exv4w1





Exhibit 4.1



EXECUTION VERSION




GIANT FUNDING CORP.




8.25% SENIOR NOTES DUE 2018



INDENTURE



Dated as of January 21, 2011



The Bank of New York Mellon Trust Company, N.A.,



as Trustee



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	28	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	29	 
	Section 1.04. Rules of Construction
	 	 	29	 
	ARTICLE 2

	 
	 	 	 	 
	 THE NOTES

	 
	Section 2.01. Form and Dating
	 	 	30	 
	Section 2.02. Execution and Authentication
	 	 	31	 
	Section 2.03. Registrar and Paying Agent
	 	 	31	 
	Section 2.04. Paying Agent to Hold Money in Trust
	 	 	32	 
	Section 2.05. Holder Lists
	 	 	32	 
	Section 2.06. Transfer and Exchange
	 	 	32	 
	Section 2.07. Replacement Notes
	 	 	43	 
	Section 2.08. Outstanding Notes
	 	 	43	 
	Section 2.09. Treasury Notes
	 	 	44	 
	Section 2.10. Temporary Notes
	 	 	44	 
	Section 2.11. Cancellation
	 	 	44	 
	Section 2.12. Defaulted Interest
	 	 	45	 
	Section 2.13. CUSIP or ISIN Numbers
	 	 	45	 
	Section 2.14. Additional Interest
	 	 	45	 
	ARTICLE 3

	 
	 	 	 	 
	 REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	Section 3.01. Notices to Trustee
	 	 	45	 
	Section 3.02. Selection of Notes to Be Redeemed
	 	 	46	 
	Section 3.03. Notice of Redemption
	 	 	46	 
	Section 3.04. Effect of Notice of Redemption
	 	 	47	 
	Section 3.05. Deposit of Redemption Price
	 	 	47	 
	Section 3.06. Notes Redeemed in Part
	 	 	47	 
	Section 3.07. Optional Redemption
	 	 	47	 
	Section 3.08. Mandatory Redemption
	 	 	48	 
	Section 3.09. Offer To Purchase by Application of Excess Proceeds
	 	 	48	 
	Section 3.10. Special Redemption
	 	 	50	 






 









 







	 	 	 	 	 
	 	 	Page	 
	ARTICLE 4

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 4.01. Payment of Notes
	 	 	50	 
	Section 4.02. Maintenance of Office or Agency
	 	 	51	 
	Section 4.03. Reports
	 	 	51	 
	Section 4.04. Compliance Certificate
	 	 	52	 
	Section 4.05. Taxes
	 	 	52	 
	Section 4.06. Stay, Extension and Usury Laws
	 	 	53	 
	Section 4.07. Corporate Existence
	 	 	53	 
	Section 4.08. Payments for Consent
	 	 	53	 
	Section 4.09. Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	 	 	53	 
	Section 4.10. Restricted Payments
	 	 	57	 
	Section 4.11. Liens
	 	 	60	 
	Section 4.12. Asset Sales
	 	 	61	 
	Section 4.13. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	62	 
	Section 4.14. Transactions with Affiliates
	 	 	64	 
	Section 4.15. [Reserved]
	 	 	66	 
	Section 4.16. Activities of Escrow Issuer Prior to the Completion Date
	 	 	66	 
	Section 4.17. Designation of Restricted and Unrestricted Subsidiaries
	 	 	66	 
	Section 4.18. Repurchase at the Option of Holders Upon a Change of Control
	 	 	66	 
	Section 4.19. Additional Guarantees
	 	 	68	 
	Section 4.20. Covenant Suspension
	 	 	68	 
	Section 4.21. Additional Amounts
	 	 	68	 
	ARTICLE 5

	 
	 	 	 	 
	SUCCESSORS

	 
	Section 5.01. Merger, Consolidation or Sale of Assets
	 	 	71	 
	Section 5.02. Successor Company Substituted
	 	 	72	 
	 ARTICLE 6

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	Section 6.01. Events of Default
	 	 	72	 
	Section 6.02. Acceleration
	 	 	74	 
	Section 6.03. Other Remedies
	 	 	75	 
	Section 6.04. Waiver of Past Defaults
	 	 	75	 
	Section 6.05. Control by Majority
	 	 	75	 
	Section 6.06. Limitation on Suits
	 	 	75	 
	Section 6.07. Rights of Holders to Receive Payment
	 	 	76	 
	Section 6.08. Collection Suit by Trustee
	 	 	76	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	76	 
	Section 6.10. Priorities
	 	 	77	 
	Section 6.11. Undertaking for Costs
	 	 	77	 






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	 	 	Page	 
	ARTICLE 7

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	Section 7.01. Duties of Trustee
	 	 	77	 
	Section 7.02. Rights of Trustee
	 	 	78	 
	Section 7.03. Individual Rights of Trustee
	 	 	80	 
	Section 7.04. Trustees Disclaimer
	 	 	80	 
	Section 7.05. Notice of Defaults
	 	 	80	 
	Section 7.06. Reports by Trustee to Holders
	 	 	80	 
	Section 7.07. Compensation and Indemnity
	 	 	80	 
	Section 7.08. Replacement of Trustee
	 	 	81	 
	Section 7.09. Successor Trustee by Merger, etc.
	 	 	82	 
	Section 7.10. Eligibility; Disqualification
	 	 	82	 
	Section 7.11. Preferential Collection of Claims Against Company
	 	 	82	 
	Section 7.12. Escrow Authorization
	 	 	83	 
	ARTICLE 8

	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	83	 
	Section 8.02. Legal Defeasance and Discharge
	 	 	83	 
	Section 8.03. Covenant Defeasance
	 	 	84	 
	Section 8.04. Conditions to Legal or Covenant Defeasance
	 	 	84	 
	Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	 	 	85	 
	Section 8.06. Reserved
	 	 	86	 
	Section 8.07. Reinstatement
	 	 	86	 
	ARTICLE 9

	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01. Without Consent of Holders of Notes
	 	 	86	 
	Section 9.02. With Consent of Holders of Notes
	 	 	87	 
	Section 9.03. Compliance with Trust Indenture Act.
	 	 	88	 
	Section 9.04. Revocation and Effect of Consents
	 	 	89	 
	Section 9.05. Notation on or Exchange of Notes
	 	 	89	 
	Section 9.06. Trustee to Sign Amendments, etc.
	 	 	89	 
	Section 9.07. Payments for Consent
	 	 	89	 
	 ARTICLE 10

	 
	 	 	 	 
	 GUARANTEES

	 
	 	 	 	 
	Section 10.01. Guarantee
	 	 	89	 
	Section 10.02. Limitation on Guarantor Liability
	 	 	91	 
	Section 10.03. Execution and Delivery of Guarantee
	 	 	91	 
	Section 10.04. Guarantors May Consolidate, etc., on Certain Terms
	 	 	92	 
	Section 10.05. Release of Guarantees
	 	 	92	 






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	 	 	Page	 
	ARTICLE 11

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 11.01. Satisfaction and Discharge
	 	 	93	 
	Section 11.02. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions
	 	 	94	 
	Section 11.03. Repayment to Company
	 	 	94	 
	 ARTICLE 12

	 
	 	 	 	 
	 MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01. Trust Indenture Act Controls
	 	 	94	 
	Section 12.02. Notices
	 	 	95	 
	Section 12.03. Communication by Holders of Notes with Other Holders of Notes
	 	 	96	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent
	 	 	96	 
	Section 12.05. Statements Required in Certificate or Opinion
	 	 	96	 
	Section 12.06. Rules by Trustee and Agents
	 	 	97	 
	Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	97	 
	Section 12.08. Governing Law
	 	 	97	 
	Section 12.09. No Adverse Interpretation of Other Agreements
	 	 	97	 
	Section 12.10. Successors
	 	 	97	 
	Section 12.11. Severability
	 	 	97	 
	Section 12.12. Counterpart Originals
	 	 	97	 
	Section 12.13. Table of Contents, Headings, etc.
	 	 	98	 
	Section 12.14. Waiver of Jury Trial
	 	 	99	 





Exhibit A — Form of Note



Exhibit B — Form of Certificate of Transfer



Exhibit C — Form of Certificate of Exchange



Exhibit D — Form of Notation of Guarantee



Exhibit E — Form of Supplemental Indenture Related to the Completion Date



Exhibit F — Form of Supplemental Indenture to be Delivered by Subsequent Guarantors




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CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture Act	 	Indenture
	310 (a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311 (a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312 (a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313 (a)
	 	7.06
	(b)(2)
	 	7.06
	(c)
	 	7.06; 12.02
	(d)
	 	7.06
	314 (a)
	 	4.03; 10.02
	(a)(4)
	 	4.04
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	7.05, 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316 (a)(last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12
	317 (a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318 (a)
	 	12.01
	(b)
	 	N.A.
	(c)
	 	12.01
	N.A. means not applicable.
	 	 








 




			
	*	 	This Cross-Reference Table is not part of this Indenture.




 









 







     This INDENTURE dated as of January 21, 2011, is by and between Giant Funding Corp. (the
“Escrow Issuer”), a Delaware corporation and The Bank of New York Mellon Trust Company, N.A., a
national banking association, as trustee (the “Trustee”). For the purposes of this Indenture, (i)
prior to the Completion Date (as defined herein), references to the “Company” refer only to the
Escrow Issuer, and (ii) on and after the Completion Date, references to the “Company” refer only to
the surviving entity of the Mergers (as defined herein), Grifols Inc., a Virginia corporation.



     Upon the Completion Date, following the merger of the Escrow Issuer with and into the Company,
and the assumption by the Guarantors of their obligations under the Indenture and the Notes, all
restrictive covenants will be deemed to have been applicable to Parent and the Restricted
Subsidiaries beginning on the Issue Date and, to the extent that Parent and the Restricted
Subsidiaries took any action or inaction after the Issue Date and prior to the Completion Date that
is prohibited by this Indenture, the Company shall be in Default on such date. For the avoidance of
doubt, and notwithstanding anything to the contrary set forth in this Indenture, the consummation
of the Transactions, including the Mergers, the closing of the Credit Agreement and borrowings
thereunder and the merger of the Escrow Issuer with and into the Company and the Guarantee of the
Notes by the Guarantors, in each case to occur on the Completion Date substantially as described in
the Offering Memorandum, shall be permitted.



     The Company and the Trustee agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders of the 8.25% Senior Notes due 2018 (the “Notes”):



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01. Definitions.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



     “144A
Global Note” means the Global Note in the form of
Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.




	 	 	“Acquired Debt” means, with respect to any specified Person:






     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person; and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Additional
Interest” means all additional interest, if any, then owing with respect to the
Notes pursuant to the Registration Rights Agreement.



 









 





     “Additional Notes” means any Notes (other than Initial Notes and Exchange Notes) issued under
this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For purposes
of this definition, “control”, as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or otherwise; provided
that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be
control. For purposes of this definition, the terms
“controlling”, “controlled by” and “under common
control with” have correlative meanings.



     “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.



     “Applicable Premium” means, as determined by the Company, with respect to any Note on any
redemption date, the greater of:



     (1) 1.0% of the principal amount of such Note; and




     (2) the excess, if any, of (a) the present value at such redemption date of (i) the
re-demption price of such Note at February 1, 2014 (such redemption price being set forth in
the table appearing under Section 3.07(a) hereof), plus (ii) all required interest payments
due on such Note through February 1, 2014 (excluding accrued but unpaid interest to the
redemption date), computed using a discount rate equal to the Treasury Rate as of such
redemption date plus 0.50%; over (b) the principal amount of such Note.




     “Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clear-stream that apply to such transfer, redemption or exchange.



     “Asset Sale” means the sale, lease (as lessor), conveyance or other disposition of any assets or
rights; provided that the sale, lease, conveyance or other disposition of all or substantially all
of the assets of Parent and its Restricted Subsidiaries taken as a whole or the Company and its
Restricted Subsidiaries taken as a whole will be governed by Section 4.18 and/or Section 5.01 and
not by Section 4.12.




	 	 	Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:






     (1) any single transaction or series of related transactions that involves assets or
rights having a fair market value of less than $10 million;




     (2) a transfer of assets or rights between or among Parent and its Restricted
Subsidiaries or between or among the Restricted Subsidiaries;




     (3) the sale, lease, conveyance or other disposition of equipment, inventory
(including, but not limited to, raw materials, work-in-progress and finished goods), or
other assets or rights in the ordinary course of business, or if excess, obsolete, damaged,
worn-out, scrap or sur-plus or no longer used or useful in the conduct of business as then
being conducted;




     (4) a Restricted Payment that is permitted by Section 4.10, or a Permitted Investment;



-2-









 







     (5) the sale, lease, conveyance or other disposition of property or assets acquired within
the twelve month period prior to such sale, lease, conveyance or disposition in preparation for a
sale and leaseback transaction relating to such property or assets;




     (6) an issuance of Equity Interests by a Restricted Subsidiaries to Parent or another
Restricted Subsidiary;




     (7) the sale or other disposition of cash or Cash Equivalents;




     (8) the license or sub-license of patents, trademarks, copyrights, know how, process
technology or other intellectual property to third Persons by Parent or a Restricted
Subsidiary, so long as Parent or such Restricted Subsidiary retain the right to use such
licensed property;




     (9) the granting or assumption of a Lien permitted by Section 4.11, including a
Permitted Lien;




     (10) any sale or disposition of Securitization Assets to a Securitization Subsidiary
in connection with a Qualified Securitization Financing;




     (11) the sale or disposition of accounts receivable in connection with the collection
or compromise thereof in the ordinary course of business; and




     (12) Project Disposition.



     “Attributable
Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with IFRS.



     “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal, state or foreign law for the
relief of debtors.



     “BBVA” means Banco Bilbao Vizcaya Argentaria, S.A.



     “BBVA
‘B’ Share Transaction” means (a) the purchase by BBVA of certain non-voting class B common
stock issued by Parent, (b) the contribution of the purchase price of such shares by Parent to the
Company and (c) the subsequent purchase of such shares from BBVA by the Company in connection with
the Mergers, in each case, as described in Offering Memorandum.



     “Board of Directors” means:




     (1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board of directors;




     (2) with respect to a partnership, the board of directors of the general partner of
the partnership;




     (3) with respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and



-3-









 







     (4) with respect to any other Person, the board or committee of such Person serving a
similar function.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the applicable Person to have been duly adopted by the Board of Directors of such
Person and to be in full force and effect on the date of such certification, and delivered to the
Trustee.



     “Business Day” means each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York are authorized or required by law to close.



     “Capital Lease Obligation” of any Person means the obligations of such Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be classified and accounted
for as capital leases on a balance sheet of such Person in accordance with IFRS, and the amount of
such obligations shall be the capitalized amount thereof required to be set forth on a balance
sheet of such Person in accordance with IFRS.



     “Capital Stock” means:




     (1) in the case of a corporation, any and all shares, including common stock and
preferred stock;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




     (4) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person but
excluding from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with Capital Stock.




     “Cash Equivalents” means:




     (1) marketable securities (a) issued or directly and unconditionally guaranteed as to
interest and principal by the United States government or (b) issued by any agency or
instrumentality of the United States the obligations of which are backed by the full faith
and credit of the United States, in each case maturing within one year after such date and
having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at
least P-1 from Moody’s;




     (2) marketable direct obligations issued by any state of the United States of America
or any political subdivision of any such state or any public instrumentality thereof, in
each case maturing one year after such date and having, at the time of the acquisition
thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody’s;




     (3)
certificates of deposit or bankers’ acceptances maturing within 6 months after its
date of issuance or acceptance by any lender or by any commercial bank organized under the
laws of the United States of America or any state thereof or the District of Columbia that
(a) is at least “adequately capitalized” (as defined in the regulations of its primary
Federal banking regulator),



-4-









 







(b) has Tier 1 capital of not less than $1,000 million and (c) has a rating of at least AA-
from S&P and Aa3 from Moody’s;




     (4) any repurchase agreement entered into with any lender or any commercial banking
institution satisfying the criteria of clause (3) herein which (a) is secured by a fully
perfected security interest in any obligation of the type described in clause (1)(a) and
(b) has a market value at the time such repurchase agreement is entered into of not less
than 100% of the repurchase obligation of such commercial banking institution thereunder;




     (5) commercial paper and variable fixed rate notes issued by any commercial banking
institution satisfying the criteria of clause (3) herein or any variable or fixed rate note
issued by, or guaranteed by, a corporation (other than structured investment vehicles and
other than corporations used in structured financing transactions) rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by
Moody’s, in each case with average maturities of not more than one year from the date of
acquisition thereof;




     (6) shares of any money market mutual fund that (a) has substantially all of its
assets invested continuously in the types of Investments referred to in clauses (1) through
(5) above, (b) has net assets of not less than $5,000 million, and (c) has the highest
rating obtainable from either S&P or Moody’s; and




     (7) instruments equivalent to those referred to in clauses (1) through (6) above
denominated in Euros or any other foreign currency comparable in credit quality and tenor
to those referred to above and customarily used by corporations for short term cash
management purposes in any jurisdiction outside the United States to the extent reasonably
required in connection with any business conducted by any Subsidiary organized in such
jurisdiction, in each case which instruments or obligors (or the parents of such obligors)
have comparable tenor and ratings described in such clauses or equivalent ratings from
comparable foreign ratings agencies;



          provided, that, in the case of any Investment by Parent or a Foreign Subsidiary, “Cash
Equivalents” shall also include: (x) direct obligations of the sovereign nation (or any agency
thereof) in which such Foreign Subsidiary is organized and is conducting business or in obligations
fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), in each case
maturing within 12 months after such date, (y) Investments of the type and maturity described in
clauses (1) through (7) above of Foreign Subsidiaries, which Investments have ratings described in
such clauses or equivalent ratings from comparable foreign rating agencies and (z) shares of money
market mutual or similar funds which invest exclusively in assets otherwise satisfying the
requirements of this definition (including this proviso).




     “Change of Control” means the occurrence of any of the following:




     (1) any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the property and assets of Parent and
the Restricted Subsidiaries, taken as a whole, to any Person or group of related Persons
for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any
Affiliates thereof (whether or not otherwise in compliance with the provisions of this
Indenture), other than to the Company one or more Guarantors;




     (2) the adoption of any plan or proposal for the liquidation or dissolution of Parent
or the Company (whether or not otherwise in compliance with the provisions of this
Indenture);



-5-









 







     (3) (a) any Person or Group (other than a Permitted Holder Group) shall be or become the
owner, directly or indirectly, beneficially or of record, of shares representing more than 35% of
the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of
Parent or (b) the Permitted Holder Group becomes the owner, directly or indirectly, beneficially
or of record, of shares representing more than 50% of the aggregate ordinary voting power
represented by the Company’s issued and outstanding Capital Stock;




     (4) the Company shall cease to be a Subsidiary of Parent; or




     (5) the replacement of a majority of the Board of Directors of Parent over a two-year
period from the directors who constituted the Board of Directors of the Company at the
beginning of such period, and such replacement shall not have been approved by a vote of at
least a majority of the Board of Directors then still in office who either were members of
such Board of Directors at the beginning of such period or whose election as a member of
such Board of Directors was previously so approved.




     “Clearstream” means Clearstream Banking S.A. and any successor thereto.




     “Code” means the Internal Revenue Code of 1986, as amended.



     “Company” means the Person named as the “Company” in the first paragraph of this Indenture, until
a successor Person shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter, “Company” shall mean such successor Person.



     “Completion Date” has the meaning set forth in the Escrow Agreement.



     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus (without duplication) :




     (1) an amount equal to any extraordinary loss plus any net loss realized by such
Person or any of its Subsidiaries in connection with an Asset Sale, to the extent such
losses were deducted in computing such Consolidated Net Income; plus




     (2) provision or expenses for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such provision or expenses for
taxes were deducted in computing such Consolidated Net Income; plus




     (3) the amount of any franchise or similar taxes paid or accrued, to the extent that
such provision or expenses for taxes were deducted in computing such Consolidated Net
Income; plus




     (4) the Fixed Charges of such Person and its Restricted Subsidiaries for such period,
to the extent that any such expense was deducted in computing such Consolidated Net Income;
plus




     (5) depreciation, amortization (including amortization of goodwill, financing costs
and other intangibles but excluding amortization of prepaid cash expenses that were paid in
a prior period) of such Person and its Restricted Subsidiaries for such period to the
extent that such depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; plus



-6-









 







     (6) any expenses (including fees) or charges relating to any public or private sale of
Capital Stock of such Person, Investment, acquisition (including integration charges and expenses
identified at the time of closing of any acquisition as resulting from such acquisition),
recapitalization, disposition, listing or discharge of securities registration obligations, the
Merger Agreement (including ratings agencies fees paid and other transaction costs arising in
connection with the offering of the Notes and the Mergers) or Indebtedness (including the
discharge, extinguishment or repayment thereof) permitted to be incurred under this Indenture (in
each case whether or not consummated) or to the Transactions and, in each case, deducted in such
period in computing Consolidated Net Income; plus




     (7) the amount of any minority interest expense deducted in such period in calculating
Consolidated Net Income; plus




     (8) any non-cash compensation charge in such period arising from any grant of stock,
stock options or other equity-based award; plus




     (9) gains (or losses) in respect of returned surplus assets of any employee benefit plan (in
the case of gains) or increased funding obligations in excess of actual cash expenditures for
such period (in the case of losses), it being understood that the actual cash expenditure in
respect of any such increased funding obligations shall be given effect for the purpose of
calculating Consolidated Cash Flow in each future period during which such an actual cash
expenditure is made); plus




     (10) any non-cash pension and other post-employment benefit expense deducted in such period
in computing Consolidated Net Income; plus




     (11) any non-cash decrease in consolidated IFRS revenue resulting from purchase accounting
in connection with any acquisitions permitted hereunder less any non-cash increase in
consolidated IFRS revenue resulting from purchase accounting in connection with acquisitions
permitted hereunder; plus




     (12) any extraordinary, unusual, or non-recurring losses, charges and expenses deducted
in such period in calculating Consolidated Net Income; plus




     (13) any other non-cash charges, including any write off or write downs, reducing
Consolidated Net Income for such period (provided that if any such non-cash charges represent an
accrual or reserve for potential cash items in any future period, the cash payment in respect
thereof in such future period shall be subtracted from Consolidated Cash Flow to such extent, and
excluding amortization of a prepaid cash item that was paid in a prior period and the reversal of
any accrual of, or cash reserve for, anticipated charges in any period where such accrual or
reserve is no longer required); plus




     (14) any Exceptional Items, without duplication, resulting in a loss in accordance with IFRS;
minus




     (15) any non-cash items increasing such Consolidated Net Income for such period, other
than the accrual of revenue in the ordinary course of business, in each case, on a consolidated
basis (without duplication) and determined in accordance with IFRS; minus




     (16) any Exceptional Items, without duplication, resulting in a gain in accordance with
IFRS; minus



-7-









 







     (17) any extraordinary, unusual, or non-recurring gains increasing Consolidated Net
Income during such period.



     “Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Subsidiaries that are Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with IFRS; provided that:




     (1) the Net Income (but not loss, except to the extent of any cash capital
contribution) of any Person that is not a Restricted Subsidiary or that is accounted for by
the equity method of accounting will be included only to the extent of the amount of
dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary
of the Person;




     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that
the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary to that specified Person or another Restricted Subsidiary of such Person of that
Net Income is not at the date of determination permitted without any prior governmental
approval (that has not been obtained) or, directly or indirectly by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its stockholders;




     (3) the following non-cash items will be excluded:




     (i) the cumulative effect of a change in accounting principles;



     (ii) the write-off of any debt issuance costs;



     (iii) any non-cash impairment
charges relating to goodwill;



     (iv) any non-cash income (or loss) related to non-speculative hedging activities;




     (v) any income (or loss) from discontinued operations;




     (vi) any extraordinary gain, loss or charge (including in connection with any
Asset Sale);




     (vii) all deferred financing costs written off, premiums paid and other net
gains or losses in connection with any early extinguishment of Indebtedness;




     (viii) any non-cash impairment charges resulting from the impairment or disposal of
long-lived assets and the amortization of intangibles arising in connection with
business combinations;




     (ix) accruals and reserves that are established within twelve months after the Issue
Date, provided that any such accruals or reserves paid in cash shall be deducted from
Consolidated Net Income for the period in which paid unless excluded pursuant to another
clause of this definition;




     (x) any non-cash expense or gain related to recording of the fair market value of
interest rate or currency agreements and commodity agreements entered into, in each case,
in the ordinary course of business and not for speculative purposes;



-8-









 







     (xi) unrealized gains and losses relating to non-speculative hedging
transactions and mark-to-market of Indebtedness denominated in foreign currencies;




     (xii) the amount of non-cash charges relating to the exercise of options or
the grant of stock, stock options or other equity based awards; and




     (xiii) any non-cash expense related to the establishment of allowances or
reserves attributable to the non-recognition of deferred tax assets.



     “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company.



     “Credit Agreement” means that certain credit and guaranty agreement, dated as of November 23,
2010, by and among Grifols Inc., Grifols, S.A., certain subsidiaries of Grifols, S.A., as
guarantors, the various lenders party thereto, Deutsche Bank Securities Inc., Nomura International
plc, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, HSBC Securities (USA) Inc. and Morgan
Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, and Deutsche Bank AG
New York Branch, as administrative agent and collateral agent, including any related notes,
Guarantees, instruments and agreements executed in connection therewith, and, in
each case, as amended, modified, renewed, refunded, replaced (whether after or upon
termination or otherwise), restructured, restated or refinanced (including any agreement to extend
the maturity thereof and adding additional borrowers or guarantors and including by means of sales
of debt securities) in whole or in part under such agreement or agreements or any successor
agreement or agreements from time to time under the same or any other agent, lender or group of
lenders and including increasing the amount of available borrowings thereunder; provided that such
increase is permitted under Section 4.09 hereof.



     “Credit Facilities” means one or more debt facilities or agreements (including, without
limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with
banks or other institutional lenders providing for, or acting as initial purchasers of, revolving
credit loans, term loans, notes, debentures, securities, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether after or upon termination or otherwise),
restructured, restated or refinanced (including any agreement to extend the maturity thereof and
adding additional borrowers or guarantors and including by means of sales of debt securities to
institutional investors) in whole or in part from time to time and including increasing the amount
of available borrowings thereunder; provided that such increase is permitted by Section 4.09.



     “Date of Determination” has the meaning set forth in the Escrow Agreement.



     “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



     “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, in substantially
the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note” attached thereto.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as Depositary hereunder and having become such pursuant to
the applicable provisions of this Indenture.



-9-









 






     “Description of Notes” means the section entitled “Description of Notes” in the Offering
Memorandum.



     “Designated Non-Cash Consideration” means the fair market value of non-cash consideration
received by Parent or any Restricted Subsidiary in connection with an Asset Sale that is so
designated as Designated Non-Cash Consideration pursuant to an
officer’s certificate, setting forth
the basis of such valuation, less the amount of cash or Cash Equivalents received in connection
with a subsequent sale, redemption or payment of, on or with respect to, such Designated Non-Cash
Consideration.



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security
into which it is convertible, or for which it is exchangeable, in each case at the option of the
holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of
the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after
the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital Stock have the right
to require Parent or any of its Restricted Subsidiaries to repurchase such Capital Stock upon the
occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the
terms of such Capital Stock provide that Parent or such Restricted Subsidiary may not repurchase or
redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.10. The amount of Disqualified Stock deemed to be outstanding at any time
for purposes of this Indenture will be the maximum amount that Parent and the Restricted
Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory
redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.



     “Distribution Compliance Period” means the 40-day distribution compliance period as defined in
Regulation S.



     “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.



     “Escrow Account” has the meaning set forth in the Escrow Agreement.



     “Escrow Agent” means The Bank of New York Mellon Trust Company, N.A., as escrow agent under the
Escrow Agreement or any successor escrow agent as set forth in the Escrow Agreement.



     “Escrow Agreement” means the Escrow Agreement to be dated as of the Issue Date, among the Escrow
Issuer, the Company, the Trustee and the Escrow Agent, as amended, supplemented, modified,
extended, renewed, restated or replaced in whole or in part from time to time.



     “Escrow Extension Election” has the meaning set forth in the Escrow Agreement.



     “Equity Interests” means Capital Stock and all warrants, options, restricted stock units,
performance units or other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).



     “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any
successor thereto.



     “Exceptional Items” means one-off cash gains or losses incurred by Parent or any of its
Subsidiaries during the relevant period and to include one-off restructuring costs related to the
Transactions.



-10-









 






     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.




	 	 	“Exchange Notes” means Notes issued in the Exchange Offer pursuant to Section 2.06(f)
hereof.





     “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



     “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.



     “Existing Indebtedness” means Indebtedness of Parent and its Restricted Subsidiaries (without
duplication) in existence on the Issue Date (other than Indebtedness under the Credit Agreement or
in respect of the Notes), until such amounts are repaid.



     “Existing Indebtedness to be Repaid” means all Indebtedness of Parent and its Restricted
Subsidiaries other than €100 million of Indebtedness outstanding on the Issue Date.



     “Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other
than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and
the use of the proceeds therefrom (including use on the Calculation Date) as if the same had
occurred at the beginning of the applicable four-quarter reference period; provided, however, that
the Fixed Charges of such Person attributable to interest on any Indebtedness under a revolving
credit facility computed on a pro forma basis will be computed based on the average daily balance
of such Indebtedness during the four-quarter reference period and using the interest rate in effect
at the end of such period (taking into account any interest rate option, swap, cap or similar
agreement applicable to such Indebtedness).



     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:




     (1) acquisitions that have been made or are, on the Calculation Date, being made by
the specified Person or any of its Restricted Subsidiaries, including through mergers or
consolidations, or any Person or any of its Restricted Subsidiaries acquired by (including
acquisitions on the Calculation Date) the specified Person or any of its Restricted
Subsidiaries, and including any related financing transactions and including any increase
in ownership of Restricted Subsidiaries, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Calculation Date will be given
pro forma effect as if they had occurred on the first day of the four-quarter reference
period and Consolidated Cash Flow for such reference period will be calculated without
giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net
Income;




     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with IFRS, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded; and



-11-









 






     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with IFRS, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations of the specified
Person or any of its Restricted Subsidiaries following the Calculation Date;


provided that whenever pro forma effect is to be given to an acquisition or a disposition, the
amount of income or earnings related thereto (including the incurrence of any Indebtedness and any
pro forma expense and cost reductions that have occurred or are reasonably expected to occur,
regardless of whether those expense and cost reductions could then be reflected in pro forma
financial statements in accordance with Regulation S-X promulgated under the Securities Act or any
regulation or policy of the SEC related thereto) shall be reasonably determined in good faith by
one of the Company’s responsible senior financial or accounting officers so long as such cost
savings are actually expected to be achieved within 12 months of such acquisition or disposition.




     “Fixed Charges” means, with respect to any specified Person for any period, the sum, without
duplication, of:




     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made or
received pursuant to Hedging Obligations in respect of interest rates); plus




     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus




     (3) any interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person
or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus




     (4) the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests
of such Person (other than Disqualified Stock) or to such Person or one of its Restricted
Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of
which is one minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and in
accordance with IFRS.



     “Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction
other than the United States of America, a State thereof or the District of Columbia.



     “Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required
to be placed on all Global Notes issued under this Indenture.




     “Global
Notes” means the global Notes in the form of
Exhibit A hereto issued in accordance with
Article 2 hereof.



-12-









 








“Government Securities” means securities that are:




     (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged; or




     (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of the issuers
thereof, and shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government
Securities or a specific payment of principal of or interest on any such Government
Securities held by such custodian for the account of the holder of such depository receipt;
provided, however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Securities or the
specific payment of principal of or interest on the Government Securities evidenced by such
depository receipt.



     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection
in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness.



     “Guarantor” means each Person that Guarantees the Notes in accordance with this
Indenture.



     “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:




     (1) interest rate swap agreements (whether from fixed to floating or floating to
fixed), interest rate cap agreements and interest rate collar agreements;




     (2) other agreements or arrangements designed to manage interest rates or interest
rate risk; and




     (3) foreign exchange contracts, currency swap agreements or other agreements or
arrangements designed to protect such Person against fluctuations in currency exchange
rates or commodity prices.



     “Holder” means a Person in whose name a Note is registered.



     “IFRS”
means the International Financial Reporting Standards, as promulgated by the
International Accounting Standards Board (or any successor board or agency), as in effect on
the Issue Date.



     “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as
of that date, are less than $10 million and whose total revenues for the most recent 12-month
period do not exceed $10 million; provided that a Restricted Subsidiary will not be considered to
be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct
credit support for any Indebtedness of Parent or any of its other Restricted Subsidiaries.



     “Indebtedness” means, with respect to any specified Person, any indebtedness (excluding accrued
expenses or trade payables), of such Person, whether or not contingent:



-13-









 







     (1) in respect of borrowed money;




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




     (3) in respect of bankers acceptances;




     (4) representing Capital Lease Obligations;




     (5) representing the balance deferred and unpaid of the purchase price of any property due more than six months after such property is acquired, except any such balance that
constitutes an accrued expense or trade payable; or




     (6) representing the net amount of any Hedging Obligations,


if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in
accordance with IFRS. In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person.




     The amount of any Indebtedness outstanding as of any date will be (without duplication):



     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued
with original issue discount;



     (2) the principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and



     (3) in respect of Indebtedness of another Person secured by a Lien on the assets of
the specified Person, the lesser of:




     (a) the fair market value of such assets that are subject to such Lien at the
date of determination; and




     (b) the amount of the Indebtedness of the other Person secured by such assets.



     “Indenture” means this instrument, as originally executed or as it may from time to time be
supplemented or amended in accordance with Article 9 hereof.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a
Participant.



     “Initial
Notes” means $1,100,000,000 in aggregate principal amount of Notes issued under this
Indenture on the date hereof.



     “Initial
Purchasers” mean, collectively, Deutsche Bank Securities Inc., Nomura International
plc, BBVA Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Morgan Stanley
& Co. Incorporated and Scotia Capital (USA) Inc.



-14-









 






     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.



     “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in accordance with IFRS
(it being understood that capital expenditures shall not be deemed to be “Investments”). If Parent
or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any
direct or indirect Subsidiary of Parent such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of Parent, Parent will be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market value of the Equity
Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.10. The acquisition by Parent or any of its Restricted Subsidiaries of
a Person that holds an Investment in a third Person will be deemed to be an Investment by Parent or
such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the
Investment held by the acquired Person in such third Person in an amount determined as provided in
the final paragraph of Section 4.10. Except as otherwise provided in this Indenture, the amount of
an Investment will be determined at the time the Investment was made and without giving effect to
subsequent changes in value.



     “Issue Date” means January 21, 2011.



     “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Initial Notes for use by such Holders in connection with the Exchange Offer.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction.



     “Mergers” shall have the meaning assigned to such term in the Merger Agreement.



     “Merger Agreement” means the Agreement and Plan of Merger, dated as of June 6, 2010, among the
Grifols, S.A., Grifols Inc. and Talecris Biotherapeutics Holdings Corp., as the same may be amended
prior to the Completion Date.



     “Moody’s” means Moody’s Investors Service, Inc. or any successor to its rating agency
business.



     “Net Income” means, with respect to any specified Person, the net income (loss) of such Person,
determined in accordance with IFRS and before any reduction in respect of preferred stock
dividends, excluding, however:




     (1) any gain (but not loss), together with any related provision for taxes on such
gain (but not loss), realized in connection with: (a) any Asset Sale or (b) the disposition
of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;



-15-









 







     (2) any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss); and




     (3) any merger termination fee received by Parent or a Restricted Subsidiary.



     “Net Proceeds” means the aggregate cash proceeds received by Parent or any Restricted Subsidiary
in respect of any Asset Sale (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale), net of (i) the direct
costs directly attributable to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, (ii) taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or deductions and any
tax sharing arrangements, (iii) amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets that were the subject of such Asset Sale, (iv) any reserve
for adjustment in respect of the sale price of such asset or assets established in accordance with
IFRS (unless such reserve is not used) against any liabilities associated with such Asset Sale and
retained by Parent or any Restricted Subsidiary, as the case may be, after such Asset Sale,
including, without limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any
indemnification obligations (whether fixed or contingent) associated with such Asset Sale.



     “Non-Recourse Debt” means Indebtedness:




     (1) as to which neither Parent nor any of the Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), or (b) is directly or indirectly liable as a Guarantor or
otherwise;




     (2) no default with respect to which (including any rights that the holders thereof
may have to take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness of Parent or any of the
Restricted Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its Stated Maturity; and




     (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of Parent or any of the Restricted Subsidiaries.



     “Non-U.S. Person” means a Person that is not a U.S. Person.



     “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any Indebtedness.



     “Offering Memorandum” means that certain offering memorandum, dated as of January 12, 2011,
relating to the offering and sale of the Notes by the Company.



     “Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, any
Vice President, or any other officer authorized by actions of the Board of Directors of the
Company.



     “Officers’ Certificate” means a certificate, in form and substance reasonably satisfactory to the
Trustee, signed by one Officer of the Company if delivered prior to the Completion Date and two
Officers of the Company if delivered on or after the Completion Date, and delivered to the Trustee.
At least one of the Officers signing an Officers’ Certificate given pursuant to Section 4.04 shall
be the principal executive officer, principal financial officer or the principal accounting officer
of the Company.



-16-









 






     “Opinion of Counsel” means a written opinion, in form and substance reasonably satisfactory to
the Trustee, from legal counsel who is acceptable to the Trustee and which meets the requirements
of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company.



     “Parent” means Grifols, S.A.



     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has
an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to The
Depository Trust Company, shall include Euroclear and Clearstream.



     “Permitted Business” means healthcare products and services (including the lines of business
conducted by Parent, Talecris Biotherapeutics Holdings Corp. and the Restricted Subsidiaries on the
date hereof) and any businesses ancillary, complementary or reasonably related thereto.



     “Permitted Holder Group” means any group comprised solely of the Grifols family, holding
directly or indirectly (individually or together, the “Existing Holders”), or (ii) a person or group
of related persons for purposes of Section 13(d) of the Exchange Act that includes the Existing
Holders where the Existing Holders control (whether through exercise of voting rights, by contract
or otherwise) Parent.



     “Permitted Investments” means:



     (1) any Investment in Parent or in a Restricted Subsidiary;



     (2) any Investment in cash and Cash Equivalents and Investments that were Cash
Equivalents when made;



     (3) loans and advances to employees, officers, consultants and directors of Parent or a
Restricted Subsidiary in the ordinary course of business for bona fide business purposes not in
excess of $5 million at any one time outstanding;



     (4) any Investment by Parent or a Restricted Subsidiary in a Person, if as a result of such
Investment:




     (a) such Person becomes a Restricted Subsidiary; or




     (b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, Parent or
a Restricted Subsidiary;




     (5) any Investment made as a result of the receipt of non-cash consideration from an Asset
Sale that was made pursuant to and in compliance with Section 4.12;




     (6) any acquisition of assets or Capital Stock solely in exchange for the issuance of the
Equity Interests (other than Disqualified Stock) of Parent;




     (7) any Investments received (A) in compromise of obligations of trade creditors or customers
that were incurred in the ordinary course of business of Parent or the Restricted Subsidiaries,
including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency or other reorganization of any trade creditor or customer or (B) in resolution of
litigation, arbitration or other disputes or (C) as a result of foreclosure, perfection or
enforcement of any Lien;



-17-









 






     (8) Hedging Obligations;




     (9) Investments in Permitted Joint Ventures, together with all other Investments
pursuant to this clause (9) in an aggregate amount at the time of such Investment not to exceed $75
million (with the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value);




     (10) payroll, travel, moving and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;




     (11) repurchases of the Notes;




     (12) notes, chattel paper and accounts receivable owing to Parent or the Restricted
Subsidiaries created or acquired in the ordinary course of business (including concessionary trade
terms the Company deems reasonable under the circumstances);




     (13) Investments in existence or made pursuant to legally binding written commitments in
existence on the Issue Date, and any extension, modification, replacement, refunding, refinancing
or renewal thereof in whole or in part;




     (14) Guarantees of Indebtedness issued in accordance with Section 4.09, and performance or
completion Guarantees in the ordinary course of business;




     (15) Investments of a Restricted Subsidiary acquired after the Issue Date, or of an entity
acquired by, merged into, amalgamated with, or consolidated with a Restricted Subsidiary in a
transaction that is not prohibited by Article 5 of this Indenture after the Issue Date, to the
extent that such investments were not made in contemplation of such acquisition, merger,
amalgamation or consolidation and were in existence on the date of such acquisition, merger,
amalgamation or consolidation;




     (16) Investments consisting of purchases and acquisitions of inventory, supplies, material
or equipment, including pre-payments therefore;




     (17) deposits, prepayments and other credits to suppliers in the ordinary course of
business consistent with past practice;




     (18) Investments representing amounts held for employees of Parent and the Restricted
Subsidiaries under deferred compensation plans; provided that the amount of such Investments
(excluding income earned thereon) shall not exceed the amount otherwise payable to such employees
the payment of which was deferred under such plan and any amounts matched by Parent or the
Restricted Subsidiaries under such plan;




     (19) Investments consisting of the licensing or contribution of intellectual property
pursuant to development, marketing or manufacturing agreements or arrangements or similar
agreements or arrangements with other Persons in the ordinary course of business;




     (20) any Investment in exchange for, or out of the Net Proceeds of the substantially
concurrent sale (other than to a Subsidiary of Parent or a Restricted Subsidiary or an employee
stock ownership plan or similar trust) of Capital Stock (other than Disqualified Stock) of
Parent;



-18-









 




provided that the amount of any net cash proceeds that are utilized for such Investment
will be excluded from clause (c)(ii) of the second part of the first paragraph of Section
4.10;





     (21) Investments consisting of advances or loans to Persons building, developing or
overseeing the construction of plasma collection centers expected to supply principally
Parent or the Restricted Subsidiaries in the ordinary course of business and consistent
with past practice;




     (22) Investments relating to any Securitization Subsidiary of Parent or any Restricted
Subsidiary organized in connection with a Qualified Securitization Financing that, in the
good faith determination of the Board of Directors of Parent, are necessary or advisable to
effect such Qualified Securitization Financing;




     (23) Investments in the ordinary course of business consisting of UCC Article 3
endorsements for collection or deposit and UCC Article 4 customary trade arrangements with
customers consistent with past practices; and




     (24) Investments in any Person having an aggregate fair market value (measured on the
date each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this clause (24)
that are at the time outstanding, not to exceed $200 million.



     “Permitted Joint Venture” means any joint venture that Parent or any Restricted Subsidiary is a
party to that is engaged in a Permitted Business.



     “Permitted Liens” means:




     (1) Liens to secure Obligations in respect of (i) any Indebtedness incurred under
Section 4.09(b)(i) and (ii) Indebtedness in excess of the maximum amount of Indebtedness
permitted to be secured by Liens pursuant to the foregoing sub-clause (i), so long as, in
the case of this subclause (ii), immediately after giving effect to the incurrence of such
Indebtedness on the date such Indebtedness is incurred (or, in the case of Indebtedness
incurred pursuant to revolving commitments under any Credit Facility, on the date such
revolving commitments are provided) on a pro forma basis the Secured Leverage Ratio would
not exceed 3.0 to 1.0;




     (2) Liens in favor of Parent or any Restricted Subsidiary;




     (3) Liens and deposits to secure the performance of bids, trade contracts, leases,




     statutory obligations, letters of credit or trade guarantees, surety or appeal bonds,
performance bonds or other obligations of a like nature, in each case in the ordinary course of
business;




     (4) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause
(iv) of Section 4.09(b) covering only the assets acquired, or financed, with such Indebtedness;




     (5) Liens existing on the date of this Indenture and any extensions, renewals or
replacements thereof;




     (6) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate provision as
is



-19-









 





required in conformity with IFRS has been made therefor and Liens for taxes assessed on real estate
assets that are not delinquent;





     (7) Liens, pledges or deposits in the ordinary course of business to secure workers’
compensation claims, self-retention or self-insurance obligations, unemployment insurance,
performance, bid, release, appeal, surety and similar bonds and related reimbursement obligations
and completion guarantees provided or incurred by Parent and the Restricted Subsidiaries in the
ordinary course of business, lease obligations or non-delinquent obligations under social security
laws and obligations in connection with participation in government insurance, benefits,
reimbursement or other programs or other similar requirements, return of money bonds and other
similar obligations, including obligations to secure health and safety and environmental
obligations (exclusive of obligations for the payment of borrowed money or Indebtedness);




     (8)
Liens imposed by law, such as carrier’s, supplier’s, workmen’s, warehousemen’s, landlord’s,
materialmen’s, repairmen’s and mechanic’s Liens and other similar Liens arising in the ordinary course
of business or are being contested in good faith;




     (9) easements, rights-of-way, restrictions, encroachments, minor defects or irregularities
in title and other similar charges or encumbrances not interfering in any material respect with
the ordinary conduct of the Company’s and its Restricted Subsidiarie’s business or assets taken as
a whole;




     (10) Liens securing Hedging Obligations so long as the related Indebtedness is, and is
permitted to be under this Indenture, secured by the same property securing the Hedging
Obligations;




     (11) Liens securing Permitted Refinancing Indebtedness (other than Permitted Refinancing
Indebtedness in respect of the Existing Indebtedness to be Repaid), provided that such Liens do
not extend to any property or assets other that the property or assets that secure the
Indebtedness being refinanced;




     (12) Liens created for the benefit of or securing the Notes and the Guarantees;




     (13) Liens arising from judgments in circumstances not constituting an Event of Default as described in Article 6 hereof;




     (14) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods in the ordinary course of business;




     (15) Liens in favor of customs or revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;




     (16) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit
accounts;




     (17) Liens on specific items of inventory or other goods and proceeds of any Person securing
such Person’s obligations in respect of banker’s acceptances issued or created for the account of
such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



-20-









 






     (18) Liens on insurance policies and proceeds thereof, or other deposits, to secure
insurance premium financings in the ordinary course of business;




     (19) Liens on accounts receivable and related assets of a Securitization Subsidiary
incurred in connection with a Qualified Securitization Financing;




     (20) Liens on property (including Capital Stock) of a Person existing at the time such
Person becomes a Restricted Subsidiary of Parent or is merged with or into or consolidated
with Parent or any of its Restricted Subsidiaries; provided that such Liens were in
existence prior to the contemplation of such Person becoming a Restricted Subsidiary of
Parent or such merger or consolidation, were not incurred in contemplation thereof and do
not extend to any assets other than those of the Person that becomes a Restricted
Subsidiary of Parent or is merged with or into or consolidated with Parent or any of its
Restricted Subsidiaries;




     (21) filing of Uniform Commercial Code financing statements under U.S. state law (or
similar filings under applicable jurisdiction) in connection with operating leases in the
ordinary course of business;




     (22) operating leases, licenses, subleases and sublicenses of assets (including real
property and intellectual property rights), in each case entered into in the ordinary
course of business;




     (23) Liens (including put and call arrangements) on Capital Stock or other securities
of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted
Subsidiary;




     (24) limited recourse Liens in respect of the ownership interests in, or assets owned
by, any joint ventures which are not Restricted Subsidiaries securing obligations of such
joint ventures;




     (25) Liens incurred by Parent or any Restricted Subsidiary with respect to obligations
that do not exceed $250 million at any one time outstanding;




     (26) Liens on the assets of any Restricted Subsidiary (other than the Company or any
Guarantor) to secure Indebtedness of such Restricted Subsidiary;




     (27) Liens solely on cash earnest money deposits made by Parent or any Restricted
Subsidiary in connection with any letter-of-intent or purchase agreement entered into in
connection with any Investment permitted under this Indenture;




     (28) any interest of a lessor or sublessor under any lease of real estate permitted
hereunder and covering only the assets so leased any Liens encumbering such lessor’s or
sublessor’s interest or title; and




     (29) any zoning or similar law or right reserved in any governmental office or agency
to control or regulate the use of any real property.



