NOTES FORBEARANCE AGREEMENT
Exhibit 10.1
Execution Version
NOTES FORBEARANCE AGREEMENT
This NOTES FORBEARANCE AGREEMENT (this “Agreement”), dated as of October 30, 2023, is made and entered into by and among WeWork Companies LLC, a Delaware limited liability company (the “Issuer”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor” and, together with the Issuer, the “Issuers”), WeWork Inc., a Delaware corporation (the “Company”), and the other guarantors signatory hereto (collectively with the Company, the “WeWork Guarantors” and, collectively with the Issuer and Co-Obligor, the “Notes Parties” and each individually, a “Notes Party”), and the undersigned holders (collectively, the “Forbearing Stakeholders”) of the Issuers’ (a) First Lien Senior Secured PIK Notes due 2027 (the “First Lien Notes”), (b) Second Lien Senior Secured PIK Notes due 2027 (the “Second Lien Notes”), (c) Second Lien Exchangeable Senior Secured PIK Notes due 2027 (the “Second Lien Exchangeable Notes”) and (d) Third Lien Exchangeable Senior Secured PIK Notes due 2027 (the “Third Lien Exchangeable Notes” and, collectively with the First Lien Notes, the Second Lien Notes and the Second Lien Exchangeable Notes, the “Notes” and, the Notes collectively with the Indentures (as defined below) and the other notes documents related to each of the Indentures, the “Notes Documents”).
WHEREAS, the Issuers, the WeWork Guarantors and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “First Lien Notes Trustee”) and collateral agent (in such capacity, the “First Lien Notes Collateral Agent”), are party to that certain First Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (the “Base Indenture”), as amended by that certain First Supplemental Indenture, dated as of July 17, 2023 (the “First Supplemental Indenture”), and that certain Second Supplemental Indenture, dated as of August 25, 2023 (the “Second Supplemental Indenture” and collectively with the Base Indenture and the First Supplemental Indenture, and as further amended, supplemented or otherwise modified from time to time, the “First Lien Notes Indenture”), under which the First Lien Notes were issued.
WHEREAS, the Issuers, the WeWork Guarantors and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Second Lien Notes Trustee”) and collateral agent (in such capacity, the “Second Lien Notes Collateral Agent”), are party to that certain Second Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Notes Indenture”), under which the Second Lien Notes were issued.
WHEREAS, the Issuers, the WeWork Guarantors and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Second Lien Exchangeable Notes Trustee”) and collateral agent (in such capacity, the “Second Lien Exchangeable Notes Collateral Agent”), are party to that certain Second Lien Exchangeable Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Exchangeable Notes Indenture”), under which the Second Lien Exchangeable Notes were issued.
WHEREAS, the Issuers, the WeWork Guarantors and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Third Lien Exchangeable Notes Trustee” and, collectively with the First Lien Notes Trustee, the Second Lien Notes Trustee and the Second Lien Exchangeable Notes Trustee, the “Trustees”) and collateral agent (in such capacity, the “Third Lien Exchangeable Notes Collateral Agent” and, collectively with the First Lien Notes Collateral Agent, the Second Lien Notes Collateral Agent and the Second Lien Exchangeable Notes Collateral Agent, the “Notes Collateral Agents”), are party to that certain Third Lien Exchangeable Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time, the “Third Lien Exchangeable Notes Indenture” and collectively with the First Lien Notes Indenture, the Second Lien Notes Indenture and the Second Lien Exchangeable Notes Indenture, the “Indentures” and each, an “Indenture”), under which the Third Lien Exchangeable Notes were issued.
WHEREAS, the Forbearing Stakeholders collectively beneficially own in the aggregate approximately (a) (i) 95.6% of the aggregate principal amount of the Series I First Lien Notes (as defined in the First Lien Notes Indenture), (ii) 100% of the aggregate principal amount of the Series II First Lien Notes (as defined in the First Lien Notes Indenture), (iii) 100% of the aggregate principal amount of the Series III First Lien Notes (as defined in the First Lien Notes Indenture); (b) 93.9% of the aggregate principal amount of the Second Lien Notes; (c) 100% of the aggregate principal amount of the Second Lien Exchangeable Notes; and (d) 100% of the aggregate principal amount of the Third Lien Exchangeable Notes.
