LANTHEUS MEDICAL IMAGING, INC., as Issuer, GUARANTORS NAMED HEREIN, as Guarantors, and WILMINGTON TRUST FSB, as TrusteeSupplemental Indenture • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
INDENTURE, dated as of May 10, 2010 (this “Indenture”), among LANTHEUS MEDICAL IMAGING, INC., a Delaware corporation (the “Issuer”), having its principal office at 331 North Treble Cove Road, Building 600, North Billerica, Massachusetts, LANTHEUS MI INTERMEDIATE, INC., a Delaware corporation (“Parent”), certain of the Issuer’s Subsidiaries, each named in the signature pages hereto (Parent and each such Subsidiary, a “Guarantor” and, collectively, the “Guarantors”), and WILMINGTON TRUST FSB, a federal savings bank, as trustee for the Holders of the Notes (as defined herein) (in such capacity, the “Trustee”).
LANTHEUS MEDICAL IMAGING, INC. $250,000,000 9.750% of Senior Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
Lantheus Medical Imaging, Inc., a Delaware corporation (the “Company”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated May 4, 2010, by and among Lantheus Medical Imaging, Inc., the Initial Purchasers and the Guarantors named therein (the “Purchase Agreement”), $250,000,000 in aggregate principal amount of 9.750% Senior Notes due 2017 issued by the Company (the “Notes”) pursuant to the Indenture (as described below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment, subject to the consummation of the transactions contemplated in the Stock and Asset Purchase Agreement among Bristol-Myers Squibb Company, ACP Lantern Holdings Inc. (the “Holdings”) and the Company, dated as of December 16, 2007 (the “Purchase Agreement”);
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
This ADVISORY SERVICES AND MONITORING AGREEMENT (this “Agreement”) is entered into as of January 8, 2007, by and between ACP Lantern Acquisition, Inc., a Delaware corporation (the “Company”), Avista Capital Holdings, LP, a Delaware limited partnership (“Advisor”).
January 4, 2009 Lantheus Medical Imaging, Inc. Attention: Don Kiepert, Chief Executive Officer Dear Don:Lantheus MI Intermediate, Inc. • October 6th, 2010 • New York
This letter agreement amends the Employment Agreement between Larry Pickering and Lantheus Medical imaging, Inc. (the “Company”), dated as of March 4, 2008, and amended as of January 1, 2009 (the “Employment Agreement”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of February 26, 2008 among LANTHEUS MI HOLDINGS, INC., AVISTA CAPITAL PARTNERS, LP, AVISTA CAPITAL PARTNERS (OFFSHORE), LP, ACP-LANTERN CO-INVEST, LLC and CERTAIN MANAGEMENT SHAREHOLDERS NAMED HEREINShareholders’ Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of February 26, 2008 (this “Agreement”), by and among (i) Lantheus MI Holdings, Inc., a Delaware corporation (the “Company”), (ii) Avista Capital Partners, LP, a Delaware limited partnership, Avista Capital Partners (Offshore), LP, a Delaware limited partnership and ACP-Lantern Co-Invest, LLC, a Delaware limited liability company (each of the foregoing in this clause (ii), an “Avista Entity” and, collectively, the “Avista Entities”), and (iii) certain other Persons listed on Schedule A attached hereto, as may be updated from time to time pursuant to the provisions hereof (each a “Management Shareholder” and, collectively, the “Management Shareholders”). For purposes of this Agreement, “Avista Entities” and “Management Shareholders” shall each mean, if such Persons shall have Transferred any of their “Company Securities” to any of their respective “Permitted Transferees” (as such terms are defined below), such Persons and such
LANTHEUS MI HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN OPTION GRANT AWARD AGREEMENTThis Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [ ], 2008 (the “Grant Date”), between Lantheus MI Holdings, Inc., a Delaware corporation (the “Company”), and [Name of Grantee], who is an employee of the Company or one of its Subsidiaries (the “Grantee”). Capitalized terms, unless defined in Section 10 or a prior section of this Agreement, shall have the same meanings as in the Plan (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF ACP Lantern Real Estate, LLCLimited Liability Company Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of ACP Lantern Real Estate, LLC (the “Company”) is entered into this 19th day of December, 2007 by ACP Lantern Acquisition, Inc. (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
EMPLOYEE SHAREHOLDERS AGREEMENT dated as of May 30, 2008 among LANTHEUS MI HOLDINGS, INC., AVISTA CAPITAL PARTNERS, L.P., AVISTA CAPITAL PARTNERS (OFFSHORE), L.P., ACP-LANTERN CO-INVEST LLC and CERTAIN EMPLOYEE SHAREHOLDERS NAMED HEREINEmployee Shareholders Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
This EMPLOYEE SHAREHOLDERS’ AGREEMENT, dated as of May 30, 2008 (this “Agreement”), by and among (i) Lantheus MI Holdings, Inc., a Delaware corporation (the “Company”), (ii) Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore), L.P., a Delaware limited partnership and ACP-Lantern Co-Invest LLC, a Delaware limited liability company (each of the foregoing in this clause (ii), an “Avista Entity” and, collectively, the “Avista Entities”), and (iii) each Person listed as a “Employee Shareholder” on the signature pages hereto and each party who from time to time executes and delivers a Joinder Agreement after the date hereof (each a “Employee Shareholder” and, collectively, the “Employee Shareholders”). For purposes of this Agreement, “Avista Entities” and “Employee Shareholders” shall each mean, if such Persons shall have Transferred any of their “Company Securities” to any of their respective “Permitted Transferees” (as such terms are defined be
CREDIT AGREEMENT Dated as of May 10, 2010 by and among LANTHEUS MEDICAL IMAGING, INC., as Borrower, LANTHEUS MI INTERMEDIATE, INC. AND EACH OF ITS SUBSIDIARIES LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME...Credit Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
Credit Agreement, dated as of May 10, 2010, by and among Lantheus MI Intermediate, Inc., a Delaware corporation (the “Parent”), Lantheus Medical Imaging, Inc., a Delaware corporation (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Harris N.A., as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and Bank of Montreal, as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), Bank of Montreal and NATIXIS as joint bookrunners (in such capacity, the “Joint Bookrunners””, Bank of Montreal and NATIXIS as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”), NATIXIS as syndication agent
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
PLEDGE AND SECURITY AGREEMENT, dated as of May 10, 2010, made by each of the Grantors listed on the signature pages hereto (together with each other person that executes a supplement hereto and becomes an “Additional Grantor” hereunder, each a “Grantor” and collectively, jointly and severally, the “Grantors”), in favor of Harris N.A., in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2010 • Lantheus MI Intermediate, Inc. • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated March 4, 2008 by and between Lantheus Medical Imaging, Inc., a Delaware corporation (the “Company”) and Larry Pickering (“Executive”).
