SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 9th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of March 8, 2018 (this “Sixth Amendment”), is entered into among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Guarantors identified on the signature pages hereto, the Lenders (as defined below) party hereto, and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement, dated as of January 6, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the Company, the Guarantors party thereto from time to time, the Administrative Agent, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), CITIBANK, N.A., as L/C Issuer, and CITIBANK, N.A., as Swing Line Lender. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
SECURITIES PURCHASE AGREEMENT AMONG GLOBAL EAGLE ENTERTAINMENT INC. AND THE PURCHASERS IDENTIFIED ON SCHEDULE I HERETO DATED AS OF MARCH 8, 2018Securities Purchase Agreement • March 9th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • New York
Each of the Purchasers referred to below and each holder of the Notes (a) acknowledges that it has received a copy of the Intercreditor and Subordination Agreement (as defined below), (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor and Subordination Agreement, (c) authorizes and instructs the Collateral Agent (as defined below) to enter into the Intercreditor and Subordination Agreement as Collateral Agent and on behalf of such Purchaser or such holder, as applicable, and (d) hereby consents to the payment subordination and the subordination of the Liens (as defined below) securing the Note Obligations (as defined below) on the terms set forth in the Intercreditor and Subordination Agreement. The foregoing provisions are intended as an inducement to the lenders and/or purchasers under the First Lien Loan Documents (as defined in the Intercreditor and Subordination Agreement) and the other Second Lien Note Documents (as define