WHEREAS, the Notes Parties have requested that the Forbearing Stakeholders temporarily forbear during the Forbearance Period (as defined below) from accelerating the maturity of the Notes and declaring the principal, premium, and accrued and unpaid interest (if any) of the Notes immediately due and payable in accordance with the terms of the Notes Documents, and from otherwise exercising any remedies (or directing the Trustees to exercise any remedies) pursuant to Article 6 of the applicable Indentures or otherwise, solely to the extent arising from the occurrence and continuation of the Specified Defaults and Events of Default (as defined below), subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION I. FORBEARANCE
Section 1.01 Confirmation by the Notes Parties of Obligations and Specified Defaults and Events of Default. The Notes Parties hereby acknowledge and agree that:
(a) as of the date of this Agreement, (i) the aggregate principal amount of Series I First Lien Notes outstanding is $525,000,000, (ii) the aggregate principal amount of Series II First Lien Notes outstanding is $306,250,000, (iii) the aggregate principal amount of Series III First Lien Notes outstanding is $181,250,000, (iv) the aggregate principal amount of Second Lien Notes is $687,212,250, (v) the aggregate principal amount of Second Lien Exchangeable Notes is $187,500,000 and (vi) the aggregate principal amount of Third Lien Exchangeable Notes is $269,625,000 (in each case, not inclusive of accrued and unpaid interest, PIK Interest, default interest, fees, and other amounts payable under the Notes Documents), and such amounts, together with all of the other obligations of the Notes Parties under the Indentures, are validly owing and not subject to any right of setoff, offset, deduction, defenses, claim, or counterclaim in favor of the Notes Parties;
(b) but for the execution of this Agreement and any remaining applicable grace periods, the Specified Defaults and Events of Default would permit the Forbearing Stakeholders to exercise rights and remedies provided for under the Notes Documents and applicable law against the Notes Parties, their property and assets and their interests in property and assets (the “Rights and Remedies”), without the need for any further notice to the Notes Parties, unless notice is otherwise required under the applicable Indentures;
(c) the Notes Documents are unchanged and in full force and effect, and the applicable Notes Parties further ratify and affirm the Notes Documents, including any and all liens and other security
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interests securing the same, and agree that the Notes Documents and the liens and security interests securing the same constitute valid and binding obligations and agreements of, and security interests and liens on, the applicable Notes Parties and the Shared Collateral1 enforceable by the applicable Trustees, the applicable Notes Collateral Agents (in the case of liens and security interests) and the Forbearing Stakeholders, as applicable, against the applicable Notes Parties and their assets in accordance with the terms of the Notes Documents;
(d) the Forbearing Stakeholders have not waived, released or compromised and do not hereby waive, release or compromise any events, occurrences, acts, or omissions that may constitute or give rise to any defaults, including, without limitation, the Specified Defaults and Events of Default, that existed or may have existed, exist or may presently exist, or may arise in the future, nor does any Forbearing Stakeholder waive any Rights and Remedies;
(e) the execution and delivery of this Agreement shall not: (i) constitute an extension, modification, or waiver of any aspect of the Indentures; (ii) extend the terms of the Notes or the due date of any of the Notes; (iii) give rise to any obligation on the part of the Forbearing Stakeholders to extend, modify or waive any term or condition of the Notes; (iv) establish any course of dealing with respect to the Notes; or (v) give rise to any defenses or counterclaims to the right of the Forbearing Stakeholders to compel payment of the Notes or otherwise enforce their Rights and Remedies following the termination of the Forbearance Period;
(f) the Notes Parties have requested the Forbearing Stakeholders’ forbearance as set forth in this Agreement, which provides direct and substantial benefits to the Notes Parties;
(g) the Forbearing Stakeholders’ agreement to forbear in the exercise of their Rights and Remedies solely on account of the Specified Defaults and Events of Default as provided herein shall not invalidate, impair, negate or otherwise affect the applicable Trustee’s or Forbearing Stakeholders’ ability to exercise their Rights and Remedies or otherwise with respect to the Specified Defaults and Events of Default following the termination of the Forbearance Period, and the Notes Parties acknowledge and agree that the forbearance provided hereby is limited in time and scope and is subject to the terms and conditions set forth herein;
(h) the Notes Parties understand and accept the temporary nature of the forbearance provided hereby and that the Forbearing Stakeholders have given no assurances that they will extend such forbearance or provide further waivers or amendments to the Indentures; and
(i) upon the occurrence of a Termination Event (as defined below), the Forbearing Stakeholders shall be entitled to exercise all Rights and Remedies in respect of the Specified Defaults and Events of Default under the Notes Documents and applicable law.
Section 1.02 Forbearance. In reliance upon the representations and warranties, agreements, and covenants of the Notes Parties contained in this Agreement, and subject to the terms and conditions provided herein, during the period commencing on the date hereof and ending upon the event earliest to occur of (a)–(m) below (any such event in the following clauses (a)–(m) of this Section 1.02, a “Termination Event,” and the period beginning on the date of this Agreement and ending automatically on the date of the Termination Event, the “Forbearance Period”), each Forbearing Stakeholder hereby agrees
| 1 | As defined in that certain Amended and Restated Pari Passu Intercreditor Agreement, dated as of May 5, 2023, by and among, the Issuer, the other grantors party thereto, Xxxxxxx Xxxxx International Bank, as authorized representative for the credit agreement secured parties, and U.S. Bank Trust Company, National Association, as authorized representative for the senior secured notes creditors (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “First Lien Pari Passu Intercreditor Agreement”). |
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-(x) to forbear from exercising any of its Rights and Remedies, including with respect to an acceleration, under the applicable Indentures or applicable law with respect to any Default or any Event of Default (as defined in the applicable Notes Documents) arising under Section 6.01 of the applicable Indentures relating to or as a proximate result of (i) the Issuers’ failure to pay interest on the Notes which was due on October 1, 2023 and payable on October 2, 2023 or during the subsequent 30-day grace period, and (ii) the entry by the Notes Parties into this Agreement with an Affiliate (as defined in each Indenture) of the Issuer without complying with certain requirements set forth in Section 4.14 of each Indenture (clauses (i) and (ii) together, the “Specified Defaults and Events of Default”) and (y) to exercise its rights, as applicable, to direct the Trustees and the Notes Collateral Agents to forbear from exercising any remedy available to the Trustees or Notes Collateral Agents or exercising any trust or power conferred upon the Trustees or Notes Collateral Agents with respect to the Specified Defaults and Events of Default prior to the occurrence of a Termination Event; provided, that any such actions shall be at no cost to the Forbearing Stakeholders, and the Forbearing Stakeholders shall not be required to provide any indemnities or otherwise take any action or issue any direction or instruction that would (or, in the Forbearing Stakeholders’ reasonable discretion, could) cause the Forbearing Stakeholders to become liable for any amounts to the Trustees or any other person. For the avoidance of doubt, each Forbearing Stakeholder agrees that it will not (individually or collectively) deliver any notice or instruction to the Trustees directing the Trustees to exercise any of the rights and remedies under the Indentures or applicable law with respect to the Specified Defaults and Events of Default during the Forbearance Period; provided, further, that interest on all overdue principal and interest (including, for the avoidance of doubt, default interest) with regard to the Notes shall continue to accrue in accordance with the applicable Indentures but, for the avoidance of doubt, shall not be due and payable during the Forbearance Period. A copy of this Agreement shall be delivered by counsel to the Notes Parties to the Trustees, the Notes Collateral Agents, and their respective counsel, with Xxxx, Gotshal & Xxxxxx LLP (“Weil”) as counsel to the Forbearing SoftBank Parties (as defined herein), Xxxxxx LLP (“Cooley”) as counsel to the Forbearing Cupar Parties (as defined herein), and Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”) as counsel to the Forbearing AHG Noteholders (as defined herein) copied, and such delivery is hereby deemed to constitute the direction required by subclause (y) of this Section 1.02 and satisfy each Forbearing Stakeholder’s obligation to so direct the Trustees and the Notes Collateral Agents.
