AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of August 15, 2024, 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”).
FIRST AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • August 21st, 2024 • 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.
NINTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
THIS NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of August 15, 2024, 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”):
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • Delaware
THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into and effective as of August 15, 2024 (the “Effective Date”) between Terran Orbital Corporation, a Delaware corporation (f/k/a Tailwind Two Acquisition Corp.) (the “SPAC”), and Staton Orbital Family Limited Partnership. (“Subscriber”). Each of SPAC and Subscriber is sometimes referred to herein, individually as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED SUPER-PRIORITY FIRST LIEN INTERCREDITOR AGREEMENT among TERRAN ORBITAL CORPORATION, THE OTHER GRANTORS PARTY HERETO, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Bridge Notes Collateral Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB, as...Super-Priority First Lien Intercreditor Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts
AMENDED AND RESTATED SUPER-PRIORITY FIRST LIEN INTERCREDITOR AGREEMENT dated as of August 15, 2024 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among TERRAN ORBITAL CORPORATION, a Delaware corporation (the “Company”), the other Grantors (as defined below) from time to time party hereto, WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent for the Bridge Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Bridge Notes Collateral Agent”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent for the Existing Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Existing Notes Collateral Agent”), WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent for the FP Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, t
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT OF TERRAN ORBITAL CORPORATIONRights Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • Delaware
This AMENDMENT, dated as of August 15, 2024 (this “Amendment”), is made to the Amended and Restated Rights Agreement, dated as of April 18, 2024, by and between Terran Orbital Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as the Rights Agent (“Continental”) (such agreement, the “Rights Agreement”).
Amended and Restated First Lien/Second Lien Intercreditor AgreementIntercreditor Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This AMENDED AND RESTATED FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT is dated as of August 15, 2024 (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”), the other Grantors (as defined below) from time to time party hereto, Wilmington Savings Fund Society, FSB, as collateral agent for the Bridge Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Bridge Notes Collateral Agent”), 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 for the FP Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “
