GWGH GWG Holdings Inc

Item 1.01 Entry into a Material Definitive Agreement

On December 15, 2022, GWG Holdings, Inc. (the “Company”) entered into a Superpriority Secured Debtor-In-Possession Credit and Guaranty Agreement (the “DIP Credit Agreement”) with the Company, GWG Life, LLC, GWG DLP Funding IV, LLC (“DLP IV”) and GWG DLP Funding VI, LLC (“DLP VI”) as borrowers (collectively, the “Borrowers”), GWG Life USA, LLC, GWG DLP Funding V Holdings, LLC and GWG DLP Funding V, LLC, as guarantors (collectively, the “Guarantors” and, together with the Borrowers, the “Obligors”), Vida Insurance Credit Opportunity Fund III GP, LLC, as administrative agent and collateral agent (the “Administrative Agent and Collateral Agent”), and each of the other financial institutions from time to time party thereto (the “Lenders”) pursuant to which the Lenders have agreed to provide a revolving credit facility in an aggregate principal amount of up to $40 million and a term loan credit facility in an aggregate principal amount of approximately $564,125,839. The Obligors and the Administrative Agent and Collateral Agent also entered into a Debtor-In-Possession Security Agreement (the “DIP Security Agreement” and together with DIP Credit Agreement the “Agreements”) as of such date related to the DIP Credit Agreement to pledge their assets as collateral to the Lenders.

The maturity date of the DIP Credit Agreement is October 15, 2023, and borrowings under the DIP Credit Agreement bear interest at the sum of the Interest Rate Adjustment (as defined in the DIP Credit Agreement) plus the LTV Adjustment (as defined in the DIP Credit Agreement), which initially is 9.22% per annum. The DIP Credit Agreement is secured by substantially all of the assets of the Obligors under the DIP Security Agreement. The DIP Credit Agreement includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. The proceeds of all or a portion of the revolving credit facility may be used for payments related to the life settlement portfolios owned by DLP IV and DLP VI. The proceeds of all or a portion of the term loan credit facility may be used for the repayment of the Existing DIP Financing (as defined in the DIP Credit Agreement), the repayment of the SPV Credit Facilities (as defined in the DIP Credit Agreement) and, among other things, general corporate purposes, including working capital, administrative costs, expenses and fees of the transactions contemplated by the Chapter 11 Cases, for payment of court approved adequate protection obligations and other such purposes consistent with the DIP Credit Agreement.

The foregoing description of the DIP Credit Agreement and DIP Security Agreement does not purport to be complete and is qualified in its entirety by reference to the DIP Credit Agreement and DIP Security Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated herein by reference.

The foregoing descriptions of the Agreements are qualified in their entirety by the terms of the Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.