REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 21, 2011, by and among Giant Funding Corp., a Delaware corporation (the “Escrow Corporation”), and Deutsche Bank Securities Inc. (“DBSI”), as representative of the several initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase a portion of the $1,100,000,000 aggregate principal amount of the Companys 8.25% Senior Notes due 2018 (the “Initial Notes”) to be guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees are herein collectively referred to as the “Securities”. On the Completion Date, Grifols Inc., a Virginia corporation (the “Company”), Grifols, S.A. (the “Parent Guarantor”) and each of the subsidiaries of Parent that are guarantors under the Credit Facilities (as defined in the Purchase Agreement) (other than any fore
U.S. PLEDGE AND SECURITY AGREEMENT dated as of June 1, 2011 between EACH OF THE GRANTORS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentPledge and Security Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
This U.S. PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Grifols Inc., a Virginia corporation (the “U.S. Borrower”), and each of the subsidiaries of the Parent party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (other than the Collateral Agent, each, a “Grantor”), and Deutsche Bank AG New York Branch as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
Joinder AgreementRegistration Rights Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT JOINDER (this “Joinder Agreement”) dated as of June 1, 2011, among GRIFOLS INC., a Virginia corporation (the “Company”), GRIFOLS, S.A., a company organized under the laws of the Kingdom of Spain (“Parent”) and the subsidiaries of Parent set forth on the signature pages hereto (the “Subsidiary Guarantors” and together with Parent, the “Guarantors”).
CREDIT AND GUARANTY AGREEMENT dated as of November 23, 2010 among GRIFOLS INC., as U.S. Borrower, GRIFOLS, S.A., as Foreign Borrower, GRIFOLS, S.A. AND CERTAIN SUBSIDIARIES OF GRIFOLS, S.A., as Guarantors, VARIOUS LENDERS, DEUTSCHE BANK SECURITIES,...Credit and Guaranty Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of November 23, 2010, is entered into by and among GRIFOLS INC., a Delaware corporation (the “U.S. Borrower”), GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent” and, in its capacity as borrower hereunder, the “Foreign Borrower” and, together with the U.S. Borrower, the “Borrowers”), THE PARENT AND CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, the Lenders party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).
SUPPLEMENTAL INDENTURE RELATED TO THE COMPLETION DATESupplemental Indenture • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 1, 2011, among GRIFOLS INC., a Virginia corporation (the “Company”), GRIFOLS, S.A., a company organized under the laws of the Kingdom of Spain (“Parent”), the subsidiaries of Parent set forth on the signature pages hereto (the “Subsidiary Guarantors” and together with Parent, the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee under the indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of March 3, 2011 and is entered into by and among GRIFOLS, INC., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”) acting with the consent of the Lenders, and is made with reference to that certain Credit and Guaranty Agreement dated as of November 23, 2010 (as amended, modified and/or supplemented through, but not including, the date hereof, the “Credit Agreement”) by and among the U.S. Borrower, the Foreign Borrower, the Lenders, the Administrative Agent and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
COUNTERPART AGREEMENTCounterpart Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
This COUNTERPART AGREEMENT, dated June 1, 2011 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (toget
ContractAssumption Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
THIS ASSUMPTION AGREEMENT (this “Agreement”) is dated as of June 1, 2011, by and between Grifols, Inc., a Virginia corporation (“Grifols Virginia”), and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
This SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) dated as of October 4, 2011, among GRIFOLS DEUTSCHLAND GMBH, a German corporation (the “Guaranteeing Subsidiary”), GRIFOLS INC., a Virginia corporation (the “Company”), and THE BANK OF NEW YORK MELLON, N.A., as trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 24th, 2011 • Grifols Germany GmbH • Pharmaceutical preparations • New York
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of May 31, 2011, among GRIFOLS, INC. (the “U.S. Borrower” or the “Borrower Representative”) and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement (as defined below).
