SEC Filing | Mallinckrodt

Amount Previously Paid:

$151,771.08

Filing Party:

Sun Acquisition Co. and Mallinckrodt plc

Form or Registration No.:

Schedule TO

Date Filed:

January 16, 2018

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SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 8)

SUCAMPO PHARMACEUTICALS, INC.

(Name of Subject Company)

SUN ACQUISITION CO.

(Offeror)

MALLINCKRODT PUBLIC LIMITED COMPANY

(Names of Filing Persons)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

864909106

(CUSIP Number of Class of Securities)

Mark Casey, Esq.

General Counsel

Mallinckrodt plc

675 James S. McDonnell Blvd.

Hazelwood, Missouri 63042

United States

(314) 654-2000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Adam O. Emmerich, Esq.

Victor Goldfeld, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$1,219,044,854.48		$151,771.08

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 47,313,056 shares of Class A common stock, par value $0.01 per share (the “Sucampo Shares”), of Sucampo Pharmaceuticals, Inc., a Delaware corporation (“Sucampo”), outstanding multiplied by the offer price of $18.00 per Sucampo Share, (ii) 5,197,648 Sucampo Shares issuable pursuant to outstanding Sucampo stock options with an exercise price less than the offer price of $18.00 per Share, multiplied by $7.01, which is the offer price of $18.00 per Sucampo Share minus the weighted average exercise price for such options of $10.99 per Sucampo Share, (iii) 308,353 Sucampo Shares issuable pursuant to outstanding restricted stock units and performance stock awards (in the case of performance stock awards, assuming performance at “target” levels) multiplied by the offer price of $18.00 per Sucampo Share, and (iv) 18,079,110 Sucampo Shares deliverable upon the conversion of Sucampo’s outstanding 3.25% Convertible Senior Notes due 2021 (the “Notes”), to the extent the Notes are convertible in accordance with their terms into Sucampo Shares prior to the expiration of the Offer, multiplied by the offer price of $18.00 per Sucampo Share. The calculation of the filing fee is based on information provided by Sucampo as of January 9, 2018.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2018, issued August 24, 2017, by multiplying the Transaction Valuation by 0.00012450.

☒	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Mallinckrodt plc, an Irish public limited company (“Parent”), and Sun Acquisition Co., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Parent, with the U.S. Securities and Exchange Commission on January 16, 2018 (together with all subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the tender offer by Purchaser for all of the outstanding shares of Class A common stock, par value $0.01 per share (the “Sucampo Shares”), of Sucampo Pharmaceuticals, Inc., a Delaware corporation (“Sucampo”), at a price of $18.00 per Sucampo Share, net to the seller in cash, without interest thereon (the “Offer Price”) and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated January 16, 2018 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal, a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Items 1 through 9; Item 11.

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

Completion of the Offer and the Merger

The Offer and all withdrawal rights thereunder expired 8:00 a.m., Eastern time, on February 13, 2018. The Depositary for the Offer has advised Parent and Purchaser that, as of the expiration of the Offer, an aggregate of 39,158,848 Sucampo Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 83% of the Sucampo Shares then outstanding. Purchaser accepted for payment all Sucampo Shares that were validly tendered and not validly withdrawn pursuant to the Offer as of the expiration of the Offer, and payment of the Offer Price for such shares will be promptly made by the Depositary.

Following completion of the Offer, Parent and Purchaser consummated the merger of Purchaser with and into Sucampo, with Sucampo continuing as the Surviving Corporation, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the DGCL. In the Merger, each Sucampo Share outstanding immediately prior to the effective time of the Merger (other than Sucampo Shares held (i) by Sucampo (including any held in Sucampo’s treasury) or by Parent or Purchaser, which Sucampo Shares were canceled and have ceased to exist, (ii) by any wholly owned subsidiary of Sucampo or any wholly owned subsidiary of Parent (other than Purchaser), which Sucampo Shares were be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages or (iii) by any Sucampo stockholders who validly exercise appraisal rights under Delaware law with respect to such Sucampo Shares) were automatically canceled and converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes.

Upon completion of the Merger, Sucampo became a wholly owned subsidiary of Parent. All Sucampo Shares will be delisted from the NASDAQ Global Stock Market.

A copy of the press release issued by Parent on February 13, 2018 announcing the completion of the Offer and the Merger is filed as Exhibit (a)(1)(I) hereto and is incorporated herein by reference.

New Term Loan

On February 13, 2018, in connection with the Merger, MIFSA and Mallinckrodt CB LLC (“MCB”), each of which is a subsidiary of Parent, entered into a $600 million senior secured term loan facility (the “New Term Loan”). The New Term Loan is an incremental facility under the Parent Credit Agreement. The New Term Loan is governed by the Parent Credit Agreement and an Incremental Assumption Agreement No. 4 (the “IAA”), dated as of February 13, 2018, among Parent, MIFSA, MCB, the other subsidiaries of Parent party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent.

The New Term Loan bears interest, at the option of the borrowers thereunder, at a rate equal to adjusted LIBOR, subject to a floor of 0.75%, plus a spread equal to 3.00%, or an alternate base rate, subject to a floor of 1.75%, plus a spread equal to 2.00%. Interest on the New Term Loan is payable at the end of each interest period, but in no event less frequently than quarterly.

The New Term Loan has similar terms to the term loans incurred under the Parent Credit Agreement on February 28, 2017 (the “2017 Term Loans”) (other than with respect to the maturity date, the applicable interest rate, and prepayment premiums in respect of certain voluntary prepayments). The New Term Loan will be guaranteed by, and secured by the assets of, Parent and the same subsidiaries of Parent which guarantee the 2017 Term Loans.

The New Term Loan matures on February 24, 2025. Amounts outstanding under the New Term Loan may be prepaid at any time, subject, under certain circumstances, to a 1.00% prepayment premium.

The foregoing summary of the New Term Loan is not complete and is qualified in its entirety by reference to the IAA and the Parent Credit Agreement, which are filed as Exhibits (b)(3) and (b)(4), respectively, to the Schedule TO and incorporated herein by reference.

Item 12. Exhibits.

Regulation M-A Item 1016

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:


Exhibit No.		Description

(a)(1)(I)		Press Release of Mallinckrodt plc, dated February 13, 2018.

