EXHIBIT 99.4
[ON GRUPO GRIFOLS LETTERHEAD]
June 10, 2001
Instituto Grifols, S.A.
c/o Grupo Grifols, S.A.
C/ de la Marina , 16-18
Torre Mapfre, Xx. 00
00000 Xxxxxxxxx
Xxxxx
SeraCare, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
In consideration of SeraCare, Inc. (the "Company") agreeing to enter into that
certain Agreement and Plan of Merger, dated as of June 10, 2001 (the "Merger
Agreement"), among the Company, Instituto Grifols, S.A. ("Purchaser"), a company
organized under the laws of Spain, and a wholly-owned subsidiary of Grupo
Grifols, S.A. (the "Guarantor"), and SI Merger Corp. ("Sub" and, together with
Purchaser, the "Guaranteed Entities"), a Delaware corporation and a wholly-owned
subsidiary of Purchaser, the Guarantor does hereby guarantee irrevocably and
unconditionally the full and complete performance by the Guaranteed Entities of
all obligations and liabilities, whether now in existence or hereafter arising,
of the Guaranteed Entities under the Merger Agreement; provided, that nothing in
this guaranty shall be deemed a waiver of any condition precedent to any
obligation of the Guaranteed Entities pursuant to the Merger Agreement.
This guaranty shall continue in full force and effect until the earlier of the
full and complete performance by the Guaranteed Entities of all obligations and
liabilities under the Merger Agreement and the termination of the Merger
Agreement in accordance with its terms.
This guaranty shall be governed by and construed in conformity with the laws of
the State of Delaware. All disputes arising out of or in connection with this
guaranty shall be solely and exclusively resolved by a court of competent
jurisdiction in the State of Delaware. Guarantor hereby consents to the
jurisdiction of the courts of the State of Delaware and the United States
District Court of the District of Delaware and waives any objections or rights
as to forum nonconveniens, lack of personal jurisdiction or similar grounds with
respect to any dispute relating to this guaranty.
Very truly yours,
GRUPO GRIFOLS, S.A.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Print name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
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