REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 12, 2014 by and among Grifols Worldwide Operations Limited, a private limited company validly incorporated and existing under the laws of Ireland (the “Issuer”) and a wholly-owned subsidiary of Grifols S.A., a company incorporated under the laws of the Kingdom of Spain (“Parent”) and each of the guarantors listed in Schedule 2 to the Purchase Agreement (as defined below) (collectively, the “Guarantors”), and Nomura Securities International, Inc. (“Nomura”) 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 $1,000,000,000 aggregate principal amount of the Issuer’s 5.25% Senior Notes due 2022 (the “Initial Notes”) to be guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees
CREDIT AND GUARANTY AGREEMENT among GRIFOLS WORLDWIDE OPERATIONS LIMITED, as Foreign Borrower, GRIFOLS WORLDWIDE OPERATIONS USA, INC. as U.S. Borrower, GRIFOLS, S.A. AND CERTAIN SUBSIDIARIES OF GRIFOLS, S.A., as Guarantors, VARIOUS LENDERS, DEUTSCHE...Credit and Guaranty Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of February 27, 2014, is entered into by and among GRIFOLS WORLDWIDE OPERATIONS LIMITED, a private company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), GRIFOLS WORLDWIDE OPERATIONS USA, INC., a Delaware corporation and a wholly-owned Subsidiary of the Foreign Borrower (the “U.S. Borrower” and, together with the Foreign Borrower, the “Borrowers”), GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), as a Guarantor, 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”).
CREDIT AND GUARANTY AGREEMENT among GRIFOLS, S.A., as Borrower, CERTAIN SUBSIDIARIES OF GRIFOLS, S.A., as Guarantors, VARIOUS LENDERS, NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent, NOMURA SECURITIES INTERNATIONAL, INC., as Sole...Credit and Guaranty Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of January 3, 2014, is entered into by and among, GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, and NOMURA CORPORATE FUNDING AMERICAS, LLC (“Nomura”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”).
U.S. PLEDGE AND SECURITY AGREEMENT dated as of February 27, 2014 between EACH OF THE GRANTORS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentPledge and Security Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This U.S. PLEDGE AND SECURITY AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between each of the subsidiaries of the Parent (as herein defined) that are U.S. Loan Parties and Grifols Worldwide Operations Limited, a private limited company validly incorporated and existing under the laws of Ireland (the “Irish Grantor”), 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”).
PLEDGE AGREEMENT dated as of February 27, 2014 between GRIFOLS, S.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentPledge Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This PLEDGE AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between GRIFOLS, S.A. (the “Pledgor”), a sociedad anónima organized under the laws of the Kingdom of Spain 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”).
AMENDMENT NO. 1 TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations
This First Amendment to Share and Asset Purchase Agreement, dated as of December 27, 2013 (this “First Amendment”), is entered into by and among Novartis Vaccines and Diagnostics, Inc., a Delaware corporation (“Seller”), Novartis Corporation, a New York corporation, as guarantor, G-C Diagnostics Corp., a Delaware corporation (“Buyer”), and Grifols, S.A. a company (sociedad anónima) organized under the Laws of Spain, as guarantor.
PATENT SECURITY AGREEMENTPatent Security Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This PATENT SECURITY AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENTCredit Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
AMENDMENT AGREEMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT, dated as of March 17, 2014 (this “Amendment”), by and among GRIFOLS WORLDWIDE OPERATIONS USA, INC. (the “U.S. Borrower”), GRIFOLS WORLDWIDE OPERATIONS LIMITED (the “Foreign Borrower”), GRIFOLS, S.A. (the “Parent”), each of the other Loan Parties named on the signature pages hereto, the Lenders named on the signature pages hereto and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”), and as collateral agent. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement (as defined below) as the context may require.
AMENDMENT NO. 2 TO SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations
This Second Amendment to Share and Asset Purchase Agreement, dated as of January 9, 2014 (this “Second Amendment”), is entered into by and among Novartis Vaccines and Diagnostics, Inc., a Delaware corporation (“Seller”), Novartis Corporation, a New York corporation, as guarantor, G-C Diagnostics Corp., a Delaware corporation (“Buyer”), and Grifols, S.A. a company (sociedad anónima) organized under the Laws of Spain, as guarantor.
SHARE AND ASSET PURCHASE AGREEMENT by and among NOVARTIS VACCINES AND DIAGNOSTICS, INC., NOVARTIS CORPORATION, AS GUARANTOR, G-C DIAGNOSTICS CORP., and GRIFOLS, S.A., AS GUARANTOR, dated as of November 10, 2013Share and Asset Purchase Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This Share and Asset Purchase Agreement (this “Agreement”), dated as of November 10, 2013, is entered into between Novartis Vaccines and Diagnostics, Inc., a Delaware corporation (“Seller”) and, solely for the purposes of Section 6.20(a), Novartis Corporation, a New York corporation (“Novartis Corporation”), G-C Diagnostics Corp., a Delaware corporation (“Buyer”), and, solely for the purposes of Section 6.20(b), Grifols, S.A., a company (sociedad anónima) organized under the Laws of Spain (“Grifols”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • April 4th, 2014 • Grifols SA • Pharmaceutical preparations • New York
This TRADEMARK SECURITY AGREEMENT, dated as of February 27, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
