COMMITMENT INCREASE AGREEMENT
September 25, 2025
JPMorgan Chase Bank, N.A., as Administrative Agent
4041 Ogletown Stanton Road, Floor 2
Newark, DE 19713
Attention: Loan & Agency Services Group
Tel: (302) 634-3377
Email: thomas.trullinger@chase.com
Ladies and Gentlemen:
We refer to the Senior Secured Revolving Credit Agreement dated as of December 20, 2024 (as amended, modified or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among MSD Investment Corp. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. You have advised us that the Borrower has requested in a letter dated September 25, 2025 (the “Increase Request”) from the Borrower to the Administrative Agent that the aggregate amount of the Commitments be increased on the terms and subject to the conditions set forth herein.
A. Commitment Increase. Pursuant to Section 2.07(e) of the Credit Agreement, BNP Paribas (the “Assuming Lender”), hereby agrees to make the Multicurrency Commitments in the amount set forth opposite the name of the Assuming Lender listed in Schedule I hereto, such Multicurrency Commitments to be effective as of the Increase Date (as defined in the Increase Request); provided, that the Administrative Agent shall have received a duly executed officer’s certificate from the Borrower which shall be dated the as of Increase Date and in substantially the form of Exhibit I hereto.
B. Confirmation of the Assuming Lender. The Assuming Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (iii) acknowledges and agrees that, from and after the Increase Date, the making of the associated Multicurrency Commitments shall be governed for all purposes by the Credit Agreement and the other Loan Documents.
C. Counterparts. This Commitment Increase Agreement 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. The words “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Commitment Increase Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures (including, for the avoidance of doubt, electronic signatures utilizing the DocuSign platform) 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 recordkeeping system,