(b)(3)		Incremental Assumption Agreement No. 4, dated as of February 13, 2018, by and among Mallinckrodt plc, Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the other subsidiaries of Mallinckrodt plc party thereto and Deutsche Bank AG New York Branch, as administrative agent.

(b)(4)		Credit Agreement, dated as of March 19, 2014, by and among Mallinckrodt plc, Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the lenders party thereto from time to time and Deutsche Bank AG New York, as administrative agent, as amended by the Incremental Assumption Agreement No. 1, dated as of August 14, 2014, the Refinancing Amendment No. 1 and Incremental Assumption Agreement No. 2, dated as of August 28, 2015, and the Refinancing Amendment No. 2 and Incremental Assumption Agreement No. 3, dated as of February 28, 2017 (incorporated by reference to Annex A to Exhibit 10.1 to Mallinckrodt plc’s Current Report on Form 8-K filed with the SEC on March 1, 2017).

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2018


SUN ACQUISITION CO.

By:		/s/ Kathleen A. Schaefer
		Name: Kathleen A. Schaefer
		Title: President


MALLINCKRODT PUBLIC LIMITED COMPANY

By:		/s/ Stephanie D. Miller
		Name: Stephanie D. Miller
		Title: Vice President, Corporate Secretary and International Legal

EXHIBIT INDEX


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated January 16, 2018.*

(a)(1)(B)		Letter of Transmittal.*

(a)(1)(C)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(D)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)		Joint Press Release of Mallinckrodt plc and Sucampo Pharmaceuticals, Inc., dated December 26, 2017 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Mallinckrodt plc with the Securities and Exchange Commission on December 26, 2017).*

(a)(1)(F)		Investor Presentation of Mallinckrodt plc, dated December 26 2017 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Mallinckrodt plc with the Securities and Exchange Commission on December 26, 2017).*

(a)(1)(G)		Summary Advertisement as published in The New York Times on January 16, 2018.*

(a)(1)(H)		Tender Offer Q&A of Mallinckrodt plc, dated January 16, 2018.*

(a)(1)(I)		Press Release of Mallinckrodt plc, dated February 13, 2018.

(b)(1)		Commitment Letter, dated as of December 23, 2017, by and among Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc. and Mallinckrodt International Finance S.A.*

(b)(2)		Joinder Agreement, dated as of January 5, 2018, by and among Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Mizuho Bank, Ltd., PNC Bank, National Association, PNC Capital Markets LLC and Mallinckrodt International Finance S.A.*

(b)(3)		Incremental Assumption Agreement No. 4, dated as of February 13, 2018, by and among Mallinckrodt plc, Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the other subsidiaries of Mallinckrodt plc party thereto and Deutsche Bank AG New York Branch, as administrative agent.

(b)(4)		Credit Agreement, dated as of March 19, 2014, by and among Mallinckrodt plc, Mallinckrodt International Finance, S.A., Mallinckrodt CB LLC, the lenders party thereto from time to time and Deutsche Bank AG New York, as administrative agent, as amended by the Incremental Assumption Agreement No. 1, dated as of August 14, 2014, the Refinancing Amendment No. 1 and Incremental Assumption Agreement No. 2, dated as of August 28, 2015, and the Refinancing Amendment No. 2 and Incremental Assumption Agreement No. 3, dated as of February 28, 2017 (incorporated by reference to Annex A to Exhibit 10.1 to Mallinckrodt plc’s Current Report on Form 8-K filed with the SEC on March 1, 2017).*

(d)(1)		Agreement and Plan of Merger, dated as of December 23, 2017, by and among Mallinckrodt plc, Sun Acquisition Co. and Sucampo Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Mallinckrodt plc with the Securities and Exchange Commission on December 26, 2017).*

(d)(2)		Tender and Support Agreement, dated as of December 23, 2017, by and among Mallinckrodt plc, Sun Acquisition Co. and each of the persons set forth on Schedule A thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Mallinckrodt plc with the Securities and Exchange Commission on December 26, 2017).*

(g)		None.

(h)		None.

*	Previously filed.

EX-99.(a)(1)(I)

Exhibit (a)(1)(I)

LOGO

MALLINCKRODT COMPLETES ACQUISITION OF SUCAMPO PHARMACEUTICALS, INC.

STAINES-UPON-THAMES, United Kingdom, Feb. 13, 2018 /PR Newswire/—Mallinckrodt plc (NYSE: MNK), a leading global specialty pharmaceutical company, today announced it has closed the acquisition of Sucampo Pharmaceuticals, Inc, a global biopharmaceutical company, including its commercial and development assets.

“We are pleased to complete our acquisition of Sucampo, bringing near-term net sales and earnings accretion while bolstering our pipeline,” said Mark Trudeau, Chief Executive Officer and President of Mallinckrodt. “We are also pleased to welcome members of the Sucampo team into Mallinckrodt, and look forward to continuing their strong efforts to bring much-needed therapies to patients suffering from rare diseases. This is an important next step towards our vision of becoming an innovation-driven specialty pharmaceutical growth company focused on improving outcomes for patients with severe and critical conditions.”

The tender offer by a subsidiary of Mallinckrodt plc for all of the outstanding shares of Sucampo Class A common stock expired as scheduled at 8:00 a.m. (Eastern) on February 13, 2018. More than 50% of Sucampo shares were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer. As a result, the minimum tender condition was satisfied, and Mallinckrodt and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn.

Following its acceptance of the shares tendered in the tender offer, pursuant to Section 251(h) of the Delaware General Corporation Law, the Mallinckrodt subsidiary merged with and into Sucampo without a vote of Sucampo’s other stockholders. As a result of the completed merger, Sucampo became an indirect, wholly owned subsidiary of Mallinckrodt. In connection with the merger, all Sucampo shares not validly tendered into the tender offer (subject to certain exceptions) have been cancelled and converted into the right to receive $18.00 per share, which is the same price per share offered in the tender offer. As a result of the acquisition, Sucampo shares have ceased to be traded on NASDAQ.

The acquired assets include:

•

AMITIZA^® (lubiprostone), a leading global product in the branded constipation market, is approved by the U.S. Food and Drug Administration (FDA) for treatment of chronic idiopathic constipation (CIC) in adults, irritable bowel syndrome with constipation (IBS-C) in women 18 years of age and older, and opioid-induced constipation (OIC) in adult patients with chronic, non-cancer pain, including patients with chronic pain related to prior cancer or its treatment who do not require frequent opioid dosage escalation. The drug is also approved in Japan, the United Kingdom and Switzerland. The FDA is currently reviewing a supplemental New Drug Application (sNDA) for AMITIZA in children 6 to 17 years of age with pediatric functional constipation (PFC). The sNDA received a Priority Review designation.

