EXHIBIT 10.29 |
MASTER EQUIPMENT FINANCING AGREEMENT
THIS MASTER EQUIPMENT FINANCING AGREEMENT (this “Agreement”) is made as of December 29, 2023 (“Effective Date”), between TRINITY CAPITAL INC., a Maryland corporation (“Trinity”), ROCKET LAB USA, INC., a Delaware corporation (“Parent”), and the other borrowers listed on Annex 1 hereto (collectively, the “Borrowers” and each, individually, a “Borrower”). The Borrowers desire to finance certain equipment and other property (the “Equipment”). This Agreement provides the terms under which the Equipment is to be financed.
Trinity and the Borrowers agree as follows:
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(1) within one hundred eighty (180) days of the close of each fiscal year of Parent, annual, audited financial statements consisting of a consolidated balance sheet, income statement and cash flow statement prepared in accordance with generally accepted accounting principles in all material respects and presenting the financial condition of Parent and its consolidated subsidiaries as at the end of that fiscal year, together with an opinion from Deloitte & Touche LLP (or another independent certified public accounting firm of national or regional standing acceptable to Trinity in its reasonable discretion) that is not subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit (other than any such qualification, exception or explanatory paragraph as a result of an upcoming maturity date of any indebtedness occurring within one (1) year from the time such opinion is delivered; provided, that Parent shall be deemed to have complied with this clause (1) when Parent has posted its Form 10-K to its public website by the deadline set forth above and provided written notice of the posting (which notice may be delivered by email);
(2) within sixty (60) days after the end of each fiscal year of Parent, annual board approved operating budgets and financial projections;
(3) within forty five (45) days following the end of each fiscal quarter of Parent, a copy of unaudited financial statements pertaining to the results of operations of Parent and its subsidiaries for the month then ended, consisting of a consolidated balance sheet, income statement and cash flow statement, prepared in accordance with generally accepted accounting principles; ); provided, that Parent shall be deemed to have complied with this clause (3) when Parent has posted its Form 10-Q to its public website by the deadline set forth in such above and provided written notice of the posting (which notice may be delivered by email);
(4) within thirty (30) days of the close of each fiscal month of Parent (other than the last month of any fiscal quarter), a copy of unaudited financial statements pertaining to the results of operations of Parent and its consolidated subsidiaries for the month then ended, consisting of a consolidated balance sheet, income statement and cash flow statement, prepared in accordance with generally accepted accounting principles;
(5) a complete and accurate listing of all Equipment which includes its then current location within thirty (30) days of by Trinity’s reasonable request;
(6) commencing March 31, 2024 until the Blanket Lien Draw is paid in full, (i) within thirty (30) days of the close of each fiscal month of Parent, a copy of bank statements covering Borrowers’ primary operating account(s), and (ii) within thirty (30) days of the close of each fiscal quarter of Parent, a list of the Borrowers’ fixed assets; and
(7) if the Blanket Lien Draw is not repaid in full (other than contingent obligations for which no claim has been asserted) on or before March 31, 2024, or at such other time upon Trinity’s request in its sole discretion, the Borrowers shall deliver to Trinity, within ten business days, an executed pledge agreement in form and substance reasonably acceptable to Trinity.
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(1) evidence of compliance with the insurance provisions of Section 12;
(2) lien search results;
(3) UCC-1 financing statements in a form sufficient for filing in the appropriate filing office for each Borrower;
(4) a certificate of an appropriate Officer of each Borrower certifying as to: (A) resolutions duly authorizing the transactions contemplated in the Equipment Financing Documents, and (B) the incumbency and signature of the officers of such Borrower authorized to execute such documents;
(5) an opinion of counsel for the Borrowers that are organized or formed in Delaware in form and substance reasonably satisfactory to Trinity;
(6) good standing certificates from the jurisdiction of each Borrower’s organization;
(7) an Intellectual Property Security Agreement in a form acceptable to Trinity.
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(1) All representations and warranties made by the Borrowers in the Equipment Financing Documents shall be materially true and correct (without duplication of any materiality qualifiers in the representation) on the Effective Date of the related Schedule (except in the case of any representation and warranty which expressly relates to a given date, such representation and warranty shall be true and correct in all material respects (without duplication of any materiality qualifiers contained therein) as of such specified date, if earlier);
(2) Delivery of duly executed copies of the applicable Schedule and all other Equipment Financing Documents;
(3) The purchase order pertaining to the Equipment (collectively, the “Supply Contract”);
(4) No Event of Default shall have occurred and be continuing;
(5) The Equipment shall have been delivered to and accepted by a Borrower, as evidenced by the Schedule, and shall be in good operating condition, other than items of Equipment previously purchased by a Borrower identified by serial number to Trinity prior to the Effective Date (including serial number 60.22.0185), in good operating condition;
(6) the satisfaction, in Trinity’s sole discretion, of Trinity’s due diligence investigation and contingency funding assessment including, without limitation, review of the financial statements described in Section 5(a)(3) dated no more than ninety (90) days prior to the funding of any Draw;
(7) Trinity has received such other agreements and assurances as Trinity reasonably may require; and
(8) On the effective date of the applicable Schedule, the Equipment described therein, shall be free and clear of any claims, liens, attachments, rights of others and legal processes (“Liens”), other than Permitted Liens. A “Permitted Lien” shall mean (a) Impositions (defined in Section 10), (b) Liens of mechanics, materialmen, or suppliers and similar Liens arising by operation of law, provided that any obligations secured by such Liens are incurred by a Borrower in the ordinary course of business, for sums that are not yet delinquent or are being contested in good faith and with due diligence, by negotiations or by appropriate proceedings which suspend the collection thereof, (c) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which the Borrowers maintain adequate reserves on their books and records, (d) Liens to secure payment of workers’ compensation, employment insurance, old‑age pensions, social security and other like obligations incurred in the ordinary course of business, (e) Liens securing subordinated debt subject to a subordination or intercreditor agreement reasonably acceptable to Trinity, (f) Liens in favor of Trinity, (g) Liens in favor of a senior secured financing source that are subject to an intercreditor agreement acceptable to Trinity in its reasonable discretion, providing that any Liens of such financing source on Equipment are subordinated to Trinity’s Lien, (h) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default, and (i) Liens securing Debt described in clauses (b), (f), (g), (h), (j), (p)(3) and (q) of the definition of “Permitted Debt”.
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DEFINITIONS AND RULES OF CONSTRUCTION. (a) The following terms when used in this Agreement or in any of the Equipment Financing Documents have the following meanings: (1) “affiliate”: with respect to any given person, shall mean ach other person that controls directly or indirectly the person and any person that controls or is controlled by or is under common control with the person (for the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise), which for the avoidance of doubt with respect to the assignment provisions herein, includes a joint venture in which Trinity or other affiliates of Trinity have the power to veto any transfer of any of the Equipment Financing Documents into the joint venture); (2) “applicable law” or “law”: with respect to any given person, shall mean any law, rule, regulation, ordinance, order, code, common law, interpretation, judgment, directive, decree, treaty, injunction, writ, determination, award, permit or similar norm or decision of any governmental authority that is applicable to or binding on such person or any of its property or assets operations; (3) “AS IS, WHERE IS”: AS IS, WHERE IS, without warranty, express or implied, with respect to any matter whatsoever; (4) “business day”: any day, other than a Saturday, Sunday, or legal holiday for commercial banks under the laws of the state of the Trinity’s notice address; (5) “Debt” means (a) all indebtedness for borrowed money; (b) all indebtedness for the deferred purchase price of property or services (other than (i) trade payables and accrued expenses incurred in the Ordinary Course of Business, (ii) any earn-out, purchase price adjustment or similar obligation until such obligation appears in the liabilities section of the balance sheet and (iii) any amounts being disputed in good faith by Borrowers where such dispute would not cause, or be reasonably expected to cause, a Material Adverse Effect); (c) all obligations evidenced by notes, bonds, debentures or other similar instruments; (d) all indebtedness created or arising under any conditional sale or other title
