Magnetar Financial LLC → COMTECH TELECOMMUNICATIONS CORP /DE/ CMTL

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Amended Subordinated Credit Agreement On June 14, 2026, Comtech Telecommunications Corp. ("Comtech" or the "Company") entered into the Amendment No. 3 to Subordinated Credit Agreement (the "Subordinated Amendment No. 3") with the guarantors party thereto, the lenders party thereto and U.S. Bank Trust Company, National Association, as agent (the "Subordinated Agent"), which amends that certain Subordinated Credit Agreement, dated as of October 17, 2024, among the Company, the guarantors party thereto, the lenders party thereto and the Subordinated Agent (as amended by that certain Waiver and Amendment No. 1 to Subordinated Credit Agreement, dated as of March 3, 2025, and that certain Amendment No. 2 to Subordinated Credit Agreement, dated as of July 21, 2025, the "Existing Subordinated Credit Agreement" and, as amended by the Subordinated Amendment No. 3, the "Amended Subordinated Credit Agreement"). Under the Subordinated Amendment No. 3, the Subordinated Agent (a) acknowledges that the form of, and the terms and conditions set forth in, the Securities Purchase Agreement (the "Purchase Agreement") and certain ancillary agreements related to the transactions contemplated by that certain Purchase Agreement, by and among Comtech, certain direct or indirect subsidiaries of Comtech named therein and Wavestream Corporation, a Delaware corporation and an affiliate of Gilat Satellite Networks Ltd. (the "Transactions") are acceptable to it, and (b) acknowledges and agrees that the Transactions shall not result in a Change of Control (as defined in the Existing Subordinated Credit Agreement). The Subordinated Amendment No. 3 further amends the Existing Subordinated Credit Agreement to, among other things, (i) suspend, until the four-quarter period ending July 31, 2027, testing of the fixed charge coverage ratio, the net leverage ratio and the minimum EBITDA covenants in the Amended Subordinated Credit Agreement, (ii) modify the calculation of the make-whole premium applicable to certain tranches of the subordinated term loans (as described in further detail below), and (iii) clarify that the Advance Payment will not be required to be applied to prepay the applicable obligations in accordance with the terms of the Amended Subordinated Credit Agreement until the consummation of the Transactions. The Amended Subordinated Credit Agreement provides that, with respect to the subordinated term loans that are subject to make-whole amounts (which such subordinated term loans have an aggregate outstanding principal amount of $65,000,000), the make-whole amount will be equal to (i) before and on April 1, 2027, the principal repayment amount multiplied by 50.0%, plus, starting on March 3, 2027, interest accrued on the principal amount outstanding at the Make-Whole Interest Rate (as defined below) and calculated as of any such date of determination; and (ii) after April 1, 2027, the principal repayment amount multiplied by 75.0% plus, starting on April 1, 2027, interest accrued on the principal amount outstanding at the Make-Whole Interest Rate (as defined below) and calculated as of any such date of determination. The Make-Whole Interest Rate is a rate equal to 16.0% per annum, which is increased by 2.0% per annum upon the occurrence and during the continuation of an event of default under the Amended Subordinated Credit Agreement. The other material terms of the Amended Subordinated Credit Agreement remain unchanged. Terms used, but not defined, in this Amendment No. 9 have the meanings set forth in the Amended Subordinated Credit Agreement. Lender Warrants and the Registration Rights Agreement Amendment In connection with the Subordinated Amendment No. 3, the Company issued, in a transaction exempt from registration under the Securities Act of 1933, as amended, warrants (the "Lender Warrants" and together with the Preferred Warrants (as defined below), the "Warrants") to certain lenders under the Amended Subordinated Credit Agreement (the "Warrant Holders"), which entitles Warrant Holders to purchase from the Company up to 625,000 shares (the "Warrant Shares") of the Company's common stock, par value $0.10 per share (the "Common Stock"), at any time and from time to time from the Vesting Date (as defined below) and on or prior to the close of business on 5:00 p.m., New York, NY time, on April 17, 2032, at an exercise price of $0.10 per share, subject to certain adjustments, including Lender Warrants entitling the Funds to purchase up to 500,000 Warrant Shares. The Lender Warrants and the Warrant Shares will vest and become exercisable on October 17, 2026 (the "Vesting Date"); provided, however, that the Lender Warrants will not vest, and will be automatically and irrevocably forfeited and cancelled for no consideration, if, prior to the Vesting Date, the Closing Date Term Loans (as defined in the Amended Subordinated Credit Agreement) have been repaid in