INVESTMENTS
1. Investments listed on Schedule 5.15.
2. Guarantee by Lantheus Holdings, Inc. of obligations under that certain Lease
Agreement, dated as of February 15, 1995 (as amended, restated amended and
restated, supplemented and/or otherwise modified from time to time), by and
among Lantheus MI Canada, Inc., as assignee of the lease, and Tealco Management
Inc., as landlord.
8
Schedule 8.9
TRANSACTIONS WITH AFFILIATES
None.
9
Schedule 8.14
CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS
None.
10
EXHIBIT A
[FORM OF]
ASSIGNMENT AND ASSUMPTION
[
, 20[
]]
Reference is made to that certain Amended and Restated Credit Agreement, dated
as of March 30, 2017 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among LANTHEUS
MEDICAL IMAGING, INC., a Delaware corporation (the "Borrower"), LANTHEUS
HOLDINGS, INC., a Delaware corporation, as Holdings, the several banks and other
financial institutions or entities from time to time parties thereto (each, a
"Lender" and collectively, the "Lenders"), and JPMORGAN CHASE BANK, N.A., 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) and Issuing Lender. Capitalized
terms used herein that are not defined herein shall have the meanings given to
them in the Credit Agreement.
[The][Each] Assignor identified on Schedule l hereto ([the][each, an]
"Assignor") and [the][each] Assignee identified on Schedule 1 hereto
([the][each, an] "Assignee") agree as follows:
1.
[The][Each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees] without recourse to [the][any] Assignor, and
[the][each] Assignee hereby irrevocably purchases and assumes from [the
Assignor][the respective Assignors] without recourse to [the][any] Assignor, as
of the Assignment Effective Date (as defined below), the interest[s] described
in Schedule 1 hereto ([the][each, an] "Assigned Interest") in and to [the
Assignor's][the respective Assignors'] rights and obligations under the Credit
Agreement with respect to the Facilities contained in the Credit Agreement as
are set forth on Schedule 1 hereto, in the principal amount for the Facilities
as set forth on Schedule 1 hereto.
2.
[The][Each] Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that (i) [the][such] Assignor is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assignor has full organizational power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby and (iii) the interest being
assigned by [the][such] Assignor hereunder is free and clear of any lien,
encumbrance or other adverse claim; (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower, any of its respective Subsidiaries or any other