20-22437-rdd doc 375 filed 07/06/20 entered 07/06/20 20:23 ... · document expressly requiring a...

Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) OneWeb Global Limited, et al. ) Case No. 20-22437 (RDD) ) Debtors.1 ) (Jointly Administered) )

NOTICE OF FILING OF EXHIBIT 2, THE PROPOSED DIP AMENDMENT, TO THE PROPOSED ORDER TO DEBTORS’ MOTION FOR AUTHORIZATION TO AMEND THE EXISTING DIP FACILITY

PLEASE TAKE NOTICE that on July 6, 2020, OneWeb Global Limited and certain of its affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned cases, filed Debtors’ Motion For Authorization to Amend the Existing DIP Facility [Docket No. 370] (the “Motion”).

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1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification

number, if any, are: OneWeb Global Limited (N/A); OneWeb Holdings LLC (5429); OneWeb Communications Limited (9487); WorldVu Satellites Limited (7802); WorldVu Development LLC (9067); WorldVu JV Holdings LLC (N/A); 1021823 B.C. LTD (8609); Network Access Associates Limited (8566); OneWeb Limited (8662); WorldVu South Africa (Pty) Ltd. (1867); OneWeb Chile SpA (2336); WorldVu Australia Pty Ltd. (5436); WorldVu Unipessoal Lda. (2455); OneWeb Norway AS (0209); OneWeb ApS (9191); OneWeb Network Access Holdings Limited (8580); OneWeb G.K. (1396); OneWeb Ltd (8661); WorldVu Mexico S. DE R. L. DE C.V. (1234). The Debtors’ headquarters is located at 195 Wood Lane, West Works Building, 3rd Floor, London, W12 7FQ, UK.

20-22437-rdd Doc 375 Filed 07/06/20 Entered 07/06/20 20:23:32 Main Document Pg 1 of 23

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is the proposed DIP Amendment (as defined in the Motion), which is Exhibit 2 to the Proposed Order (as defined in the Motion).

Dated: July 6, 2020 New York, New York

/s/ Lauren C. Doyle Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: [email protected]

[email protected] [email protected] [email protected]

Counsel to the Debtors and Debtors in Possession


42403.00006

EXHIBIT A

Proposed DIP Amendment


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FIRST AMENDMENT dated as of July [●], 2020 (this “Amendment”), to the SENIOR SECURED DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of April 29, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ONEWEB COMMUNICATIONS LIMITED, a company incorporated under the laws of England and Wales (the “Borrower”), ONEWEB GLOBAL LIMITED, a company incorporated under the laws of England and Wales (the “Parent”), certain Affiliates of the Borrower and the Parent, as Obligors, the Lenders party thereto from time to time, GLAS USA LLC, as administrative agent (in such capacity, the “Administrative Agent”), and GLAS TRUST CORPORATION LIMITED, as collateral agent (in such capacity, the “Collateral Agent”). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS, the Parent, the subsidiaries of the Parent party thereto and BidCo 100 Limited, a private limited company organized under the laws of England and Wales (“BidCo” or the “Plan Sponsor”), entered into that certain Plan Support Agreement dated as of July 1, 2020 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, and incorporating any exhibits, schedules or annexes attached thereto, including the Term Sheet (as defined below), the “PSA”);

WHEREAS, in connection with the PSA, the Borrower intends to (a) terminate and replace the unfunded Commitments with respect to the Third Loan (in an aggregate amount of $25,000,000) and the Fourth Loan (in an aggregate amount of $20,000,000), in each case of SoftBank Group Corp., a Japanese kabushiki kaisha (the “Existing Lead Lender”), and Grupo Elektra, S.A.B. de C.V., a [●] (“Grupo Elektra”) (collectively, the “Existing Commitments”), with new commitments with respect to the Third Loan and the Fourth Loan, respectively, in each case of BidCo in the same respective amounts of the Existing Commitments (the “Replacement Commitments”), (b) incur additional term loans in an aggregate principal amount not to exceed $65,000,000 (the “Additional New Money Loans”), the proceeds of which will be used in accordance with the terms of the DIP Budget (as defined below), and (c) effect certain other amendments and modifications to the Credit Agreement, in each case as set forth herein and as contemplated by the PSA (the transactions referenced in this recital are referred to herein collectively as the “Amendment Transactions”);

