This SECOND SUPPLEMENTAL INDENTURE, dated as of October 22, 2019 (this Supplemental Indenture), among ALDER BIOPHARMACEUTICALS, INC., a Delaware corporation (the Company), as issuer, LUNDBECK LLC (Lundbeck), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the Trustee), to the Indenture, dated as of February 1, 2018 (as supplemented by the First Supplemental Indenture, dated as of February 1, 2018 (the First Supplemental Indenture) between the Company and the Trustee and as further supplemented or otherwise modified prior to the date hereof, the Indenture), between the Company and the Trustee.
WHEREAS, the Company has heretofore executed and delivered the Indenture, pursuant to which the Company issued its 2.50% Convertible Senior Notes due 2025 (the Notes) in the original aggregate principal amount of $287,500,000;
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of September 16, 2019 (as amended, restated, supplemented or otherwise modified, the Merger Agreement), by and among the Company, H. Lundbeck A/S, a Danish aktieselskab (Parent), Lundbeck, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent, and Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Lundbeck (Merger Sub);
WHEREAS, pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the Merger) on the date hereof with the Company, as the surviving entity in the Merger, becoming an indirect wholly owned subsidiary of Parent as of the date hereof;
WHEREAS, the Merger constitutes a Common Stock Change Event under the Indenture;
WHEREAS, Section 11.06(a) of the First Supplemental Indenture provides that, prior to or at the effective time of any Common Stock Change Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 9.02(h) of the First Supplemental Indenture providing that, at and after the effective time of such Common Stock Change Event, 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 kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Common Stock Change Event would have owned or been entitled to receive (the Reference Property) upon such Common Stock Change Event;
WHEREAS, in connection with the Merger, each outstanding share of Common Stock prior to the effective time (other than the Excluded Shares as set forth in the Merger Agreement) shall be converted into the right to receive (x) an amount in cash equal to $18.00 and (y) one (1) contingent value right (a CVR), which shall represent the right to receive the Milestone Payment (as such term is used in the Contingent Value Rights Agreement, dated as of October 21, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the CVR Agreement) by and among Parent, Lundbeck and Computershare Trust Company, N.A. and Computershare Inc., collectively with Computershare Trust Company, N.A. as rights agent) without interest and subject to any applicable withholding taxes, in accordance with the terms of the Merger Agreement;