AUNA S.A. Class A Ordinary Shares, with a nominal value of US$0.01 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine • New York
AUNA S.A.A. U.S.$300,000,000 6.500% SENIOR NOTES DUE 2025 INDENTURE Dated as of November 20, 2020 AUNA S.A.A., as Issuer The GUARANTORS Party Hereto, and CITIBANK, N.A., as Trustee, Paying Agent, Registrar and Transfer AgentIndenture • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine • New York
This certificate and the statements contained herein are made for your benefit and for the benefit of the Issuer and the Trustee.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 30th, 2020 • Auna S.A.A. • Services-offices & clinics of doctors of medicine
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of September, 2020, by and between Auna S.A., a Peruvian corporation (sociedad anónima) (the “Company”) and (“Indemnitee”).
AUNA S.A. REGISTRATION RIGHTS AGREEMENT Dated as of , 2024Registration Rights Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of , 2024 (this “Agreement”), is by and between 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 46A, Avenue J.F. Kennedy, 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 “Company”), Enfoca S.A.F.I. (the “Institutional Shareholder”), Luis Felipe Pinillos and Jesús Zamora León (the “Management Shareholders”).
auna s.a.a. INDENTURE Dated as of November 20, 2020 auna s.a.a., as Issuer The GUARANTORS Party Hereto,Indenture • December 8th, 2023 • Auna S.A. • Services-offices & clinics of doctors of medicine • New York
INDENTURE, dated as of November 20, 2020, among auna s.a.a., an openly held corporation (sociedad anónima abierta) incorporated under the laws of Peru (the “Issuer”), the GUARANTORS listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (in such capacity, the “Trustee”), paying agent (in such capacity, the “Paying Agent”), registrar (in such capacity, the “Registrar”) and transfer agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine • Luxembourg
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2024, by and between 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 46A, Avenue J.F. Kennedy, 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 “Company”) and (“Indemnitee”).
AUNA S.A. U.S.$253,010,840 10.000% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of December 18, 2023 AUNA S.A., as Issuer The GUARANTORS Party Hereto, and CITIBANK, N.A., as Trustee, Paying Agent, Registrar and Transfer AgentIndenture • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine • New York
INDENTURE, dated as of December 18, 2023, among 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 46A, Avenue J.F. Kennedy, 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 listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (in such capacity, the “Trustee”), paying agent (in such capacity, the “Paying Agent”), registrar (in such capacity, the “Registrar”) and transfer agent.
CREDIT AGREEMENT Dated as of December 21, 2018 among AUNA COLOMBIA S.A.S., as the Borrower, the LENDERS party hereto the HEDGE PROVIDERS from time to time party hereto and CITIBANK DEL PERU S.A., as Administrative Agent, CITIBANK, N.A. BANCO...Credit Agreement • September 30th, 2020 • Auna S.A.A. • Services-offices & clinics of doctors of medicine • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 21, 2018, among AUNA COLOMBIA S.A.S., a simplified stock corporation (sociedad por acciones simplificada) incorporated and existing under the laws of Colombia (as defined below) (“Auna Colombia”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), the hedge providers from time to time party hereto (solely for purposes of Article IX and Section 10.01) (in such capacity, the “Hedge Providers”), and the Administrative Agent (as defined below).
AMENDMENT AGREEMENT (hereinafter, the “Agreement”) dated June 30, 2022, entered into:Amendment Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
KR-437075 FIRST ADDENDUM TO THE LOAN-BACKING ASSIGNMENT AGREEMENTAssignment Agreement • December 8th, 2023 • Auna S.A. • Services-offices & clinics of doctors of medicine
IN THE CITY OF LIMA ON JULY THE TWENTY-FIRST (21) OF THE YEAR TWO THOUSAND TWENTY (2020), BEFORE ME ALFREDO PAINO SCARPATI, NOTARY OF LIMA.
ContractAgreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
AGREEMENT OF ADHESION TO THE CONTRACT OF SALE (the “Agreement”) dated October 4, 2022, to the contract for sale of shares, dated February 21, 2022, as modified by amending agreements dated June 30, August 24, September 22 and September 30, 2022, (The “Contract of Sale”) entered into by The RJL Family Trust (the RJL Family Trust), The JL Family Trust (The JL Family Trust), as Subscribing Sellers (the “Subscribing Sellers”) and Grupo Salud Auna México, S.A. de C.V. and Mr. Jesús Antonio Zamora León (the “Buyers”), as buyers, with the appearance of Mr. Genaro Levinson Marcovich, Ms. Hana Krinitzky Melamed, Mr. Dan Levinson Krinitzky, Mr. Roberto Joab Levinson Krinitzky and Mr. Joseph Levinson Krinitzky (the “Original Sellers”) and Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V.(the “Companies”), based on the following Background, Statements and Clauses:
SECOND SUPPLEMENTAL INDENTURE dated as of June 8, 2023 among AUNA, S.A.A., as Issuer The GUARANTORS party hereto, and Citibank, N.A., as Trustee, Registrar, Transfer Agent and Paying AgentSecond Supplemental Indenture • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of June 8, 2023, among AUNA, S.A.A., an openly held corporation (sociedad anónima abierta) incorporated under the laws of Peru (the “Company” or the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT among AUNA COLOMBIA S.A.S., as USD Borrower under the USD Credit Agreement ONCOSALUD S.A.C., as PEN Borrower under the PEN Credit Agreement the GUARANTORS referred to herein SCOTIABANK PERU S.A.A., as PEN...Intercreditor and Collateral Agency Agreement • September 30th, 2020 • Auna S.A.A. • Services-offices & clinics of doctors of medicine • New York
WHEREAS, the USD Borrower, the lenders from time to time party thereto (the “USD Lenders”), the hedge providers from time to time party thereto (the “Hedge Providers”) and the USD Administrative Agent have entered into a credit agreement, dated as of December 21, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “USD Credit Agreement”), providing for the making of loans to the USD Borrower in an aggregate principal amount up to U.S.$110,000,000;
SECOND SUPPLEMENTAL INDENTURE dated as of June 8, 2023 among AUNA, S.A.A., as Issuer The GUARANTORS party hereto, and Citibank, N.A., as Trustee, Registrar, Transfer Agent and Paying AgentSecond Supplemental Indenture • December 8th, 2023 • Auna S.A. • Services-offices & clinics of doctors of medicine
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of June 8, 2023, among AUNA, S.A.A., an openly held corporation (sociedad anónima abierta) incorporated under the laws of Peru (the “Company” or the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.
FOURTH AMENDMENT AGREEMENT (hereinafter, the “Fourth Agreement”) dated September 30, 2022, entered into by:Fourth Amendment Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
CREDIT & GUARANTY AGREEMENT Dated as of November 10, 2023 among AUNA S.A. AND GRUPO SALUD AUNA MÉXICO, S.A. DE C.V., as the Borrowers, the GUARANTORS from time to time party hereto, BANCO NACIONAL DE MÉXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO...Credit & Guaranty Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine • New York
WHEREAS, the Borrowers intend to (i) repay in full the Existing Notes, (ii) exchange the Legacy Bonds and (iii) pay certain costs and fees related to the transactions (together (i), (ii) and (iii), the “Refinancing Transactions”) with the proceeds of the issuance of the Senior Secured Bonds and the making of the Loans hereunder;
emblem] EsSALUD [Social Health Insurance of Peru] THE PRIORITY IS THE INSURED FINAL VERSION PUBLIC-PRIVATE CONCESSION AGREEMENT FOR REMODELING AND IMPLEMENTING INFRASTRUCTURE, EQUIPMENT, MANAGEMENT, AND PROVISION OF CARE AND ADMINISTRATIVE SERVICES AT...The Agreement • September 30th, 2020 • Auna S.A.A. • Services-offices & clinics of doctors of medicine
Dear Mr. Notary, please insert in your Registry of Public Notary Instruments, an instrument of establishment of Public-Private Concession Agreement for Remodeling and Implementing Infrastructure, Equipment, Management, and Provision of Care and Administrative Services at Torre TRECCA which grants ESSALUD-Social Health Insurance, with Unique Taxpayer Registry No. 20131257750, with domicile at Avenida Domingo Cueto Nº 120 - Jesús María, duly represented by its General Manager, Mr. JAVIER ROSAS SANTILLANA, identified with National Identity Document No. 06430274, duly authorized with Board of Directors’ Agreement No. 45-14-ESSALUD-2010 dated July 22, 2010; for the one party, and in favor of CONSORCIO TRECCA S.A.C., with Unique Taxpayer Registry No. 20537078236 and with domicile at Av. Del Pinar Nº 144 Urb. Chacarilla del Estanque Santiago de Surco - Lima, duly represented by ARÍSTIDES DE MACEDO MURGEL, identified with Foreign Identification Card No. 000215751, duly authorized for this purp
THIRD SUPPLEMENTAL INDENTURE dated as of July 19, 2023 among AUNA S.A., as Successor Issuer The GUARANTORS party hereto, and Citibank, N.A., as Trustee, Registrar, Transfer Agent and Paying AgentThird Supplemental Indenture • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 19, 2023, among AUNA S.A., a société anonyme, incorporated and existing under the laws of Luxembourg (the “Successor Issuer”), as successor of AUNA S.A.A., an openly held corporation (sociedad anónima abierta) incorporated under the laws of Peru (the “Company” or the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.