WHEREAS, the Borrower has requested that BidCo provide the Replacement Commitments (and in respect thereof to make the Third Loan and the Fourth Loan to the Borrower in accordance with the terms of the Credit Agreement) and commit to make the Additional New Money Loans in accordance with the terms of the DIP Budget;

WHEREAS, BidCo is willing to provide the Replacement Commitments (and to make the Third Loan and the Fourth Loan to the Borrower in accordance with the terms of the Credit Agreement) and make the Additional New Money Loans to the Borrower in accordance with the terms of the DIP Budget on the terms and subject to the conditions set forth herein; and


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WHEREAS the undersigned Lenders are willing to amend or waive such provisions of the Credit Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Definitions. As used herein, the following terms shall have the meanings set forth below:

(a) “DIP Budget” means the DIP budget attached to the Term Sheet as Exhibit A thereto, subject to any revisions necessary or appropriate to reflect the terms of the PSA to the extent such revisions have been agreed to by the Plan Sponsor.

(b) “Term Sheet” means Exhibit A to the PSA (as amended, supplemented or otherwise modified from time to time in accordance with the terms of the PSA).

SECTION 2. Termination of Existing Commitments; Replacement Commitments.

(a) Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, the Commitments with respect to the Third Loan and the Fourth Loan, in each case of each of the Existing Lead Lender and Grupo Elektra, shall automatically terminate as of the Amendment Effective Date (the “Terminated Commitments”).

(b) Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof and to the terms and conditions set forth in the Credit Agreement (as amended by this Amendment) (including Sections 4.02 and 4.03, as applicable, of the Credit Agreement (as so amended)), BidCo agrees (i) to make the Third Loan to the Borrower on or before the Third Borrowing Date and (ii) to make the Fourth Loan to the Borrower on or before the Fourth Borrowing Date. For the avoidance of doubt, the commitments of BidCo set forth in clauses (i) and (ii) of this Section 2(b) shall, as of the Amendment Effective Date, constitute the Commitment with respect to the Third Loan and the Fourth Loan, respectively, under the Credit Agreement and the other Loan Documents in lieu of the respective Terminated Commitments.

(c) As of the Amendment Effective Date, Schedule 2.01 to the Credit Agreement shall be restated to read in its entirety as set forth in Schedule 2.01 hereto.

SECTION 3. Additional New Money Loans. Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof and to the terms and conditions set forth in the Credit Agreement (as amended by this Amendment) (including Section 4.03 of the Credit Agreement (as so amended)), BidCo agrees (i) to make a fifth new money loan to the Borrower on or before the Fifth Borrowing Date in an aggregate principal amount equal to $35,000,000 (the “Fifth Loan”) and (ii) to make a sixth new money loan to the Borrower on or before the Sixth Borrowing Date in an aggregate principal amount equal to $30,000,000 (the “Sixth Loan”). No amounts borrowed pursuant to this Section 3 may be reborrowed once paid, repaid or prepaid, whether in whole or in part.


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SECTION 4. Amendments to Credit Agreement. Effective as of the Amendment Effective Date:

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

(i) “BidCo” means BidCo 100 Limited, a private limited company organized under the laws of England and Wales.

(ii) “Exit Fee” means an exit fee equal to 5% of the aggregate Commitments of BidCo in respect of the Third Loan, the Fourth Loan, the Fifth Loan and the Sixth Loan, in each case as of the First Amendment Effective Date.

(iii) “Fifth Borrowing” means the making of the Fifth Loan by BidCo on the Fifth Borrowing Date.

(iv) “Fifth Borrowing Date” means the Business Day on which the Fifth Loan is made as provided pursuant to Section 4.03, which date shall not occur until after the Fourth Borrowing Date.

(v) “Fifth Loan” has the meaning specified in Section 3 of the First Amendment.

(vi) “First Amendment” means the First Amendment dated as of July [●], 2020, to this Credit Agreement, by and among the Borrower, the Parent, certain Affiliates of the Borrower and the Parent, as Obligors, the Lenders party thereto, the Administrative Agent and the Collateral Agent.

(vii) “First Amendment Effective Date” means the date on which the First Amendment became effective in accordance with its terms.

(viii) “PSA” means the Plan Support Agreement dated as of July 1, 2020 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, and incorporating any exhibits, schedules or annexes attached thereto, including the Term Sheet), among the Parent, each Subsidiary of the Parent listed on the signature pages thereto and BidCo.

(ix) “Sixth Borrowing” means the making of the Sixth Loan by BidCo on the Sixth Borrowing Date.

