0001193125-14-284964 Sample Contracts

PERFORMANCE GUARANTY
Performance Guaranty • July 30th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • New York

This PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of July 28, 2014, 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-1601 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 defined therein, the respec

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NOTE PURCHASE AGREEMENT Dated as of July 28, 2014 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, and MALLINCKRODT LLC,...
Note Purchase Agreement • July 30th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • New York

This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 28, 2014 by and among the following parties:

PURCHASE AND SALE AGREEMENT Dated as of July 28, 2014 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, MALLINCKRODT LLC, as initial Servicer, and MALLINCKRODT SECURITIZATION S.À R.L., as Buyer
Purchase and Sale Agreement • July 30th, 2014 • 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 July 28, 2014 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 42-44 rue de la Gare, L-1610, the Grand Duchy of Luxembourg, in the process of registration with the Luxembourg trade and companies register and having a share capital of $20,100 (the “Buyer”).

SALE AGREEMENT
Sale Agreement • July 30th, 2014 • Mallinckrodt PLC • Pharmaceutical preparations • New York

This Sale Agreement, dated as of July 28, 2014 (this “Agreement”), is between LIEBEL-FLARSHEIM COMPANY LLC, a Delaware limited liability company (the “Seller”), and MALLINCKRODT LLC, a Delaware limited liability company (the “Buyer”).

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