THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 19, 2023, among AUNA S.A., a société anonyme, incorporated and existing under the laws of Luxembourg (the “Successor Issuer”), as successor of AUNA S.A.A., an openly held corporation (sociedad anónima abierta) incorporated under the laws of Peru (the “Company” or the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.
RECITALS
WHEREAS, the Issuer, the Guarantors and Citibank, N.A., not in its individual capacity but solely as trustee, registrar, transfer agent and paying agent, entered into the indenture, dated as of November 20, 2020 (the “Base Indenture”), as amended and supplemented by the supplemental indenture, dated as of October 5, 2022, (the “First Supplemental Indenture”) and the second supplemental indenture, dated as of June 8, 2023, (the “Second Supplemental Indenture”, and together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), relating to the Issuer’s 6.500% Senior Notes Due 2025 (the “Notes”);
WHEREAS, Section 9.2 of the Indenture permits the Issuer, the Trustee and, if applicable, the Guarantors, without the consent of any Holder, to amend or supplement the Indenture for the purposes set forth herein;
WHEREAS, the Issuer has, as of July 6, 2023, merged with and into the Successor Issuer who effectively assumed all assets and liabilities thereof. As part of the merger, the Successor Issuer has allocated all such assets and liabilities to its Branch in Peru – Auna S.A., Sucursal del Perú; and
WHEREAS, pursuant to Section 4.3(a) of the Indenture the Successor Issuer is required to expressly assume all of the obligations of the Issuer under the Notes and the Indenture (including the obligation to pay Additional Amounts, if any) and each Guarantor shall have confirmed that its Note Guarantee (including the obligation to pay Additional Amounts, if any) shall apply to the Successor Issuer’s obligations under the Indenture and the Notes.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Successor Issuer, by its execution of this Supplemental Indenture, expressly assumes all of the obligations of the Issuer under the Notes and the Indenture (including the obligation to pay Additional Amounts, if any). All references from and after the date hereof to the Issuer shall mean the Successor Issuer.
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