Maxar Technologies Inc. 10,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 22nd, 2021 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
Maxar Technologies Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 1,500,000 additional shares (the “Optional Securities”) of Common Stock, par value $0.0001 per share, of the Company (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
Indenture Dated as of June 25, 2020 7.54% Senior Secured Notes due 2027Indenture • June 26th, 2020 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE ISSUER AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JANUARY 8, 2008 BETWEEN MACDONALD, DETTWILER AND ASSOCIATES LTD. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT Farris, Vaughan, Wills & Murphy LLP 700 West Georgia Street, 25th Floor Vancouver,...Shareholder Rights Plan Agreement • April 27th, 2017 • Macdonald Dettwiler & Associates LTD • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of January 8, 2008 between MacDonald, Dettwiler and Associates Ltd., a corporation incorporated under the Canada Business Corporations Act (the “Company”) and Computershare Investor Services Inc., a company existing under the laws of Canada (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Indemnification Agreement ("Agreement") is made as of January 1, 2019 by and between Maxar Technologies Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
MAXAR TECHNOLOGIES INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Tax Benefit Preservation Plan Dated as of May 13, 2019Tax Benefit Preservation Plan • May 13th, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • Delaware
determined by action of the Board of Directors prior to such time as any person or group becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.9% or more of the Common Stock (the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of this Summary of Rights. The Board can postpone the Distribution Date in certain circumstances. Shares held by persons participating in a group are deemed to be beneficially owned by all persons treated as the same entity for purposes of Section 382 of the Code. The Plan provides that any
FORM OF DIGITALGLOBE, INC. Restricted Share Unit Award AgreementRestricted Share Unit Award Agreement • October 6th, 2017 • Maxar Technologies Ltd. • Radio & tv broadcasting & communications equipment • Colorado
You are hereby awarded the following grant of restricted share units (“RSUs” or the “Award”) with respect to the common stock of DigitalGlobe, Inc. (the “Company”), subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (the “Award Agreement”) and in the amended and restated DigitalGlobe, Inc. 2007 Employee Stock Option Plan (as amended, modified or supplemented, the “Plan”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your timely electronic acceptance of this Award Agreement.
Indenture Dated as of June 14, 2022 7.750% Senior Secured Notes due 2027Indenture • June 14th, 2022 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
INDENTURE, dated as of June 14, 2022, among Maxar Technologies Inc., a Delaware corporation (the “Company”), as issuer, the Subsidiary Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
MAXAR TECHNOLOGIES INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2022 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • Colorado
This Amended and Restated Employment Agreement (this “Agreement”) between Daniel L. Jablonsky (“Executive”) and Maxar Technologies Inc. (together with any successor thereto, the “Company”, and together with Executive, the “Parties”) is entered into effective as of September 7, 2022 (the “Effective Date”). This Agreement supersedes in its entirety that certain Employment Agreement by and between Executive and the Company dated as of March 27, 2020 (the “Prior Agreement”).
SIXTH AMENDING AGREEMENT DATED AS OF APRIL 1, 2020 TO THE RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 5, 2017 AMONG MAXAR TECHNOLOGIES INC. as successor Borrower – and – MDA SYSTEMS HOLDINGS LTD. as Cdn. Borrower – and – ROYAL BANK OF CANADA as...Credit Agreement • November 5th, 2020 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
MAXAR TECHNOLOGIES INC., a publicly-traded corporation organized under the laws of the State of Delaware (hereinafter referred to as the “US Borrower”)
MAXAR TECHNOLOGIES INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • November 3rd, 2022 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • Colorado
This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [____________] (“Executive”) and Maxar Technologies Inc. (the “Company”), effective as of [______], 2022 (the “Effective Date”). This Agreement supersedes and replaces in its entirety the Executive Change in Control and Severance Agreement between Executive and the Company, dated as of [___________] (the “Prior Agreement”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 5th, 2020 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
SUPPLEMENTAL INDENTURE No. 2 (this “Supplemental Indenture”), dated as of May 21, 2020 among Maxar Technologies Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
SECURITY CONTROL AGREEMENTSecurity Control Agreement • April 27th, 2017 • Macdonald Dettwiler & Associates LTD
This agreement (the “Agreement”) is made this 26th day of January, 2016 (“Effective Date”), by and among MacDonald, Dettwiler and Associates Ltd., a publicly traded British Columbia corporation headquartered in the United States (the “Shareholder”), SSL MDA Holdings, Inc., a Delaware corporation (the “Company”) and the U.S. Department of Defense (i.e., DoD), all of the above collectively the “Parties.”
SUPPLEMENTAL INDENTURESupplemental Indenture • December 11th, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of December 11, 2019 among SSL Robotics LLC, a Delaware limited liability company (the “Escrow Issuer”), Maxar Technologies Inc., a Delaware corporation (the “Company”), each of the guarantor parties hereto (each, a “Subsidiary Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
MACDONALD, DETTWILER AND ASSOCIATES LTD. as Borrower - and - ROYAL BANK OF CANADA as Administrative Agent - and - THOSE INSTITUTIONS WHOSE NAMES ARE SET FORTH ON THE EXECUTION PAGES HEREOF UNDER THE HEADING “LENDERS” as Lenders 2012 CREDIT AGREEMENT...Credit Agreement • April 27th, 2017 • Macdonald Dettwiler & Associates LTD • British Columbia
The effective date of any change in the Applicable Margins will be the first day following (1) the date of receipt by the Administrative Agent of a compliance certificate in accordance with section 10.1(8)(c) of the Credit Agreement evidencing a change in the ratio of Consolidated Debt to EBITDA which results in a change in the above levels or (2) the effective date of any amendment to the Applicable Margins, as applicable; provided that (a) any increase or decrease in the stamping fees on any Bankers’ Acceptances which are outstanding on the effective date of such a change will not apply until the next Rollover of such Bankers’ Acceptances and (b) if the Borrower fails to deliver any compliance certificate when due in accordance with section 10.1(8)(c) of the Credit Agreement, then the Applicable Margins shall be based upon Level VI from such due date until the date of delivery of such compliance certificate.
Maxar Technologies Ltd. (U.S. Participants)Restricted Share Units Award Agreement • March 1st, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment
Maxar Technologies Ltd. (the “Company”) has granted Restricted Share Units (“RSUs”) set out in the table below to the person named below (the “Participant”), in accordance with this Award Agreement and the provisions of the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (f/k/a the MacDonald, Dettwiler and Associates Ltd. Omnibus Equity Incentive Plan) (the “Plan”).
SECOND AMENDING AGREEMENT DATED AS OF DECEMBER 21, 2018Credit Agreement • December 21st, 2018 • Maxar Technologies Ltd. • Radio & tv broadcasting & communications equipment • New York
FOURTH AMENDING AGREEMENT DATED AS OF DECEMBER 11, 2019 TO THE RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 5, 2017 AMONG MAXAR TECHNOLOGIES INC. as successor Borrower – and – MDA SYSTEMS HOLDINGS LTD. as Cdn. Borrower – and – ROYAL BANK OF CANADA as...Fourth Amending Agreement • March 2nd, 2020 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
MAXAR TECHNOLOGIES INC., a publicly-traded corporation organized under the laws of the State of Delaware (hereinafter referred to as the “US Borrower”)
FIRST AMENDING AGREEMENT DATED AS OF DECEMBER 21, 2018 TO THE RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 5, 2017 AMONG MAXAR TECHNOLOGIES LTD. as BorrowerFirst Amending Agreement • March 1st, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
MAXAR TECHNOLOGIES LTD., a corporation incorporated under the Canada Business Corporations Act and continued into the Province of British Columbia under the Business Corporations Act (British Columbia) and formerly named MacDonald, Dettwiler and Associates Ltd. (hereinafter referred to as the “Borrower”)
MacDONALD, DETTWILER AND ASSOCIATES LTD. AWARD AGREEMENT FORAward Agreement • July 14th, 2017 • Macdonald, Dettwiler & Associates Ltd. • Radio & tv broadcasting & communications equipment • British Columbia