KR-437075 FIRST ADDENDUM TO THE LOAN-BACKING ASSIGNMENT AGREEMENTAssignment Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
IN THE CITY OF LIMA ON JULY THE TWENTY-FIRST (21) OF THE YEAR TWO THOUSAND TWENTY (2020), BEFORE ME ALFREDO PAINO SCARPATI, NOTARY OF LIMA.
FOURTH SUPPLEMENTAL INDENTURE dated as of November 30, 2023 among AUNA S.A., as Issuer The GUARANTORS party hereto, and Citibank, N.A., as Trustee, Registrar, Transfer Agent and Paying AgentFourth Supplemental Indenture • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of November 30, 2023, among 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 46A, avenue J.F. Kennedy, 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 (the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.
KR-437075 FIRST ADDENDUM TO THE LOAN-BACKING ASSIGNMENT AGREEMENTAssignment Agreement • August 25th, 2021 • Auna S.A.A. • Services-offices & clinics of doctors of medicine
MR.: CARLOS ALBERTO CORREA BELAUNDE, WHO DECLARES TO BE A NATIONAL OF: PERU, MARITAL STATUS: MARRIED, PROFESSION OR OCCUPATION: OFFICIAL, AND RESIDE IN THIS CAPITAL, DULY IDENTIFIED WITH NATIONAL IDENTITY DOCUMENT NUMBER: 10219196
THIRD AMENDMENT AGREEMENT (hereinafter, the “Third Agreement”) dated September 22, 2022, entered into by and between:Third Amendment Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
THIRD SUPPLEMENTAL INDENTURE dated as of July 19, 2023 among AUNA S.A., as Successor Issuer The GUARANTORS party hereto, and Citibank, N.A., as Trustee, Registrar, Transfer Agent and Paying AgentThird Supplemental Indenture • December 8th, 2023 • Auna S.A. • Services-offices & clinics of doctors of medicine
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 19, 2023, among AUNA S.A., a société anonyme, incorporated and existing under the laws of Luxembourg (the “Successor Issuer”), as successor of AUNA S.A.A., an openly held corporation (sociedad anónima abierta) incorporated under the laws of Peru (the “Company” or the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.
BACKGROUNDSecond Amendment Agreement • January 9th, 2024 • Auna S.A. • Services-offices & clinics of doctors of medicine
CONTRACT FOR THE SALE OF SHARES by and between Genaro Levinson Marcovich Hana Krinitzky Melamed, Dan Levinson Krinitzky, Roberto Joab Levinson Krinitzky and Joseph Levinson Krinitzky, as Sellers; and Grupo Salud Auna México, S.A. de C.V., as Buyer;...Auna S.A. • January 9th, 2024 • Services-offices & clinics of doctors of medicine
FOURTH SUPPLEMENTAL INDENTURE dated as of November 30, 2023 among AUNA S.A., as Issuer The GUARANTORS party hereto, and Citibank, N.A., as Trustee, Registrar, Transfer Agent and Paying AgentFourth Supplemental Indenture • December 8th, 2023 • Auna S.A. • Services-offices & clinics of doctors of medicine
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of November 30, 2023, among 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 46A, avenue J.F. Kennedy, 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 (the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.
NOTARY:Auna S.A. • January 9th, 2024 • Services-offices & clinics of doctors of medicine
Please issue in your Public Deeds Register, one that shows the ADDENDUM TO THE REAL ESTATE LEASE AGREEMENT (hereinafter, the “Addendum”) that is entered by and between:
