AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances • New York
This Amendment to Employment Agreement (“Amendment”) is entered into as of June 25, 2015, by and between Cesare Orlandi, an individual (“Employee”), and Lantheus Medical Imagining, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT June 25, 2015Shareholders Agreement • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances • New York
WHEREAS, the undersigned parties to this amendment (this “Amendment”) are parties to that certain Amended and Restated Shareholders Agreement, dated as of February 26, 2008 (as may be amended from time to time the “Agreement”), among (i) Lantheus Holdings, Inc. (f/k/a 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 “Management Shareholder” on the signature pages thereto or that has subsequently become a party to the Agreement as a “Management Shareholder” (each a “Management Shareholder” and, collectively, the “Management Shareholders”);
AFFIRMATION AND ASSUMPTION AGREEMENTAffirmation and Assumption Agreement • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances
This Affirmation and Assumption Agreement (this “Assumption Agreement”) is made as of June 25, 2015, by LANTHEUS HOLDINGS, INC., a Delaware corporation (“Target”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”) and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, if any, the “Administrative Agent”), and the Lenders, with reference to the following facts:
AMENDMENT TO THE EMPLOYEE SHAREHOLDERS AGREEMENT Dated June 25, 2015Employee Shareholders Agreement • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances • New York
WHEREAS, the undersigned parties to this amendment (this “Amendment”) are parties to that certain Employee Shareholders Agreement, dated as of May 8, 2008 (as may be amended from time to time, the “Agreement”), among (i) Lantheus Holdings, Inc. (f/k/a 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 an “Employee Shareholder” on the signature pages thereto or that has subsequently become a party to the Agreement as an “Employee Shareholder” (each an “Employee Shareholder” and, collectively, the “Employee Shareholders”);
TERM LOAN AGREEMENT among LANTHEUS MEDICAL IMAGING, INC., as Borrower, LANTHEUS HOLDINGS, INC., The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent and CREDIT...Guarantee and Collateral Agreement • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances • New York
TERM LOAN AGREEMENT, dated as of June 30, 2015, among LANTHEUS MEDICAL IMAGING, INC., a Delaware corporation (the “Borrower”), LANTHEUS HOLDINGS, INC., a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties hereto, as Lenders, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Amendment to Employment Agreement (“Amendment”) is entered into as of June 25, 2015, by and between Jeffrey Bailey, an individual (“Employee”), and Lantheus Medical Imagining, Inc., a Delaware corporation (the “Company”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 25, 2015, among Lantheus Holdings, Inc. (the “Parent Guarantor”), an indirect parent of Lantheus Medical Imaging, Inc., a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 30, 2015 by and among LANTHEUS MEDICAL IMAGING, INC., as Borrower, LANTHEUS HOLDINGS, INC. AND EACH OF ITS SUBSIDIARIES LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors,...Credit Agreement • June 30th, 2015 • Lantheus Holdings, Inc. • In vitro & in vivo diagnostic substances • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 30, 2015, by and among LANTHEUS HOLDINGS, INC., a Delaware corporation (“Holdings”), LANTHEUS MEDICAL IMAGING, INC., a Delaware corporation (the “Borrower), each subsidiary of Holdings listed as a “Guarantor” on the signature pages hereto (together with Holdings, each a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and individually and collectively, the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”) and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, if any, the “Administrative Agent”), and Wells Fargo, as sole lead arranger
