; and

(c)

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.

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 INDENTURE, THE 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.


WEWORK COMPANIES LLC

By:		/s/ Andre Fernandez
Name: Andre Fernandez
Title: Chief Financial Officer & Treasurer

WW CO-OBLIGOR INC.

By:		/s/ Andre Fernandez
Name: Andre Fernandez
Title: Chief Financial Officer & Treasurer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Christopher J. Grell
Name: Christopher J. Grell
Title: Vice President

[Signature Page to Second Supplemental Indenture]


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

By:		/s/ Andre Fernandez
Name:		Andre Fernandez
Title:		Chief Financial Officer & Treasurer