Exhibit 99.6
Execution Version
FIFTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO WARRANTS
This FIFTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO WARRANTS (this Amendment) is made
and entered into as of October 13, 2023 by and among THERATECHNOLOGIES INC., a corporation governed by the Business Corporations Act (Quebec) (the Borrower), and the lenders party hereto (the
Lenders), which constitute the Required Lenders.
WHEREAS, the Borrower, the Lenders and U.S.
Bank Trust Company, National Association, in its capacity as administrative agent and collateral agent (the Agent) are parties to that certain Credit Agreement, dated as of July 20, 2022, as amended by that certain First
Amendment to Credit Agreement, dated as of February 27, 2023, that certain Letter Agreement dated as of May 15, 2023, that certain Letter Agreement, dated as of July 10, 2023, that certain Fourth Amendment to Credit Agreement, dated
as of July 28, 2023 and that certain Amended and Restated Fourth Amendment to Credit Agreement, dated as of September 21, 2023 (as so amended and as further amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the Credit Agreement);
WHEREAS, on February 27, 2023 the Borrower issued and
sold to each of MAM Tiger Lender LLC and Marathon Healthcare Finance Fund, L.P. (each, a Warrant Holder and collectively, the Warrant Holders) certain warrants to purchase shares of common shares of the
Borrower at an initial exercise price of $1.45 per share (as adjusted from time to time pursuant to the terms of the Warrant) (each, a Warrant and together, the Warrants);
WHEREAS, the Borrower wishes to amend certain provisions of the Credit Agreement as provided in this Amendment,
and pursuant to Section 10.1 of the Credit Agreement, the Credit Agreement may be amended in writing and consented to by the Borrower and the Required Lenders; and
WHEREAS, the Borrower wishes to amend certain provisions of each Warrant as provided in this Amendment, and
pursuant to the terms of each Warrant, each Warrant may be amended in writing and consented to by the Borrower and the Warrant Holder party thereto.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned
to such terms in the Credit Agreement or each Warrant, as applicable.
2. Amendment to the Credit
Agreement. Upon the satisfaction of the conditions precedent set forth in Section 5 below, each Lender and the Borrower hereby agree that the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by replacing the definition of EBITDA with
the following:
EBITDA means, for the Borrower and its Subsidiaries for any period, Consolidated
Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income for such period (and without duplication):
(a) Net Finance Cost in accordance with IFRS;
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