JOINDER AGREEMENTJoinder Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
THIS JOINDER TO FIRST LIEN CREDIT AGREEMENT, GUARANTY, AND CLOSING DATE INTERCREDITOR AGREEMENT, IN EACH CASE AS AND TO THE EXTENT APPLICABLE (this “Joinder”), is executed as of July 27, 2016 by Global Eagle Entertainment Inc., a Delaware corporation (the “Joining Party”), and delivered to Morgan Stanley Senior Funding, Inc., as Administrative Agent, for the benefit of the Secured Parties. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
SECOND LIEN CREDIT AGREEMENT Dated as of July 1, 2015 among EMC ACQUISITION, LLC, as Holdings, EMERGING MARKETS COMMUNICATIONS, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MORGAN STANLEY SENIOR FUNDING, INC., as...Second Lien Credit Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
CLOSING DATE INTERCREDITOR AGREEMENT dated as of July 1, 2015, between MORGAN STANLEY SENIOR FUNDING, INC., as First Lien Credit Agreement Administrative Agent and MORGAN STANLEY SENIOR FUNDING, INC., as Second Lien Credit Agreement Administrative AgentClosing Date Intercreditor Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
FIRST LIEN SECURITY AGREEMENT dated as of July 1, 2015 among THE GRANTORS IDENTIFIED HEREIN and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentFirst Lien Security Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
FIRST LIEN SECURITY AGREEMENT dated as of July 1, 2015 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Agreement”), by and among the Grantors (as defined below) and Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
SECOND LIEN SECURITY AGREEMENT dated as of July 1, 2015 among THE GRANTORS IDENTIFIED HEREIN and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentCredit Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
SECOND LIEN SECURITY AGREEMENT dated as of July 1, 2015 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Agreement”), by and among the Grantors (as defined below) and Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
JOINDER AGREEMENTJoinder Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
THIS JOINDER TO FIRST LIEN CREDIT AGREEMENT, GUARANTY, AND CLOSING DATE INTERCREDITOR AGREEMENT, IN EACH CASE AS AND TO THE EXTENT APPLICABLE (this “Joinder”), is executed as of July 27, 2016 by each entity listed on the signature pages hereto, which entities are organized in the jurisdiction set forth opposite their respective names on Schedule I hereto (each a “Joining Party” and collectively, the “Joining Parties”), and delivered to Morgan Stanley Senior Funding, Inc., as Administrative Agent, for the benefit of the Secured Parties. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
GLOBAL EAGLE ENTERTAINMENT INC. REGISTRATION RIGHTS AGREEMENT July 27, 2016Registration Rights Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
This Registration Rights Agreement (as may be amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of July 27, 2016, is by and among Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and the party or parties listed on Exhibit A hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in Section 1.1.
JOINDER AGREEMENTJoinder Agreement • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
THIS JOINDER TO SECOND LIEN CREDIT AGREEMENT, GUARANTY, AND CLOSING DATE INTERCREDITOR AGREEMENT, IN EACH CASE AS AND TO THE EXTENT APPLICABLE (this “Joinder”), is executed as of July 27, 2016 by each entity listed on the signature pages hereto, which entities are organized in the jurisdiction set forth opposite their respective names on Schedule I hereto (each a “Joining Party” and collectively, the “Joining Parties”), and delivered to Morgan Stanley Senior Funding, Inc., as Administrative Agent, for the benefit of the Secured Parties. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
INCREMENTAL AMENDMENTIncremental Amendment • August 2nd, 2016 • Global Eagle Entertainment Inc. • Communications services, nec • New York
THIS INCREMENTAL AMENDMENT, dated as of June 29, 2016 (this “Agreement”), is made by and among (i) EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company (the “Borrower”), (ii) EMC ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), and the other Guarantors party hereto, (iii) THE TORONTO-DOMINION BANK, NEW YORK BRANCH (the “Incremental Revolving Credit Lender”), and (iv) MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”).
