F-4

As filed with the Securities and Exchange Commission on October 24, 2011

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GRIFOLS, S.A.

(Exact name of registrant as specified in its charter)

Spain	2834	Not applicable
(Jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS”

ON THE FOLLOWING PAGE)

Avinguda de la Generalitat, 152-158

Parc de Negocis Can Sant Joan

Sant Cugat del Vallès 08174

Barcelona, Spain

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

David Ian Bell

General Counsel

Grifols Inc.

2410 Lillyvale Ave

Los Angeles, CA 90032-3514

(323) 227-7540

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Julie M. Allen, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
Telephone: (212) 969-3000
Facsimile: (212) 969-2900 Tomás Dagá
Raimon Grifols
Osborne Clarke S.L.P.
Avenida Diagonal, 477
Planta 20, 08036 Barcelona, Spain
Tel: +34 93 419 1818

Approximate date of commencement of the proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o Accelerated filer  o Non-accelerated filer  þ Smaller reporting company  o

(Do not check if smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o     Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Offer)  o

CALCULATION OF REGISTRATION FEE

			Proposed Maximum			Proposed Maximum		Amount of
Title of Each Class of	Amount to be		Offering			Aggregate		Registration
Securities to be Registered	Registered(1)		Price per Note(1)			Offering Price(1)		Fee
8.25% Senior Notes due 2018	$	1,100,000,000		100	%	$	1,100,000,000	$	126,060
Guarantee of 8.25% Senior Notes due 2018(2)		—		—			—		—

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantee.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), determines.

TABLE OF CO-REGISTRANTS

				Address, Including Zip
	State or Other			Code and Telephone
	Jurisdiction of	Primary Standard	I.R.S. Employer	Number, Including Area
	Incorporation or	Industrial	Identification	Code, of Principal
Exact Name as Specified in Its Charter	Organization	Classification Number	Number	Executive Offices
Grifols Inc.(1)	Virginia, United States	2834	20-2533768	2410 Lillyvale Ave., Los Angeles, CA 90032, (323) 225-2221
Grifols Biologicals Inc.	Delaware, United States	2834	13-4253630	5555 Valley Boulevard, Los Angeles, CA 90032, (323) 225-2221
Biomat USA, Inc.	Delaware, United States	8099	95-4343492	2410 Lillyvale Ave., Los Angeles, CA 90032, (323) 225-2221
Grifols Therapeutics Inc.	Delaware, United States	2834	34-2032472	4101 Research Commons 79 T.W. Alexander Drive, Research Triangle Park, North Carolina 27709 (919) 316-6300
Talecris Plasma Resources, Inc.	Delaware, United States	8099	20-5444433	4101 Research Commons 79 T.W. Alexander Drive, Research Triangle Park, North Carolina 27709 (919) 316-6300
Instituto Grifols, S.A.	Spain	2834	N/A	Polígono Levante, calle Can Guasch s/n 08150 Parets del Vallés, Barcelona, Spain (34) 93 5710200
Diagnostic Grifols, S.A.	Spain	3826	N/A	Polígono Levante, calle Can Guasch s/n, 08150 Parets del Vallés, Barcelona, Spain (34) 93 5710400
Movaco, S.A.	Spain	3826	N/A	Polígono Levante, calle Can Guasch s/n, 08150 Parets del Vallés, Barcelona, Spain (34) 935710200
Laboratorios Grifols, S.A.	Spain	5122	N/A	Polígono Levante, calle Can Guasch s/n, 08150 Parets del Vallés, Barcelona, Spain (34) 93 5710100
Grifols Italia, S.p.A.	Italy	2834	N/A	Via Carducci, 62D, Loc. La Fontina 56010 San Giuliano Terme (PI) Frazione Ghezzano, Italy (39) 050 8798341
Grifols Deutschland GmbH	Germany	2834	N/A	Lyoner Strasse 15 60528 Frankfurt am Main, Germany (49) 6103 75020

(1) Grifols Inc. is the Issuer of the new notes offered hereby. The other listed registrants, including Grifols, S.A., are Guarantors of the new notes.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 24, 2011

PROSPECTUS

Grifols Inc.

Offer to Exchange up to

U.S.$1,100,000,000 principal amount of 8.25% Senior Notes due 2018

For Any and All Outstanding Unregistered

U.S.$1,100,000,000 principal amount of 8.25% Senior Notes due 2018

MATERIAL TERMS OF THE EXCHANGE OFFER

•  The existing notes were originally issued by Giant Funding Corp., an escrow company formed solely for the purpose of issuing the existing notes, on January 21, 2011. Giant Funding Corp. merged into Grifols Inc., our wholly owned subsidiary, and Grifols Inc. assumed its obligations under the existing notes and the related indenture on June 1, 2011. The exchange notes will represent the same debt as the existing notes and Grifols Inc. will issue the exchange notes under the same indenture.

•  The terms of the exchange notes are substantially identical to the existing notes, except that the transfer restrictions and registration rights relating to the existing notes will not apply to the exchange notes and the exchange notes will not provide for the payment of special interest under circumstances related to the timing and completion of the exchange offer.

•  We are making the exchange offer to satisfy your registration rights, as a holder of existing notes.

•  The exchange offer expires at 5:00 p.m., New York City time, on          , 2011, unless extended.

•  Subject to the satisfaction or waiver of specified conditions, we will exchange your validly tendered unregistered existing notes that have not been withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes that have been registered under the Securities Act of 1933, as amended, or the Securities Act.

•  The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission, or the SEC, and other customary conditions.

•  You may withdraw your tender of notes at any time before the exchange offer expires.

•  The exchange of notes should not be a taxable exchange for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

•  Any outstanding existing notes not validly tendered will remain subject to existing transfer restrictions.

•  The exchange notes will not be traded on any national securities exchange and, therefore, we do not anticipate that an active public market in the exchange notes will develop.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. A broker-dealer that is issued exchange notes for its own account in exchange for existing notes that were acquired by such broker-dealer as a result of market-making or other trading activities may use this prospectus, as supplemented or amended, for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.

Please refer to “Risk Factors” beginning on page 34 of this prospectus for certain important information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus          , 2011

TABLE OF CONTENTS

About this Prospectus	ii
Enforceability of Civil Liabilities Under U.S. Securities Law	iii
Cautionary Statement Regarding Forward-Looking Statements	iv
Summary	1
Selected Historical Consolidated Financial Data	10
Unaudited Pro Forma Condensed Combined Financial Information	13
Comparative Market Price and Dividend Information	25
Exchange Rates	27
Summary of the Exchange Offer	28
Summary of the Terms of the Exchange Notes	32
Risk Factors	34
Use of Proceeds	71
Capitalization	72
Ratio of Earnings to Fixed Charges	73
The Exchange Offer	74
Management’s Discussion and Analysis of Financial Condition and Results of Operations	83
Business	113
Industry Overview	143
Regulatory Matters	151
Directors and Executive Officers	161
Compensation of Directors and Executive Officers	171
Security Ownership of Major Shareholders, Directors and Executive Officers	173
Certain Relationships and Related Party Transactions	175
Description of the Notes	177
Book-Entry Settlement and Clearance	225
Certain Material United States Federal Income Tax Considerations	227
Exchange Controls and Limitations Affecting Security Holders	232
Plan of Distribution	233
Validity of Securities	234
Experts	234
Where You Can Find More Information	234
Index to Financial Statements	F-1
EX-3.1.1
EX-3.1.2
EX-3.2.1
EX-3.2.2
EX-3.3.1
EX-3.3.2
EX-3.3.3
EX-3.4.1
EX-3.4.2
EX-3.5.1
EX-3.5.2
EX-3.5.3
EX-3.5.4
EX-3.6.1
EX-3.6.2
EX-3.6.3
EX-3.7.1
EX-3.7.2
EX-3.8.1
EX-3.8.2
EX-3.9.1
EX-3.9.2
EX-3.10.1
EX-3.10.2
EX-3.11.1
EX-3.11.2
EX-3.12
EX-4.1
EX-4.3
EX-4.4
EX-4.5
EX-4.6
EX-5.1
EX-5.2
EX-5.3
EX-5.4
EX-5.5
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-12.1
EX-21.1
EX-23.6
EX-23.7
EX-25.1
EX-99.1
EX-99.2
EX-99.3
EX-99.4

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC. This prospectus does not contain all of the information included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You should carefully read this prospectus, the related exhibits filed with the SEC and any prospectus supplement, together with the additional information described below under the heading “Where You Can Find More Information.” We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request of that person, a copy of any and all of this information. Requests for copies should be directed to Investor Relations, Grifols, S.A., Avinguda de la Generalitat, 152-158, Parc de Negocis Can Sant Joan, 08174 Sant Cugat del Vallés, Barcelona, Spain; (34) 935 710 500. You should request this information at least five business days in advance of the date on which you expect to make your decision with respect to the exchange offer. In any event, in order to obtain timely delivery, you must request this information prior to          , 2011, which is five business days before the expiration date of the exchange offer. Our website address is http://www.grifols.com. Our website is not a part of this prospectus.

You should rely only on the information contained in this prospectus and in any accompanying prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus and any prospectus supplement is accurate only as of the date on the front cover of those documents. We do not imply that there has been no change in the information contained in this prospectus or in our affairs since that date by delivering this prospectus.

As used in this prospectus, unless the context otherwise requires or as is otherwise indicated:

•  all references in this document to “Grifols,” the “Company,” “we,” “us,” and “our” refer to Grifols, S.A., a company (sociedad anónima) organized under the laws of Spain, and our consolidated subsidiaries; for periods after the acquisition these terms include the acquired Talecris operations;

•  all references to “the Issuer” refer to Grifols Inc., a Virginia corporation and wholly owned subsidiary of Grifols, S.A.;

•  all references to “Talecris” refer to Talecris Biotherapeutics Holdings Corp., a Delaware corporation, and its consolidated subsidiaries, as existing prior to the closing of the acquisition; and

•  all references to the “acquisition” refer to our acquisition of Talecris, consummated on June 1, 2011.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal relating to the exchange offer states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for existing notes where such existing notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer, at such broker-dealer’s request, for use in connection with any such resale. See “Plan of Distribution.”

NOTICE REGARDING PRESENTATION OF FINANCIAL INFORMATION

The basis of presentation of financial information of Grifols in this document is in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (the “IASB”), unless indicated otherwise. In this prospectus, unless otherwise specified or the context otherwise requires, references to “$” and “dollars” are to United States (“U.S.”) Dollars. Talecris has been included in the consolidated financial statements of Grifols from June 1, 2011, the date of the closing of the acquisition. Prior to June 1, 2011, Talecris reported on their own financials statements, which are included elsewhere in this prospectus.

ii

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

INDUSTRY AND MARKET DATA

We obtained the market and competitive position data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data, and we do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources. All references to the North American market throughout this prospectus refer only to the United States and Canada.

TRADEMARKS AND SERVICE MARKS

We own or have the rights to various trademarks and trade names that we use in conjunction with the operation of our business including, but not limited to, Alphanate, Flebogamma, Gamunex, Grifols, Prolastin and Talecris. Q-Coagulometer is a registered design mark of Grifols. We pursue registration of our important service marks and trademarks and vigorously oppose any infringement upon them. In this prospectus, we also refer to product names, trademarks, trade names and service marks that are the property of other companies. Each of the trademarks, trade names or service marks of other companies appearing in this prospectus belongs to its owner. The use or display of other parties’ trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of, the product, trademark, trade name or service mark owner, unless we otherwise expressly indicate.

ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAW

Grifols, S.A., the Parent Guarantor, is a company (sociedad anónima) organized under the laws of Spain and most of the Subsidiary Guarantors (as defined herein) are also incorporated outside of the United States. A substantial portion of the assets of the Parent Guarantor and the assets of the Subsidiary Guarantors are located outside of the United States. In addition, nearly all of the directors and officers of the Parent Guarantor and certain of the Subsidiary Guarantors’ directors and officers are nationals or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to affect service of process within the United States upon the Parent Guarantor or certain Subsidiary Guarantors or their directors or officers with respect to matters

iii

arising under the Securities Act or to enforce against them judgments of courts of the United States predicated upon civil liability under the Securities Act. It may also be difficult to recover fully in the United States on any judgment rendered against such persons or the Parent Guarantor or certain of the Subsidiary Guarantors.

We are advised by Spanish legal counsel, Osborne Clarke, S.L.P., (i) that there is doubt as to the enforceability in Spain in original actions, or in actions for enforcement of judgments of U.S. courts of liabilities predicated solely upon the securities laws of the United States and (ii) that any final and binding judgment obtained against us in the United States would be recognized and enforced by the courts of Spain in accordance with the Law of Civil Procedure (Ley de Enjuiciamiento Civil) if the appropriate order (exequatur) were obtainable, for which prior to the time such judgment is introduced into a Spanish court for enforcement, there should be no material contradiction or incompatibility between the referred judgment with a judgment rendered or judicial proceedings outstanding in Spain, and (a) according to the provisions of any applicable treaty (there is none currently in existence with the United States), or (b) in the absence of any such treaty, if it could be proven that the jurisdiction where the foreign judgment was rendered recognizes Spanish judgments on a reciprocal basis and the judgment satisfies other requirements such as not being incompatible or infringing the Spanish public order or policy. If such reciprocity cannot be proven, the requisite order (exequatur) would not be granted by the Spanish courts.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains a number of forward-looking statements, including statements about our financial condition, results of operations, and prospects. Forward-looking statements are typically identified by words such as “may,” “anticipate,” “believe,” “estimate,” “predict,” “expect,” “intend,” “forecast,” “will,” “would,” “should” or the negative of such terms or other variations on such terms or comparable or similar words or expressions.

These forward-looking statements reflect, as applicable, our management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to:

•  risks related to the notes and the guarantees;

•  our significant indebtedness;

•  our ability to service our indebtedness, which in turn depends on our ability to generate cash;

•  the subordinated nature of the notes and guarantees;

•  the restrictive covenants governing our debt;

•  Federal and state statutes permitting courts to void guarantees under certain circumstances;

•  Bankruptcy law limitations on the amounts payable to note holders;

•  limitations on the enforcement of civil liabilities under U.S. securities laws;

•  extensive environmental, health and safety laws and regulations;

•  implementation of health care reform law in the U.S.;

•  potential decreases or limitations on reimbursement for purchasers of our products;

•  our ability to maintain compliance with government regulations and licenses, including those related to plasma collection, production, and marketing;

•  regulatory actions or lawsuits brought under federal or state laws;

•  risks related to compliance with the Sarbanes-Oxley Act of 2002 and our internal controls over financial reporting;

•  product concentration risk;

iv

•  the risks associated with the potential damage or contamination of plasma, our main raw material;

•  side effects associated with our products;

•  our adherence to cGMP;

•  our ability to procure adequate quantities of plasma and other materials which are acceptable for use in our manufacturing processes;

•  increased competition in our industry;

•  the impact of competitive products and pricing and actions of competitors;

•  fluctuations in the balance between supply and demand with respect to the market for plasma-derived products;

•  potential product liability claims or product recalls involving our products;

•  the impact of our substantial capital expenditures;

•  market risks, such as interest rate risk and foreign exchange rate risk;

•  the unprecedented volatility in the global economy and fluctuations in the financial markets;

•  unexpected shut-downs of our manufacturing and storage facilities or delays in opening new facilities;

•  disruptions in our distribution channels;

•  our ability to identify growth opportunities for existing products and to identify and develop new product candidates through our research and development activities;

•  our ability to protect our intellectual property rights and defend against allegations of infringement by others;

•  our ability to resume or replace sales to countries affected by the ongoing Foreign Corrupt Practices Act (“FCPA”) investigation;

•  potential sanctions, if any, that the Department of Justice (“DOJ”) or other federal agencies, may impose on us as a result of the ongoing FCPA investigation;

•  the impact of the pending investigation into compliance with the Pharmaceutical Pricing Agreement (“PPA”) under the Public Health Service Program; and

•  other factors that are set forth below under the section entitled “Risk Factors.”

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this prospectus. Forward-looking statements are not guarantees of future performance. They have not been reviewed by our auditors.

All written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except as required by law, we do not assume any obligation to update any forward-looking statements after the date of this prospectus as a result of new information or future events or developments.

v

SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus. As a result, it is not complete and does not contain all of the information that you should consider before exchanging your notes. You should read the following summary in conjunction with the more detailed information included herein.

Our Company

We are a leading global specialty biopharmaceutical company that develops, manufactures and distributes a broad range of plasma derivative products. These protein-based therapies extend and enhance the lives of individuals who suffer from chronic and acute, often life-threatening, conditions, such as primary and secondary immunological deficiencies, chronic inflammatory demyelinating polyneuropathy (“CIDP”), alpha-1 antitrypsin deficiency and related emphysema, immune-mediated idiopathic thrombocytopenic purpura (“ITP”), Guillain Barré syndrome, Kawasaki disease, allogeneic bone marrow transplants, CPI, hemophilia A and B, von Willebrand disease, traumatic or hemorrhagic shock and severe burns. We also specialize in providing infusion solutions, nutrition products, medical devices, diagnostic instrumentation and reagents for use in hospitals and clinics.

On June 1, 2011, we acquired 100% of the share capital of Talecris Biotherapeutics Holdings Corp., a Delaware corporation, making us one of the world’s largest producers of plasma derivative products. For a discussion of our acquisition of Talecris, see the section below entitled “Business — The Acquisition and Related Financing Events.”

Our products are used by healthcare providers in more than 100 countries. As a result of the acquisition, we operate 147 plasma collection centers, 145 of which are licensed by the United States Food and Drug Administration (the “FDA”) and two are awaiting FDA approval. Our plasma derivative products are manufactured at our plasma fractionation plants near Barcelona, Spain and in Los Angeles, California, Melville, New York and Clayton, North Carolina. We have product licenses from the FDA for the sale in the United States of intravenous immunoglobulin (“IVIG”), alpha-1 proteinase inhibitor (“A1PI”), albumin, anti-hemophilic blood clotting factor (“Factor VIII”), blood clotting factor ix (“Factor IX”), an antithrombin in plasma which inactivates thrombin (“Antithrombin III”) and prothrombin complex concentrates (“PTC”), as well as licenses for the sale of these and other products in Canada, Europe, Latin America and Asia.

For the fiscal year ended December 31, 2010 and the six months ended June 30, 2011, we reported revenues of €990.7 million and €635.3 million, respectively. For the six months ended June 30, 2011, our pro forma revenues, giving effect to the acquisition of Talecris as of January 1, 2011, would have been €1,139.4 million.

Our Class A and Class B (non-voting) shares are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (the “Spanish Stock Exchanges”) and quoted on the Automated Quotation System of the Spanish Stock Exchanges under the symbol “GRF” and “GRF.P,” respectively. Our American Depository Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), representing our Class B shares are listed in the United States on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “GRFS.”

Plasma Industry Overview

Our key products are derived from human plasma. Plasma, a liquid that accounts for approximately 50% of blood, is obtained after blood is separated via centrifugation into plasma, red blood cells, white blood cells and platelets. Collected plasma is fractionated to isolate component proteins, which are then purified. Proteins are the key component of plasma, accounting for 7% of plasma’s composition. The proteins include albumin, globulins, coagulation factors and other proteins. The four largest selling plasma proteins, which together constituted approximately 74% of plasma derived product sales in the world in 2008 and 78% in the United States in 2010, are IVIG, Factor VIII, albumin and A1PI. There are hundreds of proteins present in plasma; however, only a handful of these proteins have been utilized for therapeutic applications to date.

According to the Marketing Research Bureau (“MRB”), the human plasma-derived products industry has demonstrated revenue growth at a compound annual rate of approximately 6.8% globally from 1994 through

1

2008, with worldwide sales of approximately $11.8 billion in 2008. Sales in the United States have grown at a compound annual rate of approximately 9% from 1993 through 2010, with sales of $4.8 billion in 2010, representing a 3.2% increase over 2009, according to the MRB. Although the industry has experienced consistent worldwide growth in demand, a more balanced supply and demand dynamic has moderated price increases. Demand for plasma derivatives has grown substantially through active management of disease, the discovery of new therapeutic applications, the development of new products and the increase in prophylactic use. The two main regions in the world for the sales of plasma derivatives in 2008 were North America (defined by the MRB as the United States and Canada) and Europe, which together represent 73% of global sales of plasma-derived therapies.

The policy of the World Health Organization and many European jurisdictions is based on a recommendation that blood and its derivatives be obtained from voluntary, altruistic donors. Payment to donors is prohibited in most European countries; however the United States permits payment to donors. Because of this limitation, most European countries are unable to meet their supply requirements and rely on the United States paid donations to fill the supply gap. The United States supplies approximately 60% of the world’s plasma. Effectively, the United States only permits the sale of plasma derivative products that have been manufactured with plasma collected in the United States. In addition, plasma collected in the United States can be used in plasma derivative products sold in most world markets, whereas plasma collected in Europe is generally used only in the country where it is obtained.

Operating Divisions

We organize our business into four divisions: Bioscience, Hospital, Diagnostic and Raw Materials. Subsequent to the acquisition, Talecris’ operations have been incorporated into our existing Bioscience division.

Bioscience.  The Bioscience division includes activities relating to the manufacture of plasma derivatives for therapeutic use, including the reception, analysis, quarantine, classification, fractionation and purification of plasma, and the sale and distribution of end products. The main types of plasma products manufactured by us are IVIG, Factor VIII, A1PI and albumin. We also manufacture hyperimmune immunoglobulins, Antithrombin III, Factor IX and PTC. The Bioscience division, which accounts for a majority of our total net sales, accounted for €773.4 million, or 78.1%, and €521.5 million, or 82.1%, and of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

Hospital.  The Hospital division manufactures and, in certain instances installs, products that are used by and in hospitals, such as parenteral solutions and enteral and parenteral nutritional fluids, which are sold almost exclusively in Spain and Portugal, and which accounted for €89.6 million, or 9.0%, and €49.3 million, or 7.8%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011 respectively. We believe we are the leading provider of intravenous therapy in Spain, with a 34% market share.

Diagnostic.  The Diagnostic division focuses on researching, developing, manufacturing and marketing in vitro diagnostics products including analytical instruments and reagents for diagnostics, as well as blood bank products. We concentrate our Diagnostic business in three areas: immunohematology, hemostasis and immunology. The Diagnostic division’s main customers are blood donation centers, clinical analysis laboratories and hospital immunohematology services. The division also manufactures and distributes blood collection bags and other disposables. The Diagnostic division accounted for €109.1 million, or 11.0% and €56.8 million, or 8.9%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

Raw Materials.  The Raw Materials division includes the sale of intermediate pastes and plasma to third parties, which accounted for €4.8 million, or 0.5%, and €1.7 million, or 0.3%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively. Sales of the Raw Materials division are used to optimize inventory levels with the aim of striking a better balance between plasma collections and fractionation needs.

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Competitive Strengths

We believe we have a number of competitive strengths, including:

Global Player with an Established Presence in the Two Largest Plasma Derivatives Markets

We are the third largest producer of plasma products with operations in more than 100 countries with a direct presence in 24 countries. We have an established presence in North America and Europe, which are the two largest plasma derivatives sales regions in the world, accounting for approximately $8.6 billion or 73% of the $11.8 billion in total worldwide sales in 2008. North America and the European Union accounted for 81.8% of our total revenues in the Bioscience division in the six months ended June 30, 2011. Our acquisition of Talecris has allowed us to further expand our presence in the United States. We also have a presence in fast growing sales regions including Asia (Malaysia, China and Thailand), Japan, Canada, Australia and Latin America (Mexico, Colombia, Argentina, Chile and Brazil). In addition, we operate nine manufacturing facilities located in the United States, Spain, Mexico, Switzerland and Australia.

Vertically Integrated Business Model with a Secure Supply of United States Source Plasma

We are a vertically integrated global producer of plasma derivatives. Our activities include sourcing raw material, manufacturing various plasma derivative products and sales and distribution of the final products to healthcare providers.

We have expanded our plasma collection network through a combination of organic growth and acquisitions and the opening of new plasma collection centers. Our acquisitions of SeraCare (now renamed Biomat USA) in 2002, PlasmaCare, Inc. in 2006, eight plasma collection centers from a subsidiary of Baxter Healthcare Corporation in 2006, four plasma collection centers from Bio-Medics, Inc. in 2007, and one plasma collection center from Amerihealth Plasma LLC in 2008 have given us reliable access to United States source plasma. In 2010, we collected 2.6 million liters of plasma from our plasma centers. Our acquisition of Talecris in June 2011 expanded our network by an additional 67 centers. Following the acquisition, we have 147 plasma collection centers in the United States, which in the six months ended June 30, 2011, collected 2.8 million liters of plasma combined.

By decreasing our reliance on third parties for plasma and having a secure supply of United States source plasma, a critical operational requirement in our business, we are able to better ensure the availability of plasma for our manufacturing needs, assure the quality of the plasma throughout the manufacturing process, better control plasma costs and improve our margins.

State-of-the-Art, FDA-Approved Manufacturing Facilities in Spain and the United States

We have state-of-the-art plasma derivatives manufacturing facilities that are highly efficient and safe. All of our fractionation facilities, other than the Melville facility, have European Medicine Agency (“EMEA”) certification. Our plasma fractionation plant located in Parets del Vallès, near Barcelona, Spain, is licensed by the FDA for the production of albumin and IVIG. The Parets del Vallès facility has a unique design that separates the maintenance area from the clean areas required for the fractionation and purification procedures. This design, which we developed in-house, minimizes the risk of contamination and reduces maintenance costs.

In July 2003, we acquired Alpha Therapeutic Corporation’s plasma fractionation business, which included a plasma fractionation plant in Los Angeles, California, certain inventories, patents, FDA approved licenses for plasma derivative products in the United States and product licenses and marketing and distribution structures in Europe and Asia. This acquisition helped us increase our fractionation capacity and expand our presence in the United States market. We have made significant capital investments in the plant, including the construction of purification and aseptic filling areas for coagulation factors and albumin, which were completed in 2006 and 2009, and an increase of the fractionation capacity by 0.7 million liters to 2.2 million liters, which was approved by the FDA during 2009.

