MALLINCKRODT INTERNATIONAL FINANCE S.A. MALLINCKRODT CB LLC as Issuers and the Guarantors party hereto from time to time INDENTUREIndenture • April 7th, 2020 • Mallinckrodt PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of April 7, 2020, among MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg and being registered with the Luxembourg Register of Commerce and Companies under number B 172865 (together with any successor thereto, the “Issuer”), MALLINCKRODT CB LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer (together with any successor thereto, the “US Co-Issuer” and together with the Issuer, the “Issuers”), which are wholly owned subsidiaries of MALLINCKRODT PLC, a public limited company incorporated in Ireland (the “Parent”), the Guarantors party hereto from time to time (as defined below), Deutsche Bank AG New York Branch, as First Lien Collateral Agent, and Wilmington Savings Fund Society, FSB, as trustee (the “First Lien Trustee”), registrar and paying age
EXCHANGE AGREEMENTExchange Agreement • April 7th, 2020 • Mallinckrodt PLC • Pharmaceutical preparations • New York
This Exchange Agreement (together with the exhibits, annexes and schedules attached hereto, this “Agreement”), dated as of April 7, 2020, is by and among (x) Mallinckrodt International Finance S.A., a société anonyme existing under the laws of Luxembourg (“MIFSA”), Mallinckrodt CB LLC, a Delaware limited liability company (“U.S. Co-Issuer” and, together with MIFSA, the “Issuers”), and Mallinckrodt plc, a public limited company incorporated in Ireland and the ultimate parent entity of the Issuers (“Mallinckrodt Parent” and, together with the Issuers, the “Mallinckrodt Parties”) and (y) each undersigned holder (each, a “Noteholder Party”, and collectively, the “Noteholder Parties”) of certain 4.875% Senior Notes due 2020 (the “Existing Notes”) issued by MIFSA and U.S. Co-Issuer under that certain indenture governing the Existing Notes (the “Existing Indenture”). The Mallinckrodt Parties and the Noteholder Parties are referred to herein collectively as the “Parties.”
