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
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).
FIRST LIEN INTERCREDITOR AGREEMENT among MALLINCKRODT PLC, as the Parent, MALLINCKRODT INTERNATIONAL FINANCE S.A., as the Lux Borrower, MALLINCKRODT CB LLC, as the Co-Borrower, the other Grantors from time to time party hereto, ACQUIOM AGENCY SERVICES...First Lien Intercreditor Agreement • November 15th, 2023 • Mallinckrodt PLC • Pharmaceutical preparations • New York
FIRST LIEN INTERCREDITOR AGREEMENT, dated as of November 14, 2023 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among MALLINCKRODT PLC, a public limited company incorporated in Ireland (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (societe anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 124, boulevard de la Petrusse, 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” and, together with the Lux Borrower, the “Borrowers”), the other Grantors (as defined below) from time to time party hereto, ACQUIOM AGENCY SERVICES LLC (“Acquiom”), as collateral agent for the Pari Passu Secured Parties (as defined below) (in such capacity
CREDIT AGREEMENT Dated as of November 14, 2023 among MALLINCKRODT PLC, as the Parent, MALLINCKRODT INTERNATIONAL FINANCE S.A., as Lux Borrower, MALLINCKRODT CB LLC, as Co-Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, ACQUIOM AGENCY SERVICES...Mortgage, Security Agreement • November 15th, 2023 • Mallinckrodt PLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of November 14, 2023 (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
CONTINGENT VALUE RIGHT AGREEMENT BETWEEN MALLINCKRODT PLC, AND OPIOID MASTER DISBURSEMENT TRUST II November 14, 2023Contingent Value Right Agreement • November 15th, 2023 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This Contingent Value Right Agreement (this “CVR Agreement”), is entered into as of November 14, 2023, between Mallinckrodt plc, a public limited company incorporated in Ireland having registered number 522227 (the “Company”) and Opioid Master Disbursement Trust II, the master disbursement trust referred to in the Plan as MDT II (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 22.
