SPCE · Virgin Galactic Holdings, Inc.

This supplemental indenture reflects a targeted refinement of the redemption mechanics for Virgin Galactic’s 9.80% First Lien Notes due 2028, rather than a substantive change to debt economics or credit profile. The amendments focus exclusively on operationalizing stock-based redemptions — introducing clearer thresholds (e.g., the $2.00 Floor Price floor and 20% dilution cap), standardized observation periods (5–10 days for optional, fixed 10 days for mandatory redemptions), and a defined fallback to cash when market conditions impede stock delivery. These changes reduce ambiguity for both the Company and noteholders regarding execution logistics and timing, particularly amid potential volatility in Virgin Galactic’s stock price. While the filing explicitly states the amendments are 'technical in nature' and do not affect redemption price or payment obligations, the new cash fallback provision — requiring either cash settlement or cancellation of redemption portions on low-VWAP days — meaningfully mitigates execution risk for the Company and enhances predictability for investors assessing redemption scenarios. No new financial covenants, collateral terms, or maturity extensions are introduced, and no consent or approval beyond the required majority of noteholders was disclosed.