CONFORMED TO AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENT DATED AS OF MARCH 31, 2023And Note Purchase Agreement • April 3rd, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • Delaware
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF AUGUST 4, 2020, (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND BETWEEN BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, AND CSI GP I LLC, AS SECOND LIEN AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS PROMISSORY NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
March 31, 2023Proterra Inc • April 3rd, 2023 • Motor vehicles & passenger car bodies
Reference is hereby made to the above-referenced Loan Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.
PROTERRA OPERATING COMPANY, INC. AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 3rd, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • New York
This Amendment No. 2 to Secured Convertible Promissory Notes and Note Purchase Agreement (this “Amendment”) is entered into as of March 31, 2023, by and among Proterra Operating Company, Inc. (formerly known as Proterra Inc.), a Delaware corporation (the “Company”), each Subsidiary (as defined in the Purchase Agreement) of the Company identified on the signature pages hereof (each a “Guarantor”), Proterra Inc., a Delaware corporation and the sole shareholder of the Company (“Parent”), the Collateral Agent and each of the Investors party hereto (the “Consenting Investors”). This Amendment (a) amends the Note Purchase Agreement, by and among the Company, the Guarantors (as defined therein), the Investors (as defined therein), and CSI GP I LLC, as Collateral Agent, dated August 4, 2020 as amended by Amendment No. 1 to Secured Convertible Promissory Notes and Note Purchase Agreement, dated as of August 31, 2020 (the “Existing Purchase Agreement”; and the Existing Purchase Agreement, as fro