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As a result of the acquisition of Talecris we obtained an additional fractionation facility in Clayton, North Carolina. The Clayton facility is one the world’s largest integrated protein manufacturing sites, including fractionation, purification and aseptic filling and finishing of plasma-derived proteins with a fractionation capacity of approximately 2.6 million liters of plasma per year. Over the last 15 years, the facility in Clayton has benefited from roughly $699 million of capital investment, including compliance enhancements, general site infrastructure upgrades, capacity expansions and new facilities, such as its chromatographic purification facilities and its high-capacity sterile filling facility.

In connection with the acquisition and pursuant to the Consent Agreement (as defined below), Talecris’ Melville, New York facility was sold to Kedrion S.p.A. We now lease and operate the Melville facility to produce intermediate pastes which are further purified into final products at the Clayton facility. See “Business — The Acquisition and Related Financing Events.” The Melville facility has a fractionation capacity of approximately 1.6 million liters of plasma per year, which, when combined with the added capacity from the Clayton facility, has increased our fractionation capacity by approximately 98%.

Our current production processes for IVIG and Factor VIII have been approved by the FDA as has the use of the intermediate pastes created as raw material at the Barcelona and Los Angeles plants, giving us increased production efficiency and flexibility. On July 21, 2011, we obtained FDA approval for the utilization of the intermediate product Fraction II+III made at our Los Angeles’ plant to be further purified at the Clayton facility to obtain Gamunex, a product we acquired in the acquisition of Talecris. We are pursuing additional opportunities to use intermediates produced at our Grifols plants in the previously Talecris-owned facilities as well as intermediates from the previously Talecris-owned facilities in our Grifols facilities.

Strong Reputation for Safety and Reliable Service

We have never experienced a recall of any of our finished biological products, although certain of our other products have been subject to non-material recalls. Prior to the acquisition, Talecris had four recalls of its finished biological products. Our philosophy is that the health of the plasma donor and the patient recipients of our drugs is the paramount consideration. We believe that our safety philosophy is consistent with our business objective of generating profit. We also believe that we have a strong reputation for safety, making our products particularly attractive to customers. Our vertically integrated business model allows us to assure the safety and quality of our plasma derivative products through the implementation of our own safety standards throughout each stage of production.

We adopted and maintain rigorous safety standards that exceed those required by health authorities in Europe and the United States and actively invest in the continued improvement of our manufacturing facilities and plasma fractionation process. In 2006, we developed a new sterile filling and purification area for our Los Angeles, California plant, and developed a nanofiltration area for our Parets del Vallès plant. Additionally, we developed the nanofiltration method of viral elimination of our IVIG and Antithrombin III products.

We require our management to adhere to a formal code of ethical conduct. By signing the formal code of ethical conduct, our managers commit to making our products the safest and most effective on the market. The code imposes the obligation on each manager to report any ethical concerns directly to our Board of Directors. Our high safety standards and reliability have helped us establish and maintain successful long-term relationships with key customers and physicians worldwide. We believe the strength of our reputation positions us favorably as we continue to expand our business.

We maintain standards consistent with other industry participants with regard to infectious disease screening and quarantine of units. For example, source plasma inventory is held for not less than 60 days. Some of our additional safety policies include look-back procedures for seroconversion and ongoing testing of donations for a 12-month period after a negative donation. We have also introduced innovative methods such as the PediGri system. This system allows the physician to track the origin of the fractionated product prescribed to patients back to the source donor, providing full traceability of plasmatic raw material throughout the plasma supply-chain.

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High-Quality, Industry-Leading Plasma Derivative and Diagnostic Products

Our plasma derivative product portfolio includes a broad range of reliable, high-quality products that improve patient care. Our Factor VIII/von Willebrand Factor product is used both for the treatment of hemophilia and von Willebrand disease. We believe that the von Willebrand market segment will grow at a higher rate than the overall Factor VIII market. In addition, we offer our albumin product with a reduced aluminum content, meeting European requirements and making our albumin product more attractive to biotechnology companies and genetic labs, as well as hospitals and physicians.

Our acquisition of Talecris expanded our portfolio of IVIG and A1PI products. Gamunex IVIG, which was launched in North America in 2003 as a premium ready-to-use liquid IVIG product, is one of the leading products in the IVIG segment with a 24% share of United States sales in 2010 according to MRB. We believe Gamunex IVIG is considered to be the industry benchmark due to a comprehensive set of differentiated product characteristics that have positioned it as the premium product in its category since its launch. We manufacture the only IVIG products approved for CIDP in the United States and Canada and, through mutual recognition procedures, in 16 European countries. The CIDP indication approval makes certain of the IVIG products that we manufacture the only IVIG products approved for use in a neurological indication in North America. According to an independent survey by Harris Interactive, CIDP is the largest IVIG segment in the United States, representing 29% of total unit volume. This same survey estimated that the FDA’s approval of IVIG for CIDP may double Gamunex’s licensed market access to 61% of total United States IVIG unit volume. Further, the FDA granted Gamunex IVIG orphan drug status, which provides marketing exclusivity for the CIDP indication in the United States through September 2015. In addition, following the acquisition of Talecris we are the world’s largest producer of A1PI, which is used for the treatment of A1PI deficiency-related emphysema. In 2010, Prolastin A1PI had a 64% share of sales in the United States. In 2008, it had an 87% share of sales in Europe, where it is licensed in 15 countries, and it only competes with another licensed A1PI product in France. Prolastin-C is also the only licensed A1PI product in Canada.

We have focused our product offerings in the diagnostic market in three distinct submarkets, immunohematology, hemostasis and immunology. Our Diagnostic division has developed state-of-the-art automated analyzers for each of these submarkets. In the immunohematology field, our Wadiana and Erytra analyzers are fully automated instruments with high processing capacities for pre-transfusion compatibility tests using the gel agglutination technique. In the hemostasis field, our Q Coagulometer is an automated instrument used for coagulation tests. In the immunology field, our Triturus analyzers completely automate enzyme immunoassays for hospital laboratories.

Over 70-Year History of Successful Innovation

We have a strong track record as an innovator in the industry, focusing on three areas: (i) discovering and developing new products, (ii) researching new applications for existing products and (iii) improving our manufacturing processes to increase yields, safety and efficiency. For example, we developed a unique fractionation design that reduces the risk of contamination, reduces maintenance costs and increases the amount of product extracted per liter of plasma. We have also developed the first centrifugation unit for the automated cleaning of blood cells, known as the Coombs test. In addition, we were one of the first fractionators to conduct double viral inactivation processes for Factor VIII and have designed and implemented a new process for the sterile filling of vials that reduces exposure to potential contaminants as compared to other existing processes. We have recently developed a nanofiltration method of viral inactivation for our IVIG and Antithrombin III products. We believe that adoption of novel policies and methodologies have raised industry standards and made us a leader in safety and product quality.

Talecris was the developer of the first ready-to-use 10% liquid IVIG product in North America and the first A1PI product in the world. Talecris applied new developments in protein purification, including caprylate and chromatography technologies, to produce and sell a third-generation IVIG product. Talecris’ next generation A1PI product, Prolastin-C A1PI, was approved by the FDA and Health Canada. In March 2010, Talecris

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launched Prolastin-C A1PI in the United States and in the third quarter of 2010 in Canada. Talecris completed the conversion of its existing U.S. and Canadian Prolastin A1PI patients to Prolastin-C A1PI during 2010. Presently, additional clinical trials are being required by European authorities as a precursor to Prolastin-C A1PI approval in Europe. In October 2010, the FDA approved Gamunex-C for the subcutaneous route of administration for the treatment of primary immunodeficiency. Additionally, Talecris received approval for and we are proceeding with a proof of concept trial for plasma-derived Plasmin to treat ischemic stroke in six countries outside of the United States.

Experienced and Committed Management Team

We have an experienced and committed management team. The President and Chief Executive Officer, Victor Grifols Roura, is the grandson of our founder and has held his current office for over 26 years. The President of our Global Industrial Division, Juan Ignacio Twose Roura, has been associated with Grifols and our predecessor for more than 37 years. The President of our Global Commercial Division, Ramón Riera, has been associated with Grifols and our predecessor for more than 33 years. Our Chief Financial Officer, Alfredo Arroyo, has been associated with Grifols for five years. The President of U.S. Operations and Chief Executive Officer of Grifols Inc., Gregory Gene Rich, has been in the industry for nearly 31 years.

Our Business Strategy

Our objective is to consolidate and expand our leadership position in the plasma derivative product industry by employing the following strategies:

Expand Our Presence Internationally, Including in Emerging Markets

Geographical diversification is a cornerstone of our strategy. We currently operate in more than 100 countries with a direct presence in 24 countries.

Certain sales regions are expected to experience significant growth driven by enhanced socioeconomic conditions and more informed patients who are demanding better quality medical care, as well as increasing government healthcare spending on plasma derivative products in some of these markets. In Latin America and the Asia-Pacific region, we are expanding our presence by establishing and strengthening relationships with distributors as well as obtaining additional product licenses. Our presence and experience in Latin America, in countries such as Mexico, Colombia, Argentina, Chile and Brazil, where we have been marketing and selling products for over 20 years, has positioned us to benefit from this potential growth in both the Bioscience and Diagnostic divisions. In addition, our acquisition of product licenses and marketing and distribution structures in Asia has helped accelerate the development of our presence in that region. In the Asia-Pacific region, we have established a presence through our subsidiaries and representative offices in Malaysia, China, Thailand, Singapore and Japan. Additionally, we have a license to market the latest generation IVIG in Australia, which gives us the opportunity to reach a country that has one of the highest levels of IVIG consumption per capita.

Additionally, in March 2009, in a €25 million transaction, we acquired 49% of the profit-sharing rights and 99% of the voting rights in Woolloomooloo Holdings Pty Ltd., the holding company of an Australian-Swiss group that distributes diagnostic products in Australia and Switzerland and has a manufacturing facility in Switzerland, demonstrating our continued focus on international expansion and acquisitions that generate synergies. In August 2011, we acquired the remaining outstanding capital stock and now hold 100% of the stock and voting rights of the company.

Continue Investment in Research and Development, Innovation and New Facilities

Research and development is a significant aspect of our business. We have recently increased investments in research and development, in particular to develop the possible use of albumin in treating Alzheimer’s disease, as well as other projects relating to future biotechnological developments. Recent product developments include Niuliva, an anti-hepatitis B intravenous immunoglobin, launched in Italy, Spain and Latin America at the start of 2010, and Flebogamma DIF, the latest generation intravenous immunoglobulin, with licenses for marketing in

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the United States and Europe, with additional licenses expected in Latin America and Asia. We spent more than €36.6 million in 2010 on research and development, a 3.7% increase in comparison to 2009. As of June 30, 2011, we had approximately 706 scientists and support staff dedicated to research and development.

We are currently implementing a €690 million investment plan over 2011 to 2015 of which we have approximately €300 million still outstanding under the plan. As part of the plan, we are constructing new fractionation facilities in Clayton, North Carolina and Parets del Vallès, Barcelona. Construction of and the receipt of the necessary approvals for the new Clayton facility is expected to be completed in 2015. We expect this new facility to increase our fractionation capacity by six million liters. Construction of and the receipt of the necessary approvals for the new Parets del Vallès facility is expected to be completed in 2014 and will increase our fractionation capacity by an additional one million liters. We also began construction on a new plant in Murcia, Spain in 2009 that will enable us to increase the production capacity of non-pvc parenteral solutions by 15 million units per year. The facility is expected to be operational in 2012.

We are also focused on expanding our existing facilities. In 2010, we completed the construction of a new IVIG plant in Los Angeles, United States, which we believe will be operational within the next year. In 2009, we completed construction of a new raw materials warehouse and new research and development and control laboratories at our industrial complex in Parets del Vallès, Barcelona and new corporate offices in Sant Cugat, Barcelona. In 2010, we completed construction on a new production plant in Barcelona for “fibrin glue”, a new product combining human plasma proteins, fibrinogen and thrombin which, when combined, act as a biological glue. Also in 2010, we completed construction on a new plasma analysis laboratory in the United States in San Marcos, Texas. This new laboratory near our existing facilities will enable us to cope with the increasing volumes of plasma that we must analyze.

Expand Our Product Offerings

Our research and development team, whose work is primarily concentrated on the Bioscience division, will continue to seek to develop new plasma derivative products as well as new applications for our existing plasma derivative products. We also seek to leverage our plasma derivative product portfolio by offering diagnostic and hospital products developed by our research and development team or by premier healthcare companies with which we maintain distribution agreements. We believe that by increasing the number of products we offer, we can generate higher revenues, diversify our product base and facilitate our entry into new markets. In addition, we also believe that a one-stop shopping approach offering a broader range of complementary, high-quality products is particularly attractive to our existing and potential customers.

We are pursuing new plasma products, including two versions of Plasmin. We recently completed a Phase I clinical trial for the use of one version of Plasmin for the treatment of peripheral arterial occlusive disease (“aPAO”). In addition we are applying a commercial process to another version of Plasmin in order to produce a recombinant form of Plasmin to treat ischemic stroke. Additionally, we are evaluating whether to continue Talecris’ research into recombinant versions of Factor VIII and A1PI through the use of human cell lines. If successful, the development of these therapies could significantly improve our revenue and profitability.

The integration of Talecris gave us (i) a broad range of key products addressing a variety of therapeutic areas such as neurology, immunology, pulmonology and hematology, among others and (ii) enhanced our research and development pipeline with complementary products and new recombinant projects that we are evaluating, all of which we expect will further expand our broad product offerings.

The Acquisition and Related Financing Events

On June 1, 2011, pursuant to the Agreement and Plan of Merger, dated as of June 6, 2010 (the “Merger Agreement”), by and among Talecris, Merger Sub, Grifols, S.A. and Grifols Inc., as amended by Amendment No. 1, dated November 4, 2010, we completed our acquisition of Talecris, for a total of $3.7 billion. The acquisition was effected through (i) the merger of Talecris with and into Stream Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of Talecris (“Merger Sub”), and (ii) the immediately subsequent merger of Grifols Inc., a Delaware corporation and wholly owned subsidiary of Grifols, S.A., with and into

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Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Grifols, S.A. Merger Sub was subsequently renamed Grifols Inc. (the “Issuer”).

In connection with the consummation of the acquisition, each share of Talecris common stock, par value $0.01 per share, was converted into the right to receive $19 in cash and 0.6485 (or 0.641 for Talecris directors and Talecris Holdings, LLC) of a non-voting (Class B) share of Grifols, S.A. and cash in lieu of fractional Class B shares and any cash representing dividends or other distributions payable in accordance with the Merger Agreement. ADSs representing our Class B shares are listed on the NASDAQ Global Select Market under the symbol “GRFS.”

On April 29, 2011, Grifols, S.A. and Talecris entered into an Agreement Containing Consent Orders (the “Consent Agreement”) with the staff of the Bureau of Competition of the U.S. Federal Trade Commission (“FTC”) which provided for certain conditions to the closing of the acquisition. The FTC accepted the Consent Agreement for public comment on May 31, 2011. The Consent Agreement required us to divest certain assets to Kedrion S.p.A. (“Kedrion”). As required by the Consent Agreement we satisfied all necessary conditions within ten days of the completion of the acquisition. Our next compliance report to the FTC is due in 2012.

In order to finance the cash portion of the acquisition consideration and repay existing indebtedness, on November 23, 2010, we entered into a credit and guaranty agreement, which provided for senior term loans aggregating $2.5 billion and €440 million (the “Senior Term Loans”) and revolving credit facilities in the amounts of $50 million, €36.7 million and the $200 million equivalent in multicurrencies (the “Revolving Credit Facilities,” and together with the Senior Term Loans, the “Senior Credit Facilities”). On June 1, 2011, upon completion of the acquisition, we closed the Senior Credit Facilities and the lenders funded their commitments thereunder. As of June 30, 2011, no amounts have been drawn on the Revolving Credit Facilities. For a summary of the material terms of the Senior Credit Facilities, see the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness — Senior Credit Facilities.”

In addition, on January 21, 2011, Giant Funding Corp. (the “Escrow Corp.”), an escrow company formed solely for the purpose of issuing the existing notes to partially fund the acquisition and repay existing indebtedness, completed a private offering of the existing notes. The proceeds of the offering of the existing notes were held in an escrow account pending completion of the acquisition and the satisfaction of other conditions. On June 1, 2011, upon completion of the acquisition, Escrow Corp. was merged with and into the Issuer, and the Issuer assumed all of Escrow Corp.’s obligations under the existing notes and the indenture.

In addition, upon consummation of the acquisition, the Issuer, the Parent Guarantor (as defined below) and the initial Subsidiary Guarantors (as defined below) executed joinders to a registration rights agreement that had been entered into by Escrow Corp. and the initial purchasers of the existing notes on January 21, 2011. Pursuant to the registration rights agreement, the Issuer, the Parent Guarantor and the initial Subsidiary Guarantors agreed, for the benefit of the holders of the existing notes, at our cost, to file the registration statement of which this prospectus forms a part and to complete an exchange offer for the existing notes. For a summary of the material terms of the notes, see the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness — 8.25% Senior Notes due 2018.”

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Corporate Structure

The diagram below depicts, in simplified form, our corporate structure. The diagram below does not reflect all subsidiaries of Grifols, S.A. All company ownership is 100% unless otherwise indicated.

Risk Factors

Prospective investors should carefully consider the information set out under “Risk Factors,” including, without limitation, risks related to our business and risks related to the healthcare industry, and other information set out in the prospectus.

Our Corporate Information

We were incorporated in Spain in 1987 under the name Grupo Grifols, S.A. and changed our name to Grifols, S.A. in 2005. Our principal executive offices are located at Avinguda de la Generalitat, 152-158, Parc de Negocis Can Sant Joan, Sant Cugat del Vallès, 08174, Barcelona, Spain. Our telephone number is (34) 935-710-500. Our internet address is www.grifols.com. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following is a summary of our historical consolidated financial data for the periods ended and at the dates indicated below. You are encouraged to read this information together with the consolidated financial statements and the related footnotes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following table presents our consolidated financial data for the periods and as of the dates indicated. Our consolidated balance sheet data as of December 31, 2010 and 2009 and our consolidated statement of operations data for the years ended December 31, 2010, 2009 and 2008 is derived from our audited consolidated financial statements for those years, which are included elsewhere in this prospectus. Our consolidated balance sheet data as of December 31, 2008, 2007 and 2006 and our consolidated statement of operations data for the years ended December 31, 2007 and 2006 is derived from our unaudited consolidated financial statements for those years, which are not included in this prospectus.

The unaudited condensed consolidated interim financial data for the six months ended June 30, 2011 and 2010 and as of June 30, 2011 have been derived from our unaudited condensed consolidated interim financial statements as of and for the six months ended June 30, 2011, which are included elsewhere in this prospectus. In our opinion, the unaudited condensed consolidated interim financial statements have been prepared on the same basis as our annual audited consolidated financial statements and contain all material adjustments (consisting of normal recurring accruals and adjustments) necessary for a fair presentation of our financial position and results of operations. Operating results for the six months ended June 30, 2011 are not necessarily indicative of results that may be expected for the year ending December 31, 2011.

Our consolidated financial statements are presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). For additional information, see our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

Consolidated Balance Sheet Data:

	As of December 31,										As of June 30,
	2006		2007		2008		2009		2010		2011
	(In thousands of Euros)
ASSETS
Non-current assets
Intangible assets
Goodwill		150,820		150,243		158,567		174,000		189,448		2,281,696
Other intangible assets		60,850		57,223		57,756		69,385		78,299		128,474
Total intangible assets		211,670		207,466		216,323		243,385		267,747		2,410,170
Property, plant and equipment		184,993		201,332		301,009		371,705		434,131		639,735
Investments in equity accounted investees		253		243		374		383		598		3,546
Non-current financial assets		2,012		891		1,636		3,731		7,535		41,667
Deferred tax assets		41,452		34,110		34,297		33,395		34,889		139,435
Total non-current assets		440,380		444,042		553,639		652,599		744,900		3,234,553
Current assets
Inventories		235,475		270,659		373,098		484,462		527,865		997,826
Trade and other receivables
Trade receivables		173,053		174,351		186,324		207,840		224,355		405,450
Other receivables		22,588		28,624		43,443		39,540		44,032		48,971
Current income tax assets		3,710		2,402		5,428		7,802		14,607		41,029
Trade and other receivables		199,351		205,377		235,195		255,182		282,994		495,450
Other current financial assets		6,232		7,600		6,680		8,217		12,946		19,254
Other current assets		5,353		6,201		5,259		7,345		80,628		13,344
Cash and cash equivalents		26,883		5,690		6,368		249,372		239,649		583,792
Total current assets		473,294		495,527		626,600		1,004,578		1,144,082		2,109,666
Total Assets		913,674		939,569		1,180,239		1,657,177		1,888,982		5,344,219

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	As of December 31,															As of June 30,
	2006			2007			2008			2009			2010			2011
	(In thousands of Euros)
EQUITY AND LIABILITIES
Equity
Share capital		106,532			106,532			106,532			106,532			106,532			114,914
Reserves		284,092			316,440			369,471			436,705			525,406			1,460,037
Own shares		—			(28,893	)		(33,087	)		(677	)		(1,927	)		(1,927	)
Interim dividend		—			—			—			(31,960	)		—			—
Profit for the year attributable to the Parent		45,394			87,774			121,728			147,972			115,513			19,269
Total equity		436,018			481,853			564,644			658,572			745,524			1,592,293
Available-for-sale financial assets		(52	)		(152	)		(158	)		—			—			(575	)
Cash flow hedges		—			—			—			(1,948	)		(1,751	)		(2,331	)
Translation differences		(68,022	)		(98,516	)		(84,457	)		(90,253	)		(50,733	)		(88,734	)
Other comprehensive income		(68,074	)		(98,668	)		(84,615	)		(92,201	)		(52,484	)		(91,640	)
Equity attributable to the Parent		367,944			383,185			480,029			566,371			693,040			1,500,653
Minority interest		408			981			1,250			12,157			14,350			12,941
Total Equity		368,352			384,166			481,279			578,528			707,390			1,513,594
Non-current liabilities
Grants		4,819			4,545			2,353			2,311			2,088			1,815
Provisions		902			999			3,045			1,232			1,378			10,461
Non-current financial liabilities
Loans and borrowings, bonds and other marketable securities		198,329			178,425			311,513			703,186			665,385			2,642,944
Other financial liabilities		12,646			11,064			12,542			12,552			10,474			72,400
Total non-current financial liabilities		210,975			189,489			324,055			715,738			675,859			2,715,344
Deferred tax liabilities		45,862			43,794			51,969			60,325			79,141			140,075
Total non-current liabilities		262,558			238,827			381,422			779,606			758,466			2,867,695
Current liabilities
Provisions		3,890			3,957			3,830			4,702			4,365			35,828
Current financial liabilities
Loans and borrowings, bonds and other marketable securities		138,123			177,540			147,547			113,991			191,635			507,374
Other financial liabilities		31,583			9,555			9,685			12,230			18,236			17,336
Total current financial liabilities		169,706			187,095			157,232			126,221			209,871			524,710
Debts with associates		—			—			—			—			1,162			2,352
Trade and other payables
Suppliers		67,401			90,790			107,613			120,909			160,678			266,393
Other payables		23,282			11,396			9,068			17,832			11,928			25,618
Current income tax liabilities		4,345			3,770			16,362			3,258			4,172			27,227
Total trade and other payables		95,028			105,956			133,043			141,999			176,778			319,238
Other current liabilities		14,140			19,568			23,433			26,121			30,950			80,802
Total current liabilities		282,764			316,576			317,538			299,043			423,126			962,930
Total Liabilities		545,322			555,403			698,960			1,078,649			1,181,592			3,830,625
Total Equity and Liabilities		913,674			939,569			1,180,239			1,657,177			1,888,982			5,344,219

11

Consolidated Statement of Operations Data:

																For the Six Months
	For the Year Ended December 31,															Ended June 30,
	2006			2007			2008			2009			2010			2010			2011
	(In thousands of Euros, except share amounts)
Revenues		648,417			703,291			814,311			913,186			990,730			487,809			635,341
Changes in inventories of finished goods and work in progress		(21,631	)		16,882			31,058			73,093			45,749			41,209			2,757
Self-constructed non-current assets		12,472			19,860			25,794			41,142			33,513			16,051			32,346
Supplies		(181,541	)		(196,308	)		(206,738	)		(286,274	)		(304,818	)		(157,107	)		(175,142	)
Other operating income		380			2,322			1,289			1,443			1,196			631			1,009
Personnel expenses		(184,730	)		(209,049	)		(238,159	)		(273,168	)		(289,008	)		(141,972	)		(183,727	)
Other operating expenses		(143,477	)		(158,273	)		(192,288	)		(203,381	)		(205,260	)		(98,279	)		(155,532	)
Amortization and depreciation		(29,357	)		(31,528	)		(33,256	)		(39,554	)		(45,776	)		(21,434	)		(28,156	)
Transaction costs of Talecris business combination		—			—			—			—			(16,999	)		(2,019	)		(38,607	)
Non-financial and other capital grants		531			282			2,941			1,188			728			550			742
Impairment and gains/(losses) on disposal of fixed assets		(574	)		(1,125	)		(1,991	)		(1,147	)		(372	)		681			(22,302	)
Results from operating activities		100,490			146,354			202,961			226,528			209,683			126,120			68,729
Finance income		4,667			4,526			2,682			7,067			4,526			2,179			1,761
Finance expenses		(42,140	)		(23,523	)		(29,305	)		(27,087	)		(49,660	)		(25,285	)		(55,546	)
Change in fair value of financial instruments		1,480			829			(1,268	)		(587	)		(7,593	)		(15,404	)		13,945
Impairment of gains/(losses) on disposal of financial instruments		—			—			—			(245	)		91			—			—
Exchange losses		(1,064	)		(4,618	)		(2,825	)		(1,733	)		1,616			1,970			(2,122	)
Finance income and expense		(37,057	)		(22,786	)		(30,716	)		(22,585	)		(51,020	)		(36,540	)		(41,962	)
Share of profit of equity accounted investees		76			19			24			51			(879	)		(728	)		(807	)
Profit before income tax from continuing operations		63,509			123,587			172,269			203,994			157,784			88,852			25,960
Income tax expense		(17,824	)		(35,239	)		(50,153	)		(56,424	)		(42,517	)		(23,022	)		(7,347	)
Profit after income tax from continuing operations		45,685			88,348			122,116			147,570			115,267			65,830			18,613
Profit attributable to equity holders of the Parent		45,394			87,774			121,728			147,972			115,513			66,408			19,269
Profit attributable to minority interest		291			574			388			(402	)		(246	)		(578	)		(656	)
Consolidated profit for the year		45,685			88,348			122,116			147,570			115,267			65,830			18,613
Basic earnings per ordinary share (Euros)		0.24			0.41			0.58			0.71			0.54			0.31			0.09
Diluted earnings per ordinary share (Euros)		0.25			0.41			0.58			0.71			0.54			0.31			0.09
Cash dividend per ordinary share (Euros)		0.06			0.06			0.17			0.38			0.13			—			—

12

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information is intended to illustrate the effect of the transaction between Grifols and Talecris. We have accounted for the transaction as an acquisition under IFRS No. 3 (revised), Business Combinations.