     “Permitted Refinancing Indebtedness” means any Indebtedness of Parent or any of the Restricted
Subsidiaries issued in exchange for, or the Net Proceeds of which are used to extend, refinance,
renew, replace, defease, refund or discharge other Indebtedness of Parent or any of the Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:





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     (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed (A) the principal amount (or accreted value, if
applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased, refunded
or discharged, plus (B) all accrued interest on the Indebtedness, plus (C) the amount of all
fees, expenses and premiums incurred in connection therewith;




     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased, refunded or discharged;




     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased,
refunded or discharged is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms at least
as favorable to the Holders of Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased, refunded or discharged;
and




     (4) such Indebtedness is incurred either by Parent, a Guarantor or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased, refunded or discharged.



     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, limited liability company or government or other
entity.



     “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed
on all Notes issued under this Indenture except as otherwise permitted by the provisions of this
Indenture.



     “Project Disposition” means any sale, assignment, conveyance, transfer or other disposition of
facilities under construction by Parent and its Restricted Subsidiaries as of the Issue Date
(including the real estate related thereto) which are intended by Parent upon completion of
construction to be repurchased or leased by Parent or one of its Restricted Subsidiaries or any
business related, ancillary or complementary thereto; provided, that the consideration received for
such assets shall be cash in an amount at least equal to the book value.



     “Purchase Agreement” means that certain purchase agreement relating to the sale of Notes, dated
January 12, 2011, by and among Escrow Issuer, the Company, Parent and the Initial Purchasers party
thereto.




	 	 	“QIB” means a “qualified institutional buyer” as defined in Rule 144A.





     “Qualified Equity Offering” means any public or any private offering of Capital Stock (excluding
Disqualified Stock) of Parent.



     “Qualified Securitization Financing” means any transaction or series of transactions entered
into by Parent or any of its Restricted Subsidiaries pursuant to which Parent or such Restricted
Subsidiary sells, conveys, contributes, assigns, grants an interest in or otherwise transfers to a
Securitization Subsidiary, Securitization Assets (and/or grants a security interest in such
Securitization Assets transferred or purported to be transferred to such Securitization
Subsidiary), and which Securitization Subsidiary funds the acquisition of such Securitization
Assets (a) with cash, (b) through the issuance to Parent’s or such Seller’s Retained Interests or an
increase in Parent’s or such Seller’s Retained Interests, and/or (c) with proceeds from the sale,
pledge or collection of Securitization Assets.







-22-









 








     “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on
the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the
case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the
case may be.



     “Registration Rights Agreement” means the Registration Rights Agreement dated as of January 21,
2011 between the Escrow Issuer and the Initial Purchasers named therein, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any Additional Notes, one
or more registration rights agreements between the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time, relating to rights given
by the Company to the purchasers of Additional Notes to register such Additional Notes under the
Securities Act.




	 	 	“Regulation S” means Regulation S promulgated under the Securities Act.





     “Regulation S Global Note” means the Global Note in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with and registered in the name
of the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of Notes sold in reliance on Regulation S.




	 	 	“Replacement Assets” means any properties or assets used or useful in a Permitted
Business.





     “Responsible Officer” when used with respect to the Trustee, means any officer within the
Corporate Trust Department of the Trustee (or any successor group of the Trustee), including any
vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer
or any other officer of the Trustee who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or any officer of the
Corporate Trust Department of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity with the particular
subject.



     “Restricted Definitive Note” means one or more Definitive Notes bearing the Private Placement
Legend.



     “Restricted Global Notes” means the 144A Global Note and the Regulation S Global Note.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of Parent
(including, without limitation, the Company) that is not then an Unrestricted Subsidiary; provided,
however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.



     “Rule 144” means Rule 144 promulgated under the Securities Act.



     “Rule 144A”
means Rule 144A promulgated under the Securities Act.



     “Rule 903” means Rule
903 promulgated under the Securities Act.



     “Rule 904” means Rule 904
promulgated under the Securities Act.




-23-









 








     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and
any successors to its rating agency business.



     “SEC” means the Securities and Exchange Commission.



     “Secured Indebtedness” means any Indebtedness for borrowed money of Parent or any of its
Restricted Subsidiaries secured by a Lien on any assets of Parent or any of its Restricted
Subsidiaries.



     “Secured Leverage Ratio,” as of any date of determination, means the ratio of:




     (1) the outstanding principal amount of Secured Indebtedness of Parent and its
Restricted Subsidiaries as of such date on a consolidated basis in accordance with IFRS
(provided, that for purposes of this definition, any undrawn revolving commitments under a
secured credit facility shall be deemed to be Secured Indebtedness in the full amount of such
undrawn revolving commitments for so long as such commitments are outstanding); to




     (2) Consolidated Cash Flow of Parent and its Restricted Subsidiaries for the period of
the most recent four consecutive fiscal quarters ending prior to such date for which
financial statements prepared on a consolidated basis in accordance with IFRS are available;
provided, however, that Consolidated Cash Flow shall be determined for purposes of this
definition with such pro forma adjustment consistent with the definition of Fixed Charge
Coverage Ratio.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of
the SEC promulgated thereunder.



     “Securitization Assets” means any accounts receivable owed to Parent or any of its Subsidiaries
(whether now existing or arising or acquired in the future) arising in the ordinary course of
business from the sale of goods or services, all collateral securing such accounts receivable, all
contracts and contract rights and all guarantees or other obligations in respect of such accounts
receivable, all proceeds of such accounts receivable and other assets (including contract rights)
which are of the type customarily transferred or in respect of which security interests are
customarily granted in connection with securitizations of accounts receivable and which are sold,
conveyed, contributed, assigned, pledged or otherwise transferred by such Parent or any of its
Subsidiaries to a Securitization Subsidiary.



     “Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets
in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of
a breach of a representation, warranty or covenant with respect to such Securitization Assets,
including as a result of a receivable or portion thereof becoming subject to any asserted defense,
dispute, off set, counterclaim or other dilution of any kind as a result of any action taken by,
any failure to take action by or any other event relating to the seller, but in each case, not as a
result of such receivable being or becoming uncollectible for credit reasons.



     “Securitization Subsidiary” means a Restricted Subsidiary of Parent that engages in no
activities other than in connection with the acquisition and/or financing of Securitization Assets,
all proceeds thereof and all rights (contingent and other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business, and which is
designated by the Board of Directors of Parent (or a duly authorized committee thereof) or such
other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by
Parent or any of its Subsidiaries, other than another Securitization Subsidiary (excluding
guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to
Standard Securitization Undertakings), (ii) is recourse to or obligates Parent or any of its
Subsidiaries,





-24-









 







other than another Securitization Subsidiary, in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property or asset (other than Securitization
Assets) of Parent or any of its Subsidiaries, other than another Securitization Subsidiary,
directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant
to Standard Securitization Undertakings, (b) with which none of Parent nor any of its Subsidiaries,
other than another Securitization Subsidiary, has any material contract, agreement, arrangement or
understanding other than (i) the applicable receivables purchase agreements and related agreements,
in each case, having reasonably customary terms, or (ii) on terms which Parent reasonably believes
to be no less favorable to Parent or the applicable Subsidiary than those that might be obtained at
the time from Persons that are not Affiliates of Parent or any of its Subsidiaries and (c) to which
neither Parent nor any of its Subsidiaries other than another Securitization Subsidiary, has any
obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve
certain levels of operating results. Any such designation by the Board of Directors of Parent (or a
duly authorized committee thereof) or such other Person shall be evidenced to the trustee by
delivery to the trustee of a certified copy of the resolution of the Board of Directors of Parent
or such other Person giving effect to such designation and a certificate executed by an authorized
officer certifying that such designation complied with the foregoing conditions.




     “Seller’s Retained Interests” means the Indebtedness or Equity Interests held by Parent or any of
its Subsidiaries in a Securitization Subsidiary to which Securitization Assets have been
transferred, including any such debt or equity received as consideration for or as a portion of the
purchase price for the Securitization Assets transferred, or any other instrument through Parent or
such Subsidiary has rights to or receives distributions in respect of any residual or excess
interest in the Securitization Assets.



     “Senior Debt” means:



     (1) all Indebtedness of Parent, the Company or any Guarantor outstanding under Credit
Facilities and all Hedging Obligations with respect thereto;



     (2) any other Indebtedness of Parent, the Company or any Guarantor permitted to be incurred
under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is subordinated in right of payment to the Notes or any Guarantee; and



     (3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).



     Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:



     (1) any liability for federal, state, local or other taxes owed or owing by the Company;



     (2) any Indebtedness of Parent or the Company to any of Parent’s Subsidiaries or other Affiliates (other than Credit Facilities under which an Affiliate is a lender);



     (3) any trade payables; or



     (4) the portion of any Indebtedness that is incurred in violation of this Indenture.



     “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.




     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect
on the Issue Date.







-25-









 









	 	 	“Special Redemption” has the meaning set forth in the Escrow Agreement.





     “Standard Securitization Undertakings” means representations, warranties, covenants,
Securitization Repurchase Obligations and indemnities entered into by Parent or any of its
Subsidiaries that are reasonably customary in accounts receivable securitization transactions.



     “Stated Maturity” means, with respect to any installment of interest or principal on any series
of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in
the documentation governing such Indebtedness as of the Issue Date, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.



     “Subordinated Indebtedness” means all Indebtedness (whether outstanding on the Issue Date or
thereafter incurred) that is subordinated or junior in right of payment to the Notes pursuant to a
written agreement, executed by the Person to whom such Indebtedness is owed, to that effect.



     “Subsidiary” means, with respect to any specified Person:




     (1) any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency and after giving effect to any voting agreement or stockholders’ agreement
that transfers voting power) to vote in the election of directors, managers or trustees of
the corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and




     (2) any partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general partners of which
are that Person or one or more Subsidiaries of that Person (or any combination thereof).



     Unless otherwise specified herein, all references to any “Subsidiary” shall refer to a
Subsidiary of Parent.



     “Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including
penalties, interest and any other liabilities related thereto).



     “Taxing Authority” means any government or political subdivision or territory or possession of
any government or any authority or agency therein or thereof having power to impose or collect any
Tax.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aa-77bbbb).



     “Total Assets” means the total consolidated assets of Parent and the Restricted Subsidiaries, as
shown on the most recent internal balance sheet of Parent prepared on a consolidated basis
(excluding Unrestricted Subsidiaries) in accordance with IFRS



     “Transactions” means (i) the Mergers, (ii) the repayment of certain of Parent’s and the
Restricted Subsidiaries’ Existing Indebtedness, (iii) the closing of the Credit Agreement and (iv)
the issuance and sale of the Notes offered hereby and the other transactions described in the
Offering Memorandum in connection therewith.




-26-









 








     “Treasury Rate” means, as obtained by the Company, as of any redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to the redemption date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to February 1, 2014; provided, however,
that if the period from the redemption date to February 1, 2014 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until
a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Trustee” shall mean such successor Trustee.



     “U.S. Person” means a U.S. Person as defined in Rule 902(k) under the Securities Act.



     “Unrestricted Definitive Notes” means one or more Definitive Notes that do not and are not
required to bear the Private Placement Legend.



     “Unrestricted Global Notes” means one or more Global Notes, in the form of Exhibit A attached
hereto, that do not and are not required to bear the Private Placement Legend and are deposited
with and registered in the name of the Depositary or its nominee.



     “Unrestricted Subsidiary” means any Subsidiary (or any successor to any of them) that is
designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:




     (1) has no Indebtedness other than Non-Recourse Debt;




     (2) except as permitted pursuant to Section 4.14, is not party to any agreement, contract, arrangement or understanding with Parent or any of its Restricted Subsidiaries unless
the terms of any such agreement, contract, arrangement or understanding are no less favorable
to Parent or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of Parent and/or the Restricted Subsidiaries;




     (3) is a Person with respect to which neither Parent nor any Restricted Subsidiary has
any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results;




     (4) has not Guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of Parent or any Restricted Subsidiary; and




     (5) has at least one director on the Board of Directors the Company that is not a
director or executive officer Parent or any Restricted Subsidiary and has at least one
executive officer that is not a director or executive officer of Parent or any Restricted
Subsidiary.



     Any designation of a Subsidiary as an Unrestricted Subsidiary will be evidenced to the Trustee
by filing with the Trustee a certified copy of the resolution of the Board of Directors of the
Company giving effect to such designation and an Officers’ Certificate and Opinion of Counsel
certifying that such designation complied with the preceding conditions and was permitted by
Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary,





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it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such
date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09,
the Company will be in Default of Section 4.09. The Board of Directors of the Company may at any
time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis
as if such designation had occurred at the beginning of the four-quarter reference period; (2) no
Default or Event of Default would be in existence following such designation; and (3) such
Subsidiary executes and delivers to the Trustee a supplemental indenture providing for a Guarantee.




     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect of the Indebtedness, by (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment; by




     (2) the then outstanding principal amount of such Indebtedness.


Section 1.02. Other Definitions.




	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Additional Amounts”

	 	 	4.21	 
	“Affiliate Transaction”

	 	 	4.14	 
	“Alternate Offer”

	 	 	4.18	 
	“Asset Sale Offer”

	 	 	3.09	 
	“Authentication Order”

	 	 	2.02	 
	“Benefited Party”

	 	 	10.01	 
	“Change of Control Offer”

	 	 	4.18	 
	“Change of Control Payment”

	 	 	4.18	 
	“Covenant Defeasance”

	 	 	8.03	 
	“Covenant Suspension Event”

	 	 	4.20	 
	“DTC”

	 	 	2.03	 
	“Existing Holders”

	 	1.01 (Permitted Holder Group)

	“Event of Default”

	 	 	6.01	 
	“Excess Proceeds”

	 	 	4.12	 
	“incur”

	 	 	4.09	 
	“Legal Defeasance”

	 	 	8.02	 
	“losses”

	 	 	7.07	 
	“non-U.S. Guarantor”

	 	 	4.21	 
	“Notes”

	 	Preamble

	“Offer Amount”

	 	 	3.09	 






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	“Offer Period”

	 	 	3.09	 
	“Paying Agent”

	 	 	2.03	 
	“Payment Default”

	 	 	6.01	 
	“Permitted Debt”

	 	 	4.09	 
	“Primary Lien”

	 	 	4.11	 
	“Purchase Date”

	 	 	3.09	 
	“Registrar”

	 	 	2.03	 
	“Restricted Payments”

	 	 	4.10	 
	“Reversion Date”

	 	 	4.20	 
	“Security Register”

	 	 	4.18	 
	“Special Redemption Date”

	 	 	3.10	 
	“Suspended Covenant”

	 	 	4.20	 
	“Suspension Date”

	 	 	4.20	 
	“Taxing Jurisdiction”

	 	 	4.21	 






Section 1.03. Incorporation by Reference of Trust Indenture Act.




     (a) Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



     (b) The following TIA terms used in this Indenture have the following meanings:



     “indenture securities” means the Notes;



     “indenture security holder” means a Holder of a Note;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Trustee; and



     “obligor” on the Notes means the Company and any successor obligor upon the Notes.



     (c) All other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to
them.


Section 1.04.
Rules of Construction.




     (a) Unless the context otherwise requires:




     (i) a term has the
meaning assigned to it;




     (ii) an accounting term not otherwise defined herein has the meaning assigned to it in
accordance with IFRS;




     (iii) “or” is not exclusive;




     (iv) words in the singular include the plural, and in the plural include the singular;




     (v) all references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and subdivisions of this instrument as
originally executed;



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     (vi) the words “herein”, “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other subdivision.




     (vii) “including” means “including without limitation”;




     (viii) provisions
apply to successive events and transactions; and




     (ix) references to sections of or rules under the Securities Act shall be deemed to
include substitute, replacement or successor sections or rules adopted by the SEC from time
to time.



ARTICLE 2




THE NOTES


Section 2.01. Form and Dating.




     (a) General. The Notes are hereby authorized in an initial principal amount of $1,100,000,000.
The Notes and the Trustee’s certificate of authentication shall be substantially in the form of
Exhibit A hereto, which is hereby incorporated in and expressly made part of this Indenture. The
Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.
Each Note shall be dated the date of its authentication. The Notes shall be in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in
the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company
and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture shall govern and be
controlling.



     Upon the Completion Date, the terms and provision of the Guarantees will constitute, and shall
expressly be made, a part of this Indenture and the Company, Parent and the Guarantors and the
Trustee, by their execution and delivery of the supplemental indenture substantially in the form of
Exhibit E hereto, shall expressly agree to such terms and provisions and to be bound hereby. Any
reference to a Guarantor herein shall be deemed to be a reference thereto solely from and after the
date of its execution and delivery of a supplemental indenture hereto in the form of Exhibit E or
Exhibit F hereto.



     (b) Global Notes. The Notes shall be issued initially in global form and shall be
substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and without the Schedule of Exchanges of Interests in the Global Note
attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.06 hereof.



     (c) Book-Entry Provisions. This Section 2.01(c) shall only apply to Global Notes deposited
with the Trustee, as custodian for the Depositary. Participants and Indirect Participants shall
have no rights under this Indenture with respect to any Global Note held on their behalf by the
Depositary or by the Trustee as the custodian for the Depositary or under such Global Note, and the
Depositary shall be





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treated by the Company, the Trustee and any Agent of the Company or the Trustee as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any Agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the
Applicable Procedures or the operation of customary practices of the Depositary governing the
exercise of the rights of a holder of a beneficial interest in any Global Note.



Section 2.02. Execution and Authentication.



     (a) One Officer of the Company shall sign the Notes by manual or facsimile signature.



     (b) If an
Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid.




     (c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this Indenture.



     (d) The Trustee shall, upon a written order of the Company signed by one Officer (an
“Authentication Order”), authenticate Notes for original issue.



     (e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Company.



     (f) The Company may issue Additional Notes from time to time after the offering of the Initial
Notes. The Initial Notes, the Exchange Notes and any Additional Notes subsequently issued under
this Indenture shall be treated as a single class for all purposes under this Indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase.


Section 2.03. Registrar and Paying Agent.




     (a) The Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall notify the Trustee in writing of the name and address of
any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such. Parent or any of its Subsidiaries
(including the Company) may act as Paying Agent or Registrar.



     (b) The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes.



     (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent.





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Section 2.04. Paying Agent to Hold Money in Trust.




     The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal, premium, if any, or interest and Additional
Interest, if any, on the Notes, and shall notify the Trustee of any default by the Company in
making any such payment. While any such Default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if
other than Parent or a Subsidiary of the Parent) shall have no further liability for the money. If
the Parent or a Subsidiary Parent acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.


Section 2.05. Holder Lists.




     The Registrar shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §
312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date or such shorter time as the Trustee may
allow, as the Trustee may reasonably require of the names and addresses of the Holders and the
Company shall otherwise comply with TIA § 312(a).


Section 2.06. Transfer and Exchange.




     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged
by the Company for Definitive Notes if (1) the Company delivers to the Trustee notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer
a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Company within 90 days after the date of such notice from the Depositary, (2)
the Company in its sole discretion and subject to the procedures of the Depositary determines that
the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a
written notice to such effect to the Trustee, or (3) there shall have occurred and be continuing an
Event of Default with respect to such Global Note. Upon the occurrence of any of the preceding
events in (1), (2) or (3) above, Definitive Notes shall be issued in denominations of $2,000 or
integral multiples of $1,000 in excess thereof and in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global
Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however,
beneficial interests in a Global Note may be transferred and exchanged as provided in Section
2.06(b), (c) or (f) hereof.



     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the






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extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also
shall require compliance with either clause (i) or (ii) below, as applicable, as well as one or
more of the other following clauses, as applicable:





     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in accordance
with the transfer restrictions set forth in the Private Placement Legend; provided, however,
that prior to the expiration of the Distribution Compliance Period, transfers of beneficial
interests in the Regulation S Global Note may not be made to a U.S. Person or for the account
or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A)(1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase or (B)(1) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1)
above. Upon consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the Restricted Global
Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.




     (iii) Transfer of Beneficial Interests in a Restricted Global Note to Another
Restricted Global Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements of Section
2.06(b)(ii) above and the Registrar receives the following:




     (A) if the transferee will take delivery in the form of a beneficial interest in
the 144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; and




     (B) if the transferee will take delivery in the form of a beneficial interest in
the Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof;




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     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements
of Section 2.06(b)(ii) above and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest in
an Unrestricted Global Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (1)(a) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note, a certificate from such holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Registrar and the Company
so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.



     If any such transfer is effected pursuant to clause (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to clause (B) or (D) above.



     (v) Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for
Beneficial Interests in Restricted Global Notes Prohibited. Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Note.







-34-









 








     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.



     (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt
by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item
(1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof; or




     (D) if such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the
certifications in item (3) thereof;


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall mail or deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.




     (ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest
for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate
(as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;



-35-









 






     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act.



     (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and mail or
deliver to the Person designated in the instructions a Definitive Note in the appropriate principal
amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall
mail or deliver such Definitive Notes to the Persons in whose names such Notes are so registered.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall not bear the Private Placement Legend.



     (d) Transfer
and Exchange of Definitive Notes for Beneficial Interests.



     (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest
in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:




     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (2)(b) thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the
certifications in item (1) thereof;



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     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2) thereof; or




     (D) if such Restricted Definitive Note is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3) thereof;


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above,
the Regulation S Global Note.




     (ii) Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A
Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Definitive Notes proposes to exchange such Notes
for a beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or




     (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a
Person who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form
of Exhibit B
hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.



     Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the
Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




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     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to
a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes.



     (iv) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
Restricted Global Notes Prohibited. An Unrestricted Definitive Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a
Restricted Global Note.



     (v) Issuance of Unrestricted Global Notes. If any such exchange or transfer
from a Definitive Note to a beneficial interest is effected pursuant to clauses (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the
Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the principal amount of Definitive Notes so transferred.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e):




     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the name of Persons who
take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:




     (A) if the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including
the certifications in item (1) thereof;




     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




     (C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.
Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
ex-



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change, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
144) of the Company;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Notes proposes to ex-
change such Notes for an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or




     (2) if the Holder of such Restricted Definitive Notes proposes to transfer
such Notes to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
and the Company to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.




     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.



     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (A) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that
(x) they are not broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (B) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who made the
foregoing certification and accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee
shall authenticate and mail or deliver to the Persons designated by the Holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. Any
Notes that remain outstanding after the



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consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange
Offer, shall be treated as a single class of securities under this Indenture.




     (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions
of this Indenture.



          (i) Private Placement Legend.





     (A) Except as permitted by clause (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend
in substantially the following form:




     “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE
SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3), OR (7) UNDER THE SECURITIES ACT, AS AMENDED, (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT
WILL NOT RESELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH
RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, EXCEPT (A) TO
THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A
SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF GRIFOLS
INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY,
PRIOR TO THE
EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO
RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, IF THE PROPOSED TRANSFEREE IS
AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE
ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE



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PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.




     (ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:




     “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.




     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.”



     (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall
be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the



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direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.




     (i) General Provisions Relating to Transfers and Exchanges.



     (i) To permit registrations of transfers and exchanges, the Company shall execute and, upon
receipt of (a) an Authentication Order in accordance with Section 2.02 and (b) an Officers’
Certificate and an Opinion of Counsel each stating that all conditions precedent and covenants
provided for in this Indenture relating to authentication and delivery of the Notes have been
complied with, and that such Notes will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, the Trustee shall authenticate Global Notes
and Definitive Notes upon the Company’s order or at the Registrar’s request.



     (ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.18 and 9.05 hereof).



     (iii) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange.



     (iv) Neither the Registrar nor the Company shall be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the day of selection, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and
the next succeeding interest payment date.



     (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.



     (vi) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.



     (vii) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.



     (viii) The Trustee is hereby authorized to enter into a letter of representation with the
Depository in the form provided by the Company and to act in accordance with such letter. Neither
the Trustee nor any Agent of the Trustee shall have any responsibility for any actions taken or not
taken by the Depositary.



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     (ix) Each Holder of a Note agrees to indemnify the Company and Trustee against any liability
that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any
provision of this Indenture and/or applicable United States federal or state securities laws.



     (x) The Trustee shall have no responsibility or obligation to any Participant or Indirect
Participant or any other Person with respect to the accuracy of the books or records, or the acts
or omissions, of the Depositary or its nominee or of any participant or member thereof, with
respect to any ownership interest in the Notes or with respect to the delivery to any Participant
or Indirect Participant or other Person (other than the Depositary) of any notice (including any
notice of redemption) or the payment of any amount, under or with respect to such Notes. All
notices and communications to be given to the Holders and all payments to be made to Holders under
the Notes shall be given or made only to or upon the order of the registered Holders (which shall
be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in
any Global Note shall be exercised only through the Depositary subject to the customary procedures
of the Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its Participants or Indirect Participants.



     (xi) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Participants or Indirect Participants in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by, the terms of this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.



     (j) Restrictions on Exchange of Regulation S Global Note. Beneficial ownership interests in
the Regulation S Global Notes shall not be exchangeable for interests in the Rule 144A Global
Notes, Unrestricted Global Notes, Restricted Definitive Notes or Unrestricted Definitive Notes
until the expiration of the Distribution Compliance Period and then only upon certification that
beneficial ownership interests in such Regulation S Global Note are owned by or being transferred
to either non U.S. Persons or U.S. Persons who purchased such interests in a transaction that did
not require registration under the Securities Act. The written certificate delivered pursuant to
the applicable provisions in Section 2.06(b)-(e) in the form provided therein shall be deemed
satisfactory for purposes of this clause with respect to the relevant exchange of interests.


Section 2.07. Replacement Notes.




     If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue
and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if
the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.



     Every replacement Note is an additional obligation of the Company and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.


Section 2.08. Outstanding Notes.




     (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except
for those cancelled by it, those delivered to it for cancellation, those reductions in the interest
in a Global



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Note effected by the Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease
to be outstanding because the Company or an Affiliate of the Company holds the Note; provided,
however, that Notes held by Parent or its Subsidiaries shall not be deemed to be outstanding for
purposes of Section 3.07(b) hereof.




     (b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.



     (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.



     (d) If the Paying Agent (other than Parent, a Subsidiary of Parent or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on
that date, then on and after that date such Notes shall be deemed to be no longer outstanding and
shall cease to accrue interest.


Section 2.09. Treasury Notes.




     In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledge establishes to the satisfaction of the
Trustee the pledgee’s right to deliver any such direction, waive its consent with respect to the
Notes and that the pledgee is not the Company or any obligor of the Notes or any Affiliate of the
Company or of such other obligor.


Section 2.10. Temporary Notes.




     Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate
Definitive Notes in exchange for temporary Notes.



     Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to
all of the benefits accorded to Holders, or beneficial holders, respectively, of the Notes under
this Indenture.


Section 2.11. Cancellation.




     The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee upon direction by the Company and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention requirements of the
Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the
Company. The Company may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.



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Section 2.12. Defaulted Interest.




     If the Company defaults in a payment of interest or Additional Interest, if any, on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a subsequent special record
date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall
notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Company shall fix or cause to be fixed each such special
record date and payment date, provided that no such special record date shall be less than 10 days
prior to the related payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the Trustee in the name and
at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.


Section 2.13. CUSIP or ISIN Numbers.




     The Company in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience
to Holders; provided, however, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Company shall promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.


Section 2.14. Additional Interest.




     If Additional Interest is payable by the Company pursuant to the Registration Rights Agreement
and paragraph 1 of the Notes, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such
interest is payable. Unless and until a Responsible Officer of the Trustee receives such a
certificate or instruction or direction from the Holders in accordance with the terms of the
Indenture, the Trustee may assume without inquiry that no Additional Interest is payable. The
foregoing shall not prejudice the rights of the Holders with respect to their entitlement to
Additional Interest as otherwise set forth in this Indenture or the Notes and pursuing any action
against the Company directly or otherwise directing the Trustee to take any such action in
accordance with the terms of this Indenture and the Notes. If the Company has paid Additional
Interest directly to the persons entitled to it, the Company shall deliver to the Trustee a
certificate setting forth the particulars of such payment.



ARTICLE 3



REDEMPTION AND PREPAYMENT


Section 3.01. Notices to Trustee.




     If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days (unless a shorter notice
shall be agreed to by the Trustee) but not more than 60 days before a redemption date, an Officers’
Certificate complying with the applicable provisions of Section 12.05 setting forth (i) the clause
of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the
principal amount of Notes to be redeemed and (iv) the redemption price.



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Section 3.02. Selection of Notes to Be Redeemed.




     If less than all of the Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed or, if the Notes are
not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee
considers fair and appropriate and in accordance with the applicable procedures of the Depository
to the extent the Notes are Global Notes. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously
called for redemption.



     The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples
of $1,000 in excess thereof; provided that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for redemption.


Section 3.03. Notice of Redemption.




     Subject to Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction or discharge of this Indenture.



     The notice shall identify the Notes to be redeemed, the CUSIP number, and shall state:




     (a) the redemption date;




     (b) the redemption price or if the redemption is made pursuant to Section 3.07(b) a
calculation of the redemption price;




     (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to
be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion shall be issued upon cancellation of the original
Note;




     (d) the name and address of the Paying Agent;




     (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the
redemption price;




     (f) that, unless the Company defaults in making such redemption payment, interest and
Additional Interest, if any, on Notes called for redemption ceases to accrue on and after the
redemption date;




     (g) the paragraph of the Notes or Section of this Indenture pursuant to which the Notes
called for redemption are being redeemed; and



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     (h) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



     At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided, however, that the Company shall have delivered to the Trustee,
at least 45 days, or such shorter period allowed by the Trustee, prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in this Section 3.03 (unless a shorter notice shall be
agreed to by the Trustee).



     Any inadvertent defect in the notice of redemption, including an inadvertent failure to give
notice, to any Holder selected for redemption will not impair or affect the validity of the
redemption of any other Note redeemed in accordance with the provisions of the Indenture.


Section 3.04. Effect of Notice of Redemption.




     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price. A
notice of redemption may not be conditional.


Section 3.05. Deposit of Redemption Price.




     On or before 11:00 a.m. (New York City time) on any redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and
accrued interest and Additional Interest, if any, on all Notes to be redeemed on that date.



     If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest and Additional Interest, if any, shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after an interest record
date but on or prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close of business on such
record date. If any Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph, interest and
Additional Interest, if any, shall be paid on the unpaid principal from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal,
in each case at the rate provided in the Notes and in Section 4.01 hereof.


Section 3.06. Notes Redeemed in Part.




     Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the
Company’s written request, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.


Section 3.07. Optional Redemption.




     (a) Except as set forth in clause (b) and (c) of this Section 3.07, the Notes will not be
redeemable at the option of the Company prior to February 1, 2014. On or after February 1, 2014,
the Company may redeem all or a part of the Notes after giving the required notice under this
Indenture. The Notes may be redeemed at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if
any, on the Notes redeemed to the applicable redemption date (subject to the right of Holders on
the relevant record date to receive interest due on the relevant interest payment date), if
redeemed during the twelve-month period beginning on February 1 of the years indicated below:



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	Year
	 	Percent
	2014
	 	 	106.188	%
	2015
	 	 	104.125	%
	2016
	 	 	102.063	%
	2017 and thereafter
	 	 	100.000	%






     (b) At any time and from time to time prior to February 1, 2014, the Company may redeem up to
35% of the aggregate principal amount of the Notes issued under this Indenture at a redemption
price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest, if any, to the redemption date (subject to the right of Holders on the
relevant record date to receive interest due on the relevant interest payment date) with the net
cash proceeds of any Qualified Equity Offering; provided, however, that:




     (1) after giving effect to any such redemption, at least 65% of the aggregate principal
amount of the Notes issued on the Issue Date (excluding Notes held by Parent and its
Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and




     (2) any such redemption shall be made within 90 days of such Qualified Equity Offering
upon not less than 30 nor more than 60 days’ prior notice.



     (c) At any time and from time to time prior to February 1, 2014, the Company may redeem all or
a part of the Notes upon not less than 30 nor more than 60 days prior notice under this Indenture
at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the
redemption date (subject to the right of Holders on the relevant record date to receive interest
due on the relevant interest payment date).



     (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof. Unless the Company defaults in the payment of the applicable
redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.


Section 3.08. Mandatory Redemption.




     (a) The Company shall not be required to make sinking fund payments with respect to the Notes.
However, under certain circumstances, the Company may be required to offer to repurchase the Notes
pursuant to Sections 3.10, 4.12 and 4.18.



     (b) In addition, Company and its Subsidiaries may acquire Notes by means other than a
redemption or required repurchase whether by tender offer, open market purchases, negotiated
transactions or otherwise, in accordance with applicable securities laws, so long as such
acquisition does not otherwise violate the terms of this Indenture.


Section 3.09. Offer To Purchase by Application of Excess Proceeds.




     (a) In the event that, pursuant to Section 4.12 hereof, the Company shall be required to
commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the
procedures specified below.



     (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the



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“Offer Period”). No later than five Business Days after the termination of the Offer Period (the
“Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased
pursuant to Section 4.12 hereof (the “Offer Amount”) or, if less than the Offer Amount has been
tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.




     (c) If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Note is registered at the close of business on such record date, and no Additional Interest shall
be payable to Holders who tender Notes pursuant to the Asset Sale Offer.



     (d) Upon the commencement of the Asset Sale Offer, the Company shall send, by first class
mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset
Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the
terms of the Asset Sale Offer, shall state:




     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.12 hereof and the length of time the Asset Sale Offer shall remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




     (iii) that any Note not tendered or accepted for payment shall continue to accrue interest;




     (iv) that, unless the Company defaults in making such payment, any Note accepted for payment
pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any,
after the Purchase Date;




     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect
to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess
thereof;




     (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be
required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if
appointed by the Company, or a Paying Agent at the address specified in the notice at least three
days before the Purchase Date;




     (vii) that Holders shall be entitled to withdraw their election if the Company, the depositary
or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer
Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased;




     (viii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the
Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Notes in denominations of
$2,000 or integral multiples of $1,000 in excess thereof shall be purchased); and



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     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred
by book-entry transfer) representing the same indebtedness to the extent not repurchased.



     (e) On or before the Purchase Date, the Company shall, to the extent lawful, (1) accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Notes tendered, and (2) shall deliver to the Trustee an Officers’ Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.09.



     (f) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but
in any case not later than five Business Days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note
to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date.



     Other than as specifically provided in this Section 3.09 or Section 4.12 hereof, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of Section 3.01 through 3.06
hereof.


Section 3.10. Special Redemption.




     In the event that the Completion Date has not occurred on or prior to the Date of
Determination, the Escrow Issuer will be required to redeem the Notes on the date that is three (3)
Business Days after the Date of Determination (the “Special Redemption Date”), at a cash redemption
price of 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if
any, to the Special Redemption Date. Upon the receipt of written instruction from the Escrow Issuer
and an Officers’ Certificate, the Trustee will send a notice of such Special Redemption on behalf of
the Escrow Issuer to the Holders of the Notes on the Date of Determination if the Completion Date
has not occurred on or prior to such Date of Determination.



ARTICLE 4



COVENANTS


Section 4.01. Payment of Notes.




     The Company shall pay or cause to be paid the principal of, premium, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest and Additional Interest, if any, shall be considered paid on the date due if the Paying
Agent, if other than Parent or a Subsidiary thereof, holds as of 11:00 a.m. (New York City time) on
the due date money deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest and Additional Interest, if any,
then due. The Company shall pay Additional Interest, if any, in the same manner, on the dates and
in the amounts set forth in the Registration Rights Agreement.



     The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in



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any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional
Interest, if any, (without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful.




     Interest shall be computed on the basis of a 360-day year of twelve 30-day months.


Section 4.02. Maintenance of Office or Agency.




     (a) The Company shall maintain an office or agency (which may be an office or drop facility of
the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented
or surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its Agent to receive all such presentations,
surrenders, notices and demands.



     (b) The Company may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such other office or
agency.



     (c) The Company hereby designates the Corporate Trust Office of the Trustee, as one such
office, drop facility or agency of the Company in accordance with Section 2.03.


Section 4.03. Reports.




     (a) Notwithstanding that the Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding Parent shall furnish
to the Trustee and the Holders of the Notes:




     (i) within the time periods specified in the SEC’s rules and regulations, all annual
financial information that would be required to be contained in a filing with the SEC on Form
20-F if Parent were required to file such Form pursuant to Section 13(a) or 15(d) of the
Exchange Act or any successor provision thereto, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and a report on Parent’s
consolidated annual financial statements by Parent’s certified independent accountants; and




     (ii) within 45 days of the first three fiscal quarters of each fiscal year of Parent,
quarterly financial information prepared on the same basis as the audited financial
information referred to in clause (1) above which shall have been the subject of a SAS 100
(or equivalent) review by Parent’s certified independent accountants together with a
“Management’s Discussion of Analysis of Financial Condition and Results of Operations” for such
fiscal quarter.



     Parent shall be deemed to have furnished such reports to the Trustee and the Holders if Parent
has filed such information or reports with the SEC via the EDGAR filing system and such information
or reports are publicly available.



     (b) Delivery of such reports, information and documents to the Trustee shall be for
informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any in-



-51-









 




formation contained therein or determinable from information contained therein, including Parent’s
compliance with any of the covenants contained in this Indenture (as to which the Trustee will be
entitled to conclusively rely upon an Officers’ Certificate).




     (c) In addition, following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, whether or not required by the SEC, Parent shall file a copy of all
of the information and reports referred to in clauses (a)(i) and (a)(ii) above with the SEC for
public availability within the time periods specified in the SEC’s rules and regulations (unless
the SEC will not accept such a filing).



     (d) For so long as any Notes remain outstanding, if at any time Parent is not required to file
with the SEC the information and reports required by clauses (i) and (ii) of Section 4.03(a),
Parent shall furnish to the Holders and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.



     (e) The Company shall file with the Trustee and the SEC, and transmit to Holders, such other
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the TIA at the times and in the manner provided pursuant to the TIA.



     (f) Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed
to comply with this Section 4.03 for purposes of clause (iv) of Section 6.01 until 120 days after
the date any information or report hereunder is required to be furnished to Holders of Notes or
filed with the SEC pursuant to this Section 4.03.


Section 4.04. Compliance Certificate.




     (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year
ended December 31, an Officers’ Certificate stating that a review of the activities of Parent and
its Subsidiaries during the preceding fiscal year has been made under the supervision of the
signing officers with a view to determining whether Parent and its Subsidiaries have kept,
observed, performed and fulfilled its obligations under this Indenture, and further stating, as to
each such officer signing such certificate, that to the best of his or her knowledge Parent and its
Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this
Indenture and are not in default in the performance or observance of any of the terms, provisions
and conditions of this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that to the best of his
or her knowledge no event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or if such event has
occurred, a description of the event and what action the Company is taking or proposes to take with
respect thereto and, if there is an existing Event of Default, the status thereof.



     (b) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof (or
within five (5) Business Days of an executive officer becoming actually aware thereof), written
notice in the form of an Officers’ Certificate of any event that with the giving of notice and the
lapse of time would become a Default or an Event of Default, its status and what action the Company
is taking or proposes to take with respect thereto.


Section 4.05. Taxes.




     Parent shall pay, and shall cause each of the Restricted Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by



-52-









 




appropriate proceedings or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes; provided that neither Parent nor any such Restricted
Subsidiary shall be required to pay or discharge, or cause to be paid or discharged, any such tax,
assessment, charge or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been established in
accordance with IFRS.



Section 4.06. Stay, Extension and Usury Laws.




     Parent and the Restricted Subsidiaries covenant (to the extent that they may lawfully do so)
that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and Parent
and the Restricted Subsidiaries (to the extent that they may lawfully do so) hereby expressly waive
all benefit or advantage of any such law, and covenant that they shall not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has been enacted.


Section 4.07. Corporate Existence.




     Subject to Article 5 hereof, Parent shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of the Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of Parent or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of
Parent and the Restricted Subsidiaries; provided, however, that Parent shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or other existence of
any of the Restricted Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of Parent and the Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to
the Holders of the Notes.


Section 4.08. Payments for Consent.




     Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or
otherwise, to or for the benefit of any Holder of Notes for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or
agree to amend in the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.


Section 4.09. Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
Stock.




     (a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and Parent shall not issue any Disqualified Stock and shall not permit
any of the Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that
Parent may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the
Company and any of the Guarantors may incur Indebtedness (including Acquired Debt) or issue
preferred stock, if the Fixed Charge Coverage Ratio for Parent’s most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred
stock is issued, as the case may be, would have been at least 2.00 to 1.00, deter-



-53-









 




mined on a pro forma basis (including a pro forma application of the Net Proceeds therefrom
including to refinance other Indebtedness), as if the additional Indebtedness had been incurred or
the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of
such four-quarter period.




