Browse EX-10 agreements

Execution Version

 

U.S. $1,000,000,000

TERM LOAN CREDIT AGREEMENT

 

Dated as of June 15, 2026 among

AUTODESK, INC.

 

as Borrower

 

and

THE LENDERS PARTY HERETO

 

as Lenders

 

and

CITIBANK, N.A.

 

as Administrative Agent

 

 

 

MORGAN STANLEY SENIOR FUNDING, INC., CITIBANK, N.A. and BNP PARIBAS SECURITIES CORP.

 

as Joint Lead Arrangers and Joint Bookrunners

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

Article I DEFINITIONS AND ACCOUNTING TERMS

1

 

 

 

Section 1.01

Certain Defined Terms

1

Section 1.02

Computation of Time Periods

20

Section 1.03

Accounting Terms

21

Section 1.04

Terms Generally

21

Section 1.05

Rates

22

 

 

 

Article II AMOUNTS AND TERMS OF THE ADVANCES

22

 

 

 

Section 2.01

The Advances

22

Section 2.02

Making the Advances

22

Section 2.03

Fees

23

Section 2.04

Termination or Reduction of the Commitments

24

Section 2.05

Repayment of Advances

24

Section 2.06

Interest on Advances

24

Section 2.07

Interest Rate Determination

25

Section 2.08

…

DIRECTOR AGREEMENT

 

This Director Agreement, dated June 15, 2026 (this “Agreement”), is by and among the undersigned investors (each, an “Investor”; together, the “Investors”), Magnetar Financial LLC, solely in its capacity as representative of the Investors (the “Representative”), and Comtech Telecommunications Corp. (the “Company”).

 

WHEREAS, the Company and the Representative, acting on behalf of the Investors, have mutually determined that it would be in the best interest of the Company to provide the Representative the right to appoint a member of the Company’s Board of Directors (the “Board”), as provided in this Agreement.

 

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

Board Representation and Board Matters.

…

REGISTRATION RIGHTS AGREEMENT

 

BY AND AMONG

 

COMTECH TELECOMMUNICATIONS CORP.,

 

AND

 

THE ENTITIES LISTED ON EXHIBIT B HERETO

 

Dated as of June 14, 2026

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I Resale Shelf Registration      

  1

Section 1.1.

Resale Shelf Registration Statement

1

Section 1.2.

Effectiveness Period

2

Section 1.3.

Subsequent Shelf Registration

2

Section 1.4.

Supplements and Amendments

2

Section 1.5.

Subsequent Holder Notice

2

Section 1.6.

Underwritten Offering

3

Section 1.7.

Take-Down Notice

3

ARTICLE II Company Registration    

    4

Section 2.1.

Notice of Registration

4

Section 2.2.

Underwriting

4

Section 2.3.

Right to Terminate Registration

5

ARTICLE III Additional Provisions Regarding Registration Rights      

  5

Section 3.1.

Registration Procedures

5

Section 3.2.

Limitation on Subsequent Registration Rights

8

Section 3.3.

Expenses of Registration

8

Section 3.4.

Information by Holders

8

Section 3.5.

Rule 144 Reporting

9

ARTICLE IV Indemnification    

    10

…

Execution Version

 

Consent and Amendment No. 4 to CREDIT AGREEMENT

 

This CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment") is entered into as of June 14, 2026, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation ("Comtech", and together with those additional entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms thereof, each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers"), the Lenders identified on the signature pages hereof, WINGSPIRE CAPITAL LLC, as revolving agent for the Revolving Lenders (in such capacity, together with its successors and assigns in such capacity, "Revolving Agent"), and TCW Asset Management Company LLC, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, "Agent").

…

Execution Version

 

AMENDMENT No. 3 to SUBORDINATED CREDIT AGREEMENT

 

This AMENDMENT NO. 3 TO SUBORDINATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 14, 2026, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Comtech” or the “Borrower”), the Lenders identified on the signature pages hereof (which Lenders constitute all Lenders under the Subordinated Credit Agreement immediately prior to the effectiveness of this Amendment), the Guarantors identified on the signature pages hereof, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

…

EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp.

AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of June 14, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

ARTICLE I. EXCHANGE OF SHARES

3

 

 

 

Section 1.1

Exchange

3

Section 1.2

Closing

4

Section 1.3

Closing Deliverables

4

 

 

 

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4

 

 

 

Section 2.1

Organization and Power

4

Section 2.2

Authorization, Etc.

