EX-10.1



 Exhibit 10.1 

November 15, 2017 
 Global Eagle
Entertainment Inc. 
 6100 Center Drive, Suite 1020 
 Los
Angeles, California 90045 
 Ladies and Gentlemen: 

Reference is made to (i) 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, including pursuant to the Limited Waiver (as defined below), the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Credit Agreement), among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto from time to time, CITIBANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), L/C Issuer and Swing Line Lender, and each Lender from time to time party thereto and (ii) the First Amendment and Limited Waiver to Credit Agreement, dated as of May 4, 2017, as amended by
(a) the Amendment to First Amendment and Limited Waiver to Credit Agreement and Second Amendment to Credit Agreement, dated as of June 29, 2017, (b) the Second Amendment to Limited Waiver to Credit Agreement, dated as of September 13,
2017, (c) the Third Amendment to Limited Waiver to Credit Agreement and Third Amendment to Credit Agreement, dated as of October 2, 2017, (d) the Letter Agreement dated October 6, 2017, (e) the Fourth Amendment to Limited Waiver to Credit
Agreement and Fourth Amendment to Credit Agreement, dated as of October 31, 2017 and (f) and as otherwise amended from time to time, the “Limited Waiver”), in each case, among the Borrower, the Guarantors party thereto
from time to time, the Administrative Agent and the Required Lenders. 
 The Borrower has requested that the Required Lenders extend the due
date for the delivery of the Annual Financial Statement Deliverables (as defined in the Limited Waiver) to November 17, 2017 (the “Delivery Date”). Notwithstanding anything to the contrary in the Credit Agreement or any other
Loan Document, including Section 6.01(a) or 6.02(d) of the Credit Agreement, the Lenders party hereto (constituting the Required Lenders) hereby agree and consent to the extension of the due date for the delivery of the Annual Financial
Statement Deliverables to the Delivery Date. 
 Except as expressly modified by this letter agreement (this “Agreement”),
each Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Agreement, each reference in the Loan Documents to the
“Credit Agreement”, “thereunder”, “thereof” (and each reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference
to the Credit Agreement as modified by this Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the
Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, and 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 Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other 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. 








 November 15, 2017 

 Page
 2
 
  

 This Agreement and the consent set forth herein shall become effective as of the date first
written above upon the execution hereof by the Borrower and the Required Lenders. This Agreement shall constitute a “Loan Document” for purposes of the Credit Agreement. 

THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns. The jurisdiction and waiver of jury trial provisions set forth in Sections 10.15 and 10.16 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis. This Agreement may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Agreement by fax, email or other electronic transmission (including in .pdf or .tif format) shall be effective as delivery of a manually executed counterpart of this Agreement. 

[Signature Pages Follow] 







 If the foregoing correctly sets forth our understanding, please indicate your acceptance of the
terms hereof by returning to us an executed counterpart hereof, whereupon this letter agreement shall become a binding agreement between us. 
  

					
	Sincerely,
	
	ALJ Global Loan Fund 2016 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST, as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	BNY Mellon Global High Yield Bond Fund, as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Collective Trust High Yield Fund, as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Dreyfus/Laurels Funds Trust – High Yield Fund, as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Global Loan SV S.a.r.l, as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Multi-Credit SV S.a.r.l, as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Shackleton 2013-III CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Shackleton 2013-IV CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Shackleton 2014-V CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Shackleton 2014-VI CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Shackleton 2015-VII CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Shackleton 2013-VIII CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Shackleton 2016-IX CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Shackleton 2017-X CLO, Ltd., as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President
	
	Dreyfus/Laurels Funds Trust – Dreyfus Floating Rate, as Lender
		
	By:	 	/s/ Andrew Sieurin
		 	Name:	 	Andrew Sieurin
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	AGF Floating Rate Income Fund, as Lender
	By: Eaton Vance Management, as Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	The Obsidian Master Fund, as Lender
	By: BlackRock Financial Management, Inc., its Investment Advisor
		
	By:	 	/s/ Rob Jacobi
		 	Name:	 	Rob Jacobi
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	CA 534 Offshore Fund, Ltd, as Lender
	By: BlackRock Financial Management, Inc., its Investment Advisor
		
	By:	 	/s/ Rob Jacobi
		 	Name:	 	Rob Jacobi
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	BlackRock Credit Alpha Master Fund L.P., as Lender
	By: BlackRock Financial Management, Inc., in its capacity as investment advisor
		
	By:	 	/s/ Rob Jacobi
		 	Name:	 	Rob Jacobi
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 BlackRock Multi-Strategy Master Fund Limited, as Lender

By: BlackRock Institutional Trust Company, N.A., its Investment Manager

		
	By:	 	/s/ Rob Jacobi
		 	Name:	 	Rob Jacobi
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Carlyle Global Market Strategies CLO 2012-3, Ltd.

Carlyle Global Market Strategies CLO 2012-4, Ltd.

Carlyle Global Market Strategies CLO 2013-1, Ltd.

Carlyle Global Market Strategies CLO 2013-4, Ltd.

Carlyle Global Market Strategies CLO 2014-1, Ltd.

Carlyle Global Market Strategies CLO 2014-2, Ltd.

Carlyle Global Market Strategies CLO 2014-3, Ltd.

Carlyle Global Market Strategies CLO 2014-4, Ltd.

Carlyle Global Market Strategies CLO 2014-5, Ltd.