Presented below are the unaudited pro forma condensed combined statements of income of Grifols for the year ended December 31, 2010 and the six months ended June 30, 2011. The unaudited pro forma condensed combined income statements for the year ended December 31, 2010 and the six months ended June 30, 2011 have been prepared as though the acquisition of Talecris occurred as of January 1, 2010.

The assumptions underlying the pro forma adjustments are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been prepared based upon information derived from the following:

•  The audited consolidated financial statements of Grifols as of and for the year ended December 31, 2010, which have been prepared in accordance with IFRS as issued by the IASB and included elsewhere in this prospectus;

•  The unaudited condensed consolidated interim financial statements of Grifols as of and for the six month period ended June 30, 2011, which have been prepared in accordance with IAS 34, Interim Financial Reporting and included elsewhere in this prospectus;

•  The audited consolidated financial statements of Talecris as of and for the year ended December 31, 2010, which have been prepared in accordance with U.S. GAAP and are included elsewhere in this prospectus. These consolidated financial statements have been adjusted to IFRS and translated to euros for purposes of presentation in the unaudited pro forma condensed combined financial information.

•  The unaudited consolidated financial information of Talecris as of and for the five month period ended May 31, 2011. This consolidated financial information has been adjusted to IFRS and translated to euros for purposes of presentation in the unaudited pro forma condensed combined financial information.

The purchase price for the acquisition of Talecris was €2.6 billion based on the per share merger consideration of $19.00 in cash (translated to euros using a U.S. dollar/euro exchange rate as of May 31, 2011 of $1.4408 per €1.00) and 0.6485 (or 0.641 for Talecris specified affiliated stockholders) of a non-voting (Class B) ordinary share of Grifols and cash in lieu of fractional Class B shares and any cash representing dividends or other distributions payable in accordance with the Merger Agreement, for each share of Talecris common stock held at the time of the transaction. The value of the Class B shares has been determined based on the average of the daily median trading price of the ADSs on the NASDAQ Global Select Market from June 6 through June 28, 2011 (€9.9). The Class B shares started quotation on June 2, 2011. The purchase price is calculated using Talecris diluted shares as of May 27, 2011.

The transaction has been accounted for by Grifols using the acquisition method pursuant to IFRS 3 (revised), Business Combinations. Under the acquisition method, assets and liabilities are recorded at their fair value on the date of purchase and the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed. As of the date of this prospectus, the valuation studies necessary to finalize the fair values of the assets acquired and liabilities assumed and the related allocation of the purchase price have not been completed. Accordingly, Grifols has allocated the difference between total estimated purchase price, calculated as described under “Notes to Unaudited Pro Forma Condensed Combined Financial Information”, and net assets acquired at book value as of May 31, 2011 to “Preliminary Goodwill”. A final determination of these fair values will reflect, among other things, Grifols’ consideration of a final valuation based on the actual net tangible and intangible assets, such as acquired in-process research and development, customer relationships, developed and core technology, intellectual property, patents and trade names and contingent liabilities, that exist as of the closing date of the acquisition. Any final adjustment will change the

13

allocation of the purchase price, which will affect the fair value assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is presented for information purposes only and reflects estimates and assumptions made by Grifols’ management that it considers reasonable. It does not purport to represent what Grifols’ actual results of operations or financial condition would have been had the acquisition occurred on the dates indicated, nor is it necessarily indicative of future results of operations or financial condition. The unaudited pro forma adjustments give effect to events that are directly attributable to the acquisition and are factually supportable. In addition to the matters noted above, the unaudited condensed combined pro forma financial information does not reflect the effect of anticipated synergies and efficiencies associated with combining Grifols and Talecris.

Material nonrecurring profits and losses that result directly from the transaction have not been included in the unaudited pro forma condensed combined statement of income. Furthermore, the costs and the transaction costs related to the incremental funding needed in relation to the transaction in the form of additional debt have been included in the unaudited pro forma condensed combined statement of income. For a discussion of the such items, see “Notes to Unaudited Pro Forma Condensed Combined Financial Information”.

The unaudited condensed combined pro forma financial information should be read in conjunction with the information contained in “Selected Historical Consolidated Financial Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Grifols and Talecris appearing elsewhere in this prospectus.

14

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Six Month Period Ended June 30, 2011

	Historical			Historical
	GRIFOLS IFRS			TALECRIS IFRS
	Six Month Period			Five Month Period
	Ended June 30			Ended May 31			Pro forma			Pro Forma
	2011			2011			Adjustments			Combined
	(Note 1)			(Note 2 )			(Note 3)			GRIFOLS
	(In thousands of Euros, except share amounts)
Revenues		635,341			504,051						1,139,392
Changes in inventories of finished goods and work in		2,757			(21,862	)					(19,105	)
Self-constructed non-current assets		32,346			6,192						38,538
Supplies		(175,142	)		(91,731	)					(266,873	)
Other operating income		1,009			—						1,009
Personnel expenses		(183,727	)		(149,571	)		14,810	(c)		(318,488	)
Other operating expenses		(155,532	)		(125,456	)					(280,988	)
Amortisation and depreciation		(28,156	)		(16,387	)					(44,543	)
Transition costs of Talecris business combination		(38,607	)		(16,756	)		55,363	(b)		—
Non-financial and other capital grants		742			—						742
Impairment and gains/(losses) on disposal of fixed assets		(22,302	)		—						(22,302	)
Results from operating activities		68,729			88,480			70,173			227,382
Finance income		1,761			146						1,907
Finance expenses		(55,546	)		(13,163	)		(45,898	)(a)		(114,607	)
Change in fair value of financial instruments		13,945			1,880						15,825
Exchange gains/(losses)		(2,122	)		(2,989	)					(5,111	)
Financial income and expense		(41,962	)		(14,126	)		(45,898	)		(101,986	)
Share of (loss) profit of equity accounted investees		(807	)		234						(573	)
Profit before income tax from continuing Operations		25,960			74,588			24,275			124,823
Income tax (expense) benefit		(7,347	)		(24,991	)		(9,152	)(d)		(41,490	)
Profit after income tax from continuing operations		18,613			49,597			15,123			83,333
Profit attributable to equity holders of the Parent		19,269			49,597			15,123			83,989
Profit attributable to minority interest		(656	)		—						(656	)
Consolidated profit for the three month period		18,613			49,597			15,123			83,333
Basic earnings per share		0.09									0.39
Weighted average number of share in issue(B)		213,064,899									213,064,899
Diluted earnings per share		0.09									0.39
Weighted average number of share on fully diluted basis		213,064,899									213,064,899

(B)  The weighted average number of shares outstanding during the period has been adjusted to give effect to shares issued as consideration for the transaction as if the acquisition had taken place as of January 1, 2010.

15

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Year Ended December 31, 2010

							Pro forma
	GRIFOLS IFRS			TALECRIS IFRS			Adjustments			Pro Forma
	(Note 1)			(Note 2)			(Note 3)			GRIFOLS
	(In thousands of Euros, except share amounts)
Revenues		990,730			1,207,766						2,198,496
Changes in inventories of finished goods and work in		45,749			27,932						73,681
Self-constructed non-current assets		33,513			15,292						48,805
Supplies		(306,859	)		(319,563	)					(626,422	)
Other operating income		1,196			—						1,196
Personnel expenses		(289,008	)		(352,803	)		12,422	(c)		(629,389	)
Other operating expenses		(220,218	)		(292,504	)		37,911	(b)		(474,811	)
Amortisation and depreciation		(45,776	)		(39,235	)					(85,011	)
Non-financial and other capital grants		728			—						728
Impairment and gains/(losses) on disposal of fixed assets		(372	)		(1,124	)					(1,496	)
Results from operating activities		209,683			245,761			50,333			505,777
PCA Adjustment					(32,946	)					(32,946	)
Finance income		4,526			255						4,781
Finance expenses		(49,660	)		(34,301	)		(113,978	)(a)		(197,939	)
Change in fair value of financial instruments		(7,593	)		—						(7,593	)
Impairment of gains/(losses) on disposal of financial instruments		91			—						91
Exchange gains		1,616			3,565						5,181
Financial income and expense		(51,020	)		(63,427	)		(113,978	)		(228,425	)
Share of (loss) profit of equity accounted investees		(879	)		747						(132	)
Profit before income tax from continuing operations		157,784			183,081			(63,645	)		277,220
Income tax (expense) benefit		(42,517	)		(59,543	)		23,994	(d)		(78,066	)
Profit after income tax from continuing operations		115,267			123,538			(39,651	)		199,154
Profit attributable to equity holders of the Parent		115,513			123,538			(39,651	)		199,400
Profit attributable to minority interest		(246	)		—						(246	)
Consolidated profit for the year		115,267			123,538			(39,651	)		199,154
Basic earnings per share		0.54									0.94
Weighted average number of share in issue(B)		212,909,162									212,909,162
Diluted earnings per share		0.54									0.94
Weighted average number of share on fully diluted basis		212,909,162									212,909,162

(B)  The weighed averaged number of shares outstanding during the period has been adjusted to give effect to shares issued as consideration for the transaction as if the acquisition had taken place as of January 1, 2010.

16

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.   Historical Grifols Information

Represents the historical condensed consolidated statement of income for the six month period ended June 30, 2011 and for the year ended December 31, 2010, which have been extracted from the financial statements of Grifols, as follows:

•  unaudited condensed consolidated interim financial statements as of and for the six month period ended June 30, 2011; and

•  audited consolidated financial statements as of and for the year ended December 31, 2010.

The condensed consolidated statement of income of Grifols for the six month period ended June 30, 2011, include Talecris’ figures from the date of the acquisition June 2, 2011.

2.   Talecris Reconciliation to IFRS in Euros

Talecris’ unaudited consolidated income statement for the five-month period ended May 31, 2011 and the audited consolidated financial statements for the year ended December 31, 2010 have been prepared in accordance with U.S. GAAP, which differs in certain material respects from IFRS. In addition, certain reclassifications are required to conform the presentation of Talecris’ historical financial information to that of Grifols under IFRS. Furthermore, the referenced Talecris’ financial statements were prepared in U.S. dollars and have been translated to euros, the currency in which the Grifols financial statements have been prepared. The effects of the applications of IFRS, reclassifications and translation to euros are as follows:

17

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

Statement of Income Date:

								Statement of Income Five Month Period Ended May 31, 2011
	Historical							Historical														Ex.	Historical
	TALECRIS			Reclassifications				TALECRIS			Inventory			Capitalize			Income		TALECRIS			Rate	TALECRIS
	US GAAP Cost			to Cost				US GAAP			Recovery			R&D Cost			Taxes		IFRS Cost			(h)	IFRS as Shown
	by Function			by Nature(f)				Cost by Nature			(b)			(c)			(e)		by Nature			1.3721	in the Pro forma
	A			B				A+B
	(in thousands of $)							(in thousands of $)
																							(in thousands of €)
Net revenue
Product		691,609
Other
Total		691,609					Revenues		691,609											691,609				504,051
Cost of goods sold		(399,219	)		399,219
Gross profit		292,390
Operating expenses
Selling, general and administrative		(135,617	)		135,617
Research and development		(32,208	)		32,208
Total		(167,375	)
Income from operations		125,015
					(29,635	)	Changes in inventories of finished goods and work in progress		(29,635	)		(362	)							(29,997	)			(21,862	)
					4,199		Self-constructed non-current assets		4,199						4,297					8,496				6,192
					(125,864	)	Supplies		(125,864	)										(125,864	)			(91,731	)
					(205,227	)	Personnel expenses		(205,227	)										(205,227	)			(149,571	)
					(172,138	)	Other operating expenses		(172,138	)										(172,138	)			(124,456	)
					(13,417	)	Amortization and depreciation		(13,417	)					(9,067	)				(22,484	)			(16,387	)
					(22,991	)	Transition costs of Talecris business combin		(22,991	)										(22,991	)			(16,756	)
							Results from operating activities		126,536			(362	)		(4,770	)		—		144,395				88,480
Other non-operating (expense) income
Interest expense, net		(17,859	)		17,859
Equity in earnings of affiliate		320			(320	)
Total		(17,539	)
					(825	)	PCA judgment		(825	)										(825	)			(601	)
					202		Finance income		201											201				146
					(17,236	)	Finance expenses		(17,236	)										(17,236	)			(12,562	)
					2,580		Changes in FV of financial instruments		2,580											2,580				1,880
					(4,101	)	Exchange gains		(4,101	)										(4,101	)			(2,989	)
							Financial income and expense		(19,381	)		—			—			—		(19,381	)			(14,126	)
					321		Share of profit of equity accounted investees		321											321				234
Income before income taxes		107,476					Profit before income tax from continuing operations		107,476			(362	)		(4,770	)		—		125,335				74,588
(Provision) benefit for income taxes		(35,882	)		0		Income tax (expense) benefit		(35,882	)								1,593		(34,289	)			(24,991	)
							Profit after income tax from
Net income		71,594					continuing operations		71,594			(362	)		(4,770	)		1,593		91,046				49,597

18

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

								Statement of Income of the year ended December 31, 2010
	Historical							Historical			Adjustments to IFRS																Ex.	Historical
	TALECRIS			Reclassifications				TALECRIS			Debt		Inventory			Capitalize			Shared Based		Income			TALECRIS			Rate	TALECRIS
	US GAAP Cost			to Cost				US GAAP			Issuance		Recovery			R&D Cost			Payments		Taxes			IFRS Cost			(g)	IFRS as Shown
	by Function			by Nature(f)				Cost by Nature			Costs(a)		(b)			(c)			(d)		(e)			by Nature			1.3261	in the Pro forma
	A			B				A+B
	(In thousands of $)							(In thousands of $)
																												(In thousands of €)
Net revenue
Product		1,601,619
Other
Total		1,601,619					Revenues		1,601,619																1,601,619				1,207,766
Cost of goods sold		(911,976	)		911,976
Gross profit		689,643
Operating expenses
Selling, general and administrative		(287,011	)		287,011
Research and development		(69,649	)		69,649
Total		(356,660	)
Income from operations		332,983
					37,647		Changes in inventories of finished goods and work in progress		37,647					(606	)										37,041				27,932
					8,610		Self-constructed non-current assets		8,610								11,669								20,279				15,292
					(423,772	)	Supplies		(423,772	)															(423,772	)			(319,563	)
					(470,437	)	Personnel expenses		(470,437	)										2,585					(467,852	)			(352,803	)
					(387,890	)	Other operating expenses		(387,890	)															(387,890	)			(292,504	)
					(36,030	)	Amortization and depreciation		(36,030	)							(16,000	)							(52,030	)			(39,235	)
					(1,491	)	Impairment and gains/(losses) on disposal of fixed assets		(1,491	)															(1,491	)			(1,124	)
							Results from operating activities		328,256			—		(606	)		(4,331	)		2,585		—			325,904				245,761
Other non-operating (expense) income
Interest expense, net		(45,837	)		45,837
PCA judgment		(43,690	)		43,690		PCA judgment		(43,690	)															(43,690	)			(32,946	)
Equity in earnings of affiliate		991			(991	)
Total		(88,536	)
					338		Finance income		338																338				255
					(46,175	)	Finance expenses		(46,175	)		688													(45,487	)			(34,301	)
					4,727		Exchange gains		4,727																4,727				3,565
							expense		(84,800	)		688		—			—			—		—			(84,112	)			(63,427	)
					991		Share of profit of equity accounted investees		991																991				747
Income before income taxes		244,447					Profit before income tax from continuing operations		244,447			688		(606	)		(4,331	)		2,585		—			242,783				183,081
(Provision) benefit for income taxes		(78,379	)		0		Income tax (expense) benefit		(78,379	)												(581	)		(78,960	)			(59,543	)
							Profit after income tax from
Net income		166,068					continuing operations		166,068			688		(606	)		(4,331	)		2,585		(581	)		163,823				123,538

19

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

Adjustments for IFRS:

For purpose of the unaudited pro forma condensed combined financial information, the historical financial information of Talecris has been converted to IFRS. The adjustments deemed necessary to carry out the conversion are:

(a)  Debt Issuance Costs

The debt issuance cost adjustment reflects both (i) amounts capitalized under U.S. GAAP related to a 2009 Revolving Loan amendment that would be charged to operating expenses under IFRS; and (ii) amounts reported as long-term assets under U.S. GAAP reclassified as a reduction of long-term debt under IFRS. This adjustment resulted in an increase in profit for 2010 of $0.688 million.

(b)  Inventory Impairment Recoveries

According to U.S. GAAP, inventory impairment provisions create a new cost basis for inventory. These provisions are only recoverable upon the sale of the related inventory. IFRS permits a recovery of previous inventory impairment charges at the time the related inventory asset value is determined to be recoverable. The IFRS adjustment resulted in a decrease in profit for 2010 of $0.606 million and of $0.362 million in profit for the five-month period ended May 31, 2011.

(c)  Capitalized Research and Development Costs

Talecris expensed all research and development costs under U.S. GAAP. Certain development project costs, which represent a probable future economic benefit that may be capitalized under IFRS and amortized over the expected useful economic life of the asset, are captured in this adjustment. This adjustment resulted in a decrease in profit for 2010 of $4.431 million and of $4.770 million for the five-month period ended May 31, 2011.

(d)  Share-Based Payments

Talecris’ Long Term Incentive Plan provided for the grant of awards in the form of incentive stock options, nonqualified stock options, share appreciation rights, restricted stock, restricted stock units, unrestricted shares of common stock, deferred shared units and performance awards. Talecris’ employees, directors and consultants were eligible to receive awards under the 2009 Plan.

The fair value of Talecris’ time-based equity awards was amortized to compensation expense on a straight-line basis over the vesting period under U.S. GAAP, while such awards are amortized on an accelerated methodology under IFRS including the remeasurement of annual compensation expense at year end for the succeeding year. This adjustment resulted in a decrease in personnel expenses of $2.585 million in 2010.

(e)  Income Taxes

The income tax adjustment reflects the application of the Talecris 2009 and 2010 consolidated effective income tax rate determined under U.S. GAAP to (i) all the adjustments for IFRS that are not permanent differences for U.S. income tax provision purposes; (ii) the determination of any deferred tax assets for share-based compensation using the intrinsic value of share-based compensation considering the graded vesting methodology under IFRS and reflecting the best estimate of the actual tax benefits reasonably expected to be realized when the options are exercised; and (iii) the difference in the tax basis of intercompany profits on sales to Talecris GmbH.

The IFRS adjustment resulted in a decrease in profit in 2010 of $0.581 million and an increase of $1.593 million for the five month period ended May 31, 2011.

20

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

(f)  Reclassifications

Talecris’ U.S. GAAP consolidated statements of income for the year 2010 and for the five-month period ended May 31, 2011 were prepared on a cost by activity format and the reclassification adjustments reflected are necessary to report the statement of income in accordance with a cost by nature format under IFRS.

Currency Translation

(g) Translation to Euros

Talecris’ U.S. dollar consolidated statements of income for the year 2010 and for the five-month period ended May 31, 2011 were translated to euros using the average euro/U.S. dollar exchange rate for the year 2010 and for the five-month period ended May 31, 2011, respectively.

3.   Pro forma Adjustments

Adjustments to reflect the accounting for the acquisition of Talecris by Grifols

(a)  Debt interest expenses

The acquisition of Talecris by Grifols occurred on June 1, 2011. Upon the consummation of the transaction, holders of Talecris common stock received, for each share of Talecris common stock held at the time of the transaction, a combination of (1) $19.00 in cash and (2) 0.6485 (or 0.641 for specified Talecris affiliated stockholders) of a non-voting (Class B) ordinary share of Grifols and cash in lieu of fractional Class B shares and any cash representing dividends or other distributions payable in accordance with the Merger Agreement.

The components of the purchase price are as follows:

	(In thousands of Euros)
Purchase price:
Cash(i)		1,763,601
Fair value of shares issued(ii)		829,799
		2,593,400

(i)  Cash

Cash Consideration per Talecris Share($)(1)	19
Total Talecris Shares Outstanding	126,107,617
Cash for Talecris Shares Outstanding($)	2,396,044,723
Cash for Talecris Options / Awards (Net Method)($)	76,327,737
Cash in Lieu for Fractional Talecris Options /Awards (Net Method)($)	4,525
Cash for Talecris Options / Awards (Net Method)($)	76,332,262
Additional Cash Consideration per Fractional Share($)	19.693
Fractional Shares (from Talecris Shares Outstanding)	21.9095
Cash for Fractional Shares (Talecris Shares Outstanding)($)	431
Cash($)	2,472,377,417
Taxes Withheld on Cash Consideration (Options / Awards)($)	41,142,748
Taxes Withheld on Stock Consideration (Options / Awards)($)	27,476,748
Cash for Tax Payments (Options / Awards)($)	68,619,495
Total Cash($)	2,540,996,912
Exchange rate $/Euros(2)	1.4408
Cash in thousands of euros		1,763,601

21

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

(1)	Based on the Merger Agreement
(2)	Exchange rate $/Euro at May 31, 2011 based on the exchange rate included elsewhere in this prospectus.

(ii)  Estimated fair value of shares issued

Talecris Shares Outstanding (Affiliated Shareholders)	62,517,962
Exchange Ratio (Talecris Affiliated Shareholders)(1)	0.6410
Grifols Class B Shares (Talecris Affiliated Shareholders)	40,074,014
Fractional Shares (Talecris Affiliated Shares Outstanding)	(3.6420	)
Grifols Class B Shares to be Issued (Talecris Affiliated Shareholders)	40,074,010
Talecris Shares Outstanding (Unaffiliated Shareholders)	63,589,655
Exchange Ratio (Talecris Unaffiliated Shareholders)(2)	0.6485
Grifols Class B Shares (Talecris Unaffiliated Shareholders)	41,237,891
Fractional Shares (Talecris Unaffiliated Shares Outst.)	(18.2675	)
Grifols Class B Shares to be Issued (Talecris Unaffiliated Shareholders)	41,237,873
Grifols Class B Shares for Talecris Shares Outstanding (included Affiliated/Unaffil.)	81,311,883
Grifols Class B Shares for Talecris Options/Awards (Net Method)	2,499,805
Total Grifols Class B Shares (to be Issued by Grifols)	83,811,688
Price of Grifols Class B Shares($)(3)	14.2650
Estimated fair value of Class B Shares issued in thousands of $	1,195,574
Exchange rate $/Euros(4)	1.4408
Estimated fair value of Class B Shares issued in thousands of Euros			829,799

(1)	Based on the Merger Agreement
(2)	Based on Amendment No. 1 to the Merger Agreement
(3)	The fair value of the Class B shares has been determined based on the average of the daily median trading price of the ADSs on the NASDAQ Global Select Market from June 6 through June 28, 2011. The Class B shares started quotation on June 2, 2011.
(4)	Exchange rate $/Euro at May 31, 2011 based on the exchange rate included elsewhere in this prospectus.

(iii)  Preliminary Goodwill

The preliminary purchase price allocation to assets and liabilities is assumed to be as follows:

	(In thousands of Euros)
Net assets acquired provisional (book value) as at May 31, 2011		469,318
Purchase price		2,593,400
Preliminary goodwill(1)(2)		2,124,082

(1)

As of the date of the preparation of this unaudited pro forma condensed combined financial information, a purchase price allocation, in accordance with IFRS 3 (revised), could not be completed. When the purchase price allocation is completed, other intangible assets may be identified (i.e. licenses, in process research and development, customer relationships, etc.), which could result in a reduction of goodwill. The identification of such intangible assets could generate an amortization charge, which could have an impact on the unaudited pro forma condensed combined statement of income.

Based on preliminary assumptions for the fair value adjustments of tangible and intangible assets in connection with the purchase price allocation, such allocation represents approximately 40% of the estimated goodwill of €2,124 million as of June 30, 2011. On this basis the amount of the annual depreciation and amortization expense net of the tax effect (calculated based on statutory rates of 37.7%) would be approximately between €50 million and €60 million.

22

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

	For purposes of a potential income statement adjustment, the depreciation expense of assets was estimated based on the following residual lives, approximately 20 to 25 years for buildings, 5 to 8 years for machinery and equipment and 20 to 30 years for intangible assets. Those estimated useful lives are management’s best estimate based on the available information.
(2)	Goodwill will be denominated in U.S. Dollars and will be approximately $3.060 billion. The effect of future currency fluctuations between the Euro, which is the functional currency of Grifols, and the U.S. Dollar will be accounted for as a currency translation adjustment.

