AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT
AND THE COLLATERAL AGENT TO ENTER INTO THE ABL INTERCREDITOR AGREEMENT AS "TERM
LOAN AGENT" ON BEHALF OF SUCH LENDER. THE PROVISIONS OF THIS SECTION 11.18 ARE
NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE ABL INTERCREDITOR
AGREEMENT. REFERENCE MUST BE MADE TO THE ABL INTERCREDITOR AGREEMENT ITSELF TO
UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR
MAKING ITS OWN ANALYSIS AND REVIEW OF EACH OF THE ABL INTERCREDITOR AGREEMENT
AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY
LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE
ABL INTERCREDITOR AGREEMENT. THE PROVISIONS OF THIS SECTION 11.18 ARE INTENDED
AS AN INDUCEMENT TO THE LENDERS UNDER THE ABL CREDIT AGREEMENT TO EXTEND CREDIT
THEREUNDER AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH
PROVISIONS AND THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT.
11.19 Conflicts. Notwithstanding anything to the contrary contained herein or in
any other Loan Document, in the event of any conflict or inconsistency between
this Agreement and any other Loan Document, the terms of this Agreement shall
govern and control.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
108
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
LANTHEUS MEDICAL IMAGING, INC., as Borrower By:
/s/ John Bakewell
Name: John Bakewell Title: Chief Financial Officer and Treasurer
LANTHEUS HOLDINGS, INC.,
as Holdings
By:
/s/ John Bakewell
Name: John Bakewell Title: Chief Financial Officer and Treasurer
[SIGNATURE PAGE TO TERM LOAN AGREEMENT (LANTHEUS 2015)]
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral
Agent and a Lender By:
/s/ Bill O'Daly
Name: Bill O'Daly Title: Authorized Signatory By:
/s/ Bill O'Daly
Name: Bill O'Daly Title: Authorized Signatory
[SIGNATURE PAGE TO TERM LOAN AGREEMENT (LANTHEUS 2015)]
Schedule 1.1
COMMITMENTS
Term Lenders
Term Commitment
Credit Suisse AG, Cayman Islands Branch
$ 365,000,000
Total:
$ 365,000,000
1
Schedule 5.4
CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES
None.
2
Schedule 5.15
SUBSIDIARIES
(a) Subsidiaries:
Entity Name
Owner
Jurisdiction
Ownership
Percentage
Lantheus Medical Imaging, Inc.
Lantheus Holdings, Inc.
Delaware
100 %
Lantheus MI Real Estate, LLC
Lantheus Medical Imaging, Inc.
Delaware
100 %
Lantheus MI Radiopharmaceuticals, Inc.
Lantheus Medical Imaging, Inc.
Puerto Rico
100 %
Lantheus MI Australia Pty Ltd.
Lantheus Medical Imaging, Inc.
Victoria, Australia
100 %
Lantheus MI Canada, Inc.
Lantheus Medical Imaging, Inc.
Ontario, Canada
100 %
Lantheus MI UK Limited
Lantheus Medical Imaging, Inc.
England and Wales
100 %
(b) Joint Ventures: None.
(c) Unrestricted Subsidiaries: None.
3
Schedule 5.19
UCC FILING JURISDICTIONS
Entity Name
Jurisdiction of
Organization
Filing Office Lantheus Holdings, Inc.
Delaware
Secretary of State
Lantheus Medical Imaging, Inc.
Delaware
Secretary of State Lantheus MI
Real Estate, LLC
Delaware
Secretary of State
4
Schedule 7.10
REAL ESTATE POST-CLOSING REQUIREMENTS
Real