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 2023Mallinckrodt PLC • July 1st, 2013 • 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”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Separation and Distribution Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 28, 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 JUNE 28, 2013Transition Services Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations
This TRANSITION SERVICES AGREEMENT, dated as of June 28, 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”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Employee Matters Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
THIS EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Covidien and Mallinckrodt are also referred to in this Agreement individually as, a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article II.
DEED OF INDEMNIFICATIONDeed of Indemnification • July 1st, 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 • July 1st, 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 PLC and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of June 28, 2013Rights Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations • New York
Rights Agreement (the “Agreement”), executed as a Deed Poll, dated as of June 28, 2013, between Mallinckrodt plc, an Irish public limited company (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