(iv)  Cash required

The cash required is the following:

	(In thousands of Euros)
Cash and cash equivalents at Grifols		149,693
Incremental debts		1,613,908
Purchase price in cash in connection with the transaction		1,763,601

(v)  Interest expenses on the incremental debt in relation to the acquisition

The financial liabilities of Grifols, S.A. and subsidiaries as at June 30, 2011 amount to €3,240 million ($4,683 million) included the incremental debt issued in June 2011 in relation to the acquisition of Talecris for an amount of €1,614 million ($2,325 million). The interest expense on this incremental debt of €113.978 million in 2010 and €45.898 million for the five month period ended May 31, 2011 were adjusted in the pro forma condensed combined statement of income for the year 2010 and six month period ended June 30, 2011 to give the effect that the transaction occurred on January 1, 2010.

Calculation of interest
expenses on the incremental debt in				Exchange		Euros
relation to the acquisition	$ Thousands			rate $/Euros		Thousands
Purchase price in cash in connection with the transaction		2,540,997			1.4408		1,763,601
Cash and cash equivalents at Talecris		(215,678	)		1.4408		(149,693	)
Incremental debt to be issued in relation to the acquisition		2,325,319					1,613,908
Average interest rate(1)		6.50	%
Period of five months ended May 31, 2011 finance expenses		62,977			1.3721		45,898
2010 Annual finance expenses		151,146			1.3261		113,978

(1) Assumed weighted average interest rate on incremental debt. A 25 basis point increase in the interest rate on the incremental debt would increase interest expense on an annual basis by €4.4 million.

(b) Acquisition related costs

Acquisition related costs are estimated as follows:

	Grifols		Talecris		Total
	(In thousands of Euros)
Acquisition related costs 2010(2)		17,000		20,911		37,911
Acquisition related costs 2011(2)		38,607		16,756		55,363
Related with debt issuance(1)		152,880				152,880
Related with capital increase and transaction related expenses		2,264				2,264
Total acquisition related costs considered in the pro formas		210,751		37,667		248,418

The acquisition costs already incurred in the year 2010 and in the six month period ended June 30, 2011 amounts to €37.911 million (Grifols €17.000 and Talecris $27.730 million (€20.911 million)) and €55.363 million (Grifols €38.607 and Talecris $22.991 million (€16.756 million)) respectively were adjusted in the unaudited pro forma

23

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

	condensed combined statement of income for the year 2010 and six month period ended June 30, 2011 to give the effect that the transaction occurred on January 1, 2010.
(1)	The acquisition costs related to debt issuance are estimated based on the incremental debt
(2)	These acquisition costs may relate to the income statement; however, as they could represent material non-recurring charges that result directly from the transaction, these expenses have not been included in the unaudited condensed combined pro forma statement of income.

Pro forma adjustments to Talecris’ Unaudited Condensed Combined Statement of Income

(c)  Personnel expenses:

This adjustment includes the following items:

•  Non-cash equity compensation expense of €10.845 million in 2010 and €11.252 million for the five month period ended May 31, 2011. The Merger Agreement contemplated that, upon completion of the acquisition, all the Talecris stock based awards would become fully vested and be cancelled. As this is a material nonrecurring charge that results directly from the transaction, these expenses have not been included in the corresponding unaudited condensed combined pro forma statements of income for the periods presented.

•  Compensation expense associated with special recognition bonus awards and retention related costs including fringe benefits granted to certain Talecris employees and senior executives of €1.577 million in 2010 and €3.558 million for the five-month period ended May 31, 2011 paid upon the transaction closing. As this is a material nonrecurring charge that results directly from the transaction, this expense has not been included in the unaudited pro forma condensed combined statement of income for the periods presented.

(d)  Tax effect:

The tax effect on the pro forma adjustments has been calculated using the U.S. statutory Federal income tax rate of 37.7%.

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COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

Our share capital consists of two separate classes of shares: Class A shares and Class B shares. The Class A shares, comprised of 213,064,899 ordinary voting shares, have a nominal value of €0.50 each. The Class B shares, comprised of 83,811,688 non-voting shares, have a nominal value of €0.10 each.

Our Class A shares have been listed on the Spanish Stock Exchanges since May 2006 and are quoted on the Automated Quotation System under the ticker symbol “GRF”. Fluctuations in the exchange rate between the Euro and the U.S. Dollar will affect the U.S. Dollar equivalent of the Euro price of our Class A shares on the Spanish Stock Exchanges.

Our Class B (non-voting) shares were issued and delivered by us to holders of Talecris common stock as partial consideration in connection with the acquisition on June 1, 2011. Our Class B shares have been traded on the NASDAQ Global Select Market in the form of ADSs, evidenced by ADRs, since June 2, 2011 under the ticker symbol “GRFS.” Each ADS represents one-half (0.5) of one Class B share.

Price Range of Our Class A Shares

The following table sets forth the high and low closing prices, in Euros, for our Class A shares for the periods indicated, as reported on the Automated Quotation System:

	Class A Shares
	High		Low
	(Euros)
Fiscal Year 2006
Annual (from May 17, 2006)		10.08		4.99
Fiscal Year 2007
Annual		18.25		10.11
Fiscal Year 2008
First Quarter		16.63		13.28
Second Quarter		20.53		15.77
Third Quarter		20.53		17.67
Fourth Quarter		17.69		11.76
Fiscal Year 2009
First Quarter		14.29		10.30
Second Quarter		13.45		11.07
Third Quarter		13.19		11.92
Fourth Quarter		12.88		11.01
Fiscal Year 2010
First Quarter		12.44		10.12
Second Quarter		11.60		8.44
Third Quarter		10.93		8.32
Fourth Quarter		12.45		8.11
Fiscal Year 2011
First Quarter		12.49		9.85
April		13.48		12.12
May		14.44		13.18
June		14.49		12.89
July		15.30		13.81
August		15.80		12.70
September		14.61		13.24
October (through October 21)		14.50		13.44

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Price Range of the ADSs Representing Our Class B Shares

The following table sets forth the high and low closing prices, in U.S. dollars, for the ADSs representing our Class B shares for the periods indicated, as reported by NASDAQ:

	Class B
	ADSs
	High		Low
	(U.S. Dollars)
Fiscal Year 2011
June (from June 2nd)		8.50		6.85
July		8.16		7.24
August		8.07		6.33
September		6.99		5.30
October (through October 21)		6.75		6.00

Dividends

Class A Shares

The following table sets forth the dividends per Class A share paid by us with respect to the fiscal years ended December 31, 2009 and December 31, 2008. We have recently paid ordinary annual dividends to our stockholders. Interim dividends are normally declared and paid by our Board of Directors on account of the results of the then-current fiscal year.

Cash dividends are paid by us in euros, and exchange rate fluctuations between the euro and the U.S. dollar will affect the U.S. dollar amounts received by holders of our new ADSs.

			Gross per Share		Net per Share
Year	Type	Payment Date	Amount		Amount(1)
			(Euros)		(Euros)
2009	Ordinary	July 1, 2010		0.12789208		0.10359258
	Interim	December 18, 2009		0.15305538		0.12550541
2008	Ordinary	July 2, 2009		0.23209553		0.19031833

(1) Net of Spanish withholding tax. The Spanish withholding tax rate was 18% in 2008 and 2009 and 19% in 2010.

As of May 24, 2011, the most recent date for which it was practicable to obtain this information, there were 21,731 registered holders of our Class A shares.

The terms of our Senior Credit Facilities contain limitations on our ability to pay ordinary dividends going forward, and we do not expect to be able to declare dividends in cash at historical levels for some period of time following the completion of the acquisition. For a further discussion of the terms of our Senior Credit Facilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Class B Shares

We have not issued a dividend to our Class B stockholders since we issued our Class B shares on June 1, 2011.

Each Class B share entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each fiscal year the share is outstanding equal to €0.01 per Class B share. In any given fiscal year, we will pay a preferred dividend to the holders of the Class B shares before any dividend out of the distributable profits for such fiscal year is paid to the holders of Class A shares. The preferred dividend on all issued Class B shares will be paid by us within the nine months following the end of that fiscal year, in an amount not to exceed the distributable profits obtained during that fiscal year.

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EXCHANGE RATES

The following tables show, for the periods indicated, the exchange rate between the U.S. Dollar and the Euro. This information is provided solely for your information and we do not represent that Euros could be converted into U.S. Dollars at these rates or at any other rate, during the periods indicated or at any other time. These rates are not the rates used by us in the preparation of our consolidated financial statements included in this prospectus.

As used in this prospectus, the term “Noon Buying Rate” refers to the rate of exchange for euros, expressed in U.S. dollars per euro, in the City of New York for cable transfers payable in foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes. The Noon Buying Rate certified by the New York Federal Reserve Bank for the euro on October 14, 2011 was $1.3861 = €1.00. The following tables describe, for the periods and dates indicated, information concerning the Noon Buying Rate for the Euro. Amounts are expressed in U.S. Dollars per €1.00.

	Period		Average
Annual Data (Year Ended December 31,)	End ($)		Rate ($)(1)		High ($)		Low ($)
2006		1.3197		1.2661		1.3327		1.1860
2007		1.4603		1.3797		1.4862		1.2904
2008		1.3919		1.4698		1.6010		1.2446
2009		1.4332		1.3955		1.5100		1.2547
2010		1.3269		1.3261		1.4536		1.1959
Interim Data (Six Months Ended June 30,)
2010		1.2291		1.3183		1.4536		1.1959
2011		1.4523		1.4211		1.4875		1.2944

Source: Federal Reserve Bank of New York

(1) The average of the Noon Buying Rates for the euro on the last day reported of each month during the relevant period.

Recent Monthly Data	High ($)		Low ($)
March 2011		1.4212		1.3813
April 2011		1.4821		1.4211
May 2011		1.4875		1.4015
June 2011		1.4675		1.4155
July 2011		1.4508		1.4014
August 2011		1.4510		1.4158
September 2011		1.4283		1.3518
October 2011 (through October 14)		1.3861		1.3281

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SUMMARY OF THE EXCHANGE OFFER

In this prospectus, except as otherwise indicated, “existing notes” refers to our 8.25% Senior Notes due 2018 issued on January 21, 2011, “exchange notes” refers to the 8.25% Senior Notes due 2018 offered hereby and “notes” refers to the existing notes and the exchange notes, collectively.

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that may be important to you. For a complete understanding of the exchange notes, please refer to the sections of this prospectus entitled “The Exchange Offer” and “Description of the Notes.”

The Offering of the Exchange Notes	The existing notes were originally issued by Giant Funding Corp. (the “Escrow Corp.”), an escrow company formed solely for the purpose of issuing the existing notes, on January 21, 2011 in an offering not registered under the Securities Act. On June 1, 2011, upon consummation of the acquisition, Escrow Corp. was merged with and into the Issuer, and the Issuer assumed all of Escrow Corp.’s obligations under the existing notes and the indenture governing the existing notes. In addition, upon consummation of the acquisition, the Issuer, the Parent Guarantor (as defined below) and the initial Subsidiary Guarantors (as defined below) executed joinders to a registration rights agreement that had been entered into by Escrow Corp. and the initial purchasers of the existing notes on January 21, 2011. Pursuant to the registration rights agreement, the Issuer, the Parent Guarantor and the Subsidiary Guarantors party thereto agreed, for the benefit of the holders of the existing notes, at our cost, to file the registration statement of which this prospectus forms a part and to complete an exchange offer for the existing notes. This exchange offer is intended to satisfy that obligation.
The Exchange Offer	We are offering to exchange the exchange notes that have been registered under the Securities Act for the existing notes. As of this date, there is an aggregate principal amount of $1,100,000,000 of our existing notes outstanding.
Required Representations	In order to participate in this exchange offer, you will be required to make certain representations to us in a letter of transmittal, including that:
	• any exchange notes will be acquired by you in the ordinary course of your business;
	• you have not engaged in and do not intend to engage in, and do not have an arrangement or understanding with any person to participate in, a distribution of the exchange notes; and
	• you are not an “affiliate” of our company or any of our subsidiaries, as that term is defined in Rule 405 of the Securities Act.
	If our belief is inaccurate and you transfer any exchange note issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from such requirements, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability. The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot be sure that the SEC would make the

28

	same determination with respect to this exchange offer as it has in other circumstances.
	Each broker-dealer that is issued exchange notes for its own account in exchange for existing notes that were acquired by such broker-dealer as a result of market-making or other trading activities also must acknowledge that it has not entered into any arrangement or understanding with us or any of our affiliates to distribute the exchange notes and will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes issued in the exchange offer.
	We have agreed in the registration rights agreement that a broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on          , 2011, unless extended, in which case the term “expiration date” shall mean the latest date and time to which we extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, which may be waived by us. The exchange offer is not conditioned upon any minimum principal amount of existing notes being tendered.
Procedures for Tendering Existing Notes	If you wish to tender existing notes, you must (a)(1) complete, sign and date the letter of transmittal, or a facsimile of it, according to its instructions and (2) send the letter of transmittal, together with your existing notes to be exchanged and other required documentation, to the Exchange Agent (as defined below) at the address provided in the letter of transmittal; or (b) tender through the Depository Trust Company (“DTC”) pursuant to DTC’s Automated Tender Offer Program, or ATOP system. The letter of transmittal or a valid agent’s message through ATOP must be received by the Exchange Agent by 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer — Procedures for Tendering,” and “— Book-Entry Tender.” By executing the letter of transmittal, you are representing to us that you are acquiring the exchange notes in the ordinary course of your business, that you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of exchange notes, and that you are not an “affiliate” of ours. See “The Exchange Offer — Procedures for Tendering,” and “— Book-Entry Tender.”
	Do not send letters of transmittal and certificates representing existing notes to us. Send these documents only to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering” for more information.
Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner whose existing notes are registered in the name of a broker, dealer,

29

	commercial bank, trust company or other nominee, and you wish to tender your existing notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you are a beneficial owner and wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your existing notes, either make appropriate arrangements to register ownership of the existing notes in your name or obtain a properly completed bond power from the registered holder. See “The Exchange Offer — Procedure if the Existing Notes Are Not Registered in Your Name,” and “— Beneficial Owner Instructions to Holders of Existing Notes.” The transfer of registered ownership may take considerable time and may not be possible to complete before the expiration date.
Guaranteed Delivery Procedures	If you wish to tender existing notes and time will not permit the documents required by the letter of transmittal to reach the exchange agent prior to the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you must tender your existing notes according to the guaranteed delivery procedures described under “The Exchange Offer — Guaranteed Delivery Procedures.”
Acceptance of Existing Notes and Delivery of Exchange Notes	Subject to the conditions described under “The Exchange Offer — Conditions,” we will accept for exchange any and all existing notes which are validly tendered in the exchange offer and not withdrawn, prior to 5:00 p.m., New York City time, on the expiration date.
Interest on Existing Notes	Interest will not be paid on existing notes that are tendered and accepted for exchange in the exchange offer.
Withdrawal Rights	You may withdraw your tender of existing notes at any time prior to 5:00 p.m., New York City time, on the expiration date, subject to compliance with the procedures for withdrawal described in this prospectus under the heading “The Exchange Offer — Withdrawal of Tenders.”
Federal Income Tax Consequences	For a discussion of the material federal income tax considerations relating to the exchange of existing notes for the exchange notes as well as the ownership of the exchange notes, see “Certain Material United States Federal Income Tax Considerations.”
Exchange Agent	The Bank of New York Mellon Trust Company, N.A. is serving as the exchange agent (the “Exchange Agent”). The address, telephone number and facsimile number of the exchange agent are set forth in this prospectus under the heading “The Exchange Offer — Exchange Agent.” The Bank of New York Mellon Trust Company, N.A. is also the trustee under the indenture, as supplemented, among the Issuer, the Parent Guarantor, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. governing the notes, as described under “Description of the Notes.”

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Consequences of Failure to Exchange the Existing Notes	If you do not exchange existing notes for exchange notes, you will continue to be subject to the restrictions on transfer provided in the existing notes and in the indenture governing the existing notes. In general, the unregistered existing notes may not be offered or sold, unless they are registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.
	In addition, after the consummation of the exchange offer, it is anticipated that the outstanding principal amount of the existing notes available for trading will be significantly reduced. The reduced float will adversely affect the liquidity and market price of the existing notes. A smaller outstanding principal amount at maturity of existing notes available for trading may also tend to make the price more volatile.
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes in exchange for the existing notes.
Fees and Expenses	We will pay all fees and expenses related to this exchange offer.

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SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

The summary below describes the principal terms of the exchange notes. Certain of the terms described below are subject to important limitations and exceptions. See the section entitled “Description of the Notes” of this prospectus for a more detailed description of the terms of the notes, including the exchange notes, and the indenture governing the notes.

Issuer	Grifols Inc., a Virginia corporation (the “Issuer”).
Securities Offered	$1,100,000,000 aggregate principal amount of 8.25% senior notes due 2018.
Maturity Date	February 1, 2018.
Interest Rate	8.25% per year.
Interest Payment Dates	February 1 and August 1, beginning on February 1, 2012.
Guarantees	The exchange notes will be fully and unconditionally guaranteed on a joint and several senior unsecured basis by Grifols, S.A., a company incorporated under the laws of the Kingdom of Spain (the “Parent Guarantor”) and each of the Parent Guarantor’s existing and future direct or indirect subsidiaries that guarantee our Senior Credit Facilities (other than any foreign subsidiary of Grifols Inc.) (each a “Subsidiary Guarantor” and together with the Parent Guarantor, the “Guarantors”). On the issue date of the exchange notes, the Subsidiary Guarantors will consist of: Grifols Biologicals Inc., Biomat USA, Inc., Grifols Therapeutics Inc., Talecris Plasma Resources, Inc., Instituto Grifols, S.A., Diagnostic Grifols, S.A., Movaco, S.A., Laboratorios Grifols, S.A., Grifols Italia, S.p.A., and Grifols Deutschland GmbH.
Ranking	The exchange notes will be senior unsecured obligations of the Issuer and will:
	• rank equally in right of payment to all of the Issuer’s existing and future senior indebtedness;
	• be effectively subordinated in right of payment to the Issuer’s secured indebtedness (including its obligations under our Senior Credit Facilities), to the extent of the value of the collateral securing such indebtedness; and
	• be structurally subordinated to all existing and future liabilities of each non-guarantor subsidiary of the Parent Guarantor.
	The guarantees will be the senior unsecured obligations of the Guarantors and will:
	• rank equally in right of payment to all existing and future senior indebtedness of the Guarantors;
	• be effectively subordinated in right of payment to the Guarantors’ secured indebtedness (including their obligations under our Senior Credit Facilities), to the extent of the value of the collateral securing such indebtedness; and
	• be structurally subordinated to all existing and future liabilities of each non-guarantor subsidiary of Parent Guarantor.

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Optional Redemption	The Issuer may redeem some or all of the exchange notes at any time prior to February 1, 2014 at a price equal to 100% of the principal amount of the exchange notes plus a “make-whole” premium as set forth under “Description of the Notes — Optional Redemption.” Additionally, the Issuer may redeem the exchange notes, in whole or in part, at any time on and after February 1, 2014 at the redemption prices set forth under “Description of the Notes — Optional Redemption.”
Optional Redemption After Equity Offerings	The Issuer may redeem up to 35% of the notes with money raised in one or more equity offerings by the Parent Guarantor at any time (which may be more than once) prior to February 1, 2014, as long as at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately following any such offerings. See “Description of the Notes — Optional Redemption.”
Change of Control Offer	If we experience a change of control, the Issuer must give holders of the exchange notes the opportunity to sell the Issuer their exchange notes at 101% of their face amount, plus accrued and unpaid interest. See “Description of the Notes — Repurchase at the Option of Holders — Change of Control.”
Certain Indenture Provisions	The exchange notes will be, and the existing notes are, governed by an indenture containing covenants that, among other things, restrict the Parent Guarantor’s ability and the ability of its restricted subsidiaries, including the Issuer, to:
	• pay dividends or make certain other restricted payments or investments;
	• incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock;
	• create liens on assets;
	• merge, consolidate or sell all or substantially all of our and our restricted subsidiaries’ assets;
	• enter into certain transactions with affiliates;
	• create restrictions on dividends or other payments by our restricted subsidiaries; and
	• create guarantees of indebtedness by restricted subsidiaries.
	These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes — Certain Covenants.”
No Prior Market for Exchange Notes	The exchange notes will be new securities for which there is no market. We cannot assure you a liquid market for the exchange notes will develop or be maintained.

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RISK FACTORS

You should carefully consider each of the following risk factors and all of the other information set forth in this prospectus prior to participating in the exchange offer. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. They are not, however, the only risks we face. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely affect our business, financial condition or results of operations. If that were to occur, the trading price of the notes would likely decline and we may not be able to make payments of interest and principal on the notes, and you may lose all or part of your original investment.

Risks Related to the Exchange Offer

If you do not properly tender your existing notes, you will continue to hold unregistered existing notes and your ability to transfer existing notes will continue to be subject to any applicable transfer restrictions, which may adversely affect their market price.

If you do not properly tender your existing notes for exchange notes in the exchange offer, you will continue to be subject to any applicable restrictions on the transfer of your existing notes. In general, the existing notes may not be offered or sold unless they are registered under the Securities Act, as well as applicable state securities laws, or the offer or sale is exempt from registration thereunder. We do not intend to register resales of the existing notes under the Securities Act. You should refer to “The Exchange Offer — Procedures For Tendering” for information about how to tender your existing notes. The tender of existing notes under the exchange offer will reduce the outstanding amount of the existing notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the existing notes due to a reduction in liquidity.

Lack of an active market for the exchange notes may adversely affect the liquidity and market price of the exchange notes.

There is no existing market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange. We do not know if an active public market for the exchange notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the exchange notes, the ability of holders to sell their exchange notes or the price at which holders may sell their exchange notes. Further, the liquidity and the market price of the exchange notes may be adversely affected by changes in the overall market for securities similar to the exchange notes, by changes in our business, financial condition or results of operations and by changes in conditions in our industry. In addition, if a large amount of existing notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could adversely affect the market price of such exchange notes.

The market price for the exchange notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes. In addition, once issued, the exchange notes may trade at a discount from the initial offering price of the existing notes, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

The issuance of the exchange notes may adversely affect the market for the existing notes.

To the extent the existing notes are tendered and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted existing notes could be adversely affected. Because we anticipate that most holders of the existing notes will elect to exchange their existing notes for exchange notes due to the

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absence of restrictions on the resale of exchange notes under the Securities Act, we anticipate that the liquidity of the market for any existing notes remaining after the completion of this exchange offer may be substantially limited. Please refer to the section in this prospectus entitled “The Exchange Offer — Consequences of Failure to Exchange.”

Late deliveries of existing notes and other required documents could prevent you from exchanging your existing notes.

Holders are responsible for complying with all procedures of the exchange offer. The issuance of exchange notes in exchange for existing notes will occur only upon completion of the procedures described in “The Exchange Offer — Procedures For Tendering”. Therefore, holders of existing notes who wish to exchange them for exchange notes should allow sufficient time for timely completion of the exchange procedures. Neither we nor the exchange agent are obligated to extend the exchange offer or notify you of any failure to follow the proper procedures or waive any defect if you fail to follow the proper procedures.

If you are a broker-dealer, your ability to transfer the exchange notes may be restricted.

A broker-dealer that purchased existing notes for its own account as part of market making or trading activities must comply with the prospectus delivery requirements of the Securities Act when it sells the exchange notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a current prospectus will be available to broker-dealers wishing to resell their exchange notes.

Risks Related to the Notes

Our substantial level of indebtedness could adversely affect our financial condition, restrict our ability to react to changes to our business, and prevent us from fulfilling our obligations under our debt.

As a result of the acquisition and related financing transactions we are a highly leveraged company. Our substantial level of indebtedness increases the risk that we may be unable to generate sufficient cash to pay amounts due in respect to our indebtedness. As of June 30, 2011, we had $1.1 billion in aggregate principal amount of the notes, $2.5 billion and €440 million of indebtedness outstanding under our Senior Term Loans and the ability to borrow an additional $50 million, €36.7 million and the $200 million equivalent in multicurrencies under our Revolving Credit Facilities. In addition, as of June 30, 2011, we had €93.1 million of indebtedness under other bank loans and €37.6 in capital lease obligations. See the section in this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more detailed information.

Our high level of indebtedness could have significant adverse effects on our business, including the following:

•  our high level of indebtedness makes it more difficult for us to satisfy our obligations with respect to the notes;

•  our high level of indebtedness makes us more vulnerable to economic downturns and adverse developments in our business;

•  our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

•  we must use a substantial portion of our cash flow from operations to pay interest on the notes and our other indebtedness, which will reduce the funds available to us for operations and other purposes;

•  all of the indebtedness outstanding under our purchase money indebtedness, equipment financing and real estate mortgages will have a prior ranking claim on the underlying assets;

•  our ability to fund a change of control offer may be limited;

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•  our high level of indebtedness could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt;

•  our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited; and

•  we may be restricted from making strategic acquisitions or exploiting other business opportunities.

We expect to use cash flow from operations to pay our expenses, amounts due under the notes and our other outstanding indebtedness. Our ability to make these payments depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future and our anticipated growth in revenue and cash flow may not be realized, either or both of which could result in our being unable to repay indebtedness, including the notes, or to fund other liquidity needs. If we do not have enough money, we may be required to refinance all or part of our then-existing debt (including the notes), sell assets or borrow more money. We may not be able to accomplish any of these alternatives on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements, including the indenture governing the notes, may restrict us from adopting any of these alternatives. The failure to generate sufficient cash flow or to achieve any of these alternatives could materially and adversely affect the value of the notes and our ability to pay the amounts due under the notes.

Despite our substantial indebtedness, we may still incur significantly more debt. This could exacerbate the risks associated with our substantial leverage.