     (b) Section 4.09(a) will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”):




     (i) Indebtedness incurred by Parent and the Restricted Subsidiaries pursuant to Credit
Facilities and any Qualified Securitization Financing, including the Credit Agreement, in an
amount outstanding at any time not to exceed the sum of (x)
$2,750 million plus (y) €478
million minus (z) the aggregate amount of Net Proceeds pursuant to clause (i) of Section
4.12(c) hereof;




     (ii) the incurrence by Parent and the Restricted Subsidiaries of the Existing
Indebtedness (provided that all Existing Indebtedness to be Repaid is either repaid,
discharged or defeased on the Completion Date);




     (iii) the incurrence by Parent and any Guarantor of Indebtedness represented by the
Notes to be issued on the Issue Date and the Guarantees thereof (and any Notes and Guarantees
issued in exchange for the Notes and Guarantees pursuant to the Registration Rights
Agreement);




     (iv) the incurrence by Parent or any Restricted Subsidiary of Indebtedness represented
by Capital Lease Obligations, mortgage financings, purchase money obligations, industrial
development or similar bonds, or tax-advantaged governmental or quasi-governmental financing,
including, without limitation, the sale and leaseback arrangements described under clause (5)
under the exclusions set forth under the definition of “Asset Sales” in each case incurred for
the purpose of financing all or any part of the purchase price or cost of design,
development, construction, installation or improvement (including at any point subsequent to
the purchase) of real or personal property, plant or equipment used in the business of Parent
or the business of such Restricted Subsidiary (whether through the direct acquisition or
otherwise of such assets or the acquisition of Equity Interests of any Person owning such
assets), in an aggregate principal amount, including all Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause (iv), not to exceed
the greater of (x) $200 million and (y) 3.0% of Total Assets, at any time outstanding;




     (v) the incurrence by Parent or any Restricted Subsidiary of Permitted Refinancing
Indebtedness in exchange for, or the Net Proceeds of which are used to renew, refund,
refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness)
that was incurred under the clause (a) of this Section 4.09 or clauses (iii) through (vii)
and (xvi) of this Section 4.09(b);




     (vi) the incurrence by Parent or any Restricted Subsidiary of intercompany Indebtedness
owed Parent or any Restricted Subsidiary; provided, however, that:




     (A) if the Company is the obligor on any such Indebtedness owed to any Restricted
Subsidiary that is not a Guarantor, such Indebtedness must be expressly subordinated
to the prior payment in full in cash of all Obligations then due with respect to the
Notes;




     (B) if a Guarantor is the obligor on any such Indebtedness owed to any Restricted
Subsidiary that is not the Company or a Guarantor, such Indebtedness is ex-



-54-









 






pressly subordinated to the prior payment in full in cash of all Obligations then due with
respect to such Guarantor’s Guarantee; and




     (C) (1) any subsequent issuance or transfer of Equity Interests that results in any
such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary and
(2) any sale or other transfer of any such Indebtedness (other than the creation of a
Permitted Lien upon such intercompany Indebtedness to a Person that is not either Parent or
a Restricted Subsidiary) shall be deemed, in each case, to constitute an incurrence of such
Indebtedness by Parent or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (vi);




     (vii) the incurrence by Parent or any Restricted Subsidiary of Hedging Obligations or entry
into derivative transactions, in each case, in the normal course of business and so long as such
obligations and transactions are not entered into for speculative purposes;




     (viii) the incurrence of Guarantees by Parent, the Company or any of the Guarantors of the
Indebtedness of Parent or any Restricted Subsidiary that was permitted to be incurred by another
provision of this Section 4.09;




     (ix) the incurrence of Guarantees by any Restricted Subsidiary that is not a Guarantor of
Indebtedness of a Restricted Subsidiary that is not a Guarantor that was permitted to be incurred
by another provision of this Section 4.09;




     (x) the incurrence by Parent and the Restricted Subsidiaries of Indebtedness in respect of
workers’ compensation claims, self-retention or self-insurance obligations, unemployment insurance,
performance, bid, release, appeal, surety and similar bonds and related reimbursement obligations
and completion guarantees provided or incurred by Parent and the Restricted Subsidiaries in the
ordinary course of business, guarantees for the account of suppliers in the ordinary course of
business and consistent with past practice, and obligations in connection with participation in
government reimbursement or other programs or other similar requirements;




     (xi) the incurrence by Parent and the Restricted Subsidiaries of Indebtedness arising from
Parent’s and the Restricted Subsidiaries’ agreements providing for indemnification, contribution,
earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in
connection with the sale of goods or acquisition or disposition of any business, assets or Capital
Stock of a Restricted Subsidiary; provided that the maximum aggregate liability in respect of all
such Indebtedness shall at no time exceed the gross proceeds actually received by Parent and the
Restricted Subsidiaries in connection with such acquisition or disposition;




     (xii) the incurrence by Parent and the Restricted Subsidiaries of Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds in the ordinary course of business, provided,
however, that such Indebtedness is extinguished within five Business Days of incurrence;




     (xiii) the incurrence by Parent or any Restricted Subsidiary of Indebtedness to the extent
the net proceeds thereof are promptly deposited to defease the Notes pursuant to Article 8;




     (xiv) the incurrence by Foreign Subsidiaries of Parent (other than any Guarantor) of
Indebtedness in an aggregate principal amount at any time outstanding not to exceed $200 million;



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     (xv) the incurrence of Indebtedness consisting of (i) the financing of insurance
premiums or (ii) take-or-
pay obligations contained in supply arrangements, in each case, in the ordinary course
of business;




     (xvi) the incurrence by Parent or any of its Restricted Subsidiaries of Acquired Debt;
provided that (1) such Indebtedness existed prior to the consummation of the related
acquisition and was not created in contemplation thereof and (2) to the extent the aggregate
amount of Indebtedness incurred in reliance on this clause (xvi) following the Issue Date
exceeds $50 million, then on a pro forma basis, either (A) the Company would be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in Section 4.09(a) hereof or (B) the Fixed Charge Coverage Ratio would be
greater than immediately prior to such transactions;




     (xvii) Indebtedness of Parent or any Restricted Subsidiary constituting reimbursement
obligations with respect to letters of credit or trade Guarantees issued in the ordinary
course of business to the extent that such letters of credit or trade Guarantees are not
drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the 30
days following receipt by Parent or such Restricted Subsidiary of a demand for reimbursement;




     (xviii) Guarantees in the ordinary course of business of the obligations of suppliers,
customers, franchisees and licensees of Parent or any Restricted Subsidiary;




     (xix) to the extent constituting Indebtedness, (1) deferred compensation to employees of
Parent and the Restricted Subsidiaries in the ordinary course of business, (2) unfunded
pension fund and other employee benefit plan obligations and liabilities to the extent that
they are permitted to remain unfunded under applicable law, (3) contingent liabilities
arising out of endorsements of checks and other negotiable instruments for deposit or
collection in the ordinary course of business, (4) reserves established by Parent or any
Restricted Subsidiary for litigation or tax contingencies and (5) the BBVA ‘B’ Share
Transaction;




     (xx) Indebtedness in an amount not to exceed $20 million issued in lieu of cash payments
of Restricted Payments permitted by clause (5) of second paragraph of Section 4.10 hereof;
and




     (xxi) the incurrence by Parent or any Restricted Subsidiary of additional Indebtedness
or the issuance by Parent of Disqualified Stock or preferred stock in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, including all Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause
(xxi), not to exceed $350 million.



     (c) For purposes of determining compliance with this Section 4.09, in the event that an item
of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (i) through (xxi) of Section 4.09(b) as of the date of incurrence thereof or
is entitled to be incurred pursuant to clause (a) of this Section 4.09, the Company shall, in its
sole discretion, (x) at the time the proposed Indebtedness is incurred, classify all or a portion
of that item of Indebtedness on the date of its incurrence under either clause (a) of this Section
4.09 or under such category of Permitted Debt, as the case may be, (y) reclassify at a later date
all or a portion of that or any other item of Indebtedness as being or having been incurred in any
manner that complies with this Section 4.09 (so long as the Indebtedness being reclassified could
have been incurred under Section 4.09(a) or under such category of Permitted Debt on the date of
its incurrence) and (z) elect to comply with this Section 4.09 and the applicable definitions in
any order. The accrual of interest, the accretion or amortization of original



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issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, the reclassification of preferred stock as Indebtedness due to a change in
accounting principles, and the payment of dividends on Disqualified Stock in the form of additional
shares of the same class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in
each such case, that the amount of any such accrual, accretion or payment is included in Parent’s
Fixed Charges as accrued. Notwithstanding any other provision of this Section 4.09, the maximum
amount of Indebtedness that Parent or the Restricted Subsidiaries may incur pursuant to this
Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange
rates or currency values.




     (d) The Company shall not incur any Indebtedness that is contractually subordinate or junior
in right of payment to any Senior Debt of the Company and subordinate or junior in right of payment
to the Notes; provided, however, that no Indebtedness of the Company will be deemed to be
contractually subordinated in right of payment solely by virtue of being unsecured or secured by a
junior Lien or by virtue of being structurally subordinated. No Guarantor shall incur any
Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor
and subordinate or junior in right of payment to such Guarantor’s Guarantee; provided, however, that
no Indebtedness of a Guarantor will be deemed to be contractually subordinated in right of payment
solely by virtue of being unsecured or secured by a junior Lien.



     (e) Parent shall not permit any Unrestricted Subsidiary to incur any Indebtedness other than
Non-Recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt
of an Unrestricted Subsidiary, such event shall be deemed to be an incurrence of Indebtedness by
the obligors of such Indebtedness.


Section 4.10. Restricted Payments.




     Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or
indirectly:




     (a) declare or pay any dividend or make any other payment or distribution on account of
Parent’s or any Restricted Subsidiaries’ Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving Parent or any Restricted
Subsidiary) or to the direct or indirect holders of Parent’s or any Restricted Subsidiaries’
Equity Interests in their capacity as such (in each case other than dividends or
distributions payable in Parent’s Equity Interests (other than Disqualified Stock) or to
Parent or any Restricted Subsidiary);




     (b) purchase, redeem, defease or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving Parent or any of
the Restricted Subsidiaries) any of Parent’s or the Restricted Subsidiaries’ Equity Interests
(in each case other than any of the Restricted Subsidiaries’ Equity Interests owned by Parent
or another Restricted Subsidiary or for consideration consisting solely of Parent’s Equity
Interests other than Disqualified Stock);




     (c) make any payment on or with respect to, or purchase, redeem, repurchase, defease or
otherwise acquire or retire for value any of Parent’s or the Restricted Subsidiaries’
Subordinated Indebtedness (other than Subordinated Indebtedness owed to Parent or any of the
Restricted Subsidiaries), except (i) a payment of interest or principal at the Stated
Maturity thereof, (ii) the purchase, repurchase or other acquisition of any such Indebtedness
in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case, due within



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     one year of the date of such purchase, repurchase or other acquisition, or (iii) for
consideration consisting solely of Equity Interests of Parent other than Disqualified Stock;
or



          (d) make any Restricted Investment



(all such payments and other actions set forth in these clauses (a) through (d) above being
collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect
to such Restricted Payment:





     (a) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;




     (b) Parent would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and




     (c) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by Parent and the Restricted Subsidiaries after the Issue Date (excluding
Restricted Payments permitted by clauses (3)(i), (5), (6), (10), (11) and (12) of the next
paragraph), is less than the sum, without duplication, of:




     (i) 50% of the Consolidated Net Income of Parent for the period (taken as one
accounting period) from the beginning of the first full fiscal quarter of Parent
commencing immediately prior to the Issue Date to the end of Parent’s most recently
ended fiscal quarter for which internal financial statements are available at the time
of such Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit), plus




     (ii) 100% of the aggregate net cash proceeds or the fair value (as determined in
good faith by the Board of Directors of the Company) of property or assets received by
Parent or a Restricted Subsidiary since the date following the Issue Date as a
contribution to the common equity capital of Parent or from the issue or sale of
Equity Interests of Parent (other than Disqualified Stock) or from the issue or sale
of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt
securities of Parent that have been converted into or exchanged for such Equity
Interests (other than Equity Interests or Disqualified Stock or debt securities sold
to a Subsidiary of Parent and other than proceeds from the BBVA ‘B’ Share Transaction),
together with the aggregate net cash and Cash Equivalents received by Parent or any
Restricted Subsidiary at the time of such conversion or exchange, plus




     (iii) to the extent that any Restricted Investment that was made after the Issue
Date is sold for cash or otherwise liquidated or repaid for cash, the proceeds
realized from the sale of such Restricted Investment and proceeds representing the
return of the capital with respect to such Restricted Investment, in each case to
Parent or any Restricted Subsidiary, less the cost of the disposition of such
Restricted Investment, plus




     (iv) to the extent that any Unrestricted Subsidiary is redesignated as a
Restricted Subsidiary after the Issue Date, the portion (proportionate to Parent’s
interest in such Unrestricted Subsidiary) of the fair market value of the net assets
of the Unrestricted



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Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted
Subsidiary; plus




     (v) 50% of any dividends received by Parent or any Restricted Subsidiary from any
Unrestricted Subsidiary to the extent Parent’s or such Restricted Subsidiary’s
Investment in such Unrestricted Subsidiary was a Restricted Investment, and to the
extent such dividends were not otherwise included in the Consolidated Net Income of
Parent for such period.



     So long as no Default has occurred and is continuing or would be caused thereby (except with
respect to clauses (1), (4), (5), (7), (9) and (10) below), the preceding provisions will not
prohibit:




     (1) the payment of any dividend (or other distribution) or the consummation of any
irrevocable redemption within 90 days after the date of declaration of the dividend (or other
distribution) or giving of the redemption notice, as the case may be, if at the date of
declaration or notice the dividend (or other distribution) payment or redemption would have
complied with the provisions hereof;




     (2) the making of any Restricted Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to any Restricted Subsidiary) of,
Parent’s Equity Interests (other than Disqualified Stock) or from the substantially concurrent
contribution of common equity capital to Parent; provided that the amount of any such net
cash proceeds that are utilized to make any such Restricted Payment will be excluded from
clause (c)(ii) of the preceding paragraph;




     (3) the purchase, defeasance, redemption, repurchase or other acquisition or retirement
of Subordinated Indebtedness of Parent or any Restricted Subsidiary with (i) the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness or (ii) in exchange for, or
out of the proceeds of a substantially concurrent Qualified Equity Offering;




     (4) in the case of a Restricted Subsidiary, the payment of dividends (or in the case of
any partnership or limited liability company, any similar distribution) to the holders of its
Capital Stock on a pro rata basis;




     (5) repurchases of Equity Interests deemed to occur upon the exercise of stock options,
warrants or other convertible securities if such Equity Interests represent a portion of the
exercise price thereof and repurchases of Equity Interests deemed to occur upon the
withholding of a portion of the Equity Interests granted or awarded to an employee to pay for
the taxes payable by such employee upon such grant or award, or the vesting thereof, in an
amount not to exceed $20 million;




     (6) cash payments, in lieu of issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for Equity
Interests of Parent or a Restricted Subsidiary;




     (7) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness following a Change of Control or Asset Sale, as applicable, after
the Company shall have complied with the Section 4.18 and Section 4.12, as applicable,
including the payment of the applicable purchase price;



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     (8) the declaration and payment of regularly scheduled or accrued dividends to holders
of any class or series of Disqualified Stock of Parent or any preferred stock of any
Restricted Subsidiary of Parent issued on or after the Issue Date in accordance with the
Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof;




     (9) payments made in accordance with the Merger Agreement as disclosed under the section
entitled “Use of Proceeds” in the Offering Memorandum;




     (10) to the extent constituting a Restricted Payment, the BBVA ‘B’ Share Transaction;




     (11) the repurchase, redemption or other acquisition of the Equity Interests of Parent
or any Restricted Subsidiary from Persons who are, or were formerly, employees, officers and
directors of Parent and its Subsidiaries and their Affiliates, heirs and executors; provided
that the aggregate amount of all such repurchases pursuant to this clause (11) shall not
exceed $5 million in any twelve month period; and




     (12) other Restricted Payments in an aggregate amount since the Issue Date not to exceed
$75 million.



     The amount of all Restricted Payments (other than cash) will be the fair market value on the
date of the Restricted Payment of the asset(s), property or securities proposed to be transferred
or issued by Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any assets or securities that are required to be valued by this
Section 4.10 will be determined by the Board of Directors of the Company, whose resolutions with
respect thereto will be delivered to the Trustee. The Board of Director’s determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the fair market value exceeds $25 million.


Section 4.11. Liens.




     (a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness,
Attributable Debt or trade payables on any property, asset, or any proceeds therefrom (“Primary
Lien”), now owned or hereafter acquired except Permitted Liens, unless:




     (i) in the case of Liens securing Subordinated Indebtedness, the Notes and related
Guarantees are secured by a Lien on such property (including Capital Stock of a Restricted
Subsidiary) or assets that are senior in priority to such Liens; and




     (ii) in the case of Liens securing Senior Debt, the Notes and related Guarantees are
equally and ratably secured by a Lien on such property (including Capital Stock of a
Restricted Subsidiary) or assets.



     (b) Any Lien created for the benefit of the Holders of the Notes pursuant to Section 4.11(a)
shall automatically and unconditionally be released and discharged upon the release and discharge
of the Primary Lien, without any further action on the part of any Person.



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Section 4.12. Asset Sales.




     (a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to, consummate
an Asset Sale unless:




     (i) Parent (or the Restricted Subsidiary, as the case may be) receives consideration at
the time of the Asset Sale at least equal to the fair market value of the assets sold,
leased, transferred, conveyed or otherwise disposed of; and




     (ii) at least 75% of the consideration received in the Asset Sale by Parent or such
Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets, or a
combination thereof.



     (b) For purposes of this Section 4.12, each of the following will be deemed to be cash:




     (i) any liabilities of Parent or any of the Restricted Subsidiaries, as shown on Parent’s or
such Restricted Subsidiary’s most recent balance sheet (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any Guarantee), that are
assumed by the transferee of any such assets and with respect to which Parent or such
Restricted Subsidiary is released from further liability;




     (ii) any securities, notes or other obligations received by Parent or any such
Restricted Subsidiary from such transferee that are converted by Parent or such Restricted
Subsidiary into cash within 365 days of the consummation of such Asset Sale (subject to
ordinary settlement periods), to the extent of the cash received in that conversion;




     (iii) any Voting Stock or assets referred to in clauses (c)(ii) and (c)(iii) of this
Section 4.12; and




     (iv) any Designated Non-Cash Consideration received by Parent or such Restricted
Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good
faith by Parent’s Board of Directors), taken together with all other Designated Non-Cash
Consideration received pursuant to this clause (iv) that is at such time outstanding, not to
exceed an amount equal to the greater of (x) $80 million and (y) 2.0% of Total Assets at the
time of the receipt of such Designated Non-Cash Consideration, with the fair market value of
each item of Designated Non-Cash Consideration being measured at the time received and
without giving effect to subsequent changes in value.



     (c) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Parent or such
Restricted Subsidiary may apply those Net Proceeds at its option:




     (i) to repay Indebtedness and other Obligations under any Credit Facility;




     (ii) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of,
another Permitted Business;




     (iii) to make any capital expenditures or to acquire other long-term assets that are used or
useful in a Permitted Business; or




     (iv) any combination of the foregoing.



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     In the case of each of clauses (ii), (iii) and (iv) above, the entry into a definitive
agreement to acquire such assets within 365 days after the receipt of any Net Proceeds from an
Asset Sale shall be treated as a permitted application of the Net Proceeds from the date of such
agreement so long as Parent or such Restricted Subsidiary enters into such agreement with the good
faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days
of the date of such agreement and such Net Proceeds are actually so applied within such period.



     Pending the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings under the Credit Agreement or otherwise invest the Net Proceeds in any
manner that is not prohibited by this Indenture.



     (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section
4.12(c) will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $50
million, the Company shall make an Asset Sale Offer to all Holders of Notes and all holders of
other Indebtedness of Parent or any of the Restricted Subsidiaries that is pari passu with the
Notes containing provisions similar to those set forth herein with respect to offers to purchase or
redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and
such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable
in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may
use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness validly and properly tendered
and not withdrawn pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee will select the Notes and the Company or the trustee, agent or other similar party with
respect to such other pari passu Indebtedness will select such Indebtedness to be purchased as
described in Article 3 hereof. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero.



     (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable securities laws and
regulations and will not be deemed to have breached the Company’s obligations under this Section
4.12 by virtue of such compliance.


Section 4.13. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.




     Parent shall not, and shall not permit the Restricted Subsidiaries to, directly or indirectly,
create or permit to exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to:




     (a) pay dividends or make any other distributions on or in respect of its Capital Stock
to Parent or any Restricted Subsidiary, or with respect to any other interest or
participation in, or measured by, its profits, or pay any Indebtedness owed to Parent or any
other Restricted Subsidiary;




     (b) make any loans or advances to Parent or any other Restricted Subsidiary;




     (c) transfer any of its properties or assets to Parent or any other Restricted Subsidiary; or



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          (d) guarantee Parent’s or any Restricted Subsidiary’s Indebtedness.




     However, the preceding restrictions will not apply to encumbrances or restrictions existing
under or by reason of:




     (i) the Credit Agreement and any other agreements as in effect on the Issue Date or
subsequent agreements relating to Indebtedness of Parent or any Restricted Subsidiary and any
amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those agreements; provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacement or
refinancings are not materially more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in those agreements on the Issue
Date unless in the good faith determination of the Board of Directors, such restrictions are
not likely to result in the Company being unable to make scheduled payments of principal and
interest on the Notes as they come due;




     (ii) this Indenture, the Notes and the Guarantees;




     (iii) applicable law, rules, regulations and orders;




     (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by
Parent or any Restricted Subsidiary as in effect at the time of such acquisition (except to the
extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of
such acquisition), which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property or assets of the Person,
so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the
terms of this Indenture to be incurred;




     (v) customary non-assignment provisions in contracts, licenses and leases entered into in
the ordinary course of business;




     (vi) purchase money obligations for property acquired in the ordinary course of business and
Capital Lease Obligations that impose restrictions on the property purchased or leased of the
nature described in clause (c) of this Section 4.13;




     (vii) any agreement for the sale or other disposition of a Restricted Subsidiary or all or
substantially all of its assets that restricts distributions of assets by, or Equity Interests of,
that Restricted Subsidiary pending its sale or other disposition;




     (viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive,
taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced;




     (ix) Liens permitted to be incurred under Section 4.11 that limit the right of the debtor to
dispose of the assets subject to such Liens;




     (x) restrictions on cash or other deposits or net worth imposed by customers (including
governmental entities) under contracts entered into in the ordinary course of business;




     (xi) provisions limiting the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, sale and leaseback transactions, stock sale agreements



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and other similar agreements entered into in the ordinary course of business or with the
approval of the Company’s Board of Directors, which limitation is applicable only to the
assets that are the subject of such agreements;




     (xii) any encumbrance or restriction on the Company’s ability or the ability of any
Restricted Subsidiary to transfer its interest in any Investment not prohibited by Section
4.10 hereof;




     (xiii) customary restrictions imposed on the transfer of, or in licenses related to,
copyrights, patents or other intellectual property and contained in agreements entered into
in the ordinary course of business;




     (xiv) any other agreement governing Indebtedness or Disqualified Stock entered into
after the Issue Date that contains encumbrances and restrictions that are not more
restrictive than would be permitted by clause (i) of this paragraph;




     (xv) restrictions created in connection with any Qualified Securitization Financing
that, in the good faith determination of the Board of Directors of the Company, are necessary
or advisable to effect such Qualified Securitization Financing; and




     (xvi) agreements pursuant to any tax sharing arrangement between Parent and any one or
more of direct or indirect Subsidiaries of Parent.


Section 4.14. Transactions with Affiliates.




     Parent shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment
to, or sell, lease, transfer or otherwise dispose of any of Parent’s or the Restricted Subsidiaries’
respective properties or assets to, or purchase any property or assets from, or enter into or make
or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or
for the benefit of, any Affiliate involving aggregate payments of consideration in excess of $10
million (each, an “Affiliate Transaction”), unless:




     (a) the Affiliate Transaction is on terms taken as a whole that are no less favorable to
Parent or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person; and




     (b) the Company delivers to the Trustee:




     (i) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $20 million, a resolution of the
Board of Directors of the Company set forth in an Officer’s Certificate certifying that such
Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction
has been approved by a majority of the Company’s Board of Directors (and, if any, a majority
of the disinterested members of the Company’s Board of Directors with respect to such
transaction); and




     (ii) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $50 million, an opinion as to
the fairness to the Holders of such Affiliate Transaction from a financial point of view
issued by an accounting, appraisal or investment banking firm of national standing.



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     The following items will not be deemed to be Affiliate Transactions and, therefore, will not
be subject to the provisions of the prior paragraph:




     (A) any customary consulting or employment agreement or arrangement, benefit arrangement
or plan, incentive compensation plan, stock option or stock ownership plan, employee benefit
plan, severance or termination arrangements, expense reimbursement arrangements, officer or
director indemnification agreement or any similar arrangement entered into by Parent or any
of the Restricted Subsidiaries for the benefit of Parent’s or such Restricted Subsidiary’s
directors, officers, employees and consultants and payments and transactions pursuant
thereto, in each case, in the ordinary course of business;




     (B) transactions between or among Parent and/or the Restricted Subsidiaries;




     (C) payment of reasonable directors compensation and indemnification costs permitted by Parent’s and
the Restricted Subsidiaries’ organizational documents for the benefit of directors, officers and
employees, in each case, in the ordinary course of business;




     (D) Permitted Investments or Restricted Payments that are permitted by Section 4.10;




     (E) any agreement (including any certificate of designations relating to Capital
Stock) as in effect as of the Issue Date or any amendment thereto or any transaction contemplated
thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long
as any such amendment or replacement agreement is not more disadvantageous to the Holders in any
material respect than the original agreement as in effect on the Issue Date;




     (F) the granting or performance of customary registration rights in respect of restricted
Equity Interests held or acquired by Affiliates;




     (G) loans and advances to employees in the ordinary course of business not to exceed $10
million in the aggregate amount at any one time outstanding;




     (H) the consummation of the Transactions and the payment of all fees, expenses and other
amounts, and the performance of all obligations of Parent and the Restricted Subsidiaries, in
connection therewith;




     (I) transactions with customers, clients, suppliers or purchasers or sellers of goods or
services, in each case, in the ordinary course of business and consistent with past practice and
on terms that are not materially less favorable to Parent or such Restricted Subsidiary, as the
case may be, determined in good faith by Parent, that those that could be obtained in a comparable
arm’s-length transaction with a Person that is not an Affiliate of Parent;




     (J) the issuance or repurchase of Equity Interests (other than Disqualified Stock) of Parent
to any Affiliate of Parent; and




     (K) licenses of, or other grants of rights to use, intellectual property granted by Parent or
any Restricted Subsidiary in the ordinary course of business.