•

RESCULA^® (unoprostone isopropyl ophthalmic solution) 0.15%, is indicated for ocular hypertension and open-angle glaucoma, and is marketed in Japan.

•

VTS-270 is in Phase 3 development for Niemann-Pick Type C (NPC), a rare, neurodegenerative, and ultimately fatal disease that can present at any age. Manifestations of the genetic disorder typically occur in childhood¹^,², with occasional late onset, and average diagnosis at ten years of age³. NPC is usually fatal, and the majority of cases lead to death before age 20^1,2.

•

CPP-1X/sulindac is in Phase 3 development for Familial Adenomatous Polyposis (FAP) under a collaborative agreement with Cancer Prevention Pharmaceuticals. FAP results from a genetic mutation leading to uncontrolled growth of hundreds to thousands of polyps in the lower digestive tract⁴. Left untreated, there is almost a 100% lifetime risk of developing colorectal cancer⁵.

ABOUT MALLINCKRODT

Mallinckrodt is a global business that develops, manufactures, markets and distributes specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; and analgesics and gastrointestinal products. The company’s core strengths include the acquisition and management of highly regulated raw materials and specialized chemistry, formulation and manufacturing capabilities. The company’s Specialty Brands segment includes branded medicines and its Specialty Generics segment includes specialty generic drugs, active pharmaceutical ingredients and external manufacturing. To learn more about Mallinckrodt, visit www.mallinckrodt.com.

Mallinckrodt uses its website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. It also uses its website to expedite public access to time-critical information regarding the company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission (SEC) disclosing the same information. Therefore, investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations page of the website.

Mallinckrodt Cautionary Statements Related to Forward-Looking Statements

Statements in this document that are not strictly historical, including statements regarding the acquisition, future financial condition and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that the company believes or anticipates will or may occur in the future, may be “forward-looking” statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties.

There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Mallinckrodt operates; the ability to obtain regulatory approval to

¹	Vanier MC, et al. Orphanet J Rare Dis 2010;5(16):1-18.

²	Wassif CA, et al. Genet Med. 2016;18:41-48.

³	Garver WS et al. Am J Med Genet A. 143A(11): 1204-11. Jun 2007

⁴	NIH Genetics Home Reference

⁵	Half E. et al. Orphanet Journal of Rare Diseases. 4:22. Oct 2009

market Mallinckrodt’s products or the timing of such approval processes; the commercial success of Mallinckrodt’s products; Mallinckrodt’s ability to realize anticipated growth, synergies and cost savings from acquisitions (including the Sucampo acquisition); conditions that could necessitate an evaluation of Mallinckrodt’s goodwill and/or intangible assets for possible impairment; changes in laws and regulations; Mallinckrodt’s ability to successfully integrate acquisitions of operations, technology, products and businesses generally and to realize anticipated growth, synergies and cost savings (including with respect to the Sucampo acquisition); Mallinckrodt’s and Mallinckrodt’s licensers’ ability to successfully develop or commercialize new products; Mallinckrodt’s and Mallinckrodt’s licensers’ ability to protect intellectual property rights; Mallinckrodt’s ability to receive procurement and production quotas granted by the U.S. Drug Enforcement Administration; customer concentration; Mallinckrodt’s reliance on certain individual products that are material to its financial performance; cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations; the reimbursement practices of a small number of public or private insurers; pricing pressure on certain of Mallinckrodt’s products due to legal changes or changes in insurers’ reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; limited clinical trial data for H.P. Acthar^® Gel; complex reporting and payment obligations under healthcare rebate programs; Mallinckrodt’s ability to navigate price fluctuations; future changes to U.S. and foreign tax laws; Mallinckrodt’s ability to achieve expected benefits from restructuring activities; complex manufacturing processes; competition; product liability losses and other litigation liability; ongoing governmental investigations; material health, safety and environmental liabilities; retention of key personnel; conducting business internationally; the effectiveness of information technology infrastructure; and cybersecurity and data leakage risks.

Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Mallinckrodt’s SEC filings including its Annual Report on Form 10-K for the fiscal year ended September 30, 2016, as well such sections of Ocera Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Sucampo’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The forward-looking statements made herein speak only as of the date hereof and none of Mallinckrodt nor any of its respective affiliates assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

CONTACTS

Mallinckrodt plc

Investor Relations

Coleman N. Lannum, CFA

Senior Vice President, Investor Strategy and IRO

314-654-6649

cole.lannum@mallinckrodt.com

Daniel J. Speciale, CPA

Director, Investor Relations

314-654-3638

daniel.speciale@mallinckrodt.com

Media

Rhonda Sciarra

Senior Communications Manager

908-238-6765

rhonda.sciarra@mallinckrodt.com

Meredith Fischer

Chief Public Affairs Officer

314-654-3318

meredith.fischer@mallinckrodt.com

EX-99.(b)(3)

Exhibit b(3)

EXECUTION VERSION

INCREMENTAL ASSUMPTION AGREEMENT NO. 4

INCREMENTAL ASSUMPTION AGREEMENT NO. 4, dated as of February 13, 2018 (this “Amendment”), to the Credit Agreement, dated March 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended hereby, the “Amended Credit Agreement”), among MALLINCKRODT PLC, a public limited company incorporated in Ireland with registered number 522227 (the “Parent”), MALLINCKRODT INTERNATIONAL FINANCE S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 172.865 (the “Lux Borrower”), MALLINCKRODT CB LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Lux Borrower, the “Borrowers”), the LENDERS party thereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.

W I T N E S S E T H:

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrowers have provided written notice to the Administrative Agent (the “Incremental Notice”) requesting to establish Incremental Term Loan Commitments in an aggregate principal amount of $600,000,000.00;

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, this Amendment shall establish the 2018 Incremental Term Loan Commitments on the Fourth Amendment Effective Date (each as defined below);

WHEREAS, this Amendment is an Incremental Assumption Agreement for purposes of the Amended Credit Agreement;

WHEREAS, Deutsche Bank Securities Inc., Barclays Bank PLC and Citigroup Global Markets Inc. will act as joint lead arrangers and joint bookrunners (collectively, the “2018 Facility Lead Arrangers”) and Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., WF Securities, LLC, Mizuho Bank, Ltd. and PNC Capital Markets LLC will act as co-managers (together with the 2018 Facility Lead Arrangers, the “2018 Facility Arrangers”), in each case with respect to the 2018 Incremental Term Loans (as defined below); and

WHEREAS, each person that executes a counterpart to this Amendment as a 2018 Incremental Term Lender (the “2018 Incremental Term Lenders”) will make 2018 Incremental Term Loans to the Lux Borrower in the amount set forth opposite such person’s name on Schedule A hereto on the Fourth Amendment Effective Date;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

Defined Terms

Terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement unless otherwise defined herein. Additionally, as used herein, the following terms shall have the meanings indicated below:

“2015 Lux Master Security Confirmation Agreement” shall mean the master security confirmation and amendment agreement, dated August 28, 2015, made between the Lux Borrower, Mallinckrodt UK LTD, Mallinckrodt Quincy S.à r.l., Mallinckrodt Buckingham Unlimited Company, Mallinckrodt Windsor S.à r.l. and Mallinckrodt Lux IP S.à r.l., as pledgors, the Collateral Agent and the Lux Borrower, Mallinckrodt Quincy S.à r.l., Mallinckrodt Windsor S.à r.l., Mallinckrodt Lux IP S.à r.l. and Mallinckrodt Group S.à r.l., as companies.

“2017 Lux Master Security Confirmation Agreement” shall mean the master security confirmation and amendment agreement, dated February 28, 2017, made between the Lux Borrower, Mallinckrodt UK LTD, Mallinckrodt Quincy S.à r.l., Mallinckrodt Buckingham Unlimited Company, Mallinckrodt Windsor S.à r.l., Mallinckrodt Lux IP S.à r.l. and Mallinckrodt International Holdings S.à r.l., as pledgors, the Collateral Agent and the Lux Borrower, Mallinckrodt Quincy S.à r.l., Mallinckrodt Windsor S.à r.l., Mallinckrodt Lux IP S.à r.l., Mallinckrodt Group S.à r.l. and Mallinckrodt International Holdings S.à r.l., as companies.

“Effective Time” shall mean the first time at which the conditions set forth in Article IV are satisfied (or waived by the parties hereto).

“Lux Master Security Confirmation Agreement” shall mean a Luxembourg law governed master security confirmation agreement, dated as of the Fourth Amendment Effective Date, between each Lux Party, the Collateral Agent, Mallinckrodt Group S.à r.l., Mallinckrodt UK LTD and Mallinckrodt Buckingham Unlimited Company, in respect of the Lux Security Documents.

“Lux Party” shall mean each of (a) the Lux Borrower, (b) Mallinckrodt Quincy S.à r.l., a private limited liability company (société a responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 189.141, (c) Mallinckrodt Lux IP S.à r.l., a private limited liability company (société a responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 189.108, (d) Mallinckrodt Windsor S.à r.l., a private limited liability company (société a responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B

-2-

196.469 and (e) Mallinckrodt International Holdings S.à r.l., a private limited liability company (société a responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 200.180.

“Lux Security Documents” shall mean each of the Luxembourg Share Pledge Agreements and the Luxembourg Receivables Pledge Agreements.

“Luxembourg Receivables Pledge Agreements” shall mean the following documents:

(a)

the receivables pledge agreement, dated March 19, 2014, made between the Lux Borrower, as pledgor, and the Collateral Agent over certain present and future receivables owed to the Lux Borrower, as confirmed by the master security confirmation agreement, dated August 14, 2014, made between the Lux Borrower, as pledgor, the Collateral Agent and Mallinckrodt Group S.à r.l., as company, as further confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement;

(b)

the receivables pledge agreement, dated August 12, 2014, made between Mallinckrodt Quincy S.à r.l., as pledgor, and the Collateral Agent over certain present and future receivables owed to Mallinckrodt Quincy S.à r.l., confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement;

(c)

the receivables pledge agreement, dated September 26, 2014, made between Mallinckrodt Lux IP S.à r.l., as pledgor, and the Collateral Agent over certain present and future receivables owed to Mallinckrodt Lux IP S.à r.l., confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement;

(d)

the receivables pledge agreement, dated May 21, 2015, made between Mallinckrodt Windsor S.à r.l., as pledgor, and the Collateral Agent over certain present and future receivables owed to Mallinckrodt Windsor S.à r.l., confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement; and

(e)

the receivables pledge agreement, dated September 24, 2015, made between Mallinckrodt International Holdings S.à r.l., as pledgor, and the Collateral Agent over certain present and future receivables owed to Mallinckrodt International Holdings S.à r.l., as confirmed and amended by the 2017 Lux Master Security Confirmation Agreement.

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“Luxembourg Share Pledge Agreements” shall mean each of the following documents:

(a)

the share pledge agreement, dated March 19, 2014, made between the Parent, as pledgor, the Collateral Agent and the Lux Borrower, as company, over 100% of the Equity Interests of the Lux Borrower, as confirmed and supplemented by the confirmation and supplemental agreement, dated August 12, 2014, made between, amongst others, the Parent, as original pledgor, Mallinckrodt Quincy S.à r.l., as new pledgor, the Collateral Agent and the Lux Borrower, as company, as further amended, restated and confirmed by the amendment, restatement and confirmation agreement, dated May 21, 2015, made between Mallinckrodt UK LTD, as new pledgor, Mallinckrodt Quincy S.à r.l., as existing pledgor, the Collateral Agent and the Lux Borrower, as company, as further confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, as further confirmed and amended by an amendment, restatement and confirmation agreement dated September 24, 2015, made between Mallinckrodt UK LTD as new sole pledgor, Mallinckrodt Quincy S.à r.l. as original pledgor, the Collateral Agent and the Lux Borrower as Lux Borrower, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement;

(b)

the share pledge agreement, dated March 19, 2014, made between the Lux Borrower, as pledgor, the Collateral Agent and Mallinckrodt Group S.à r.l., as company, over 100% of the Equity Interests of Mallinckrodt Group S.à r.l., as confirmed by the master security confirmation agreement, dated August 14, 2014, made between the Lux Borrower, as pledgor, the Collateral Agent and Mallinckrodt Group S.à r.l., as company, as further confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement;

(c)

the share pledge agreement, dated August 12, 2014, made between the Parent, as pledgor, the Collateral Agent and Mallinckrodt Quincy S.à r.l., as company, over 100% of the Equity Interests of Mallinckrodt Quincy S.à r.l., as confirmed by the confirmation and supplemental agreement, dated May 21, 2015, made between the Parent, as original pledgor, Mallinckrodt Buckingham Unlimited Company, as new pledgor, the Collateral Agent and Mallinckrodt Quincy S.à r.l., as company, as further confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement;

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(d)

the share pledge agreement, dated September 26, 2014, made between the Lux Borrower, as pledgor, the Collateral Agent and Mallinckrodt Lux IP S.à r.l., as company, over 100% of the Equity Interests of Mallinckrodt Lux IP S.à r.l., as confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement;

(e)

the share pledge agreement, dated May 21, 2015, made between Mallinckrodt Quincy S.à r.l., as pledgor, the Collateral Agent and Mallinckrodt Windsor S.à r.l., as company, over 100% of the Equity Interests of Mallinckrodt Windsor S.à r.l., as confirmed and amended by the 2015 Lux Master Security Confirmation Agreement, and as further confirmed and amended by the 2017 Lux Master Security Confirmation Agreement; and

(f)

the share pledge agreement, dated September 24, 2015, made between Mallinckrodt International Finance S.A., as pledgor, the Collateral Agent and Mallinckrodt International Holdings S.à r.l., as company, over 100% of the Equity Interests of Mallinckrodt International Holdings S.à r.l., as confirmed and amended by the 2017 Lux Master Security Confirmation Agreement.

“Sucampo” shall mean Sucampo Pharmaceuticals, Inc., a Delaware corporation.

“Sucampo Acquisition” shall mean the acquisition by the Parent, through a direct or indirect wholly-owned subsidiary (such subsidiary, “Purchaser”), of all of the equity interests of Sucampo by way of (x) a cash tender offer for any (subject to the Minimum Condition (as defined in the Sucampo Acquisition Agreement (as defined below) as in effect on the Sucampo Acquisition Signing Date)) and all shares of Class A Common Stock of Sucampo and (y) on the Fourth Amendment Effective Date, a merger of Purchaser with and into Sucampo, with Sucampo surviving such merger.

“Sucampo Acquisition Signing Date” shall mean December 23, 2017.

“Swiss Incremental Security Document” shall mean a Swiss law security confirmation agreement, dated as of the Fourth Amendment Effective Date, between Swiss Holdco, as pledgor 1 and assignor 1, Swiss Finco, as assignor 2, the Lux Borrower, as pledgor 2 and the Collateral Agent, as collateral agent, assignee and pledgee and on behalf of the other Secured Parties, as pledgees.

ARTICLE II

2018 Incremental Term Loans

Section 2.1. 2018 Incremental Term Loans. The Borrowers confirm and agree that (i) they have requested to establish a new Class of Incremental Term Loan Commitments (the “2018 Incremental Term Loan Commitments”) in the aggregate principal amount of $600,000,000.00 from the 2018 Incremental Term Lenders in accordance with Section 2.21 of

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the Credit Agreement and herein, effective on the Fourth Amendment Effective Date, and (ii) on the Fourth Amendment Effective Date, the Lux Borrower will borrow the full amount of the Term Loans under the 2018 Incremental Term Loan Commitments (the “2018 Incremental Term Loans”) from the 2018 Incremental Term Lenders. Effective on and at all times after the Fourth Amendment Effective Date, the 2018 Incremental Term Loans will constitute a separate Class of Other Incremental Term Loans and shall have terms as set forth in the Amended Credit Agreement.

Section 2.2. Agreements of 2018 Incremental Term Lenders and Administrative Agent.

(a) Each 2018 Incremental Term Lender agrees that (i) effective on and at all times after the Fourth Amendment Effective Date, in addition to all Term Loans of such Lender (if any) outstanding prior to the Fourth Amendment Effective Date, such 2018 Incremental Term Lender will be bound by all obligations of a Lender under the Amended Credit Agreement in respect of its 2018 Incremental Term Loan Commitments in the amount set forth opposite its name on Schedule A attached hereto (if and for so long as such 2018 Incremental Term Loan Commitments remain in existence) and in respect of any 2018 Incremental Term Loans made in respect thereof (if and for so long as such 2018 Incremental Term Loans remain outstanding) and (ii) on the Fourth Amendment Effective Date, subject to the satisfaction (or the waiver by the parties hereto) of the conditions set forth in Article IV of this Amendment, each 2018 Incremental Term Lender hereby severally agrees to provide 2018 Incremental Term Loan Commitments in the amount set forth opposite such 2018 Incremental Term Lender’s name on Schedule A attached hereto and fund 2018 Incremental Term Loans in the amount of such 2018 Incremental Term Lender’s 2018 Incremental Term Loan Commitment, in each case, in accordance with the terms and subject to the conditions set forth herein. On the Fourth Amendment Effective Date, each 2018 Incremental Term Lender which was not a Lender prior to the Fourth Amendment Effective Date will become a Term Lender for all purposes of the Amended Credit Agreement.

(b) As of the Effective Time, each 2018 Incremental Term Lender hereby (i) confirms that it has received a copy of the Credit Agreement, this Amendment, and all of the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, the 2018 Facility Arrangers or any other 2018 Incremental Term Lender or any other Lender, Agent or Arranger and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with its terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Term Lender; and (v) confirms that it meets all the requirements to be an assignee of a Term Lender under Section 9.04 of the Credit Agreement.

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(c) As of the Effective Time, the Administrative Agent hereby (i) confirms that it has received the Incremental Notice, (ii) confirms that this Amendment is in form and substance satisfactory to it, (iii) confirms that the terms of the 2018 Incremental Term Loans (except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security) are acceptable to it, (iv) confirms that, except as expressly set forth herein, it requires no additional documentation to evidence the 2018 Incremental Term Loan Commitments and 2018 Incremental Term Loans and (v) approves each 2018 Incremental Term Lender as a Term Lender under the Credit Agreement, in each case with respect to this clause (v), to the extent such approval is required pursuant to Section 9.04(b)(i)(B) of the Amended Credit Agreement.