(x) “Sixth Borrowing Date” means the Business Day on which the Sixth Loan is made as provided pursuant to Section 4.03, which date shall not occur until after the Fifth Borrowing Date.

(xi) “Sixth Loan” has the meaning specified in Section 3(a) of the First Amendment.


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(xii) “Term Sheet” means Exhibit A to the PSA (as amended, supplemented or otherwise modified from time to time in accordance with the terms of the PSA).

(b) Section 1.01 of the Credit Agreement is hereby amended by inserting in the definition of “Acceptable Plan of Reorganization” after the words “a plan of reorganization” the following:

(including the “Plan” as defined in the PSA)

(c) Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “Borrowing” to read in its entirety as follows:

“Borrowing” means, as the context may require, the making of the Initial Borrowing on the Closing Date, the making of the Second Borrowing on the Second Borrowing Date, the making of the Third Borrowing on the Third Borrowing Date, the making of the Fourth Borrowing on the Fourth Borrowing Date, the making of the Fifth Borrowing on the Fifth Borrowing Date or the making of the Sixth Borrowing on the Sixth Borrowing Date, in each case subject to the terms and conditions hereof, including Article IV hereof.

(d) Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “Borrowing Date” to read in its entirety as follows:

“Borrowing Date” means, as the context may require, the Closing Date (for the Initial Borrowing), the Second Borrowing Date (for the Second Borrowing), the Third Borrowing Date (for the Third Borrowing), the Fourth Borrowing Date (for the Fourth Borrowing), the Fifth Borrowing Date (for the Fifth Borrowing) or the Sixth Borrowing Date (for the Sixth Borrowing).

(e) Section 1.01 of the Credit Agreement is hereby amended by (i) replacing the text “and” immediately prior to clause (e) of the definition of “Commitment” with the text “,” and (ii) inserting the following text immediately after the text “$20,000,000” in such clause (e):

, (f) the aggregate Commitments of all Lenders with respect to the Fifth Loan shall be $35,000,000 and (g) the aggregate Commitment of all Lenders with respect to the Sixth Loan shall equal $30,000,000; provided that pursuant to the First Amendment, the commitments of the Lenders with respect to the Third Loan and the Fourth Loan were terminated and immediately replaced on the First Amendment Effective Date with commitments of BidCo with respect to the Third Loan and the Fourth Loan in amounts equal to such respective terminated commitments.

(f) Section 1.01 of the Credit Agreement is hereby amended by inserting in the definition of “DIP Order” immediately after the words “contemplated by this Agreement” the following:

, as supplemented by the orders of the Bankruptcy Court (in form and substance satisfactory to the Lead Lender) approving the First Amendment and the PSA


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(g) Section 1.01 of the Credit Agreement is hereby amended by replacing the text “the Lenders” in the definition of “Fourth Borrowing” with the text “BidCo”.

(h) Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “Fourth Borrowing Date” to read in its entirety as follows: “Fourth Borrowing Date” means the Business Day on which the Fourth Loan is made as provided pursuant to Section 4.03, which date shall occur on or after the Third Borrowing Date.

(i) Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “Lead Lender” to read in its entirety as follows:

“Lead Lender” means (a) prior to the First Amendment Effective Date, SoftBank Group Corp., and (b) on and after the First Amendment Effective Date, both SoftBank Group Corp. and BidCo, acting collectively; provided that (i) each reference in Section 4.02 to the “Lead Lender”, solely as it applies to the commitment of each Lender to make the Third Loan on the Third Borrowing Date, shall mean only BidCo and (ii) each reference in Sections 5.02(c), 5.02(d), 5.02(g), 5.02(i), 5.11, 5.17, 10.03(a) (other than the proviso to clause (ii) thereof) and 10.13 to the “Lead Lender” shall mean either or both of SoftBank Group Corp. or BidCo. For the avoidance of doubt, on and after the First Amendment Effective Date, (A) all notices required to be delivered under any Loan Document to the Lead Lender shall be required to be delivered to each of SoftBank Group Corp. and BidCo, (B) all approvals by, consents of or agreements from the Lead Lender required under any Loan Document shall require the approval by, consent of or agreement from each of SoftBank Group Corp. and BidCo and (C) all other items under any Loan Document expressly requiring a determination or the exercise of discretion of the Lead Lender shall require the determination or the exercise of discretion of each of SoftBank Group Corp. and BidCo.

