Exhibit
4.2


 


Execution
Version


 


First
AMENDMENT TO 


Note
purchase AND GUARANTEE agreement


 


THIS
FIRST AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Agreement”), dated as of January 12, 2022, is entered
into by and among Procaps S.A., a sociedad anónima organized under the laws of Colombia (the “Company”),
Procaps Group, S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and having its
registered office at 9 rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register
under number B253360 (the “Parent Guarantor”), the Subsidiary Guarantors listed on Annex A attached hereto
(the “Existing Subsidiary Guarantors” and, together with the Company and the Parent Guarantor, collectively, the “Obligors”),
and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto.


 


RECITALS:


 


WHEREAS,
the Obligors and the Noteholders are parties to that certain Note Purchase and Guarantee Agreement dated November 5, 2021 (the “Note
Purchase Agreement”);


 


WHEREAS,
pursuant to the Note Purchase Agreement, the Company issued, and the Noteholders purchased, the Company’s Guaranteed Senior Notes
due November 12, 2031 in the aggregate principal amount of US$115,000,000 (the “Notes”);


 


WHEREAS,
the Obligors have informed the Noteholders that the Syndicated Existing Credit Facility remains in effect as of the date hereof;


 


WHEREAS,
the Obligors have requested that the Noteholders agree to amend the Note Purchase Agreement as set forth herein; and


 


WHEREAS,
the undersigned Noteholders are willing to agree to such amendments on the terms and subject to the conditions set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


 


AGREEMENT:


 


Section
1. Definitions. Capitalized terms used in this Agreement and not defined herein have the respective meanings set forth in the
Note Purchase Agreement prior to giving effect to the Amendments (as defined below).


 


Section
2. Amendments. Subject to the satisfaction of each of the conditions set forth
in Section 4 hereof, the Note Purchase Agreement is hereby amended in the manner specified in Annex B attached hereto (the “Amendments”)
effective as of the Effective Date (as defined below).


 






     


     


    

 


Section
3. Representations and Warranties. To induce the Noteholders to execute this Agreement,
each Obligor hereby represents and warrants to the Noteholders as of the date hereof and as of the Effective Date as follows:


 


3.1 Organization;
Power and Authority. Each Obligor is a sociedad anónima, société anonyme, sociedad limitada,
private limited liability company, public limited liability company, corporation or other limited liability entity (as applicable) duly
organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified
and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Each Obligor has the corporate or other entity power and authority to execute and deliver this Agreement
and to perform the provisions hereof and of the other Finance Documents to which it is a party.


 


3.2 Authorization,
etc. This Agreement has been duly authorized by all necessary corporate, private limited liability company or other entity action
on the part of each Obligor and this Agreement and each other Finance Document to which it is a party constitutes a legal, valid and
binding obligation of each Obligor, enforceable against each such Obligor in accordance with its terms, except as such enforceability
may be limited by (a) applicable bankruptcy, insolvency, reorganization, judicial or extrajudicial recovery, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


 


3.3 Compliance
with Laws, Other Instruments, etc. The execution, delivery and performance by the Obligors of this Agreement, and the performance
by each Obligor of the other Finance Documents to which it is a party, will not (a) contravene, result in any breach of, or constitute
a default under, or result in the creation of any Lien in respect of any property of any of the Obligors or any of their respective Subsidiaries
under, (x) any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, (y) any corporate charter, memorandum of
association, articles of association, regulations or by-laws, shareholders agreement or (z) any other agreement or instrument to which
any of the Obligors or any of their respective Subsidiaries is bound or by which any of the Obligors or any of their respective Subsidiaries
or any of their respective properties may be bound or affected (other than any constitutional document), (b) conflict with or result
in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority applicable to any of the Obligors or any of their respective Subsidiaries or (c) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to any of the Obligors or any of their respective Subsidiaries, in the case
of clauses (a)(x) and (a)(z), except for any conflict, breach or violation that could not reasonably be expected individually or in the
aggregate to have a Material Adverse Effect.


 






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3.4 Governmental
Authorizations, etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority
is required in connection with the execution, delivery or performance by any Obligor of this Agreement or the performance by any Obligor
of any other Finance Document to which it is a party. It is not necessary to ensure the legality, validity, enforceability or admissibility
into evidence of this Agreement or any other Finance Document in the jurisdiction of organization of any Obligor that this Agreement
or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped
with any stamp, registration or similar transaction tax other than any applicable de minimis Court Filing Duty that may be required in
connection with admissibility into evidence; provided that (i) in order for any document written in a language other than Spanish
to be admissible into evidence before a Colombian court, such document must be translated into Spanish by an official translator, (ii)
in order for any Finance Document executed outside Brazil to be admissible into evidence before a Brazilian Governmental Authority and
a Brazilian court, it must (A) have the notarization of the signatures of the parties signing outside Brazil by an official public notary,
(B) be apostilled by the competent authority of the respective country of origin of the document or, in case such country of origin is
not a signatory of the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, the signatures of the
parties must be certified by the competent Brazilian consulate located in the country of origin, (C) be translated into Portuguese by
an official translator (tradutor público juramentado) and (D) be registered together with its respective official translation
into the Portuguese language with the appropriate Registry of Deeds and Documents (Registro de Títulos e Documentos), (iii)
in order for any document written in a language other than Spanish to be admissible into evidence before a Salvadoran court, such document
must be translated into Spanish, notarized by a Salvadoran notary public and apostilled by the competent Governmental Authority of the
respective country of origin of such document or, in case such country of origin is not a signatory of the Hague Convention Abolishing
the Requirement of Legalization for Foreign Public Documents, the signatures of the parties must be certified by the competent Salvadoran
consulate located in the country of origin, and (iv) in order for any Finance Document to be admissible into evidence before a Luxembourg
court or public authority, such Finance Document must be accompanied by a complete or partial translation into French or German by an
official translator and a Luxembourg court may always require that the parties produce the original of the Finance Document on the basis
of which a claim is made.


 


3.5 Disclosure.
The documents, certificates and other writings delivered to the Noteholders by or on behalf of the Obligors in connection with this Agreement,
taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made.


 


3.6 No
Defaults or Events of Default. Immediately before and immediately after giving effect to this Agreement, no Default or Event of Default
exists and is continuing.


 



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Section
4. Conditions Precedent. The Amendments shall become effective as of the date (the “Effective Date”) on which
each of the following conditions has been satisfied:


 


4.1 Execution
and Delivery. Each Obligor and the Required Holders shall have executed and delivered a counterpart of this Agreement.


 


4.2 Representations
and Warranties. The representations and warranties of the Obligors in this Agreement shall be correct as of the date hereof and as
of the Effective Date.


 


Section
5. Miscellaneous.


 


5.1 Part
of Note Purchase Agreement; Future References, etc. This Agreement shall be construed in connection with and as a part of the Note
Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Purchase
Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this Agreement may refer to the Note Purchase Agreement without
making specific reference to this Agreement, but nevertheless all such references shall include this Agreement unless the context otherwise
requires.


 


5.2 Effect
of Agreement. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy
of any Noteholder under the Note Purchase Agreement or any other Finance Document, or constitute a waiver of any provision of the Note
Purchase Agreement or any other Finance Document, except as specifically set forth herein.


 


5.3 Reaffirmation
of Obligations. Each Obligor hereby (a) in the case of the Parent Guarantor and the Existing Subsidiary Guarantors, acknowledges
and confirms the continuing existence, validity and effectiveness of its Guaranty of the Guaranteed Obligations pursuant to Section 15
of the Note Purchase Agreement before and after giving effect to this Agreement, (b) acknowledges, ratifies and reaffirms, and agrees
that this Agreement shall not in any way release, diminish, impair or reduce its payment and performance obligations, contingent or otherwise,
under the Finance Documents to which it is a party (in the case of the Parent Guarantor and the Existing Subsidiary Guarantors, including
without limitation its obligations under its Guaranty of the Guaranteed Obligations pursuant to Section 15 of the Note Purchase Agreement),
and (c) reaffirms each of its waivers set forth in Section 15.3 of the Note Purchase Agreement.


 


5.4 Counterparts,
Facsimiles. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto. Delivery of an executed signature page by facsimile, e-mail or other electronic transmission shall
be effective as delivery of a manually signed counterpart of this Agreement.


 


5.5 Payment
of Fees, Costs and Expenses. The Company agrees to pay, within five Business Days after the receipt by the Company of an invoice
therefor, the reasonable fees, costs, expenses, charges and disbursements incurred by the Noteholders in connection with the preparation,
negotiation and execution of this Agreement (including, without limitation, the reasonable fees of the Noteholders’ U.S. special
counsel, Akin Gump Strauss Hauer & Feld LLP) and the matters contemplated hereby.


 






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5.6 Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors
and assigns.


 


5.7 Amendment
and Waiver. This Agreement may be amended, and the observance of any term hereof may be waived, only with the written consent of
each of the parties hereto.


 


5.8 Severability.
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement
required hereunder.


 


5.9 Entire
Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof.


 


5.10 Designation
as Finance Document. The parties hereto agree that this Agreement constitutes a Finance Document.


 


5.11 Governing
Law; Jurisdiction and Process; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. The terms of
Section 24.7 of the Note Purchase Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto expressly
and irrevocably agree to such terms.


 


(Remainder
of Page Intentionally Left Blank - Signature Page Follows)


 




    5


     


    

 


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


 


	OBLIGORs:	 
	 	 	 
	PROCAPS
    S.A.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name: 	Grethel
    Moreno Romero	 
	Title:	Legal
    Representative	 
	 	 	 
	PROCAPS
    GROUP, S.A.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name:	Grethel
    Moreno Romero	 
	Title:	Authorized
    Representative	 
	 	 	 
	C.I.
    PROCAPS, S.A.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name:	Grethel
    Moreno Romero	 
	Title:	Legal
    Representative	 
	 	 	 
	DIABETRICS
    HEALTHCARE S.A.S.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name:	Grethel
    Moreno Romero	 
	Title:	Legal
    Representative	 


 


(Signature
Page to First Amendment to Note Purchase and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	PHARMAYECT
    S.A.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name: 	Grethel
    Moreno Romero	 
	Title:	Authorized
    Representative	 
	 	 	 
	PROCAPS,
    S.A. DE C.V.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name:	Grethel
Moreno Romero	 
	Title:	Authorized
    Representative	 
	 	 	 
	BIOKEMICAL,
    S.A. DE C.V.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name:	Grethel
    Moreno Romero	 
	Title:	Authorized
    Representative	 



 


(Signature
Page to First Amendment to Note Purchase and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	COLBRAS
    INDÚSTRIA E COMÉRCIO LTDA.	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name:	Grethel
    Moreno Romero	 
	Title:	Authorized
    Representative	 
	 	 	 
	By:	/s/
    Carlos Piocuda	 
	Name:	Carlos
    Piocuda	 
	Title:	Authorized
    Representative	 
	 	 	 
	Witnesses:	 
	 	 	 
	1.	/s/
    Marcela Caravajalino Pagano	 
	Name: 	Marcela
    Caravajalino Pagano	 
	Id:
    22.579.748	 
	 	 	 
	2.	/s/
    Natalia Caballero Char	 
	Name:	Natalia
    Caballero Char	 
	Id:
    53.145.522	 


 


(Signature
Page to First Amendment to Note Purchase and Guarantee Agreement – Procaps S.A.)


