EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), dated and effective as of June 16, 2022 (the “Effective Date”), is entered into by and between Mallinckrodt plc, a public company with limited liability incorporated in Ireland, or any successor thereto (the “Company”), and Sigurdur Olafsson (the “Executive”).
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
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”).
PURCHASE AND SALE AGREEMENT Dated as of June 16, 2022 among THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, MEH, INC., as Servicer, and ST US AR FINANCE LLC, as BuyerPurchase and Sale Agreement • June 22nd, 2022 • 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”).
ABL CREDIT AGREEMENT dated as of June 16, 2022, among ST US AR FINANCE LLC, as the Borrower, THE LENDERS AND L/C ISSUERS PARTY HERETO and BARCLAYS BANK PLC, as Agent BARCLAYS BANK PLC, DEUTSCHE BANK AG NEW YORK BRANCH, MORGAN STANLEY BANK, N.A., and...Abl Credit Agreement • June 22nd, 2022 • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2022 • 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 June 16, 2022, by and among Mallinckrodt plc, an Irish public limited company (the “Company”), and the Initial Holder (as defined below).
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”).
MALLINCKRODT INTERNATIONAL FINANCE S.A. MALLINCKRODT CB LLC as Issuers and the Guarantors party hereto from time to time 11.500% First Lien Senior Secured Notes due 2028 INDENTURE Dated as of June 16, 2022 Wilmington Savings Fund Society, FSB as First...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), DEUTSCHE BANK AG NEW YORK BRANCH, as First Lien Collateral Agent, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee (the “Fi
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”) dated as of June 16, 2022, among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of 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 (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”), Deutsche Bank AG New York Branch, as First Lien Collateral Agent (the “First Lien Collateral Agent”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee under the Indenture referred to below (the “First Lien Trustee”).
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASESeparation of Employment Agreement and General Release • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • Missouri
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is by and between Mark Trudeau (“Executive”) and ST Shared Services LLC (the “Company”) (collectively, Executive and the Company shall be referred to herein as the “Parties” and one of the Parties shall be referred to herein as a “Party”).
OPIOID DEFERRED CASH PAYMENTS AGREEMENTOpioid Deferred Cash Payments Agreement • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • New York
OPIOID DEFERRED CASH PAYMENTS AGREEMENT dated as of June 16, 2022 (this “Agreement”), among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the “Parent”), MALLINCKRODT LLC, a Delaware limited liability company (“MLLC”), SPECGX HOLDINGS LLC, a New York limited liability company (“SpecGx Holdings”), SPECGX LLC, a Delaware limited liability company (“SpecGx”), and the Opioid Master Disbursement Trust II established pursuant to the terms of the Plan of Reorganization (as defined below) (the “Opioid Trust”).
PURCHASE AGREEMENTPurchase Agreement • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This Purchase Agreement (together with the exhibits, annexes and schedules attached hereto, this “Agreement”), dated as of June 15, 2022, is by and among (x) Mallinckrodt International Finance S.A., a société anonyme existing under the laws of Luxembourg (“MIFSA”), Mallinckrodt CB LLC, a Delaware limited liability company (together with MIFSA, the “Issuers”), and Mallinckrodt plc, a public limited company incorporated in Ireland and the ultimate parent entity of the Issuers (“Mallinckrodt Parent” and, together with the Issuers, the “Mallinckrodt Parties”) and (y) each undersigned purchaser (each, a “Purchaser,” and collectively, the “Purchasers”) of the New Notes (as defined below). The Mallinckrodt Parties and the Purchasers are referred to herein collectively as the “Parties.”
WARRANT AGREEMENT BETWEEN MALLINCKRODT PLC, AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS WARRANT AGENT June 16, 2022Warrant Agreement • June 22nd, 2022 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This Warrant Agreement (this “Agreement”), is entered into as of June 16, 2022, between Mallinckrodt plc, public limited company incorporated in Ireland having registered number 522227 (the “Company”) and Computershare Inc., a Delaware corporation, (“Computershare”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (collectively, the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 30.
