FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO THE

NOTE PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of January 20, 2015, is entered into by and among the following parties:

(i) MALLINCKRODT SECURITIZATION S.À X.X., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg with its registered office at 00-00, xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx, with a share capital of USD20,100 and registered with the Luxembourg trade and companies register under number B 188808, as Issuer;

(ii) MALLINCKRODT LLC, as Servicer;

(iii) SUNTRUST BANK, as a Purchaser; and

(iv) PNC BANK, NATIONAL ASSOCIATION, as a Purchaser and as Administrative Agent.

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Note Purchase Agreement described below.

BACKGROUND

WHEREAS, the parties hereto have entered into a Note Purchase Agreement, dated as of July 28, 2014 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Note Purchase Agreement”) and desire to amend the Note Purchase Agreement as set forth herein;

WHEREAS, concurrently herewith and pursuant to that certain Joinder Agreement, dated as of the date hereof, Questcor Pharmaceuticals, Inc., is becoming a party to the Purchase and Sale Agreement, as an Originator thereunder (the “Questcor Joinder”);

WHEREAS, concurrently herewith, the parties hereto and the Originators are entering into the First Amendment to the Purchase and Sale Agreement, dated as of the date hereof (the “PSA Amendment”);

WHEREAS, concurrently herewith, Mallinckrodt LLC and Mallinckrodt APAP LLC are entering into a Sale Agreement, dated as of the date hereof (the “APAP Sale Agreement”);

WHEREAS, concurrently herewith, Mallinckrodt LLC and Mallinckrodt Nuclear Medicine LLC are entering into a Sale Agreement, dated as of the date hereof (the “Nuclear Medicine Sale Agreement”);

WHEREAS, concurrently herewith, the Parent and the Administrative Agent are entering into an Amended and Restated Performance Guaranty, dated as of the date hereof (the “A&R Performance Guaranty”);

WHEREAS, concurrently herewith, the parties hereto are entering into an Amended and Restated Fee Letter, dated as of the date hereof (the “A&R Fee Letter”); and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1.Amendments to the Note Purchase Agreement. The Note Purchase Agreement is hereby amended as follows:

(a)The following new defined term and definition thereof is hereby added to Section 1.01 of the Note Purchase Agreement in appropriate alphabetical order:

“Luxembourg GAAP” means generally accepted accounting principles in Luxembourg, applicable to the circumstances as of the date of determination, consistently applied.

“Subject Originator” means each Originator and Sub-Originator other than Questcor Pharmaceuticals, Inc.

(b)The definition of “Contractual Dilution Accrual” set forth in Section 1.01 of the Note Purchase Agreement is replaced in its entirety with the following:

“Contractual Dilution Accrual” means, at any time of determination, the aggregate amount of dilution or similar adjustments arising out of chargebacks, terms discounts, indirect rebates, direct rebates (net of any direct rebate recovery) and key promotional programs which are customary for the Subject Originators and specified in the related Contract or applicable marketing program related to the applicable Receivable and Obligor thereof that are expected by the Servicer to be made or otherwise incurred with respect to the then outstanding Pool Receivables as such expected dilution and similar adjustments are reflected on the books and records of the Subject Originators and reserved for by the Subject Originators, as determined in consultation with the external accountants of the Subject Originators and in accordance with the customary procedures established by the Subject Originators and such accountants.

(c)The definition of “LMIR” set forth in Exhibit I of the Receivables Purchase Agreement is amended by adding “the greater of (a) 0.00% and (b)” after “any day during any Interest Period”.

(d)The definition of “Facility Limit” set forth in set forth in Section 1.01 of the Note Purchase Agreement is amended by deleting the amount “$160,000,000” where it appears therein and substituting the amount “$250,000,000” therefor.

(e)The definition of “Sale Agreement” set forth in Section 1.01 of the Note Purchase Agreement is replaced in its entirety with the following:

“Sale Agreement” means, individually and collectively, each Sale Agreement, among a Sub-Originator and Mallinckrodt, as such agreement may be amended, supplemented or otherwise modified from time to time, substantially in the form of Exhibit J hereto, duly executed by each party thereto, and consented to in writing by the Administrative Agent and each Purchaser.

(f)The definition of “Sub-Originator” set forth in Section 1.01 of the Note Purchase Agreement is replaced in its entirety with the following:

“Sub-Originator” means, individually and collectively, each Subsidiary of Parent from time to time party to a Sale Agreement as a “Seller” thereunder.

(g)Clause (g) of Section 2.02 of the Note Purchase Agreement is amended by deleting the amount “$140,000,000” where it appears therein and substituting the amount “$50,000,000” therefor.

(h)Clause (i) of Section 7.01 of the Note Purchase Agreement is amended by deleting the word “GAAP” where it appears therein and substituting the phrase “Luxembourg GAAP” therefor.

