SECURITY AGREEMENT dated as of March 27, 2018 among THE GRANTORS IDENTIFIED HEREIN and CORTLAND CAPITAL MARKET SERVICES LLC, as Collateral AgentSecurity Agreement • March 27th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • New York
SECURITY AGREEMENT dated as of March 27, 2018 (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 Cortland Capital Market Services LLC, as Collateral Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Collateral Agent”).
GLOBAL EAGLE ENTERTAINMENT INC. WARRANTHOLDERS AGREEMENT Dated as of March 27, 2018Warrantholders Agreement • March 27th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • Delaware
This WARRANTHOLDERS AGREEMENT is dated as of March 27, 2018, and effective as provided in Section 9.10, by and among Global Eagle Entertainment Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Searchlight II TBO-W, L.P., a Delaware limited partnership (together with its Permitted Warrant Transferees, the “Holders”), and any other Person who becomes a party hereto pursuant to Article IX.
INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of March 27, 2018, among CITIBANK, N.A., as First Lien Agent, CORTLAND CAPITAL MARKET SERVICES LLC, as Second Lien Agent, GLOBAL EAGLE ENTERTAINMENT INC., as the Borrower and THE OTHER GRANTORS PARTY...Intercreditor and Subordination Agreement • March 27th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 27,, 2018, among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower from time to time party to the First Lien Credit Agreement referred to herein and the Second Lien Securities Purchase Agreement referred to herein (the “Subsidiary Guarantors”), CITIBANK, N.A., as administrative agent for the First Lien Credit Agreement Secured Parties referred to herein (together with its successors and assigns in such capacity, the “First Lien Agent”), CORTLAND CAPITAL MARKET SERVICES LLC, as collateral agent for the Second Lien Securities Purchase Agreement Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Second Lien Agent”), and each of the other Representatives from time to time party hereto in accordance with the
GUARANTY Dated as of March 27, 2018 in favor of the Purchasers party to the Securities Purchase Agreement made by the Guarantors listed on the signature pages heretoGuaranty • March 27th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec • New York
THIS GUARANTY (this “Guaranty”) dated as of March 27, 2018, is entered into by the guarantors listed on the signature pages hereto (each a “Guarantor” and, collectively, the “Guarantors”), each a subsidiary of Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), for the benefit of the holders of the Notes (each a “Purchaser” and collectively, the “Purchasers”) in connection with the Securities Purchase Agreement, dated as of March 8, 2018 (as it may from time to time be supplemented, modified, amended, restated or supplanted, the “Purchase Agreement”), among the Company, the Purchasers and Cortland Capital Market Services LLC, as Collateral Agent (the “Collateral Agent”). Pursuant to the terms and subject to the conditions of the Purchase Agreement, the Company will issue $150,000,000 in aggregate principal amount of its Second Lien Notes (the “Notes”) on the date hereof. In order to induce the Purchasers to enter into the Purchase Agreement and purchase the Notes,
SECOND LIEN NOTESSecurities Purchase Agreement • March 27th, 2018 • Global Eagle Entertainment Inc. • Communications services, nec
THE HOLDER OF THIS NOTE (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT, (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 TO ENTER INTO THE INTERCREDITOR AND SUBORDINATION AGREEMENT AS COLLATERAL AGENT AND ON BEHALF OF SUCH HOLDER AND (D) HEREBY CONSENTS TO THE PAYMENT SUBORDINATION AND THE SUBORDINATION OF THE LIENS SECURING THE NOTE OBLIGATIONS 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 DEFINED IN THE INTERCREDITOR AND SUBORDINATION AGREEMENT) TO EXTEND CREDIT TO THE COMPANY AND THE GUARANTORS AND SUCH LENDERS AND/OR PURCHASERS ARE INTENDED THIRD