A Termination Event under this Section 1.02 consists of the earliest of any of the following:
(a) 11:59 p.m. (New York City time) on November 6, 2023;
(b) failure by the Company to provide to each of (x) SoftBank Vision Fund II-2 L.P. and any of its affiliates that hold the Notes (collectively, the “Forbearing SoftBank Parties”), (y) Cupar Grimmond, LLC (“Cupar”) and any of its affiliates that hold the Notes (collectively, the “Forbearing Cupar Parties”) and (z) the Forbearing AHG Noteholders (as defined below), by November 1, 2023, a 13-week cash flow forecast for the period commencing on or about November 6, 2023 that is in form and substance acceptable to each of (aa) the Forbearing SoftBank Parties, (bb) the Forbearing Cupar Parties, and (cc) at least two (2) separate institutions constituting Forbearing Stakeholders who hold a majority in face amount of the Notes held by members of the ad hoc group represented by Xxxxx Xxxx (the “Forbearing AHG Noteholders” and, such majority of Forbearing AHG Noteholders, the “Majority Forbearing AHG Noteholders”);
(c) the occurrence of any Event of Default (as defined in the Indentures) under the Indentures following the date hereof other than the Specified Defaults and Events of Default;
(d) commencement by any of the Notes Parties of a case under title 11 of the United States Code or any similar reorganization, liquidation, insolvency, or receivership proceeding under applicable law;
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(e) payment of all of the interest that was due on October 1, 2023 and payable on October 2, 2023 under the applicable Indentures to each Forbearing Stakeholder, as applicable;
(f) the failure of delivery by the Company and/or its advisors of answers to the questions by November 1, 2023, as set forth in the diligence list delivered to the Company’s advisors on October 17, 2023 by Ducera, in each case reasonably satisfactory to each of the Forbearing Stakeholder Advisors;
(g) the failure by the Company to pay any amounts owed to Weil, Xxxxxxxx Xxxxx Capital, Inc. (“Houlihan”), Xxxxxxxx Xxxxx & Deutsch LLP (“WMD”), Xxxxxx, Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”), Xxxxx Xxxx, Ducera Partners (“Ducera”), Xxxxxxxxx Xxxxxxx LLP (“Xxxxxxxxx Xxxxxxx”), Xxxxxx & Xxxxx N.V. (“L&L”), and Freshfields Bruckhaus & Xxxxxxxx LLP (“Freshfields”) in accordance with Section 2.02 of this Agreement;
(h) any of the Notes Parties taking any of the following actions: (i) the incurrence of any indebtedness outside of the ordinary course of business; (ii) the granting of any lien outside of the ordinary course of business; (iii) the making of any investment outside of the ordinary course of business; (iv) the consummation or completion of any merger, consolidation, acquisition, sale, or disposition of assets, or similar transaction outside the ordinary course of business or (v) any other action outside of the ordinary course of business, which includes, without limitation, (1) the issuance of any common or preferred stock or partnership interests, units, shares or other equity or equity convertible interests, (2) the amendment of the organizational, governance, corporate, limited liability or partnership documents of the Notes Parties, and (3) any agreement, contractual or other similar arrangement with the Forbearing Softbank Parties (other than any agreement, contractual or other similar arrangement with the Forbearing SoftBank Parties relating to the Credit Agreement2), Forbearing AHG Noteholders, and/or the Forbearing Cupar Parties, in each case without the express written consent of each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders;
(i) the entry by any Notes Party into any support agreement or definitive documentation with respect to, or announcement by any Notes Party of its intent to pursue, any restructuring, recapitalization, refinancing, repurchase or other material transaction in respect of any Notes or any of its properties, whether through a court-supervised insolvency proceeding or otherwise, without the express written consent of each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders;
(j) the entry by any Notes Party into any material agreement or transaction with any of its landlords, in each case requiring, during the Forbearance Period, either (x) a draw on any letter of credit in excess of $2.00 million in satisfaction of such Notes Party’s existing obligations or (y) aggregate cash payments by such Notes Party in excess of $5.00 million, in each case without (i) notice delivered to each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders at least 24 hours prior to such entry (which may be delivered to Weil on behalf of the Forbearing SoftBank Parties, Cooley on behalf of the Forbearing Cupar Parties, and Xxxxx Xxxx on behalf of the Majority Forbearing AHG Noteholders) and (ii) the prior written consent of each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and
| 2 | “Credit Agreement” means, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, that certain Credit Agreement, dated as of December 27, 2019, by and among the Issuer, SoftBank Vision Fund II-2 L.P., SVF II GP (Jersey) Limited, and SB Global Advisers Limited, as obligors, the several issuing creditors and letter of credit participants from time to time parties thereto, Xxxxxxx Xxxxx International Bank, as senior tranche administrative agent and shared collateral agent, Xxxxx Agency Services Limited, as junior tranche administrative agent, and the other parties thereto from time to time. |
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the Majority Forbearing AHG Noteholders (which may be provided by Weil acting at the direction of the Forbearing SoftBank Parties, Cooley acting at the direction of the Forbearing Cupar Parties, and Xxxxx Xxxx acting at the direction of the Majority Forbearing AHG Noteholders), not to be unreasonably withheld; provided, that, such advance notice and consent shall not be required for any Notes Party to enter into any such agreement or transaction with landlords on an emergency basis to preserve the Company’s or its subsidiaries’ ongoing operations or membership as long as notice is given to each of the parties described in this subsection (i) within one business day following any such agreement or transaction;
(k) any payment by the Notes Parties of principal, premium or interest on any of its outstanding funded indebtedness;
(l) failure by the applicable Notes Parties to enter into the Ducera engagement letter by 5:00 p.m. (New York City time) on November 1, 2023; or
(m) any Notes Party breaches, does not comply with or otherwise fails to satisfy any provision of this Agreement in all material respects.