5

Section 2.3

Government Approvals

6

Section 2.4

Authorized and Outstanding Stock

6

Section 2.5

Subsidiaries

7

Section 2.6

Private Placement

8

Section 2.7

SEC Documents; Financial Information

8

Section 2.8

Internal Control Over Financial Reporting

9

Section 2.9

Disclosure Controls and Procedures

9

Section 2.10

Litigation

9

Section 2.11

Compliance with Laws; Permits

9

Section 2.12

Taxes

9

Section 2.13

Employee and Labor Matters

10

Section 2.14

Environmental Matters

10

Section 2.15

Registration Rights

10

Section 2.16

Investment Company Act

11

Section 2.17

…

Exhibit 10.3 

 

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

 

This First Amendment to Registration Rights Agreement (this “Amendment”) is entered into as of June 14, 2026, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the entities named on the signature pages to this Amendment (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in the Registration Rights Agreement (as defined below).

 

Whereas, the Company and Investors are party to that certain Registration Rights Agreement, dated as of March 3, 2025 (the “Registration Rights Agreement”);

…

FORM OF

 

COMTECH TELECOMMUNICATIONS CORP.

 

VOTING AGREEMENT

 

 

 

VOTING AGREEMENT

 

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of June 14, 2026, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized terms used but not defined herein shall have their respective meanings set forth in that certain Exchange Agreement (the “Exchange Agreement”), dated as of the date hereof, by and among the Company, Investors, and certain other parties thereto.

 

RECITALS

 

A.

…

Document

Exhibit 10.1

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) is dated effective as of June 12, 2026 (the “Fifth Amendment Effective Date”), by and among NATURAL GAS SERVICES GROUP, INC., a Colorado corporation (“Holdings”), the other Loan Parties party hereto, Texas Capital Bank, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and the Lenders (including the Increasing Lenders (as defined below)) party hereto.

RECITALS:

…

PRIVATE & CONFIDENTIAL

FROM:

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

200 Vesey Street

New York, NY 10285

(“Buyer”)

TO:

TRIPADVISOR, INC.

400 1st Avenue

Needham, MA 02494

(“Parent”)

TRIPADVISOR UK HOLDCO LIMITED

10 Norton Folgate, London, United Kingdom, E1 6DB

(“Seller”)

LF HOLDINGS (FRANCE) SAS

70 rue Saint-Lazare

75009 Paris, France

(“Company”)

June 14, 2026

Dear Sirs,

We refer to our recent discussions relating to the contemplated acquisition of the Shares representing all of the issued and outstanding Equity Interests of LF Holdings (France) SAS, a French simplified joint stock company (société par actions simplifiée), registered with the Trade and Companies Registry of Paris under number 803 696 509, whose registered office is at 70 rue Saint-Lazare – 75009 Paris, France (the “Company” and together with Parent and Seller, the “Seller Parties”)(the “Contemplated Transaction”).

…

10 June 2026

 

Ryan Yost

-- By email --

 

OFFER OF EMPLOYMENT – Division President, Global Flexible Packaging Solutions (GFPS)

 

Dear Ryan,

 

On behalf of Amcor plc and its subsidiaries including Berry Global Group, Inc. (“Berry”) (collectively “Amcor”) I am delighted to confirm your appointment to the above role pursuant to the terms and conditions of this employment offer letter agreement (this “Agreement”).

 

Position: You will be employed by Amcor Flexibles North America (“Amcor”) as Division President, Global Flexible Packaging Solutions (GFPS), reporting to me and be based in Deerfield, IL, effective from 15 June 2026 (the “appointment date”).

 

Salary: Your base salary will be $1,000,000 annually, which will be paid in bi-weekly increments. Your salary will be reviewed annually on a date selected by Amcor. Salaries are adjusted at Amcor’s sole discretion to take into account company performance, your individual performance, and market and industry conditions. Amcor is not obliged to increase your salary as a result of any review.

…

TRANSITION, RETIREMENT AGREEMENT AND GENERAL RELEASE

 

This Transition, Retirement Agreement and General Release (the “Agreement”) is entered into by and between Amcor Flexibles North America, Inc. (the “Company”), an indirect subsidiary of Amcor plc (“Amcor”), and Fred Stephan (“Employee”)

 

WHEREAS the Company and Employee wish to transition and end Employee’s employment with the Company under the terms and conditions set forth under this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and Employee, the Company and Employee agree as follows:

 

1.            Transition.

 

(a)          Employee’s employment with the Company and its affiliates shall terminate on December 31, 2026 (the “Retirement Date”).

…