MacDONALD, DETTWILER AND ASSOCIATES LTD. (the “Company”), hereby grants to the grantee named below (the “Grantee”), Appreciation Units in accordance with and subject to the terms, conditions and restrictions of this Agreement together with the provisions as set forth below:
MacDONALD, DETTWILER AND ASSOCIATES LTD. AWARD AGREEMENT FORAward Agreement • July 14th, 2017 • Macdonald, Dettwiler & Associates Ltd. • Radio & tv broadcasting & communications equipment • British Columbia
MacDONALD, DETTWILER AND ASSOCIATES LTD. (the “Company”), hereby grants to the grantee named below (the “Grantee”), Appreciation Units in accordance with and subject to the terms, conditions and restrictions of this Agreement together with the provisions as set forth below:
MacDONALD, DETTWILER AND ASSOCIATES LTD. AWARD AGREEMENT FOR US TAXPAYERSAward Agreement • July 14th, 2017 • Macdonald, Dettwiler & Associates Ltd. • Radio & tv broadcasting & communications equipment • British Columbia
MacDONALD, DETTWILER AND ASSOCIATES LTD. (the “Company”), hereby grants to the grantee named below (the “Grantee”), Appreciation Units in accordance with and subject to the terms, conditions and restrictions of this Agreement together with the provisions as set forth below:
MAXAR TECHNOLOGIES INC. as Borrower – and – ROYAL BANK OF CANADA as Administrative Agent – and – ROYAL BANK OF CANADA as Collateral Agent – and – THE LENDERS FROM TIME TO TIME PARTY HERETO as LendersCredit Agreement • June 14th, 2022 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
WHEREAS the Borrower, the Administrative Agent and certain of the Lenders are the parties to the Existing Credit Agreement (as defined below);
250,000,000 4.31% SENIOR SECURED NOTES DUE 2024Note Purchase Agreement • April 27th, 2017 • Macdonald Dettwiler & Associates LTD • New York
MacDonald, Dettwiler and Associates Ltd., a corporation incorporated under the Canada Business Corporations Act (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each a “Purchaser” and, collectively, the “Purchasers”) as follows:
MacDONALD, DETTWILER AND ASSOCIATES LTD. AWARD AGREEMENTAward Agreement • July 14th, 2017 • Macdonald, Dettwiler & Associates Ltd. • Radio & tv broadcasting & communications equipment
MacDONALD, DETTWILER AND ASSOCIATES LTD. (the “Company”), hereby grants to the grantee named below (the “Grantee”), Appreciation Units in accordance with and subject to the terms, conditions and restrictions of this Agreement together with the provisions as set forth below:
MacDONALD, DETTWILER AND ASSOCIATES LTD. AWARD AGREEMENTAward Agreement • July 14th, 2017 • Macdonald, Dettwiler & Associates Ltd. • Radio & tv broadcasting & communications equipment
MacDONALD, DETTWILER AND ASSOCIATES LTD. (the “Company”), hereby grants to the grantee named below (the “Grantee”), Appreciation Units in accordance with and subject to the terms, conditions and restrictions of this Agreement together with the provisions as set forth below:
Maxar Technologies Ltd. Restricted Share Units Award Agreement - Form (Canadian Participants)Restricted Share Units Award Agreement • March 1st, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • British Columbia
Maxar Technologies Ltd. (the “Company”) has granted Restricted Share Units (“RSUs”) set out in the table below to the person named below (the “Participant”), in accordance with and subject to this Award Agreement and the provisions of the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (f/k/a the MacDonald, Dettwiler and Associates Ltd. Omnibus Equity Incentive Plan) (the “Plan”).
