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Execution Version AMENDMENT NO. 6 TO CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 6 TO CREDIT AND SECURITY AGREEMENT (this Agreement ) is made as of this 1st day of March, 2021, by and among MANNKIND CORPORATION , a

Key Takeaway: AMENDMENT NO. 6 TO CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 6 TO CREDIT AND SECURITY AGREEMENT (this Agreement ) is made as of this 1st day of March, 2021, by and among MANNKIND CORPORATION, a Delaware corporation ( MannKind ), MANNKIND LLC, a Delaware limited liability

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AMENDMENT NO. 6 TO CREDIT AND SECURITY AGREEMENT
This AMENDMENT NO. 6 TO CREDIT AND SECURITY AGREEMENT (this Agreement ) is made as of this 1st day of March, 2021, by and among MANNKIND
CORPORATION, a Delaware corporation ( MannKind ), MANNKIND LLC, a Delaware limited liability company ( MannKind LLC ), QRUMPHARMA, INC., a Delaware corporation ( QP ,
and, QP, together with MannKind and MannKind LLC, each a Borrower and collectively, the Borrowers ), MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns,
Agent ) and the financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
Lenders and Borrowers have entered into that certain Credit and Security Agreement, dated as of August 6, 2019 (as amended by that certain Amendment No. 1 to Credit and Security Agreement, dated as of December 18, 2019, that certain
Amendment No. 2 to Credit and Security Agreement, dated as of August 21, 2020, that certain Amendment No. 3 to Credit and Security Agreement, dated as of November 30, 2020, that certain Amendment No. 4 to Credit and Security
Agreement, dated as of December 7, 2020 and that certain Omnibus Joinder and Amendment No. 5 to Credit and Security Agreement and Amendment No. 1 to Pledge Agreement, dated as of December 29, 2020, and as further amended,
supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement and, as the same is amended hereby and as it may be further amended, modified, supplemented and restated from time to
time, the Credit Agreement ), pursuant to which the Lenders have agreed to make certain advances of money and to extend certain financial accommodations to the Borrowers in the amounts and manner set forth in the Credit Agreement.
B. Borrowers have requested, and Agent and Lenders have agreed, on and subject to the terms and conditions set forth in this Agreement,
the Credit Agreement and the other Financing Documents, to amend certain provisions of the Existing Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrower hereby agree as follows:
Recitals. This Agreement shall constitute a Financing Document and the Recitals and each reference to the Credit Agreement, unless otherwise expressly noted, will be deemed to reference the Credit Agreement as amended hereby. The
Recitals set forth above shall be construed as part of this Agreement as if set forth fully in the body of this Agreement and capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement
(including those capitalized terms used in the Recitals hereto).
2. Amendments to Existing Credit Agreement. Subject to the
terms and conditions of this Agreement, including, without limitation, the conditions to effectiveness set forth in Section 5 below, the Existing Credit Agreement is hereby amended as follows:
(a) Section 7.1(d) of the Existing Credit Agreement is hereby amended to add the parenthetical (including payments of interest and
other payments permitted under Section 7.9(b) in respect of the Permitted Additional Convertible Notes) after the word Business .
(b) Section 7.4(b) of the Existing Credit Agreement is hereby amended by adding the following proviso:
; provided that payments of interest on Permitted Additional Convertible Notes and
other payments in respect of the Permitted Additional Convertible Notes permitted pursuant to Section 7.9(b) are permitted.
Section 7.9(b) of the Existing Credit Agreement is hereby amended by:
(i) Replacing the words Closing Date
Convertible Note Documents in the lead-in sentence thereto with the words Convertible Note Documents ;
(ii) Replacing the words Closing Date Convertible Notes in the proviso to clause (i) thereof with the words
Convertible Notes ; and
(iii) Adding the following new clauses (iv) and (v):
(iv) payments of regularly scheduled interest (including additional interest) on the Permitted Additional Convertible Notes; and
(v) exchanges of common equity interests of MannKind (other than Disqualified Stock), together with cash in lieu of fractional shares and/or
cash in respect of accrued and unpaid interest, in exchange for Permitted Additional Convertible Notes).
Section 7.9(g)(iii) of the Existing Credit Agreement is hereby amended by replacing the words Closing Date Convertible Note Document in the lead-in sentence thereto with the words
Convertible Note Document .
(e) Section 10.1(e)(iii) is hereby amended by replacing the words (i) Closing Date
Convertible Note Document with the words Convertible Note Document and (ii) Closing Date Convertible Note Obligations with the words Convertible Note Obligations (other than a conversion permitted pursuant to
(f) Clause (d) of the definition of Change in Control in Section 15 of the
Existing Credit Agreement is hereby amended by Closing Date Convertible Note Documents with the words Convertible Note Documents .
(g) The definition of Permitted Indebtedness in Section 15 of the Existing Credit Agreement is hereby amended by adding
the following new clause (u):
(u) the Permitted Additional Convertible Note Obligations .
(h) Section 15 of the Existing Credit Agreement is hereby amended by adding the following new defined terms in the appropriate
Convertible Notes means, collectively, the Closing Date Convertible Notes and Permitted
Additional Convertible Notes.
Convertible Note Documents means, collectively, the Closing Date Convertible
Note Documents and Permitted Additional Convertible Note Documents.
Convertible Note Obligations means,
collectively, the unsecured obligations, liabilities and Indebtedness owing by Borrower under the Closing Date Convertible Note Documents and Permitted Additional Convertible Note Documents.