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Section 4.15.  [Reserved].



Section 4.16. Activities of Escrow Issuer Prior to the Completion Date.




     Prior to the Completion Date, the Escrow Issuer shall have no business or activities (other
than (i) as contemplated in the Escrow Agreement, (ii) consummating the merger of the Escrow Issuer
with and into the Company on the Completion Date and (iii) in respect of performing its obligations
under this Indenture and the Notes) or assets or liabilities other than under this Indenture or as
evidenced by the Notes, but the other restrictive covenants in this Indenture will generally not
apply.


Section 4.17. Designation of Restricted and Unrestricted Subsidiaries.




     The Board of Directors of the Company may designate any Restricted Subsidiary (other than the
Company) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value
of all outstanding Investments owned by Parent and the Restricted Subsidiaries in the Subsidiary
properly designated will be deemed to be an Investment made as of the time of the designation and
will reduce the amount available for Restricted Payments under the first paragraph of Section 4.10
or Permitted Investments, as determined by the Company. That designation will only be permitted if
the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.


Section 4.18. Repurchase at the Option of Holders Upon a Change of Control.




     (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase
(the “Change of Control Offer”) all Notes, and each Holder shall have the right to require the
Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of such Holder’s Notes, pursuant to the offer described below at a purchase price (the
“Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, to the purchase date (subject to the right of Holders on
the relevant record date to receive interest due on the relevant interest payment date). The
Company shall purchase all Notes validly tendered pursuant to the Change of Control Offer and not
withdrawn.



     Subject to clause (c) below, within 30 days following any Change of Control, the Company shall
send a notice, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s
address appearing in the securities register maintained in respect of the Notes by the Registrar
(the “Security Register”), stating:




     (i) that a Change of Control has occurred and a Change of Control Offer is being made
pursuant to Section 4.18 and that all Notes timely tendered will be accepted for payment;




     (ii) the Change of Control Payment and the purchase date, which shall be, subject to any
contrary requirements of applicable law, a Business Day no earlier than 30 days nor later
than 60 days from the date such notice is mailed;




     (iii) the circumstances and relevant facts regarding the Change of Control; and




     (iv) the procedures that Holders must follow in order to tender their Notes (or portions
thereof) for payment, and the procedures that Holders must follow in order to withdraw an election
to tender Notes (or portions thereof) for payment.



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     The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict with this Section
4.18, the Company shall comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4.18 by virtue of such compliance.



     (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:




     (i) accept for payment all Notes or portions of Notes validly and properly tendered
and not withdrawn pursuant to the Change of Control Offer;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes validly and properly tendered and not withdrawn;
and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company.



     The Paying Agent shall promptly mail (or wire) to each Holder of Notes validly and properly
tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided
that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof.



     The Company shall publicly announce the results of a Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.



     (c) The provisions described above that require the Company to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other provisions of this
Indenture are applicable, except as provided under Article 8. Except as described above with
respect to a Change of Control, this Indenture does not contain provisions that permit the Holders
of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover,
spin-off, recapitalization or similar transaction.



     (d) The Company will not be required to make a Change of Control Offer upon a Change of
Control if (i) a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of
Control Offer made by the Company and purchases all Notes validly and properly tendered and not
withdrawn under the Change of Control Offer, (ii) notice or redemption of all of the Notes has been
given pursuant to Section 3.03 and Section 3.04, unless and until there is a Default in payment of
the applicable redemption price, or (iii) in connection with or in contemplation of any Change of
Control for which a definitive agreement is entered into, the Company or a third party has made an
offer to purchase (an “Alternate Offer”) any and all Notes validly and properly tendered at a cash
price equal to or higher than the Change of Control Payment and has purchased all Notes validly and
properly tendered and not withdrawn in accordance with the terms of such Alternate Offer; provided
that the terms of such Alternate Offer shall not require Holders to irrevocably tender any Notes
and such Alternate Offer shall not close unless and until the Change of Control is actually
consummated.



     (e) The provisions of this Section 4.18 may, prior to the occurrence of a Change of Control,
be waived or modified with the consent of the Holders of at least a majority in principal amount of
the



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then outstanding Notes. Following the occurrence of a Change of Control, any change, amendment or
modification in any material respect of the obligation of the Company to make and consummate a
Change of Control Offer may only be effected with the consent of each holder affected thereby.



Section 4.19. Additional Guarantees.




     If Parent or any Restricted Subsidiary acquires or creates another Restricted Subsidiary
(other than a Foreign Subsidiary of the Company or an Immaterial Subsidiary) after the Issue Date
that guarantees any Indebtedness of the Company or any of its Domestic Subsidiaries, then that
newly acquired or created Restricted Subsidiary shall execute and deliver to the Trustee a
supplemental Indenture substantially in the form of Exhibit F hereto providing for a Guarantee and
deliver an Opinion of Counsel satisfactory to the Trustee as to the due authorization, execution
and delivery and the enforceability of such Guarantee within 45 Business Days of the date on which
it was acquired or created.


Section 4.20. Covenant Suspension.




     (a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from
both Rating Agencies, and (ii) no Default has occurred and continuing under this Indenture (the
occurrence of the events described in the foregoing clauses (i) and (ii) being collectively
referred to as a “Covenant Suspension Event” and the date of such Covenant Suspension Event, as the
“Suspension Date”), then Parent and the Restricted Subsidiaries will not be subject to Section 4.09,
Section 4.10, Section 4.12, Section 4.13, Section 4.14, Section 4.17, and clause (d) of the first
paragraph of Section 5.01 (collectively, the “Suspended Covenants”).



     (b) In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended
Covenants under this Indenture for any period of time as a result of clause (a) above, and on any
subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment
Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then
Parent and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants
under this Indenture with respect to future events.



     (c) The period of time between the Suspension Date and the Reversion Date is referred to as
the “Suspension Period”. Additionally, upon the occurrence of a Covenant Suspension Event, the
amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such
reinstatement of the Suspended Covenants, no action taken or omitted to be taken by Parent or any
of the Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of
Default under this Indenture; provided that (1) with respect to Restricted Payments made after any
such reinstatement, the amount of Restricted Payments made will be calculated as though the
covenant described under Section 4.10 had been in effect prior to, but not during the Suspension
Period; provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the
Suspension Period and (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock
issued, during the Suspension Period will be classified to have been incurred or issued pursuant to
clause (ii) of Section 4.09(b).



     (d) The Company shall provide an Officers’ Certificate to the Trustee notifying the Trustee of
a Covenant Suspension Event or a reversion thereof, including the relevant Suspension Date or
Reversion Date, as applicable.


Section 4.21. Additional Amounts.




     (a) All payments made by any Guarantor that is not formed or incorporated under the laws of
the United States or any State of the United States or the District of Columbia (each, a “non-



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U.S. Guarantor”) under or with respect to such non-U.S. Guarantors’ Guarantee will be made free and
clear of and without withholding or deduction for or on account of any present or future taxes
imposed or levied by or on behalf of any Taxing Authority within Spain or other jurisdiction in
which such non-U.S. Guarantor is organized, resident or doing business for tax purposes or within
or through which payment is made or any political subdivision or taxing authority or agency thereof
or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless such non-U.S. Guarantor
is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.
If any non-U.S. Guarantor is required to withhold or deduct any amount for or on account of Taxes
imposed by a Taxing Authority within Spain, or within any other Taxing Jurisdiction, from any
payment made under or with respect to the Guarantee of such non-U.S. Guarantor, such non-U.S.
Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Notes
(including Additional Amounts) after such withholding or deduction will equal the amount the Holder
would have received if such Taxes had not been withheld or deducted; provided, however, that no
Additional Amounts will be payable with respect to:





     (1) any Tax imposed by the United States or by any political subdivision or Taxing
Authority thereof or therein;




     (2) any Taxes that would not have been so imposed, deducted or withheld but for the
existence of any connection between the Holder or beneficial owner of a Note (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the
Holder or beneficial owner of such Note, if the Holder or beneficial owner is an estate,
nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than
the mere receipt of such payment or the ownership or holding of the execution, delivery,
registration or enforcement of such note);




     (3) any estate, inheritance, gift, sales, excise, transfer or personal property Tax or
similar Tax, assessment or governmental charge, subject to Section 4.21(e) below;




     (4) any Taxes payable otherwise than by deduction or withholding from payments under or
with respect to the Guarantee by any non-U.S. Guarantor of such Note;




     (5) any Taxes that would not have been so imposed, deducted or withheld if the Holder or
beneficial owner of a Note or beneficial owner of any payment on the Guarantee of such Note
had (i) made a declaration of non-residence, or any other claim or filing for exemption, to
which it is entitled or (ii) complied with any certification, identification, information,
documentation or other reporting requirement concerning the nationality, residence, identity
or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of
such Note or any payment on such Note (provided that (x) such declaration of non-residence or
other claim or filing for exemption or such compliance is required by the applicable law of
the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the
imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the
first payment date with respect to which such declaration of non-residence or other claim or
filing for exemption or such compliance is required under the applicable law of the Taxing
Jurisdiction, Holders at that time have been notified by such Guarantor or any other Person
through whom payment may be made that a declaration of non-residence or other claim or filing
for exemption or such compliance is required to be made);




     (6) any Taxes that would not have been so imposed, deducted or withheld if the
beneficiary of the payment had presented the Note for payment within 30 days after the date
on which such payment or such note became due and payable or the date on which payment
thereof



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is duly provided for, whichever is later (except to the extent that the Holder would have
been entitled to Additional Amounts had the Note been presented on the last day of such
30-day period);




     (7) any payment under or with respect to a Note to any Holder that is a fiduciary or
partnership or any Person other than the sole beneficial owner of such payment or Note, to
the extent that a beneficiary or settlor with respect to such fiduciary, a member of such
partnership or the beneficial owner of such payment or Note would not have been entitled to
the Additional Amounts, or to a reduced amount of Additional Amounts, had such beneficiary,
settlor, member or beneficial owner been the actual Holder of such Note; or




     (8) any combination of items (1) through (7) of this Section 4.21(a).



     (b) Each applicable non-U.S. Guarantor will also make any applicable withholding or deduction
and remit the full amount deducted or withheld to the relevant authority in accordance with
applicable law. Each applicable non-U.S. Guarantor will furnish to the Trustee, within 60 days
after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law,
certified copies of tax receipts or, if such tax receipts are not reasonably available to such
non-U.S. Guarantor, such other documentation that provides reasonable evidence of such payment by
such non-U.S. Guarantor. Copies of such tax receipts or, if such tax receipts are not reasonably
available, such other documentation will be made available to the Holders or the Paying Agent, as
applicable, upon request.



     (c) At least 30 days prior to each date on which any payment under or with respect to any
Guarantee is due and payable, if any non-U.S. Guarantor will be obligated to pay Additional Amounts
with respect to such payment, such non-U.S. Guarantor will deliver to the Trustee and the Paying
Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the
amounts so payable and will set forth such other information necessary to enable such Trustee and
Paying Agent to pay such Additional Amounts to Holders of such Notes on the applicable payment
date, unless such obligation to pay Additional Amounts arises after the 30th day prior to such
date, in which case it shall be promptly paid thereafter.



     (d) The non-U.S. Guarantors will pay any present or future stamp, court or documentary taxes
or any other excise or property taxes, charges or similar levies that arise in any jurisdiction
from the execution, delivery, enforcement or registration of their respective Guarantees of the
Notes, this Indenture or any other document or instrument in relation thereto, excluding all such
taxes, charges or similar levies imposed by any jurisdiction outside the United States in which any
non-U.S. Guarantor or any successor Person is organized or resident for tax purposes or any
jurisdiction in which a paying agent is located, and the non-U.S. Guarantors will agree to
indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.



     (e) The foregoing provisions of this Section 4.21 shall survive any termination or discharge
of this Indenture and payment of the Notes and shall apply mutatis mutandis to any Taxing
Jurisdiction with respect to any successor Person to a non-U.S. Guarantor.



     (f) Whenever in this Indenture there is mentioned, in any context, the payment of principal,
premium, if any, interest or of any other amount payable under or with respect to any note, such
mention shall be deemed to include mention of the payment of Additional Amounts to the extent that,
in such context, Additional Amounts are, were or would be payable in respect thereof.




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ARTICLE 5




SUCCESSORS


Section 5.01.Merger, Consolidation or Sale of Assets.




     (a) The Company shall not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation) or (2) sell, assign,
transfer, lease, convey (not including any conveyance, if any, resulting solely from the creation
of any Lien, unless remedies are exercised in connection therewith) or otherwise dispose of all or
substantially all of the properties and assets of the Company or its Restricted Subsidiaries, taken
as a whole, in one or more related transactions, to another Person or Persons, unless:




     (i) either: (x) the Company is the surviving entity; or (y) the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition has been made is a corporation,
limited partnership or limited liability company organized or existing under the laws of the
United States, any state of the United States or the District of Columbia;




     (ii) the Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all of the obligations of the Company under the Notes and
this Indenture pursuant to an agreement in a form reasonably satisfactory to the Trustee;




     (iii) immediately after such transaction no Default or Event of Default exists; and




     (iv) the Company or the Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment, transfer, conveyance
or other disposition has been made will, on the date of such transaction after giving pro
forma effect thereto and any related financing transactions as if the same had occurred at
the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00
of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09 or (ii) Parent’s Fixed Charge Coverage Ratio shall not be less than Parent’s Fixed
Charge Coverage Ratio immediately prior to such transaction or series of transactions.



     In addition, the Company and its Restricted Subsidiaries may not, directly or indirectly,
lease all or substantially all of the Company’s and its Restricted Subsidiaries’ properties and
assets, in one or more related transactions, to any other Person.




Clauses (iii) and (iv) of this Section 5.01(a) will not apply to:




     (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating
the Company in another jurisdiction;




     (2) a merger of the Escrow Issuer with and into the Company on the Completion Date; or




     (3) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or
other disposition of assets between or among the Company and its Restricted Subsidiaries.



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     (b) Parent shall not, directly or indirectly: (1) consolidate or merge with or into another
Person (whether or not Parent is the surviving corporation) or (2) sell, assign, transfer, convey
(not including any conveyance, if any, resulting solely from the creation of any Lien, unless
remedies are exercised in connection therewith) or otherwise dispose of all or substantially all of
the properties and assets of Parent and the Restricted Subsidiaries, taken as a whole, in one or
more related transactions, to another Person or Persons, unless:




     (i) the Person formed by or surviving any such consolidation or merger (if other than
Parent) or the Person to which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all obligations of Parent under its Guarantee and this
Indenture pursuant to an agreement in a form reasonably satisfactory to the Trustee;




     (ii) immediately after such transaction no Default or Event of Default exists; and




     (iii) Parent or the Person formed by or surviving any such consolidation or merger (if
other than Parent), or to which such sale, assignment, transfer, conveyance or other
disposition has been made would, on the date of such transaction after giving pro forma
effect thereto and any related financing transactions as if the same had occurred at the
beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.09 or (ii) Parent’s Fixed Charge Coverage Ratio shall not be less than Parent’s Fixed Charge
Coverage Ratio immediately prior to such transaction or series of transactions.



     In addition, Parent and the Restricted Subsidiaries may not, directly or indirectly, lease all
or substantially all of Parent’s and the Restricted Subsidiaries’ properties and assets, in one or
more related transactions, to any other Person.




Clauses (b) and (c) of this Section 5.01(b) will not apply to:




     (1) a merger of Parent with an Affiliate solely for the purpose of reincorporating
Parent in another jurisdiction; or




     (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or
other disposition of assets between or among Parent and the Restricted Subsidiaries.


Section 5.02. Successor Company Substituted.




     The Person formed by or surviving any consolidation or merger (if other than Parent, the
Company or the Escrow Issuer) shall succeed to, and be substituted for, and may exercise every
right and power of Parent, the Company or the Escrow Issuer, as applicable, under this Indenture;
provided that, neither Parent nor the Company shall be released in the case of a lease of all or
substantially all Parent’s or the Company’s assets, as applicable.



ARTICLE 6




DEFAULTS AND REMEDIES


Section 6.01. Events of Default.





Each of the following is an “Event of Default”:



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     (i) default for 30 days in the payment when due of interest on, or Additional Interest with
respect to, the Notes;



     (ii) default in payment when due of the principal of or premium, if any, on the Notes;



     (iii) failure by Parent or any Restricted Subsidiary to comply with Section 5.01 or with
Section 4.18;



     (iv) failure by Parent or any Restricted Subsidiary for 60 days after notice to comply with
any other covenant or agreement in this Indenture or the Notes after written notice thereof is
given to the Company by the Trustee or Parent and the Restricted Subsidiaries and to the Trustee by
Holders of at least 25% in aggregate principal amount of the then outstanding Notes voting as a
single class;



     (v) default under any agreement, bond, mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
Parent or any Restricted Subsidiary (or the payment of which is guaranteed by Parent or any
Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the
Issue Date, if that default:




     (A) is caused by a failure to pay any scheduled installment of principal on such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness on
the date of such default (a “Payment Default”); or




     (B) results in the acceleration of such Indebtedness prior to its express maturity,


and, in each case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $100 million or more; provided, however, where (i)
neither Parent nor any Restricted Subsidiary has general liability with respect to such
Indebtedness, and (ii) the creditor has agreed in writing that such creditor’s recourse is solely to
specified assets or Unrestricted Subsidiaries, the amount of such Indebtedness shall be deemed to
be the lesser of (x) the principal amount of such Indebtedness, and (y) the fair market value of
such specified assets to which the creditor has recourse;




     (vi) failure by Parent, the Company or any Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final and
non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in
excess of $100 million (net of any amounts covered by insurance), which judgments are not paid,
discharged or stayed for a period of 60 days;



     (vii) except as permitted by this Indenture, any Guarantee of a Significant Subsidiary, or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,
shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary,
or any Person acting on behalf of any Guarantor that is a Significant Subsidiary, or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, shall deny
or disaffirm in writing its obligations under its Guarantee; and



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     (viii) Parent, the Company or any Restricted Subsidiary that is a Significant Subsidiary or
any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, pursuant to or within the meaning of Bankruptcy Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a custodian of it or for all or substantially all
of its property,




     (D) makes a general assignment for the benefit of its creditors, or




     (E) generally is not paying its debts as they become due; and




     (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (A) is for relief against Parent, the Company or any Significant Subsidiary or
any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, in an involuntary case;




     (B) appoints a custodian of Parent, the Company or any of its Significant
Subsidiaries or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, for all or substantially all of the property of
Parent, the Company or any Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary; or




     (C) orders the liquidation of Parent, the Company or any Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary; and




     (D) the order or decree remains unstayed and in effect for 60 consecutive days.


Section 6.02. Acceleration.




     If an Event of Default (other than an Event of Default specified in clauses (viii) or (ix) of
Section 6.01 hereof, with respect to Parent or the Company), shall have occurred and be continuing,
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may declare to be immediately due and payable the principal amount of all the Notes
then outstanding, plus accrued but unpaid interest and Additional Interest, if any, to the date of
acceleration. In the case of an Event of Default specified in clauses (viii) or (ix) of Section
6.01 hereof, with respect to Parent or the Company shall occur, such amount with respect to all the
Notes will become due and payable immediately without any declaration or other act on the part of
the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided
in this Indenture. Subject to the limitations described in this Article 6, Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of principal,



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premium, if any, or interest or Additional Interest, if any) if it determines that withholding
notice is in their interest.



Section 6.03. Other Remedies.




     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest and Additional Interest, if any,
on the Notes or to enforce the performance of any provision of the Notes or this Indenture.
Additionally, at the request of the Holders of a majority in principal amount of the Notes then
outstanding following any declaration of the acceleration of the Notes pursuant to Section 6.02
that has not been rescinded, the Trustee may instruct the Escrow Agent to release the funds in the
Escrow Account to the Trustee to consummate a Special Redemption.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.


Section 6.04. Waiver of Past Defaults.




     Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or interest or Additional Interest on,
the Notes; provided, however, that after any acceleration, but before a judgment or decree based on
acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of
the Notes then outstanding may rescind and annul such acceleration if all Events of Default, other
than the nonpayment of accelerated principal, premium or interest or Additional Interest, have been
cured or waived as provided in this Indenture. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.


Section 6.05. Control by Majority.




     Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the
Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at
the request or direction of any of the Holders, unless such Holders shall have offered to the
Trustee reasonable indemnity or security against any loss, liability or expense. Subject to Section
7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding will
have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee with respect to
the Notes.


Section 6.06. Limitation on Suits.




     No Holder will have any right to institute any proceeding with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any remedy thereunder, unless:




     (a) such Holder has previously given the Trustee notice that an Event of Default is
continuing;



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     (b) Holders of at least 25% in aggregate principal amount of the then outstanding Notes
have requested the Trustee to pursue the remedy;




     (c) such Holders have offered, and, if requested, have provided, the Trustee security or
indemnity reasonably satisfactory to it against any loss, liability or expense;




     (d) the Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity; and




     (e) Holders of a majority in aggregate principal amount of the then outstanding Notes
have not given the Trustee a direction inconsistent with such request within such 60-day
period.



     The preceding limitations do not apply to a suit instituted by a Holder for enforcement of
payment of the principal of, and premium, if any, or interest or Additional Interest on, a Note on
or after the respective due dates expressed in such Note.



     A Holder may not use this Indenture to affect, disturb or prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.


Section 6.07. Rights of Holders to Receive Payment.




     Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal, premium, if any, and interest and Additional Interest, if any, on the Note,
on or after the respective due dates expressed in the Note (including in connection with an offer
to purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.


Section 6.08. Collection Suit by Trustee.




     If an Event of Default specified in clauses (i) or (ii) of Section 6.01 occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of principal of, premium, if any, and
interest and Additional Interest, if any, remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


Section 6.09. Trustee May File Proofs of Claim.




     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and empowered to
participate as a member, voting or otherwise, of any official committee of creditors appointed in
such matter and shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, ex-



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penses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan of reorganization
or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



Section 6.10. Priorities.