(j) Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “New Money Loans” to read in its entirety as follows:

“New Money Loans” means, collectively, the Initial Loan, the Second Loan, the Third Loan, the Fourth Loan, the Fifth Loan and the Sixth Loan.

(k) Section 1.01 of the Credit Agreement is hereby amended by (i) adding the text “(other than BidCo)” immediately after the text “with respect to any Lender” and (ii) adding the text “, if any,” immediately following the text “by such Lender”, in each case, in the definition of “Roll-Up Loan Amount”.

(l) Section 1.01 of the Credit Agreement is hereby amended by replacing the text “the Lenders” in the definition of “Third Borrowing” with the text “BidCo”.

(m) Section 2.01(a) of the Credit Agreement is hereby amended and restated as follows:

(a) New Money Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees (in each case not exceeding its applicable Commitment


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with respect thereto) (a) to make an initial new money loan to the Borrower on the Closing Date in an aggregate principal amount equal to $10,000,000 (the “Initial Loan”), (b) to make a second new money loan to the Borrower on or before the Second Borrowing Date in an aggregate principal amount equal to $20,000,000 (the “Second Loan”), (c) to make a third new money loan to the Borrower on or before the Third Borrowing Date in an aggregate principal amount equal to $25,000,000 (the “Third Loan”), (d) to make a fourth new money loan to the Borrower on or before the Fourth Borrowing Date not exceeding an aggregate principal amount of $20,000,000 (the “Fourth Loan”), (e) to make the Fifth Loan to the Borrower on or before the Fifth Borrowing Date not exceeding an aggregate principal amount of $35,000,000 and (f) to make the Sixth Loan to the Borrower on or before the Sixth Borrowing Date not exceeding an aggregate principal amount of $30,000,000. No amounts borrowed pursuant to this Section 2.01 may be reborrowed once paid, repaid or prepaid, whether in whole or in part.

(n) Section 2.01(b) of the Credit Agreement is hereby amended by (i) adding the text “(other than the Third Borrowing Date, the Fourth Borrowing Date, the Fifth Borrowing Date and the Sixth Borrowing Date)” immediately after the text “on each Borrowing Date” in the first sentence of such Section and (ii) adding the text “including accrued and unpaid interest thereon” immediately following the text “on such date”.

(o) Section 2.02(b) of the Credit Agreement is hereby amended by (i) replacing the text “and” immediately after the text “$25,000,000” in such Section with the text “,” and (ii) by inserting the following text immediately after the second occurrence of the text “$20,000,000” in such Section:

, the aggregate principal amount of the Borrowing of Fifth Loan shall be an amount equal to $35,000,000 and the aggregate principal amount of the Borrowing of Sixth Loan shall be an amount equal to $30,000,000

(p) Section 2.03 of the Credit Agreement is hereby amended by (i) replacing the two references to “Lenders” with “the Lenders making the Loan corresponding to such Borrowing”, (ii) replacing the text “8:00 a.m.” with the text “11:00 a.m.” and (iii) inserting the following text immediately after the text “Business Days”: (other than with respect to the Third Borrowing and Fourth Borrowing, which Borrowing Request must be received by BidCo and the Administrative Agent not later than 11:00 a.m. (New York City time) at least 1 (but not more than 5) Business Day prior to the date of the requested Borrowing).1

(q) Section 2.06 of the Credit Agreement is hereby amended by inserting the following new sentence at the end of such Section:

In addition to the foregoing, in the event that the PSA is terminated pursuant to Section 7(b)(v), Section 7(b)(vi)(ii), Section 7(b)(vi)(iii) or Section 7(c)(v) thereof, any unfunded Commitments in respect of the Third Loan, the Fourth Loan, the Fifth

1 NTD: To be confirmed.


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Loan and/or the Sixth Loan, in each case held by BidCo, shall automatically terminate.

(r) Section 2.07 of the Credit Agreement is hereby amended by inserting the following new sentence at the end of such Section:

In addition to the foregoing, in the event that the PSA is terminated pursuant to Section 7(b)(v), Section 7(b)(vi)(ii), Section 7(b)(vi)(iii) or Section 7(c)(v) thereof, all outstanding amounts of the Third Loan, Fourth Loan, Fifth Loan and Sixth Loan, in each case held by BidCo, shall automatically become due and payable in full in cash, together with accrued and unpaid interest, if any.

(s) Section 4.02 of the Credit Agreement is hereby amended by deleting the text “will be subject to the Lead Lender’s receipt of final approval from its investment committee for the making of such Loan and” in the lead-in to such Section.

(t) Section 4.03 of the Credit Agreement is hereby restated to read in its entirety as follows:

SECTION 4.03 Conditions to Fourth Borrowing, Fifth Borrowing and Sixth Borrowing. The commitment of BidCo to make the Fourth Loan, the Fifth Loan and the Sixth Loan, as the case may be, will be subject to the prior or concurrent satisfaction (or waiver thereof by BidCo) of each of the following conditions precedent (as applicable):

(a) [Reserved.]

(b) BidCo and the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements hereof;

(c) BidCo and the Administrative Agent shall have received a Use of Proceeds Certificate with respect to proceeds of the requested Borrowing;

(d) the representations and warranties of the Borrower or other Obligor set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);

(e) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;

(f) the Borrower shall have paid all fees, costs and expenses (including legal fees and expenses) due and payable by the Borrower to the Lenders and the Administrative Agent in connection herewith (including any applicable Funding Fee and any fees payable pursuant to the Agency Fee Letter);


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(g) BidCo shall have received all DIP Budgets (including the DIP Budget attached to the Term Sheet as Exhibit A thereto) and Budget Variance Reports required to have been delivered under this Agreement and the Debtors shall be in compliance with the DIP Budgets as of the date of such Borrowing Request;

(h) each of the DIP Order and the PSA Approval Order shall be in full force and effect and shall not have been vacated or reversed, shall not be subject to a stay and shall not have been modified or amended in any respect without the prior written consent of BidCo;

(i) no Material Adverse Effect shall have occurred and be continuing in the business, financial performance or condition (financial or otherwise), operations (including the results thereof), assets, properties or prospects of the Parent and its Subsidiaries, taken as a whole, since the Petition Date (other than the Cases and the consequences that would normally result from the commencement, continuation and prosecution of the Cases); and

(j) unless otherwise agreed by BidCo, BidCo and the Collateral Agent shall have received evidence satisfactory to them that all Bank Accounts of the Obligors (other than Excluded Accounts) that hold any amounts or deposits are held in a Controlled Account.

(u) Section 5.02(f) of the Credit Agreement is hereby amended by inserting at the end of the first sentence immediately before the period the following:

provided, that on and following the First Amendment Effective Date, the DIP Budget attached to the Term Sheet as Exhibit A thereto shall constitute the Approved Budget

(v) Section 5.16 of the Credit Agreement is hereby amended by replacing the text “Exhibit C to the DIP Order” in such Section with the text “Schedule 5.16”.

(w) Section 5.17 of the Credit Agreement is hereby amended by replacing the text “Second Loans, Third Loans and Fourth Loans” in such Section with the text “Second Loan, Third Loan, Fourth Loan, Fifth Loan and Sixth Loan”.

(x) Section 7.01 of the Credit Agreement is hereby amended by (i) deleting the text “or” at the end of clause (ee) of such Section, (ii) replacing the period at the end of clause (ff) of such Section with the text “; or” and (iii) inserting the following new clause (gg) in the appropriate alphabetical order in such Section:

(gg) solely with respect to the Third Loan, the Fourth Loan, the Fifth Loan and the Sixth Loan and any Commitments in respect thereof, in each case, held by BidCo, the PSA shall be terminated pursuant to Section 7(b)(vi)(ii), Section 7(b)(vi)(iii) or Section 7(c)(v) thereof.

(y) Section 7.01 of the Credit Agreement is hereby amended by (i) replacing the text “(other than an event described in clause (h) or (i) of this Section 7.01)” with the text


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“(other than an event described in clause (h), (i) or (gg) of this Section 7.01)” and (ii) inserting the following proviso immediately after the proviso at the end of such Section:

; provided, further, that in the case of any event described in clause (gg) of this Section 7.01 (A) at any time thereafter during the continuance of such event, the Administrative Agent or the Collateral Agent, as applicable, shall, at the request of BidCo, by notice to the Parent, take any or all of the actions described in clauses (i) and (ii) above, in each case solely in respect of the Third Loan, the Fourth Loan, the Fifth Loan and/or the Sixth Loan; provided that if the Third Loan, the Fourth Loan, the Fifth Loan and the Sixth Loan are declared to be due and payable in accordance with the immediately preceding proviso, then each of the Initial Loan and the Second Loan shall automatically become due and payable in whole and (B) the Borrower shall pay to BidCo the Exit Fee in accordance with clause (iv) of Section 7.02.