We may be able to incur significant additional indebtedness in the future. Although the indenture that governs the notes and the Senior Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these exceptions could be substantial. In addition, as of June 30, 2011, we had $50 million, €36.7 million and the $200 million equivalent in multicurrencies available for additional borrowing under our Revolving Credit Facilities. If we incur additional indebtedness, the risks related to our business associated with our high level of debt could intensify. For more information regarding our indebtedness, see the section in this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on or to refinance our indebtedness, including the notes, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. A significant reduction in our operating cash flows resulting from changes in economic conditions, increased competition or other events beyond our control could increase the need for additional or alternative sources of liquidity and could have a material adverse effect on our business, financial condition, results of operations and prospects and our ability to service our debt and other obligations. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as reducing capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital. We cannot assure you that any of these alternative strategies could be affected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on the notes and our other indebtedness.

We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under the Senior Credit Facilities or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before the maturity of the debt. We cannot assure you that we will be able to refinance any of our indebtedness, including our Senior Credit Facilities and the notes, on commercially reasonable terms or at all.

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If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under our Senior Credit Facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our Senior Credit Facilities and the indenture governing the notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Senior Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under the Senior Credit Facilities to avoid being in default. If we breach our covenants under the Senior Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our Senior Credit Facilities, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.

The notes and the guarantees will be unsecured and effectively subordinated to the Issuer and the Guarantors’ existing and future secured indebtedness.

The notes and the guarantees will be general unsecured obligations ranking effectively junior in right of payment to all of the existing and future secured indebtedness of the Issuer and each Guarantor, including indebtedness under the Senior Credit Facilities. Additionally, the indenture governing the notes permits the Issuer and the Guarantors to incur additional secured indebtedness in the future. In the event that the Issuer or any Guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that is effectively senior to the notes and the guarantees will be entitled to be paid in full from the assets of the Issuer or the Guarantors, as applicable, securing such indebtedness before any payment may be made with respect to the notes or the affected guarantees. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets.

As of June 30, 2011, the notes and the guarantees are effectively subordinated to $2.5 billion and €440 million of senior secured indebtedness under the Senior Term Loans (excluding $50 million, €36.7 million and the $200 million equivalent in multicurrencies of undrawn revolving commitments under our Revolving Credit Facilities).

Claims of note holders will be structurally subordinated to claims of creditors of the Parent Guarantor’s subsidiaries that do not guarantee the notes.

The notes are not and in the future may not be guaranteed by all of the Parent Guarantor’s subsidiaries. For example, the Parent Guarantor’s subsidiaries that do not guarantee the Senior Credit Facilities and any foreign subsidiary of Grifols Inc. are not required to guarantee the notes. Accordingly, claims of holders of the notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of non-guarantor subsidiaries will have to be satisfied before any of the assets of these subsidiaries would be available for distribution, upon liquidation or otherwise, to the Issuer or a Guarantor of the notes. Furthermore, the guarantees are subject to release under certain circumstances. In the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of a subsidiary that is not a Guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the notes. In any of these events, we may not have sufficient assets to pay amounts due on the notes with respect to the assets of that subsidiary.

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Covenants in our debt agreements restrict our business in many ways.

The indenture governing the notes and the Senior Credit Facilities contain various covenants that limit our ability to, among other things:

•  incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;

•  issue redeemable stock and preferred equity;

•  pay dividends or distributions or redeem or repurchase capital stock;

•  prepay, redeem or repurchase debt;

•  make loans, investments and capital expenditures;

•  enter into agreements that restrict distributions from our subsidiaries;

•  sell assets and capital stock of our subsidiaries;

•  enter into certain transactions with affiliates; and

•  consolidate or merge with or into, or sell substantially all of our assets to, another person.

A breach of any of these covenants could result in a default under our Senior Credit Facilities and/or the indenture governing the notes. Upon the occurrence of an event of default under the Senior Credit Facilities, the lenders could elect to declare all amounts outstanding under the Senior Credit Facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the Senior Credit Facilities. If the lenders under the Senior Credit Facilities accelerate the repayment of borrowings, we may not have sufficient assets to repay the Senior Credit Facilities and our other indebtedness, including the notes. Our borrowings under the Senior Credit Facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. See the section in this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more detailed information.

We may not be able to satisfy our obligations to holders of the notes upon a change of control or sale of assets.

Upon the occurrence of a change of control, as defined in the indenture governing the notes, we will be required to offer to purchase the notes at a price equal to 101% of the principal amount of such notes, together with any accrued and unpaid interest, to the date of purchase. See “Description of the Notes — Repurchase at the Option of Holders — Change of Control.”

Upon the occurrence of an asset sale, as defined in the indenture, we will be required to offer to purchase the notes at a price equal to 100% of the principal amount of such notes, together with any accrued and unpaid interest, to the date of purchase. See “Description of the Notes — Repurchase at the Option of Holders — Asset Sales.”

We cannot assure you that, if a change of control offer or asset sale offer is made, we will have available funds sufficient to pay the change of control purchase price or asset sale purchase price for any or all of the notes that might be delivered by holders of the notes seeking to accept the change of control offer or asset sale offer. If we are required to purchase notes pursuant to a change of control offer or asset sale offer, we would be required to seek third-party financing to the extent we do not have available funds to meet our purchase obligations. There can be no assurance that we will be able to obtain such financing on acceptable terms to us or at all. Accordingly, none of the holders of the notes may receive the change of control purchase price or asset sale purchase price for their notes. Our failure to make or consummate the change of control offer or

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asset sale offer, or to pay the change of control purchase price or asset sale purchase price when due, will give the holders of the notes the rights described in “Description of the Notes — Events of Default and Remedies.”

In addition, the events that constitute a change of control or asset sale under the indenture may also be events of default under our Senior Credit Facilities. These events may permit the lenders under our Senior Credit Facilities to accelerate the debt outstanding thereunder and, if such debt is not paid, to enforce security interests in our specified assets, thereby limiting our ability to raise cash to purchase the notes and reducing the practical benefit of the offer-to-purchase provisions to the holders of the notes.

The trading prices of the notes will be directly affected by our ratings with major credit rating agencies, the prevailing interest rates being paid by companies similar to us, and the overall condition of the financial and credit markets.

The trading prices of the notes in the secondary market will be directly affected by our ratings with major credit rating agencies, the prevailing interest rates being paid by companies similar to us, and the overall condition of the financial and credit markets. It is impossible to predict the prevailing interest rates or the condition of the financial and credit markets. Credit rating agencies continually revise their ratings for companies that they follow, including us. Any ratings downgrade could adversely affect the trading price of the notes or the trading market for the notes, to the extent a trading market for the notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future.

Our ability to make payments on the notes depends on our ability to receive dividends and other distributions from our subsidiaries.

Our principal assets are the equity interests that we hold in our operating subsidiaries. As a result, we are dependent on dividends and other distributions from our subsidiaries to generate the funds necessary to meet our financial obligations, including the payment of principal and interest on our outstanding debt. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness, including the notes. In addition, any payment of dividends, distributions, loans or advances to us by our subsidiaries could be subject to restrictions on dividends or, in the case of foreign subsidiaries, restrictions on repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which our subsidiaries operate. In addition, payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings. Our subsidiaries are permitted under the terms of our indebtedness, including the indenture governing the notes, to incur additional indebtedness that may restrict payments from those subsidiaries to us. We cannot assure you that agreements governing current and future indebtedness of our subsidiaries will permit those subsidiaries to provide us with sufficient cash to fund payments on the notes when due.

Our subsidiaries are legally distinct from us and, except for existing and future subsidiaries that will be Guarantors of the notes, have no obligation, contingent or otherwise, to pay amounts due on our debt or to make funds available to us for such payment.

A guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that Guarantor to satisfy claims.

The notes will be fully and unconditionally guaranteed on a joint and several senior unsecured basis by the Parent Guarantor and each of the Parent Guarantor’s existing and future direct or indirect subsidiaries that guarantee the Senior Credit Facilities. The guarantees may be subject to review under U.S. federal bankruptcy law and comparable provisions of state fraudulent conveyance laws if a bankruptcy or another similar case or lawsuit is commenced by or on behalf of the Issuer’s or a Guarantor’s unpaid creditors or another authorized party. Under these laws, if a court were to find that, at the time any Guarantor issued a guarantee of the notes, either it issued the guarantee to delay, hinder or defraud present or future creditors, or it received less than reasonably equivalent value or fair consideration for issuing the guarantee and at the time:

•  it was insolvent or rendered insolvent by reason of issuing the guarantee;

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•  it was engaged, or about to engage, in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital to carry on its business;

•  it intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature; or

•  it was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied,

then the court could void the obligations under the guarantee, subordinate the guarantee of the notes to other debt or take other action detrimental to holders of the notes.

We cannot be sure as to the standard that a court would use to determine whether a Guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantees would not be voided or that the guarantees would not be subordinated to other debt. If such a case were to occur, the guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the Guarantor, the obligations of the applicable Guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantee, subordinate the guarantee to the applicable guarantor subsidiary’s other debt or take other action detrimental to holders of the notes. If a court were to void a guarantee, you would no longer have a claim against the Guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining Guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from or are attributable to the Guarantor.

Each Guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its Guarantee to be a fraudulent transfer. This provision may not be effective to protect the Guarantees from being voided under fraudulent transfer law.

The Guarantors may be unable to fulfill their obligations under their guarantees.

We expect that the Guarantors will use cash flow from operations to pay amounts due, if any, pursuant to their guarantees of the notes. The ability of the Guarantors to make these payments depends on our future performance, which will be affected by financial, business, economic, and other factors, many of which we cannot control. Such Guarantors’ businesses may not generate sufficient cash flow from operations in the future and their anticipated growth in revenue and cash flow may not be realized, either or both of which could result in their being unable to honor their guarantees or to fund other liquidity needs. If the Guarantors do not have enough money, they may be required to refinance all or part of their then-existing debt, sell assets or borrow more money. They may not be able to accomplish any of these alternatives on terms acceptable to them, or at all. In addition, the terms of existing or future debt agreements, including our Senior Credit Facilities and the indenture that governs the notes, may restrict the Guarantors from adopting any of these alternatives. The failure of the Guarantors to generate sufficient cash flow or to achieve any of these alternatives could materially and adversely affect the value of the notes and the ability of such Guarantors to pay the amounts due under their guarantees, if any.

Interest on the notes may not be deductible by us for United States federal income tax purposes.

The deductibility of interest is subject to many limitations under the Internal Revenue Code. We may not be able to deduct, in whole or in part, the interest on the notes. The availability of an interest deduction on the notes was not determinative in the issuance of the notes.

Limitations on guarantees under the laws of foreign jurisdictions may adversely affect the validity and enforceability of the guarantees of the notes.

The laws of certain of the jurisdictions in which the Guarantors are organized limit their ability to guarantee debt of a related company. These limitations arise under various provisions or principles of corporate law. If these limitations were not observed, the guarantees could be subject to legal challenge. In these jurisdictions, the guarantees contain language limiting the amount of debt guaranteed so that applicable local law restrictions will not be violated. Accordingly if you were to enforce the guarantees by a Guarantor in one

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of these jurisdictions, your claims are likely to be limited. In some cases, where the amount that can be guaranteed is limited by reference to the net assets and legal capital of the Guarantor or by reference to the outstanding debt owed by the relevant Guarantor to an issuer under intercompany loans that amount might have reached zero or close to zero at the time of any insolvency or enforcement. Furthermore, although we believe that the guarantees by these Guarantors will be validly given in accordance with local law restrictions, there can be no assurance that a third-party creditor would not challenge these guarantees and prevail in court.

Local insolvency laws may not be as favorable to you as U.S. bankruptcy laws or those of another jurisdiction with which you are familiar.

Most of the Guarantors are organized outside of the United States. The insolvency laws of these jurisdictions may not be as favorable to your interests as the laws of the United States or other jurisdictions with which you are familiar. In the event that any one or more of the Guarantors or any other of our subsidiaries experienced financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings.

Your ability to enforce civil liabilities under U.S. securities laws may be limited.

The Parent Guarantor is a company organized under the laws of Spain and most of the Subsidiary Guarantors are also incorporated outside of the United States. A substantial portion of the assets of the Parent Guarantor and the assets of the Subsidiary Guarantors are located outside of the United States. In addition, nearly all of the directors and officers of the Parent Guarantor and certain of the Subsidiary Guarantors’ directors and officers are nationals or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to affect service of process within the United States upon the Parent Guarantor or certain Subsidiary Guarantors or their directors or officers with respect to matters arising under the Securities Act or to enforce against them judgments of courts of the United States predicated upon civil liability under the Securities Act. It may also be difficult to recover fully in the United States on any judgment rendered against such persons or the Parent Guarantor or certain of the Subsidiary Guarantors.

In addition, there is doubt as to the enforceability in Spain in original actions, or in actions for enforcement of judgments of United States courts of liabilities, predicated solely upon the securities laws of the United States. If a judgment was obtained outside Spain and efforts were made to enforce the judgment in Spain, there is some doubt that Spanish courts would agree to recognize and enforce a foreign judgment. Accordingly, even if you obtain a favorable judgment in a United States court, you may be required to re-litigate your claim in Spain. See “Enforceability of Civil Liabilities Under U.S. Securities Laws.”

Risks Relating to the Healthcare Industry

The implementation of the 2010 health care reform law in the United States may adversely affect our business.

Through the March 2010 adoption of the Patient Protection and Affordable Care Act and the companion Healthcare and Education Reconciliation Act in the United States, which is referred to as the “healthcare reform law,” substantial changes are being made to the current system for paying for healthcare in the United States, including programs to extend medical benefits to millions of individuals who currently lack insurance coverage. The changes contemplated by health care reform law are subject to rule-making and implementation timelines that extend for several years, and this uncertainty limits our ability to forecast changes that may occur in the future. However, implementation has already begun with respect to certain significant cost-savings measures under the healthcare reform law, for example with respect to several government healthcare programs that cover the cost of our products, including Medicaid, Medicare Parts B and D and the 340B/PHS program, and these efforts could have a materially adverse impact on our financial performance.

For example, with respect to Medicaid, in order for a drug manufacturer’s products to be reimbursed by federal funding under Medicaid, the manufacturer must enter into a Medicaid drug rebate agreement with the

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Secretary of the United States Department of Health and Human Services, and pay certain rebates to the states based on utilization data provided by each state to the manufacturer and to the Centers for Medicare & Medicaid Services, which is referred to as CMS, and pricing data provided by the manufacturer to the federal government. The states share this savings with the federal government, and sometimes implement their own additional supplemental rebate programs. Under the Medicaid drug rebate program, the rebate amount for most branded drugs was previously equal to a minimum of 15.1% of the Average Manufacturer Price, which is referred to as AMP, or AMP less Best Price, which is referred to as AMP less BP, whichever is greater. Effective January 1, 2010, the healthcare reform law generally increases the size of the Medicaid rebates paid by drug manufacturers for single source and innovator multiple source (brand name) drugs from a minimum of 15.1% to a minimum of 23.1% of the AMP, subject to certain exceptions, for example, for certain clotting factors, the increase is limited to a minimum of 17.1% of the AMP. For non-innovator multiple source (generic) drugs, the rebate percentage is increased from a minimum of 11.0% to a minimum of 13.0% of AMP. In 2010, the healthcare reform law also newly extended this rebate obligation to prescription drugs covered by Medicaid managed care organizations. These increases in required rebates may adversely affect our financial performance.

In addition, the statutory definition of AMP changed in 2010 as a result of the new healthcare reform law. While in November 2010 CMS withdrew previously issued regulations defining AMP and stated that new regulations would be forthcoming, no such regulations have yet been issued. We believe we are making reasonable assumptions regarding our reporting obligations with respect to this new definition, but in the absence of regulations from CMS the adequacy of our assumptions is not certain. Once CMS issues regulations to clarify the calculation of AMP, we may determine that our assumptions require amendment to comply with the regulatory definition of AMP, and it is possible we may need to restate or correct our prior reported AMPs, which could, for example, result in rebate liability for past quarters or other adverse consequences.

The Healthcare Reform Law also creates new rebate obligations for our products under Medicare Part D, a partial, voluntary prescription drug benefit created by the United States federal government primarily for persons 65 years old and over. The Part D drug program is administered through private insurers that contract with CMS. Beginning in 2011, the healthcare reform law generally requires that in order for a drug manufacturer’s products to be reimbursed under Medicare Part D, the manufacturer must enter into a Medicare Coverage Gap Discount Program agreement with the Secretary of the United States Department of Health and Human Services, and reimburse each Medicare Part D plan sponsor an amount equal to 50% savings for the manufacturer’s brand name drugs and biologics which the Part D plan sponsor has provided to its Medicare Part D beneficiaries who are in the “donut hole” (or a gap in Medicare Part D coverage for beneficiaries who have expended certain amounts for drugs). The Part D plan sponsor is responsible for calculating and providing the discount directly to its beneficiaries and for reporting these amounts paid to CMS’s contractor, which notifies drug manufacturers of the rebate amounts it must pay to each Part D plan sponsor. The rebate requirement could adversely affect our financial performance, particularly if contracts with Part D plans cannot be favorably renegotiated or the Part D plan sponsors fail to accurately calculate payments due in a manner that overstates our rebate obligation.

The availability of federal funds to pay for our products under the United States Medicaid and Medicare Part B programs requires that we extend discounts under the 340B/PHS program, and changes to this program under the healthcare reform law could adversely affect our financial performance. The 340B/PHS program extends discounts to a variety of community health clinics and other entities that receive health services grants from the PHS, as well as hospitals that serve a disproportionate share of certain low income individuals, and the healthcare reform law expanded the number of qualified 340B entities eligible to purchase products for outpatient use, adding certain cancer centers, children’s hospitals, critical access hospitals and rural referral centers. The PHS price (or “ceiling price”) cannot exceed the AMP (as reported to CMS under the Medicaid drug rebate program) less the Medicaid unit rebate amount. We have entered into a Pharmaceutical Pricing Agreement with the government in which we have agreed to participate in the 340B/PHS program by charging eligible entities no more than the PHS ceiling price for drugs intended for outpatient use. The healthcare reform law imposes a “must sell” obligation on manufacturers that will require manufacturers to offer their products to eligible entities at legally mandated discount prices if such products are “made available to any

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other purchaser at any other price.” The healthcare reform law imposes this obligation by requiring HHS to add the requirement to the 340B/PHS program agreements that manufacturers must execute with HHS. Rulemaking to implement this obligation is not yet complete, and as a result the full impact of the changes is not yet certain. For example, certain biological products we sell are subject to shortages on occasion, and we do not believe that this new provision would require us to provide a supply advantage to covered entities. If implementing regulations do not reflect this interpretation of the law, it could adversely affect our financial performance.

The healthcare reform law also introduced a biosimilar pathway that will permit companies to obtain FDA approval of generic versions of existing biologics based upon reduced documentation and data requirements deemed sufficient to demonstrate safety and efficacy than are required for the pioneer biologics. The new law provides that a biosimilar application may be submitted as soon as 4 years after the reference product is first licensed, and that the FDA may not make approval of an application effective until 12 years after the reference product was first licensed. With the likely introduction of biosimilars in the United States, we expect in the future to face greater competition from biosimilar products, including a possible increase in patent challenges. The FDA has reported meeting with sponsors who are interested in developing biosimilar products, and is developing regulations to implement the abbreviated regulatory review pathway.

Regarding access to our products, the healthcare reform law established and provided significant funding for a Patient-Centered Outcomes Research Institute to coordinate and fund Comparative Effectiveness Research (CER). While the stated intent of CER is to develop information to guide providers to the most efficacious therapies, outcomes of CER could influence the reimbursement or coverage for therapies that are determined to be less cost-effective than others. Should any of our products be determined to be less cost-effective than alternative therapies, the levels of reimbursement for these products, or the willingness to reimburse at all, could be impacted, which could materially impact our financial results.

We could be adversely affected if other government or private third-party payors decrease or otherwise limit the amount, price, scope or other eligibility requirements for reimbursement for the purchasers of our products.

Prices in many countries, including many in Europe, are subject to local regulation and certain pharmaceutical products, such as plasma derivative products, are subject to price controls in several of our principal markets, including Spain and countries within the European Union. In the United States, where pricing levels for our products are substantially established by third-party payors, if payors reduce the amount of reimbursement for a product, it may cause groups or individuals dispensing the product to discontinue administration of the product, to administer lower doses, to substitute lower cost products or to seek additional price-related concessions. These actions could have a negative effect on financial results, particularly in cases where our products command a premium price in the marketplace, or where changes in reimbursement induce a shift in the site of treatment. The existence of direct and indirect price controls and pressures over our products have affected, and may continue to materially adversely affect, our ability to maintain or increase gross margins.

In the United States, for example, beginning in 2005, the Medicare drug reimbursement methodology for physician and hospital outpatient payment schedules changed to Average Sales Price, which is referred to as ASP, +6%. This payment was based on a volume-weighted average of all brands under a common billing code. Medicare payments to physicians between the fourth quarter of 2004 and the first quarter of 2005 dropped 14% for both the powder and liquid forms of intravenous immune globulin, which is referred to as IVIG. Medicare payments to hospitals fell 45% for powder IVIG and 30% for liquid IVIG between the fourth quarter of 2005 and the first quarter of 2006. The Medicare reimbursement changes resulted in the shift of a significant number of Medicare IVIG patients to hospitals from physicians’ offices beginning in 2005 as many physicians could no longer recover their costs of obtaining and administering IVIG in their offices and clinics. After 2006, some hospitals reportedly began to refuse providing IVIG to Medicare patients due to reimbursement rates that were below their acquisition costs. Subsequent changes have improved some of these Medicare reimbursement issues, although there has been variability in the reimbursement level for separately payable, non-pass-through drugs and biologicals in the hospital outpatient setting over the past few years, making

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financial performance predictions difficult. On January 1, 2008, the CMS reduced the reimbursement for these separately covered drugs and biologicals, including IVIG, in the hospital outpatient setting from ASP +6% to ASP +5%, using 2006 Medicare claims data as a reference for this reduction. In addition, CMS reduced a hospital add-on payment from $75 to $38 per infusion. Beginning January 1, 2009 CMS further reduced the hospital outpatient reimbursement for separately covered outpatient drugs, including IVIG, to ASP +4%, and eliminated the add-on payment. For 2010, the rate remained as ASP+4%, based on a cost-based methodology that also involved reallocating certain overhead costs from packaged drugs to unpackaged drugs. In 2011, relying on the 2010 methodology, CMS increased the rate to ASP +5%. For 2012, as part of a July 2011 proposed rule issued in connection with the Medicare hospital outpatient prospective payment system, CMS has proposed continuing to rely on the 2010-2011 methodology, which according to CMS would result in a rate of ASP +4% or lower as of January 1, 2012. Depending upon their magnitude, which is currently not known, the decreases in reimbursement rates proposed for 2012 could adversely affect financial performance.

Also, the intended use of a drug product by a physician can affect pricing. Physicians frequently prescribe legally available therapies for uses that are not described in the product’s labeling and that differ from those tested in clinical studies and approved by the FDA or similar regulatory authorities in other countries. These unapproved (also known as “off-label”) uses are common across medical specialties, and physicians may believe such off-label uses constitute the preferred treatment or treatment of last resort for many patients in varied circumstances. We believe that a significant portion of our IVIG volume may be used to fill physician prescriptions for indications not approved by the FDA or similar regulatory authorities. If reimbursement for off-label uses of products, including IVIG, is reduced or eliminated by Medicare or other third-party payors, including those in the United States or the European Union, we could be adversely affected. For example, CMS could initiate an administrative procedure known as a National Coverage Determination (NCD) by which the agency determines which uses of a therapeutic product would be reimbursable under Medicare and which uses would not. This determination process can be lengthy, thereby creating a long period during which the future reimbursement for a particular product may be uncertain. High levels of spending on IVIG products, along with increases in IVIG prices, increased IVIG utilization and the high proportion of off-label uses, may increase the risk of regulation of IVIG reimbursement by CMS. On the state level, similar limits could be proposed for therapeutic products covered under Medicaid.

With respect to pricing, for many payors, including private health insurers and self-insured health plans, as well as Medicare Part D plans and some state Medicaid programs, outpatient pharmaceuticals are often reimbursed based upon a discount calculated off of a pricing benchmark called “Average Wholesale Price,” which is referred to as AWP. AWP is a list price that has been calculated and published by private third-party publishers (such as First DataBank, Thomson Reuters (Red Book) and Wolters Kluwer (Medi-Span)). AWP does not reflect actual transactions in the distribution chain (e.g., the publishers do not base the figure on actual transaction prices, including any prompt pay or other discounts, rebates or price reductions). Often, publishers calculate AWP based upon a standard markup of, for example, 20% over another list price that is reported by drug manufacturers to the publishers. This list price is called “Wholesale Acquisition Cost,” which is referred to as WAC. WAC is generally understood in the industry to be the list price drug manufacturers have for their drug wholesaler customers and, like AWP, is not calculated based on actual transaction prices, including any prompt pay or other discounts, rebates or price reductions. We do not publish AWPs for any of our products, and we report WACs for our products. We may be at a competitive disadvantage where providers are reimbursed on an AWP basis and competitors’ products are reimbursed based on a higher AWP than the corresponding AWP for our product. The use of AWP and WAC as pricing benchmarks has been subject to legal challenge by both government officials and private citizens, often based on claims that the benchmarks were used in a misleading manner, thus defrauding consumers and third-party payors. It is possible that we, as a reporter of WAC, could be challenged on this basis. Additionally, the settlement of class action litigation against First DataBank and others has resulted in the downward revision of certain reported AWP listings (to a level of 20% over WAC). Issues regarding AWP have contributed to suggestions to eliminate its use as a drug pricing benchmark. With respect to the major private publishers of AWP, First DataBank has reported that it will no longer publish AWP as of September 26, 2011, while Thomson Reuters (Red Book) and Wolters Kluwer (Medi-Span) have reported that they will continue to publish AWP.

