SENIOR NOTES INDENTURE Dated as of July 10, 2020 Among WEWORK COMPANIES LLC, WEWORK CO INC., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.00% SENIOR NOTES DUE 2025Senior Notes Indenture • November 10th, 2021 • WeWork Inc. • Blank checks • New York
INDENTURE, dated as of July 10, 2020, among WeWork Companies LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), WeWork CO Inc., a Delaware corporation (the “Co-Obligor”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 10th, 2021 • WeWork Inc. • Blank checks • New York
Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of July 15, 2019, among WeWork Companies LLC, a Delaware limited liability company (the “Successor Company”), as successor to WeWork Companies Inc., a Delaware corporation (the “Company”), WeWork CO Inc., a Delaware corporation (the “Co-Obligor”), the guarantors listed on the signature pages hereto (the “Existing Guarantors”), The We Company, a Delaware corporation (the “New Guarantor”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED MASTER SENIOR SECURED NOTES NOTE PURCHASE AGREEMENT Dated as of: October 20, 2021 Relating to: Up to $550,000,000 7.50% Senior Secured Notes of WeWork Companies LLC between WeWork Companies LLC, WW Co-Obligor Inc. and StarBright WW LPPledge and Security Agreement • November 10th, 2021 • WeWork Inc. • Blank checks • New York
WHEREAS, pursuant to that certain Master Transaction Agreement (as it may be amended or superseded from time to time, the “MTA”), dated as of October 22, 2019, by and among The We Company, a Delaware corporation (“Holdings”), SoftBank Group Corp., a corporation incorporated under the laws of Japan (kabushiki kaisha) (“SBG”), SoftBank Vision Fund (AIV M1) L.P., a limited partnership organized under the laws of Delaware, Adam Neumann and We Holdings LLC, a limited liability company formed under the laws of Delaware, among other things, SBG committed (the “MTA Commitment”) to provide (either by itself or through its Affiliates (as defined therein)) debt financing in an aggregate original principal amount of up to US$1,100,000,000 to the Company and its Subsidiaries (as defined therein), on the terms and subject to the conditions of the MTA, including the terms set forth in Exhibit A to the MTA;
SUPPLEMENTAL INDENTURE NO. 3WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 3 (this “Third Supplemental Indenture”), dated as of October 19, 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”).
SUPPLEMENTAL INDENTURE NO. 7WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 7 (this “Seventh Supplemental Indenture”), dated as of February 22, 2021, 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”).
SUPPLEMENTAL INDENTURE NO. 9WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 9 (this “Ninth Supplemental Indenture”), dated as of April 22, 2021, 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”).
SUPPLEMENTAL INDENTURE NO. 2WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 2 (this “Second Supplemental Indenture”), dated as of September 15, 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”).
SUPPLEMENTAL INDENTURE NO. 10WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 10 (this “Tenth Supplemental Indenture”), dated as of June 1, 2021, 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”).
SUPPLEMENTAL INDENTURE NO. 6WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 6 (this “Sixth Supplemental Indenture”), dated as of January 20, 2021, 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”).
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • November 10th, 2021 • WeWork Inc. • Blank checks • New York
Tenth Supplemental Indenture (this “Tenth Supplemental Indenture”), dated as of October 20, 2021, between WW Holdco LLC, a Delaware limited liability company (the “Successor Guarantor”), as successor to WeWork Inc., a Delaware corporation (the “Original Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 11Supplemental Indenture • November 10th, 2021 • WeWork Inc. • Blank checks • New York
Supplemental Indenture No. 11 (this “Eleventh Supplemental Indenture”), dated as of October 20, 2021, between WW Holdco LLC, a Delaware limited liability company (the “Successor Guarantor”), as successor to WeWork Inc., a Delaware corporation (the “Original Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 8Supplemental Indenture • November 10th, 2021 • WeWork Inc. • Blank checks • New York
Supplemental Indenture No. 8 (this “Eighth Supplemental Indenture”), dated as of March 22, 2021, 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”).
SUPPLEMENTAL INDENTURE NO. 5WeWork Inc. • November 10th, 2021 • Blank checks • New York
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”).
SUPPLEMENTAL INDENTURE NO. 1WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 1 (this “First Supplemental Indenture”), dated as of August 14, 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”).
SUPPLEMENTAL INDENTURE NO. 4WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 4 (this “Fourth Supplemental Indenture”), dated as of November 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”).
