Initial DDTL Commitments
TermLoan · EMERGENT BIOSOLUTIONS INC.
Reference: Initial DDTL Commitments
Active
- Outstanding
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- Commitment
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- Availability
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- Maturity
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Reported commitment:
USD 75,000,000
Reported 2026-04-17
Disclosed facility capacity; the amount drawn and capacity available today are not established.
Verified covenant terms
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Section 2.14(d)(v) · Incremental Term Loans
the aggregate amount of such Incremental Term Loans shall not exceed
Applies to every series under this agreement Exceptions: (A) without duplication (i) an amount equal to the Starter Basket plus (ii) the amount of all prior voluntary prepayments, redemptions or repurchases of Term Loans (including pursuant to Section 2.05(a)(v) or Section 3.07), Incremental Term Loans or Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Indebtedness that, in each case, is secured by a Lien on the Collateral (or any portion thereof) on a pari passu basis (without regard to the control of remedies) with the Liens securing the Initial Term Loans, in each case under this clause (ii), other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term Indebtedness (other than Indebtedness incurred under any revolving facility (including the ABL Facility)), plus (iii) the principal amount of permanent reductions in ABL Commitments, plus (B) an additional amount of Incremental Term Loans so long as on and as of the date of the incurrence of such Incremental Term Loans, on a Pro Forma Basis after giving effect to such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis, (a) in the case of any Incremental Facility that is secured by a Lien on a pari passu basis (without regard to the control of remedies) with the Liens securing the Initial Term Loans, the Consolidated First Lien Leverage Ratio (determined on a Pro Forma Basis) does not exceed 2.00:1.00 or (b) in the case of any Incremental Facility that is secured by a Lien on a junior basis with the Liens securing the Initial Term Loans the proceeds of which are used solely to refinance the Senior Notes and to pay related fees and expenses, the Consolidated Secured Leverage Ratio (determined on a Pro Forma Basis) does not exceed 3.75:1.00; provided that (w) in the case of Incremental Term Loans in the form of a delayed draw term loan facility, such delayed draw term loan facility shall be assumed to be fully drawn on the date on which such delayed draw term loan facility is established. Section 2.14 Incremental Credit Extensions.
Full wording and supporting evidence
Source evidence: (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans, the aggregate amount of such Incremental Term Loans shall not exceed (A) without duplication (i) an amount equal to the Starter Basket plus (ii) the amount of all prior voluntary prepayments, redemptions or repurchases of Term Loans (including pursuant to Section 2.05(a)(v) or Section 3.07), Incremental Term Loans or Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Indebtedness that, in each case, is secured by a Lien on the Collateral (or any portion thereof) on a pari passu basis (without regard to the control of remedies) with the Liens securing the Initial Term Loans, in each case under this clause (ii), other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term Indebtedness (other than Indebtedness incurred under any revolving facility (including the ABL Facility)), plus (iii) the principal amount of permanent reductions in ABL Commitments, plus (B) an additional amount of Incremental Term Loans so long as on and as of the date of the incurrence of such Incremental Term Loans, on a Pro Forma Basis after giving effect to such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis, (a) in the case of any Incremental Facility that is secured by a Lien on a pari passu basis (without regard to the control of remedies) with the Liens securing the Initial Term Loans, the Consolidated First Lien Leverage Ratio (determined on a Pro Forma Basis) does not exceed 2.00:1.00 or (b) in the case of any Incremental Facility that is secured by a Lien on a junior basis with the Liens securing the Initial Term Loans the proceeds of which are used solely to refinance the Senior Notes and to pay related fees and expenses, the Consolidated Secured Leverage Ratio (determined on a Pro Forma Basis) does not exceed 3.75:1.00; provided that (w) in the case of Incremental Term Loans in the form of a delayed draw term loan facility, such delayed draw term loan facility shall be assumed to be fully drawn on the date on which such delayed draw term loan facility is established.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 2.05(b)(iii) · Prepayments
the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans
Applies to every series under this agreement Section 2.05 Prepayments.
Full wording and supporting evidence
Source evidence: (iii) If the Borrower or any Subsidiary incurs or issues any Indebtedness after the Closing Date (A) that is not permitted to be incurred or issued pursuant to Section 7.03 or (B) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of any Class of Term Loans, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans (or, in the case of Indebtedness constituting Credit Agreement Refinancing Indebtedness, the applicable Class of Term Loans) in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is three Business Days after the receipt by the Borrower or such Subsidiary of such Net Proceeds.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 2.05(b)(ii) · Asset Sale Sweep Amount
the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of such Net Proceeds
Applies to every series under this agreement Section 2.05 Prepayments.
Full wording and supporting evidence
Source evidence: (ii) If (1) the Borrower or any Subsidiary of the Borrower Disposes of any property (excluding any property that constitutes ABL Priority Collateral) pursuant to Section 7.05(j) or Section 7.05(s) (any such Disposition, a “Specified Asset Sale”) or (2) any Casualty Event occurs, which results in the realization or receipt by the Borrower or a Subsidiary of Net Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is five Business Days after the date of the realization or receipt by the Borrower or any Subsidiary of such Net Proceeds or the final day of the Reinvestment Period, as applicable, an aggregate principal amount of Term Loans in an amount (the “Asset Sale Sweep Amount”) equal to 100% of all such Net Proceeds
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.10(b) · Lender Calls
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
(b) Quarterly, at times mutually agreed with the Administrative Agent following delivery of the financial statements pursuant to Section 6.01(b) (or, with respect to the final fiscal quarter of any fiscal year, Section 6.01(a)), the Borrower will participate in a conference call with the Lenders to discuss the financial position and results of operations of the Borrower and its Subsidiaries for the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section…
Applies to every series under this agreement Section 6.10 Inspection Rights and Lender Calls.
Full wording and supporting evidence
Source evidence: (b) Quarterly, at times mutually agreed with the Administrative Agent following delivery of the financial statements pursuant to Section 6.01(b) (or, with respect to the final fiscal quarter of any fiscal year, Section 6.01(a)), the Borrower will participate in a conference call with the Lenders to discuss the financial position and results of operations of the Borrower and its Subsidiaries for the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 6.01(b) (or, with respect to the final fiscal quarter of any fiscal year, Section 6.01(a)).
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.01(e) · Financial Statements
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Deliver to the Administrative Agent for prompt further distribution to each Lender no later than 45 days after the end of each fiscal year of, commencing with the fiscal year ending December 31, 2026, a copy of the annual business plan and budget
Applies to every series under this agreement Section 6.01 Financial Statements.
Full wording and supporting evidence
Source evidence: (e) Deliver to the Administrative Agent for prompt further distribution to each Lender no later than 45 days after the end of each fiscal year of, commencing with the fiscal year ending December 31, 2026, a copy of the annual business plan and budget of the Borrower and its Subsidiaries for the then- current fiscal year.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.01(b) · Financial Statements
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Deliver to the Administrative Agent for prompt further distribution to each Lender, commencing with the fiscal quarter of the Borrower ending June 30, 2026, on or before the date on which such financial statements are required or permitted to be filed with the SEC
Applies to every series under this agreement Section 6.01 Financial Statements.
Full wording and supporting evidence
Source evidence: (b) Deliver to the Administrative Agent for prompt further distribution to each Lender, commencing with the fiscal quarter of the Borrower ending June 30, 2026, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter or for the portion of the Borrower's fiscal year then ended, and the related consolidated statements of cashflows for the portion of the Borrower's fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer, assistant treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, and cash flows of the Borrower and its Subsidiaries, on a consolidated basis, in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.01(a) · Financial Statements
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Deliver to the Administrative Agent for prompt further distribution to each Lender, commencing with the fiscal year of the Borrower ending December 31, 2026, on or before the date on which such financial statements are required or permitted to be filed with the SEC
Applies to every series under this agreement Section 6.01 Financial Statements.
Full wording and supporting evidence
Source evidence: (a) Deliver to the Administrative Agent for prompt further distribution to each Lender, commencing with the fiscal year of the Borrower ending December 31, 2026, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is ninety (90) days after the end of each fiscal year of the Borrower), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders' equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report of an independent certified public accountant of nationally recognized standing or any other independent accounting firm reasonably acceptable to the Administrative Agent, which report shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception (other than solely as a result of (i) the debt maturity of any Obligations or the maturity of any other financing facility, (ii) changes in accounting principles or practices reflecting changes in GAAP and required or approved by the independent registered public accounting firm of the Borrower or (iii) any actual or potential inability to satisfy any financial covenant (including pursuant to Section 7.11 or any financial covenant under the ABL Credit Agreement))
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.09 · Books and Records
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Maintain proper books of record and account, in which entries that are full, true and correct in all material respects in a manner to allow financial statements to be prepared in conformity with GAAP
Applies to every series under this agreement Exceptions: it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with GAAP in their respective jurisdictions of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder Section 6.09 Books and Records.
Full wording and supporting evidence
Source evidence: Section 6.09 Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects in a manner to allow financial statements to be prepared in conformity with GAAP and which reflect all material financial transactions and matters involving the material assets and business of the Borrower or any Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with GAAP in their respective jurisdictions of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.02(a) · Certificates; Other Information
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
no later than five (5) Business Days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate
Applies to every series under this agreement Exceptions: Commencing with the financial statements delivered for the fiscal year ended December 31, 2027 shall include a calculation of Excess Cash Flow Section 6.02 Certificates; Other Information.
Full wording and supporting evidence
Source evidence: (a) no later than five (5) Business Days after the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate (which shall include a calculation of the financial covenant (and the components thereof) set forth in Section 7.11 as of the last day of the applicable Test Period covered by such financial statements and, commencing with the financial statements delivered for the fiscal year ended December 31, 2027 shall include a calculation of Excess Cash Flow)
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.03 · Notices
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Promptly, and in any event within five (5) Business Days after a Responsible Officer of the Borrower has obtained knowledge thereof, notify the Administrative Agent
Applies to every series under this agreement Section 6.03 Notices.
Full wording and supporting evidence
Source evidence: Section 6.03 Notices. Promptly, and in any event within five (5) Business Days after a Responsible Officer of the Borrower has obtained knowledge thereof, notify the Administrative Agent: (a) of the occurrence of any Event of Default; (b) of the occurrence of an ERISA Event or Canadian Pension Event that would reasonably be expected to result in a Material Adverse Effect; (c) of the filing or commencement of any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority against the Borrower or any of its Subsidiaries that involves an amount at issue greater than the Threshold Amount; (d) [reserved] (e) [reserved]; (f) of the occurrence of any other matter or development that has had or would reasonably be expected to have a Material Adverse Effect.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.02(h) · Certificates; Other Information
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies each notice of a non-routine nature received from the SEC
Applies to every series under this agreement Section 6.02 Certificates; Other Information.
Full wording and supporting evidence
Source evidence: (h) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies each notice of a non-routine nature received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.02(g) · Certificates; Other Information
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Promptly, and in any event within five (5) Business Days after the furnishing thereof, any notice of material default, notice of termination or actual termination and any non-routine audit or investigation under any Material Contract
Applies to every series under this agreement Section 6.02 Certificates; Other Information.
Full wording and supporting evidence
Source evidence: (g) Promptly, and in any event within five (5) Business Days after the furnishing thereof, any notice of material default, notice of termination or actual termination and any non-routine audit or investigation under any Material Contract
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.02(f) · Certificates; Other Information
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Promptly, and in any event within five (5) Business Days after the furnishing thereof, copies of any material statement, report or notice furnished to (x) any holder of publicly-issued debt securities
Applies to every series under this agreement Section 6.02 Certificates; Other Information.
Full wording and supporting evidence
Source evidence: (f) Promptly, and in any event within five (5) Business Days after the furnishing thereof, copies of any material statement, report or notice furnished to (x) any holder of publicly-issued debt securities of the Borrower or its Subsidiaries pursuant to the terms thereof or (y) to the ABL Administrative Agent under the ABL Credit Agreement pursuant to the terms thereof and, in each case, not otherwise required to be delivered to the Administrative Agent hereunder
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.02(c) · Certificates; Other Information
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
the occurrence of any event or the existence of any other matter that has resulted or would reasonably be expected to result in a recall
Applies to every series under this agreement Exceptions: with a fair market value in the case of this clause (y) in excess of the Threshold Amount Section 6.02 Certificates; Other Information.
Full wording and supporting evidence
Source evidence: (c) the occurrence of any event or the existence of any other matter that has resulted or would reasonably be expected to result in a recall affecting (x) any product which is sold or distributed by a Loan Party under a Material Contract or (y) other products manufactured, sold or distributed by a Loan Party or a Subsidiary of a Loan Party with a fair market value in the case of this clause (y) in excess of the Threshold Amount
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.02(b) · Certificates; Other Information
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
the receipt by any Loan Party or any of its Subsidiaries of (i) any so called "Warning Letter", or similar notification, (ii) any notification of a mandated or requested recall
Applies to every series under this agreement Exceptions: in each case, from the FDA (or analogous foreign, state, provincial, territorial or local Governmental Authority) Section 6.02 Certificates; Other Information.
Full wording and supporting evidence
Source evidence: (b) the receipt by any Loan Party or any of its Subsidiaries of (i) any so called "Warning Letter", or similar notification, (ii) any notification of a mandated or requested recall affecting the products manufactured, sold or distributed by such Loan Party or such Subsidiary, or (iii) any other material correspondence which may be adverse, in any material respect, to the interest of the Borrower and its Subsidiaries (as determined in good faith by such applicable Borrower or such Subsidiary), in each case, from the FDA (or analogous foreign, state, provincial, territorial or local Governmental Authority)
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 2.08(b) · Event of Default
the Borrower shall pay interest on all amounts (retroactive to the date of such Event of Default)
Applies to every series under this agreement Springing Trigger: after the occurrence and during the continuance of an Event of Default Exceptions: no interest at the Default Rate shall accrue or be payable to a Defaulting Lender Section 2.08 Interest.
Full wording and supporting evidence
Source evidence: (b) Upon the request of Required Lenders after the occurrence and during the continuance of an Event of Default (or automatically after the occurrence and during the continuance of an Event of Default under Sections 8.01(a) and 8.01(f)), the Borrower shall pay interest on all amounts (retroactive to the date of such Event of Default) (whether or not past due) owing by it hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.11 · Additional Collateral; Additional Guarantors
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
At the Borrower's expense, subject to the terms, conditions and provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied
Applies to every series under this agreement Section 6.11 Additional Collateral; Additional Guarantors.
Full wording and supporting evidence
Source evidence: Section 6.11 Additional Collateral; Additional Guarantors. At the Borrower's expense, subject to the terms, conditions and provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including, in each case, subject to the ABL Intercreditor Agreement:
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.12 · Compliance with Environmental Laws
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Comply, and take all commercially reasonable actions to cause all lessees and other Persons operating or occupying its Real Property to comply with all applicable Environmental Laws and Environmental Permits
Applies to every series under this agreement Section 6.12 Compliance with Environmental Laws.
Full wording and supporting evidence
Source evidence: Section 6.12 Compliance with Environmental Laws. (i) Comply, and take all commercially reasonable actions to cause all lessees and other Persons operating or occupying its Real Property to comply with all applicable Environmental Laws and Environmental Permits (except to the extent that the failure to do so would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect); (ii) obtain and renew all Environmental Permits necessary for its operations and Real Property; and (iii) in each case to the extent the Loan Parties are required by Environmental Laws or a Governmental Authority, (except to the extent that the failure to do so would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect), conduct any assessment, investigation, remedial or other corrective action necessary to address Hazardous Materials at any Material Real Property in accordance with applicable Environmental Laws
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.06 · Maintenance of Properties; Intellectual Property
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Except as permitted by Section 7.05, maintain, preserve and protect (a) all of its material tangible properties and equipment necessary in the operation of its business in good working order
Applies to every series under this agreement Section 6.06 Maintenance of Properties; Intellectual Property.
Full wording and supporting evidence
Source evidence: Section 6.06 Maintenance of Properties; Intellectual Property. Except as permitted by Section 7.05, maintain, preserve and protect (a) all of its material tangible properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted and (b) all of its Material Intellectual Property that is used, held for use in, or otherwise reasonably necessary for the operation of its business as conducted on the Closing Date.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.08 · Compliance with Laws
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Except to the extent that any failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply with the requirements of all applicable Laws
Applies to every series under this agreement Exceptions: Except to the extent that any failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Section 6.08 Compliance with Laws.
Full wording and supporting evidence
Source evidence: Section 6.08 Compliance with Laws. Except to the extent that any failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply with the requirements of all applicable Laws (including ERISA, Sanctions, FCPA, all other applicable anti- terrorism laws, anti-money laundering laws, anti-corruption Laws and Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.14 · Deposit Accounts and Securities Accounts
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Maintain Control Agreements in favor of the Administrative Agent with respect to each Deposit Account and each Securities Account (excluding, in each case, any Excluded Account)
Applies to every series under this agreement Section 6.14 Deposit Accounts and Securities Accounts.