SECTION II. AFFIRMATIVE COVENANTS
Section 2.01 Information; Access. The applicable Notes Parties shall provide the Forbearing Stakeholders with all information related to the Notes Parties, its properties and business or any restructuring transaction, in each case as it becomes available and to the extent reasonably requested by the Forbearing Stakeholders; provided, however, that to the extent such diligence information is designated as professional eyes only, such diligence information shall be provided to the Forbearing Stakeholders’ Advisors, and the Notes Parties and their advisors shall act reasonably and in good faith to ensure that the maximal amount of such information that can be provided to the Forbearing Stakeholders pursuant to the terms of the non-disclosure agreements between such Forbearing Stakeholders is so provided. Any such information provided by the Notes Parties to any of the Forbearing Stakeholders (including, but not limited to information provided to the Forbearing Softbank Parties, the Forbearing Cupar Parties, or the Majority Forbearing AHG Noteholders pursuant to this Section 2.01), shall be shared substantially contemporaneously with the Forbearing Softbank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders (or their advisors to the extent such information is designated as professional eyes only), as applicable.
Section 2.02 Retention of Professionals. The applicable Notes Parties covenant and agree that they shall pay the reasonable and documented fees and expenses of (a) each of Weil, Xxxxxxxx, and WMD (collectively, the “SoftBank Advisors”), (b) each of Cooley and Xxxxx Xxxxxxx (the “Cupar Advisors”), (c) each of Xxxxx Xxxx, Xxxxxx, Xxxxxxxxx Xxxxxxx, L&L and Freshfields (the foregoing, collectively, the “Forbearing AHG Noteholder Advisors”, and together with the SoftBank Advisors and the Cupar Advisors, the “Forbearing Stakeholder Advisors”), and (d) any other advisors retained by the Forbearing Stakeholders, in each case, within one (1) business day of receipt of an invoice (together with any required W-9 or other similar required tax forms) therefor, including invoices delivered on the date hereof.
Section 2.03 Negotiations with Landlords and General Restructuring Progress. The Notes Parties covenant and agree that they shall arrange and facilitate weekly meetings between Hilco Real Estate, LLC and the Forbearing Stakeholders who wish to so participate and at their reasonable request such that the Forbearing Stakeholders are regularly appraised of the status of negotiations with landlords. The Notes Parties further covenant and agree that they shall provide weekly updates to the Forbearing Stakeholders regarding general restructuring progress prior to any Termination Event. The weekly updates and meetings described in this Section 2.03 shall be set on days and times reasonably acceptable to each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders, and shall be conducted pursuant to the terms of the existing confidentiality agreements between the Forbearing Stakeholders and the applicable Notes Parties without the need to amend any such agreements. Any such information shared by the Notes Parties pursuant to the aforementioned weekly updates and meetings shall be shared substantially contemporaneously with the Forbearing Softbank Parties, the Forbearing Cupar Parties, and the Majority Forbearing AHG Noteholders, as applicable.
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SECTION III. CONDITIONS TO EFFECTIVENESS
Section 3.01 Conditions to Effectiveness. The effectiveness of this Agreement is subject to the following:
(a) the payment by the applicable Notes Parties of the accrued and unpaid documented and reasonable fees and expenses invoiced to the Company (together with any required W-9 or other similar required tax forms) prior to the date hereof of (i) Xxxx; (ii) Xxxxxxxx; (iii) WMD; (iv) Cooley; (v) Xxxxx Xxxxxxx; (vi) Xxxxx Xxxx, (vii) Ducera; (viii) Xxxxxxxxx Xxxxxxx LLP; (ix) L&L and (x) Freshfields Bruckhaus & Xxxxxxxx LLP, and in each case it is hereby acknowledged by the applicable Notes Parties that additional accrued and unpaid fees and expenses of the foregoing advisors in excess of the amount paid pursuant to this provision have not been waived and all rights of the Forbearing Stakeholders are reserved with respect to payment of such accrued and unpaid amounts; and
(b) payment by the applicable Note Parties to Cupar of all outstanding fees related to the Cupar letter of credit in the amount previously invoiced to the Company (together with any required W-9 or other similar required tax forms).