Permitted Additional Convertible Notes means any unsecured notes
issued by MannKind convertible at the option of the holders thereof into cash, shares of MannKind s common stock or any combination thereof, at MannKind s election; provided that (a) the stated final maturity thereof shall be no
earlier than four and one-half (4.5) years after the issuance of such note, (b) such notes shall not be required to be repaid, prepaid, redeemed, repurchased, cash-converted or defeased, whether on one or
more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof prior to the four and one-half (4.5) year anniversary of the issuance of such note (in each case, other than
(i) the making of regularly scheduled cash interest payments (including additional interest) permitted by Section 7.9(b)(iv), (ii) payments of reasonable and customary fees and expenses incurred in connection therewith as and when such
fees and expenses are due, (iii) the conversion of such notes into common stock of MannKind (and not, for the avoidance of doubt, any settlement, payment or conversion into cash), plus cash in lieu of any fractional share of common stock, and
(iv) events of default and obligations to repurchase such notes upon a change in control , fundamental change or similar events, (c) the terms, conditions, fees, covenants, and settlement mechanics of such notes
shall be such as are typical and customary for notes of such type (as determined by MannKind in good faith), (d) no Credit Party or Subsidiary (other than MannKind) shall be obligated under such notes, (e) the obligations of all Persons in
respect of such notes and any related documents shall be fully unsecured, (f) the rate of interest payable in cash in respect of such notes shall not exceed five and one-half percent (5.50%) per annum,
(g) immediately before and after giving pro forma effect to the incurrence of such notes and any concurrent use of proceeds thereof, no Event of Default shall have occurred and be continuing and (h) to the extent such notes include a
cross-event of default (other than any cross-payment event of default or cross-acceleration event of default) provision contained therein that relates to indebtedness of any Borrower (such indebtedness, a Cross-Default Reference
Obligation ), contains a cure period of at least fifteen (15) calendar days before an event of default or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default
Permitted Additional Convertible Note Documents means (i) the Permitted Additional
Convertible Notes and (ii) all other indentures, agreements and instruments entered into in connection with the foregoing, as the same may be amended, modified, supplemented, replaced or refinanced from time to time in accordance with the terms
Permitted Additional Convertible Note Obligations means the unsecured obligations,
liabilities and Indebtedness owing by Borrower under the Permitted Additional Convertible Note Documents.
and Warranties; Reaffirmation of Security Interest. Each Borrower hereby (a) confirms that all of the representations and warranties set forth in the Credit Agreement are true and correct in all material respects (without
duplication of any materiality qualifier in the text of such representation or warranty) with respect to such Borrower as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such
representation or warranty shall be true and correct as of such earlier date, and (b) covenants to perform its respective obligations under the Credit Agreement. Each Borrower confirms and agrees that all security interests and Liens granted to
Agent continue in full force and effect, and all Collateral remains free and clear of any Liens, other than Permitted Liens. Nothing herein is intended to impair or limit the validity, priority or extent of Agent s security interests in and
Liens on the Collateral. Each Borrower acknowledges and agrees that the Credit Agreement, the other Financing Documents and this Agreement constitute the legal, valid and binding obligation of such Borrower, and are enforceable against such Borrower
in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors rights generally and by general equitable principles.
4. Costs and Fees. Borrowers shall be responsible for the payment of
all reasonable and documented out-of-pocket costs and fees of Agent s counsel incurred in connection with the preparation of this Agreement and any related
5. Conditions to Effectiveness. This Agreement shall become effective as of the date on which each of the
following conditions has been satisfied, as determined by Agent in its sole discretion:
(a) Agent shall have received (including by way of
facsimile or other electronic transmission) a duly authorized, executed and delivered counterpart of the signature page to this Amendment from each Borrower, Agent and the Lenders;
(b) all representations and warranties of Borrower contained herein shall be true and correct in all material respects (without duplication of
any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and
correct as of such earlier date (and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof);
(c) prior to and after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing
(d) Agent shall have received such other documents, information, certificates, and information as Agent may reasonably
request in connection with this Agreement.
6. Release. In consideration of the agreements of Agent and Lenders contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and
all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of its respective current and former directors, officers, shareholders, agents, and employees, and each of its respective
predecessors, successors, heirs, and assigns (individually and collectively, the Releasing Parties ) does hereby fully and completely release, acquit and forever discharge each of Agent, Lenders, and each their respective parents,
subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the Released Parties ), of and
from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested
or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on facts, whether or not now known, existing
on or before the date hereof, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any
aspect of the dealings or relationships between or among any Borrower, on the one hand, and any or all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause
(i) hereof, in each case, based in whole or in part on facts, whether or not now known, existing before the First Amendment Effective Date. Borrower acknowledges that the foregoing release is a material inducement to Agent s and each
Lender s decision to enter into this Agreement and agree to the modifications contemplated hereunder, and has been relied upon by Agent and Lenders in connection therewith.
7. No Waiver or Novation. The execution, delivery and effectiveness of
this Agreement shall not, except as expressly provided in this Agreement, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement, the Financing Documents or any other documents,
instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of (a) any existing Defaults or Events of Default under the Credit Agreement or the other
Financing Documents or any of Agent s rights and remedies in respect of such Defaults or Events of Default. Except as expressly provided herein, nothing in this Agreement shall be construed as an amendment to or waiver of any condition
precedent to any funding of Credit Extensions by the Lenders under the Credit Agreement, including those conditions set forth in Section 3.2 of the Credit Agreement. This Agreement (together with any other document executed in connection
herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.
Last updated: Mar 5, 2021