ARTICLE III

Amendments

Subject to the occurrence of the Fourth Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached as Annex A hereto.

ARTICLE IV

Conditions to Effectiveness

This Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which all of the following conditions have been satisfied (or waived by the parties hereto):

(a) The Administrative Agent (or its counsel) shall have received from the Parent, each Borrower, each other Loan Party and each of the 2018 Incremental Term Lenders (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent and the 2018 Facility Lead Arrangers (which may include delivery of a signed signature page of this Amendment by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment.

(b) Substantially concurrently with the initial funding of the 2018 Incremental Term Loans, the Sucampo Acquisition shall be consummated in all material respects in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of December 23, 2017, by and among the Parent, Purchaser and Sucampo (including, but not limited to, all schedules and exhibits thereto and after giving effect to any alteration, amendment, modification, supplement or waiver permitted below, the “Sucampo Acquisition Agreement”), and the Sucampo Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, nor any consent granted, by the Parent or Purchaser, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the 2018 Incremental Term Lenders (in their capacities as such) in any material respect, without the prior written consent of the 2018 Facility Arrangers (such consent not to be

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unreasonably withheld, delayed or conditioned) (it being understood and agreed that (i) any amendment, waiver, consent or other modification that decreases the purchase price in respect of the Sucampo Acquisition shall be deemed not to be adverse to the interests of the 2018 Incremental Term Lenders in any material respect, so long as such decrease is allocated to reduce the 2018 Incremental Term Loans and (ii) any amendment, waiver, consent or other modification that increases the purchase price in respect of the Sucampo Acquisition shall be deemed not to be adverse to the interests of the 2018 Incremental Term Lenders in any material respect, so long as such increase is funded solely by the issuance of the Parent of common equity, available cash on hand of the Parent and its subsidiaries or a borrowing by the Borrowers under the Revolving Facility (as defined in the Credit Agreement)).

(c) The Collateral Agent shall have received (i) from each Lux Party, Mallinckrodt Group S.à r.l., Mallinckrodt UK LTD and Mallinckrodt Buckingham Unlimited Company, a counterpart of the Lux Master Security Confirmation Agreement, (ii) from the Lux Borrower, Swiss Holdco and Swiss Finco, a counterpart of the Swiss Incremental Security Document, (iii) from Sucampo and each of its subsidiaries that qualifies as a Subsidiary Loan Party under clause (b) or (c) of such term, a counterpart of a joinder to the Subsidiary Guarantee Agreement and (iv) subject to the final paragraph of this Article IV, from Sucampo and each of its subsidiaries that (A) qualifies as a Subsidiary Loan Party under clause (c) of such term or (B) qualifies as a Subsidiary Loan Party under clause (b) of such term and is a direct parent of any subsidiary described in clause (A), a counterpart of a joinder to the U.S. Collateral Agreement, in each case duly executed and delivered on behalf of such person and in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received, on behalf of itself and the 2018 Incremental Term Lenders, a written opinion of (i) Wachtell, Lipton, Rosen & Katz, as New York counsel for the Loan Parties, (ii) Morris Nichols Arsht & Tunnell LLP, as Delaware counsel for the Loan Parties, (iii) Arthur Cox, as Irish counsel for the Loan Parties, (iv) Allen & Overy, société en commandite simple, (Luxembourg), as Luxembourg counsel for the Loan Parties, and (v) Vischer AG, as Swiss counsel for the Loan Parties, in each case (A) dated the Fourth Amendment Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent, the 2018 Incremental Term Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the 2018 Facility Lead Arrangers covering such matters relating to this Amendment as the Administrative Agent or the 2018 Facility Lead Arrangers shall reasonably request.

(e) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or Director or similar officer of the Co-Borrower, Mallinckrodt UK LTD and Mallinckrodt Buckingham Unlimited Company, each dated the Fourth Amendment Effective Date and certifying:

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1. a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A) certified (to the extent available in any non-U.S. jurisdiction) as of a recent date by the Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America) of the jurisdiction of its organization, or (B) otherwise certified by the Secretary or Assistant Secretary or Director or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party;

2. a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America);

3. that attached thereto is a true and complete copy of the by-laws (or articles of association, partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) (to the extent such concept or a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party as in effect on the Fourth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (4) below;

4. that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member), and, if applicable, by the shareholders’ meeting of such Loan Party, authorizing the execution, delivery and performance of the applicable agreements or documents referenced in clause (a) or (c) above dated as of the Fourth Amendment Effective Date to which such person is a party and, in the case of the Co-Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fourth Amendment Effective Date;

5. as to the incumbency and specimen signature of each officer or authorized signatory executing any agreement or document referenced in clause (a) or (c) above or any other document delivered in connection herewith on behalf of such Loan Party; and

6. as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party.

(f) The Administrative Agent shall have received, in respect of each Lux Party and Mallinckrodt Group S.à r.l., a director’s certificate dated as of the Fourth Amendment Effective Date and signed by a director of each such Lux Party or Mallinckrodt Group S.à r.l., as applicable, certifying the following items: (i) an up-to-date copy of the articles of association of each such Lux Party or Mallinckrodt Group S.à r.l., as applicable, (ii) an electronic copy of an excerpt of the Luxembourg Trade and

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Companies Register (R.C.S. Luxembourg) dated on the Fourth Amendment Effective Date, (iii) an up-to-date true certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire) pertaining to such Lux Party or Mallinckrodt Group S.à r.l., as applicable, of a recent date, issued by the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) dated as of the Fourth Amendment Effective Date and reflecting the situation of each such Loan Party one day before, (iv) true, complete and up-to-date board resolutions approving the entry by such Lux Party or Mallinckrodt Group S.à r.l., as applicable, into, among others, this Amendment, the Lux Master Security Confirmation Agreement and the Swiss Incremental Security Document as the case may be, (v) a true and complete specimen of signatures for each of the directors or authorized signatories having executed for and on behalf of such Lux Party or Mallinckrodt Group S.à r.l., as applicable, this Amendment, the Lux Master Security Confirmation Agreement and the Swiss Incremental Security Document as the case may be, and (vi) a true, complete and up-to-date copy of the share register of each Lux Party and Mallinckrodt Group S.à r.l. reflecting the registration of the confirmation of the pledges created under the Lux Security Documents in accordance with the Lux Master Security Confirmation Agreement.