SECTION IV. REPRESENTATIONS AND WARRANTIES
Section 4.01 Notes Parties Representations and Warranties. To induce the Forbearing Stakeholders to execute and deliver this Agreement, each Notes Party represents, warrants and covenants that:
(a) each Notes Party is duly organized, validly existing, and are not in violation in any respect of any term of its charter, bylaws, or other constitutive documents and that each Notes Party has the requisite power and authority to enter into, execute, and deliver this Agreement and to perform their respective obligations hereunder and have taken all necessary action required for the due authorization, execution, delivery and performance by them of this Agreement;
(b) this Agreement has been duly and validly executed and delivered by each Notes Party and, assuming due and valid execution hereof by the Forbearing Stakeholders, constitutes the valid and binding obligation of each Notes Party, enforceable against each Notes Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(c) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Notes Parties of this Agreement, other than those obtained prior to the effective date hereof or being obtained in connection herewith; and
(d) As of the date hereof, no Default or Event of Default other than the Specified Default has occurred or is continuing under this Agreement or the Notes Documents.
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Section 4.02 Forbearing Stakeholders’ Representations and Warranties. To induce the Notes Parties to execute and deliver this Agreement, each of the Forbearing Stakeholders represents, warrants and covenants that:
(a) such Forbearing Stakeholder holds, beneficially owns or controls the aggregate principal amount of the Notes indicated on its signature page hereto and such Notes are owned free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such Forbearing Stakeholder’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed;
(b) such Forbearing Stakeholder has the requisite power and authority to enter into, execute and deliver this Agreement and to perform its respective obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and performance by it of this Agreement;
(c) this Agreement has been duly and validly executed and delivered by such Forbearing Stakeholder and, assuming due and valid execution hereof by the Notes Parties and the other Forbearing Stakeholders, constitutes the valid and binding obligation of such Forbearing Stakeholder, enforceable against such Forbearing Stakeholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
(d) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Forbearing Stakeholder of this Agreement, other than those obtained prior to the effective date hereof or being obtained in connection herewith.
SECTION V. MISCELLANEOUS
Section 5.01 Release. The Notes Parties (for themselves and their subsidiaries and affiliates (which, for the avoidance of doubt, shall not include (i) Xxxx Xxxxxxx or any of his affiliates, or (ii) any of the Forbearing SoftBank Parties or their non-Notes Party subsidiaries or affiliates) and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) do hereby fully, finally, unconditionally and irrevocably release, waive and forever discharge each of the Forbearing Stakeholders, together with each of their respective subsidiaries and affiliates (which, for the avoidance of doubt, shall not include (i) Xxxx Xxxxxxx or any of his affiliates, or (ii) any of the Notes Parties or their subsidiaries), and each of the directors, officers, members, shareholders, employees, agents, attorneys, advisors, and consultants (including the Forbearing Stakeholder Advisors) of each of the foregoing (collectively, the “Released Parties”), from any and all debts, claims, allegations, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done by such Released Party, in each case, on or prior to the date hereof solely arising out of this Agreement, the Indentures or any other Notes Document, or any act, event or transaction related or attendant thereto, or the agreements of any Forbearing Stakeholder contained therein, or the possession, use, operation or control of any of the assets of the Notes Parties, in each case other than as a result of such Released Party’s bad faith or wilful misconduct. Each Notes Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby.
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Section 5.02 Interpretive Matters.
(a) Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the term “including” is not limiting. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection and clause references herein are to this Agreement unless otherwise specified.
(b) The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any individual, corporation, company, partnership or other entity.
(c) Capitalized terms used but not defined in this Agreement have the meanings given to them in the applicable Indentures, unless otherwise specified herein.
Section 5.03 Governing Law; Jury Trial Waiver.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
(b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
(c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(D) THE NOTES PARTIES AND THE FORBEARING STAKEHOLDERS, BY ACCEPTANCE OF THIS AGREEMENT, MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN
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RESPECT OF ANY LITIGATION BASED HEREIN, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE INDENTURE, THE NOTES DOCUMENTS OR ANY OTHER DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF ANY FORBEARING STAKEHOLDER RELATING TO THE ADMINISTRATION OF THE NOTES OR ENFORCEMENT OF THE INDENTURE ARISING OUT OF TORT, STRICT LIABILITY, CONTRACT OR ANY OTHER LAW, AND AGREE THAT NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
Section 5.04 Successors and Assigns. This Agreement shall be binding upon the Notes Parties, the Forbearing Stakeholders and their respective successors and assigns, and shall inure to the benefit of each such person and their permitted successors and assigns.
Section 5.05 Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
Section 5.06 Integration. This Agreement contains the entire understanding of the parties hereto with regard to the subject matter contained herein. This Agreement supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every nature whatsoever with respect to the matters referred to in this Agreement, all of which have become merged and finally integrated into this Agreement. Each of the parties hereto understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Agreement, no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating to the subject matter of this Agreement not included or referred to herein and not reflected by a writing included or referred to herein.
Section 5.07 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 5.08 Email. Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.
Section 5.09 Amendment. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the prior written consent of (a) the Company, (b) the Forbearing SoftBank Parties, (c) the Majority Forbearing AHG Noteholders, and (d) solely to the extent any such amendment, modification, supplement, waiver or consent materially, adversely, and disproportionately affects the Forbearing Cupar Parties, the Forbearing Cupar Parties; provided, that any draft of any such amendment, modification, supplement, waiver or consent shall be shared in advance with the Forbearing Cupar Parties substantially concurrently when the same is shared with the Forbearing SoftBank Parties and the Majority Forbearing AHG Noteholders; provided, further, that any date or deadline herein (including, without limitation, any extension of the Forbearance Period) may be extended only with the prior written consent (email being sufficient) of each of the Forbearing SoftBank Parties, the Forbearing Cupar Parties and the Majority Forbearing AHG Noteholders, and any such extension may be communicated and effectuated by email by the (i) Forbearing SoftBank Parties or Weil, (ii) the Forbearing Cupar Parties or Cooley, and (iii) Forbearing AHG Noteholders or Xxxxx Xxxx, to counsel to the Company.
