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”).
W I T N E S S E T H
WHEREAS, SSL Robotics LLC, a Delaware limited liability company (the “Escrow Issuer”), and the Trustee, among others, have heretofore executed and delivered an indenture (the “Indenture”), dated as of December 2, 2019 providing for the issuance of the Escrow Issuer’s 9.750% Senior Secured Notes due 2023 (the “Notes”);
WHEREAS, pursuant to a supplemental indenture dated as of December 11, 2019, the Company agreed to assume all rights and obligations of the Escrow Issuer under the Notes and the Indenture (the “Assumption”) by executing Supplemental Indenture no. 1;
WHEREAS, pursuant to Section 9.01(x)(17) of the Indenture, the Company is authorized to amend the Indenture to conform the text of the Indenture to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated November 15, 2019 (the “Description of Notes”) to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of the Indenture; and
WHEREAS, the “Subsidiary Guarantees—Release of Subsidiary Guarantees” section of the Description of Notes was intended to be a verbatim recitation of a provision of the Indenture
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AMENDMENT. (a) Section 10.06 of the Indenture is hereby amended and replaced in its entirety by the below text:
“ A Subsidiary Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, upon:
(1) the occurrence of any sale, exchange, transfer or other disposition (by merger, amalgamation, consolidation or otherwise) of all of the Capital Stock of such Subsidiary Guarantor (including any sale, exchange, transfer or other disposition after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary) or of all or substantially all of the assets and property of such Subsidiary Guarantor, which sale, exchange, transfer or other disposition is made in compliance with the applicable provisions of this Indenture (to the extent such provisions are required to be satisfied as of the