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Certain of our business practices are subject to scrutiny by regulatory authorities, as well as to lawsuits brought by private citizens under federal and state laws. Failure to comply with applicable law or an adverse decision in lawsuits may result in adverse consequences to us.

The laws governing our conduct in the United States are enforceable by criminal, civil and administrative penalties. Violations of laws such as the Federal Food, Drug and Cosmetic Act, the False Claims Act and the Anti-Kickback Law and the Public Health Service Act, and any regulations promulgated under their authority, may result in jail sentences, fines or exclusion from federal and state programs, as may be determined by Medicare, Medicaid and the Department of Defense and other regulatory authorities as well as by the courts. There can be no assurance that our activities will not come under the scrutiny of regulators and other government authorities or that our practices will not be found to violate applicable laws, rules and regulations or prompt lawsuits by private citizen “relators” under federal or state false claims laws.

For example, under the Anti-Kickback Law, and similar state laws and regulations, even common business arrangements, such as discounted terms and volume incentives for customers in a position to recommend or choose drugs and devices for patients, such as physicians and hospitals, can result in substantial legal penalties, including, among others, exclusion from the Medicare and Medicaid programs, and arrangements with referral sources must be structured with care to comply with applicable requirements. Also, certain business practices, such as consulting fees to healthcare providers, sponsorship of educational or research grants, charitable donations, interactions with healthcare providers that prescribe products for uses not approved by the FDA and financial support for continuing medical education programs, must be conducted within narrowly prescribed and controlled limits to avoid any possibility of wrongfully influencing healthcare providers to prescribe or purchase particular products or as a reward for past prescribing. Under the U.S. healthcare reform law, such payments by pharmaceutical manufacturers to United States healthcare practitioners and academic medical centers must be publicly disclosed starting with payments made in calendar year 2012. A number of states have similar laws in place. Additional and stricter prohibitions could be implemented by federal and state authorities. Where such practices have been found to be improper incentives to use such products, government investigations and assessments of penalties against manufacturers have resulted in substantial damages and fines. Many manufacturers have been required to enter into consent decrees or orders that prescribe allowable corporate conduct.

Failure to satisfy requirements under the Federal Food, Drug and Cosmetic Act can also result in penalties, as well as requirements to enter into consent decrees or orders that prescribe allowable corporate conduct. In this regard, our blood plasma fractionation center in Los Angeles, California is managed through a consent decree that was entered into in February 1998 based on action by the FDA and U.S. Department of Justice (“DOJ”) addressing Federal Food, Drug and Cosmetic Act violations committed by the former owner of the center, Alpha Therapeutic Corporation. As a result of this consent decree, the Los Angeles establishment is subject to strict FDA audits and may only sell products manufactured in the center subsequent to prior authorization.

Adverse consequences can also result from failure to comply with the requirements of the 340B/PHS program under the Public Health Service Act, which extends discounts to a variety of community health clinics and other entities that receive health services grants from the PHS. For example, the healthcare reform law requires the Secretary of HHS to develop and issue regulations for the 340B/PHS program establishing standards for the imposition of sanctions in the form of civil monetary penalties (“CMP”) for manufacturers that knowingly and intentionally overcharge a covered entity for a 340B drug. The CMP can be up to $5,000 for each instance of overcharging a covered entity. HHS has never had CMP authority that addresses this area, and has not yet issued final regulations to implement this new penalty provision, and accordingly the impact of this CMP provision is uncertain. However, in an advance notice of proposed rulemaking and request for comments, HHS’ Health Resources and Services Administration (“HRSA”) has suggested that HRSA is considering imposing CMPs on manufacturers in certain cases where a covered entity has been unable to find a given product at a 340B price and has instead purchased the drug outside of the 340B Program at a price greater than the ceiling price. Certain of our products are subject to shortages and allocation issues can arise. Accordingly, if HRSA adopts a CMP interpretation of this kind it could potentially have adverse consequences on our financial performance.

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In addition, and prior to the enactment of the new healthcare reform law, some government regulators have suggested that allocation issues linked to product shortages could give rise to potential 340B/PHS program violations. In November 2009, the United States Attorney’s Office for the Eastern District of Pennsylvania commenced an investigation of Talecris, with respect to its method of allocating its IVIG product, Gamunex, as available for sale at the PHS price to covered entities. We are cooperating with the ongoing investigation and intend to respond to information requests from the United States Attorney’s Office. We believe that we have complied with the terms of the Pharmaceutical Pricing Agreement (“PPA”) and federal law, but an adverse outcome in this investigation could have a material adverse effect on our results of operation.

In addition, while regulatory authorities generally do not regulate physicians’ discretion in their choice of treatments for their patients, they do restrict communications by manufacturers on unapproved uses of approved drugs or on the potential safety and efficacy of unapproved products in development. Companies in the United States, Canada and European Union cannot promote approved products for other indications that are not specifically approved by the competent regulatory authorities (e.g., FDA in the United States), nor can companies promote unapproved products. In limited circumstances, companies may disseminate to physicians information regarding unapproved uses of approved products or results of studies involving investigational products. If such activities fail to comply with applicable regulations and guidelines of the various regulatory authorities, we may be subject to warnings from, or enforcement action by, these authorities. Furthermore, if such activities are prohibited, it may harm demand for our products.

Promotion of unapproved drugs or devices or unapproved indications for a drug or device is a violation of the Federal Food, Drug and Cosmetic Act and subjects us to civil and criminal sanctions. Furthermore, sanctions under the Federal False Claims Act have recently been brought against companies accused of promoting off-label uses of drugs, because such promotion induces the use and subsequent claims for reimbursement under Medicare and other federal programs. Similar actions for off-label promotion have been initiated by several states for Medicaid fraud. The U.S. healthcare reform law significantly strengthened provisions of the Federal False Claims Act, Medicare and Medicaid Anti-Kickback provisions, and other health care fraud provisions, leading to the possibility of greatly increased qui tam suits by relators for perceived violations. Violations or allegations of violations of the foregoing restrictions could materially and adversely affect our business.

We are required to report detailed pricing information, net of included discounts, rebates and other concessions, to CMS for the purpose of calculating national reimbursement levels, certain federal prices and certain federal and state rebate obligations. We have established systems for collecting and reporting this data accurately to CMS and have instituted a compliance program to assure that the information collected is complete in all respects. If we report pricing information that is not accurate to the federal government, we could be subject to fines and other sanctions that could adversely affect their business

To market and sell our products outside of the United States, we must obtain and maintain regulatory approvals and comply with regulatory requirements in such jurisdictions. The approval procedures vary among countries in complexity and timing. We may not obtain approvals from regulatory authorities outside the United States on a timely basis, if at all, which would preclude us from commercializing products in those markets. In addition, some countries, particularly the countries of the European Union, regulate the pricing of prescription pharmaceuticals. In these countries, pricing discussions with governmental authorities can take considerable time after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of their product candidate to other available therapies. Such trials may be time-consuming and expensive, and may not show an advantage in efficacy for our products. If reimbursement of our products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, in either the United States or the European Union, we could be adversely affected. Also, under the United States Foreign Corrupt Practices Act, referred to as FCPA, the United States has increasingly focused on regulating the conduct by United States businesses occurring outside of the United States, generally prohibiting remuneration to foreign officials for the purpose of obtaining or retaining business.

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To enhance compliance with applicable health care laws, and mitigate potential liability in the event of noncompliance, regulatory authorities, such as the United States Health and Human Services Department Office of Inspector General (“OIG”), have recommended the adoption and implementation of a comprehensive health care compliance program that generally contains the elements of an effective compliance and ethics program described in Section 8B2.1 of the United States Sentencing Commission Guidelines Manual. Increasing numbers of United States-based pharmaceutical companies have such programs. While we have adopted U.S. healthcare compliance and ethics programs that generally incorporate the OIG’s recommendations, and train our applicable U.S. employees in such compliance, having such a program can be no assurance that we will avoid any compliance issues.

We are subject to extensive environmental, health and safety laws and regulations.

Our business involves the controlled use of hazardous materials, various biological compounds and chemicals. The risk of accidental contamination or injury from these materials cannot be eliminated. If an accident, spill or release of any regulated chemicals or substances occurs, we could be held liable for resulting damages, including, for investigation, remediation and monitoring of the contamination, including natural resource damages, the costs of which could be substantial. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials and chemicals. Although we maintain workers’ compensation insurance to cover the costs and expenses that may be incurred due to injuries to our employees resulting from the use of these materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us for claims arising in the United States. Additional or more stringent federal, state or local laws and regulations affecting our operations may be adopted in the future. We may incur substantial capital costs and operating expenses to comply with any of these laws or regulations and the terms and conditions of any permits required pursuant to such laws and regulations, including costs to install new or updated pollution control equipment, modify our operations or perform other corrective actions at our respective facilities. In addition, fines and penalties may be imposed for noncompliance with environmental and health and safety laws and regulations or for the failure to have or comply with the terms and conditions of required environmental permits.

Internationally, the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which is commonly called the Kyoto Protocol, became effective in February 2005. Adopted by some of the countries in which we operate, the Kyoto Protocol requires the implementation of national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which contribute to global warming. Climate change-related legislation has also passed the U.S. House of Representatives, which, if enacted by the full Congress, would limit and reduce greenhouse gas emissions from large emitters of greenhouse gasses through a “cap-and-trade” system of allowances and credits and other provisions. Moreover, the Environmental Protection Agency, which is referred to as the EPA, issued a finding that the current and projected concentrations of certain greenhouse gases in the atmosphere, including carbon dioxide, which is referred to as CO₂, threaten the public health and welfare of current and future generations. While this finding in itself does not impose any requirements on our industry, it authorizes the EPA to regulate directly greenhouse gas emissions through a rule-making process. Existing legislation and the future passage of climate control legislation or regulations that restrict emissions of greenhouse gases in the areas in which we operate could result in adverse financial and operational impacts on our respective business.

Plasma collection and manufacturing, and the manufacture of drugs, biologicals and devices, are heavily regulated.

Our business is heavily regulated in all jurisdictions where we collect plasma or manufacture or sell our products. In particular, plasma collection activities in the United States are regulated by the FDA, which requires a licensing and certification process for each plasma collection center prior to opening and conducts periodic inspections of facilities and processes. Many states also regulate plasma collection, imposing similar obligations and additional inspections and audits. In addition, the marketing and sale of a pharmaceutical

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product such as plasma derivatives and parenteral solutions are subject to the prior registrations, listings, licenses and approvals of such products with the competent authorities of the jurisdiction where the product is to be marketed and sold, including compliance with promotion, labeling and advertising requirements. Our manufacturing facilities located near Barcelona, Spain, in Los Angeles, California, Melville, New York and in Clayton, North Carolina, must meet strict European Union and FDA rules as well. Our U.S.-based manufacturing facilities must also comply with applicable state laws. U.S. plasma centers collecting plasma for manufacture into products to be distributed in the European Union must also be approved by the competent European Health Authority.

Collection centers and manufacturing facilities are subject to periodic inspections by regulatory authorities. Our subsidiary, PlasmaCare, Inc., was issued an FDA Warning Letter in 2007, with respect to a plasma collection facility located in Cincinnati, Ohio. The Warning Letter reported certain compliance deviations from FDA standards at the facility. The conditions were corrected to the satisfaction of the FDA. The consequences of adverse findings following inspections can be more serious, such as the temporary shutdown of such center or facility, the loss of that center’s or facility’s license because of alleged noncompliance with applicable requirements, a voluntary or mandatory recall of finished product released to the market, or the destruction of inventory. These more serious consequences are often highly public and may also prompt private products liability lawsuits, additional regulatory enforcement actions, the imposition of substantial fines or penalties by regulatory authorities, and damage to the reputation and public image of the collection or manufacturing facility.

Prior to the acquisition Talecris had voluntarily recalled plasma products that had been released to the market in an effort to address drug safety issues. Since its formation in 2005, Talecris had four recalls of finished biological products. The products involved were: Plasma Protein Fraction (Human) 5% USP, Plasmanate^®, Lot Number: 26N39N1; Antihemophilic Factor (Human), Koate DVI^®; Lot Numbers: 26N7802, 26N6XW1, 26N6N01, 26N7H01; Rho(D) Immune Globulin (Human); HyperRHO S/D^®, Mini-Dose, Lot Number: 26N7XX1; and Plasbumin-5^®, Albumin (Human) 5%, USP, Lot Number: 26N9P21. In addition, plasma unit look backs and retrievals are routinely handled when new information relevant to donor or plasma suitability is received after a donation is collected. Plasma unit retrievals are also triggered if units were distributed that should have been rejected by the plasma center. A minority of unit retrievals are required to be reported to the FDA as Biological Product Deviation Reports (“BPDRs”), and a relatively small number are classified by the FDA as recalls. We have been and also may be in the future involved in voluntary recalls involving certain devices.

In addition, the FDA conducts ongoing monitoring and surveillance of advertising and promotional matter used by manufacturers to sell and promote their products. The FDA assesses these materials for compliance with the FDCA, regulations on misbranding and other requirements, for example, assessing if information about the risks and benefits of regulated products are communicated in a truthful, accurate, science-based, non-misleading and balanced manner. In 2005, the FDA issued us a Warning Letter with respect to our product, Flebogamma, indicating that a brochure was misleading for failing to reveal material facts regarding risks associated with the product, and therefore misbranded Flebogamma in violation of the FDCA. In addition, the FDA issued Untitled Letters to Talecris on three occasions prior to the acquisition, requesting that Talecris change advertising materials on the basis that they were inconsistent with the package insert for the product. All of these matters were addressed to the satisfaction of the FDA.

In particular, the manufacturing processes for our products are governed by detailed and constantly evolving federal and sometimes state regulations that set forth cGMP for drugs and devices manufactured or distributed in the United States. We monitor compliance with these evolving procedures and regulations to help assure compliance, but failure to adhere to established procedures or regulations, or to meet a specification, could require that a product or material be rejected and destroyed, and could result in adverse regulatory actions against us. As a result of routine inspections by regulatory health authorities, we have been issued observations, for example, Form 483 FDA Inspection Observations, with regard to cGMP compliance. While these issues have been corrected, no assurances can be provided that we will avoid citation for deficiencies in the future. If serious deficiencies are noted or recur, compliance may be costly and difficult to achieve, and consequences may include the need to recall product or suspend operations until appropriate

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measures can be implemented. Also, certain deviations from procedures must be reported to the FDA, and even if we determine that the deviations were not material, the FDA could require us to take similar measures.

Existing government regulation and its interpretation may change or the requirements of different jurisdictions may become less uniform, thereby making compliance more expensive or reducing profit margins.

Changes in the regulation of our activities, such as increased regulation affecting plasma collection activity, or new regulation, such as regulation of compensation paid to plasma donors or the prices charged to customers in the European Union or the United States or other jurisdictions in which we operate, could materially adversely affect the business. Currently, we are not subject to limits on compensation paid to plasma donors or product price controls in the United States market, but we cannot assure you this will remain the case. In addition, the requirements of different jurisdictions in which we operate may become less uniform, creating a greater administrative burden and generating additional costs. Any such regulatory changes could have a material adverse effect on our business, results of operations and financial condition.

Risks Relating to Our Business

We are a foreign private issuer under the rules and regulations of the SEC and, thus, are exempt from a number of rules under the Exchange Act and are permitted to file less information with the SEC than a company incorporated in the United States.

As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies with securities registered under the Exchange Act; we are not required to file financial statements prepared in accordance with U.S. GAAP; and we are not required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers, directors and principal shareholders are not subject to the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Class A or Class B shares. Accordingly, you may receive less information about us than you would receive about a company incorporated in the United States and be afforded less protection under the U.S. federal securities laws than you would be afforded with respect to a company incorporated in the United States. If we lose our status as a foreign private issuer at some future time, we will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if we were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial.

Additionally, pursuant to NASDAQ Listing Rules, as a foreign private issuer we may elect to follow our home country practice in lieu of the corporate governance requirements of the Rule 5600 Series, with the exception of those rules which are required to be followed pursuant to the provisions of Listing Rule 5615(a)(3). We have elected to follow Spanish practices in lieu of the requirements of the Rule 5600 Series to the extent permitted under NASDAQ Listing Rule 5615(a)(3). We disclose on our website each requirement that we do not follow and describe the Spanish practices followed by us in lieu of such requirements. Our website is http://www.grifols.com. The information provided on our website is not part of this prospectus and is not incorporated herein by reference.

We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Under the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, we will be required to include

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a report by our management on the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 20-F for the fiscal year ending December 31, 2011. This report must contain an assessment by management of the effectiveness of our internal control over financial reporting as of the end of our fiscal year and a statement as to whether or not our internal control over financial reporting is effective. Our annual report for the fiscal year ending December 31, 2011 must also contain a statement that our independent registered public accountants have issued an attestation report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal controls over financial reporting are not effective. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. We can provide no assurance that we will be in compliance with all of the requirements imposed by SOX 404 or that we will receive a positive attestation from our independent auditors. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner or we are unable to receive a positive attestation from our independent auditors with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements. If we are not in compliance with all of the requirements imposed by SOX 404 our Annual Report on Form 20-F for the fiscal year ending December 31, 2011, we may face delisting proceedings by NASDAQ. Any of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our reporting processes, which could adversely affect the market for our ADRs or the notes. Our inability to conclude that our internal control over financial reporting is effective would also adversely affect the results of the periodic management evaluations of our disclosure controls and procedures and internal control over financial reporting that will be required under the Sarbanes-Oxley Act of 2002.

In addition, in order to maintain and improve our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Until we are required to comply with these requirements, we will not have comparable procedures in place as compared to companies already subject to Sarbanes-Oxley.

Our manufacturing processes are complex and involve biological intermediates that are susceptible to contamination and variations in yield.

Plasma is a raw material that is susceptible to damage and contamination and may contain human pathogens, any of which would render the plasma unsuitable as raw material for further manufacturing. For instance, improper storage of plasma by us or third-party suppliers, if any, may require us to destroy some of our raw material. If unsuitable plasma is not identified and discarded prior to the release of the plasma to our manufacturing process, it may be necessary to discard intermediate or finished product made from that plasma or to recall any finished product released to the market, resulting in a charge to cost of goods sold.

The manufacture of our plasma products is an extremely complex process of fractionation, purification, filling and finishing. Our products can become non-releasable or otherwise fail to meet our specifications through a failure of one or more of our product testing, manufacturing, process controls and quality assurance processes. We may detect instances in which an unreleased product was produced without adherence to our manufacturing procedures, or plasma used in our production process was not collected or stored in a compliant manner consistent with our cGMP or other regulations. Such an event of noncompliance would likely result in our determination that the impacted products should not be released and therefore should be destroyed. For example, a malfunction of the Gamunex IVIG chromatography system just prior to Talecris’ formation transaction in 2005 resulted in the processing of IVIG products containing elevated levels of antibodies for over one month. Talecris’ total cost related to this incident, including the costs of product loss, investigation, testing, disposal, and other remedial actions, was approximately $41.6 million. Talecris subsequently recovered from Bayer $10.7 million through its 2005 working capital adjustment and $9.0 million in the first quarter of 2007 through a settlement.

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Once we have manufactured our plasma-derived products, they must be handled carefully and kept at appropriate temperatures. Our failure, or the failure of third parties that supply, ship or distribute our products, to properly care for those products may require that those products be destroyed.

While we expect to write off small amounts of work-in-process inventories in the ordinary course of business due to the complex nature of plasma, our processes and our products, unanticipated events may lead to write-offs and other costs materially in excess of our expectations. We have in the past had issues with product quality and purity that have caused us to write off the value of our product. Such write-offs and other costs could cause material fluctuations in our profitability. Furthermore, contamination of our products could cause investors, consumers or other third parties with whom we conduct business to lose confidence in the reliability of our manufacturing procedures, which could adversely affect sales and profits. In addition, faulty or contaminated products that are unknowingly distributed could result in patient harm, threaten the reputation of our products and expose us to product liability damages and claims.

Additionally, due to the nature of plasma there will be variations in the biologic properties of the plasma we collect or purchase for fractionation that may result in fluctuations in the obtainable yield of desired fractions, even if cGMP is followed. Lower yields may limit production of our plasma-derived products due to capacity constraints. If these batches of plasma with lower yields impact production for extended periods, it may reduce the total capacity of product that we could market and increase our cost of goods sold, thus reducing our profitability.

We must continually monitor the performance of our products once approved and marketed for signs that their use may elicit serious and unexpected side effects, which could jeopardize our ability to continue marketing our products. We may also be required to conduct post-approval clinical trials as a condition to licensing a product.

As for all pharmaceutical products, the use of our products sometimes produces undesirable side effects or adverse reactions or events, which are referred to collectively as “adverse events.” For the most part, these adverse events are known, are expected to occur at some frequency and are described in the products’ labeling. Known adverse events of a number of our products include allergic or anaphylactic reactions including shock and the transmission of infective agents. The use of albumin sometimes produces the following adverse events: hypervolaemia, circulatory overload, pulmonary edema and hyperhydration. The use of Factor XI sometimes produces the following adverse events: the induction of neutralizing antibodies (inhibitors), thromboembolism including myocardial infarction, disseminated intravascular coagulation, venous thrombosis and pulmonary embolism and nephrotic syndrome (in case of treatment for immune tolerance induction). The use of Factor VIII sometimes produces the following adverse events: the induction of neutralizing antibodies (inhibitors), thromboembolic events and hemolytic anemia or hemolysis. The use of IV anti-hepatitis B immunoglobulins sometimes produces the following adverse events: thromboembolic reactions such as myocardial infarction, stroke, pulmonary embolism and deep vein thromboses, aseptic meningitis, hemolytic anemia or hemolysis and acute renal failure. The use of IVIG sometimes produces the following adverse events: nausea, vomiting, asthenia, pyrexia, rigors, injection site reaction, allergic/anaphylactic reaction, aseptic meningitis, arthralgia, back pain, dizziness, headache, rash, pruritus, urticaria, hemolysis/hemolytic anemia, hyperproteinemia, increased serum viscosity and hyponatremia, thromboembolic reactions such as myocardial infarction, stroke, pulmonary embolism and deep vein thromboses, transfusion-related acute lung injury (“TRALI”) and renal dysfunction and acute renal failure. The use of Plasbumin 5%, 20%, 25% sometimes produces the following adverse events: allergic manifestations including urticaria, chills, fever and changes in respiration, pulse and blood pressure. The use of Plasmanate sometimes produces the following adverse events: hypotension, flushing, urticaria, back pain, nausea and headache. The use of Koate DVI, which we license exclusively in the United States to Kedrion, sometimes produces the following adverse events: allergic type reactions; tingling in the arm, ear and face; blurred vision, headache, nausea, stomach ache and jittery feeling. The use of Prolastin/Prolastin C sometimes produces the following adverse events: dyspnea, tachycardia, rash, chest pain, chills, influenza-like symptoms, hypersensitivity, hypotension, hypertension.

In addition, the use of our products may be associated with serious and unexpected adverse events, or with less serious reactions at a greater than expected frequency. This may be especially true when our products

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are used in critically ill patient populations. When these unexpected events are reported to us, we must make a thorough investigation to determine causality and implications for product safety. These events must also be specifically reported to the applicable regulatory authorities. If our evaluation concludes, or regulatory authorities perceive, that there is an unreasonable risk associated with the product, we would be obligated to withdraw the impacted lot(s) of that product. Furthermore, an unexpected adverse event of a new product could be recognized only after extensive use of the product, which could expose us to product liability risks, enforcement action by regulatory authorities and damage to our reputation and public image.

Talecris received reports that some Gamunex patients have experienced transient hemolysis and/or hemolytic anemia, which are known potential side effects for this class of drugs. Since 2005, a disproportionate number of these reports have been received from Canada, where Gamunex accounted for approximately 80% of all IVIG distributed in 2008. The Canadian product labeling was updated in 2005 after these hemolysis events were first reported to Health Canada. Subsequently, Talecris provided annual updates on these events to Health Canada from 2006 to 2008, but no further action was recommended by the Canadian regulators. A serious adverse finding concerning the risk of hemolysis by any regulatory authority for intravenous immune globulin products in general, or Gamunex in particular, could adversely affect our business and financial results.

Once we produce a product, we rely on physicians to prescribe and administer it as we have directed and for the indications described on the labeling. It is not, however, unusual for physicians to prescribe our products for “off-label” uses or in a manner that is inconsistent with our directions. For example, a physician may prescribe an infusion rate for our Flebogamma IVIG product that is greater than our directed infusion rate, which in turn may reduce its efficacy or result in some other adverse effect on the patient. Similarly, a physician may prescribe a higher or lower dosage than the dosage we have indicated, which may also reduce our product’s efficacy or result in some other adverse effect on the patient. To the extent such off-label uses and departures from our administration directions become pervasive and produce results such as reduced efficacy or other adverse effects, the reputation of our products in the marketplace may suffer.

When a new product is approved, the FDA or other regulatory authorities may require post-approval clinical trials, sometimes called Phase IV clinical trials. If the results of such trials are unfavorable, this could result in the loss of the license to market the product, with a resulting loss of sales.

Our ability to continue manufacturing and distributing our products depends on our and our suppliers’ continued adherence to cGMP regulations.

The manufacturing processes for our products are governed by detailed written procedures and federal regulations that set forth cGMP requirements for blood and blood products. Our quality operations unit monitors compliance with these procedures and regulations, and the conformance of materials, manufacturing intermediates and final products to their specifications. Failure to adhere to established procedures or regulations, or to meet a specification, could require that a product or material be rejected and destroyed. There are relatively few opportunities for us to rework, reprocess or salvage nonconforming materials or products.