10
Section 5.10 No Implied Waiver or Amendment. Except as expressly set forth herein, this Agreement shall not operate as, be deemed to be or be construed as a waiver, amendment or modification of any term, provision, representation, warranty or covenant contained in the Note Documents.
Section 5.11 Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
| WEWORK COMPANIES LLC | ||
| WW CO-OBLIGOR INC. | ||
| WEWORK INC. | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| 0 XXXXXX XXXXXX TENANT LLC 0 XXXXXXXXX XXXXX TENANT LLC 0 XXXXXXXX XXX TENANT LLC 0 XXXXXXX XXXXXX TENANT LLC 0 XXXX STREET TENANT LLC 1 POST STREET TENANT LLC 0 XXXXX XXXXXXXX XXXXXX TENANT LLC 1 UNION SQUARE WEST HQ LLC 10 EAST 00XX XXXXXX TENANT LLC 10 EAST 40TH STREET HQ LLC 100 BAYVIEW CIRCLE TENANT LLC 000 XXXXXXXX TENANT LLC 000 X XXXXX XXXXXX TENANT LLC 000 XXXXXX STREET TENANT LLC 00000 XXXXXXXXXX BOULEVARD TENANT LLC 0000 XXXXXXXX AVE TENANT LLC 0000 XXXX 4TH PLACE TENANT LLC 000 XXXX XXXXXXXXXX XXXXXX TENANT LLC 000 XXXXXXXX XXXXXX NORTHWEST TENANT LLC 101 NORTH 1ST AVENUE TENANT LLC 10250 CONSTELLATION TENANT LLC 0000 XXXXX XXXXXXXX TENANT LLC 00000 XXXXX XXXXXX XXXXXXXXX TENANT LLC 10845 XXXXXXXX PEAK DRIVE TENANT LLC 00000 XX 0XX XXXXXX TENANT LLC 000 X 0XX XXXXXX TENANT LLC 00000 XXXXXXXXX XXXXXXXXX TENANT LLC 1099 XXXXXXX STREET TENANT LLC 11 PARK PL TENANT LLC 000 000XX XXXXXX NORTHEAST TENANT LLC 000 XXXXXXXX XXXXXX TENANT LLC 110 WALL MANAGER LLC 0000 00XX XXXXXX NW TENANT LLC 0000 XXXXXX XXXXXX TENANT LLC 0000 XXXX XXXXXX TENANT LLC 0000 XXXXXXXX TENANT LLC 0000 XXXX 0XX XXXXXX TENANT LLC 1114 W XXXXXX MARKET Q LLC 0000 XXXXXXXX Q LLC 0000 XXXXXX XXXX XXXX TENANT LLC 1115 W XXXXXX MARKET Q LLC 000 XXXXXXXX TENANT LLC 000 XXXX 00XX XXXXXX TENANT LLC 0000 XXXXX XXXXX XXXXXX TENANT LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| 0000 XXXXXXXXX CENTER WEST TENANT LLC 0000 XXXX XXXXXX XXXXXX TENANT LLC 0000 0XX XXXXXX TENANT LLC 000 XX 0XX XXX TENANT LLC 0000 XXXXXXXXX TENANT LLC 00000 XXXXXX XXXX TENANT LLC 00 XXXX 00XX XXXXXX TENANT LLC 12 SOUTH 1ST STREET TENANT LLC 000 XXXX TRINITY PLACE TENANT LLC 0000 00XX XXXXXX TENANT LLC 0000 XXXXXXXX XXXXXX TENANT LLC 0000 0XX XXXXXX TENANT LLC 0000 XXXXX XXXXXX TENANT LLC 0000 XXXXXX XXXX TENANT LLC 00000 XXXXXXXXXX DRIVE TENANT LLC 1240 ROSECRANS TENANT LLC 000 X XXXXX XXXXXX TENANT LLC 000 XXXX 00XX XXXXXX TENANT LLC 00000 XXXXXXXXX XXXX TENANT LLC 000 XXXXX XXXXX XXXXXX TENANT LLC 000 0XX XXXXXX TENANT LLC 000 XXXXXXX AVENUE TENANT LLC 000 X 00XX XXXXXX TENANT LLC 0000 0XX XXXXXX Q LLC 0000 XXXXXX XXXXXX TENANT LLC 0000 XXX XXXXXXXXX XXXXXX NORTHWEST TENANT LLC 000 X 00XX XXXXXX TENANT LLC 135 MADISON AVE TENANT LLC 0000 XXXXXXXXX XXXXXX NE TENANT LLC 0000 XXXXXXXXX XXXXXX NORTHWEST TENANT LLC 0000 XXXXXX XXXXXX TENANT LLC 0000 XXXXXXXX TENANT LLC 0000 0XX XXXXXX TENANT LLC 000 X 00XX XXXXXX TENANT LLC 0000 XXXXXX XXXXXX TENANT LLC 0000 XXXXXXXX XXXXXX XXX 0000 XX MARKET STREET TENANT LLC 1449 XXXXXXXX AVENUE TENANT LLC 000 X 00XX XXXXXX TENANT LLC 1450 BROADWAY TENANT LLC 0000 0XX XXXXXX PROMENADE Q LLC 0000 XXXXXX XXXXXX TENANT LLC 0000 XXXXXXXX TENANT LLC 000 XXXXXXXXX XXXXXX TENANT LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| 000 0XX XXXXXX TENANT LLC 000 XXXXXXX AVENUE TENANT LLC 00 XXXX 00XX XXXXXX TENANT LLC 000 0XX XXX N TENANT LLC 000 0XX XXXXXX TENANT LLC 0000 00XX XXX TENANT LLC 0000 XXXXXXXX TENANT LLC 000 X 00XX XXXXXX