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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT , dated as of

Key Takeaway: NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 21, 2026 (this "Amendment"), is made by and among RBP Global Holdings Limited, a limited company organized under the laws of England and Wales (the "Issuer"), Piper Sandler Finance LLC

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NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 21, 2026 (this "Amendment"), is made by
and among RBP Global Holdings Limited, a limited company organized under the laws of England and Wales (the "Issuer"), Piper Sandler Finance LLC in its capacities as an administrative agent and collateral agent for the Holders as
defined in the Note Purchase Agreement referred to below (in such capacities, the "Agent"), and the Holders party hereto constituting the Required Holders.
is party to that certain Note Purchase Agreement, dated as of November 4, 2024 (as affected by that certain Limited Consent No. 1 to Note Purchase Agreement, dated as of September 24, 2025 (the "Limited Consent"),
and as the same may be further amended, restated, amended and restated, supplemented, consented to or otherwise modified from time to time, the "Note Purchase Agreement"), by and among itself, Indivior Global Holdings Limited, a
limited company organized under the laws of England and Wales ("Holdings"), the other Persons from time to time party thereto as Note Parties, the Agent, and the Purchasers identified on Schedule 1.01(a) thereto.
B. Pursuant to the Limited Consent, the Agent and the Required Holders consented to the Specified Change of Control (as defined therein)
whereby (i) Indivior Pharmaceuticals, Inc., a Delaware corporation ("TopCo"), will become the ultimate parent company of Indivior PLC, a public company limited by shares incorporated under the laws of England and Wales
("Indivior UK") and its subsidiaries pursuant to a court-approved scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement") as part of Indivior UK's previously
announced intention to change its corporate domicile to the United States (the "U.S. Domestication"), (ii) pursuant to the Scheme of Arrangement, each ordinary share in the capital of Indivior UK will be cancelled in exchange for
one share of common stock, par value $0.001 per share, of Indivior U.S., and (iii) after the close of market trading on January 23, 2026, the Scheme of Arrangement will become effective and binding on all shareholders of Indivior UK, and
Indivior UK became a wholly-owned subsidiary of Indivior U.S., thereby completing the U.S. Domestication (the "U.S. Domestication Effective Date").
C. In connection with the transactions referenced in Paragraph B above, the Issuer has requested that the Note Purchase Agreement be
amended to, among other things, (i) reflect that financial statements, the financial position, the results of operation, cash flows and other financial matters will be reported at TopCo and its Subsidiaries and (ii) make certain other
changes to the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used but
not otherwise defined herein have the respective meanings given to them in the Amended Note Purchase Agreement (defined herein).
2. Amendments to Note Purchase Agreement.
(a) Conformed Note Purchase Agreement. Subject to the satisfaction or waiver of the conditions set forth in
Section 3 hereof, on the First Amendment Effective Date (as defined below), the Note Purchase Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, double-underlined text (indicated textually in the same manner as the following
example: double-underlined text) as set forth in the conformed copy of the Note Purchase Agreement attached hereto as
Exhibit A (the Note Purchase Agreement, as amended, the "Amended Note Purchase Agreement").
Compliance Certificate. Exhibit C (Form of Compliance Certificate) of the Note Purchase Agreement is hereby replaced in its entirety with Exhibit B attached hereto. From and after the First Amendment Effective Date, all references in
the Note Documents to the Compliance Certificate shall be deemed to refer to Exhibit B attached hereto
Effectiveness. This Amendment shall become effective (x) on and as of the date on which the conditions set forth below have been satisfied or waived by the Required Holders (the "First Amendment Effective Date"):
(a) the Agent shall have received counterparts of the Amendment duly executed by the Issuer, the Required Holders and the Agent;
(b) The representations and warranties contained in Section 4 hereof shall be true and correct;
(c) the U.S. Domestication Effective Date shall have occurred;
(d) no Default or Event of Default shall have occurred or be continuing;
(e) the Agent and the Required Holders shall have received payment of all fees and expenses (including legal fees) to the extent invoiced at
least one (1) Business Day prior to the First Amendment Effective Date; and
(f) the Agent and the Required Holders shall have
received, within a reasonable period of time prior to the First Amendment Effective Date, all documentation and other information with respect to the Issuer required under applicable "know your customer", "beneficial
ownership" and anti-money laundering rules and regulations, including the USA Patriot Act, that has been reasonably requested by the Agent in writing within a reasonable period of time prior to the First Amendment Effective Date.
