Financial Data and Key Metrics - Total revenues for Q3 2024 were $294 million, a 9% year-over-year improvement, at the upper end of the guidance range [19] - Adjusted EBITDA for Q3 2024 was $105 million, or 36% of revenues, an improvement of $85 million versus the prior year [19] - Year-to-date revenue was $849 million, up 10% versus the prior year, driven by U.S. government and international medical countermeasures [24] - Year-to-date adjusted EBITDA was $162 million, an improvement of $188 million versus the prior year [24] - Net debt was reduced to $551 million, a $206 million reduction since the beginning of 2024 [17] Business Line Performance - NARCAN sales were $95 million in Q3 2024, with year-to-date volumes up 7% [18][20] - Anthrax MCM sales were $11 million, a decrease versus the prior year due to timing of deliveries [21] - Smallpox MCM sales were $133 million, including deliveries of ACAM2000 and VIGIV contract options to the U.S. government [21] - Other product sales, including BAT, were $30 million, and Bioservices revenues were $14 million [21] Market Performance - NARCAN volumes increased year-to-date, driven by strong demand in the U.S. public interest channel and expanded categories like business and retail channels [11][31] - The company received FDA approval for ACAM2000 to include the mpox expanded indication, strengthening its smallpox portfolio [11][36] - The company secured over $500 million in medical countermeasure contract modifications for Anthrax MCM, Smallpox MCM, and BAT [18] Strategic Direction and Industry Competition - The company is transitioning from the stabilization phase to the turnaround phase of its multi-year plan, focusing on operational improvements and profitable growth [7][8] - The company is strategically focusing on international expansion and line extensions of current products, such as NARCAN, to drive future growth [39] - The company is leveraging its unique position in medical countermeasures to engage with U.S. and international governments, responding to public health threats like mpox and Ebola [35][37] Management Commentary on Operating Environment and Future Outlook - Management expressed confidence in the bipartisan support for the company's mission to combat public health threats like opioid overdoses and biodefense [13] - The company raised its 2024 revenue and adjusted EBITDA guidance, reflecting strong performance and improved financial stability [9][25] - Management highlighted the importance of maintaining competitive pricing for NARCAN while leveraging its brand and distribution capabilities to sustain market leadership [57][58] Other Important Information - The company successfully refinanced its debt, closing a $250 million term loan with Oak Hill Advisors and a $100 million asset-backed revolving credit facility with Wells Fargo [10][16] - The company resolved legacy compliance and legal matters, including a $50 million settlement with Janssen Pharmaceuticals [15] - The company appointed Dr. Simon Lowry as Head of R&D and Chief Medical Officer, and promoted Jessica Perl to General Counsel and Corporate Secretary [12] Q&A Session Summary Question: Long-term gross margin outlook for NARCAN - The company expects NARCAN gross margins to stabilize around the current level of 50%, with ongoing efforts to improve cost of goods sold [45] Question: New growth opportunities and asset acquisitions - The company is focused on both internal growth opportunities, such as NARCAN line extensions and geographic expansion, and external business development deals that align with its capabilities [47][51] Question: Factors impacting NARCAN guidance and competitive dynamics - NARCAN guidance was adjusted due to competitive pricing pressures and discontinued RX NARCAN sales, but volumes remain strong with 7% year-to-date growth [55][59] - Pricing in the NARCAN market has stabilized, with the majority of sales still coming from the public interest market [61][63] Question: Smallpox contract deliveries and future revenue recognition - A significant portion of the $400 million Smallpox contract will be recognized in 2025, with some revenue expected in Q4 2024 [65] Question: Asset sales and future site utilization - The company is evaluating further asset sales and site utilization, with a focus on reducing operating expenses while maintaining manufacturing capabilities [70][72] Question: Long-term EBITDA potential - The company has significantly reduced operating expenses and streamlined its site network, positioning itself for improved profitability, though specific 2025 guidance was not provided [74][75]

Emergent Biosolutions (EBS) came out with quarterly earnings of $1.37 per share, beating the Zacks Consensus Estimate of $0.49 per share. This compares to loss of $1.44 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 179.59%. A quarter ago, it was expected that this biopharmaceutical company would post a loss of $0.97 per share when it actually produced a loss of $2.32, delivering a surprise of -139.18%.Over the last four quar ...

| --- | --- | |----------------------------|-------| | | | | | | | | | | | | | Q3 2024 | | | Financial | | | Results | | | Update | | | November 6, 2024 | | | | | | | | | | | | Proprietary & Confidential | | PROPRIETARY AND CONFIDENTIAL Q3 2024 Update Introduction INTRODUCTION Safe Harbor Statement/Trademarks This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including sta ...

Part I. Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents the company's financial position and performance, showing a shift to net income in Q3 2024 and improved cash flow [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$1.48 billion**, liabilities to **$969.4 million**, and equity to **$508.4 million** as of September 30, 2024 Condensed Consolidated Balance Sheet Highlights (in millions) | Account | Sep 30, 2024 (Unaudited) | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$1,477.8** | **$1,823.2** | | Cash and cash equivalents | $149.9 | $111.7 | | Property, plant and equipment, net | $278.1 | $382.8 | | **Total Liabilities** | **$969.4** | **$1,173.9** | | Debt, current portion | $0.8 | $413.7 | | Debt, net of current portion | $661.8 | $446.5 | | **Total Stockholders' Equity** | **$508.4** | **$649.3** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2024 net income of **$114.8 million** marks a significant turnaround from a **$263.4 million** loss in Q3 2023 Statement of Operations Summary (in millions, except EPS) | Metric | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$293.8** | **$270.5** | **$848.9** | **$772.7** | | Commercial Product Sales | $95.3 | $142.1 | $333.8 | $386.2 | | MCM Product Sales | $174.2 | $107.7 | $393.0 | $309.2 | | **Income (Loss) from Operations** | **$64.5** | **($242.1)** | **($99.2)** | **($682.6)** | | Goodwill Impairment | $0.0 | $218.2 | $0.0 | $218.2 | | Gain (Loss) on Sale of Business | $64.3 | ($0.7) | $24.3 | $74.2 | | **Net Income (Loss)** | **$114.8** | **($263.4)** | **($159.3)** | **($711.0)** | | **Diluted EPS** | **$2.06** | **($5.08)** | **($3.03)** | **($13.97)** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations turned positive at **$138.6 million** for YTD 2024, a significant improvement from prior year Cash Flow Summary (in millions) | Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $138.6 | ($238.4) | | Net cash provided by investing activities | $96.6 | $223.7 | | Net cash used in financing activities | ($190.5) | ($540.4) | | **Net change in cash, cash equivalents and restricted cash** | **$44.7** | **($554.8)** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Details business segments, accounting policies, and key events including divestitures, debt refinancing, and litigation settlements - The company operates through three reportable segments: **Commercial Products** (NARCAN®), **MCM Products** (Anthrax, Smallpox, etc.), and **Services** (CDMO)[24](index=24&type=chunk)[149](index=149&type=chunk) - The company has alleviated substantial doubt about its ability to continue as a going concern, citing progress on strategic plans[33](index=33&type=chunk)[35](index=35&type=chunk)[257](index=257&type=chunk) - Completed the sale of its RSDL® business for **$75.0 million** cash, recognizing a pre-tax gain of **$60.8 million**[46](index=46&type=chunk) - Completed the sale of its Baltimore-Camden drug product facility for approximately **$35.0 million** cash, recognizing a pre-tax loss of **$36.5 million**[48](index=48&type=chunk)[49](index=49&type=chunk) - Recognized a non-cash impairment charge of **$27.2 million** in Q2 2024 related to planned facility closures[51](index=51&type=chunk)[52](index=52&type=chunk) - Entered into a new **$250.0 million** Term Loan and **$100.0 million** Revolving Credit Agreement, repaying prior facilities[34](index=34&type=chunk)[93](index=93&type=chunk)[99](index=99&type=chunk) - Agreed to settle a shareholder class action lawsuit for **$40.0 million**, with **$30.0 million** from insurance proceeds[139](index=139&type=chunk) - Settled arbitration with Janssen, receiving **$50.0 million** and recognizing it as services revenue[146](index=146&type=chunk)[147](index=147&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=39&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses improved Q3 2024 performance driven by MCM sales, strategic divestitures, and debt refinancing, alleviating going concern doubts [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Q3 2024 total revenues rose **9%** to **$293.8 million**, driven by MCM sales, leading to operating income turnaround Q3 2024 vs Q3 2023 Revenue Performance (in millions) | Revenue Category | Q3 2024 | Q3 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Commercial Product Sales | $95.3 | $142.1 | ($46.8) | (33)% | | MCM Product Sales | $174.2 | $107.7 | $66.5 | 62% | | Services | $14.3 | $14.2 | $0.1 | 1% | | **Total Revenues** | **$293.8** | **$270.5** | **$23.3** | **9%** | YTD 2024 vs YTD 2023 Revenue Performance (in millions) | Revenue Category | YTD 2024 | YTD 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Commercial Product Sales | $333.8 | $386.2 | ($52.4) | (14)% | | MCM Product Sales | $393.0 | $309.2 | $83.8 | 27% | | Services | $97.5 | $57.7 | $39.8 | 69% | | **Total Revenues** | **$848.9** | **$772.7** | **$76.2** | **10%** | - The increase in Services revenue for the nine months ended Sep 30, 2024, was primarily due to the **$50.0 million** arbitration settlement with Janssen[250](index=250&type=chunk) - SG&A expenses decreased **11%** in Q3 2024 due to restructuring initiatives and lower legal fees, partially offset by a settlement charge for stockholder litigation[200](index=200&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=56&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) Financial condition improved with increased cash and working capital, successful debt refinancing, and positive operating cash flow - As of September 30, 2024, the company had **$149.9 million** in unrestricted cash and equivalents and **$100.0 million** available under its new Revolving Credit Agreement[256](index=256&type=chunk)[259](index=259&type=chunk) - Management believes that its sources of liquidity are adequate to fund operations for at least the next twelve months, alleviating prior going concern doubts[257](index=257&type=chunk)[259](index=259&type=chunk) - Cash flow from operating activities improved by **$377.0 million** year-over-year for the nine-month period, driven by better operational results and working capital changes[262](index=262&type=chunk) - Investing activities provided **$96.6 million** in cash, primarily from the sales of the RSDL® business and the Baltimore-Camden facility[263](index=263&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks, primarily from interest rate fluctuations and foreign currency exchange rates - The company has exposure to interest rate risk on its floating-rate debt; a hypothetical **1%** increase in the eurocurrency rate would increase annual interest expense by approximately **$2.5 million**[277](index=277&type=chunk) - The company is exposed to foreign currency exchange rate fluctuations, primarily related to the Euro, Canadian dollar, Swiss franc, and British pound[278](index=278&type=chunk) [Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of September 30, 2024, with no material changes - Based on an evaluation as of September 30, 2024, the CEO and CFO concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level[279](index=279&type=chunk) - No material changes to the internal control over financial reporting occurred during the third quarter of 2024[280](index=280&type=chunk) Part II. Other Information [Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including a **$40.0 million** securities class action settlement - The company refers to Note 15, "Litigation," for information on legal proceedings[281](index=281&type=chunk) - Key legal matters include the settlement of a securities class action lawsuit and ongoing shareholder derivative lawsuits[137](index=137&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) [Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) Key risks include significant indebtedness of **$700.8 million**, restrictive debt covenants, and potential inability to realize divestiture benefits - The company's significant indebtedness of approximately **$700.8 million** could limit its ability to obtain additional financing and place it at a competitive disadvantage[283](index=283&type=chunk) - Debt agreements contain restrictive covenants that limit actions such as incurring more debt, making capital expenditures, and pursuing acquisitions[287](index=287&type=chunk)[289](index=289&type=chunk) - The company may not realize the full expected benefits from the sales of its travel health business, RSDL®, and the Baltimore-Camden facility[297](index=297&type=chunk)[299](index=299&type=chunk) - The company is ineligible to file a new Registration Statement on Form S-3 until 2025, which may inhibit its ability to access capital markets[294](index=294&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued unregistered warrants and common stock to lenders in connection with its new Term Loan Agreement - On August 30, 2024, the company sold Warrants to purchase **2.5 million** shares of common stock to its term loan lenders[301](index=301&type=chunk) - On September 17, 2024, the company issued **1,113,338** shares of common stock to its term loan lenders at approximately **$8.98** per share[302](index=302&type=chunk) [Other Information](index=64&type=section&id=Item%205.%20Other%20Information) No directors or Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements in Q3 2024 - No directors or Section 16 officers adopted or terminated a Rule 10b5-1 trading plan in Q3 2024[304](index=304&type=chunk)

PANTHER to conduct clinical trial under the leadership of Africa Centres for Disease Control and Prevention GAITHERSBURG, Md., Nov. 06, 2024 (GLOBE NEWSWIRE) -- Emergent BioSolutions Inc. (NYSE: EBS) today announced that brincidofovir (brand name TEMBEXA®) will be included in a clinical trial conducted and sponsored by PANTHER, under the leadership of the Africa Centres for Disease Control and Prevention (Africa CDC), as part of the ‘MpOx Study in Africa’ (MOSA). The study will evaluate the safety and effic ...

[Credit Agreement Preamble](index=8&type=section&id=Credit%20Agreement%20Preamble) This section introduces the parties involved in the Credit Agreement and its effective date [Parties to the Agreement](index=8&type=section&id=Parties%20to%20the%20Agreement) This Credit Agreement, dated September 30, 2024, is established between various Emergent BioSolutions entities as **Borrowers** and other **Loan Parties**, with **Wells Fargo Bank, National Association** serving as the **Agent**, Sole Lead Arranger, and Sole Book Runner for a group of **Lenders** - The agreement involves multiple subsidiaries of **Emergent BioSolutions Inc.** (EBS) as co-borrowers, including entities from the US, Canada, and Ireland[6](index=6&type=chunk) - **Wells Fargo Bank, National Association**, holds multiple key roles as **Agent**, Sole Lead Arranger, and Sole Book Runner for the **Lender** group[6](index=6&type=chunk) [SECTION 1. DEFINITIONS AND CONSTRUCTION](index=8&type=section&id=SECTION%201.%20DEFINITIONS%20AND%20CONSTRUCTION) This section defines key terms and outlines rules for interpreting the Credit Agreement [Definitions](index=8&type=section&id=1.1%20Definitions) This section provides comprehensive definitions for all capitalized terms used throughout the Credit Agreement, establishing the specific meaning of financial, legal, and operational terminology. Key definitions include those related to borrowing capacity (**Borrowing Base**, **Availability**), loan types, **collateral**, financial metrics (**Consolidated EBITDA**, **Leverage Ratio**), and **Events of Default** - The **Borrowing Base** is a key determinant of borrowing capacity and is calculated as the sum of the Canadian, Irish, and U.S. **Borrowing Bases**, which are based on specified percentages of eligible accounts and inventory, less any reserves[39](index=39&type=chunk)[40](index=40&type=chunk)[121](index=121&type=chunk)[198](index=198&type=chunk) - An **Event of Default** is defined, with specific triggers outlined in Section 8, which grants the **Lender** Group various rights and remedies[93](index=93&type=chunk) - The **Maturity Date** is the earliest of September 30, 2029, 90 days prior to the maturity of the **Term Loan Indebtedness**, or 90 days prior to the maturity of the **2028 Senior Notes**[134](index=134&type=chunk) - The **Maximum Revolver Amount** is set at **$100 million**, subject to reductions or increases as permitted by the agreement[134](index=134&type=chunk) [Other Construction Terms](index=70&type=section&id=1.2-1.15%20Other%20Construction%20Terms) This subsection outlines the rules for interpreting the agreement, including the treatment of accounting terms (**GAAP**), references to the **Uniform Commercial Code** (**Code**) and Canadian **PPSA**, time references, and specific interpretations for transactions in Quebec and Ireland. It also addresses how **Limited Condition Acquisitions** are handled for covenant testing purposes - All accounting terms are to be construed in accordance with **GAAP**, but the agreement includes a provision to negotiate amendments to offset the effects of any future changes in accounting principles[201](index=201&type=chunk) - For **Limited Condition Acquisitions**, the agreement allows the **Borrower** to elect to test financial covenants and other conditions either at the time of signing the definitive acquisition agreement or at the time of consummation[203](index=203&type=chunk) - The agreement includes specific interpretation clauses for legal terms under the laws of Quebec and Ireland to ensure enforceability and clarity in those jurisdictions[203](index=203&type=chunk)[205](index=205&type=chunk)[207](index=207&type=chunk) [SECTION 2. LOANS AND TERMS OF PAYMENT](index=79&type=section&id=SECTION%202.%20LOANS%20AND%20TERMS%20OF%20PAYMENT) This section details the types of loans, borrowing procedures, payment terms, interest rates, fees, and incremental facility options [Revolving Loans](index=79&type=section&id=2.1%20Revolving%20Loans) This section establishes the revolving credit facility, allowing **Borrowers** to draw loans up to a specified limit. The available amount for borrowing at any time is the lesser of the **Lender's Pro Rata Share** of the **Maximum Revolver Amount** (less **Letters of Credit** and **Swing Loans**) or the **Borrowing Base**. The **Agent** retains the right to establish and adjust reserves against the **Borrowing Base** in its **Permitted Discretion** Revolving Loan Availability | Metric | Limit/Formula | | :--- | :--- | | **Maximum Revolver Amount** | $100 million | | **Borrowing Availability** | Lesser of (A) **Maximum Revolver Amount** or (B) **Borrowing Base**, in each case less outstanding **Letters of Credit** and **Swing Loans** | - The **Agent** has the right, in its **Permitted Discretion**, to establish, increase, or decrease Reserves against the **Borrowing Base** or the **Maximum Revolver Amount**, which can impact borrowing **availability**. **Borrowers** must be notified 3 business days prior to such changes, except during a **Default** or **Event of Default**[210](index=210&type=chunk) [Borrowing Procedures and Settlements](index=80&type=section&id=2.3%20Borrowing%20Procedures%20and%20Settlements) This section details the mechanics for requesting and funding loans. **Borrowers** must submit borrowing requests by specific deadlines depending on the loan type (Base Rate, SOFR, or **Swing Loan**). It also outlines the process for **Swing Loans** (up to **$5 million**), **Protective Advances**, and **Overadvances**, which the **Agent** may make in its discretion. The section establishes a periodic settlement process among the **Lenders** to ensure each holds its **Pro Rata Share** of the outstanding loans - **Swing Loans** up to **$5 million** can be funded on the same business day if requested by 11:00 a.m[211](index=211&type=chunk) - The **Agent** is authorized to make **Protective Advances** to preserve or protect **collateral** and may permit **Overadvances** (where usage exceeds the **Borrowing Base** by up to **10%**) in its discretion[214](index=214&type=chunk) - A settlement process is established for **Lenders** to periodically rebalance their funded portions of the **Revolving Loans** to match their **Pro Rata Share**[216](index=216&type=chunk) [Payments, Reductions of Commitments, and Prepayments](index=87&type=section&id=2.4%20Payments%3B%20Reductions%20of%20Commitments%3B%20Prepayments) This section governs the application of payments, **commitment** reductions, and prepayments. All payments are applied to reduce the **Revolving Loan** balance unless an **Application Event** (such as a **default**) has occurred, in which case payments are applied according to a specified waterfall. **Borrowers** must make mandatory prepayments if the **Revolver Usage** exceeds the **Borrowing Base** or **Maximum Revolver Amount**. **Borrowers** may voluntarily reduce the **Revolver Commitments** in minimum increments of **$5 million** but not below **$50 million** - During an **Application Event** (e.g., **default**), payments and **collateral** proceeds are applied in a specific priority waterfall, starting with **Agent** expenses, then **Protective Advances**, fees, interest, and principal[229](index=229&type=chunk)[230](index=230&type=chunk) - A mandatory prepayment is required within one business day if **Revolver Usage** exceeds the lesser of the **Borrowing Base** or the **Maximum Revolver Amount**[235](index=235&type=chunk) - **Borrowers** can voluntarily reduce the total **Revolver Commitments** with three business days' notice, in minimum increments of **$5 million**, but the total **commitment** cannot be reduced below **$50 million**[234](index=234&type=chunk) [Interest Rates and Letter of Credit Fee](index=91&type=section&id=2.6%20Interest%20Rates%20and%20Letter%20of%20Credit%20Fee) This section defines the interest rates for loans and fees for **letters of credit**. Loans can bear interest at either a Base Rate plus a margin or an Adjusted Term SOFR plus a margin. The **Applicable Margin** is determined quarterly based on the company's **Leverage Ratio**. A **default** interest rate, **2%** above the otherwise applicable rate, is applied upon an **Event of Default** Applicable Margin for Revolving Loans | Level | Leverage Ratio | Base Rate Margin | SOFR Margin | | :--- | :--- | :--- | :--- | | I | < **4.00 to 1.00** | **0.75%** | **1.75%** | | II | >= **4.00 to 1.00** | **1.25%** | **2.25%** | - From the Closing Date through September 30, 2025, the **Applicable Margin** is fixed at Level II (Base Rate + **1.25%**, SOFR + **2.25%**)[17](index=17&type=chunk) - Upon an **Event of Default**, all **Obligations** may bear interest at a **default** rate of **2%** above the otherwise applicable rate[239](index=239&type=chunk) [Fees](index=94&type=section&id=2.10%20Fees) This section outlines the various fees payable by the **Borrowers**. This includes an **Unused Line Fee**, calculated based on the average daily unused portion of the **Revolver Commitments**, and fees for field examinations and appraisals conducted by the **Agent** Applicable Unused Line Fee Percentage | Level | Average Revolver Usage | Applicable Unused Line Fee Percentage | | :--- | :--- | :--- | | I | < **50%** of **Maximum Revolver Amount** | [***]% (through first anniversary), [***]% (thereafter) | | II | > **50%** of **Maximum Revolver Amount** | [***]% | - **Borrowers** are required to pay fees for field examinations and appraisals performed by or on behalf of the **Agent**[250](index=250&type=chunk) [Letters of Credit](index=95&type=section&id=2.11%20Letters%20of%20Credit) This section permits the issuance of standby and commercial **Letters of Credit** (**LCs**) for the **Borrowers'** account, subject to a sublimit. The total **LC** usage cannot exceed the **Letter of Credit Sublimit** or cause total **revolver usage** to exceed borrowing **availability**. The section details the issuance process, reimbursement **Obligations**, fees, and indemnification provisions related to **LCs**. In case of an **Event of Default**, **Borrowers** may be required to **cash collateralize** the outstanding **LC** usage - The facility includes a **Letter of Credit Sublimit** of **$10 million**[129](index=129&type=chunk)[253](index=253&type=chunk) - If the **Issuing Bank** makes a payment under an **LC**, the disbursement is immediately deemed a **Revolving Loan** if not reimbursed by the **Borrower** on the same day[256](index=256&type=chunk) - Upon an **Event of Default** or if **availability** is less than zero, **Borrowers** may be required to provide **cash collateral** equal to **105%** of the outstanding **Letter of Credit Usage**[271](index=271&type=chunk) [Incremental Facilities](index=107&type=section&id=2.14%20Incremental%20Facilities) This section provides the **Borrowers** with the option to increase the **Revolver Commitments** and the **Maximum Revolver Amount**, subject to certain conditions. The total increase is limited by the **Available Increase Amount**, and the total facility cannot exceed **$125 million**. Any increase requires the consent of the **Agent** and the **commitment** of existing or new **lenders** - The **Revolver Commitments** can be increased by an aggregate amount up to the **Available Increase Amount** of **$25 million**[23](index=23&type=chunk)[290](index=290&type=chunk) - The total **Maximum Revolver Amount** after any increase cannot exceed **$125 million**[290](index=290&type=chunk) - Each increase must be at least **$10 million** and is subject to conditions, including no existing **Default** or **Event of Default** and obtaining **commitments** from **lenders**[291](index=291&type=chunk) [Joint and Several Liability of Borrowers](index=109&type=section&id=2.15%20Joint%20and%20Several%20Liability%20of%20Borrowers) This section establishes that all entities defined as **Borrowers** are **jointly and severally liable** for all **Obligations** under the agreement. Each **Borrower** accepts **liability** as a co-debtor, not merely as a surety, meaning the **Lender** Group can seek full repayment from any single **Borrower**, irrespective of which **Borrower** incurred the debt. **Borrowers** waive numerous suretyship defenses - Each **Borrower** irrevocably and unconditionally accepts **joint and several liability** with the other **Borrowers** for the payment and performance of all **Obligations**[295](index=295&type=chunk) - The **Obligations** are full recourse against each **Borrower** to the full extent of its properties and assets[296](index=296&type=chunk) [SECTION 3. CONDITIONS; TERM OF AGREEMENT](index=112&type=section&id=SECTION%203.%20CONDITIONS%3B%20TERM%20OF%20AGREEMENT) This section specifies the conditions for credit extensions and the overall term and termination provisions of the agreement [Conditions Precedent and Subsequent](index=112&type=section&id=3.1%2C%203.2%20%26%203.6%20Conditions%20Precedent%20and%20Subsequent) This section outlines the conditions that must be met before the initial and any subsequent extensions of credit. The initial funding is subject to the satisfaction of conditions listed in Schedule 3.1. All subsequent credit extensions require that representations and warranties be true and correct and that no **Default** or **Event of Default** exists. The agreement also specifies certain conditions subsequent in Schedule 3.6 that must be fulfilled after the closing date to maintain credit **availability** - The initial extension of credit is contingent upon fulfilling the conditions precedent detailed in Schedule 3.1[305](index=305&type=chunk) - For all subsequent borrowings, representations and warranties must be accurate, and no **Default** or **Event of Default** can be ongoing[305](index=305&type=chunk) - The agreement includes post-closing **Obligations** (conditions subsequent) listed in Schedule 3.6, which must be completed by specified deadlines to avoid an **Event of Default**[310](index=310&type=chunk) [Term and Termination](index=112&type=section&id=3.3%2C%203.4%20%26%203.5%20Term%20and%20Termination) This section defines the term of the agreement, which extends to the **Maturity Date** unless terminated earlier. On the **Maturity Date**, all **commitments** terminate and all **Obligations** become immediately due and payable. **Borrowers** have the option to terminate the agreement early by repaying all **Obligations** in full, subject to a ten-business-day prior written notice - The **commitments** under the agreement continue until the **Maturity Date**, unless terminated earlier[306](index=306&type=chunk) - Upon maturity, all **Obligations** become due, and **Agent's liens** remain in effect until all **Obligations** are paid in full[307](index=307&type=chunk) - **Borrowers** may terminate the agreement early by providing ten business days' notice and repaying all **Obligations** in full[308](index=308&type=chunk) [SECTION 4. REPRESENTATIONS AND WARRANTIES](index=113&type=section&id=SECTION%204.%20REPRESENTATIONS%20AND%20WARRANTIES) This section outlines the factual assurances made by the **Loan Parties** regarding their corporate status, financial condition, and legal compliance [Corporate Status, Authority, and Assets](index=113&type=section&id=4.1-4.5%20Corporate%20Status%20and%20Authority) The **Loan Parties** represent and warrant their due organization, valid existence, and authority to enter into the loan documents. They confirm that the execution of the agreement does not conflict with any laws or material contracts and that all necessary governmental consents have been obtained. The **Loan Parties** also affirm they have good title to their assets, which are subject only to **Permitted Liens**, and that the **Agent's liens** are valid, perfected, and have first priority, subject to certain permitted exceptions - Each **Loan Party** is duly organized and has the authority to enter into and perform its **Obligations** under the **Loan Documents**[311](index=311&type=chunk)[316](index=316&type=chunk) - The execution and performance of the **Loan Documents** will not violate any material laws, governing documents, or **material contracts**[317](index=317&type=chunk) - **Agent's Liens** are represented as valid, perfected, and first-priority, subject only to **Permitted Liens** and the **ABL/Term Loan Intercreditor Agreement**[319](index=319&type=chunk) [Financial Condition, Legal Compliance, and Employee Benefits](index=115&type=section&id=4.6-4.11%20Financial%20Condition%20and%20Compliance) The **Loan Parties** represent that there is no litigation that could have a **Material Adverse Effect** and that they are in compliance with all applicable laws, including specific regulations from the FDA. Financial statements provided are affirmed to be accurate and fairly present the company's financial condition, with no **Material Adverse Effect** having occurred since the last audited statement. The company also confirms its solvency and compliance with **ERISA** and other employee benefit plan regulations - The company represents that its financial statements were prepared in accordance with **GAAP** and fairly present its financial condition, and no **Material Adverse Effect** has occurred since the date of the Audited Financial Statements[333](index=333&type=chunk)[334](index=334&type=chunk) - The **Loan Parties** and their **subsidiaries** are in compliance in all material respects with applicable laws, including specific FDA regulations regarding product manufacturing, marketing, and distribution[323](index=323&type=chunk)[325](index=325&type=chunk) - The company represents that it is in compliance with **ERISA** and that no **ERISA Event** has occurred that could reasonably be expected to have a **Material Adverse Effect**[336](index=336&type=chunk)[339](index=339&type=chunk) [Other Representations](index=119&type=section&id=4.12-4.27%20Other%20Representations) This subsection covers a range of other critical representations. The **Loan Parties** confirm the completeness and accuracy of all information provided to the **lenders**. They assert compliance with the **Patriot Act**, **OFAC sanctions**, and **anti-corruption laws**. They also represent that they have paid their taxes, are not using loan proceeds for **Margin Stock**, and that their identified **Eligible Accounts** and **Eligible Inventory** meet the specific criteria set forth in the agreement. Representations are also made regarding the status of **Material Contracts** and the location of inventory - No **Loan Party**, **subsidiary**, or their affiliates are a **Sanctioned Person** or located in a **Sanctioned Entity**, and loan proceeds will not be used in violation of any **Sanctions**, **Anti-Corruption Laws**, or **Anti-Money Laundering Laws**[347](index=347&type=chunk) - Loan proceeds will not be used to purchase or carry **Margin Stock** in violation of Regulations T, U, or X[346](index=346&type=chunk) - **Accounts** and **Inventory** identified as '**Eligible**' in **Borrowing Base Certificates** meet the specific criteria defined in the agreement, forming the basis for borrowing **availability**[350](index=350&type=chunk)[351](index=351&type=chunk) [SECTION 5. AFFIRMATIVE COVENANTS](index=123&type=section&id=SECTION%205.%20AFFIRMATIVE%20COVENANTS) This section details the ongoing **Obligations** of the **Loan Parties**, including financial reporting, corporate maintenance, and **collateral** perfection [Financial Reporting](index=123&type=section&id=5.1%20%26%205.2%20Financial%20Reporting) The **Borrowers** are required to deliver a comprehensive set of financial statements and reports to the **Agent** according to the schedule specified in Schedule 5.1 and Schedule 5.2. This includes regular delivery of **Borrowing Base Certificates** and other **collateral** reporting to ensure ongoing monitoring of the facility's **collateral** base - **Borrowers** must deliver financial statements, reports, and certificates as detailed in Schedule 5.1, including **Compliance Certificates**[356](index=356&type=chunk) - **Borrowers** must provide **collateral** reports, including **Borrowing Base Certificates**, at the times specified in Schedule 5.2[357](index=357&type=chunk) [General Corporate Covenants](index=123&type=section&id=5.3-5.10%20General%20Corporate%20Covenants) This section outlines the standard affirmative covenants requiring the **Loan Parties** to maintain their corporate existence, keep properties in good working order, pay taxes, and maintain adequate insurance. They must also permit inspections by the **Agent**, comply with all laws (including environmental laws), and promptly update the **Agent** on any material inaccuracies in previously furnished information - **Loan Parties** must preserve their valid existence and good standing[358](index=358&type=chunk) - **Loan Parties** must pay all taxes before delinquency, unless being contested in good faith with adequate reserves[361](index=361&type=chunk) - **Loan Parties** must maintain insurance customary for their business, with **Agent** named as **lender's** loss payee[362](index=362&type=chunk) - **Agent** is permitted to conduct periodic field examinations and inventory appraisals at the **Borrowers'** expense, subject to frequency limitations so long as no **Event of Default** is continuing[364](index=364&type=chunk)[366](index=366&type=chunk)[367](index=367&type=chunk) [Collateral and Guaranty Covenants](index=126&type=section&id=5.12-5.17%20Collateral%20and%20Guaranty%20Covenants) This section contains covenants related to perfecting and maintaining the **collateral** and guarantees. **Loan Parties** must execute additional documents as requested by the **Agent** to perfect its **liens**. They are required to add new domestic and Canadian **subsidiaries** (other than **Excluded Subsidiaries**) as **guarantors** or **borrowers**. An '**Additional Guarantor Trigger Event**' also requires adding existing **domestic subsidiaries** as **guarantors** if the aggregate assets or revenue of non-guarantor **subsidiaries** exceed a **10%** threshold - **Loan Parties** must execute any additional documents requested by the **Agent** to perfect its **liens** on **collateral**[370](index=370&type=chunk) - Newly created or acquired **Domestic and Canadian Subsidiaries** (that are not **Excluded Subsidiaries**) must join the agreement as a **Borrower** or **Guarantor** within 30 days[374](index=374&type=chunk) - An '**Additional Guarantor Trigger Event**' occurs if the total assets or revenue of non-guarantor **Domestic Subsidiaries** exceed **10%** of the consolidated total, requiring the addition of **subsidiaries** as **Guarantors** to fall below this threshold[376](index=376&type=chunk) [SECTION 6. NEGATIVE COVENANTS](index=128&type=section&id=SECTION%206.%20NEGATIVE%20COVENANTS) This section imposes restrictions on the **Loan Parties'** financial and operational activities, including limitations on debt, **liens**, and investments [Indebtedness, Liens, and Fundamental Changes](index=128&type=section&id=6.1-6.5%20Indebtedness%20and%20Fundamental%20Changes) This section restricts the **Loan Parties** from incurring additional debt or **liens**, other than what is explicitly permitted (**Permitted Indebtedness** and **Permitted Liens**). It also limits fundamental corporate changes such as mergers, consolidations, or dissolutions, and prohibits the disposal of assets, except for **Permitted Dispositions**. The company is also restricted from engaging in any material line of business substantially different from its current operations - Incurrence of any **Indebtedness** is prohibited, except for **Permitted Indebtedness**[380](index=380&type=chunk) - Creation of any **Liens** on assets is prohibited, except for **Permitted Liens**[380](index=380&type=chunk) - Mergers, consolidations, and asset sales are restricted, subject to specific exceptions for transactions between **Loan Parties** and for **Permitted Acquisitions** and **Dispositions**[380](index=380&type=chunk)[381](index=381&type=chunk) [Payments, Investments, and Affiliate Transactions](index=129&type=section&id=6.6-6.11%20Payments%2C%20Investments%2C%20and%20Affiliates) This section imposes restrictions on certain financial activities. Prepayments of other specified debt (**Subject Indebtedness**) are limited unless certain conditions, including the **Payment Conditions**, are met. **Restricted Payments**, such as dividends and share repurchases, are also prohibited unless the **Payment Conditions** are satisfied. Investments are limited to **Permitted Investments**, and transactions with affiliates must be on arm's-length terms. The use of loan proceeds is restricted to specified purposes - Prepayment of subordinated or other specific debt (**Subject Indebtedness**) is generally prohibited unless the **Payment Conditions** are met, which require pro forma **Excess Availability** of at least **20%** of the **Maximum Revolver Amount** and a **Fixed Charge Coverage Ratio** of at least **1.00 to 1.00**[142](index=142&type=chunk)[384](index=384&type=chunk) - **Restricted Payments** (e.g., dividends, share buybacks) are generally prohibited unless the **Payment Conditions** are satisfied[142](index=142&type=chunk)[385](index=385&type=chunk) - All investments must qualify as **Permitted Investments**[386](index=386&type=chunk) - Transactions with affiliates must be on terms no less favorable than what would be obtained in an arm's-length transaction with a non-affiliate[386](index=386&type=chunk) [SECTION 7. FINANCIAL COVENANT](index=132&type=section&id=SECTION%207.%20FINANCIAL%20COVENANT) This section establishes the key financial performance metrics and ratios that the **Borrowers** must maintain throughout the agreement's term [Financial Covenants](index=132&type=section&id=7.1%20%26%207.2%20Financial%20Covenants) This section establishes the key financial covenants the **Borrowers** must maintain. Prior to a '**Covenant Conversion Date**,' the **Borrowers** must maintain **minimum Liquidity** of **$50 million**. After the **Covenant Conversion Date**, this is replaced by a requirement to maintain a **Fixed Charge Coverage Ratio** of at least **1.00 to 1.00**, which is tested only during a '**Covenant Testing Period**' (when **Excess Availability** falls below **15%** of the **Maximum Revolver Amount**) - **Minimum Liquidity**: From the Closing Date until the **Covenant Conversion Date**, **Borrowers** must maintain **minimum Liquidity** of at least **$50 million**, with the **Excess Availability** component being at least **$15 million**[391](index=391&type=chunk) - **Fixed Charge Coverage Ratio (FCCR)**: Commencing on the **Covenant Conversion Date**, **Borrowers** must maintain an **FCCR** of at least **1.00 to 1.00**. This covenant is only tested during a **Covenant Testing Period**, which is triggered when **Excess Availability** is less than **15%** of the **Maximum Revolver Amount**[67](index=67&type=chunk)[391](index=391&type=chunk) - The **Covenant Conversion Date** is the first date after September 30, 2025, on which the **Leverage Ratio** is less than **5.25 to 1.00**[67](index=67&type=chunk) [SECTION 8. EVENTS OF DEFAULT](index=132&type=section&id=SECTION%208.%20EVENTS%20OF%20DEFAULT) This section specifies the conditions that constitute an **Event of Default**, triggering **lender** remedies [List of Default Events](index=132&type=section&id=8.1-8.13%20List%20of%20Default%20Events) This section specifies the conditions that constitute an **Event of Default**. These include failure to make payments, breaches of covenants, incorrect representations, **cross-defaults** on other significant **indebtedness** (over **$25 million**), bankruptcy or insolvency proceedings, significant judgments (over **$25 million**), invalidity of loan documents, a **change of control**, a major product recall (over **$50 million**), or certain **ERISA**-related events - Failure to pay principal when due, or interest and other amounts within three business days of their due date, constitutes an **Event of Default**[391](index=391&type=chunk) - A breach of negative covenants (Section 6) or financial covenants (Section 7) is an immediate **Event of Default**. Breaches of other covenants have grace periods of 10 or 30 days[391](index=391&type=chunk) - A **cross-default** is triggered by a payment **default** or acceleration of other **indebtedness** exceeding **$25 million**[392](index=392&type=chunk) - Voluntary or involuntary bankruptcy proceedings are **Events of Default**[392](index=392&type=chunk) - A **Change of Control**, as defined in the agreement, constitutes an **Event of Default**[394](index=394&type=chunk) [SECTION 9. RIGHTS AND REMEDIES](index=135&type=section&id=SECTION%209.%20RIGHTS%20AND%20REMEDIES) This section outlines the actions the **Agent** and **Lenders** can take upon an **Event of Default**, including acceleration of **Obligations** and **collateral** enforcement [Remedies upon Default](index=135&type=section&id=9.1-9.3%20Remedies%20upon%20Default) Upon an **Event of Default**, this section grants the **Agent**, at the instruction of the **Required Lenders**, the right to exercise various remedies. These include accelerating all **Obligations** to become immediately due and payable, terminating all lending **commitments**, and exercising all other rights available under the loan documents and applicable law. In the case of bankruptcy, these remedies are automatic. The section also affirms the **Agent's** right to **credit bid** on **collateral** during a foreclosure or bankruptcy sale - Upon an **Event of Default**, the **Agent** may declare all **Obligations** immediately due and payable and terminate all **Commitments**[395](index=395&type=chunk) - In the event of bankruptcy (Sections 8.4 or 8.5), the acceleration of **Obligations** and termination of **Commitments** are automatic, without any notice required[396](index=396&type=chunk) - The **Agent** has the right to **credit bid** and purchase **collateral** at any foreclosure or bankruptcy sale on behalf of the **Lender** Group[398](index=398&type=chunk) [SECTION 10. WAIVERS; INDEMNIFICATION](index=136&type=section&id=SECTION%2010.%20WAIVERS%3B%20INDEMNIFICATION) This section includes waivers of certain legal rights by **Borrowers** and their **Obligation** to indemnify the **Lender** Group against liabilities [Waivers and Indemnification](index=136&type=section&id=10.1-10.3%20Waivers%20and%20Indemnification) This section contains the **Borrowers'** waiver of certain legal rights, such as demand and protest. It also establishes a broad indemnification **Obligation**, requiring the **Borrowers** to indemnify the **Agent**, **Lenders**, and other related parties (**Indemnified Persons**) against nearly all claims, liabilities, costs, and damages arising from the credit facility, except for those resulting from the indemnified party's own gross negligence or willful misconduct - **Borrowers** waive rights to demand, protest, and various notices related to the enforcement of the **Obligations**[400](index=400&type=chunk) - **Borrowers** must indemnify and hold harmless all **Indemnified Persons** from any and all claims, liabilities, and expenses related to the execution, enforcement, or administration of the **Loan Documents**[401](index=401&type=chunk)[403](index=403&type=chunk) - The indemnification does not apply to liabilities finally determined by a court to have resulted from the gross negligence or willful misconduct of the **Indemnified Person**[401](index=401&type=chunk) [SECTION 11. NOTICES](index=138&type=section&id=SECTION%2011.%20NOTICES) This section specifies the formal procedures and contact information for all communications and notices under the **Loan Documents** [Notice Procedures](index=138&type=section&id=11.1%20Notice%20Procedures) This section specifies the procedures for all notices and demands under the **Loan Documents**. It requires that notices be in writing and delivered personally, by mail, courier, email, or telefacsimile to the addresses specified in the agreement. It also outlines when a notice is deemed to have been received depending on the method of delivery - All notices must be in writing and sent to the designated addresses for each party[404](index=404&type=chunk) - The agreement provides contact information for notices to the **Loan Parties** (c/o **Emergent BioSolutions Inc.**) and the **Agent** (c/o **Wells Fargo Bank, National Association**)[404](index=404&type=chunk) [SECTION 12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER](index=139&type=section&id=SECTION%2012.%20CHOICE%20OF%20LAW%20AND%20VENUE%3B%20JURY%20TRIAL%20WAIVER) This section establishes the governing law, jurisdiction for disputes, and waiver of jury trial rights for all parties [Governing Law and Jurisdiction](index=139&type=section&id=12.1%20Governing%20Law%20and%20Jurisdiction) This section establishes the legal framework for the agreement. It stipulates that the laws of the State of New York will govern the agreement and that any legal actions must be brought in the state or federal courts located in the County of New York. All parties waive the right to a jury trial and waive claims for special, indirect, consequential, or punitive damages - The agreement is governed by and construed in accordance with the laws of the State of New York[406](index=406&type=chunk) - All parties agree to the exclusive jurisdiction of state and federal courts in New York County, New York[407](index=407&type=chunk)[410](index=410&type=chunk) - All parties to the agreement irrevocably waive their right to a jury trial for any claim arising from the **Loan Documents**[408](index=408&type=chunk) [SECTION 13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS](index=140&type=section&id=SECTION%2013.%20ASSIGNMENTS%20AND%20PARTICIPATIONS%3B%20SUCCESSORS) This section details the rules and procedures for **Lenders** to assign their interests or sell participations in the credit facility [Assignments and Participations](index=140&type=section&id=13.1%20Assignments%20and%20Participations) This section outlines the process by which a **Lender** can assign its rights and **Obligations** to another entity or sell participation interests. Assignments require the prior written consent of the **Borrowers** (unless an **Event of Default** exists) and the **Agent**. The section details the conditions for assignments, including minimum amounts and the execution of an Assignment and Acceptance agreement. The **Agent** maintains a **Register** of all **Lenders** and their loans - Any **Lender** may assign its rights and duties to an **Assignee** with the prior written consent of the **Borrowers** (unless an **Event of Default** exists), the **Agent**, **Swing Lender**, and **Issuing Bank**[412](index=412&type=chunk) - Assignments are generally subject to a minimum amount of **$10 million** and a processing fee of **$3,500** payable to the **Agent**[413](index=413&type=chunk) - The **Agent** maintains a **Register** to record all assignments and sales of loans, and **Borrowers** are to treat the person in the **Register** as the owner of the loan[422](index=422&type=chunk) [SECTION 14. AMENDMENTS; WAIVERS](index=144&type=section&id=SECTION%2014.%20AMENDMENTS%3B%20WAIVERS) This section outlines the requirements for modifying or waiving provisions of the **Loan Documents**, including consent thresholds [Amendment and Waiver Process](index=144&type=section&id=14.1-14.3%20Amendment%20and%20Waiver%20Process) This section details the requirements for amending or waiving provisions of the **Loan Documents**. Generally, amendments require the written consent of the **Required Lenders** and the **Loan Parties**. However, certain fundamental changes, such as increasing **commitments**, extending payment dates, or reducing principal or interest rates, require the consent of all directly affected **Lenders**. The section also includes a provision allowing the **Borrowers** to replace a '**Non-Consenting Lender**' that blocks an amendment supported by the **Required Lenders** - Amendments generally require the written consent of the **Required Lenders** (more than **50%** of the **Revolving Loan Exposure**)[172](index=172&type=chunk)[427](index=427&type=chunk) - Unanimous consent of all affected **Lenders** is required for certain material changes, including increasing **commitments**, extending payment dates, reducing principal or interest rates, or releasing substantially all **collateral**[427](index=427&type=chunk)[428](index=428&type=chunk) - The agreement provides a mechanism to replace a '**Non-Consenting Lender**' to facilitate amendments that have majority support[430](index=430&type=chunk) [SECTION 15. AGENT; THE LENDER GROUP](index=147&type=section&id=SECTION%2015.%20AGENT%3B%20THE%20LENDER%20GROUP) This section defines the **Agent's** role, authority, and responsibilities, as well as its relationship with the **Lender** Group [Role and Liability of Agent](index=147&type=section&id=15.1-15.19%20Role%20and%20Liability%20of%20Agent) This section defines the role, authority, and limitations of **Wells Fargo** as the **Agent** for the **Lender** Group. The **Agent** is authorized to act on behalf of the **Lenders** but has no fiduciary duties and is not liable for actions taken in good faith. The section covers the **Agent's** right to rely on information provided, its duties upon a **default**, indemnification by the **Lenders**, and procedures for resignation or replacement. It also authorizes the **Agent** to release **liens** on **collateral** in permitted circumstances, such as asset sales - Each **Lender** appoints **Wells Fargo** as its **Agent**, authorizing it to take actions and exercise powers delegated under the **Loan Documents**[434](index=434&type=chunk) - The **Agent** is not liable for any action taken or omitted, except for its own gross negligence or willful misconduct, and is entitled to rely on instructions from the **Required Lenders**[438](index=438&type=chunk)[439](index=439&type=chunk) - The **Lenders** irrevocably authorize the **Agent** to release any **lien** on **collateral** that is being sold or disposed of in a transaction permitted by the agreement[450](index=450&type=chunk) - The **Agent** may resign with 30 days' notice, and a successor may be appointed by the **Required Lenders** with the **Borrower's** consent (so long as no **Event of Default** exists)[446](index=446&type=chunk) [SECTION 16. WITHHOLDING TAXES](index=156&type=section&id=SECTION%2016.%20WITHHOLDING%20TAXES) This section addresses tax **Obligations**, particularly withholding taxes, and the requirements for **Lenders** to provide tax documentation [Tax Provisions](index=156&type=section&id=16.1-16.6%20Tax%20Provisions) This section addresses tax-related matters, primarily withholding taxes. All payments by **Loan Parties** are to be made free and clear of any tax deductions, unless required by law. If withholding is required for **Indemnified Taxes**, the **Borrowers** must 'gross-up' the payment so the recipient receives the full intended amount. **Lenders** are required to provide necessary tax forms (e.g., W-8BEN, W-9) to claim exemptions from withholding. The section also includes specific provisions related to Irish taxes and **Value-Added Tax** (**VAT**) - **Borrowers** must make all payments free of tax withholding. If withholding for **Indemnified Taxes** is required by law, **Borrowers** must pay additional amounts to ensure the **Lender** receives the full contractual amount[467](index=467&type=chunk) - **Lenders** must provide appropriate tax forms to the **Agent** and **Borrowers** to establish any exemption from or reduction in withholding tax[468](index=468&type=chunk)[470](index=470&type=chunk) - The section includes specific rules and confirmations regarding a **Lender's** status as an '**Irish Qualifying Lender**' to manage Irish withholding tax[475](index=475&type=chunk)[476](index=476&type=chunk) [SECTION 17. GENERAL PROVISIONS](index=161&type=section&id=SECTION%2017.%20GENERAL%20PROVISIONS) This section contains various standard legal and administrative clauses, including **confidentiality**, **administrative borrower** designation, and erroneous payment recovery [Miscellaneous Provisions](index=161&type=section&id=17.1-17.19%20Miscellaneous%20Provisions) This final section contains various standard legal and administrative clauses. Key provisions include **confidentiality** **Obligations** on the **Lenders**, survival of representations, compliance with the **Patriot Act**, integration of the agreement, and the appointment of EBS as the **Administrative Borrower** for all other **Borrowers**. It also includes modern provisions addressing the resolution of failed financial institutions (**Bail-In**), supported **Qualified Financial Contracts** (**QFCs**), and a detailed mechanism for correcting **erroneous payments** made by the **Agent** - **Confidentiality**: **Agent** and **Lenders** agree to keep material, non-public information confidential, with standard exceptions for legal requirements, advisors, and potential assignees[497](index=497&type=chunk) - **Administrative Borrower**: EBS is appointed as the **agent** and attorney-in-fact for all other **Borrowers** to handle notices and borrowing requests[505](index=505&type=chunk) - **Erroneous Payments**: A detailed 'clawback' provision allows the **Agent** to recover any funds mistakenly transmitted to a **Lender** or other recipient, which remain the property of the **Agent**[510](index=510&type=chunk)[511](index=511&type=chunk) - **ABL/Term Loan Intercreditor Agreement**: The agreement and the **Agent's** rights and remedies are explicitly subject to the terms of the **ABL/Term Loan Intercreditor Agreement**, which governs the priority of **liens** and rights between the revolving **lenders** and term loan **lenders**[515](index=515&type=chunk) [Exhibits and Schedules](index=6&type=section&id=Exhibits%20and%20Schedules) This section lists the supplementary documents, forms, and detailed information that are integral to the Credit Agreement [List of Exhibits and Schedules](index=6&type=section&id=List%20of%20Exhibits%20and%20Schedules) The agreement includes numerous exhibits and schedules that form an integral part of the contract. Exhibits provide standard forms for documents like the Assignment and Acceptance, **Borrowing Base Certificate**, and **Compliance Certificate**. Schedules contain specific factual information as of the Closing Date, such as **lender commitments**, **permitted liens**, **permitted indebtedness**, and locations of inventory - Exhibits provide templates for key operational documents, such as Exhibit B-1 (Form of **Borrowing Base Certificate**) and Exhibit C-1 (Form of **Compliance Certificate**)[5](index=5&type=chunk) - Schedules contain critical baseline information, including Schedule C-1 (**Commitments**), Schedule P-1 (**Permitted Investments**), Schedule P-2 (**Permitted Liens**), and Schedule 4.14 (**Permitted Indebtedness**)[5](index=5&type=chunk)

LOS ANGELES, Oct. 25, 2024 (GLOBE NEWSWIRE) -- BlueOne Card, Inc. (OTCQX: BCRD) (“BlueOne Card,” the “Company”), a leading fintech provider of payment hub solutions and prepaid debit cards, today announced that it has entered into a definitive agreement to acquire equity interest of 60% in Millennium EBS, Inc. The transaction is valued at $12 million. This acquisition positions BlueOne Card to emerge as a prominent payment hub and prepaid debit card provider, significantly expanding its reach and capabiliti ...

Class Action Settlement Overview - The United States District Court for the District of Maryland has approved a proposed class action settlement benefiting purchasers of Emergent BioSolutions Inc common stock (NYSE: EBS) between March 10, 2020, and November 4, 2021 [1] - A hearing is scheduled for February 27, 2025, to determine the fairness and adequacy of the proposed $40 million settlement, the Plan of Allocation, and the approval of attorneys' fees and expenses [2] - The Settlement Class includes all persons or entities who purchased or acquired Emergent common stock during the Settlement Class Period, excluding certain individuals and entities such as Settling Defendants, their immediate families, and affiliates [3] Settlement Details and Claims - The proposed settlement resolves allegations that Settling Defendants made material misrepresentations and omissions concerning Emergent's business operations, reported results, and internal controls, leading to inflated stock prices during the Settlement Class Period [4] - Lead Plaintiffs allege that the revelation of Settling Defendants' fraud caused statistically significant stock declines, injuring investors [4] - Settlement Class Members must submit a Proof of Claim and Release Form by February 4, 2025, to be eligible for recovery from the Net Settlement Fund [5] Exclusion and Objection Procedures - Settlement Class Members who wish to exclude themselves from the Settlement Class must submit a request for exclusion by February 6, 2025 [6] - Members who do not exclude themselves can object to the Settlement, Plan of Allocation, or Lead Counsel's request for attorneys' fees and expenses by February 6, 2025 [7] - All members of the Settlement Class who do not request exclusion will be bound by any Judgment entered in the Action pursuant to the Settlement Stipulation [6]

GAITHERSBURG, Md., Oct. 23, 2024 (GLOBE NEWSWIRE) -- Emergent BioSolutions Inc. (NYSE: EBS) will host a conference call on Wednesday, November 6, 2024, at 5:00 pm eastern time to discuss the financial results for the third quarter of 2024, recent business developments, and financial outlook for full year 2024. Webcast & Conference Call Information Participants can access the conference call live via webcast. To join via telephone, please use the following dialin details: U.S. / New York: +1-646-968-2525 U.S ...

Ongoing support of the 'White House Challenge to Save Lives from Overdose' through workplace and public safety measures One-year mark of Ready to Rescue public awareness campaign to expand awareness, particularly among young adults and vulnerable communities 20,000 additional doses of NARCAN® Nasal Spray to be donated to organizations in need GAITHERSBURG, Md., Oct. 08, 2024 (GLOBE NEWSWIRE) -- Emergent BioSolutions Inc. (NYSE: EBS) remains committed to supporting widespread opioid emergency preparedness by ...