Full wording and supporting evidence
Source evidence: Section 6.14 Deposit Accounts and Securities Accounts. Maintain Control Agreements in favor of the Administrative Agent with respect to each Deposit Account and each Securities Account (excluding, in each case, any Excluded Account). Each Loan Party shall promptly notify the Administrative Agent of any opening or closing of a Deposit Account or Securities Account (other than any Excluded Account). To the extent an Control Agreement is required for a Deposit Account or Securities Account that does not constitute an Excluded Account (1) on the Closing Date, such Control Agreement shall not be required to be delivered until the date that falls sixty (60) days following the Closing Date (or such later date as agreed by the Administrative Agent in its reasonable discretion)
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.07 · Maintenance of Insurance
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Maintain with insurance companies that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business
Applies to every series under this agreement Exceptions: Not later than 60 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date) (or in each case such later date as the Administrative Agent may agree in its reasonable discretion) Section 6.07 Maintenance of Insurance.
Full wording and supporting evidence
Source evidence: Section 6.07 Maintenance of Insurance. Maintain with insurance companies that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons. Not later than 60 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date) (or in each case such later date as the Administrative Agent may agree in its reasonable discretion), each such policy of insurance (other than business interruption insurance, director and officer insurance and worker's compensation insurance) shall as appropriate (i) name the Administrative Agent as additional insured thereunder or (ii) in the case of each casualty insurance policy, contain a lenders loss payable clause or endorsement that names the Administrative Agent, on behalf of the Lenders, as lenders loss payee thereunder.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 6.04 · Payment of Taxes
Governing rule: ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent obligations as to which no claim has been asserted) hereunder which is accrued and payable shall remain unpaid or unsatisfied, then after the Closing Date, the Borrower shall, and (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) shall cause each of its Subsidiaries to:
Pay, discharge or otherwise satisfy as the same shall become due and payable, all of its obligations and liabilities in respect of Taxes and timely file all Tax returns required to be filed
Applies to every series under this agreement Exceptions: except, in each case, to the extent (a) any such Tax is being contested in good faith and by appropriate proceedings diligently conducted and with respect to which adequate reserves have been established in accordance with GAAP or (b) the failure to file, pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Section 6.04 Payment of Taxes.
Full wording and supporting evidence
Source evidence: Section 6.04 Payment of Taxes. Pay, discharge or otherwise satisfy as the same shall become due and payable, all of its obligations and liabilities in respect of Taxes and timely file all Tax returns required to be filed, except, in each case, to the extent (a) any such Tax is being contested in good faith and by appropriate proceedings diligently conducted and with respect to which adequate reserves have been established in accordance with GAAP or (b) the failure to file, pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
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Section 2.05(b)(i) · Mandatory
the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow
Applies to every series under this agreement Section 2.05 Prepayments.
Full wording and supporting evidence
Source evidence: (b) Mandatory. (i) Within ten Business Days after financial statements have been (or were required to have been) delivered pursuant to Section 6.01(a) (commencing in respect of the financial statements delivered for the fiscal year ending December 31, 2027) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements
Target identity evidence: CREDIT AGREEMENT Dated as of April 16, 2026 among EMERGENT BIOSOLUTIONS INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Target identity evidence: This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").
Documents and filing history
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Issuance
· 2026-04-17
Commitment USD 75,000,000 Exact source document
Parent 8-K filing · 2026-04-17
The Borrower has requested that the Lenders extend credit in the form of (a) Initial Term Loans on the Closing Date in an aggregate principal amount of $150,000,000, and (b) Initial DDTL Commitments in an aggregate amount of $75,000,000, in each case, subject to increase as provided herein.
Issuer evidence: CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of April 16, 2026, among EMERGENT BIOSOLUTIONS INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto from time to time, ORBIMED ROYALTY & CREDIT OPPORTUNITIES V, LP, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Supporting evidence: The Borrower has requested that the Lenders extend credit in the form of (a) Initial Term Loans on the Closing Date in an aggregate principal amount of $150,000,000, and (b) Initial DDTL Commitments in an aggregate amount of $75,000,000, in each case, subject to increase as provided herein.