(g) The Administrative Agent shall have received, in respect of Swiss Finco and Swiss Holdco, a manager’s certificate dated as of the Fourth Amendment Effective Date and signed by one or several authorized manager(s) of each such Loan Party, respectively, certifying the following items: (i) a true and complete copy of the excerpt from the commercial register and the articles of association, each certified by the competent commercial register authority as of a recent date, (ii) a true and complete copy of resolutions of its managers and quotaholder duly adopted by its managers and quotaholder authorizing the execution, delivery and performance of this Amendment and the Swiss Incremental Security Document and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fourth Amendment Effective Date and (iii) specimen signatures of the authorized signatories appointed by the manager resolutions to execute this Amendment and the Swiss Incremental Security Document.

(h) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit C to the Credit Agreement and signed by a director or authorized signatory of the Lux Borrower confirming the solvency of the Lux Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Amendment on the Fourth Amendment Effective Date.

(i) The 2018 Facility Lead Arrangers shall have received (1) audited consolidated balance sheets and related statements of income and cash flows of each of the Parent and Sucampo for the most recent three fiscal years ended at least 90 days prior to the Fourth Amendment Effective Date and (2) unaudited consolidated balance sheets and related statements of income and cash flows of each of the Parent and Sucampo for each fiscal quarter ended after the close of its most recent fiscal year and at least 45 days prior to the Fourth Amendment Effective Date (but excluding the fourth quarter of any fiscal year); provided that the 2018 Facility Lead Arrangers hereby acknowledge receipt of the financial statements in the foregoing clause (1) for the fiscal years ended in 2014,

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2015 and 2016, and in the foregoing clause (2) for the fiscal quarters ended on September 29, 2017, June 30, 2017 and March 31, 2017 (in the case of the Parent) and September 30, 2017, June 30, 2017 and March 31, 2017 (in the case of Sucampo); provided, further, that the Parent’s and Sucampo’s public filing with the SEC of any audited financial statements required pursuant to the foregoing clause (1) in an Annual Report on Form 10-K or unaudited financial statements required pursuant to the foregoing clause (2) in a Quarterly Report on Form 10-Q, in each case, will be deemed to satisfy the requirements under clauses (1) and (2), as applicable, of this clause (i).

(j) (i) The Borrowers shall have paid to the Administrative Agent, for the ratable account of each 2018 Incremental Term Lender, an upfront fee equal to 0.25% of the aggregate amount of the 2018 Incremental Term Loan Commitments of such 2018 Incremental Term Lender, with each such fee to be earned by, and payable to, each such 2018 Incremental Term Lender on the Fourth Amendment Effective Date, which fees shall be payable in immediately available funds and, once paid, be non-refundable; (ii) the Administrative Agent shall have received, to the extent invoiced at least two (2) Business Days prior to the Fourth Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of White & Case LLP, NautaDutilh Avocats Luxembourg S.à r.l. and Niederer Kraft & Frey AG) required to be reimbursed or paid by the Loan Parties under this Agreement or under any Loan Document on or prior to the Fourth Amendment Effective Date; and (iii) the 2018 Facility Arrangers shall have received the payment of all fees (if any) required to be paid by the Parent in connection with this Amendment pursuant to any separate agreement between the Lux Borrower and any 2018 Facility Arranger.

(k) The conditions set forth in Sections 2.21(a) and (c) of the Credit Agreement shall have been satisfied so as to permit the incurrence of the 2018 Incremental Term Loans (with satisfaction of the condition set forth in Section 2.21(c)(i) of the Credit Agreement being tested as of the Sucampo Acquisition Signing Date); provided that (i) satisfaction of the condition precedent set forth in clause (o) of this Article IV shall be deemed to constitute satisfaction of the condition precedent set forth in Section 2.21(c)(ii) of the Credit Agreement and (ii) satisfaction of all conditions precedent in this Article IV other than this clause (k) shall be deemed to constitute satisfaction of the condition precedent set forth in Section 2.21(c)(iv) of the Credit Agreement. The Lux Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent, which certificate shall (i) certify compliance with the conditions set forth in clauses (i), (ii) and (iii) of Sections 2.21(c) of the Credit Agreement and (ii) certify that the amount of the 2018 Incremental Term Loan Commitments does not exceed the Incremental Amount (calculated in accordance with the definition thereof, including, without limitation, giving effect to the expected use of proceeds of the 2018 Incremental Term Loans (but without netting such proceeds in calculating the First Lien Secured Net Leverage Ratio for purposes of determining the Incremental Amount)).

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(l) The Administrative Agent shall have received a completed supplement to the Perfection Certificate, dated the Fourth Amendment Effective Date and signed by a Responsible Officer of each Borrower, solely with respect to Sucampo and its subsidiaries that will be Subsidiary Loan Parties, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to such Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the closing under this Amendment, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made).

(m) Substantially concurrently with the consummation of the Sucampo Acquisition, all indebtedness outstanding under the Credit Agreement, dated as of October 31, 2017, by and among Sucampo, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Silicon Valley Bank, as syndication agent, and Wells Fargo Bank, National Association, as documentation agent shall have been repaid in full.

(n) The 2018 Facility Arrangers shall have received, at least three Business Days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested in writing at least 10 days prior to the Fourth Amendment Effective Date.

(o) The representations and warranties made by Sucampo in the Sucampo Acquisition Agreement as are material to the interests of the 2018 Incremental Term Lenders (in their capacities as such) shall be true and accurate (but only to the extent that the Parent or Purchaser, as applicable, has the right to terminate the Parent’s and Purchaser’s obligations (or to refuse to consummate the Sucampo Acquisition) under the Sucampo Acquisition Agreement as a result of a breach of such representations), and the representations and warranties made by the Borrowers and the Guarantors in Sections 3.01(a) and (d), 3.02(a), (b)(i)(B), and (b)(i)(D) (solely to the extent related to the Existing Senior Notes Indenture, the Indenture dated August 13, 2014 with respect to the Borrowers’ 5.75% Senior Notes due 2022, the Indenture dated April 15, 2015 with respect to the Borrowers’ 4.875% Senior Notes due 2020 and 5.500% Senior Notes due 2025 and the Indenture dated September 24, 2015 with respect to the Borrowers’ 5.625% Senior Notes due 2023), 3.03, 3.10, 3.11, 3.17 (limited to creation, validity and perfection with respect to Collateral of Sucampo and its subsidiaries except as provided in the last paragraph of this Article IV), 3.18 (with respect to the Lux Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Amendment on the Fourth Amendment Effective Date), 3.22, 3.23 and 3.24 of the Amended Credit Agreement shall be true and accurate in all material respects; provided that the representations and warranties set forth in Sections 3.22, 3.23 and 3.24 shall not

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include any representations with respect to Sucampo and its subsidiaries (with the 2018 Incremental Term Lenders relying on the representations and warranties set forth in the Sucampo Acquisition Agreement as described above for any such representations and warranties, to the extent contained in the Sucampo Acquisition Agreement).

