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.
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”).
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.
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
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.
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;
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.
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
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
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:
