Exhibit 4.1


 


EXECUTION VERSION


 


SECOND SUPPLEMENTAL INDENTURE 


 


SECOND SUPPLEMENTAL INDENTURE, dated as of
November 16, 2020 (this “Supplemental Indenture”), by and between AMAG Pharmaceuticals, Inc., a Delaware
corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”),
supplements the Indenture dated as of May 10, 2017, as amended and supplemented by the First Supplemental Indenture, dated
as of May 10, 2017 (as it may be further amended or supplemented from time to time, the “Indenture”), between
the Company and the Trustee.


 


RECITALS OF THE COMPANY


 


WHEREAS, pursuant to the Indenture, the
Company issued $320,000,000 aggregate principal amount of 3.25% Convertible Senior Notes due 2022 (the “Notes”);


 


WHEREAS, pursuant to the Agreement and Plan
of Merger (the “Merger Agreement”), dated as of October 1, 2020, among the Company, Covis Group S.à
r.l (the “Parent”), Covis Mergerco Inc., an indirectly wholly owned subsidiary of the Parent (“Merger
Sub”), and (solely with respect to certain sections thereof) Covis Finco S.à r.l., the direct parent company of
Parent (the “Debt Financing Borrower”), Merger Sub has offered to purchase any and all outstanding shares of
common stock, par value $0.01 per share (the “Common Stock”), of the Company at a price per share of $13.75
in cash, without interest thereon and less any applicable withholding taxes (the “Offer”);


 


WHEREAS, following the consummation of the
Offer, pursuant to the Merger Agreement, Merger Sub will merge with and into the Company with the Company surviving as a wholly
owned indirect subsidiary of the Parent (the “Merger”);


 


WHEREAS, pursuant to the Merger Agreement,
at the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), each share of Common Stock
(as defined in the Merger Agreement) issued and outstanding immediately prior to the Effective Time, other than certain shares
as set forth in the Merger Agreement, will be converted into the right to receive $13.75 in cash, without interest thereon and
less any applicable withholding taxes (the “Stock Price”);


 


WHEREAS, pursuant to Section 14.07(a) of
the Indenture, the Merger constitutes a Share Exchange Event, and the Indenture provides that the Company shall execute with the
Trustee a supplemental indenture providing that from and after the Effective Time the right to convert each $1,000 principal amount
of Notes shall be changed into a right to convert such principal amount of Notes into the units of Reference Property;


 


WHEREAS, pursuant to the terms of the Merger
Agreement and Section 14.07(a) of the Indenture, each unit of Reference Property consists of $13.75 in cash;


 


WHEREAS, Section 10.02(g) of the
Indenture provides that the Company and the Trustee may enter into a supplemental indenture, without prior notice to or the consent
of the Holders of any of the Notes at the time outstanding, in connection with any Share Exchange Event to provide that the Notes
are convertible into Reference Property, subject to the provisions of Section 14.02 of the Indenture, and to make related
changes to the terms of the Notes to the extent expressly required by Section 14.07 of the Indenture;


 


WHEREAS, the Board of Directors has duly adopted
resolutions authorizing the Company to execute and deliver this Supplemental Indenture;


 


WHEREAS, the Company has requested that the
Trustee execute and deliver this Supplemental Indenture and has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel; and


 






     


     


    

 


WHEREAS, all conditions precedent provided
for in the Indenture relating to the execution of this Supplemental Indenture have been complied with.


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH, for and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto mutually covenant and agree for the equal and proportionate benefit of the Holders as follows:


 


ARTICLE I

TERMS


 


Section 1.01 Definitions. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in the Indenture.