FIFTH AMENDING AGREEMENT DATED AS OF DECEMBER 19, 2019 TO THE RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 5, 2017 AMONG MAXAR TECHNOLOGIES INC. as BorrowerFifth Amending Agreement • March 2nd, 2020 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
MAXAR TECHNOLOGIES INC., a publicly-traded corporation organized under the laws of the State of Delaware (hereinafter referred to as the “Borrower”)
MACDONALD, DETTWILER AND ASSOCIATES LTD. as Borrower – and – ROYAL BANK OF CANADA as Administrative Agent – and – ROYAL BANK OF CANADA as Collateral Agent – and – THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders RESTATED CREDIT AGREEMENT RBC...Restated Credit Agreement • October 16th, 2017 • Maxar Technologies Ltd. • Radio & tv broadcasting & communications equipment • New York
WHEREAS, in order to fund the Stock Consideration payable pursuant to the DigitalGlobe Acquisition, the Borrower will issue 0.3132 common shares of the Borrower for each share of common stock of DigitalGlobe;
MacDonald, Dettwiler and Associates Ltd. MDA EMPLOYEE SHARE PURCHASE PLAN PLAN TERMS (Effective October 1, 2001 as amended October, 2005)Employee Share Purchase Plan • July 14th, 2017 • Macdonald, Dettwiler & Associates Ltd. • Radio & tv broadcasting & communications equipment • British Columbia
ARRANGEMENT AGREEMENTArrangement Agreement • October 16th, 2018 • Maxar Technologies Ltd. • Radio & tv broadcasting & communications equipment • British Columbia
1182060 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company incorporated under the laws of the province of British Columbia
Maxar Technologies Ltd. (U.S. Participants)Ltip Unit Agreement • March 1st, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • British Columbia
Maxar Technologies Ltd. (the “Company”) has granted the LTIP Units (“Unit”) set out in the table below to the person named below (the “Participant”), in accordance with this Award Agreement and the provisions of the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (f/k/a the MacDonald, Dettwiler and Associates Ltd. Omnibus Equity Incentive Plan) (the “Plan”).
THIRD AMENDING AGREEMENT DATED AS OF NOVEMBER 4, 2019 TO THE RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 5, 2017 AMONG MAXAR TECHNOLOGIES INC. as successor Borrower – and – MDA SYSTEMS HOLDINGS LTD. as Cdn. Borrower – and – ROYAL BANK OF CANADA as...Third Amending Agreement • December 11th, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • New York
MAXAR TECHNOLOGIES INC., a publicly-traded corporation organized under the laws of the State of Delaware (hereinafter referred to as the “Borrower”)
Stock PURCHASE AGREEMENT BY AND AMONG MAXAR TECHNOLOGIES INC., MAXAR TECHNOLOGIES HOLDINGS INC. AND Neptune Acquisition Inc. Dated as of December 29, 2019Stock Purchase Agreement • December 30th, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment • Delaware
Maxar Technologies Inc. (U.S. and Canadian Participants)Performance Share Units Award Agreement • May 9th, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment
Maxar Technologies Inc. (the “Company”) has granted Performance Share Units (“PSUs”) set out in the table below to the person named below (the “Participant”), in accordance with this Award Agreement and the provisions of the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (the “Plan”).
Maxar Technologies Ltd. (Canadian Participants)Ltip Unit Agreement • March 1st, 2019 • Maxar Technologies Inc. • Radio & tv broadcasting & communications equipment
Maxar Technologies Ltd. (the “Company”) has granted the LTIP Units (“Unit”) set out in the table below to the person named below (the “Participant”), in accordance with and subject to this Award Agreement and the provisions of the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (f/k/a the MacDonald, Dettwiler and Associates Ltd. Omnibus Equity Incentive Plan) (the “Plan”).