(z) Section 7.02 of the Credit Agreement is hereby amended by (i) replacing the text “(other than principal and interest)” with the text “(other than principal and interest and other than the Exit Fee payable to BidCo)” in clause (ii) of such Section and (ii) restating clause (iv) of such Section to read in its entirety as follows:

(iv) fourth, to payment of that portion of the Obligations constituting unpaid principal of the New Money Loans and the Exit Fee ratably among the Lenders in proportion to the respective amount described in this clause (iv) payable to them (it being understood that, solely for purposes of the ratable distribution required by this clause (iv), the principal amount of the New Money Loans due and payable to BidCo shall be increased to include any unpaid portion of the Exit Fee and, for the avoidance of doubt, no portion of the Exit Fee shall be payable to any other Lender)

(aa) For purposes of Section 10.01(a)(iv) of the Credit Agreement, the address (or facsimile number or email address) for notices under the Loan Documents to BidCo shall be the address (or facsimile number or email address) set forth on the signature page of BidCo hereto.

(bb) A new Schedule 5.16 to the Credit Agreement is hereby added in the form of Schedule 5.16 hereto.

SECTION 5. Representations and Warranties. The Parent and the Borrower, jointly and severally, represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders (including, for the avoidance of doubt, BidCo) that:

(a) This Amendment has been duly authorized, executed and delivered by each Obligor party hereto and constitutes a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.

(b) The representations and warranties of each Obligor set forth in the Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date hereof (or, in the


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case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date.

(c) At the time of and immediately after giving effect to this Amendment, no Default shall have occurred and be continuing or would result from the effectiveness of this Amendment.

SECTION 6. Effectiveness of this Amendment. This Amendment shall become effective as of the first date on which the following are satisfied (the “Amendment Effective Date”):

(a) the Existing Lead Lender, BidCo and the Administrative Agent shall have received (i) counterparts of this Amendment that, when taken together, bear the signatures of the Parent, the Borrower, each other Obligor, the Existing Lead Lender, BidCo, the Administrative Agent and the Collateral Agent, (ii) certificates from the Parent, the Borrower and each other Obligor dated as of the Amendment Effective Date in a form and with attachments (including applicable resolutions or other evidence of authority with respect to its execution, delivery and performance of this Amendment) substantially consistent with the certificates delivered on the Closing Date pursuant to Section 4.01(a) of the Credit Agreement and (iii) a favorable written opinion addressed to the Administrative Agent, the Collateral Agent, the Existing Lead Lender and BidCo of [●], [counsel for the Obligors], dated as of the Amendment Effective Date and covering such matters relating to this Amendment as the Existing Lead Lender, BidCo and the Administrative Agent shall reasonably request;

(b) the Bankruptcy Court shall have entered binding orders approving the PSA and this Amendment and shall in each case (i) be in form and substance satisfactory to BidCo and the Existing Lead Lender and be in full force and effect, (ii) not have been vacated or reversed, (iii) not be subject to a stay, and (iv) not have been modified or amended in any respect without the prior written consent of BidCo and the Existing Lead Lender and, solely with respect to any reversal, modification, amendment, stay or vacation that would reasonably be expected to adversely affect the rights or duties of the Administrative Agent or the Collateral Agent, with the prior written consent of the Administrative Agent and the Collateral Agent, such consent not to be unreasonably withheld, conditioned or delayed; and

(c) the Borrower shall have paid all expenses required to be reimbursed by the Parent and the Borrower under or in connection with this Amendment as provided in Section 11 below.

SECTION 7. Reaffirmation. Each Obligor hereby (a) reaffirms and confirms its respective guarantees, pledges, grants of security interests and other obligations under the Credit Agreement (as amended hereby) and each of the other Loan Documents to which it is a party, in respect of, and to secure, the Obligations (including, without limitation, all Obligations relating to the Third Loan, the Fourth Loan, the Fifth Loan and the Sixth Loan) and (b) agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, the Loan Documents to which it is a party, and such guarantees, pledges, grants of security interests and other obligations thereunder, shall continue to be in full force and effect in accordance with


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the terms thereof. Each Obligor (other than the Borrower and the Parent) is a signatory to this Amendment solely for the purposes of this Section 7.