(p) Since the Sucampo Acquisition Signing Date, there shall have been no event, occurrence, violation, inaccuracy, circumstance or other matter that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Sucampo Acquisition Agreement as in effect on the Sucampo Acquisition Signing Date, without giving effect to clause (b) of the definition thereof); and

(q) The Administrative Agent shall have received a Borrowing Request with respect to the 2018 Incremental Term Loans in accordance with Section 2.03 of the Credit Agreement.

For purposes of determining compliance with the conditions precedent specified herein, each 2018 Incremental Term Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the 2018 Incremental Term Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment shall have received notice from such 2018 Incremental Term Lender prior to the Fourth Amendment Effective Date specifying its objection thereto. The Administrative Agent shall promptly notify the Lux Borrower, the 2018 Incremental Term Lenders and each other party to this Amendment of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding upon the 2018 Incremental Term Lenders.

Notwithstanding anything to the contrary, it is understood that to the extent any Collateral of Sucampo or its subsidiaries may not be perfected by (A) the filing of a Uniform Commercial Code financing statement, (B) taking delivery and possession of stock certificates of Sucampo and its subsidiaries to the extent required to be pledged pursuant to the Credit Agreement and to the extent such stock certificates are received from Sucampo on or prior to the Fourth Amendment Effective Date; provided that the Parent shall have used commercially reasonable efforts to receive such stock certificates prior to the Fourth Amendment Effective Date without undue burden or expense or (C) the filing of a short-form security agreement with the United States Patent and Trademark Office or the United States Copyright Office, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished prior to the Fourth Amendment Effective Date after the use of commercially reasonable efforts by the Parent to do so without undue burden and expense, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the 2018 Incremental Term Loans on the Fourth Amendment Effective Date but, instead, shall be delivered after the Fourth Amendment Effective Date in accordance with the terms of the Loan Documents.

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ARTICLE V

Representations and Warranties

After giving effect to the amendments contained herein, on the Fourth Amendment Effective Date each of the Borrowers hereby represents and warrants that: (a) the execution, delivery and performance by such Borrower of this Amendment has been duly authorized by all corporate, stockholder, partnership, limited liability company or other organizational action required to be obtained by such Borrower, (b) this Amendment has been executed and delivered by such Borrower and constitutes the legal, valid and binding obligations of such Borrower enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing, (iv) the need for filings and registrations necessary to perfect the Liens on the Collateral granted by such Borrower in favor of the Collateral Agent, and (v) the effect of any Requirements of Law as they relate to pledges of Equity Interests in subsidiaries organized outside of the United States (other than pledges made under the laws of the jurisdiction of formation of the issuer of such Equity Interests), (c) the condition set forth in clause (o) of Article IV hereof has been satisfied, (d) the amount of the 2018 Incremental Term Loan Commitments does not exceed the Incremental Amount (calculated in accordance with the definition thereof, including, without limitation, giving effect to the expected use of proceeds of the 2018 Incremental Term Loans (but without netting such proceeds in calculating the First Lien Secured Net Leverage Ratio for purposes of determining the Incremental Amount)) and (e) the Sucampo Acquisition shall not violate the terms of the Credit Agreement.

ARTICLE VI

Miscellaneous

Section 6.1. Continuing Effect; No Other Amendments or Waivers. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Loan Parties that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly waived hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents.

Section 6.2. Counterparts. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy or via electronic mail), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

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Section 6.3. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK; provided, however, that (a) the interpretation of the definition of Material Adverse Effect (as defined in the Sucampo Acquisition Agreement as in effect on the Sucampo Acquisition Signing Date) and whether there shall have occurred a Material Adverse Effect (as defined in the Sucampo Acquisition Agreement as in effect on the Sucampo Acquisition Signing Date), (b) whether the Sucampo Acquisition has been consummated as contemplated by the Sucampo Acquisition Agreement and (c) the determination of whether the representations and warranties made by Sucampo or any of its affiliates are accurate and whether as a result of any inaccuracy of any such representations and warranties the Parent or Purchaser, as applicable, has the right to terminate the Parent’s and Purchaser’s obligations, or has the right not to consummate the Sucampo Acquisition, under the Sucampo Acquisition Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 6.4. Reaffirmation; Acknowledgment. Each Loan Party hereby expressly confirms and acknowledges the terms of this Amendment and affirms and reaffirms (as the case may be), as of the date hereof, that (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby; (ii) in the case of each Borrower, its 2018 Incremental Term Loans arising under this Amendment and the Amended Credit Agreement constitute Obligations for all purposes of the Loan Documents (as modified hereby); and (iii) its Guarantee of the Obligations (including, without limitation, the Obligations with respect to the 2018 Incremental Term Loans thereunder) pursuant to the Amended Credit Agreement and/or the Subsidiary Guarantee Agreement and its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the 2018 Incremental Term Loans thereunder) pursuant to the Security Documents, subject, in each case, to the limitations set forth in the Loan Documents, shall continue in full force and effect, notwithstanding any amendment, supplement or modification effected by this Amendment.

Section 6.5. Effect of Amendment. On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.


MALLINCKRODT PLC

By:		/s/ John Einwalter
Name:		John Einwalter
Title:		Vice President & Treasurer

MALLINCKRODT INTERNATIONAL FINANCE S.A.

By:		/s/ John Einwalter
Name:		John Einwalter
Title:		Director

MALLINCKRODT CB LLC

By:		/s/ John Einwalter
Name:		John Einwalter
Title:		Vice President & Treasurer