Full Press Release Details
AMENDMENT NO. 2 TO TERM LOAN CREDIT
2 TO TERM LOAN CREDIT AGREEMENT, dated as of June 25, 2025 (this "Agreement"), among Alvotech, S.A.,
a public limited liability company (soci t anonyme) incorporated and existing under the laws of the Grand
Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered
with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Soci t s, Luxembourg)
under number B258884 (the "Borrower"), the other Loan Parties party hereto, each Existing Lender (as
defined below), each 2025 Incremental Term Loan Lender (as defined below) and GLAS USA LLC, a limited liability company organized
and existing under the laws of the State of New Jersey, as administrative agent (in such capacity, including any successor thereto,
the "Administrative Agent").
PRELIMINARY STATEMENTS
is made to that certain Term Loan Credit Agreement, dated as of June 7, 2024 (as amended by Amendment No. 1 to Term Loan Credit
Agreement, dated as of July 3, 2024, the "Existing Credit Agreement"; the Existing Credit
Agreement as amended by this Agreement, the "Amended Credit Agreement"; capitalized terms
used but not defined herein having the meaning provided in the Amended Credit Agreement), among the Borrower, the Lenders from
time to time party thereto, the Administrative Agent and GLAS Americas LLC, a limited liability company organized and existing
under the laws of the State of New Jersey, as collateral agent;
the Borrower desires to (a) reduce the Applicable Rate applicable to the Closing Date Term Loans (the "Repricing"),
(b) incur the 2025 Incremental Term Loans (as defined below), (c) prepay (i) in full all outstanding Second Out Term Loans and
(ii) a portion of the Closing Date Term Loans held by any Closing Date Term Lender that do not consent to the Repricing with respect
to any portion of the Closing Date Term Loans held by such Closing Date Term Lender in the amounts set forth in Schedule 1 attached
hereto, each as a "Prepaid Closing Date Term Loan" (such portion, collectively, the "Prepaid Closing Date
Term Loans"; such Closing Date Term Lenders holding Prepaid Closing Date Term Loans, solely in their capacity as
such, the "Prepaid Closing Date Term Lenders") (this clause (c), the "Amendment No.
2 Refinancing") and (d) effect certain amendments and waivers to the Existing Credit Agreement related to the foregoing
transactions (clauses (a) through (d), the "Amendment No. 2 Transactions"), and the Lenders
party hereto, which constitute all of the Lenders under the Existing Credit Agreement (the "Existing Lenders"),
are willing, on the terms and subject to the conditions set forth in this Agreement and in the Amended Credit Agreement, to effect
the amendments and waivers to the Existing Credit Agreement to consummate the foregoing transactions;
connection with the Amendment No. 2 Transactions, the Borrower desires to establish a new tranche of Incremental Term Loans (the
"2025 Incremental Term Loan Facility") in the aggregate principal amount of $169,000,000, and each Person
whose name appears on Schedule 2.01B attached hereto (each, a "2025 Incremental Term Loan Lender")
is willing to, on the terms and subject to the conditions set forth in this Agreement and in the Amended Credit Agreement, severally,
but not jointly, make term loans (the "2025 Incremental Term Loans") in a principal amount equal to the
amount set forth opposite such 2025 Increment Term Loan Lender's name on Schedule 2.01B attached hereto on the Amendment
No. 2 Effective Date (as defined below);
Borrower shall use the proceeds of the 2025 Incremental Term Loans solely to consummate the Amendment No. 2 Transactions and pay
the applicable fees, premiums, costs and expenses payable in connection the Amendment No. 2 Refinancing;
Borrower has requested and the Lenders party hereto after giving effect to the Amendment No. 2 Refinancing and establishment of
the 2025 Incremental Term Loan Facility on the Amendment No. 2 Effective Date, which constitute all of the Lenders after giving
effect to the Amendment No. 2 Refinancing and establishment of the 2025 Incremental Term Loan Facility on the Amendment No. 2 Effective
Date, agree to the Repricing as set forth in the Amended Credit Agreement and the other amendments set forth in the Amended Credit
of the Lenders party hereto has agreed to the amendments and waivers of the Existing Credit Agreement in the manner described in
Sections 1 and 2 hereof.
