SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JANUARY 8, 2008 BETWEEN MACDONALD, DETTWILER AND ASSOCIATES LTD. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT Farris, Vaughan, Wills & Murphy LLP 700 West Georgia Street, 25th Floor Vancouver,...Shareholder Rights Plan Agreement • April 27th, 2017 • Macdonald Dettwiler & Associates LTD • British Columbia
SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of January 8, 2008 between MacDonald, Dettwiler and Associates Ltd., a corporation incorporated under the Canada Business Corporations Act (the “Company”) and Computershare Investor Services Inc., a company existing under the laws of Canada (the “Rights Agent”).
SECURITY CONTROL AGREEMENTAuthorizing Agreement • April 27th, 2017 • Macdonald Dettwiler & Associates LTD
This agreement (the “Agreement”) is made this 26th day of January, 2016 (“Effective Date”), by and among MacDonald, Dettwiler and Associates Ltd., a publicly traded British Columbia corporation headquartered in the United States (the “Shareholder”), SSL MDA Holdings, Inc., a Delaware corporation (the “Company”) and the U.S. Department of Defense (i.e., DoD), all of the above collectively the “Parties.”
MACDONALD, DETTWILER AND ASSOCIATES LTD. as Borrower - and - ROYAL BANK OF CANADA as Administrative Agent - and - THOSE INSTITUTIONS WHOSE NAMES ARE SET FORTH ON THE EXECUTION PAGES HEREOF UNDER THE HEADING “LENDERS” as Lenders 2012 CREDIT AGREEMENT...2012 Credit Agreement • April 27th, 2017 • Macdonald Dettwiler & Associates LTD • British Columbia
The effective date of any change in the Applicable Margins will be the first day following (1) the date of receipt by the Administrative Agent of a compliance certificate in accordance with section 10.1(8)(c) of the Credit Agreement evidencing a change in the ratio of Consolidated Debt to EBITDA which results in a change in the above levels or (2) the effective date of any amendment to the Applicable Margins, as applicable; provided that (a) any increase or decrease in the stamping fees on any Bankers’ Acceptances which are outstanding on the effective date of such a change will not apply until the next Rollover of such Bankers’ Acceptances and (b) if the Borrower fails to deliver any compliance certificate when due in accordance with section 10.1(8)(c) of the Credit Agreement, then the Applicable Margins shall be based upon Level VI from such due date until the date of delivery of such compliance certificate.
250,000,000 4.31% SENIOR SECURED NOTES DUE 2024Macdonald • April 27th, 2017 • Macdonald Dettwiler & Associates LTD • New York
MacDonald, Dettwiler and Associates Ltd., a corporation incorporated under the Canada Business Corporations Act (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each a “Purchaser” and, collectively, the “Purchasers”) as follows:
