CREDIT AGREEMENT dated as of March 25, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., Borrower from the Effective Date, MALLINCKRODT PLC, Parent Guarantor The LENDERS Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Administrative...Credit Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of March 25, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme), having its registered office at 3b boulevard Prince Henri, L-1724 Luxembourg, registered with the Luxembourg trade and companies register under number B.172865, the LENDERS party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, and, from the Effective Date, MALLINCKRODT PLC.
AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017Agreement and Plan of Merger • December 26th, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CREDIT AGREEMENT Dated as of March 19, 2014 Among MALLINCKRODT PLC, as the Parent, MALLINCKRODT INTERNATIONAL FINANCE S.A., as Lux Borrower, MALLINCKRODT CB LLC, as Co-Borrower, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as...Credit Agreement • March 19th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of March 19, 2014 (this “Agreement”), among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 42-44, Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S Luxembourg) under number B 172.865 (the “Lux Borrower”), Mallinckrodt CB LLC, a Delaware limited liability company (the “Co-Borrower”), the LENDERS party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated April 11, 2013 (this “Agreement”) is entered into by and among Mallinckrodt International Finance S.A., a Luxembourg public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 3b, boulevard Prince Henri, L-1724 Luxembourg and being registered with the Luxembourg Trade and Companies Register under the number B 172865 (the “Company”) and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below).
MALLINCKRODT INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN INTERNATIONAL FINANCE S.A., as Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of April 11, 2013 3.500% SENIOR NOTES DUE 2018 4.750% SENIOR NOTES DUE 2023Mallinckrodt PLC • July 1st, 2013 • Pharmaceutical preparations • New York
THIS INDENTURE is dated as of April 11, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 3b, boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under the number B 172865 (the “Company”), COVIDIEN INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 3b, boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under the number B 123527 (“CIFSA”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among MALLINCKRODT PLC, QUINCY MERGER SUB, INC. and QUESTCOR PHARMACEUTICALS, INC. dated as of April 5, 2014Agreement and Plan of Merger • April 7th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated April 5, 2014, is by and among Mallinckrodt plc, an Irish public limited company (“Parent”), Quincy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Questcor Pharmaceuticals, Inc., a California corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2024 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 2, 2024 (the “Effective Date”) by and between ST Shared Services LLC, a Delaware limited liability company, or any successor thereto (the “Company”), and [ ] (the “Executive”) (collectively referred to as “Parties” or individually referred to as a “Party”).
INCREMENTAL ASSUMPTION AGREEMENT NO. 4Incremental Assumption Agreement • February 13th, 2018 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT dated as of March 19, 2014 (this “Agreement”), among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 42-44, Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S Luxembourg) under number B 172.865 (the “Lux Borrower”), Mallinckrodt CB LLC, a Delaware limited liability company (the “Co-Borrower”), the LENDERS party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Separation and Distribution Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Mallinckrodt and Covidien are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Transition Services Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations
This TRANSITION SERVICES AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Covidien and Mallinckrodt (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASESeparation of Employment Agreement and General Release • August 7th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • Missouri
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is by and between Steve Merrick (“Executive”) and Mallinckrodt Enterprises LLC, by and on behalf of itself, as plan sponsor (the “Company”).
TAX MATTERS AGREEMENTTax Matters Agreement • May 31st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations
This Tax Matters Agreement (this “Agreement”) is entered into as of [—], 2013 between Covidien plc, a corporation organized under the laws of Ireland (“Covidien”), and Mallinckrodt plc, a corporation organized under the laws of Ireland (“Mallinckrodt” and, together with Covidien, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between Covidien and Mallinckrodt (the “Distribution Agreement”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Employee Matters Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
THIS EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Covidien and Mallinckrodt are also referred to in this Agreement individually as, a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article II.
REFINANCING AMENDMENT NO. 2 AND INCREMENTAL ASSUMPTION AGREEMENT NO. 3Credit Agreement • March 1st, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of March 19, 2014 (this “Agreement”), among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 42-44, Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S Luxembourg) under number B 172.865 (the “Lux Borrower”), Mallinckrodt CB LLC, a Delaware limited liability company (the “Co-Borrower”), the LENDERS party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • May 5th, 2015 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of January 20, 2015, is made by MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg having its registered office at 42-44, avenue de la Gare, L-1610 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 172.865 (the “Performance Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION, as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of itself, the Purchasers and their respective successors and assigns under the Note Purchase Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Note Purchase Agreement referred to below or, if not defi
CREDIT AGREEMENT Dated as of June 16, 2022 among MALLINCKRODT PLC, as the Parent, MALLINCKRODT INTERNATIONAL FINANCE S.A., as Lux Borrower, MALLINCKRODT CB LLC, as Co-Borrower, THE LENDERS PARTY HERETO, ACQUIOM AGENCY SERVICES LLC and SEAPORT LOAN...Credit Agreement • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of June 16, 2022 (this “Agreement”), among MALLINCKRODT PLC, a public limited company incorporated under the laws of Ireland with registered number 522227 (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 172.865 (the “Lux Borrower”), Mallinckrodt CB LLC, a Delaware limited liability company (the “Co-Borrower”), the LENDERS party hereto from time to time, ACQUIOM AGENCY SERVICES LLC (“Acquiom”) and SEAPORT LOAN PRODUCTS LLC (“Seaport”) as co-administrative agents (in such capacities, together with their successors and permitted assigns in such capacities, each a “Co-Administrative Agent” and together, the “Administrative Agent”) for the Lenders, an
MALLINCKRODT INTERNATIONAL FINANCE S.A. MALLINCKRODT CB LLC as Issuers and the Guarantors party hereto from time to time 10.000% Second Lien Senior Secured Notes due 2029 INDENTURE Dated as of June 16, 2022 Wilmington Savings Fund Society, FSB as...Supplemental Indenture • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of June 16, 2022, among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and being registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) (the “Luxembourg Register”) under number B-172865 (together with any successor thereto, the “Issuer”), MALLINCKRODT CB LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer (together with any successor thereto, the “US Co-Issuer” and together with the Issuer, the “Issuers”), which are wholly owned subsidiaries of MALLINCKRODT PLC, a public limited company incorporated under the laws of Ireland (the “Parent”), the Guarantors party hereto from time to time (as defined below) and Wilmington Savings Fund Society, FSB, as trustee (the “Second Lien Trustee”), Second Lien Collateral Agent, registrar and pa
MALLINCKRODT INTERNATIONAL FINANCE, S.A. MALLINCKRODT CB LLC as Issuers and the Guarantors party hereto from time to time 4.875% Senior Notes due 2020 5.500% Senior Notes due 2025 INDENTURE Dated as of April 15, 2015 and Deutsche Bank Trust Company...Supplemental Indenture • April 17th, 2015 • Mallinckrodt PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of April 15, 2015, among MALLINCKRODT INTERNATIONAL FINANCE, S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 42-44, avenue de la Gare, L-1610 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 172 865 (together with any successor thereto, the “Issuer”), MALLINCKRODT CB LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer (together with any successor thereto, the “US Co-Issuer”, and together with the Issuer, the “Issuers”), which are wholly owned subsidiaries of MALLINCKRODT PLC, a public limited company incorporated in Ireland (together with any successor thereto and subject to the terms of Section 4.02(c), the “Parent”), the Guarantors party hereto from time to time (as defined below) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Truste
DEED OF INDEMNIFICATIONDeed of Indemnification • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations
THIS DEED OF INDEMNIFICATION (this “Agreement”), dated as of ___________, 2022, is made by and between Mallinckrodt plc, a public limited company incorporated in Ireland, and _____ (“Indemnitee”).
SHARE PURCHASE AGREEMENT DATED AS OF AUGUST 24, 2016 by and among MALLINCKRODT CHEMICAL HOLDINGS (U.K.) LIMITED, MALLINCKRODT NETHERLANDS HOLDINGS B.V., GLO DUTCH BIDCO B.V. and GLO US BIDCO, LLCShare Purchase Agreement • August 24th, 2016 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
THIS SHARE PURCHASE AGREEMENT (the “Agreement”, as further defined below) is entered into as of this 24th day of August, 2016, by and among MALLINCKRODT CHEMICAL HOLDINGS (U.K.) LIMITED, a private limited company registered in England and Wales (the “Mallinckrodt UK”), MALLINCKRODT NETHERLANDS HOLDINGS B.V., a private company with limited liability formed under the laws of Netherlands (“Mallinckrodt Netherlands” and, together with Mallinckrodt UK, the “Sellers”), GLO Dutch Bidco B.V., a private company with limited liability formed under the laws of Netherlands (the “Netherlands Buyer”), and GLO US Bidco, LLC, a limited liability company formed under the laws of the state of Delaware (the “US Buyer” and, together with the Netherlands Buyer, the “Buyers”). Capitalized terms are defined in Article 1.
DEED OF INDEMNIFICATIONDeed of Indemnification • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations
THIS DEED OF INDEMNIFICATION (this “Agreement”), dated as of , is made by and between Mallinckrodt plc, an Irish public limited company, and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of , is made by and between Mallinckrodt Brand Pharmaceuticals, Inc., a Delaware corporation (“Brand Pharma”), and (“Indemnitee”).
INCREMENTAL ASSUMPTION AGREEMENT NO. 1Incremental Assumption Agreement • August 14th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • New York
INCREMENTAL ASSUMPTION AGREEMENT NO. 1, dated as of August 14, 2014 (this “Incremental Assumption Agreement No. 1”), to the Credit Agreement, dated March 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 42-44, Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 172.865 (the “Lux Borrower”), MALLINCKRODT CB LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Lux Borrower, the “Borrowers”), the LENDERS party thereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH,
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of July 28, 2017 by and among MALLINCKRODT SECURITIZATION S.À R.L., as Issuer, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Note Purchase Agreement • August 1st, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 28, 2017 by and among the following parties:
STOCK PURCHASE AGREEMENT dated as of March 5, 2015 by and among COMPOUND HOLDINGS I, LLC, COMPOUND HOLDINGS II, INC., MALLINCKRODT PLC (solely for purposes of Section 9.21) and MALLINCKRODT ENTERPRISES LLCStock Purchase Agreement • March 5th, 2015 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT, dated as of March 5, 2015 (this “Agreement”), is entered into by and among COMPOUND HOLDINGS II, INC., a Delaware corporation (the “Company”), COMPOUND HOLDINGS I, LLC, a Delaware limited liability company (“Seller”), Mallinckrodt plc, an Irish public limited company (“Parent”), solely for purposes of Section 9.21, and Mallinckrodt Enterprises LLC, a Delaware limited liability company (“Purchaser”). Defined terms used but not otherwise defined herein have the meanings set forth in Section 9.14.