     If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in
the following order:




     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;




     Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if
any, and interest and Additional Interest, if any, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for principal, premium, if
any, and interest and Additional Interest, if any, respectively; and




Third: to the Company or to such party as a court of competent jurisdiction shall
direct.



     The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10.


Section 6.11. Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes.



ARTICLE 7




TRUSTEE


Section 7.01. Duties of Trustee.




     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his
own affairs.




(b) Except during the continuance of an Event of Default:



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     (1) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set forth
in this Indenture and no others, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; provided, however, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated
therein or otherwise verify the contents thereof).



     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (1) this paragraph does not limit the effect of paragraph (b) of this Section;




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (3) the Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.



     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this Section.



     (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability and the Trustee shall be under no obligation to exercise any of its rights
and powers under this Indenture at the request of any Holders, unless such Holder shall have
offered to the Trustee security and indemnity satisfactory to it against any loss, liability or
expense.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.


Section 7.02. Rights of Trustee.




     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney at the sole cost of the Company and
shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or
an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may
consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full
and complete au-



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thorization and protection from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.




     (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by two Officers of the Company.



     (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction.



     (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default or Event of Default is received by a Responsible Officer of
the Trustee at the Corporate Trust Office of the Trustee, and such notice references the specific
Default or Event of Default, the Notes and this Indenture.



     (h) The Trustee shall not be required to give any bond or surety in respect of the performance
of its power and duties hereunder.



     (i) The
Trustee shall have no duty to inquire as to the performance of the Company’s covenants
herein.




     (j) Any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company request or Company order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution.



     (k) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     (l) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.



     (m) The Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.



     (n) In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunc-



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tions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the
circumstances.



Section 7.03. Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Sections 7.10 and 7.11 hereof.


Section 7.04.
Trustee’s Disclaimer.




     The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.


Section 7.05. Notice of Defaults.




     If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after
such Default or Event of Default becomes known to the Trustee unless such Default or Event of
Default has since been cured. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest or Additional Interest, if any, on any Note, the Trustee
may withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders.


Section 7.06. Reports by Trustee to Holders.




     Within 60 days after each January 31 beginning with January 31, 2012, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting
date that complies with TIA § 313(a); provided that if no event described in TIA § 313(a) has
occurred within the twelve months preceding such reporting date, no report need be transmitted. The
Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports
as required by TIA § 313(c).



     A copy of each report at the time of its mailing to the Holders shall be mailed to the Company
and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA
§ 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.


Section 7.07. Compensation and Indemnity.




     The Company and Guarantors, jointly and severally, shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services hereunder as agreed to in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Company and Guarantors, jointly and severally, shall reimburse the Trustee
promptly



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upon request for all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.



     The Company and Guarantors, jointly and severally, shall indemnify the Trustee or any
predecessor Trustee against any and all losses, claims, damages, penalties, fines, liabilities or
expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees (“losses”) incurred by it arising out of or in
connection with the acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such losses may be attributable to its gross negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against
any loss liability or expense incurred by the Trustee through the Trustee’s own willful misconduct,
gross negligence or bad faith.



     The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture.



     To
secure the Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee. Such Lien shall
survive the satisfaction and discharge of this Indenture.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
clauses (viii) or (ix) of Section 6.01 hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.




The
Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.


Section 7.08.
Replacement of Trustee.




     A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.



     The Trustee may resign in writing at any time upon 30 days prior notice to the Company and be
discharged from the trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:




     (a) the Trustee fails to comply with Section 7.10 hereof;




     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;




     (c) a custodian or public officer takes charge of the Trustee or its property; or



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(d) the Trustee becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by the Company.



     If a successor Trustee does not take office within 30 days after the Trustee gives notice of
resignation or receives notice of removal, the retiring Trustee, the Company, or the Holders of at
least 10% in principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



     If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee; provided, however,
that all sums owing to the Trustee hereunder shall have been paid. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.


Section 7.09. Successor Trustee by Merger, etc.




     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.


Section 7.10. Eligibility; Disqualification.




     There shall at all times be a Trustee hereunder that is a Person organized and doing business
under the laws of the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b).


Section 7.11. Preferential Collection of Claims Against Company.




     The
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.



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Section 7.12. Escrow Authorization.




     Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Escrow
Agreement, including related documents thereto, as the same may be in effect or may be amended from
time to time in writing by the parties thereto (provided that no amendment that would materially
adversely affect the rights of the Holders may be effected without the consent of each Holder of
Notes affected thereby), and authorizes and directs the Trustee to enter into the Escrow Agreement
and to perform its obligations and exercise its rights thereunder in accordance therewith. The
Company shall do or cause to be done all such acts and things as may be necessary or proper, or as
may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the
security interest contemplated by the Escrow Agreement or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of this Indenture and
of the Notes and Guarantees secured hereby, according to the intent and purpose herein expressed.
The Company shall take, or shall cause to be taken, any and all actions reasonably required to
cause the Escrow Agreement to create and maintain, as security for the obligations of the Company
under this Indenture, the Notes and the Guarantees as provided in the Escrow Agreement, valid and
enforceable first priority perfected liens in and on all the Escrow Proceeds, in favor of the
Trustee for its benefit, and the ratable benefit of the Holders, superior to and prior to the
rights of third Persons and subject to no other Liens.



ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in
this Article 8.


Section 8.02. Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with
respect to all outstanding Notes and Guarantees, on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and
to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the
trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on
such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes
under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and
(d) this Article 8. If the Company exercises under Section 8.01 hereof the option applicable to
this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance
with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03 hereof.



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Section 8.03. Covenant Defeasance.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their respective obligations under the covenants contained
in Sections 4.05, 4.06, 4.08 through 4.14, and 4.17 through 4.19 hereof, and the operation of
Section 5.01(d) hereof, with respect to the outstanding Notes on and after the date the conditions
set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises
under Section 8.01 hereof the option applicable to this Section 8.03, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated
because of an Event of Default specified in clauses (iii) and (iv) (with respect to the covenants
contained in Sections 4.05, 4.06, 4.08 through 4.14, and 4.17 through 4.19 hereof), (v), (vi),
(vii) and (viii) (but in the case of clauses (viii) and (ix) of Section 6.01 hereof, with respect
to Significant Subsidiaries only).


Section 8.04. Conditions to Legal or Covenant Defeasance.




     The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes.




The Legal Defeasance or Covenant Defeasance may be exercised only if:




     (a) the Company irrevocably deposits with the Trustee, in trust, for the benefit of the
Holders of the Notes, cash in United States dollars, non-callable Government Securities, or a
combination of cash in United States dollars and non-callable Government Securities, in
amounts as will be sufficient, in the opinion of a nationally recognized investment bank,
appraisal firm or firm of independent public accountants as selected by Parent, to pay the
principal of, or interest and premium and Additional Interest, if any, on the outstanding
Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to maturity or to a particular
redemption date;




     (b) in the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (b) since the
Issue Date, there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders
of the outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;



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     (c) in the case of Covenant Defeasance, the Company delivers to the Trustee an Opinion
of Counsel reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;




     (d) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit);




     (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under any material agreement or instrument (including,
without limitation, the Credit Agreement, but excluding this Indenture) to which the Company
or any Guarantor is a party or by which the Company or any Guarantor is bound;




     (f)
the Company delivers to the Trustee an Officers’ Certificate stating that the deposit
was not made by the Company with the intent of preferring the Holders of Notes over Parent’s
or any Restricted Subsidiary’s other creditors with the intent of defeating, hindering,
delaying or defrauding the Company’s or any Restricted Subsidiary’s creditors or others; and




     (g) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.


Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.




     Subject to Section 11.03 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes
and this Indenture, to the payment, either directly or through any Paying Agent (including Parent
or any Restricted Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders
of all sums due and to become due thereon in respect of principal, premium, if any, and interest
and Additional Interest, if any, but such money need not be segregated from other funds except to
the extent required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof
or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.



     Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company any money or Government Securities
held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the certification delivered under Section 8.04(b) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.



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Section 8.06. Reserved.




Section 8.07. Reinstatement.



     If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government
Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest or Additional Interest on
any Note following the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders to receive such payment from the money held by the Trustee or Paying Agent.



ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01. Without Consent of Holders of Notes.




     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee
may amend or supplement this Indenture, the Notes or the Guarantees without the consent of any
Holder to:




     (a) cure any ambiguity, mistake, defect or inconsistency;




     (b) provide for uncertificated Notes in addition to or in place of certificated Notes;




     (c) provide for the assumption by a successor corporation of the obligations of the
Company or the Guarantors under the Notes, this Indenture and/or a Guarantee in the case of a
merger or consolidation or sale of all or substantially all of the Company’s assets or the assets
of such Guarantor’s assets;




     (d) make any change that would provide any additional rights or benefits to the Holders
of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;




     (e) make any change to comply with any requirement of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;




     (f) add covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Company or any Guarantor;




     (g) add a Guarantor under this Indenture;




     (h) conform the text of this Indenture, the Guarantees or the Notes to any provision
of the Description of Notes to the extent that such provision in the Description of Notes was
intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the
Notes;



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     (i) provide for the issuance of Additional Notes in accordance with the limitations as
set forth in this Indenture;




     (j) provide for a successor trustee in accordance with the terms of the Indenture or to
otherwise comply with any requirement of the Indenture; or




(k) comply with the rules of any applicable securities depositary.



     Upon the request of the Company accompanied by a Board Resolution of the Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with
the Company in the execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under this Indenture or
otherwise.


Section 9.02. With Consent of Holders of Notes.




     Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture, the Notes or the Guarantees with the consent of the Holders of at least
a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding
voting as a single class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest or Additional Interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of
this Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes, including Additional Notes, if any,
voting as a single class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes).



     Upon the request of the Company accompanied by a Board Resolution of the Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental Indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which is 90 days after
such record date, any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.



     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.



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     After an amendment, supplement or waiver under this Section becomes effective, the Company
shall mail to the Holders to such Holder’s address appearing in the Security Register a notice
briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes, including Additional Notes, if
any, then outstanding voting as a single class may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes.



     Without the consent of each Holder adversely affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):




     (a) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




     (b) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than the provisions of Section
3.09, Section 4.12, Section 4.18 or the minimum notice provisions required with respect to
the redemption of the Notes);




     (c) reduce the rate of or change the time for payment of interest on any Note;




     (d) waive a Default or Event of Default in the payment of principal of, or interest or
premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such acceleration);




     (e) make any Note payable in currency other than that stated in the Notes; (f) make any
change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or
premium or Additional Interest, if any, on the Notes;




     (g) waive a redemption payment with respect to any Note (other than a payment required by
one of the covenants under this Indenture);




     (h) make any change in the preceding amendment and waiver provisions;




     (i) release Parent from its Guarantee or release all or substantially all of the
Guarantors from their Guarantees, in each case, except in accordance with the terms of this Indenture; or




     (j) release the Lien on the Escrow Account or any funds or investment property therein
other than in accordance with the terms of this Indenture and the Escrow Agreement.


Section 9.03.
Compliance with Trust Indenture Act.




     Every amendment or supplement to this Indenture or the Notes shall be set forth in a amended
or supplemental Indenture that complies with the TIA as then in effect.



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Section 9.04. Revocation and Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion thereof
that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not
made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its
Note or portion thereof if the Trustee receives written notice of revocation before the Trustee
receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of
Notes have consented (and theretofore not revoked such consent) to the amendment, supplement or
waiver.


Section 9.05. Notation on or Exchange of Notes.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



     Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.


Section 9.06. Trustee to Sign Amendments, etc.




     The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until
its Board of Directors approves it. In executing any amended or supplemental Indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental Indenture is authorized or permitted by this Indenture and that such
amended or supplemental Indenture is the legal, valid and binding obligation of the Company
enforceable against it in accordance with its terms, subject to customary exceptions and that such
amended or supplemental Indenture complies with the provisions hereof (including Section 9.03).


Section 9.07. Payments for Consent.




     Parent will not, and will not permit any of the Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



ARTICLE 10




GUARANTEES


Section 10.01. Guarantee.




     On the Completion Date, the Company shall cause each Subsidiary of the Parent, other than a
Foreign Subsidiary of the Company, that provides a Guarantee of the obligations under the Credit
Agreement to enter into a supplemental indenture substantially in the
form of Exhibit E hereto
providing for a



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Guarantee of the Notes and deliver an Opinion of Counsel on the Completion Date satisfactory to the
Trustee as to the due authorization, execution and delivery and the enforceability of such
Guarantee, and thereupon such Person shall become a Guarantor hereunder for all purposes.




     Subject to this Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the
principal of premium, if any, and interest on the Notes shall be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company
to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration pursuant to Section 6.02 hereof or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.



     Each Guarantor hereby agrees that its obligations with regard to this Guarantee shall be joint
and several, unconditional, irrespective of the validity or enforceability of the Notes or the
obligations of the Company under this Indenture, the absence of any action to enforce the same, the
recovery of any judgment against the Company or any other obligor with respect to this Indenture,
the Notes or the Obligations of the Company under this Indenture or the Notes, any action to
enforce the same or any other circumstances (other than complete performance) which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the
extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by
applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights
or remedies, including but not limited to: (a) any right to require any of the Trustee, the Holders
or the Company (each a “Benefited Party”), as a condition of payment or performance by such
Guarantor, to (1) proceed against the Company, any other guarantor (including any other Guarantor)
of the Obligations under the Guarantees or any other Person, (2) proceed against or exhaust any
security held from the Company, any such other guarantor or any other
Person, (3) proceed against
or have resort to any balance of any deposit account or credit on the books of any Benefited Party
in favor of the Company or any other Person, or (4) pursue any other remedy in the power of any
Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority
or any disability or other defense of the Company including any defense based on or arising out of
the lack of validity or the unenforceability of the Obligations under the Guarantees or any
agreement or instrument relating thereto or by reason of the cessation of the liability of the
Company from any cause other than payment in full of the Obligations under the Guarantees; (c) any
defense based upon any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of the principal; (d)
any defense based upon any Benefited Party’s errors or omissions in the administration of the
Obligations under the Guarantees, except behavior which amounts to bad faith; (e) (1) any
principles or provisions of law, statutory or otherwise, which are or might be in conflict with the
terms of the Guarantees and any legal or equitable discharge of such
Guarantor’s obligations
hereunder, (2) the benefit of any statute of limitations
affecting such Guarantor’s liability
hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and
(4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or
insure any security interest or lien or any property subject thereto; (f) notices, demands,
presentations, protests, notices of protest, notices of dishonor and notices of any action or
inaction, including acceptance of the Guarantees, notices of Default under the Notes or any
agreement or instrument related thereto, notices of any renewal, extension or modification of the
Obligations under the Guarantees or any agreement related thereto, and



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notices of any extension of credit to the Company and any right to consent to any thereof; (g) to
the extent permitted under applicable law, the benefits of any “One Action” rule; and (h) any
defenses or benefits that may be derived from or afforded by law which limit the liability of or
exonerate guarantors or sureties, or which may conflict with the terms of the Guarantees. Each
Guarantor hereby covenants that its Guarantee shall not be discharged except by complete
performance of the obligations contained in its Guarantee and this Indenture.




     If any Holder or the Trustee is required by any court or otherwise to return to the Company,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation
to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.



     Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any
declaration of acceleration of such obligations as provided in Section 6.02 hereof, such
obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Guarantee.


Section 10.02. Limitation on Guarantor Liability.




     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor under this Article 10 shall be
limited to the maximum amount as shall, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws, including, if
applicable, its guarantee of all obligations under the Credit Agreement, and after giving effect to
any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or
conveyance.


Section 10.03. Execution and Delivery of Guarantee.




     To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that
a notation of such Guarantee in substantially the form included in
Exhibit D shall be endorsed by
an Officer of such Guarantor on each Note authenticated and delivered by the Trustee.



     Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain
in full force and effect notwithstanding any failure to endorse on each Note a notation of such
Guarantee.



     If an Officer whose signature is on any supplemental indenture or on the Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a Guarantee is endorsed,
the Guarantee shall be valid nevertheless.



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     The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.


Section 10.04.
Guarantors May Consolidate, etc., on Certain Terms.




     (a) Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person, other than the Company or
another Guarantor, unless:




     (i) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




     (ii) either:




     (A) Subject to Section 10.05 hereof, the Person acquiring the property in any
such sale or disposition or the Person formed by or surviving any such consolidation
or merger (if other than a Guarantor) unconditionally assumes all the obligations of
that Guarantor under this Indenture, its Guarantee and the Registration Rights
Agreement on the terms set forth herein or therein, pursuant to a supplemental
Indenture in form and substance reasonably satisfactory to the Trustee; or




     (B) Except in the case of Parent, the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of this
Indenture, including without limitation, Section 4.12 hereof.



     (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental Indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture to be performed by
the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may
cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee.
All the Guarantees so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this
Indenture as though all of such Guarantees had been issued at the date of the execution hereof.



     (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a)(ii)(A) and
(B) above, nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.


Section 10.05. Release of Guarantees.




     The Guarantee of a Guarantor shall be unconditionally released and discharged, and no further
action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s
Guarantee, upon:



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     (1) (a) except in the case of Parent, in connection with (i) any sale or other
disposition of all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to such
transaction) a Restricted Subsidiary of Parent’s, if the sale or other disposition comply with
the provisions of Section 4.12 or (ii) any sale of all of the Capital Stock of a Guarantor to
a Person that is not (either before or after giving effect to such transaction) Parent or a
Restricted Subsidiary of Parent, if the sale complies with the provisions of Section 4.12, in
each case as provided in Section 4.12;




     (b) if the Company designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary in accordance with Section 4.17;




     (c) upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 and upon a
discharge of this Indenture pursuant to Section 11.01; or




     (d) except in the case of Parent, if such Guarantor shall not Guarantee any Indebtedness
under any Credit Facility (other than if such Guarantor no longer Guarantees any such
Indebtedness as a result of payment under any Guarantee of any such Indebtedness by any
Guarantor); provided that a Guarantor shall not be permitted to be released from its
Guarantee pursuant to this clause (d) if it is an obligor with respect to such Indebtedness
that would not, pursuant to Section 4.09, be permitted to be incurred by a Restricted
Subsidiary that is not a Guarantor, unless such Guarantor is also designated as an
Unrestricted Subsidiary at the time of such release.




     (2) such Guarantor delivering to the Trustee an Officers’ Certificate and Opinion of
Counsel, each stating that all conditions precedent provided for in this Indenture relating
to such transaction have been complied with.



ARTICLE 11




SATISFACTION AND DISCHARGE


Section 11.01. Satisfaction and Discharge.




     This Indenture will be discharged and will cease to be of further effect as to all Notes
issued hereunder, when:


(a) either:





     (i) all Notes that have been authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust) have been delivered to the Trustee for cancellation; or




     (ii) all Notes that have not been delivered to the Trustee for cancellation (A) have
become due and payable by reason of the making of a notice of redemption or otherwise or (B)
will become due and payable within one year and the Company has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in United States Dollars, non-callable Government Securities, or (C) a
combination of cash and non-callable Government Securities, in such amounts as will be
sufficient without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on the Notes not delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest and Additional Interest, if any, to the
date of maturity or redemption;



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     (b) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) and such deposit will not result in a breach or violation of,
or constitute a default under, any other instrument to which the Company or any Guarantor is
a party or by which the Company or any Guarantor is bound;




     (c) the Company or any Guarantor has paid or caused to be paid all sums payable by the
Company under this Indenture; and




     (d) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money and/or non-callable Government Securities toward the
payment of the Notes at maturity or the redemption date, as the case may be.



     The Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been satisfied.


Section 11.02. Deposited Money and Government Securities To Be Held in Trust; Other
Miscellaneous Provisions.



     Subject to Section 11.03 hereof, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 11.02, the “Trustee”) pursuant to Section 11.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including Parent or any Restricted Subsidiary acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, and interest and Additional Interest, if any, but such money need not
be segregated from other funds except to the extent required by law.


Section 11.03. Repayment to Company.




     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest or Additional Interest on
any Note and remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in The New York Times and
The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to
the Company.



ARTICLE 12




MISCELLANEOUS


Section 12.01. Trust Indenture Act Controls.




     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA §318(c), the imposed duties shall control.



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Section 12.02. Notices.




     Any notice or communication by the Company or the Trustee to the others is duly given if in
writing and delivered in Person or mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next-day delivery, to the
other’s address:




If to the Company:


Giant Funding Corp.

c/o Grifols Inc.

2410 Lillyvale Avenue

Los Angeles, California 90032-3514

Attention: David Ian Bell





With a copy to:


Proskauer Rose LLP

Eleven Times Square

New York, New York 10036

Attention: Frank J. Lopez

Telecopier No.: (212) 969-2900





If to the Trustee:


The Bank of New York Mellon Trust Company, N.A.

10161 Centurion Parkway

Jacksonville, FL 32256

Telecopier No.: (904) 645-1921

Attention: Corporate Trust Administration




     The Company or the Trustee, by notice to the others, may designate additional or different
addresses, including if it is a different entity notices for each Agent, for subsequent notices or
communications.



     All notices and communications (other than those sent to Holders and the Trustee) shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telescoped; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the
Trustee shall be deemed duly given and effective only upon receipt.



     Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to
its address shown on the Security Register. Any notice or communication shall also be so mailed to
any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



-95-









 





     If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee
and, if it is a different Person, to each Agent at the same time.



     In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions
or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other
similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion
elects to act upon such instructions, the Trustee’s understanding of such instructions shall be
deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The party providing electronic instructions agrees to assume all risks arising out of
the use of such electronic methods to submit instructions and directions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties.


Section 12.03. Communication by Holders of Notes with Other Holders of Notes.




     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).


Section 12.04. Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee:




     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been complied with; and




     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been complied with.


Section 12.05. Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:




     (a) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such Person, he or she has made such examination
or investigation as is necessary to enable such Person to express an informed opinion as to
whether or not such covenant or condition has been complied with; and



-96-









 






     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.


Section 12.06. Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.


Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.




     No past, present or future director, officer, employee, partner, manager, agent, member,
incorporator (or Person forming any limited liability company) or stockholder of the Company or of
any Guarantor, as such, shall have any liability for any obligations of the Company of any
Guarantor under the Notes, this Indenture, the Guarantee or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a Note and Guarantee
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes and Guarantee. Such waiver may not be effective to waive liabilities under
the federal securities laws and it is the view of the SEC that such a waiver is against public
policy.


Section 12.08. Governing Law.




     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


Section 12.09. No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement of
Parent or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.


Section 12.10. Successors.




     All covenants and agreements of Parent and the Restricted Subsidiaries in this Indenture and
the Notes shall bind its successors. All covenants and agreements of the Trustee in this Indenture
shall bind its successors.


Section 12.11. Severability.




     In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section 12.12. Counterpart Originals.




     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.



-97-









 




Section 12.13. Table of Contents, Headings, etc.




     The Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.


Section 12.14 Waiver of Jury Trial.




     EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE
TRANSACTION CONTEMPLATED HEREBY.



[Signatures on following page]





-98-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and
attested, as of the date and year first above written.