 


ARTICLE II

AMENDMENTS


 


Section 2.01 Conversion Right.
Pursuant to Section 14.07(a) of the Indenture, from and after the Effective Time, the right to convert each $1,000 principal
amount of Notes shall be changed into a right to convert such principal amount of Notes solely into a number of units of Reference
Property in an aggregate amount equal to the Conversion Rate in effect on the Conversion Date (subject to any adjustments under
Section 14.03 of the Indenture) multiplied by the Stock Price paid per share of Common Stock in the Merger, (A) which
in the case of a conversion in connection with a Make-Whole Fundamental Change as described in the second sentence of Section 14.03(a) will
be cash equal to $502.513 per $1,000 principal amount of Notes based on a Conversion Rate equal to (i) 36.5464 shares of Common
Stock per $1,000 principal amount of Notes plus (ii) no Additional Shares (no Additional Shares are payable as determined
by reference to the table set forth in Section 14.03(e) of the Indenture based on the Effective Date of the Make-Whole
Fundamental Change being November 16, 2020 and the Stock Price paid per share of Common Stock in the Make-Whole Fundamental
Change being cash in amount equal to $13.75), and (B) which in the case of a conversion at all other times when such Notes
are convertible beginning immediately after the Business Day immediately preceding the Fundamental Change Repurchase Date corresponding
to such Fundamental Change will be cash equal to $502.513 per $1,000 principal amount of Notes. Accordingly, any reference in respect
of the Holders’ conversion rights to a share of Common Stock in the Indenture shall be deemed a reference to a right to receive
a cash amount equal to $13.75 and the provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis,
to the Holders’ right to convert the Notes only into the cash Reference Property. For the avoidance of doubt, Holders will
not have the right to convert Notes into shares of common stock or other securities of the Company.


 


Section 2.02 Last Reported Sale Price
of the Common Stock. With respect to any date from and after the Effective Time, the Last Reported Sale Price shall be $13.75
on that date, notwithstanding anything to the contrary in the Indenture.


 


ARTICLE III

ACCEPTANCE OF SUPPLEMENTAL INDENTURE


 


Section 3.01 Trustee’s Acceptance.
The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth
in the Indenture.


 


ARTICLE IV

MISCELLANEOUS PROVISIONS


 


Section 4.01 Governing Law; Waiver
of Trial by Jury. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


  



     


     


    

 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 4.02 Benefits of Supplemental
Indenture. Nothing in this Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties hereto,
the Holders, any Paying Agent, any Conversion Agent, any Bid Solicitation Agent, any Security Registrar and their successors hereunder,
any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or under any covenant, condition
or provision contained in this Supplemental Indenture; all such covenants, conditions and provisions being for the sole benefit
of the parties hereto and of the Holders of the Notes.


 


Section 4.03 Execution in Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.  The exchange of copies of this Supplemental Indenture and of signature
pages by facsimile or PDF transmission or electronic signatures and the keeping of records in electronic form, shall be of
the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping
system, as applicable, to the fullest extent and as provided for in any Applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws
based on the Uniform Electronic Transactions Act. The Trustee shall have no duty to inquire into or investigate the authenticity
or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without
any liability with respect thereto.


 


Section 4.04 Ratification of Indenture.
The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.


 


Section 4.05 The Trustee. The
Trustee makes no representations as to and shall not be responsible in any manner whatsoever for or in respect of the validity
or sufficiency of this Supplemental Indenture. The recitals in this Supplemental Indenture are made by the Company only and not
by the Trustee, and all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Indenture
are deemed to be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as
if set forth herein in full.


 


Section 4.06 Effect on Successors
and Assigns. Notwithstanding Section 17.08 of the Indenture, all agreements of the Company, the Trustee, the Note Registrar,
the Paying Agent and the Conversion Agent in this Supplemental Indenture will bind their respective successors.


 


Section 4.07 Headings, Etc. The
titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the day and year first written above.


 


	 	AMAG PHARMACEUTICALS, INC.  
	 	 
	 	By: 	/s/ Michael Porter  
	 	 	Name: 	Michael Porter  
	 	 	Title: 	President and Chief Executive Officer  



 


[Signature Page to Supplemental
Indenture]


 






     


     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee
	 	 	 
	 	By: 	/s/ Quinton M. DePompolo
	 	 	Name: 	Quinton M. DePompolo
	 	 	Title: 	Banking Officer



  


[Signature Page to Supplemental
Indenture]