FIRST AMENDMENT TO TERM LOAN AGREEMENT
This FIRST AMENDMENT TO TERM LOAN AGREEMENT, dated as of July 23, 2021 (this Amendment), is entered into by and among Strongbridge U.S. Inc., a Delaware corporation (the Borrower), Strongbridge Biopharma plc, a public limited company incorporated under the laws of Ireland (the Parent Guarantor), each Lender party hereto designated as a Lender on its signature page hereto (collectively constituting the Majority Lenders (as defined in the Existing Credit Agreement)), Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership, as administrative agent and collateral agent for the Lenders under the Existing Credit Agreement (in such capacities, collectively, the Administrative Agent). Capitalized terms used but not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement.
WHEREAS, Parent Guarantor, the Borrower, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Term Loan Agreement, dated as of May 19, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the Existing Credit Agreement; the Existing Credit Agreement, as amended by this Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, is herein referred to as the Amended Credit Agreement);
WHEREAS, the Lenders party hereto collectively constitute the Majority Lenders; and
WHEREAS, the Parent Guarantor, the Borrower and the Majority Lenders have agreed to amend the Conversion Option and other selected terms and provisions of the Existing Credit Agreement, subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Existing Credit Agreement. Subject to the satisfaction (or waiver by the Administrative Agent) of the conditions set forth in Section 2 of this Amendment, on the First Amendment Effective Date (as defined below), the Existing Credit Agreement shall hereby be amended as follows:
(a) Section 1.01 of the Existing Credit Agreement is hereby amended by deleting the definitions of Conversion Amount, Conversion Completion Date, Conversion Date and Conversion Notice, in each case, in their entirety.
(b) The definition of Conversion Price in Section 1.01 of the Existing Credit Agreement is hereby amended by amending and restating such definition in its entirety as follows:
Conversion Price means $2.24.
(c) Section 1.01 of the Existing Credit Agreement is hereby amended by inserting the following new definitions in appropriate alphabetical order:
Conversion Completion Time means the time immediately prior to the consummation of the Parent Guarantor Acquisition on the Parent Guarantor Acquisition Date.