AGREEMENT AND PLAN OF MERGER AMONG MALLINCKRODT PUBLIC LIMITED COMPANY, MADISON MERGER SUB, INC. and CADENCE PHARMACEUTICALS, INC. Dated as of February 10, 2014Agreement and Plan of Merger • February 11th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • October 13th, 2020 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “RSA” and, together with the Term Sheet (as defined below), this “Agreement”), dated as of October 11, 2020, is entered into by and among the following parties:1
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, dated as of August 30, 2023 (this “PSA Amendment”), by and among ST US AR FINANCE LLC, a Delaware limited liability company (the “Buyer”), MEH, INC., a Nevada corporation and the direct parent of the...Purchase and Sale Agreement • September 6th, 2023 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 16, 2022 is entered into among the various entities listed on Schedule I hereto or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), MEH, INC., a Nevada corporation (“MEH”), as the initial Servicer, and ST US AR FINANCE LLC, a Delaware limited liability company (the “Buyer”).
MALLINCKRODT INTERNATIONAL FINANCE S.A. MALLINCKRODT CB LLC as Issuers the Guarantors party hereto from time to time 14.750% First Lien Senior Secured Notes due 2028 INDENTURE Dated as of November 14, 2023 Wilmington Savings Fund Society, FSB, as...Indenture • November 15th, 2023 • Mallinckrodt PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of November 14, 2023, among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and being registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) (the “Luxembourg Register”) under number B 172865 (together with any successor thereto, the “Issuer”), MALLINCKRODT CB LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer (together with any successor thereto, the “US Co-Issuer” and together with the Issuer, the “Issuers”), which are wholly owned subsidiaries of MALLINCKRODT PLC, a public limited company incorporated under the laws of Ireland (the “Parent”), the Guarantors party hereto from time to time (as defined below), WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee (the “First Lien Trustee”), registrar and paying agent, and ACQUIOM AGENCY
AMENDMENT NO. 1 TO ABL CREDIT AGREEMENT, dated as of August 23, 2023 (this “Amendment”), by and among ST US AR FINANCE LLC, a Delaware limited liability company (the “Borrower”), the Lenders and L/C Issuers party hereto and BARCLAYS BANK PLC, as...Abl Credit Agreement • August 23rd, 2023 • Mallinckrodt PLC • Pharmaceutical preparations • New York
ABL CREDIT AGREEMENT, dated as of June 16, 2022 (this “Agreement”), among ST US AR FINANCE LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement as Lenders, the L/C Issuers from time to time parties to this Agreement and BARCLAYS BANK PLC, as administrative agent and collateral agent (together with its successors and permitted assigns in such capacities, the “Agent”).
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT Dated as of July 28, 2017 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, MALLINCKRODT LLC, as initial Servicer, and MALLINCKRODT SECURITIZATION S.À R.L., as BuyerPurchase and Sale Agreement • August 1st, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 28, 2017 is entered into among the various entities listed on Schedule I hereto or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), MALLINCKRODT LLC, as initial Servicer (as defined below) (“Mallinckrodt”), and MALLINCKRODT SECURITIZATION S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, the Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under number B 188808 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2023 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of November 14, 2023, by and among Mallinckrodt plc, an Irish public limited company (the “Company”), and the Initial Holders (as defined below).
SALE AGREEMENTSale Agreement • August 1st, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This Sale Agreement, dated as of July 28, 2017 (this “Agreement”), is between , a (the “Seller”), and MALLINCKRODT LLC, a Delaware limited liability company (the “Buyer”).
REFINANCING AMENDMENT NO. 1 AND INCREMENTAL ASSUMPTION AGREEMENT NO. 2And Incremental Assumption Agreement • August 28th, 2015 • Mallinckrodt PLC • Pharmaceutical preparations • New York
REFINANCING AMENDMENT NO. 1 AND INCREMENTAL ASSUMPTION AGREEMENT NO. 2, dated as of August 28, 2015 (this “Amendment”), to the Credit Agreement, dated March 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 42-44, Avenue de la Gare, L-1610 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 172.865 (the “Lux Borrower”), MALLINCKRODT CB LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Lux Borrower, the “Borrowers”), the LENDERS party thereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANC
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), is made by and among Sucampo Pharmaceuticals, Inc., a Delaware corporation (“Sucampo”), and (“Indemnitee”).
