exv4w3








Exhibit 4.3




EXECUTION VERSION




SUPPLEMENTAL INDENTURE

RELATED TO THE COMPLETION DATE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 1, 2011, 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 Escrow Issuer’s
$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;



     WHEREAS, all other acts and proceedings required by law and the Indenture necessary to
authorize the operation and delivery of this Supplemental Indenture and to make this Supplemental
Indenture a valid and binding agreement for the purposes of expressed herein, in accordance with
its terms have been complied with or have been duly done or performed;



     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 Issuer’s 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
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. Limitation on Guarantor Liability. To the extent a Guarantor which is a German
limited liability company (Gesellschaft mit beschränkter Haftung — GmbH) or a limited partnership
(Kommanditgesellschaft) with a GmbH as its sole general partner (Komplementär) (GmbH & Co. KG)
(the “Affected German Guarantor”) guarantees Obligations under the Agreement, the parties hereto
agree that enforcement of that guaranty shall be limited to the extent that such payment under
this guaranty has the effect of (i) reducing the Affected German Guarantor’s Net Assets
(Nettovermögen) to an amount less than its share capital (Stammkapital)(Begründung einer
Unterbilanz), and , as a result, cause a violation of Section 30 of the German Limited Liability
Companies Act (GmbH-Gesetz) or (ii) if its Net Assets are already an amount less than its share
capital (Stammkapital), causing such Net Assets to be further reduced (Vertiefung einer
Unterbilanz), and, as a result, cause a violation of Section 30 of the German Limited Liability
Companies Act (GmbH-Gesetz) or (iii) violating other applicable German law which may cause the
managing directors of the Affected German Guarantor to be personally liable.




     For purposes of this Section, “Net Assets” shall mean the assets, pursuant to Section 266 (2)
(A), (B), (C), (D) and (E) of the German Commercial Code (Handelsgesetzbuch) less the sum of the
non-subordinated liabilities pursuant to Section 266 (3) (B), (C), (D) and (E) of the German
Commercial Code (Handelsgesetzbuch). The value of the Net Assets shall be determined in accordance
with general accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung) under the
German Commercial Code (HGB) consistently applied by the Affected German Guarantor in preparing
its unconsolidated balance sheets (Jahresabschluss) according to Section 42 German Limited
Liability Companies Act (GmbHG), Sections 242, 264 German Commercial Code (HGB) in the previous
years.




     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.



 









 





     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:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President 	 
	 
	 	GRIFOLS, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Chairman and CEO 	 
	 
	 	INSTITUTO GRIFOLS, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	President and CEO 	 
	 
	 	GRIFOLS BIOLOGICALS INC..

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President 	 
	 
	 	BIOMAT USA INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Chairman 	 
	 
	 	MOVACO, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Joint and Several Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GRIFOLS ITALIA, S.P.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	LABORATORIOS GRIFOLS, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Joint and Several Director 	 
	 
	 	GRIFOLS DEUTSCHELAND GMBH

 	 
	 	By:  	/s/ Ramon Riera
 	 
	 	 	Name:  	Ramon Riera 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ Diego Nuñez
 	 
	 	 	Name:  	Diego Nuñez 	 
	 	 	Title:  	Managing Director 	 
	 
	 	DIAGNOSTIC GRIFOLS, S.A.

 	 
	 	By:  	/s/ Victor Grifols
 	 
	 	 	Name:  	Victor Grifols 	 
	 	 	Title:  	Joint and Several Director 	 
	 
	 	TALECRIS BIOTHERAPEUTICS INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President 	 
	 
	 	TALECRIS PLASMA RESOURCES INC.

 	 
	 	By:  	/s/ David Bell
 	 
	 	 	Name:  	David Bell 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/
Christie Leppert
 	 
	 	 	Name:  	Christie Leppert 	 
	 	 	Title:  	Vice President