Our adherence to cGMP regulations and the effectiveness of our quality systems are periodically assessed through inspections of our facilities by the FDA and analogous regulatory authorities of other countries. We cannot assure you that we will not be cited for deficiencies in the future. If deficiencies are noted during an inspection, we must take action to correct those deficiencies and to demonstrate to the regulatory authorities that our corrections have been effective. If serious deficiencies are noted or if we are unable to prevent recurrences, we may have to recall product or suspend operations until appropriate measures can be implemented. We are required to report some deviations from procedures to the FDA. Even if we determine that the deviations were not material, the FDA could require us to take similar measures. Since cGMP reflects ever-evolving standards, we regularly need to update our manufacturing processes and procedures to comply with cGMP. These changes may cause us to incur costs without improving our profitability or the safety of our products. For example, more sensitive testing assays may be required (if and when they become available) or

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existing procedures or processes may require revalidation, all of which may be costly and time-consuming and could delay or prevent the manufacturing of a product or launch of a new product.

Changes in manufacturing processes, including a change in the location where the product is manufactured or a change of a third-party manufacturer, may require prior FDA review and approval or revalidation of the manufacturing process and procedures in accordance with cGMP. There may be comparable foreign requirements.

For example, we are in the process of start-up and validation of the new IVIG Flebogamma DIF Facility in Los Angeles, California. To validate our manufacturing processes and procedures following completion of upgraded facilities, we must demonstrate that the processes and procedures at the upgraded facilities are comparable to those currently in place at our facilities. In order to provide such a comparative analysis, both the existing processes and the processes that we expect to be implemented at our upgraded facilities must comply with the regulatory standards prevailing at the time that our expected upgrade is completed. In addition, regulatory requirements, including cGMP regulations, continually evolve. Failure to adjust our operations to conform to new standards as established and interpreted by applicable regulatory authorities would create a compliance risk that could impair our ability to sustain normal operations.

In addition, we have completed the process of transferring the manufacture of our Thrombate III product from Bayer’s Berkeley, California, biologics manufacturing facility to our Clayton manufacturing facility that we are currently validating with regulatory approval expected in 2012. We cannot guarantee that we have a sufficient inventory of intermediates and finished product to meet demand until the new facility is approved and manufacturing can recommence. To validate our manufacturing processes and procedures following completion of upgraded facilities, we must demonstrate that the processes and procedures at the upgraded facilities are comparable to those currently in place at Bayer’s facilities. In order to provide such a comparative analysis, both the existing processes and the processes that we expect to be implemented at our upgraded facilities must comply with the regulatory standards prevailing at the time that our expected upgrade is completed. If the FDA does not approve the transfer, our ability to market our Thrombate III product will be seriously impaired or eliminated. In addition, regulatory requirements, including cGMP regulations, continually evolve. Failure to adjust our operations to conform to new standards as established and interpreted by applicable regulatory authorities would create a compliance risk that could impair our ability to sustain normal operations.

A number of inspections by the FDA and foreign control authorities, including the European Medicines Agency, which is referred to as the EMA, have been conducted or are expected at our plasma collection centers in 2011. Some of these inspections are of licensed centers to assess ongoing compliance with cGMP. If the FDA (or other authorities) finds these centers not to be in compliance, our ongoing operations and/or plans to expand plasma collections would be adversely affected.

We would become supply-constrained and our financial performance would suffer if we could not obtain adequate quantities of FDA-approved source plasma.

In order for plasma to be used in the manufacturing of our products, the individual centers at which the plasma is collected must be licensed by the FDA and approved by the regulatory authorities, such as the EMA, of those countries in which we sell our products. When a new plasma collection center is opened, and on an ongoing basis after its licensure, it must be inspected by the FDA and the EMA for compliance with cGMP and other regulatory requirements. An unsatisfactory inspection could prevent a new center from being licensed or risk the suspension or revocation of an existing license.

In order to maintain a plasma center’s license, its operations must continue to conform to cGMP and other regulatory requirements. In the event that we determine that plasma was not collected in compliance with cGMP, we may be unable to use and may ultimately destroy plasma collected from that center, which would be recorded as a charge to cost of goods. Additionally, if noncompliance in the plasma collection process is identified after the impacted plasma has been pooled with compliant plasma from other sources, entire plasma pools, in-process intermediate materials and final products could be impacted. Consequently, we could experience significant inventory impairment provisions and write-offs which could adversely affect our

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business and financial results. During 2008, Talecris experienced such an event at one of their plasma collection centers, which resulted in a charge to cost of goods sold of $23.3 million, for which they subsequently recovered $19.4 million through December 31, 2010. In this particular instance, a portion of the impacted plasma had been released to manufacturing prior to Talecris’ detection of the issue.

We plan to obtain our supplies of plasma for use in our manufacturing processes through collections at our plasma collection centers and through selective acquisitions or remodeling and relocations of existing centers. This strategy is dependent upon our ability to successfully integrate new centers, to obtain FDA and other necessary approvals for the remaining unlicensed plasma centers, to maintain a cGMP compliant environment in all plasma centers, and to expand production and attract donors to our centers.

Our ability to maintain a cGMP compliant environment in all plasma collection centers may be challenged as a result of the implementation of a comprehensive set of new Standard Operating Procedures (“SOPs”) that have been approved by the FDA. Implementing the revised SOPs will be a substantial project, which will temporarily increase cost and reduce plasma collection volumes. We have completed the conversion of all of our collection centers to these new SOPs. The change in SOPs, although intended to improve quality and compliance, could temporarily lead to an increase in issues and audit findings by us, the FDA or other regulatory agencies.

Our ability to expand production and increase our plasma collection centers to more efficient production levels may be affected by changes in the economic environment and population in selected regions where we operate plasma centers, by the entry of competitive plasma centers into regions where we operate, by misjudging the demographic potential of individual regions where we expect to expand production and attract new donors, by unexpected facility related challenges, or by unexpected management challenges at selected plasma centers.

A significant disruption in our supply of plasma could have a material adverse effect on our business and our growth plans.

The majority of our revenue depends on our access to U.S. source plasma, the principal raw material for our plasma derivative products. Our ability to increase revenues depends substantially on increased access to plasma. We expect that our plasma needs for 2012 and going forward will be met through the volumes of collection at our 147 plasma collection centers in the United States and supplemented by approximately 800,000 liters of plasma per year to be purchased from third-party suppliers for the next three years pursuant to multiple plasma purchase agreements assumed in connection with the acquisition. If we are unable to obtain sufficient quantities of source plasma, we may be unable to find an alternative cost-effective source of plasma.

If we are unable to obtain sufficient quantities of source plasma, we would be limited in our ability to maintain current manufacturing levels of plasma derivative products. As a result, we could experience a substantial decrease in net sales or profit margins, a loss of customers, a negative effect on our reputation as a reliable supplier of plasma derivative products, or a substantial delay in our production growth plans.

Our current business plan envisages an increase in the production of plasma derivative products, which depends on our ability to increase plasma collections and/or improve product yield. The ability to increase plasma collections may be limited, our supply of plasma could be disrupted, or the cost of plasma could increase substantially, as a result of numerous factors, including:

•  A reduction in the donor pool.  Regulators in most of the largest markets for plasma derivative products, including the United States, restrict the use of plasma collected from specific countries and regions in the manufacture of plasma derivative products. For example, the appearance of the variant Creutzfeldt-Jakob disease, commonly referred to as “mad cow” disease (which resulted in the suspension of the use of plasma collected from U.K. residents), and concern over the safety of blood products (which has led to increased domestic and foreign regulatory control over the collection and testing of plasma and the disqualification of certain segments of the population from the donor pool) have significantly reduced the potential donor pool. The appearance of new viral strains could further reduce the potential donor pool. Also, improvements in socio-economic conditions in the areas where

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our and our suppliers’ collection centers are located can reduce the attractiveness of financial incentives for donors, resulting in increased donor fees and/or a reduction in the number of donors.

•  Regulatory requirements.  The collection of plasma is heavily regulated, and our ability to collect plasma (or to increase plasma collection) through our collection centers, or to obtain plasma from other suppliers, may be limited or disrupted by the inability to obtain or maintain necessary regulatory licenses to operate plasma collection centers in a timely manner or at all, or by the temporary or permanent shutdown of our or our suppliers’ plasma collection centers as a result of regulatory violations.

•  Plasma supply sources.  In recent years, there has been vertical integration in the industry as plasma derivatives manufacturers have been acquiring plasma collectors. Plasma availability in the United States grew from approximately 13.7 million liters in 2002 to approximately 18.3 million liters in 2010, while the number of plasma collection centers declined from 407 to 396 during the same period. Any significant disruption in supply of plasma or an increased demand for plasma may require plasma from alternative sources, which may not be available on a timely basis.

A significant portion of our revenue has historically been derived from sales of our largest product, Flebogamma IVIG, and we anticipate that the IVIG product acquired from Talecris, Gamunex-C/Gamunex IVIG, will also comprise a significant portion of our net sales on a going forward basis. Any adverse market event with respect to these products would have a material adverse effect on us.

We have historically derived a significant portion of our net sales from our product Flebogamma IVIG. Sales of Flebogamma IVIG comprised approximately 37% of our total net sales in the fiscal year ended December 31, 2010. In connection with the acquisition of Talecris, we have acquired their IVIG product, Gamunex-C/Gamunex IVIG. We anticipate that Gamunex-C/Gamunex IVIG will comprise a significant portion of our net sales on a going forward basis. If either Flebogamma IVIG or Gamunex-C/Gamunex IVIG lost significant sales, or were substantially or completely displaced in the market, we would lose a significant and material source of our net revenue. Similarly, if either Flebogamma IVIG or Gamunex-C/Gamunex IVIG were to become the subject of litigation and/or an adverse governmental ruling requiring us to cease sales of either product, our business could be adversely affected. Although we do not currently anticipate any significant decrease in the sales of any of these products, a significant decrease could result from plasma procurement and manufacturing issues resulting in lower product availability for sales and changing market conditions.

Our products face increased competition.

Our products have experienced increased competition. Each of Baxter and CSL Behring have launched 10% liquid IVIG products in the United States. Octopharma has launched a 5% liquid IVIG and we expect Octapharma to launch a 10% liquid IVIG within the next year. Omrix and Biotest are both seeking approval for liquid IVIG products in the United States, which, if approved, will further increase competition among liquid IVIG products. In 2010, CSL Behring received FDA approval and launched Hizentra Immune Globulin Subcutaneous (Human) 20% liquid. Additionally, Bio Products Laboratory received approval from the FDA for its 5% concentration IVIG for PI. As competition has increased, competitors have discounted the price of IVIG products. Furthermore, many customers are increasingly more price sensitive regarding IVIG products. If customers demand lower priced products of competitors, we may lose sales or be forced to lower our prices.

Octapharma’s IGIV products have been off the market during the fourth quarter of 2010 and all of 2011 in the U.S. and other parts of the world. Beginning in the third quarter of 2011, Octapharma began selling their IVIG products again in Europe. When Octapharma further resumes sales of its products, it may discount prices to regain lost market share. If customers demand lower priced products of competitors, we may lose sales or be forced to lower our prices.

The FDA recently approved Gamunex-C for the subcutaneous route of administration for the PI indication. We believe that our competitors are developing several new products and technologies potentially offering an improved route of administration possibly for indications beyond PI. If these development efforts

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are successful and our efforts fail, then we will be at a competitive disadvantage that may impact our Gamunex sales.

Until December 2002, Talecris’ A1PI product, Prolastin A1PI, was the only plasma product licensed and marketed for therapy of congenital A1PI deficiency-related emphysema in the U.S. Baxter and CSL Behring received licenses for Aralast and Zemaira, respectively, which were launched in the U.S. in 2003. In addition, Kamada Ltd. received approval of its BLA for its A1PI, Glassia, on July 1, 2010. In Europe, we had an 87% share of A1PI sales in 2008 according to the MRB, and have the only licensed A1PI products that have marketing authorization in Europe, with the exception of LFB, which sells its A1PI product, Alfalastin, in France. Our competitors are currently pursuing licensing trials in Europe. Should our competitors receive approvals in Europe sooner than expected, this will impact our unit volumes and share of sales. These and other future competitors may increase their sales, lower their prices or change their distribution model that may harm our product sales and financial condition. Also, if the attrition rate of our A1PI patient base accelerates faster than we have forecast, we would have fewer patients and lower sales volume.

New products may reduce demand for plasma-derived A1PI. A recombinant form of A1PI (recA1PI) could gain market share through the elimination of the risk of plasma-borne pathogens, or through a reduced price permitted by significantly decreased costs (since the recA1PI would not be sourced from plasma). Arriva and GTC Biotherapeutics are in the early stages of development for a recombinant form of A1PI. Although we are not aware of any active clinical trials for a recA1PI product, a successful recA1PI, prior to our development of a similar product, could gain first mover advantage and result in a loss of our A1PI market share. Similarly, if a new formulation of A1PI is developed that has a significantly improved rate of administration, such as aerosol inhalation, the market share of our A1PI products could be negatively impacted. Similarly, several companies are attempting to develop products which would be substitution threats in the A1PI sector, including retinoic acid, oral synthetic elastase inhibitors and gene therapy. While these products are all in early stages of development, the potential for successful product development and launch cannot be ruled out.

In addition, our plasma-derived therapeutics face competition from non-plasma products and other courses of treatments. For example, two RhD hyperimmune globulins for intravenous administration, Cangene’s WinRho SDF and CSL Behring’s Rhophylac, are now approved for use to treat ITP, and GSK and Amgen launched thrombopoietin inhibitors targeting ITP patients in 2008 that may reduce the demand for IVIG to treat this immune disorder. There is also a risk that indications for which our products are now used will be susceptible to new treatments, such as small molecules, monoclonal or recombinant products. Recombinant Factor VIII products compete with our own plasma-derived product in the treatment of Hemophilia A and are perceived by many to have lower risks of disease transmission. Additional recombinant products or the use of monoclonal antibodies, small molecules, or stem cell transplantations could compete with our products and reduce the demand for our products. Crucell and Sanofi Pasteur have completed Phase II clinical trials for a monoclonal rabies product to compete with our rabies hyperimmune product. If successful, we estimate that the monoclonal product could take a significant portion of the rabies market in years subsequent to its introduction. Also, in February 2009, GTC Biotherapeutics obtained FDA approval of a competitive ATIII product for the treatment of hereditary antithrombin deficiency, which is derived from the milk of transgenic goats. This product now directly competes with our product, Thrombate III (Human), which had previously been the only FDA approved product.

Since the late 1980s, Talecris (and prior to 2005, Bayer) had been the “supplier of record” for the Canadian blood system. Talecris was awarded new five-year contracts with Canadian Blood Services and Hema Quebec, the Canadian blood system operators, in December 2007 that became effective April 1, 2008. We assumed these contracts in connection with the acquisition of Talecris, making us the largest supplier of plasma-derived products to these operators. The contracts may be extended for two one-year terms upon agreement of the parties. Under these contracts, we fractionate 100% of the Canadian plasma initially and a majority of the Canadian plasma throughout the contract period and supply a majority of the Canadian requirements for IVIG during the contract term as well. We transport plasma from Canadian Blood Services and Hema Quebec collection centers to our manufacturing facility in Clayton, North Carolina for manufacture, and return the finished product, along with commercial product, for sale to Canadian Blood Services and

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Hema Quebec. Pricing for our products and services is set at the beginning of the contract period, subject to adjustment for inflation. The U.S. Dollar based contracts are terminable upon default, or the occurrence of certain events, including a third party obtaining Canadian regulatory approval to introduce a significantly superior product or fractionation service, our products or services becoming obsolete, or if we make certain nonrelated improvements and Canadian Blood Services or Hema Quebec do not accept the associated price increase.

Canadian Blood Services has elected to pursue a multi-source strategy and although we will continue to be the primary supplier, we anticipate annual volume declines because of this strategy. Hema Quebec currently has a sole source strategy for fractionation of their plasma but could switch to a multi-source strategy. In 2010, Talecris fractionated 71% of Canadian plasma and supplied 67% of Canadian requirements of IGIV. Talecris had, and we expect to continue to, derive significant revenue and profits under these contracts, and a failure to maintain contracts with the Canadian blood system operators or any diminution in the volume or price under future contracts could have a material adverse effect on our financial results.

New products could render our plasma derivative products less competitive.

Our plasma derivative products may face intense competition from alternative products resulting from technological advances. In particular, recombinant products, which result from the alteration of the genes of particular cells, are generally perceived to be safer than non-recombinant ones. Recombinant substitutes are currently available for Factor VIII and Factor IX and are widely used in the United States and Europe. In addition, less expensive alternatives have long existed for albumin in its application as a plasma volume expander. If an increased use of alternative products for Factor VIII, Factor IX or albumin makes it uneconomical to produce our plasma derived equivalents or if further technological advances improve these products or create other competitive alternatives to our plasma derivative products, our financial condition and results of operations could be materially adversely affected.

We do not currently sell any recombinant products. Although we are considering developing recombinant versions of Plasmin, A1PI and Factor VIII, we cannot be certain that any of these products will ever be approved or commercialized. As a result, our product offerings may remain plasma-derived, even if our competitors offer competing recombinant products.

We face competition from companies with greater financial resources.

We operate in highly competitive markets. Our principal competitors include Baxter International, Inc., Octapharma AG, CSL, Bio-Rad Laboratories, Ortho Clinical Diagnostic, B. Braun Melsungen AG, Macopharma and Fresenius Medical Care AG, among others. Some of our competitors have significantly greater financial resources than us. As a result, they may be able to devote more funds to research and development and new production technologies, as well as to the promotion of their products and business. These competitors may also be able to sustain for longer periods a deliberate substantial reduction in the price of their products or services. The development by a competitor of a similar or superior product or increased pricing competition may result in a reduction in our net sales or a decrease in our profit margins.

Our products have historically been subject to supply-driven price fluctuations.

Our products, particularly IVIG, have historically been subject to price fluctuations as a result of changes in the production capacity available in the industry, the availability and pricing of plasma, development of competing products and the availability of alternative therapies. Higher prices for plasma-derived products have traditionally spurred increases in plasma production and collection capacity, resulting over time in increased product supply and lower prices. As demand continues to grow, if plasma supply and manufacturing capacity do not commensurately expand, prices tend to increase.

The robust demand for plasma derived products, particularly for IVIG, over the last few years has resulted in efforts on the part of companies, including us, to increase manufacturing capacity and open new plasma collection centers to increase the availability of source plasma. Some of our competitors have announced plans to grow product supply at a rate above expected demand growth. The growth in demand for IVIG has been

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outpaced by the recent supply growth, as evidenced by increased supply in the distribution channel. We, or our competitors, may misjudge demand growth and over-invest in expanding plasma collection or manufacturing capacity, which ultimately may result in lower prices for, or inability to sell, our products.

If we are unable to obtain product licenses, revenue growth will be negatively affected.

Revenue growth depends, among other things, on our ability to have new bioscience and diagnostic products approved for sale in various jurisdictions in a timely manner. The failure to obtain a product license without significant delay, or at all, could materially adversely affect our prospects for revenue growth.

Technological changes in the production of plasma derivative products could render our production process uneconomical.

Technological advances have accelerated changes in many bioscience industries in recent years. Future technological developments could render our production processes for plasma derivative products uneconomical and may require us to invest substantial amounts of capital to upgrade our facilities. Such investments could have a material adverse effect on our financial condition and results of operations. In addition, we may not be able to fund such investment from existing funds or raise sufficient capital to make such investments.

The discovery of new pathogens could slow down our growth and adversely affect profit margins.

The possible appearance of new pathogens could trigger the need for changes in our existing quality control, inactivation and production methods, including the administration of new detection tests. Such a development could result in delays in production until the new methods are in place, as well as increased costs that may not be readily passed on to our customers.

Product liability claims or product recalls involving our products or products we distribute could have a material adverse effect on our business.

Our business exposes us to the risk of product liability claims that are inherent in the manufacturing, distribution and sale of plasma-derived therapeutic protein products. We face an inherent risk of product liability exposure related to the testing of our product candidates in human clinical trials and an even greater risk when we commercially sell any products. If we cannot successfully defend ourselves against claims that our product candidates or products caused injuries, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

•  decreased demand for our products and any product candidates that we may develop;

•  injury to our reputation;

•  withdrawal of clinical trial participants;

•  costs to defend the related litigation;

•  substantial monetary awards to trial participants or patients;

•  loss of revenue; and

•  the inability to commercialize any products that we may develop.

Like many fractionators of plasma, we have been, and may in the future be, involved in product liability claims relating to our products, including claims alleging the transmission of disease through the use of such products. For example, since the 1980s, it has been alleged that hemophiliacs became infected with hepatitis C and/or the HIV virus by using clotting factor concentrates derived from human plasma, like our Factor VIII products. Plasma is a biological matter that is capable of transmitting viruses and pathogens, whether known or unknown. Therefore, our plasma and plasma derivative products, if not properly collected, tested, inactivated, processed, stored and transported, could cause serious disease and possibly death to the patient. Further, even when we properly affect such steps, there are viral and other infections of plasma which may escape detection using current testing methods and which are not susceptible to inactivation methods. Any

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transmission of disease through the use of one of our products or third-party products sold by us could result in claims by persons allegedly infected by such products.

Our potential product liability also extends to our diagnostic and hospital products. In particular, a misdiagnosis due to a defect in the manufacturing of a blood testing or blood classification machine or of a reagent could result in serious injury to the patient whose blood was tested. Likewise, a poorly sealed blood bag or an inadequate sterilization of solutions that results in contamination of that product could give rise to product liability claims. In addition, we sell and distribute third-party products, and the laws of the jurisdictions where we sell or distribute these products could also expose us to product liability claims for those products. Furthermore, the presence of a defect in a product could require us to carry out a recall of such product.

Bayer is the defendant in continuing litigation alleging that use of products manufactured at Talecris’ Clayton site in the 1980s, prior to Talecris’ formation transaction and carve-out from Bayer, resulted in the transmission of hepatitis C virus and HIV to patients. Bayer is also a defendant in litigation alleging that thimerosal, a preservative that was added to some intra muscular (hyperimmune) immune globulin products until 1996 (at which time its use was discontinued), was the cause of autism and other disorders in children who received these products. While Talecris is not a party to any of these actions, and Bayer has agreed to fully indemnify Talecris from any claims or losses arising out of these actions, we cannot assure you that our products or any of their constituents or additives may not someday give rise to similar product liability claims that we will be forced to defend and which may have a material adverse affect on our business.

A product liability claim or a product recall could result in substantial financial losses, negative reputational repercussions and an inability to retain customers. We have product liability insurance coverage for up to €105 million per insurable event and per year (except for HIV and hepatitis B or C infections, where the maximum aggregate amount covered is €13.0 million), although we have elected to self-insure the first €10.0 million per claim per year through the purchase by one of our subsidiaries of such portion of the insurance policy. Claims made against our insurance policies could exceed our limits of coverage. We intend to expand our insurance coverage as our sales grow. However, as product liability insurance is expensive and can be difficult to obtain, a product liability claim could decrease our access to product liability insurance on acceptable terms. In turn, we may not be able to maintain insurance coverage at a reasonable cost and may not be able to obtain insurance coverage that will be adequate to satisfy any liability that may arise. See the section entitled “Business — Insurance Coverage.”

Our ability to continue to produce safe and effective products depends on the safety of our plasma supply against transmittable diseases.

Despite overlapping safeguards, including the screening of donors and other steps to remove or inactivate viruses and other infectious disease causing agents, the risk of transmissible disease through plasma-derived products cannot be entirely eliminated. For example, since plasma-derived therapeutics involve the use and purification of human plasma, there has been concern raised about the risk of transmitting HIV, prions, West Nile virus, H1N1 virus (commonly known as the “swine flu”) and other blood-borne pathogens. There are also concerns about the future transmission of avian flu H5N1 virus (commonly known as the “bird flu”). In the 1980s, thousands of hemophiliacs worldwide were infected with HIV through the use of contaminated Factor VIII.

New infectious diseases emerge in the human population from time to time. If a new infectious disease has a period during which time the causative agent is present in the bloodstream but symptoms are not present, it is possible that that infectious agent could contaminate plasma donations. Typically, early in an outbreak of a new disease, tests for the causative agent do not exist. During this early phase, we must rely on screening of donors (e.g., for behavioral risk factors or physical symptoms) to reduce the risk of plasma contamination. Screening methods are generally less sensitive and specific than a direct test as a means of identifying potentially contaminated plasma units.

During the early phase of an outbreak of a new infectious disease, our ability to manufacture safe products would depend on the manufacturing process’ capacity to inactivate or remove the infectious agent. To

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the extent that a product’s manufacturing process is inadequate to inactivate or remove an infectious agent, our ability to manufacture and distribute that product would be impaired.

If a new infectious disease was to emerge in the human population, the regulatory and public health authorities could impose precautions to limit the transmission of the disease that would impair our ability to procure plasma, manufacture our products or both. Such precautionary measures could be taken before there is conclusive medical or scientific evidence that a disease poses a risk for plasma-derived products.

In recent years, new testing and viral inactivation methods have been developed that more effectively detect and inactivate infectious viruses in collected plasma. There can be no assurance, however, that such new testing and inactivation methods will adequately screen for, and inactivate, infectious agents in the plasma used in the production of our products.

Plasma and plasma derivative products are fragile and improper handling of our plasma or plasma derivative products could adversely affect results of operations.

Plasma is a raw material that is susceptible to damage. Almost immediately after its collection from a donor, plasma is stored and transported at temperatures that are at least -20 degrees Celsius. The production of plasma derivative products occurs at near freezing temperatures. Once we manufacture plasma derivative products, they must be handled carefully and kept at appropriate temperatures. Our failure, or the failure of third parties that supply, ship or distribute our plasma and plasma derivative products, to properly care for our plasma or plasma derivative products may require us to destroy some raw materials or products. If the volume of plasma or plasma derivative products damaged by such failures were significant, the loss of that plasma or those plasma derivative products could have a material adverse effect on our financial condition and results of operations.

