GUARANTY
Exhibit 10.2
EXECUTION VERSION
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 26, 2023 by and among each of the Subsidiaries of HARMONY BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Borrower”), listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Material Domestic Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
WHEREAS, it is a condition precedent to the extensions of credit by the Lenders under the Credit Agreement that each of the Guarantors (constituting all of the Material Domestic Subsidiaries of the Borrower required to execute this Guaranty pursuant to Section 5.09 of the Credit Agreement) execute and deliver this Guaranty, whereby each of the Guarantors shall guarantee the payment when due of all Secured Obligations; and
In addition to the foregoing, subject to Section 24 of this Guaranty, each of the Guarantors covenants that, until satisfaction of the Final Release Conditions, it will fully comply with those covenants and agreements of the Borrower applicable to such Guarantor set forth in the Credit Agreement.
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[SIGNATURE PAGES TO FOLLOW]
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HARMONY BIOSCIENCES, LLC,
as an initial Guarantor
By:/s/ Xxxxxxx X. Xxxxx ________
Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Acknowledged and Agreed to:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President