AMAG PHARMACEUTICALS, INC. Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, TrusteeIndenture • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of February 14, 2014, among AMAG PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association as trustee (the “Trustee”):
AMAG PHARMACEUTICALS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 14, 2014 to Indenture for Senior Debt Securities Dated as of February 14, 2014 2.50% Convertible Senior Notes due 2019First Supplemental Indenture • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE dated as of February 14, 2014 (this “Supplemental Indenture”) between AMAG PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of February 14, 2014 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandWarrant Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
To: AMAG Pharmaceuticals, Inc. 1100 Winter Street Waltham, Massachusetts 02451 Attention: Mr. Frank E. Thomas: Executive Vice President, Chief Operating Officer Telephone No.: (617) 498-3377 Facsimile No.: (617) 588-0475
RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000Warrant Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AMAG Pharmaceuticals, Inc. (“Company”) to Royal Bank of Canada (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036Base Call Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated November 6, 2013, as supplemented by the Prospectus Supplement dated February 11, 2014 (as so supplemented, the “Prospectus”) relating to the Convertible Senior Notes due 2019 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 175,000,000 (as increased by up to an aggregate principal amount of USD 25,000,000 if and to the extent that the Underwriters (as defined herein) exercises
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036Warrant Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AMAG Pharmaceuticals, Inc. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Amendment dated as of February 11, 2014 (this “Amendment”) to the Rights Agreement, dated as of September 4, 2009 (the “Rights Agreement”), is entered into between AMAG PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandCall Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated November 6, 2013, as supplemented by the Prospectus Supplement dated February 11, 2014 (as so supplemented, the “Prospectus”) relating to the Convertible Senior Notes due 2019 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 175,000,000 (as increased by up to an aggregate principal amount of USD 25,000,000 if and to the extent that the Underwriters (as defined herein) exercises
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036Warrant Confirmation • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AMAG Pharmaceuticals, Inc. (“Company”) to Morgan Stanley & Co. International plc (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281 Telephone: (212) 858-7000 February 13, 2014Confirmation of Call Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations
To: AMAG Pharmaceuticals, Inc. 1100 Winter Street Waltham, Massachusetts 02451 Attention: Mr. Frank E. Thomas: Executive Vice President, Chief Operating Officer Telephone No.: (617) 498-3377 Facsimile No.: (617) 588-0475
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandWarrant Agreement • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by AMAG Pharmaceuticals, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036Call Option Transaction • February 14th, 2014 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations
To: AMAG Pharmaceuticals, Inc. 1100 Winter Street Waltham, Massachusetts 02451 Attention: Mr. Frank E. Thomas: Executive Vice President, Chief Operating Officer Telephone No.: (617) 498-3377 Facsimile No.: (617) 588-0475
