FOURTH AMENDMENT TO FINANCING AGREEMENT
Execution Version
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
Exhibit 10.1
FOURTH AMENDMENT TO FINANCING AGREEMENT
This FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of August 12, 2025, is entered into among FIBROGEN, INC., a Delaware corporation (the “Borrower”), the lenders party hereto constituting Required Lenders under the Financing Agreement (the “Lenders”), and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Agent”).
RECITALS
The Borrower, the Guarantors party thereto, the lenders from time to time party thereto, and the Agent are parties to that certain Financing Agreement, dated as of April 29, 2023 (as amended by the First Amendment to Financing Agreement dated as of May 8, 2025, the Second Amendment to Financing Agreement dated as of June 5, 2025, the Third Amendment to Financing Agreement dated as of July 14, 2025, and as otherwise amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Financing Agreement”; capitalized terms used herein and not defined shall have the meanings ascribed to them in the Financing Agreement or the Financing Agreement as amended hereby (the “Amended Financing Agreement”), as applicable). The Borrower has requested that Agent and the Required Lenders make certain changes to the Financing Agreement. The Agent and the Required Lenders have agreed to such requests, subject to the terms and conditions set forth herein.
Accordingly, in consideration of the premises and the mutual agreements contained herein, the parties hereto hereby agree as follows:
Section 6.8 Minimum Qualified Cash. The Loan Parties shall not permit the aggregate amount of Qualified Cash in Deposit Accounts or Securities Accounts located in the United States as of each Interest Payment Date (after giving pro forma effect to the interest payment due and payable on such date) to be less than $15,000,000.
Qualified Cash located in the United States as of the Interest Payment Date (after giving pro forma effect to the interest payment due and payable on such date) to not be less than $15,000,000.
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
SECTION 4. Execution in Counterparts; Integration. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment electronically shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment, together with the other Loan Documents, represents the entire agreement of the Borrower, the Lenders and the Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
[SIGNATURE PAGES FOLLOW]
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[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date hereof.
FIBROGEN, INC., |
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as Borrower
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By: |
/s/ [*] |
Name: [*] |
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Title: [*]
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[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
WILMINGTON TRUST, NATIONAL ASSOCIATION, |
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as Agent
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By: |
/s/ [*] |
Name: [*] |
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Title: [*] |
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[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
NHTV Fairview Holding LLC, |
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as Lender
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By: |
North Haven Tactical Value Fund LP, its sole member |
By: |
MS Tactical Value Fund GP LP, its general partner |
By: |
MS Tactical Value Fund GP Inc., its general partner |
By: |
/s/ [*] |
Name: [*] |
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Title: [*] |
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NHTV II Fairview Holding LLC, |
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as Lender
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By: |
NHTV II Onshore Aggregator LP, its sole member |
By: |
MS Tactical Value Fund II GP LP, its general partner |
By: |
MS Tactical Value Fund II GP Inc., its general partner |
By: |
/s/ [*] |
Name: [*] |
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Title: [*] |
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[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
MSTV Fund II ESC Fairview Holding LLC, |
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as Lender
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By: |
MSTV Fund II Employees Investments LP, its sole member |
By: |
MS Tactical Value Fund II GP LP, its general partner |
By: |
MS Tactical Value Fund II GP Inc., its general partner |
By: |
/s/ [*] |
Name: [*] |
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Title: [*] |
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[Signature Page to Fourth Amendment]
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