Carlyle Global Market Strategies CLO 2015-1, Ltd.

Carlyle Global Market Strategies CLO 2015-2, Ltd.

Carlyle Global Market Strategies CLO 2015-3, Ltd.

Carlyle Global Market Strategies CLO 2015-4, LTD

Carlyle Global Market Strategies CLO 2015-5, LTD

Carlyle Global Market Strategies CLO 2016-1, LTD

Carlyle Global Market Strategies CLO 2016-2, LTD

Carlyle Global Market Strategies CLO 2016-3, LTD

Carlyle US CLO 2016-4, LTD

Carlyle US CLO 2017-1

Carlyle US CLO 2017-2

Carlyle US CLO 2017-3 Ltd



 
					
		
	By:	 	/s/ Linda Pace
		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 









					
	 Brighthouse Funds Trust I – Brighthouse/Eaton Vance Floating Rate Portfolio, as Lender

By: Eaton Vance Management, as Investment Sub-Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance CLO 2013-1 LTD, as Lender

By: Eaton Vance Management, as Portfolio Manager

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance CLO 2014-1 Ltd., as Lender

By: Eaton Vance Management, as Portfolio Manager

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance CLO 2015-1 Ltd., as Lender

By: Eaton Vance Management, as Portfolio Manager

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 









					
	 Columbia Funds Variable Series Trust II – Variable Portfolio – Eaton Vance Floating Rate Income Fund, as Lender

By: Eaton Vance Management, as Investment Sub-Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 DaVinci Reinsurance Ltd., as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance Floating-Rate Income Plus Fund, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance Senior Floating-Rate Trust, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 









					
	 Eaton Vance Floating-Rate Income Trust, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 









					
	 Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance Senior Income Trust, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance Short Duration Diversified Income Fund, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 









					
	 Eaton Vance Institutional Senior Loan Fund, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Eaton Vance Limited Duration Income Fund, as Lender

By: Eaton Vance Management, as Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Eaton Vance Floating Rate Portfolio, as Lender
	By: Boston Management and Research, as Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Florida Power & Light Company, as Lender
	By: Eaton Vance Management, as Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
			
	Pacific Select Fund – Floating Rate Loan Portfolio, as Lender
	By: Eaton Vance Management, as Investment Sub-Advisor


 
					
		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Renaissance Investment Holdings Ltd, as Lender
	By: Eaton Vance Management, as Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Senior Debt Portfolio, as Lender
	By: Boston Management and Research, as Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Eaton Vance VT Floating-Rate Income Fund, as Lender
	By: Eaton Vance Management, as Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Vector Trading (Cayman) LP, as Lender
		
	By:	 	/s/ James Murray
		 	Name:	 	James Murray
		 	Title:	 	Authorized Person


  

					
	VC4 Debt Investment (US) LLC, as Lender
		
	By:	 	/s/ James Murray
		 	Name:	 	James Murray
		 	Title:	 	Authorized Person



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	American Beacon Sound Point Floating Rate Income Fund, as series of American Beacon Funds, as Lender
	By: Sound Point Capital Management, LP as Sub-Advisor
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Cavello Bay Reinsurance Limited, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Commonwealth of Pennsylvania, Treasury Department, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
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	Commonwealth of Pennsylvania, Treasury Department – Tuition Account Program, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Kaiser Foundation Hospitals, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Kaiser Permanente Group Trust, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
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	Privilege Underwriters Reciprocal Exchange, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
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	PURE Insurance Company, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
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	Sound Point CLO III, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
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	Sound Point CLO IV, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
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	 Sound Point CLO IX, Ltd., as Lender

By: Sound Point Capital Management, LP as Collateral Manager

		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
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	 Sound Point CLO V, Ltd., as Lender

By: Sound Point Capital Management, LP as Collateral Manager

		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Sound Point CLO VI, Ltd., as Lender

By: Sound Point Capital Management, LP as Collateral Manager

		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Sound Point CLO VII, Ltd., as Lender

By: Sound Point Capital Management, LP as Collateral Manager

		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	 Sound Point CLO VIII, Ltd., as Lender

By: Sound Point Capital Management, LP as Collateral Manager

		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Sound Point CLO X, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Sound Point CLO XI, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Sound Point CLO XII, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Sound Point CLO XIV, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
					
	Sound Point CLO XV, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	/s/ Andrew Wright
		 	Name:	 	Andrew Wright
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
			
	Sound Point Senior Floating Rate Master Fund, L.P., as Lender
	By: Sound Point Capital Management, LP as Investment Manager
		
	By:	 	/s/ Andrew Wright
		 	Name: Andrew Wright
		 	Title: Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
			
	Teamsters Pension Trust Fund of Philadelphia & Vicinity, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	/s/ Andrew Wright
		 	Name: Andrew Wright
		 	Title: Authorized Signatory



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 








 
			
	FRANKLIN CUSTODIAN FUNDS – FRANKLIN INCOME FUND, as Lender
		
	By:	 	/s/ Richard Hsu
		 	Name: Richard Hsu
		 	Title: Vice President, Franklin Advisors



  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables] 









			
	Accepted and agreed to as of
	the date first above written:
	
	GLOBAL EAGLE ENTERTAINMENT INC.
		
	By:	 	/s/ Paul Rainey
	Name:	 	Paul Rainey
	Title:	 	Chief Financial Officer


  
 [Signature Page to
Consent to Extension of Due Date for Delivery of Annual Financial Statement Deliverables]