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retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (e) equity securities subject to repurchase or redemption, (f) all obligations, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities in respect of obligations of the kind referred to in subsections (a) through (e) of this definition; and (g) all obligations of the kind referred to in subsections (a) through (f) above secured by (or which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights); (6) “governmental authority”: any federal, state, county, municipal, regional or other governmental authority, agency, board, body, instrumentality or court, in each case, whether domestic or foreign; (7) “hazardous material”: means any chemical, compound, materials, substance or other matter that: (i) is a flammable explosive, asbestos, radioactive materials, nuclear medicine materials, drug, vaccine, bacteria, virus, hazardous waste, toxic substance, petroleum product, or related injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (8) “knowledge” means the actual knowledge of any executive officer or employee charged with the oversight responsibility for the matter in question; (9) “Intellectual Property” means any and all intellectual property, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, all rights therein, and all rights to sue at law or in equity for any past present or future infringement, violation, misuse, misappropriation or other impairment thereof, whether arising under United States, multinational or foreign laws or otherwise, including the right to receive injunctive relief and all proceeds and damages therefrom; (10) “Ordinary Course of Business” means, in respect of any transaction involving any person, the ordinary course of such person’s business as conducted by any such person in accordance with (a) the usual and customary customs and practices in the kind of business in which such person is engaged, or (b) the past practice and operations of such person, and in each case, undertaken by such person in good faith and not for purposes of evading any covenant or restriction in any Equipment Financing Documents (11) “person”: any individual, corporation, limited liability entity, partnership, joint venture, or other legal entity or a governmental authority, whether employed, hired, affiliated, owned, contracted with, or otherwise related or unrelated to a Borrower or Trinity; and (12) “UCC” or “Uniform Commercial Code”: the Uniform Commercial Code as in effect in the State of New York or in any other applicable jurisdiction.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Master Equipment Financing Agreement to be duly executed as of the day and year first above set forth.
“Trinity”
TRINITY CAPITAL INC., a Maryland corporation
By: /s/ Sarah Stanton Name: Sarah Stanton Title: General Counsel and Chief Compliance Officer
1 North 1st Street, Third Floor Phoenix, Arizona 85004 Phone: 480-374-5350
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“Borrowers”
ROCKET LAB USA, INC., a Delaware corporation
By: /s/ Adam Spice Name: Adam Spice Title: Chief Financial Officer
3881 McGowen Street Long Beach, California 90808 Phone: (714) 655 2936
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[SIGNATURE PAGE TO MASTER EQUIPMENT FINANCING AGREEMENT]
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“Borrowers”
ASI Aerospace LLC, a Delaware limited liability company Planetary Systems Corporation, a District of Colombia corporation SolAero Holdings, Inc., a Delaware corporation SolAero, LLC, a Delaware limited liability company SolAero Technologies Corp., SolAero Solar Power LLC, a Delaware limited liability company SolAero IRB Company LLC, a New Mexico limited liability company
By: /s/ Stephen Ananias Name: Stephen Ananias Title: Chief Financial Officer
3881 McGowen Street Long Beach, California 90808 Phone: (714) 655 2936
Rocket Lab Global Services, LLC, a Delaware limited liability company
By: /s/ Adam Spice Name: Adam Spice Title: Chief Financial Officer
3881 McGowen Street Long Beach, California 90808 Phone: (714) 655 2936
Rocket Lab National Security LLC, a Delaware limited liability company
By: /s/ Stephen Ananias Name: Stephen Ananias Title: Treasurer
3881 McGowen Street Long Beach, California 90808 Phone: (714) 655 2936
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Annex 1
Borrowers
Rocket Lab USA, Inc
Rocket Lab Global Services, LLC
ASI Aerospace LLC
Planetary Systems Corporation
SolAero Holdings, Inc.
SolAero, LLC
SolAero Technologies Corp
SolAero Solar Power LLC
SolAero IRB Company LLC
Rocket Lab National Security LLC
Rocket Lab Composites, LLC
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