CREDIT AGREEMENT dated as of March 25, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., Borrower from the Effective Date, MALLINCKRODT PLC, Parent Guarantor The LENDERS Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, Administrative...Credit Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of March 25, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme), having its registered office at 3b boulevard Prince Henri, L-1724 Luxembourg, registered with the Luxembourg trade and companies register under number B.172865, the LENDERS party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, and, from the Effective Date, MALLINCKRODT PLC.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated April 11, 2013 (this “Agreement”) is entered into by and among Mallinckrodt International Finance S.A., a Luxembourg public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 3b, boulevard Prince Henri, L-1724 Luxembourg and being registered with the Luxembourg Trade and Companies Register under the number B 172865 (the “Company”) and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF [—], 2013Separation and Distribution Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—], 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Mallinckrodt and Covidien are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF [—], 2013Transition Services Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations
This TRANSITION SERVICES AGREEMENT, dated as of [—], 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Covidien and Mallinckrodt (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
TAX MATTERS AGREEMENTTax Matters Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations
This Tax Matters Agreement (this “Agreement”) is entered into as of [—], 2013 between Covidien plc, a corporation organized under the laws of Ireland (“Covidien”), and Mallinckrodt plc, a corporation organized under the laws of Ireland (“Mallinckrodt” and, together with Covidien, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between Covidien and Mallinckrodt (the “Distribution Agreement”).
DEED OF INDEMNIFICATIONDeed of Indemnification • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations
THIS DEED OF INDEMNIFICATION (this “Agreement”), dated as of , is made by and between Mallinckrodt plc, an Irish public limited company, and (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of , is made by and between Mallinckrodt Brand Pharmaceuticals, Inc., a Delaware corporation (“Brand Pharma”), and (“Indemnitee”).
MALLINCKRODT INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN INTERNATIONAL FINANCE S.A., as Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of April 11, 2013 3.500% SENIOR NOTES DUE 2018 4.750% SENIOR NOTES DUE 2023Indenture • May 8th, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
THIS INDENTURE is dated as of April 11, 2013 among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 3b, boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under the number B 172865 (the “Company”), COVIDIEN INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 3b, boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under the number B 123527 (“CIFSA”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