in consideration of the undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
Subject to the terms and conditions set forth herein:
anything to the contrary contained in the Existing Credit Agreement or any other Loan Document, (i) the requirements
contained in Sections 2.12 of the Existing Credit Agreement for the distribution to each Lender of its Pro Rata Share
of the prepayments of the Closing Date Term Loans contemplated hereby are waived solely to the extent such prepayments are
applied to effect the Amendment No. 2 Refinancing, (ii) the prepayment of the Second Out Term Loans in full in connection
with the Amendment No. 2 Refinancing is permitted, (iii) the incurrence of the 2025 Incremental Term Loans in excess of the
Free and Clear Incremental Amount as of the Amendment No. 2 Effective Date is permitted and (iv) the establishment of the
2025 Incremental Term Loan Facility is permitted without complying with or satisfying the ROFO Provision in Section
2.14(3)(b) of the Existing Credit Agreement;
anything contained in the Existing Credit Agreement or any other Loan Document, all accrued and unpaid interest owing by the
Borrower immediately prior to the Amendment No. 2 Effective Date, which date shall be deemed to be an Interest Payment Date,
under the Existing Credit Agreement with respect to (i) the Closing Date Term Loans (other than Prepaid Closing Date Term
Loans) shall be deemed have been paid in-kind and capitalized on such Loans on the Amendment No. 2 Effective Date and (ii)
the Prepaid Closing Date Term Loans and Second Out Term Loans shall be paid in cash on the Amendment No. 2 Effective Date,
concurrently with the Amendment No. 2 Refinancing;
anything contained in the Existing Credit Agreement or any other Loan Document, the Prepaid Closing Date Term Lenders hereby
agree that the Prepayment Premium payable with respect to a prepayment of any Prepaid Closing Date Term Loans held by the
Prepaid Closing Date Term Lenders on the Amendment No. 2 Effective Date as a result of the Amendment No. 2 Refinancing shall
be [***]% of the aggregate principal amount of such Prepaid Closing Date Term Loans held by the Prepaid Closing Date
2025 Incremental Term Loan Lender set forth on Schedule 2.01B attached hereto under the heading
"2025 Incremental Term Loan Commitments" severally, but not jointly, agrees to make to the Borrower, on the
Amendment No. 2 Effective Date, 2025 Incremental Term Loans denominated in Dollars in an aggregate principal amount not to
exceed the amount set forth opposite such 2025 Increment Term Loan Lender's name on Schedule 2.01B attached
hereto (the commitment to fund such amount, the "2025 Incremental Term Loan Commitment" of such
2025 Incremental Term Loan Lender) on the Amendment No. 2 Effective Date. Except as otherwise expressly set forth herein, the
2025 Incremental Term Loans shall have terms that are identical to
those of the Closing Date Term
Loans existing immediately prior to the Amendment No.2 Effective Date after giving effect to this Agreement, and, after giving
effect to this Agreement, the 2025 Incremental Term Loans shall be considered the same Class as, and be fungible for U.S. federal
income tax purposes with, the Closing Date Term Loans and be considered "Term Loans" under the Amended Credit Agreement.
For the avoidance of doubt, the 2025 Incremental Term Loans shall be secured by Liens on the same assets and property securing
the Closing Date Term Loans, which Liens shall rank pari passu with the Liens thereon securing the Closing Date Term Loans, and
shall be guaranteed by the same Persons that guarantee the Closing Date Term Loans; and
anything to the contrary contained in the Existing Credit Agreement or any other Loan Document, the Administrative Agent and
the Existing Lenders hereby waive any notices required under Section 2.05(1)(a) of the Existing Credit Agreement in
connection with the Amendment No. 2 Refinancing or under Section 2.14(1) of the Existing Credit Agreement in
connection with the establishment of the 2025 Incremental Term Loan Facility.
of Agreement; Amendments to the Existing Credit Agreement. Effective as of the Amendment No. 2 Effective Date and after
giving effect to the Amendment No. 2 Refinancing, the Existing Credit Agreement shall be amended to delete the bold, red
stricken text (indicated textually in the same manner as the following examples: stricken
text or stricken text) and to add the bold, blue
double-underlined text (indicated textually in the same manner as the following examples: double-underlined
text or underlined text) as set forth in the Amended Credit
Agreement attached as Exhibit A hereto.
and Warranties. To induce the other parties hereto to enter into this Agreement, each of the Loan Parties represents and
warrants to each of the Lenders party hereto and the Administrative Agent that, before and after giving effect to this
Amendment No. 2 and the Amendment No. 2 Transactions:
Qualification and Power; Compliance with Laws. Each Loan Party and each of its respective Material Subsidiaries (i) is a
Person duly incorporated, formed or organized, validly existing and in good standing (to the extent such concept
exists) under the Laws of the jurisdiction of its incorporation, formation or organization, (ii) has all corporate or other
organizational power and authority to (x) own or lease its assets and carry on its business as currently conducted and (y) in
the case of the Loan Parties, execute, deliver and perform under this Agreement, (iii) is duly qualified and in good standing
(to the extent such concept exists) under the Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business as currently conducted requires such qualification, (iv) is in compliance with all applicable
Laws, orders, writs, injunctions and orders, and (v) has all requisite governmental licenses, authorizations, consents and