(i)Clause (l) of Section 7.01 of the Note Purchase Agreement is replaced in its entirety with the following:

(l) Investment Company Act; Not a Covered Fund. The Issuer is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act, and the Issuer is not a “covered fund” under the Xxxxxxx Rule (Section 619 of the Xxxx‑Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations implemented thereunder).  In reaching those conclusions, although other statutory or regulatory exemptions may be available under the Investment Company Act, the Issuer has relied on Section 3(c)(5) of the Investment Company Act.

(j)Clause (c) of Section 8.01 of the Note Purchase Agreement is amended by deleting the word “GAAP” where it appears therein and substituting the phrase “Luxembourg GAAP” therefor.

(k)Sub-clause (i) of clause (c) of Section 8.01 of the Note Purchase Agreement is amended by deleting the word “GAAP” where it appears therein and substituting the phrase “Luxembourg GAAP” therefor.

(l)Section 14.21 of the Note Purchase Agreement is replaced in its entirety with the following:

Section 14.21. Post-Closing Covenants.

(a) On or prior to February 13, 2015, the Issuer and the Servicer shall, and shall instruct each Originator and Sub-Originator to, instruct all Obligors to cease delivering payments on the Pool Receivables to (i) any Lock-Box or Lock-Box Account maintained with JPMorgan Chase Bank, N.A. (each, a “JPMorgan Lock-Box” or “JPMorgan Lock-Box Account”, as applicable) or (ii) any account or related postal box at MUFG Union Bank, N.A. to which any of Questcor Pharmaceuticals, Inc.’s (“Questcor”) Obligors have been instructed to remit payments (each, a “Union Bank Postal Box” or “Union Bank Account”, as applicable) and, in each case, to instead deliver such payments to any other Lock-Box or Lock-Box Account.

(b) On or prior to the earlier of (i) May 31, 2015 and (ii) the date that the Issuer has knowledge that each Obligor has ceased delivering payments on the Pool Receivables to the JPMorgan Lock-Boxes and the JPMorgan Lock-Box Accounts, the Issuer shall close each JPMorgan Lock-Box and JPMorgan Lock-Box Account. Each of the Issuer and the Servicer hereby (i) consents to the termination by the Administrative Agent of that certain Lock-Box Agreement, dated as of the Closing Date (the “JPMorgan Lock-Box Agreement”), among JPMorgan Chase Bank, N.A., as Lock-Box Bank, the Issuer, the Servicer and the Administrative Agent, on the earlier of (A) May 31, 2015 and (B) the date that each JPMorgan Lock-Box and JPMorgan Lock-Box Account has been closed and (ii) agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to effect the termination of the JPMorgan Lock-Box Agreement.

(c) On or prior to the earlier of (i) May 31, 2015 and (ii) the date that the Issuer has knowledge that each Obligor has ceased delivering payments on the Pool Receivables to the Union Bank Postal Boxes and the Union Bank Accounts, the Issuer shall close each Union Bank Postal Box and Union Bank Account.

(d) Notwithstanding anything to the contrary set forth in this Agreement or the Purchase and Sale Agreement, the Administrative Agent and each Purchaser hereby agree that no Event of Default, Unmatured Event of Default, Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall occur prior to February 13, 2015 resulting solely from Questcor, the Servicer or any other Person directing the Obligor of any Pool Receivables that were originated by Questcor (the “Questcor Receivables”) to remit any payment with respect thereto into any Union Bank Postal Box or Union Bank Account (so long as such Union Bank Postal Box or Union Bank Account is not a Lock-Box or a Lock-Box Account, collectively, the “Non-Lock-Box Accounts”). The temporary waiver provided for in this Section 14.21(d) shall automatically terminate on February 13, 2015 without any required action on the part of any Person.

(e) Notwithstanding anything to the contrary set forth in this Agreement or the Purchase and Sale Agreement, (i) so long as both (A) no Event of Default or Unmatured Event of Default has occurred and is continuing and (B) the Issuer and the Servicer are in compliance in all respects with each of the requirements set forth in clauses (a), (c) and (d) of this Section 14.21 with respect to any Questcor Receivable, such Questcor Receivable shall be an Eligible Receivable for purposes of this Agreement and each of the other Transaction Documents, so long as such Questcor Receivable complies with each of the eligibility requirements set forth in the definition of “Eligible Receivable” (as defined in Section 1.01 of this Agreement) (other than the requirement set forth in clause (b) thereof to instruct the related Obligor to remit Collections in respect thereof directly to a Lock-Box or Lock-Box Account) and (ii) no Credit Party or Affected Person is hereby waiving or releasing, nor have they agreed to waive or release in the future, any right or claim to indemnification or reimbursement by, or damages from, any Originator, any Sub-Originator, the Servicer, the Issuer or any other Person under any Transaction Document, including without limitation, for any liability, obligation, loss, damage, penalty, judgment, settlement, cost, expense or disbursement resulting or arising directly or indirectly from Questcor Receivables being remitted to any Non-Lock-Box Account.