SECTION 8. Effects on the Loan Documents; No Novation.

(a) Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or the Collateral Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of any Lender, the Administrative Agent or the Collateral Agent under the Loan Documents, except as expressly provided herein. Nothing herein shall be deemed to entitle the Parent, the Borrower or any other Obligor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(c) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement as amended hereby.

(d) This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(e) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any other Loan Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Obligor under any Loan Document from any of its obligations and liabilities thereunder.

SECTION 9. Governing Law; Jurisdiction; Waiver of Jury Trial. The provisions of Sections 10.09 and 10.10 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 10. Counterpart; Amendments.

(a) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words “execution,” “signed,” “signature,”


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and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(b) This Amendment may not be amended, waived or otherwise modified except in a writing signed by the Parent, the Borrower, the Existing Lead Lender and BidCo and acknowledged by the Administrative Agent.

SECTION 11. Expenses. The Parent and the Borrower, jointly and severally, agree to reimburse the Administrative Agent, the Collateral Agent, the Existing Lead Lender and BidCo for their respective reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel) in connection with this Amendment to the extent required under Section 10.03 of the Credit Agreement.

SECTION 12. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]


[First Amendment Signature Page] [[DMS:5464986v13:07/06/2020--04:10 PM]]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

ONEWEB GLOBAL LIMITED

By Name: Title:

ONEWEB COMMUNICATIONS LIMITED

By Name: Title:

WORLDVU SATELLITES LIMITED

By Name: Title:

1021823 BC LTD

By Name: Title:

NETWORK ACCESS ASSOCIATES LIMITED

By Name: Title:

ONEWEB LIMITED



By Name: Title:

ONEWEB ASIA PTE. LTD.

By Name: Title:

WORLDVU JV HOLDINGS LLC

By Name: Title:

ONEWEB HOLDINGS LLC

By Name: Title:

ONEWEB NETWORK ACCESS HOLDINGS LIMITED

By Name: Title:

WORLDVU DEVELOPMENT LLC

By Name: Title:



GLAS USA LLC, as Administrative Agent

By Name: Title:

GLAS TRUST CORPORATION LIMITED, as Collateral Agent

By Name: Title:



SOFTBANK GROUP CORP., as Existing Lead Lender

By Name: Title:



BIDCO 100 LIMITED

By Name: Title:

Address for Notices: [●] Attention: Email: With a copy to: [●] Attention: Email:


SCHEDULE 2.01

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SCHEDULE 2.01

COMMITMENTS AND LENDERS

Initial Loan

Name of Lender Commitment SoftBank Group Corp. $7,572,072.91 Grupo Elektra, S.A.B. de C.V. $2,427,927.09 TOTAL $10,000,000

Second Loan

Name of Lender Commitment SoftBank Group Corp. $15,144,145.83 Grupo Elektra, S.A.B. de C.V. $4,855,854.17 TOTAL $20,000,000

Third Loan

Name of Lender Commitment BidCo 100 Limited $25,000,000 TOTAL $25,000,000

Fourth Loan


Fifth Loan



WEIL:\97543091\4\52662.0003 [[DMS:5464986v13:07/06/2020--04:10 PM]]

Sixth Loan



SCHEDULE 5.16

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Schedule 5.16

Milestones

• no later than 7 calendar days following the Debtors’ entry into the PSA, the Debtors shall have filed the DIP Amendment Motion (as defined in the PSA) with the Bankruptcy Court seeking approval of the amendments to the DIP Facility (as defined in the PSA) necessary to implement the Interim Funding (as defined in the PSA).

• no later than 7 calendar days following the Debtors’ filing of the DIP Amendment Motion, the Bankruptcy Court shall have entered binding orders approving (i) the PSA (the “PSA Approval Order”) and (ii) the DIP Amendment Motion.

• no later than 50 calendar days after the entry by the Debtors into the PSA, the Bankruptcy Court shall have entered an order approving the Disclosure Statement (as defined in the PSA) (the “Disclosure Statement Order”).

• no later than 45 calendar days after the Bankruptcy Court has entered the Disclosure Statement Order, the Bankruptcy Court shall have entered Confirmation Order (as defined in the PSA).

• no later than 45 calendar days after the entry of the Confirmation Order, the sale shall have been substantially consummated; provided that such milestone shall be automatically extended for any additional 90 days solely to the extent regulatory approvals remain outstanding for the spectrum sale.