	 	 	 	 	 
	 	ISSUER:



GIANT FUNDING CORP.

 	 
	 	By:  	 /s/ David
I. Bell	 
	 	 	Name:  	David I. Bell	 
	 	 	Title:  	President	 
	 
	 	TRUSTEE



THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A. as Trustee

 	 
	 	By:  	/s/ Christie Leppert
 	 
	 	 	Name:  	Christie Leppert 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Indenture






 









 








EXHIBIT
A




(face of Note)




[RULE 144A][REGULATION S] [GLOBAL] NOTE



8.25% Senior Notes due 2018



CUSIP [           ]1

ISIN [            ]




			
	No.[      ]
	 	$[            ]






GIANT
FUNDING CORP.



promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of $[        ] United
States Dollars ($           ) on February 1, 2018.



Interest Payment Dates: February 1 and August 1, commencing August 1, 2011.



Record Dates: January 15 and July 15.






 




			
	1	 	Rule 144A Note CUSIP: 374500 AA4
	 
	 	 	Rule 144A Note ISIN: US374500AA44
	 
	 	 	Regulation S Note CUSIP: U3748T AA2
	 
	 	 	Regulation S Note ISIN: USU3748TAA26




A-1









 










     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.



	 	 	 	 	 
	 	GIANT FUNDING CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


This is one of the Global Notes referred to in the within-mentioned Indenture:




The Bank of New York Mellon Trust Company, N.A.,

as Trustee




	 	 	 	 	 
	 	 	 
	 	By:  	 	 	 
	 	 	Authorized Signatory 	 
	 
	 	 	Dated 	 	 
	 




A-2











 






(Back of Note)




8.25% Senior Notes due 2018


[Insert the following Global Note Legend, if applicable pursuant to the terms of the Indenture]



[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]



[Insert the following Private Placement Legend, if applicable pursuant to the terms of the
Indenture]



[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES
ACT, AS AMENDED, (AN
“ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY,
PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET
FORTH IN RULE 144 UNDER THE SECURITIES ACT, EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS





A-3









 







FURNISHED ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF GRIFOLS INC. SO
REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY, PRIOR TO THE
EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE
144 UNDER THE SECURITIES ACT, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]




     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



     For the purposes of this Note, (i) prior to the Completion Date, references to the “Company”
refer only to the Escrow Issuer, and (ii) on and after the Completion Date, references to the
“Company” refer only to the surviving entity of the Mergers, Grifols Inc., a Virginia corporation.



     1. Interest. The Company promises to pay interest on the principal amount of this
Note at
8.25% per annum until maturity and shall pay Additional Interest, if any, as provided in Section 2
of the Registration Rights Agreement; provided that if the Company makes an Escrow Extension
Election and the Completion Date has not occurred on or before June 30, 2011, the interest rate on
this Note will permanently increase to 8.75% per annum effective July 1, 2011. The Company shall
pay interest semi-annually on February 1 and August 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an “interest payment date”). Interest on the
Notes shall accrue from the most recent date to which interest has been paid or, if no interest has
been paid, from the date of issuance; provided, however, that if there is no existing Default in
the payment of interest, and if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding interest payment date, interest shall accrue from such next
succeeding interest payment date; provided, further, that the first interest payment date shall be
August 1, 2011. The Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at
a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve
30-day months.



A-4









 





     2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest)
to the Persons who are Holders at the close of business on the January 15 or July 15 next preceding
the interest payment date, even if such Notes are cancelled after such record date and on or before
such interest payment date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes shall be payable as to principal, premium, if
any, and interest and Additional Interest, if any, at the office or agency of the Company
maintained for such purpose, or, at the option of the Company, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the
Security Register; provided, however, that payment by wire transfer of immediately available funds
shall be required with respect to principal of and interest and Additional Interest, if any, and
premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.



     3. Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company,
N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. Parent or any of the Restricted
Subsidiaries may act in any such capacity.



     4. Indenture. The Company issued the Notes under an Indenture dated as of January
21, 2011 (“Indenture”) among the Company and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939,
as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The
Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.




     5. Optional Redemption.


     (a) Except as set forth in clauses (b) and (c) of this Paragraph 5, the Notes will not be redeemable
at the option of the Company prior to February 1, 2014. On or after February 1, 2014, the
Company may redeem all or any portion of the Notes, at once or over time, after giving the required
notice under the Indenture. The Notes may be redeemed at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional
Interest, if any, to the redemption date (subject to the right of Holders on the relevant record
date to receive interest due on the relevant interest payment date), if redeemed during the
twelve-month period commencing on February 1 of the years indicated below:




	 	 	 	 	 
	Year	 	Percent	 
	2014
	 	 	106.188	%
	2015
	 	 	104.125	%
	2016
	 	 	102.063	%
	2017 and thereafter
	 	 	100.000	%






     (b) At any time and from time to time prior to February 1, 2014, the Company may redeem up to
35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price
equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional
Interest, if any, to the redemption date (subject to the right of Holders on the relevant record
date to receive interest due on the relevant interest payment date) with the net cash proceeds of
any Qualified Equity Offering; provided, however, that:



A-5









 






     (1) after giving effect to any such redemption, at least 65% of the aggregate principal
amount of the Notes issued on the Issue Date (excluding Notes held by Parent and its
Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and




     (2) any such redemption shall be made within 90 days of the closing of such Qualified
Equity Offering upon not less than 30 nor more than 60 days’ prior notice.



     (c) At any time and from time to time prior to February 1, 2014, the Company may redeem all or
a part of the Notes upon not less than 30 nor more than 60 days’ prior notice under the Indenture at
a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption
date (subject to the right of Holders on the relevant record date to receive interest due on the
relevant interest payment date).



     (d) Any prepayment pursuant to this Paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture. Unless the Company defaults in the payment of the
applicable redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable redemption date.



     6. Mandatory Redemption.


     (a) The Company shall not be required to make sinking fund payments with respect to the
Notes. However, under certain circumstances, the Company may be required to offer to repurchase the
Notes pursuant to Sections 3.10, 4.12 and 4.18 of the Indenture.




     (b) In addition, Parent and its Subsidiaries may acquire Notes by means other than a
redemption or required repurchase whether by tender offer, open market purchases, negotiated
transactions or otherwise, in accordance with applicable securities laws, so long as such
acquisition does not otherwise violate the terms of this Indenture.



     7. Special Redemption. In the event that the Completion Date has not occurred on or prior to
the Date of Determination, the Escrow Issuer will be required to redeem the Notes on the date that
is three Business Days after the Date of Determination (the “Special Redemption Date”), at a cash
redemption price of 101% of the aggregate principal amount of the Notes, plus accrued and unpaid
interest, if any, to the Special Redemption Date. Upon the receipt of written instruction from the
Escrow Issuer and an Officers’ Certificate, the Trustee will send a notice of such Special
Redemption on behalf of the Escrow Issuer to the Holders of the Notes on the Date of Determination
if the Completion Date has not occurred on or prior to such Date of Determination.



     8. Repurchase at Option of Holder.



     (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase
(a “Change of Control Offer”) all Notes, and each Holder shall have the right to require the
Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of such Holders’ Notes, at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, to the purchase date (subject to
the right of Holders on the relevant record date to receive interest due on the relevant interest
payment date). The Company shall purchase all Notes validly tendered pursuant to the Change of
Control Offer and not withdrawn.



     (b) If Parent or one of the Restricted Subsidiaries consummates any Asset Sales, when the
aggregate amount of Excess Proceeds exceeds $50 million, the Company shall commence an offer (an



A-6









 




“Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum
principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any,
to the date of purchase,
pursuant to Section 3.09 of the Indenture. To the extent that the aggregate amount of Notes
(including Additional Notes) and other pari passu Indebtedness validly and properly tendered and
not withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or
such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness validly and
properly tendered and not withdrawn into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and the Company or the trustee, agent or other similar
party with respect to such other pari passu Indebtedness will select such to be purchased as
described in Article 3 of the Indenture. Holders of Notes that are the subject of an offer to
purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and
may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Notes. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds will be reset at zero.




     9. Notice of Redemption. Notice of redemption shall be mailed by first class mail at
least
30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be mailed more than 60 days
prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or
a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes
held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.



     10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.



     11. Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all
purposes.



     12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the
Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least
a majority in aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default or compliance
with any provision of the Indenture, the Notes or the Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, Additional Notes, if any) voting as a single class. Without the consent of any
Holder, the Indenture, the Notes or the Guarantees may be



A-7









 




amended or supplemented to: (1) cure any ambiguity, mistake, defect or inconsistency, (2) provide
for uncertificated Notes in addition to or in place of certificated Notes, (3) provide for the
assumption by a successor corporation of the obligations of the Company or Guarantors under the
Notes, the Indenture and/or a Guarantee in the case of a merger or consolidation or sale of all or
substantially all of the assets of the Company or the assets of such Guarantor, (4) make any change
that would provide any additional rights or benefits to the Holders of Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, (5) make any change to
comply with any requirement of the SEC in connection with the qualification of the Indenture under
the TIA, (6) add covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Company or any Guarantors, (7) add a Guarantor under the Indenture, (8) conform
the text of the Notes, the Indenture, or the Guarantees to any provision of the “Description of
Notes” to the extent that such provision in the “Description of Notes” was intended to be a verbatim
recitation of a provision of the Notes, the Indenture or the Guarantee, (9) provide for the
issuance of Additional Notes in accordance with the limitations as set forth in the Indenture, (10)
provide for a successor trustee in accordance with the terms of the Indenture or (11) to otherwise
comply with any requirement of the Indenture, or to comply with the rules of any applicable
securities depositary.




     13. Defaults and Remedies. Each of the following is an Event of Default under the Indenture:
(1) default for 30 days in the payment when due of interest on, or Additional Interest with respect
to, the Notes; (2) default in payment when due of principal of, or premium, if any, on the Notes;
(3) failure by Parent or any Restricted Subsidiary to comply with Section 5.01 or with Section 4.18
of the Indenture; (4) failure by Parent or any Restricted Subsidiary for 60 days after notice to
comply with any covenant or agreement in the Indenture or the Notes after written notice thereof is
given to the Company by the Trustee or to Parent and the Restricted Subsidiaries and to the Trustee
by Holders of at least 25% in aggregate principal amount of the then outstanding Notes voting as a
single class; (5) default under any agreement, bond, mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by Parent or any Restricted Subsidiary (or the payment of which is guaranteed by Parent or
any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after
the date of the Indenture, if that default (A) is caused by a failure to pay any scheduled
installment of principal on such Indebtedness prior to the expiration of the grace period provided
in such Indebtedness on the date of such default (a “Payment Default”); or (B) results in the
acceleration of such Indebtedness prior to its express maturity, and in each such case, the
principal amount of any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $100 million or more, provided, however, where (i) neither Parent nor any
Restricted Subsidiary has general liability with respect to such Indebtedness, and (ii) the
creditor has agreed in writing that such creditor’s recourse is solely to specified assets or
Unrestricted Subsidiaries, the amount of such Indebtedness shall be deemed to be the lesser of (x)
the principal amount of such Indebtedness, and (y) the fair market value of such specified assets
to which the creditor has recourse; (6) failure by Parent, the Company or any Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary to pay final and non-appealable judgments entered by a court or courts of
competent jurisdiction aggregating in excess of $100 million (net of any amounts covered by
insurance), which judgments are not paid, discharged or stayed for a period of 60 days; (7) except
as permitted by the Indenture, any Guarantee of a Significant Subsidiary, or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor that is a Significant Subsidiary, or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any
Person acting on behalf of any Guarantor that is a Significant Subsidiary, or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, shall deny
or disaffirm in writing its obligations under its Guarantee; or (8) certain events of bankruptcy or
insolvency described in the Indenture with respect to Parent, the Company or any Restricted
Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would consti-



A-8









 




tute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall
become due and payable without further action or notice. Holders may not enforce the Indenture or
the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to the payment of
principal, premium, if any, or interest or Additional Interest, if any) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes rescind an acceleration or waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of
principal, premium, if any, interest or Additional Interest, if any, on the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance with the Indenture,
and the Company is required upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default.




     14. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 of the
Indenture.



     15. No Recourse Against Others. No past, present or future director, officer, employee,
partner, manager, agent, member, incorporator (or Person forming any limited liability company) or
stockholder of the Company or of any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Indenture, the Notes, the Guarantees or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note and the guarantee waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes and guarantee. Such waiver may
not be effective to waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.



     16. Authentication. This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.



     17. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).



     18. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



     19. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted



A-9









 





Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set
forth in the Registration Rights Agreement, dated as of January 21, 2011, between the Company and
the Initial Purchasers named therein or, in the case of Additional Notes, Holders of Restricted
Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more
registration rights agreements, if any, among the Company and the other parties thereto, relating
to rights given by the Company to the purchasers of any Additional Notes.




     20. Governing Law. The internal law of the State of New York shall govern and be used to
construe the Indenture, this Note and the Guarantees without giving effect to applicable principals
of conflicts of law to the extent that the application of the laws of another jurisdiction would be
required thereby.



     The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:


Giant Funding Corp.

c/o Grifols Inc.

2410 Lillyvale Avenue

Los Angeles, California 90032-3514

Attention: David Ian Bell






A-10









 









ASSIGNMENT FORM




     To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to



      

(Insert assignee’s soc. sec. or tax I.D. no.)



      




      




      




      




      

(Print or type assignee’s name, address and zip code)



      



and irrevocably appoint            to transfer this Note on the books of the Company. The agent may
substitute another to act for him.




	 	 	 	 	 

	Date:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	 	 

 	 
	 	Your Signature:  	
 	 
		(Sign exactly as your name appears on the face of this Note) 	 
	 
	 	Signature
 	 
	 	Guarantee:  	
 	 
	 	 	 	 
	 	 	 	 



A-11









 






SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 
	 	 	 	 	Amount of	 	Amount of	 	Amount of this	 	 
	 	 	 	 	decrease in	 	increase in	 	Global Note	 	Signature of
	 	 	 	 	Principal	 	Principal	 	following such	 	authorized signatory
	Date of	 	Amount of this	 	Amount of this	 	decrease (or	 	of Trustee or Note
	Exchange	 	Global Note	 	Global Note	 	increase)	 	Custodian









A-12









 






OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased in its entirety by the Company pursuant to
Section 4.12 or 4.18 of the Indenture, check the applicable box:



     Section 4.12 o



     Section 4.18 o



     If you want to elect to have only a part of the principal amount of this Note purchased by the
Company pursuant to Section 4.12 or 4.18 of the Indenture, state the portion of such amount: $



	 	 	 	 	 	 	 	 	 

	Dated:

	 	 
	 	Your Signature:	 	 
	 	 
	 

	 	 
	 	(Sign exactly as your name appears on the other side of this Note)





Signature Guarantee:





(Signature must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock
Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.)




A-13











 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Giant Funding Corp. 
c/o Grifols Inc.

2410 Lillyvale Avenue

Los Angeles, California 90032-3514 
Attention:
David Ian Bell




The Bank of New York Mellon Trust Company, N.A., as Trustee

10161 Centurion Parkway

Jacksonville, FL 32256

Telecopier No.: (904) 645-1921

Attention: Corporate Trust Administration




     Re: 8.25% Senior Notes due 2018



     Reference is hereby made to the Indenture, dated as of January 21, 2011 (the “Indenture”),
between Giant Funding Corp., as issuer (the “Company”) and The Bank of New York Mellon Trust
Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.



     [           ] (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of $[ ] in such Note[s] or interests
(the “Transfer”), to [           ] (the “Transferee”), as further specified in Annex A hereto. In connection
with the Transfer, the Transferor hereby certifies that:



[CHECK ALL THAT APPLY]




     1. oCheck if Transferee will take delivery of a beneficial interest in the 144A Global
Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.



     2. oCheck if Transferee will take delivery of a beneficial interest in the Regulation S
Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore



B-1









 




securities market and neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities Act.




     3. oCheck and complete if Transferee will take delivery of a beneficial interest in the
Restricted Global Note or a Restricted Definitive Note pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check):



     o such Transfer is being effected to the Company or a subsidiary thereof.



     4. oCheck if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.



    (a) oCheck if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.



    (b) oCheck if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.



    (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



B-2









 





This certificate and the statements contained herein are made for your benefit and the benefit of
the Company.




	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:

Dated:  	

 	 
	 


 B-3









 




ANNEX A TO CERTIFICATE OF TRANSFER


1. The Transferor owns and proposes to transfer the following:




[CHECK ONE OF (A) OR (B)]





     (a) o a beneficial interest in the:




	 	(i)	 	o 144A Global Note (CUSIP 374500 AA4), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP U3748T AA2), or





     (b) o a Restricted Definitive Note.


2. After the Transfer the Transferee will hold:




[CHECK ONE]




     (a) o a beneficial interest in the:




	 	(i)	 	o 144A Global Note (CUSIP 374500 AA4), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP U3748T AA2), or
	 
	 	(iii)	 	o Unrestricted Global Note (CUSIP     ); or





     (b) o a Restricted Definitive Note; or



     (c) o an Unrestricted Definitive Note,


in accordance with the terms of the Indenture.




B-4









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Giant Funding Corp. 
c/o Grifols Inc.

2410 Lillyvale Avenue

Los Angeles, California 90032-3514

Attention: David Ian Bell




The Bank of New York Mellon Trust Company, N.A., as Trustee

10161 Centurion Parkway

Jacksonville, FL 32256

Telecopier No.: (904) 645-1921

Attention: Corporate Trust Administration




     Re: 8.25% Senior Notes due 2018



(CUSIP              )




     Reference is hereby made to the Indenture, dated as of January 21, 2011 (the “Indenture”),
between Giant Funding Corp., as issuer (the “Company”) and The Bank of New York Mellon Trust
Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.




     [              ] (the “Owner”) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $[              ] in such Note[s] or interests (the “Ex-
change”). In connection with the Exchange, the Owner hereby certifies that:



     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted
Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global
Note



     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities



C-1









 





Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.




     (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner,s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner,s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.



     (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner,s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner,s own
account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv)
the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global  Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 



     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner,s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for
the Owner,s own account without
transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture,
the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act.



     (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the
Owner,s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE]o 144A Global Note, o Regulation S Global Note with an
equal principal amount, the owner hereby certifies (i) the beneficial interest is being acquired
for the Owner,s own account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note
and in the Indenture and the Securities Act.



E -2









 





     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:

Dated:  	

 	 



E-3









 






	 	 	 	 	 



EXHIBIT D




FORM OF NOTATION OF GUARANTEE





     For value received, each Guarantor (which term includes any successor Person under the
Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, dated as of January 21, 2011 (the
“Indenture”), between Giant Funding Corp., as issuer (the “Company”) and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity,
by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, if any, and, to the extent permitted by law, interest, and the due and
punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the
Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee is subject to
release as and to the extent set forth in Sections 10.04 and 10.05 of the Indenture. Each Holder of
a Note, by accepting the same agrees to and shall be bound by such provisions. Capitalized terms
used herein and not defined are used herein as so defined in the Indenture.



	 	 	 	 	 
	 	GUARANTORS:



[ADD GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 D -1









 






	 	 	 	 	 



EXHIBIT E




FORM OF SUPPLEMENTAL INDENTURE 
RELATED TO THE
COMPLETION DATE 





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [ ], 201[ ], among GRIFOLS
INC., a Virginia corporation (the “Company”), Grifols, S.A., a company organized under the laws of
the Kingdom of Spain ( “Parent”), the subsidiaries of Parent set forth on the signature pages hereto
(the “Subsidiary Guarantors” and together with Parent, the “Guarantors”) and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., as trustee under the indenture referred to below (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, Giant Funding Corp. (the “Escrow Issuer”) has heretofore executed and delivered to the
Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of
January 21, 2011, providing for the issuance of the Escrow Issuers $1,100,000,000 aggregate
principal amount of the 8.25% Senior Notes due 2018 (the “Notes”);



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the
Guarantors are authorized to execute and deliver this Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:




     1. “Defined Terms.” As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined, except
that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as
defined in the Indenture and the Trustee acting on behalf of and for the benefit of such
Holders. The words “herein”, “hereof” and “hereby” and other words of similar import used in
this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.




     2. “Agreement to Assume Obligations.” The Company hereby agrees to unconditionally
assume the Escrow Issuers Obligations under the Notes and the Indenture on the terms and
subject to the conditions set forth in the Indenture and to be bound by all applicable
provisions of the Indenture and the Notes and to perform all of the obligations and
agreements of the Escrow Issuer under the Indenture.




     3. “Agreement to Guarantee.” The Guarantors hereby agree, jointly and severally,
to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on
the terms and subject to the conditions set forth in Article 10 of the Indenture and to be
bound by all other applicable provisions of the Indenture and the Notes and to perform all of
the obligations and agreements of a guarantor under the Indenture.




     4. “Notices.” All notices or other communications to the Company and the
Guarantors shall be given as provided in Section 12.02 of the Indenture.




     5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the



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terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.




     6. Release of Obligations of Giant Funding Corp. Upon execution of this Supplemental
Indenture by the Company and the Trustee, the Escrow Issuer is released and discharged from all
obligations under the Indenture and the Notes.




     7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




     8. Trustee Makes No Representation.The Trustee makes no representation as to 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 Company.




     9. 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.





     10. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	GRIFOLS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	

GRIFOLS, S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[SUBSIDIARY GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT F




FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS2





     SUPPLEMENTAL INDENTURE (“this Supplemental Indenture”) dated as of [ ],
among [GUARANTOR] (“the Guaranteeing Subsidiary”), GRIFOLS INC., a Virginia corporation
(“the Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee under the
indenture referred to below (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, the Company has heretofore executed and delivered to the Trustee a supplemental
indenture, dated [ ], 2011 pursuant to which the Company agreed to unconditionally assume the
Escrow Issuers Obligations under the indenture (“the Indenture”), dated as of January 21,
2011, providing for the initial issuance of $1,100,000,000 aggregate principal amount of 8.25%
Senior Notes due 2018 (the “Notes”) and the Notes on the terms and subject to the
conditions set forth in the Indenture;



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Companys Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:



     (1) “Capitalized Terms”. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     (2) “Agreement to Guarantee”. The Guaranteeing Subsidiary hereby agrees as follows:





     (a) The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guar- antor and as such will have all of the rights and be subject to all of the obligations and
agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary agrees to be bound by
all of the provisions of the Indenture applicable to a Guarantor and to perform all of the
obligations and agreements of a Guarantor under the Indenture.





 




			
	2 	 	This Supplemental Indenture is to be used after the Completion Date.




F-1









 












     (b) The Guaranteeing Subsidiary agrees, on a joint and several basis with all the
existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of
the Notes and the Trustee the Obligations pursuant to Article 10 of the Indenture on a senior
basis.



     (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee
shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on
the Notes.




     (4) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK



     (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.



     (6) Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.



     (7) The Trustee. The Trustee shall not 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 Guaranteeing
Subsidiary.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 	 
	 	[GUARANTEEING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  
	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	

Acknowledged by:



GRIFOLS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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