TENANT LLC 1547 9TH STREET HQ LLC 1557 WEST INNOVATION WAY TENANT LLC 0000 XXXXXXXX TENANT LLC 00 XXXX 00XX XXXXXX TENANT LLC 000 XXXXXX XXXXXX TENANT LLC 000 X SANTA XXXXX ST TENANT LLC 0000 0XX XXXXXX TENANT LLC 0000 XXX XXXXXX TENANT LLC 1601 MARKET STREET TENANT LLC 0000 XXXX XXXXXX TENANT LLC 000 XXXXXX OF THE AMERICAS TENANT LLC 1615 PLATTE STREET TENANT LLC 1619 BROADWAY TENANT LLC 000 XXXXX XXXXXX HQ LLC 0000 XXXXXXX XXXXXX TENANT LLC 000 X XXXXX XXXXXX TENANT LLC 0000 XXXXXXX XXXXXX TENANT LLC 0000 XXXXXX XXXXXXX XXXXXXXXX TENANT LLC 0000 XXXXX XXXXXX TENANT LLC 00000 XXXXXX XXXXXX ROAD TENANT LLC 000 X XXXXXXXX XXXX TENANT LLC 0000 XXXXXX XXXXXXXXX TENANT LLC 00 XXXX 18TH STREET TENANT LLC 180 XXXXX STREET HQ LLC 000 XXXXXXX XXXXXX TENANT LLC 1814 FRANKLIN ST Q LLC 18191 XXX XXXXXX AVENUE TENANT LLC 0000 XXXXX XXXXX XXXXXX TENANT LLC 0000 XXXXXX XX TENANT LLC 000 XXXXXXX XXXXXX Q LLC 1840 GATEWAY DR TENANT LLC 185 MADISON AVENUE TENANT LLC 18691 JAMBOREE ROAD TENANT LLC 1875 K STREET NW TENANT LLC 1881 BROADWAY HQ LLC 1900 MARKET STREET TENANT LLC 0000 XXXXXX XXXXXX TENANT LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
Normal;[Signature Page to Forbearance Agreement]
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| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
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| By: |
/s/ Xxxx Xxxxxx | |
| Name: |
Xxxx Xxxxxx | |
| Title: |
Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
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| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
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| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
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| By: |
/s/ Xxxx Xxxxxx | |
| Name: |
Xxxx Xxxxxx | |
| Title: |
Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| 0000 XXXXXX XXXXXXXXX HQ LLC 0000 XXXXXXX XXXXXX TENANT LLC 0000 XXXXXXX GREEN TENANT LLC 00 X XXXXX TENANT LLC 000 0XX XXX TENANT LLC 000 XXXXXXXXX XXXXXX NORTHEAST TENANT LLC 0000 XXXXXXXXXX XXXXXX LANE TENANT LLC 00 XXXXX 000 XXXX TENANT LLC 000 XXXXX XXXXX XXXX TENANT LLC 000 XXXXXXXX XX TENANT LLC 000 XXXXXXXX TENANT LLC 000 0XX XXX TENANT LLC 000 XX 0XX XXXXXX TENANT LLC 0000 XXXXXXXXXX XXXXXXX TENANT LLC 000 0XX XXXXXX TENANT LLC 000 X XX XXXX XXX TENANT LLC 0000 XXXXXXXX XXXXXXXXX Q LLC 000 0XX XXXXXX TENANT LLC 0000 XXXXXXXX BOULEVARD TENANT LLC 00 XXXXXXX XXXXXX Q LLC 00 XXXX XXXXXX TENANT LLC | ||
| BIRD INVESTCO LLC | ||
| CITIES BY WE LLC | ||
| COMMON DESK DAYMAKER LLC | ||
| COMMON DESK HOLDINGS LLC | ||
| EUCLID LLC | ||
| FIELDLENS LLC | ||
| FIVE HUNDRED FIFTH AVENUE HQ LLC | ||
| INSURANCE SERVICES BY WEWORK LLC | ||
| LEGACY TENANT LLC | ||
| MAILROOM BAR AT 110 WALL LLC | ||
| ONE GOTHAM CENTER TENANT LLC | ||
| ONE METROPOLITAN SQUARE TENANT LLC | ||
| PARKMERCED PARTNER LLC | ||
| PLAY BY WEWORK LLC | ||
| POWERED BY WE LLC | ||
| PROJECT CAESAR LLC | ||
| PROJECT STANDBY I LLC | ||
| PROLIFIC INTERACTIVE LLC | ||
| PXWE FACILITY & ASSET MANAGEMENT SERVICES LLC | ||
| SOUTH XXXXX STREET TENANT LLC | ||
| SPACIOUS TECHNOLOGIES, LLC | ||
| THE HUB TENANT LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| WALTZ MERGER SUB LLC | ||
| WE RISE SHELL LLC | ||
| WE WORK 154 GRAND LLC | ||
| WE WORK 000 0XX XXX XXX | ||
| WE WORK MANAGEMENT LLC | ||
| WE WORK RETAIL LLC | ||
| WEINSURE HOLDCO LLC | ||
| WELKIO LLC | ||