(m)Exhibit J attached hereto is added to the Note Purchase Agreement as Exhibit J thereto.

(n)Schedule I of the Note Purchase Agreement is replaced in its entirety with Schedule I attached hereto.

SECTION 2.Non-Ratable Advance. The parties hereto agree that this Section 2 constitutes an Advance Request pursuant to Section 2.02(a) of the Note Purchase Agreement (notwithstanding the non-ratable allocation among the Groups) and the Administrative Agent and the Purchasers waive any notice requirement set forth therein solely with respect to the Advance to occur on the date hereof. The Issuer hereby requests an Advance in the amount of $80,000,000 to be made on the date hereof (of which $53,450,000 will be funded by the PNC Group, and $26,550,000 will be funded by the SunTrust Group). The proceeds of such Advance should be deposited to the account so designated by the Issuer to the Purchasers in writing prior to the date hereof. After giving effect to such Advance, the Aggregate Note Balance will be $230,000,000, PNC’s Note Balance will be $147,200,000 and SunTrust’s Note Balance will be $82,800,000.

SECTION 3.Representations and Warranties of the Issuer and Servicer. Each of the Issuer and the Servicer hereby represents and warrants to the other parties hereto that the following statements shall be true and correct (the Issuer and the Servicer shall be deemed to have represented and warranted, as to itself only and not as to the other, that such statements are true and correct and as to clauses (c) through (e), such

representations and warranties by the Servicer shall be deemed to have been given to the knowledge of the Servicer):

(a)Representations and Warranties. Immediately after giving effect to this Amendment, the representations and warranties made by such Person in the Transaction Documents to which it is a party are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

(b)Enforceability. This Amendment and each other Transaction Document to which it is a party, as amended hereby, constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

(c)No Event of Default. No event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes an Event of Default or Unmatured Event of Default.

(d)Borrowing Base Deficit. No Borrowing Base Deficit exists or would exist after giving effect to the Advance requested pursuant to Section 2 above.

(e)Termination Date. The Termination Date has not occurred.

SECTION 4.Effect of Amendment. All provisions of the Note Purchase Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Note Purchase Agreement (or in any other Transaction Document) to “this Note Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Note Purchase Agreement shall be deemed to be references to the Note Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Note Purchase Agreement other than as set forth herein.

SECTION 5.Effectiveness. This Amendment shall become effective as of the date hereof upon the Administrative Agent’s receipt of:

(a)counterparts to this Amendment executed by each of the parties hereto;

(b)counterparts to the Questcor Joinder executed by each of the parties thereto;

(c)counterparts to the A&R Fee Letter executed by each of the parties thereto;

(d)counterparts to the PSA Amendment executed by each of the parties thereto;

(e)counterparts to the APAP Sale Agreement executed by each of the parties thereto;

(f)counterparts to the Nuclear Medicine Sale Agreement executed by each of the parties thereto;

(g)counterparts to the A&R Performance Guaranty executed by each of the parties thereto;

(h)confirmation that all fees owing under the A&R Fee Letter have been paid in accordance with its terms; and

(i)such other documents, agreements, certificates, opinions and instruments as the Administrative Agent may reasonably request prior to the date hereof.

SECTION 6.Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 7.Transaction Document. This Amendment shall be a Transaction Document for purposes of the Note Purchase Agreement.

SECTION 8.Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an

original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 9.GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

SECTION 10. CONSENT TO JURISDICTION.

(a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b)EACH OF THE ISSUER AND THE SERVICER CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SECTION 14.02 OF THE NOTE PURCHASE AGREEMENT. NOTHING IN THIS SECTION 10 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 11.Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Note Purchase Agreement or any provision hereof or thereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized officers as of the date first above written.

MALLINCKRODT SECURITIZATION S.À X.X.

By: /s/ Xxxxx Dhersin Luporsi

Name: Xxxxx Dhersin Luporsi

Title: Manager

MALLINCKRODT LLC,

as the Servicer

By: /s/ Xxxx Einwalter

Name: Xxxx Einwalter

Title: VP, Treasurer

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By: /s/ Xxxx X. Falcione

Name: Xxxx X. Falcione

Title: Executive Vice President

PNC BANK, NATIONAL ASSOCIATION,

as a Purchaser

By: /s/ Xxxx X. Falcione

Name: Xxxx X. Falcione

Title: Executive Vice President

SUNTRUST BANK,

as a Purchaser

By: /s/ Xxxxxxx Peden

Name: Xxxxxxx Peden

Title: Vice President

EXHIBIT J

Form of Sale Agreement

SCHEDULE I

Commitments

PNC Group
Party	Capacity	Maximum Commitment
PNC	Purchaser	$160,000,000

SunTrust Bank Group
Party	Capacity	Maximum Commitment
SunTrust Bank	Purchaser	$90,000,000