TRINITY BIOTECH PLC
For the period ended Aug 14, 2026. Filed Aug 14, 2026.
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Aug 14, 2026 · Filed Aug 14, 2026
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Contents
EX-99.2 · (Fourth Amendment)
(Fourth Amendment)
Sixth Amended and Restated Credit Agreement and Guaranty 1
dated as of
August 7, 2025
among
Trinity Biotech, Inc.,
Clark Laboratories, Inc. (d/b/a Trinity Biotech (USA)),
Biopool U.S., Inc. (d/b/a Trinity Biotech Distribution),
Primus Corporation,
MarDx Diagnostics, Inc. and
IMMCO Diagnostics, Inc.
TRIB Biosensors Inc.
as the Borrowers,
The Guarantors from Time to Time Party hereto,
as Guarantors
and
Perceptive Credit Holdings III, LP,
as Administrative Agent and as a Lender
Conformed to reflect changes from the First Amendment to Sixth Amended and Restated Credit Agreement and Guaranty, dated as of October 16, 2025, the Second Amendment to Sixth Amended and Restated Credit Agreement and Guaranty, dated as of December 22, 2025, the Limited Waiver and Third Amendment to Sixth Amended and Restated Credit Agreement and Guaranty, dated as of April 30, 2026 and the Limited Waiver and Fourth Amendment to Sixth Amended and Restated Credit Agreement and Guaranty, dated as of August 12, 2026.
Table of Contents
| Section | Heading | Page |
|---|---|---|
| ARTICLE I | DEFINITIONS | 8 |
| Section 1.01. | Certain Defined Terms | 8 |
| Section 1.02. | Accounting Terms and Principles | 50 |
| Section 1.03. | Interpretation | 51 |
| Section 1.04. | Divisions | 51 |
| Section 1.05. | Interest Rates | 52 |
| ARTICLE 2 | THE TERM LOANS | 52 |
| Section 2.01. | Term Loans | 52 |
| Section 2.02. | Proportionate Shares | 56 |
| Section 2.03. | [Reserved] | 56 |
| Section 2.04. | Notes | 57 |
| Section 2.05. | Use of Proceeds | 57 |
| ARTICLE 3 | PAYMENTS OF PRINCIPAL AND INTEREST | 57 |
| Section 3.01. | Repayment | 57 |
| Section 3.02. | Interest | 57 |
| Section 3.03. | Prepayments | 61 |
| ARTICLE 4 | PAYMENTS, ETC. | 63 |
| Section 4.01. | Payments | 63 |
| Section 4.02. | Computations | 65 |
| Section 4.03. | Notices | 65 |
| Section 4.04. | Set‑Off | 65 |
| ARTICLE 5 | YIELD PROTECTION, ETC. | 66 |
| Section 5.01. | Additional Costs | 66 |
| Section 5.02. | Illegality | 67 |
| Section 5.03. | Taxes | 67 |
| Section 5.04. | Delay in Requests | 72 |
| ARTICLE 6 | CONDITIONS PRECEDENT | 73 |
| Section 6.01. | Conditions to Sixth Amendment Term Loan/Sixth Amendment Restatement Date | 73 |
| Section 6.02. | Conditions to Tranche C Term Loan /Tranche C Term Loan Borrowing Date | 74 |
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| Section 6.03. | Conditions to Tranche D Term Loan /Tranche D Term Loan Borrowing Date | 75 |
|---|---|---|
| Section 6.04. | Conditions to Tranche E Term Loan /Tranche E Term Loan Borrowing Date | 75 |
| Section 6.05. | Conditions to Tranche F Term Loan /Tranche F Term Loan Borrowing Date | 76 |
| ARTICLE 7 | REPRESENTATIONS AND WARRANTIES | 77 |
| Section 7.01. | Power and Authority | 77 |
| Section 7.02. | Authorization; Enforceability | 77 |
| Section 7.03. | Governmental and Other Approvals; No Conflicts | 77 |
| Section 7.04. | Financial Statements; Projections; Material Adverse Change | 78 |
| Section 7.05. | Properties | 78 |
| Section 7.06. | No Actions or Proceedings | 80 |
| Section 7.07. | Compliance with Laws and Agreements | 81 |
| Section 7.08. | Taxes | 82 |
| Section 7.09. | Full Disclosure | 82 |
| Section 7.10. | Regulation | 82 |
| Section 7.11. | Solvency | 82 |
| Section 7.12. | Reserved | 82 |
| Section 7.13. | Indebtedness and Liens | 82 |
| Section 7.14. | Material Agreements | 83 |
| Section 7.15. | Restrictive Agreements | 83 |
| Section 7.16. | Real Property | 83 |
| Section 7.17. | Pension and Other Plans | 83 |
| Section 7.18. | Collateral; Security Interest | 84 |
| Section 7.19. | Regulatory Approvals | 84 |
| Section 7.20. | Capitalization | 87 |
| Section 7.21. | Insurance | 87 |
| Section 7.22. | Certain Fees | 87 |
| Section 7.23. | Sanctions Laws | 87 |
| Section 7.24. | Anti‑Corruption Laws | 87 |
| Section 7.25. | Anti‑Terrorism Laws | 88 |
| Section 7.26. | Royalty and Other Payments | 88 |
| ARTICLE 8 | AFFIRMATIVE COVENANTS AND FINANCIAL COVENANTS | 88 |
| Section 8.01. | Financial Statements and Other Information | 88 |
| Section 8.02. | Notices of Material Events | 91 |
| Section 8.03. | Existence; Maintenance of Properties, Etc | 93 |
| Section 8.04. | Payment of Obligations | 94 |
| Section 8.05. | Insurance | 94 |
| Section 8.06. | Books and Records; Inspection Rights | 95 |
| Section 8.07. | Compliance with Laws | 95 |
| Section 8.08. | Licenses | 95 |
| Section 8.09. | Action under Environmental Laws | 95 |
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| Section 8.10. | Use of Proceeds | 96 |
|---|---|---|
| Section 8.11. | Certain Obligations Respecting Subsidiaries; Further Assurances | 96 |
| Section 8.12. | Termination of Non‑Permitted Liens | 98 |
| Section 8.13. | Non-Commingling | 98 |
| Section 8.14. | Anti‑Terrorism and Anti‑Corruption Laws | 98 |
| Section 8.15. | Minimum Liquidity | 98 |
| Section 8.16. | Minimum Total Revenue | 98 |
| Section 8.17. | Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. | 99 |
| Section 8.18. | Cash Management | 99 |
| Section 8.19. | Post Tranche F Term Loan Borrowing Date Obligations. | 100 |
| Section 8.20. | COMI | 100 |
| Section 8.21. | Cashless Exercise of Warrant Certificate and Par Value | 100 |
| Section 8.22. | Canadian Pension Plans | 101 |
| Section 8.23. | Payment of Warrant Stamp Amount | 101 |
| ARTICLE 9 | NEGATIVE COVENANTS | 101 |
| Section 9.01. | Indebtedness | 101 |
| Section 9.02. | Liens | 103 |
| Section 9.03. | Fundamental Changes and Acquisitions | 105 |
| Section 9.04. | Lines of Business | 105 |
| Section 9.05. | Investments | 106 |
| Section 9.06. | Restricted Payments | 108 |
| Section 9.07. | Payments of Indebtedness | 108 |
| Section 9.08. | Change in Fiscal Year | 108 |
| Section 9.09. | Sales of Assets, Etc | 109 |
| Section 9.10. | Transactions with Affiliates | 110 |
| Section 9.11. | Restrictive Agreements | 110 |
| Section 9.12. | Organizational Documents, Material Agreements | 110 |
| Section 9.13. | [Reserved] | 111 |
| Section 9.14. | Sales and Leasebacks | 111 |
| Section 9.15. | Hazardous Material | 111 |
| Section 9.16. | Accounting Changes | 111 |
| Section 9.17. | Compliance with ERISA | 111 |
| Section 9.18. | Deposit Accounts | 112 |
| Section 9.19. | Outbound Licenses | 112 |
| Section 9.20. | Inbound Licenses | 112 |
| Section 9.21. | Non-Commingling | 112 |
| Section 9.22. | Canadian Defined Benefit Pension Plans | 112 |
| ARTICLE 10 | EVENTS OF DEFAULT | 112 |
| Section 10.01. | Events of Default | 112 |
| Section 10.02. | Remedies | 115 |
| Section 10.03. | Prepayment Premium and Redemption Price | 116 |
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| ARTICLE 11 | GUARANTEE | 116 |
|---|---|---|
| Section 11.01. | The Guarantee | 116 |
| Section 11.02. | Obligations Unconditional | 117 |
| Section 11.03. | Reinstatement | 119 |
| Section 11.04. | Subrogation | 119 |
| Section 11.05. | Remedies | 119 |
| Section 11.06. | Instrument for the Payment of Money | 119 |
| Section 11.07. | Continuing Guarantee | 119 |
| Section 11.08. | Rights of Contribution | 120 |
| Section 11.09. | General Limitation on Guarantee Obligations | 120 |
| Section 11.10. | Irish Limitation on Guarantee Obligations | 121 |
| ARTICLE 12 | ADMINISTRATIVE AGENT | 121 |
| Section 12.01. | Appointment | 121 |
| Section 12.02. | Rights as a Lender | 121 |
| Section 12.03. | Exculpatory Provisions | 122 |
| Section 12.04. | Reliance by Administrative Agent | 123 |
| Section 12.05. | Delegation of Duties | 123 |
| Section 12.06. | Resignation of Agent | 123 |
| Section 12.07. | Non‑Reliance on Administrative Agent and Other Lenders | 124 |
| Section 12.08. | Administrative Agent May File Proofs of Claim | 124 |
| Section 12.09. | Collateral and Guaranty Matters; Appointment of Collateral Agent | 125 |
| ARTICLE 13 | MISCELLANEOUS | 126 |
| Section 13.01. | No Waiver | 126 |
| Section 13.02. | Notices | 126 |
| Section 13.03. | Expenses, Indemnification, Etc | 127 |
| Section 13.04. | Amendments, Etc | 127 |
| Section 13.05. | Successors and Assigns | 129 |
| Section 13.06. | Survival | 132 |
| Section 13.07. | Captions | 132 |
| Section 13.08. | Counterparts | 132 |
| Section 13.09. | Governing Law | 132 |
| Section 13.10. | Jurisdiction, Service of Process and Venue | 132 |
