SUPPLEMENTAL INDENTURE
Exhibit 2.14
Execution Version
SUPPLEMENTAL INDENTURE (“this Supplemental Indenture”) dated as of July 21, 2023 by and among Grifols, S.A. (the “Issuer”), the other parties that are signatories hereof as Guarantors (collectively, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), BNY Mellon Corporate Trustee Services Limited, as trustee under the indenture referred to below (in such capacity, the “Trustee”), The Bank of New York Mellon, London Branch, as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
WHEREAS, on April 21, 2022, Grifols Escrow Issuer, S.A.U. (the “Escrow Issuer”) was designated as a Restricted Subsidiary of the Issuer pursuant to the Indenture, and, on the same date, pursuant to a supplemental indenture the Escrow Issuer became a Guarantor of all of the Issuer’ obligations under the Notes and the Indenture;
WHEREAS, pursuant to Section 9.01(c) of the Indenture, the Issuer, the Trustee and the Notes Collateral Agent are authorized to execute and deliver this Supplemental Indenture.
(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2)Release of Guarantee and Collateral. In reliance on an Officers’ Certificate and Opinion of Counsel, dated the date hereof, the Trustee and the Notes Collateral Agent hereby acknowledge, without representation, warranty or recourse, that, as a result of the merger of the
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Escrow Issuer with and into the Issuer (i) the Guarantee granted by the Escrow Issuer has been automatically released, and the Escrow Issuer is no longer a Guarantor in accordance with the terms of the Indenture and (ii) the Pledge, which formed part of the Collateral, has been automatically released in accordance with the terms of the Indenture.
(3)Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Guarantee shall remain in full force and effect.
(4)Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
(5)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of the Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(6)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(7)The Trustee and the Notes Collateral Agent. Neither the Trustee nor the Notes Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guaranteeing Subsidiaries.
[Signature Pages Follow]
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| GRIFOLS, S.A., as Issuer | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| GRIFOLS BIOLOGICALS LLC, as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| GRIFOLS INTERNATIONAL S.A., as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| GRIFOLS SHARED SERVICES NORTH AMERICA, INC, as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| GRIFOLS THERAPEUTICS LLC, as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
[Signature Page to Supplemental Indenture (2019) (Escrow Issuer Merger)]
| GRIFOLS USA LLC, as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| GRIFOLS WORLDWIDE OPERATIONS LIMITED, as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| GRIFOLS WORLDWIDE OPERATIONS USA, INC., as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| INSTITUTO GRIFOLS S.A., as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
| GRIFOLS BIOTEST HOLDINGS GMBH, as Guarantor | |
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| By: | |
| | Name: |
| | Title: Authorized signatory |
[Signature Page to Supplemental Indenture (2019) (Escrow Issuer Merger)]
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, as Trustee | | |
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By: | | |
Name: | | |
Title: | |
THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Notes Collateral Agent | | |
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By: | | |
Name: | | |
Title: | |
[Signature Page to Supplemental Indenture (2019) (Escrow Issuer Merger)]