| WEWORK 156 2ND LLC | ||
| WEWORK 175 VARICK LLC | ||
| WEWORK 25 XXXXXX LLC | ||
| WEWORK 261 MADISON LLC | ||
| WEWORK 54 WEST 40TH LLC | ||
| WEWORK ASSET MANAGEMENT LLC | ||
| WEWORK COMMONS LLC | ||
| WEWORK COMPANIES PARTNER LLC | ||
| WEWORK CONSTRUCTION LLC | ||
| WEWORK HOLDINGS LLC | ||
| WEWORK INTERCO LLC | ||
| WEWORK LA LLC | ||
| WEWORK LABS ENTITY LLC | ||
| WEWORK LITTLE WEST 12TH LLC | ||
| WEWORK MAGAZINE LLC | ||
| WEWORK REAL ESTATE LLC | ||
| WEWORK SERVICES LLC | ||
| WEWORK SPACE SERVICES LLC | ||
| WEWORK WELLNESS LLC | ||
| WILDGOOSE I LLC | ||
| WW 1010 XXXXXXX LLC | ||
| WW 000 XXXXXX XXXXXX LLC | ||
| WW 11 XXXX LLC | ||
| WW 110 WALL LLC | ||
| WW 111 WEST ILLINOIS LLC | ||
| WW 000 X 00XX XXXXXX LLC | ||
| WW 1161 MISSION LLC | ||
| WW 000 X 00XX XXXXXX LLC | ||
| WW 0000 XXXXXXX XXXXXX LLC | ||
| WW 0000 XXXXXXX XXXXXX LLC | ||
| WW 0000 XXXXX XXXXXX LLC | ||
| WW 1875 CONNECTICUT LLC | ||
| WW 2015 XXXXXXXX LLC | ||
| WW 000 X 00XX XXXXXX LLC | ||
| WW 210 N GREEN LLC | ||
| WW 000 XX XXXXXX XXXXXX LLC | ||
| WW 000 XXXXXXXX LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| WW 2221 SOUTH XXXXX LLC | ||
| WW 240 BEDFORD LLC | ||
| WW 25 BROADWAY LLC | ||
| WW 312 ARIZONA LLC | ||
| WW 350 LINCOLN LLC | ||
| WW 000 X XXXXXXXX LLC | ||
| WW 000 XXXX XXXXXX SOUTH LLC | ||
| WW 0 X 000XX XXXXXX LLC | ||
| WW 500 YALE LLC | ||
| WW 51 XXXXXXX LLC | ||
| WW 520 BROADWAY LLC | ||
| WW 535 MISSION LLC | ||
| WW 000 XXXX 0XX XXXXXX LLC | ||
| WW 5782 JEFFERSON LLC | ||
| WW 600 CONGRESS LLC | ||
| WW 000 X XXXXXX LLC | ||
| WW 000 0XX XXXXXX LLC | ||
| WW 745 ATLANTIC LLC | ||
| WW 79 MADISON LLC | ||
| WW 81 PROSPECT LLC | ||
| WW 000 XXXX 0XX XXXXXX LLC | ||
| WW 85 BROAD LLC | ||
| WW 995 MARKET LLC | ||
| WW BROOKLYN NAVY YARD LLC | ||
| WW BUILDCO LLC | ||
| WW ENLIGHTENED HOSPITALITY INVESTOR LLC | ||
| WW ONSITE SERVICES AAG LLC | ||
| WW ONSITE SERVICES EXP LLC | ||
| WW ONSITE SERVICES LLC | ||
| WW ONSITE XXXXXXXX XXX LLC | ||
| WW ONSITE XXXXXXXX XXX LLC | ||
| WW PROJECT SWIFT DEVELOPMENT LLC | ||
| WW PROJECT SWIFT MEMBER LLC | ||
| WW VENDORCO LLC | ||
| WWCO ARCHITECTURE XXXXXXXX XXX | ||
| CD LOCATIONS, LLC | ||
| COMMON DESK DE, LLC | ||
| COMMON DESK OPERATIONS LLC | ||
| COMMON DESK OC, LLC | ||
| COMMON DESK WEST 7TH, LLC | ||
| COMMON COFFEE LLC | ||
| MISSIONU PBC | ||
| WEWORK SPACE SERVICES INC. | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| 700 NORTH MIAMI TENANT LLC | ||
| WEWORK WORKPLACE LLC 0000 XXXXXXXXXX XXX XXXXXX LLC | ||
| CREATOR FUND MANAGING MEMBER LLC | ||
| WW JOURNAL SQUARE MEMBER LLC | ||
| WW JOURNAL SQUARE HOLDINGS LLC | ||
| WW 26 JS MEMBER LLC | ||
| WEWORK BRYANT PARK LLC | ||
| CLUBHOUSE TS LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Financial Officer | |
[Signature Page to Forbearance Agreement]
| 000 00XX XXXXXX XX TENANT LLC 0000 XXXXX XXXXXX XXXXXX NORTHWEST TENANT LLC 00 X XXXXXX SE TENANT LLC | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Secretary | |
[Signature Page to Forbearance Agreement]
| [FORBEARING STAKEHOLDER:] |
|
|
| Name: |
| Title: |
| Address: |
| Email address: |
| Beneficial Ownership: |
| Series I First Lien Notes |
US$ | |
| Series II First Lien Notes |
US$ | |
| Series III First Lien Notes |
US$ | |
| Second Lien Notes |
US$ | |
| Second Lien Exchangeable Notes |
US$ | |
| Third Lien Exchangeable Notes |
US$ | |
[Signature Page to Forbearance Agreement]