4. Representations and Warranties. In order to induce the Agent and the Required Holders to enter into this Amendment, the Issuer
hereby represents and warrants to the Agent and the Required Holders as follows: (a) the representations and warranties of the Note Parties contained in this Amendment, the Amended Note Purchase Agreement and in the other Note Documents are
true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and
correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, (b) the execution, delivery and performance of this Amendment
is within the Issuer's organizational power, have been duly authorized by all necessary organizational action and this Amendment constitutes a legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject
to the Legal Reservations and (c) as of the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
5. Reaffirmation of Note Documents. Except as hereby specifically amended, modified or supplemented, the Note Purchase Agreement and
all other Note Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms. Each Note Party hereby ratifies and reaffirms the grant of security interests and liens
and guarantees by the Note Parties under the Note Documents. The validity and enforceability of the appointment of the Agent as proxy and attorney-in-fact under the Note
Documents is ratified and reaffirmed as of the date hereof, and each Note Party reappoints the Agent as its proxy and attorney-in-fact in accordance with the terms of
the applicable Note Documents, which appointment is IRREVOCABLE and coupled with an interest until the payment in full of the Obligations, for the purpose of carrying out the provisions of the Note Documents, as applicable.
6. Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall constitute the entire agreement among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by email as a
".pdf" or ".tif" attachment shall be effective as delivery of a manually executed counterpart of this Amendment. The words "execution," "execute," "signed," "signature," and
words of like import in or related to this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record-keeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that,
notwithstanding anything contained herein to the contrary, the Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it.
7. Severability. To the extent permitted by law, any provision of this Amendment held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
8. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AMENDMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
10. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect
the construction of, or be taken into consideration in interpreting, this Amendment. This Amendment shall be a Note Document.
References. From and after the First Amendment Effective Date, each reference in the Note Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, and
each reference to the "Note Purchase Agreement" " "thereunder," "thereof," "therein" or words of like import in any other Note Document, shall mean and be a reference to the Amended Note Purchase
12. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Issuer and the Agent
and their respective successors and assignees.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first written above.
ISSUER:
RBP GLOBAL HOLDINGS LIMITED
By: /s/ Jerry Barbato
Name: Jerry Barbato
Title: Director
[Signatures Continue on Next Page]
[Signature Page to First
Amendment to Note Purchase Agreement]
AGENT:
PIPER SANDLER FINANCE LLC, as Agent
By: /s/ James D. Chiraelli
Name: James D. Chiraelli
Title: Chief Operating Officer
[Signatures Continue on Next Page]
[Signature Page to First
Amendment to Note Purchase Agreement]
REQUIRED HOLDERS:
BRICKYARD DIRECT (SLF) HOLDINGS A, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
BRICKYARD DIRECT LENDING FUND (SLF), L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
CACTUS DIRECT HOLDINGS, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
CACTUS DIRECT LENDING FUND, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
[Signature Page to First
Amendment to Note Purchase Agreement]
CST SPECIALTY HOLDINGS, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
CST SPECIALTY LOAN FUND, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HALITE 2024 DIRECT (JERSEY) LIMITED
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HOUSTON CASUALTY COMPANY
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
[Signature Page to First
Amendment to Note Purchase Agreement]
HPS BLACK KNIGHT 1922 SPECIALTY LOAN FUND, LLC
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HPS CORPORATE CAPITAL SOLUTIONS FUND
By: HPS Advisors, LLC, its Investment Advisor
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HPS CX-2 SPECIALTY LOAN FUNDING CLO I, LTD.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HPS GARDEN PRIVATE CREDIT FUND, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
[Signature Page to First
Amendment to Note Purchase Agreement]
HPS OCOEE SPECIALTY LOAN FUND, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HPS SPECIALTY LOAN FUND TX, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HPS SPECIALTY LOAN FUND VI, SCSp
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
HPS SPECIALTY LOAN FUND VI-L, SCSp
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
[Signature Page to First
Amendment to Note Purchase Agreement]
HUDSON KETTLE CLO 2025, LLC
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
MORENO STREET DIRECT LENDING FUND, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
PALISADES CLO, LLC
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
PHILADELPHIA INDEMNITY INSURANCE COMPANY
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
[Signature Page to First
Amendment to Note Purchase Agreement]
PRESIDIO LOAN FUND, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
PRESIDIO LOAN HOLDINGS, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
RED CEDAR FUND 2016, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
RED CEDAR HOLDINGS B, L.P.
By: HPS Investment Partners, LLC, its Investment Manager
By: /s/ Aman Malik
Name: Aman Malik
Title: Managing Director
[Signature Page to First
Last updated: Jan 21, 2026