Fourth Supplemental Indenture, dated as of April 16, 2023, by and among WeWork Companies LLC, WW Co-Obligor Inc., the guarantors party thereto, and U.S. Bank Trust, National Association

EX-4.2 3 d463843dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

FOURTH SUPPLEMENTAL INDENTURE

This Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 16, 2023, has been entered into by and among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (“Co-Obligor” and, together with the Company, the “Issuers”), the guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers, the Guarantors and the Trustee are party to that certain Amended and Restated Senior Notes Indenture, dated as of December 16, 2021 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), governing the Issuers’ 5.00% Senior Notes due 2025 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture as it relates to a Series of Notes, the Notes of such Series and the related Note Guarantees, with the consent of the Holders of a majority in principal amount of the Notes of such Series then outstanding (the “Requisite Consents”);

WHEREAS, the Issuers and the Guarantors desire to amend certain provisions of the Indenture, as set forth in Section 2 of this Supplemental Indenture (the “Proposed Amendments”);

WHEREAS, the Issuers have received and delivered to the Trustee the Requisite Consents to the Proposed Amendments with respect to (i) the Series I Notes, as evidenced by a consent, dated as of April 14, 2023, by a holder representing a majority in principal amount of the Series I Notes outstanding and (ii) the Series II Notes, as evidenced by a report from Epiq Corporate Restructuring, LLC certifying to the receipt of the consents of holders of at least a majority in aggregate principal amount of the Series II Notes outstanding, in each case attached to an Officer’s Certificate delivered to the Trustee in connection with the execution of this Supplemental Indenture;

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Issuers and the Guarantors; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture valid and binding have been complied with or have been done or performed.

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:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Amendments. Effective on and after the Exchange Consummation Date (as defined in Section 4 hereof):

(a) Each of the following sections of the Indenture and all references thereto in the Indenture are deleted in their entirety and in the case of each such section, insert in lieu thereof the phrase “[Intentionally Omitted]”:

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Section 4.02 (Maintenance of Office or Agency);

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Section 4.04 (Stay, Extension and Usury Laws);

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Section 4.06 (Reports and Other Information);

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Section 4.07 (Compliance Certificate);

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Section 4.08 (Limitation on Restricted Payments);

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Section 4.09 (Limitation on Indebtedness);

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Section 4.10 (Limitation on Liens);

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Section 4.11 (Future Guarantors);

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Section 4.12 (Limitation on Restrictions on Distribution from Restricted Subsidiaries);

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Section 4.13 (Designation of Restricted and Unrestricted Subsidiaries);

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Section 4.14 (Transactions with Affiliates);

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Section 4.15 (Offer to Repurchase Upon Change of Control);

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Section 4.16 (Asset Dispositions);

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Section 4.17 (Effectiveness of Covenants);

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Clauses (a)(3), (a)(4), (c) and (e) of Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets);

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Clauses (a)(3), (a)(4), (a)(5), (a)(6), (a)(7), (a)(8), (a)(9) and (b) of Section 6.01 (Events of Default);

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Clauses (a)(2), (a)(3), (a)(4), (a)(5), (a)(6) and (a)(7) of Section 8.04 (Conditions to Legal or Covenant Defeasance).

(b) Any of the terms or provisions present in the Notes that relate to any of the provisions of the Indenture as amended by this Supplemental Indenture shall also be amended, mutatis mutandis, so as to be consistent with the amendments made by this Supplemental Indenture.

(c) The Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments to the Indenture pursuant to clause (a) above.

(d) The Indenture and the Notes are hereby amended by deleting all references in the Indenture and the Notes to those sections and subsections that are deleted as a result of the amendments made by this Supplemental Indenture.

(e) None of the Issuers, the Guarantors, the Trustee or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such sections or clauses deleted pursuant to clause (a) above and such sections or clauses shall not be considered in determining whether a Default or Event of Default has occurred or whether the Issuers, the Guarantors or the Trustee have observed, performed or complied with the provisions of the Indenture.

3. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture. The parties hereto agree and acknowledge that the rights, protections and indemnities afforded the Trustee in the Indenture shall apply to the execution hereof and any action (or inaction) in connection herewith

4. Effectiveness. Upon the execution and delivery of this Supplemental Indenture by the Issuers, the Guarantors and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of each Series of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided, that, for the avoidance of doubt, the amendments to the Indenture set forth in Section 2 of this Supplemental Indenture shall not become operative until the Exchange Consummation Date. For purposes hereof, “Exchange Consummation Date” means the date that the Exchange Offers, as defined in that certain confidential offering memorandum and consent solicitation statement, dated as of April 3, 2023 (as amended or otherwise modified from time to time), have been consummated (as to which the Trustee is entitled to conclusively rely on based on an Officer’s Certificate delivered by the Company to the Trustee).

5. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. 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 SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8. Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signature pages follow]

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


WEWORK COMPANIES LLC

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

WW CO-OBLIGOR INC.

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

[Signature Page to Fourth Supplemental Indenture]


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

By:		/s/ James W. Hall
Name:		James W. Hall
Title:		Vice President