 




     


     


    

 


	SOFGEN
    PHARMACEUTICALS LLC	 
	 	 	 
	By:	/s/
    Grethel Moreno Romero	 
	Name: 	Grethel
    Moreno Romero	 
	Title:	Authorized
    Representative	 


 


(Signature
Page to First Amendment to Note Purchase and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	CRYNSSEN
    PHARMA GROUP LTD	 
	 	 	 
	By:	/s/
    Carlos Piocuda	 
	Name: 	Carlos
    Piocuda	 
	Title:	Authorized
    Representative	 


 


(Signature
Page to First Amendment to Note Purchase and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	Noteholders:	 
	 	 
	THE
    PRUDENTIAL INSURANCE COMPANY OF AMERICA
	PRUDENTIAL
    ANNUITIES LIFE ASSURANCE CORPORATION
	 	 	 	 
	By:	PGIM,
    Inc. (as Investment Manager)	 
	 	 	 	 
	 	By:	/s/
    Ty Bowman	 
	 	Name: 	Ty
    Bowman	 
	 	Title:	Vice
    President	 



 


(Signature
Page to First Amendment to Note Purchase and Guarantee Agreement – Procaps S.A.)


 






     


     


    

 


	HEALTHSPRING
    LIFE & HEALTH INSURANCE COMPANY, INC.
	 	 
	By:	Cigna
    Investments, Inc. (authorized agent)	 
	 	 	 	 
	 	By:	/s/
    Leonard Mazlish	 
	 	Name: 	Leonard
    Mazlish	 
	 	Title:	Managing
    Director	 
	 	 	 	 
	CIGNA
    HEALTH AND LIFE INSURANCE COMPANY
	 	 
	By:	Cigna
    Investments, Inc. (authorized agent)	 
	 	 	 	 
	 	By:	/s/
    Leonard Mazlish	 
	 	Name:	Leonard
    Mazlish	 
	 	Title:	Managing
    Director	 


 


(Signature
Page to First Amendment to Note Purchase and Guarantee Agreement – Procaps S.A.)


 




     


     


    

 


Annex
A


 


Existing Subsidiary Guarantors


 


C.I.
Procaps S.A., a sociedad anónima organized under the laws of Colombia


 


Diabetrics
Healthcare S.A.S., a sociedad por acciones simplificada organized under the laws of Colombia


 


Pharmayect
S.A., a sociedad por acciones simplificada organized under the laws of Colombia


 


Procaps,
S.A. de C.V., a sociedad anónima de capital variable organized under the laws of El Salvador


 


Biokemical,
S.A. de C.V., a sociedad anónima de capital variable organized under the laws of El Salvador


 


Colbras
Indústria e Comércio Ltda., a sociedade limitada organized under the laws of Brazil, enrolled with the Brazilian
Taxpayer’s Registry (CNPJ) under no 00.413.925/0001-64


 


Sofgen
Pharmaceuticals LLC, a limited liability company organized under the laws of the State of Florida


 


Crynssen
Pharma Group Ltd, a private limited liability company registered and organized under the laws of Malta under company registration number
C 59671


 



    Annex A - 1


     


    

 


Annex
B


 


Amendments


 


		1.	Section
                                            9.9 (Most Favored Lender). Clause (e) of Section 9.9 of the Note Purchase Agreement is
                                            amended and restated in its entirety to read as follows:



 


“(e)
Notwithstanding anything set forth in this Section 9.9, no More Favorable Provision given or granted under the Syndicated Existing Credit
Facility (including any replacement or substitute agreements entered into after the date of this Agreement) shall be deemed incorporated
into this Agreement as an Incorporated Provision until the earlier of (i) February 28, 2022 and (ii) the date that the Parent Guarantor
or any of its Subsidiaries enters into an agreement that is a replacement or substitution of the Syndicated Existing Credit Facility.”


 


		2.	Schedule
                                            A (Defined Terms); Definition of “Relevant Provision”. Clause (i) of the
                                            definition of “Relevant Provision” set forth in Schedule A (Defined Terms) of
                                            the Note Purchase Agreement is amended and restated in its entirety to read as follows:



 


“(i)
any information reporting requirement, affirmative or negative covenant or undertaking or any event of default that exists in the Syndicated
Existing Credit Facility (as such facility is amended, amended and restated, refinanced or replaced), as in effect on the earlier of
(x) February 28, 2022 and (y) the date that the Parent Guarantor or any of its Subsidiaries enters into an agreement that is a replacement
or substitution of the Syndicated Existing Credit Facility and”


 


 


Annex
B - 1