AUNA S. A. TRUSTEE’S CERTIFICATE OF AUTHENTICATION
AUNA S. A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 00X, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, as a borrower hereunder (“Auna”);
AUNA S. A. Axxxxxx Xxxxxxxxx xx Xxxxxx 0000 Xxx Xxxxxx Xxxx Perú Attention: Chief Financial Officer For value received, the undersigned hereby jointly and severally and unconditionally guarantee as principal obligors and not merely as a surety, to the Holder of this Note, the cash payments in Dollars of principal, premium (if any) and interest on this Note (and including premium and Additional Amounts payable thereon, if any) in the amounts and at the times when due, together with interest on the overdue principal, premium (if any) and interest, if any, on this Note, if lawful, and the payment or performance of all other obligations of the Issuer under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and conditions of this Note and the Indenture (as defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of November 20, 2020, among the Issuer, the Guarantors and Citibank, N.A., as trustee (together with its successors hereunder, in such capacity, the “Trustee”), a security registrar, transfer agent and a paying agent. The obligations of the undersigned to the Holders and to the Trustee are expressly set forth in the Indenture and reference is hereby made to the Indenture for the precise terms thereof.
AUNA S. A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg with its registered office located at 00X, Xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590 (the “Issuer”), the Guarantors and Citibank, N.A., a corporation organized under the laws of the State of New York authorized to conduct a banking business, as trustee (the “Trustee”), security registrar, paying agent and transfer agent. This letter relates to U.S.$[ ] of the Notes that are held as a beneficial interest in the Restricted Global Note (CUSIP No. 05151A AA1) with DTC in the name of [NAME OF TRANSFEROR] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Regulation S Global Note (ISIN No.: USL0415AAA18) to be held with [NAME OF PARTICIPANT] through DTC. If this is a partial transfer, a minimum amount of U.S.$1,000 or any integral multiple of U.S.$1 in excess thereof of the Restricted Global Note (or beneficial interests therein) will remain outstanding in the name of the Transferor. In connection with such request, the Transferor does hereby certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and (a) with respect to transfers made in reliance upon Regulation S under the Securities Act, the Transferor does hereby certify that:
AUNA S. A., an openly held corporation organized under the laws of Peru (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum shown above. Each Note and Additional Note shall bear interest at a rate of 6.500% per annum from the issue date of such Note or Additional Note or from the most recent interest Payment Date to which interest has been paid, as the case may be, payable semi-annually in arrears on each Payment Date commencing on May 20, 2021 until the principal thereof is paid or duly provided for. Interest on the Notes will accrue and be payable in Dollars and will be computed on the basis of a 360-day year of twelve 30-day months, and will be payable to the Holders of record on the 15th calendar day (whether or not a Business Day) immediately preceding the related interest Payment Date.
AUNA S. A. as Issuer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer
AUNA S. A., an openly held corporation organized under the laws of Peru (the “Issuer”), the Guarantors and Citibank, N.A., a corporation organized under the laws of the State of New York authorized to conduct a banking business, as trustee (the “Trustee”), security registrar, paying agent and transfer agent. This letter relates to U.S.$[__________] of the Notes that are held as a beneficial interest in the Restricted Global Note (CUSIP No. 05151V AA5) with DTC in the name of [NAME OF TRANSFEROR] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Regulation S Global Note (ISIN No.: USP0592VAA63) to be held with [NAME OF PARTICIPANT] through DTC. If this is a partial transfer, a minimum amount of U.S.$200,000 or any integral multiple of U.S.$1,000 in excess thereof of the Restricted Global Note (or beneficial interests therein) will remain outstanding in the name of the Transferor. In connection with such request, the Transferor does hereby certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and (a) with respect to transfers made in reliance upon Regulation S under the Securities Act, the Transferor does hereby certify that:
AUNA S. A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg with its registered office located at 00X, Xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590 (the “Issuer”), the Guarantors and Citibank, N.A., a corporation organized under the laws of the State of New York authorized to conduct a banking business, as trustee (the “Trustee”), security registrar, paying agent and transfer agent. This letter relates to U.S.$[ ] of the Notes that are held as a beneficial interest in the Regulation S Global Note (ISIN No.: USL0415AAA18) with [Euroclear] [Clearstream] (Common Code No. 226352805) through DTC in the name of [NAME OF TRANSFEROR] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest in the Notes for an interest in the Restricted Global Note (CUSIP No. 05151A AA1) to be held with [NAME OF PARTICIPANT] through DTC. If this is a partial transfer, a minimum amount of U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof of the Regulation S Global Note (or beneficial interests therein) will remain outstanding in the name of the Transferor. In connection with such request, the Transferor does hereby certify that such Notes (or beneficial interests therein) are being transferred in accordance with Rule 144A under the Securities Act to a transferee that the Transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”) who is purchasing such Notes (or beneficial 6 This certification is to be made upon transfers or exchanges under Rule 144A of interests in the Regulation S Note pursuant to Section 2.6(c) of the Indenture. interests therein) for its own account or for the account of a QIB with respect to which the transferee exercises sole investment discretion, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. This certificate and the statements contained herein are made for your benefit and for the benefit of the Issuer and the Trustee. [Insert name of Transferor] By: Name: Title: Dated: cc:
AUNA S. A.A. 6.500% Senior Notes due 2025 (the “Notes”)
