Terran Orbital Corporation

10/24/2024 | Press release | Distributed by Public on 10/24/2024 15:05

Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

First Amendment to Note Purchase Agreement

As previously disclosed on August 21, 2024 by Terran Orbital Corporation, a Delaware corporation ("Terran" or the "Company"),in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC"), on August 15, 2024 (the "Prior 8-K"), the Company, as issuer, and certain of its subsidiaries, as guarantors (the "Guarantors" and together with the Company, collectively, the "Note Parties"),entered into that certain note purchase agreement (the "Bridge Note Purchase Agreement") with the purchasers party thereto, including affiliates of FP Credit Partners, L.P. ("FP"), Lockheed Martin Corporation ("Lockheed Martin") and affiliates of Beach Point Capital Management ("Beach Point" and together with FP and Lockheed Martin, the "Purchasers") and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent (the "Agent"), pursuant to which the Company issued senior secured notes in an aggregate principal amount of $30,000,000 (the "Bridge Notes").

On October 24, 2024, the Company entered into a First Amendment to the Bridge Note Purchase Agreement (the "Bridge Note Amendment"), by and among the Note Parties, the Purchasers and the Agent. Pursuant to the terms of the Bridge Note Amendment, the maturity date for the Bridge Notes issued under the Bridge Note Purchase Agreement has been extended from October 25, 2024 to November 1, 2024, unless earlier accelerated pursuant to the terms of the Bridge Note Purchase Agreement.

The foregoing descriptions of the Bridge Note Amendment and the Bridge Note Purchase Agreement are qualified by reference to the full text of the Bridge Note Amendment and the Bridge Note Purchase Agreement, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and Exhibit 10.1 to the Prior 8-K, respectively, and are incorporated herein by reference.