Material Agreement Form 8 K

First Amendment to Revolving Credit Agreement

On September 27, 2024, Ironwood Pharmaceuticals, Inc., a Delaware corporation (the "Company" or "Ironwood"), entered into Amendment No. 1 to Credit Agreement (the "Amendment") by and among the Company, Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Agent"), collateral agent, a letter of credit issuer and a lender, and the other agents, lenders and letter of credit issuers parties thereto (the "Lenders"), which amends that certain Credit Agreement, dated May 21, 2023, by and among the Company, the Lenders from time to time party thereto and the Agent (the "Existing Credit Agreement"; the Existing Credit Agreement as amended by the Amendment, the "Amended Credit Agreement").

Pursuant to the Existing Credit Agreement, the Lenders have provided to Ironwood a $500 million secured revolving credit facility (the "Revolving Credit Facility"), which includes a $10 million letter of credit subfacility. The outstanding principal balance on the Revolving Credit Facility was $400 million as of the date the parties entered into the Amendment. The parties have entered into the Amendment to, among other things, increase the quantum of the Revolving Credit Facility from $500 million to $550 million. The Amendment also extends the maturity date of the Revolving Credit Facility to the earlier of (i) December 31, 2028 and (ii) the date that is 91 days prior to the stated maturity date of Ironwood's existing convertible notes then outstanding, unless, in the case of clause (ii), Ironwood's minimum liquidity equals or exceeds certain agreed levels.

Additionally, the Amendment increases Ironwood's permitted maximum consolidated secured net leverage ratio to (i) 3.50 to 1.00 until the end of the final calendar quarter of 2025 (the "Initial Period"), (ii) 3.25 to 1.00 until the end of the first calendar quarter of 2026 (the "Interim Period") and (iii) 3.00 to 1.00 thereafter. The Amendment allows Ironwood to elect to increase the permitted maximum consolidated secured net leverage ratio to (i) 4.00 to 1.00 during the Initial Period, (ii) 3.75 to 1.00 during the Interim Period and (iii) 3.50 to 1.00 thereafter, in each case for up to four fiscal quarters in the event Ironwood consummates an acquisition for consideration in excess of $50 million, and subject to certain limitations on how often this election can be made. These covenants and limitations are more fully described in the Amended Credit Agreement.

The Revolving Facility is subject to the same affirmative and negative covenants and events of default as currently set forth in the Existing Credit Agreement, except as otherwise described herein or as provided for in the Amendment.

The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.