| Section 13.11. | Waiver of Jury Trial | 133 |
| Section 13.12. | Waiver of Immunity | 133 |
| Section 13.13. | Entire Agreement | 134 |
| Section 13.14. | Severability | 134 |
| Section 13.15. | No Fiduciary Relationship | 134 |
| Section 13.16. | USA Patriot Act | 134 |
| Section 13.17. | Treatment of Certain Information; Confidentiality | 134 |
| Section 13.18. | Releases of Guarantees and Liens | 135 |
| Section 13.19. | Acknowledgement and Consent to Bail‑In of EEA Financial Institutions | 136 |
| Section 13.20. | Judgment Currency | 136 |
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| Section 13.21. | Administrative Borrower | 137 |
|---|---|---|
| Section 13.22. | Joint and Several Liability of Borrowers | 137 |
| Section 13.23. | Amendment and Restatement | 140 |
| Section 13.24. | Reaffirmation and Consent | 140 |
Schedules:
Schedule 1 — Term Loan Commitments
Schedule 2 — Notice Addresses
Schedule 3 — Products
Schedule 4 — Commercial Partners
Schedule 7.01 — Power and Authority
Schedule 7.05(a) — Obligor Owned Real Property
Schedule 7.05(b) — Obligor Material Intellectual Property
Schedule 7.06(a) — Litigation
Schedule 7.13A — Existing Indebtedness
Schedule 7.13B — Existing Liens
Schedule 7.14 — Material Agreements
Schedule 7.15 — Restrictive Agreements
Schedule 7.16 — Real Property
Schedule 7.17 — Pension Matters
Schedule 7.19(b) — Regulatory Approvals
Schedule 7.19(e) — Regulatory Authority Notices
Schedule 7.20 — Capitalization
Schedule 7.22 — Broker’s Fee
Schedule 7.23 — Trade Compliance
Schedule 7.26 — Royalty and Other Payments
Schedule 8.19 — Post Tranche F Term Loan Borrowing Date Obligations
Schedule 9.03 — Subsidiaries to be Dissolved
Schedule 9.05(a) — Existing Investments
Schedule 9.10 — Transactions with Affiliates
Exhibits:
Exhibit A — Form of Guarantee Assumption Agreement
Exhibit B — [Reserved]
Exhibit C — [Reserved]
Exhibit D — Form of U.S. Tax Compliance Certificate
Exhibit E — Form of Compliance Certificate
Exhibit F — Form of Assignment Agreement
Exhibit G-1 — Form of U.S. Security Agreement
Exhibit G-2 — Form of Canadian Security Agreement
Exhibit G-3 — Form of Irish Debenture
Exhibit H-1 — Form of Patent and Trademark Security Agreement
Exhibit H-2 — Form of Copyright Security Agreement
Exhibit I — Form of Collateral Questionnaire
Exhibit J — [Reserved]
Exhibit K — Form of Intercompany Subordination Agreement
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Exhibit L — Form of Investor Subordination Agreement
Exhibit M — Form of Effective Date Term Loan Borrowing Notice
Exhibit N — Form of Delayed Draw Term Loan Borrowing Notice
Exhibit O — Form of Third Amendment Term Loan Borrowing Notice
Exhibit P — Form of Fourth Amendment Term Loan Borrowing Notice
Exhibit Q — Form of Fifth Amendment Term Loan Borrowing Notice
Exhibit R — Form of Sixth Amendment Term Loan Borrowing Notice
Exhibit S — Form of Tranche C Term Loan Borrowing Notice
Exhibit T — Form of Tranche D Term Loan Borrowing Notice
Exhibit U — Form of Tranche E Term Loan Borrowing Notice
Exhibit V — Form of Tranche F Term Loan Borrowing Notice
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Sixth Amended and Restated Credit Agreement And Guaranty, dated as of August 7, 2025 (this“Agreement”), among Trinity Biotech, Inc., a Delaware corporation (“U.S. Holdings”), Clark Laboratories, Inc. (d/b/a Trinity Biotech (USA)), a New York corporation (“U.S. Clark”), Biopool U.S., Inc., a Delaware corporation (d/b/a Trinity Biotech Distribution) (“U.S. Biopool”), Primus Corporation, a Missouri corporation (“U.S. Primus”), MarDx Diagnostics, Inc., a California corporation (“U.S. MarDx”), IMMCO Diagnostics, Inc., a Delaware corporation (“U.S. Immco”), TRIB Biosensors Inc., a Delaware corporation (“U.S. TRIB”, and together with U.S. Holdings, U.S. Clark, U.S. Biopool, U.S. Primus, U.S. MarDx and U.S. Immco, each a “Borrower” and collectively, the“Borrowers”), certain Guarantors from time to time parties hereto, the lenders from time to time party hereto (each, as a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings III, LP, a Delaware limited partnership (“Perceptive”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
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