EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AFFIRMATION AND ASSUMPTION AGREEMENT 

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: 
 A. Pursuant to that certain Amended and
Restated Credit Agreement, dated as of July 3, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among LANTHEUS MI INTERMEDIATE, INC., a Delaware
corporation (“Parent”), LANTHEUS MEDICAL IMAGING, INC., a Delaware corporation (“Borrower”), the lenders from time to time party thereto (each, a “Lender” and individually and collectively,
the “Lenders”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent, each, a “Guarantor” and individually and collectively, jointly and severally,
the “Guarantors”; Borrower and Guarantors, each a “Loan Party” and individually and collectively, jointly and severally, the “Loan Parties”), the Collateral Agent, and the Administrative Agent, the
Lenders have agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof. 

B. Parent has executed and delivered certain Loan Documents pursuant to which it is a Loan Party under such Loan Documents. 

C. Pursuant to that certain Agreement and Plan of Merger, dated as of June 25, 2015 (the “Merger Agreement”), by and
between Parent and Target, Parent will be merged with and into Target, with Target being the survivor of such merger. 
 D. Pursuant to that
certain Certificate of Merger filed on June 25, 2015 with the Secretary of State of the State of Delaware (the “Merger Certificate”), Parent has merged with and into Target, with Target as the surviving entity of such merger
(the “Merger”). 
 E. In order to clarify further the effect of the Merger Agreement, the Merger, and the Merger
Certificate on the Loan Documents, the Secured Parties have required that Target, and Target desires to, execute and deliver this Assumption Agreement in favor and for the benefit of the Secured Parties. 

F. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Target hereby agrees in
favor of and for the benefit of the Secured Parties as follows: 
 1. Prior to the filing of the Certificate of Merger with the Secretary of
State of the State of Delaware, Parent was a Guarantor and a party to the Credit Agreement, the Security Agreement, the Grant of Security Interest – Trademarks (as amended, restated, supplemented, or otherwise modified from time to time), and
the Grant of Security Interest – Patents (as amended, restated, supplemented, or otherwise modified from time to time). 







 2. Target hereby affirms that upon the consummation of the Merger, Target became a Guarantor and
assumed, was subject to, bound by, and liable for, all of the obligations and liabilities of Parent under the Loan Documents in the same manner as if Target itself had incurred them. Target further confirms that it is a Guarantor and is subject to,
bound by, and liable for, all of the obligations and liabilities of Parent under the Loan Documents in the same manner as if Target itself had incurred them. 

3. Target hereby ratifies each of the Loan Documents to which Parent was a party, the transactions contemplated therein and all actions
heretofore taken by Parent in connection therewith. 
 4. Target hereby agrees that all rights of the Administrative Agent, the Collateral
Agent, and the Lenders, and all Liens of the Collateral Agent on the Collateral (as defined in the Security Agreement) provided by Parent shall be preserved unimpaired by the Merger. 

5. Target hereby agrees that Target shall be subject to and bound by each of the Loan Documents, as amended, restated, supplemented, or
otherwise modified from time to time, to which Parent is a party (including the provisions thereof granting collateral security to the Collateral Agent for the benefit of the Secured Parties) and further agrees that all rights, properties and assets
of Target constituting Collateral (whether acquired by Target or Parent prior to the Merger or thereafter or hereafter acquired by Target) shall serve as collateral security for all of its obligations under the Loan Documents to the fullest extent
set forth in the Loan Documents. 
 6. Target, jointly and severally with each other Guarantor, hereby irrevocably and unconditionally
guaranties the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Guaranteed Obligations, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents,
the Lenders, and the L/C Issuer in enforcing any rights under the guaranty set forth in ARTICLE XI of the Credit Agreement. Without limiting the generality of the foregoing, Target’s liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by Borrower to the Agents, the Lenders, and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an
Insolvency Proceeding involving Borrower. Each reference to a “Guarantor” or a “Loan Party” in the Credit Agreement and the other Loan Documents shall be deemed to include Target. Further, each reference to “Parent” in
the Credit Agreement and the other Loan Documents shall be deemed to refer to Target. 
 7. Target hereby pledges and assigns to the
Collateral Agent (and its agents and designees), and grants to the Collateral Agent (and its agents and designees), for the benefit of the Secured Parties, a continuing security interest in and to all of Target’s right, title, and interest in
and to the Collateral. Each reference to a “Grantor” in the Security Agreement shall be deemed to include Target. 
 8. The
parties hereto agree that the Schedules attached hereto as Exhibit A supplement each respective schedule to the Credit Agreement and shall be deemed a part thereof for all purposes of the Credit Agreement. 

9. Target hereby agrees to execute and deliver all agreements, documents, and instruments and to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary or desirable, as determined by the Administrative Agent or the Collateral Agent, as applicable, in their reasonable discretion, to ensure that Target’s ownership interest in the Collateral is
subject to the Collateral Agent’s Liens pursuant to the Loan Documents and to further effect and carry out the agreements and covenants of Target herein. 

  
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 10. This Assumption Agreement shall be binding upon Target and its successors and assigns, and
shall inure to the benefit of each Secured Party and each of their respective successors and assigns. 
 11. THIS ASSUMPTION AGREEMENT SHALL
BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, CONSENT TO JURISDICTION, SERVICE OF PROCESS AND VENUE, JUDICIAL REFERENCE, AND WAIVER OF JURY TRIAL SET FORTH IN SECTION 12.09 THROUGH SECTION 12.11 OF THE CREDIT
AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 
 [SIGNATURE
PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the undersigned has caused an authorized officer thereof to execute and
deliver this Assumption Agreement as of the day and year first above-written. 
  

					
	LANTHEUS HOLDINGS, INC., a Delaware corporation
		
	By:		 /s/ John Bakewell

			Name:		John Bakewell
			Title:		Chief Financial Officer and Treasurer


  

  

[SIGNATURE PAGE TO SECOND REAFFIRMATION OF
LOAN DOCUMENTS] 









					
	Acknowledged and Agreed:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	a national banking association, as the Collateral Agent and the Administrative Agent
		
	By:		 /s/ Scott Sanford

			Name:		Scott Sanford
			Title:		Its Authorized Signatory


  

[SIGNATURE PAGE TO SECOND REAFFIRMATION OF
LOAN DOCUMENTS] 








 EXHIBIT A 

SUPPLEMENTAL SCHEDULES TO CREDIT AGREEMENT 

See attached. 







 Schedule 6.01(e) Subsidiaries 

 

					
	 Subsidiary Name
	  	Jurisdiction of
Organization	  	 Ownership of outstanding Capital
Stock

	 Lantheus Medical Imaging, Inc.
	  	Delaware	  	100% owned by Lantheus Holdings, Inc.








 Schedule 6.01(f) Litigation; Commercial Tort Claims 

None. 







 Schedule 6.01(i) ERISA 

None. 







 Schedule 6.01(n) Real Property 

None. 







 Schedule 6.01(q) Insurance 

Lantheus Holdings, Inc. 
 331 Treble Cove Road 

North Billerica, MA 01862 USA 
  

					
	 Type of Insurance
	  	 Company
	  	 Policy Number

	Property – Global	  	American Home Assurance Company	  	21565733
	Property – Canadian	  	American Home Assurance Company	  	21565733
	Stop Gas – Puerto Rico	  	Mapfire Praico Insurance Company	  	1225148000446
	Umbrella	  	National Union Fire Insurance Company of Pittsburgh, PA	  	BE017101430
	Excess Liability	  	Navigators Insurance Company	  	NY15EXR746560IV
	Excess Products & Professional Liability	  	Ironshore Specialty Insurance Company	  	1283003
	Excess Products & Professional Liability	  	Navigators Specialty Insurance Company	  	PH15LEX072200NC
	Excess Products & Professional Liability	  	Syndicates 2623/623 at Lloyd’s (Beazley)	  	W17B26150101
	Excess Products & Professional Liability	  	Indian Harbor Insurance Company	  	SXS003987502
	Excess Products & Professional Liability	  	LifeScienceRisk	  	LSR-XS-00056-15
	Primary D&O and Fiduciary Liability	  	AIG Specialty Insurance Company	  	02-834-89-15
	Excess D&O	  	Berkley Insurance Company	  	18013383
	Excess D&O	  	National Union Fire Insurance Company of Pittsburgh, PA	  	02-841-30-20
	D&O Excess - Side A Only	  	Zurich American Insurance Company	  	DOC 9380162-06
	Employment Practices	  	National Union Fire Insurance Company of Pittsburgh, PA	  	28348913
	Employment Practices	  	National Union Fire Insurance Company of Pittsburgh, PA	  	28348921
	Special Coverage (K&R)	  	National Union Fire Insurance Company of Pittsburgh, PA	  	17-724-061








 Schedule 6.01(y)(i) Name; Jurisdiction of Organization; Organizational ID Number; 

Chief Place of Business; Chief Executive Office; Federal Employer Identification Number 

 

									
	 Name
	 	 Jurisdiction of

Organization
	 	 Organizational

ID Number
	 	 Chief Executive Office
	 	 FEIN

	Lantheus Holdings, Inc.	 	Delaware	 	4465397	 	 331 Treble Cove Road
 North Billerica, MA
01862
	 	32-2318913








 Schedule 7.02(a) Existing Liens 

None. 







 Schedule 7.02(b) Existing Indebtedness 

None. 







 Schedule 7.02(c) – Permitted Dispositions 

None. 







 Schedule 7.02(e) Existing Investments 

Investments listed on Schedule 6.01(e). 







 Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions 

None.