AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of October 31, 2022, is entered into by and among TERRAN ORBITAL OPERATING CORPORATION, a Delaware corporation (the “Issuer”), TERRAN ORBITAL CORPORATION (f/k/a Tailwind Two Acquisition Corp.), a Delaware corporation (“Parent”), and the other Guarantors (as defined in the Note Purchase Agreement referred to below) identified on the signature pages hereof, the purchasers identified on the signature pages hereof (such purchasers, and the other purchasers party to the below-defined Note Purchase Agreement, together with their respective successors and permitted assigns, each individually, a “Purchaser”, and collectively, the “Purchasers”), and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Agent”).
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT Dated as of October 31, 2022 among TERRAN ORBITAL CORPORATION, as the Issuer, The Guarantors from time to time party hereto, The Purchasers from time to time party hereto and U.S. BANK TRUST COMPANY,...Convertible Note and Warrant Purchase Agreement • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT is entered into as of October 31, 2022 (this “Agreement”) among TERRAN ORBITAL CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, the Purchasers (as defined herein) from time to time party hereto and U.S. Bank Trust Company, National Association, as Collateral Agent (as defined herein)) for the Purchasers.
First Lien/Second Lien Intercreditor AgreementFirst Lien/Second Lien Intercreditor Agreement • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT is dated as of October 31, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), and entered into by and among Terran Orbital Corporation (“Terran PubCo” or the “Issuer”), Terran Orbital Operating Corporation (“Terran OpCo”) and certain other subsidiaries of Terran PubCo from time to time party hereto, U.S. Bank Trust Company, National Association, as collateral agent for the LM/BP Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “LM/BP Notes Collateral Agent”), Wilmington Savings Fund Society, FSB, as collateral agent
FORM OF CONVERTIBLE NOTEConvertible Note • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • Delaware
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT.
REDACTED Pursuant to Item 601(b)(10) of Regulation S-K, certain information, indicated by [*****], has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the company ordinarily treats as private...Strategic Cooperation Agreement • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
THIS 2022 STRATEGIC COOPERATION AGREEMENT (this “Agreement”) is entered into and effective as of October 31, 2022 (the “Effective Date”), by and among LOCKHEED MARTIN CORPORATION, a corporation incorporated under the laws of Maryland (“Lockheed Martin”), TERRAN ORBITAL CORPORATION, a corporation incorporated under the laws of Delaware (“Terran Orbital”), TERRAN ORBITAL OPERATING CORPORATION (f/k/a Terran Orbital Corporation), a Delaware corporation (“TOOC”), Tyvak Nano-Satellite Systems, Inc., a Delaware corporation (“Tyvak”), PREDASAR CORPORATION, a Delaware corporation (“PredaSAR”), and Tyvak International, S.R.L., an Italian corporation (“Tyvak International”). Terran Orbital, TOOC, Tyvak, PredaSAR, and Tyvak International are referred to herein collectively as “Terran” or the “Company”. Terran and Lockheed Martin collectively may be referred to herein as the “Parties” to this Agreement, and the term “Party” shall refer to either Terran or Lockheed Martin as the context so requires.
EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts
THIS EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of October 31, 2022, is entered into by and among TERRAN ORBITAL OPERATING CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Note Purchase Agreement referred to below) identified on the signature pages hereof, the purchasers identified on the signature pages hereof (such purchasers, and the other purchasers party to the below defined Note Purchase Agreement, together with their respective successors and permitted assigns, each individually, a “Purchaser”, and collectively, the “Purchasers”), and LOCKHEED MARTIN CORPORATION, a Maryland corporation (“Lockheed Martin”), as Authorized Representative for the Purchasers (in such capacity, together with its successors and assigns in such capacity, the “Authorized Representative”):