Our above-average aging of our receivables has in the past negatively affected and may in the future negatively affect our working capital levels and increase financial costs.

Our receivables have an aging average of 84 days, 83 days, 83 days and 63 days at December 31, 2008, 2009 and 2010 and the six months ended June 30, 2011, respectively, which is substantially higher than the receivables aging average for the industry in the United States. Our high receivables aging average is primarily due to significant delays in collection from Spain, Portugal and Italy. The adoption by Spain, effective December 31, 2004, of a European Union directive that requires payment of interest on most receivables from hospitals and clinics that are part of the social security systems in Spain that are more than 60 days overdue has resulted in a significant decrease in collection delays from these hospitals and clinics. However, we cannot assure that this trend will continue or that the present receivables aging levels for these hospitals and clinics will not increase again, particularly if the funding of these hospitals and clinics is not increased sufficiently by the appropriate governmental health agencies. Failure to receive timely payments for the sale of our products negatively affects our working capital levels and may require us to obtain more short-term financing than would otherwise be needed.

Our future success depends on our ability to retain members of our senior management and to attract, retain and motivate qualified personnel.

We are highly dependent on the principal members of our executive and scientific teams. The loss of the services of any of these persons might impede the achievement of our research, development, operational and commercialization objectives. In particular, we believe the loss of the services of any of Victor Grifols Roura, Juan-Ignacio Twose Roura, Ramon Riera Roca, Alfredo Arroyo Guerra, Carlos Roura Fernandez, Vicente Blanquer Torre, Eva Bastida Tubau, Mateo Borras Humbert, Antonio Viñes Pares, Montserrat Lloveras Calvo, David I. Bell, Gregory G. Rich, Shinji Wada, Alberto Grifols Roura, Francisco Javier Jorba Ribes, Nuria Pascual Lapeña, Mary Kuhn or Joel Abelson would significantly and negatively impact our business. We do not maintain “key person” insurance on any of our executive officers.

Recruiting and retaining qualified operations, finance and accounting, scientific, clinical and sales and marketing personnel will be critical to our success. We may not be able to attract and retain these personnel

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on acceptable terms, given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to attract, retain and motivate qualified and experienced personnel, we could lose customers and suffer reduced profitability. Even if we are successful in attracting and retaining such personnel, competition for such employees may significantly increase our compensation costs and adversely affect our financial condition and results of operations.

Federal cGMP regulations also require that the personnel we employ and hold responsible for the collection, processing, testing, storage or distribution of blood or blood components be adequate in number, educational background, training and experience, including professional training as necessary, or combination thereof, and have capabilities commensurate with their assigned functions, a thorough understanding of the procedures or control operations they perform, the necessary training or experience, and adequate information concerning the application of relevant cGMP requirements for their individual responsibilities. Our failure to attract, retain, and motivate qualified personnel may result in a regulatory violation, affect product quality, require recall or market withdrawal of affected product, or a suspension or termination of our license to market our products, or any combination thereof.

Our business requires substantial capital to operate and grow and to achieve our strategy of realizing increased operating leverage, including the completion of several large capital projects.

We intend to undertake several large capital projects that will allow us to expand our production capabilities and achieve operating leverage. Capital projects of this magnitude involve technology and project management risks. Technologies that have worked well in a laboratory or in a pilot plant may cost more or not perform as well, or at all, in full-scale operations. Projects may run over budget or be delayed. We cannot be certain that these projects will be completed in a timely manner or that we will maintain our compliance with cGMP, and we may need to spend additional amounts to achieve compliance. Additionally, by the time these multi-year projects are completed, market conditions may differ significantly from our assumptions regarding the number of competitors, customer demand, alternative therapies, reimbursement and public policy, and as a result capital returns might not be realized.

We plan on spending substantial sums in capital and operating expense over the next five years to obtain FDA approval, and that of other regulatory agencies, for new indications for existing products, to enhance the facilities in which and processes by which we manufacture existing products, to develop new product delivery mechanisms for existing products, to strengthen our plasma collection system and to develop innovative product additions. We face a number of obstacles to successfully converting these efforts into profitable products including but not limited to the successful development of an experimental product for use in clinical trials, the design of clinical study protocols acceptable to FDA and other regulatory agencies, the successful outcome of clinical trials, our ability to scale our manufacturing processes to produce commercial quantities or successfully transition technology, FDA approval, and that of other regulatory agencies, of our product or process and our ability to successfully market an approved product with our new process or new indication.

Our planned capital spending is expected to be significant over the next four years. We currently estimate our capital spending to be in the range of €650 million to €700 million on a cumulative basis from 2011 through 2015. The amount and timing of future capital spending is dependent upon a number of factors, including market conditions, regulatory requirements and the extent and timing of particular projects, among other things. Our ability to grow our business is dependent upon the timely completion of these facilities and obtaining the requisite regulatory approvals.

To finance these various activities, we may need to incur future debt or issue additional equity if our cash flows and capital resources are insufficient, and we may not be able to structure our debt obligations on

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favorable economic terms. As a result of the acquisition, we have substantial indebtedness, which may adversely affect our ability to structure our debt obligations on favorable economic terms.

We may not be able to develop some of our international operations successfully.

We currently conduct sales in over 100 countries. The successful operation of such geographically dispersed resources requires considerable management and financial resources. In particular, we must bridge our business culture to the business culture of each country in which we operate. In addition, international operations and the provision of services in foreign markets are subject to additional risks such as changing market conditions, currency exchange rate fluctuations, trade barriers, exchange controls, regulatory changes, changes to the tax regime, foreign investment limitations, civil disturbances and war. Furthermore, if an area in which we have significant operations or an area into which we are looking to expand suffers an economic recession and/or currency devaluation, our net sales and accounts receivable collections in that region will likely decline substantially or we may not be able to successfully expand in that region.

We are susceptible to interest rate variations.

A majority of our interest-bearing debt at December 31, 2010 and June 30, 2011 bore interest at a floating rate, at a spread over LIBOR for our U.S. Dollar-denominated debt and at a spread over EURIBOR for our Euro-denominated debt. At December 31, 2010, we had a total interest-bearing debt of €837.8 million, of which €399 million bore a floating rate of interest. At June 30, 2011, we had a total of $3.6 billion and €458.4 million of long-term interest-bearing debt outstanding (not including approximately $50 million, €36.7 million and the $200 million equivalent in multicurrencies available for additional borrowing under the Revolving Credit Facilities), of which $2.5 billion and €458.4 million bore a floating rate of interest, respectively. Pursuant to mandatory hedging requirements under the Senior Credit Facilities, 62% of our U.S. Dollar-denominated debt under the Senior Term Loans is hedged at a fixed rate. However, our Euro-denominated debt is not hedged. Any increase in interest rates payable by us, which could be adversely affected by, among other things, our inability to meet certain financial ratios, would increase our interest expense and reduce our cash flow, which could materially adversely affect our financial condition and results of operations.

Our results of operations and financial condition may be affected by adverse changes in foreign currency exchange rates, especially a significant shift in the value of the Euro as compared to the U.S. Dollar.

A significant portion of our business is conducted in currencies other than our reporting currency, the Euro. For example, we are exposed to currency fluctuations with respect to other currencies such as the U.S. Dollar, the British pound, the Brazilian real, the Canadian Dollar, the Malaysian ringgit and the Argentine, Mexican and Chilean pesos. The majority of our net sales for the six months ended June 30, 2011 were denominated in U.S. Dollars. As a result, currency fluctuations among the Euro, the U.S. Dollar and the other currencies in which we do business have caused foreign currency translation gains and losses in the past and will likely do so in the future. In particular, a devaluation of the U.S. Dollar against the Euro would result in (i) a decrease in net sales in Euro terms for sales denominated in U.S. Dollars, and (ii) a decrease in costs in Euro terms for costs denominated in U.S. dollars. A devaluation of the Euro against the U.S. Dollar would have the opposite effect. As a result we could incur unanticipated gains and losses as a result of changes in foreign currency exchange rates.

We are also exposed to risk based on the payment of U.S. dollar-denominated indebtedness. At December 31, 2010, $549 million of our indebtedness was denominated in U.S. Dollars. At June 30, 2011, $2.5 billion under the Senior Term Loans, $50 million of undrawn availability under the Revolving Credit Facilities (not including an additional $200 million equivalent in multicurrencies of undrawn availability under the Revolving Credit Facilities which can be drawn in either U.S. Dollars or Euros) and $1.1 billion aggregate principal amount of 8.25% senior notes due 2018 were denominated in U.S. Dollars.

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Developments in the economy may adversely impact our business.

Since the middle of 2007, there has been disruption and turmoil in financial markets around the world. Throughout many of our largest markets, including the United States and Spain, there have been dramatic declines in the housing market, high levels of unemployment and underemployment, and reduced earnings, or, in some cases, losses, for businesses across many industries, with reduced investments in growth.

A recessionary economic environment may adversely affect demand for our products. Prolastin/Prolastin-C A1P1 is sold directly to patients in the United States. As a result of loss of jobs, patients may lose medical insurance and be unable to purchase needed medical products or may be unable to pay their share of deductibles or co-payments. IVIG is primarily sold to hospitals and specialty pharmacies. Hospitals adversely affected by the economy may steer patients to less costly therapies, resulting in a reduction in demand, or demand may shift to public health hospitals, which purchase at a lower government price. While to date we cannot directly trace any material reduction in demand to the recession, if economic conditions do not improve, the impact may become material.

If our Los Angeles, Barcelona or Clayton facilities were to suffer a crippling accident, or a force majeure event materially affected our ability to operate and produce saleable products, a substantial part of our manufacturing capacity could be shut down for an extended period.

Substantially all of our revenues are derived from products manufactured at our plants located in Parets del Vallès (Barcelona), Clayton, North Carolina and Los Angeles, California. In addition, a substantial portion of our plasma supply is stored at facilities in City of Industry, California, Benson, North Carolina and our Barcelona and Clayton facilities. If any of these facilities were to be impacted by an accident or a force majeure event such as an earthquake, major fire or explosion, major equipment failure or power failure lasting beyond the capabilities of our backup generators, our revenues would be materially adversely affected. In this situation, our manufacturing capacity could be shut down for an extended period and we could experience a loss of raw materials, work in process or finished goods inventory. Other force majeure events such as terrorist acts, influenza pandemic or similar events could also impede our ability to operate our business. In addition, in any such event, the reconstruction of our Los Angeles, Barcelona or Clayton fractionation plants or our plasma storage facilities, the regulatory approval of the new facilities, and the replenishment of raw material plasma could be time-consuming. During this period, we would be unable to manufacture our products at other plants due to the need for FDA and foreign regulatory authority inspection and certification of such facilities and processes. While we maintain property damage and business interruption insurance with limits of $500 million for the United States and €360 million for the rest of the world, these amounts may still be insufficient to mitigate the losses from any such event. We may also be unable to recover the value of the lost plasma or work-in-process inventories, as well as the sales opportunities from the products we would be unable to produce.

Many of our plasma collection centers are located near the U.S. border with Mexico and for the six months ended June 30, 2011 and the year ended December 31, 2010, approximately 10% and 8%, respectively, of our internally sourced plasma came from collection centers located near the U.S. border with Mexico. Donations at these centers could be impacted by changes in U.S. visa rules and the recently enacted healthcare reform legislation. In addition, we have a number of plasma centers in regions of the southeast which could be affected by natural disasters such as hurricanes. A disruption in our source of plasma due to events arising in a geographic region where many of our collection centers are located would limit our ability to maintain our current production levels of plasma-derived products.

If we experience equipment difficulties or if the suppliers of our equipment or disposable goods fail to deliver key product components or supplies in a timely manner, our manufacturing ability would be impaired and our product sales could suffer.

We depend on a limited number of companies that supply and maintain our equipment and provide supplies such as chromatography resins, filter media, glass and stoppers used in the manufacture of our products. If our equipment should malfunction, the repair or replacement of the machinery may require

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substantial time and cost, which could disrupt our production and other operations. Our plasma collection centers rely on disposable goods supplied by third parties and information technology systems hosted by third parties. Our plasma collection centers cannot operate without an uninterrupted supply of these disposable goods and the operation of these systems. We have experienced periodic outages of these systems, but a material outage would affect our ability to operate our collection centers. Alternative sources for key component parts or disposable goods may not be immediately available. Any new equipment or change in supplied materials may require revalidation by us and/or review and approval by the FDA, or foreign regulatory authorities, including the EMA, which may be time-consuming and require additional capital and other resources. We may not be able to find an adequate alternative supplier in a reasonable time period, or on commercially acceptable terms, if at all. As a result, shipments of affected products may be limited or delayed. Our inability to obtain our key source supplies for the manufacture of products may require us to delay shipments of products, harm customer relationships and force us to curtail operations.

If our shipping or distribution channels were to become inaccessible due to a crippling accident, an act of terrorism, a strike or any other force majeure event, our supply, production and distribution processes could be disrupted.

Plasma must be transported at a temperature of -20 degrees Celsius to ensure the preservation of its proteins. Not all shipping or distribution channels are equipped to transport plasma at these temperatures. If any of our shipping or distribution channels becomes inaccessible due to a crippling accident, an act of terrorism, a strike or any other force majeure event, we may experience disruptions in our continued supply of plasma and other raw materials, delays in our production process or a reduction in our ability to distribute our products directly to our customers.

We rely in large part on third parties for the sale, distribution and delivery of our products.

In the United States, we regularly enter into distribution, supply and fulfillment contracts with group purchasing organizations, home care companies, alternate infusion sites, hospital groups and others. We are highly dependent on these contracts for the successful sale, distribution and delivery of our products. For example, we rely principally on group purchasing organizations and on our distributors to sell our IVIG product. If the parties with which we contract breach, terminate, or otherwise fail to perform under the agreements, our ability to effectively distribute our products will be impaired and our business may be materially and adversely affected. In addition, through circumstances outside of our control, such as general economic decline, market saturation or increased competition, we may be unable to successfully renegotiate our contracts or secure terms which are as favorable to us. In addition, we rely in certain countries on distributors for sales of our products. Disagreements or difficulties with our distributors supporting our export business could result in a loss of sales.

We may not be able to commercialize products in development.

Before obtaining regulatory approval for the sale of our product candidates or for marketing of existing products for new indicated uses, we must conduct, at our own expense, extensive preclinical tests to demonstrate the safety of our product candidates in animals and clinical trials to demonstrate the safety and efficacy of our product candidates in humans. Preclinical and clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more of our clinical trials can occur at any stage of testing. We may experience numerous unforeseen events during, or as a result of, preclinical testing and the clinical trial process that could delay or prevent our ability to receive regulatory approval or commercialize our product candidates, including:

•  regulators or institutional review boards may not authorize us to commence a clinical trial or conduct a clinical trial within a country or at a prospective trial site respectively;

•  the regulatory requirements for product approval may not be explicit, may evolve over time and may diverge by jurisdiction;

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•  our preclinical tests or clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional preclinical testing or clinical trials or we may abandon projects that we had expected to be promising;

•  the number of patients required for our clinical trials may be larger than we anticipate, enrollment in our clinical trials may be slower than we currently anticipate, or participants may drop out of our clinical trials at a higher rate than we anticipate, any of which would result in significant delays;

•  our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner;

•  we might have to suspend or terminate our clinical trials if the participants are being exposed to unacceptable health risks or if any participant experiences an unexpected serious adverse event;

•  regulators or institutional review boards may require that we hold, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements;

•  undetected or concealed fraudulent activity by a clinical researcher, if discovered, could preclude the submission of clinical data prepared by that researcher, lead to the suspension or substantive scientific review of one or more of our marketing applications by regulatory agencies, and result in the recall of any approved product distributed pursuant to data determined to be fraudulent;

•  the cost of our clinical trials may be greater than we anticipate;

•  the supply or quality of our product candidates or other materials necessary to conduct our clinical trials may be insufficient or inadequate because we do not currently have any agreements with third-party manufacturers for the long-term commercial supply of any of our product candidates;

•  an audit of preclinical or clinical studies by the FDA or other regulatory authority may reveal noncompliance with applicable regulations, which could lead to disqualification of the results and the need to perform additional studies; and

•  the effects of our product candidates may not achieve the desired clinical benefits or may cause undesirable side effects or the product candidates may have other unexpected characteristics.

If we are required to conduct additional clinical trials or other testing of our product candidates beyond those that we currently contemplate, if we are unable to successfully complete our clinical trials or other testing, if the results of these trials or tests are not positive or are only modestly positive or if there are safety concerns, we may:

•  be delayed in obtaining marketing approval for our product candidates;

•  not be able to obtain marketing approval;

•  not be able to obtain reimbursement for our products in some countries;

•  obtain approval for indications that are not as broad as intended; or

•  have the product removed from the market after obtaining marketing approval.

Our product development costs will also increase if we experience delays in testing or approvals. We do not know whether any preclinical tests or clinical trials will begin as planned, will need to be restructured or will be completed on schedule, if at all. Significant preclinical or clinical trial delays also could shorten the patent protection period during which we may have the exclusive right to commercialize our product candidates or allow our competitors to bring products to market before we do and impair our ability to commercialize our products or product candidates.

Even if preclinical trials are successful, we may still be unable to commercialize the product due to difficulties in obtaining regulatory approval for the process or problems in scaling the engineering process to commercial production. Additionally, if produced, the product may not achieve an adequate level of market acceptance by physicians, patients, healthcare payors and others in the medical community to be profitable.

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The degree of market acceptance of our product candidates, if approved for commercial sale, will depend on a number of factors, some of which are beyond our control, including:

•  the prevalence and severity of any side effects;

•  the efficacy and potential advantages over alternative treatments;

•  the ability to offer our product candidates for sale at competitive prices;

•  relative convenience and ease of administration;

•  the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;

•  the strength of marketing and distribution support; and

•  sufficient third-party coverage or reimbursement.

Therefore, we cannot guarantee that any products that we may seek to develop will ever be successfully commercialized, and to the extent they are not, such products could be a significant expense with no reward.

A breakdown in our information technology systems could result in a significant disruption to our business.

Our operations are highly dependent on our information technology systems. If we were to suffer a breakdown in our systems, storage, distribution or tracing, we could experience significant disruptions affecting our manufacturing, accounting and billing processes.

Our success depends in part on our ability to obtain and maintain protection in the United States and other countries of the intellectual property relating to or incorporated into our technology and products.

Our success depends in large part on our ability to obtain and maintain protection in the United States and other countries for the intellectual property covering or incorporated into our technology and products, especially intellectual property related to our purification processes. The patent situation in the field of biotechnology and pharmaceuticals generally is highly uncertain and involves complex legal and scientific questions. We may not be able to obtain additional issued patents relating to our technology or products. Even if issued, patents issued to our company or our licensors may be challenged, narrowed, invalidated, held to be unenforceable or circumvented, which could limit our ability to stop competitors from marketing similar products or limit the length of term of patent protection we may have for our products. Additionally, most of our patents relate to the processes we use to produce our products, not the products themselves. In many cases, the plasma-derived products we produce or develop in the future will not, in and of themselves, be patentable. Since our patents relate to processes, if a competitor is able to design and utilize a process that does not rely on our protected intellectual property, that competitor could sell a plasma-derived product similar to one we developed or sell. Changes in either patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection. In addition, we are a party to a number of license agreements which may impose various obligations on our company, including milestone and royalty payments. If we fail to comply with these obligations, the licensor may terminate the license, in which event we might not be able to market any product that is covered by the licensed patents.

Our patents also may not afford us protection against competitors with similar technology. Because patent applications in the United States and many other jurisdictions are typically not published until 18 months after filing, or in some cases not at all, and because publications of discoveries in the scientific literature often lag behind actual discoveries, neither we nor our licensors can be certain that we or they were the first to make the inventions claimed in our or their issued patents or pending patent applications, or that we or they were the first to file for protection of the inventions set forth in these patent applications. If a third party has also filed a U.S. patent application covering our product candidates or a similar invention, we may have to participate in an adversarial proceeding, known as an interference, declared by the U.S. Patent and Trademark

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Office to determine priority of invention in the United States. The costs of these proceedings could be substantial and it is possible that our efforts could be unsuccessful, resulting in a loss of our anticipated U.S. patent position.

Our patents expire at various dates. Our pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide us with any competitive advantage. Even if issued, we cannot guarantee that: any of our present or future patents or patent claims or other intellectual property rights will not lapse or be invalidated, circumvented, challenged or abandoned; our intellectual property rights will provide competitive advantages; our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties; any of our pending or future patent applications will be issued or have the coverage originally sought; our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak; or we will not lose the ability to assert our intellectual property rights against, or to license our technology to, others and collect royalties or other payments. In addition, our competitors or others may design around our protected patents or technologies. Effective protection of our intellectual property rights may be unavailable, limited or not applied for in some countries. Changes in patent laws or their interpretation in the United States and other countries could also diminish the value of our intellectual property or narrow the scope of our patent protection. In addition, the legal systems of certain countries do not favor the aggressive enforcement of patents, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to theirs. In order to preserve and enforce our patent and other intellectual property rights, we may need to make claims or file lawsuits against third parties. This can entail significant costs to us and divert our management’s attention from developing and commercializing our products.

We, like other companies in the pharmaceutical industry, may become aware of counterfeit versions of our products becoming available domestically and abroad. Counterfeit products may use different and possibly contaminated sources of plasma and other raw materials, and the purification process involved in the manufacture of counterfeit products may raise additional safety concerns, over which we have no control. Any reported adverse events involving counterfeit products that purport to be our products could harm our reputation and the sale of our products, in particular, and consumer willingness to use plasma-derived therapeutics generally.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.

We generally seek to protect this information by confidentiality agreements with our employees, consultants, scientific advisors and third parties. These agreements may not effectively prevent disclosure of confidential information, may be limited as to their term, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, our trade secrets may otherwise become known or be independently developed by competitors or other third parties. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position. We also rely on contractual protections with our customers, suppliers, distributors, employees and consultants, and implement security measures designed to protect our trade secrets. We cannot assure that these contractual protections and security measures will not be breached, that we will have adequate remedies for any such breach or that our suppliers, employees or consultants will not assert rights to intellectual property arising out of such contracts. Since we rely on trade secrets and nondisclosure agreements, in addition to patents, to protect some of our intellectual property, there is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect unauthorized use or take appropriate and timely steps to enforce our intellectual property rights.

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We may infringe or be alleged to infringe intellectual property rights of third parties.

Our products or product candidates may infringe or be accused of infringing one or more claims of an issued patent or may fall within the scope of one or more claims in a published patent application that may be subsequently issued and to which we do not hold a license or other rights. Third parties may own or control these patents or patent applications in the United States and abroad. These third parties could bring claims against us or our collaborators that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages. Further, if a patent infringement suit were brought against us or our collaborators, we or they could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.

If we are found to be infringing on the patent rights of a third party, or in order to avoid potential claims, we or our collaborators may choose or be required to seek a license from a third party and be required to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if we or our collaborators were able to obtain a license, the rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be prevented from commercializing a product, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we or our collaborators are unable to enter into licenses on acceptable terms.

There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical and biotechnology industries. In addition to infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference proceedings declared by the United States Patent and Trademark Office and opposition proceedings in the European Patent Office, regarding intellectual property rights with respect to our products. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and other proceedings may also absorb significant management time.

Many of our employees were previously employed at universities or other biotechnology or pharmaceutical companies, including our competitors or potential competitors. We try to ensure that our employees do not use the proprietary information or know-how of others in their work for us. We may, however, be subject to claims that we or these employees have inadvertently or otherwise used or disclosed intellectual property, trade secrets or other proprietary information of any such employee’s former employer. Litigation may be necessary to defend against these claims and, even if we are successful in defending ourselves, could result in substantial costs to us or be distracting to our management. If we fail to defend any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.

We have in-licensed certain patent rights.

The license agreements for such patent rights impose payment and other material obligations on us. Although we are currently in compliance with all of our material obligations under these licenses, if we were to breach any such obligations, our counterparties may be entitled to terminate the licenses. This may restrict or delay or eliminate our ability to develop and commercialize our products, which could adversely affect our business. We cannot guarantee that the third-party patents and technology we license will not be licensed to our competitors. In the future, we may need to obtain additional licenses, renew existing license agreements or otherwise replace existing technology. We are unable to predict whether these license agreements can be obtained or renewed or the technology can be replaced on acceptable terms, or at all.

Monitoring unauthorized use of our intellectual property is difficult and costly.

Unauthorized use of our intellectual property may have occurred or may occur in the future. Although we have taken steps to minimize the risk of this occurring, any such failure to identify unauthorized use and otherwise adequately protect our intellectual property would adversely affect our business. Moreover, if we are

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required to commence litigation, whether as a plaintiff or defendant, not only would this be time-consuming, but we would also be forced to incur significant costs and divert our attention and efforts of our management and other employees, which could, in turn, result in lower revenue and higher expenses.

If we are unable to protect our trademarks from infringement, our business prospects may be harmed.

We own trademarks that identify our products and have registered these trademarks in our key markets. Although we monitor the possible infringement or misuse of our trademarks, it is possible that third parties may infringe upon our intellectual property rights. Any unauthorized use of our trademarks could harm our reputation or commercial interests. In addition, our enforcement against third-party infringers may be unduly expensive or time-consuming, or the outcome may be an inadequate remedy.

The Grifols family may continue to exercise significant influence over the conduct of our business.

The Grifols family and Scranton Enterprises B.V. own, directly and indirectly, 35.3% of our Class A shares. The Class A shares exercise 100% of voting control of our company. As a result, the Grifols family and Scranton Enterprises B.V. may exercise significant influence over matters requiring shareholders’ approval including, among other things, the election of the board of directors, dividend policy and certain fundamental corporate action, such as the issuance of bonds, a merger or a dissolution. Conflicts may arise between the interests of the principal shareholders and those of the other shareholders and the principal shareholders may choose to resolve the conflict in a way that does not coincide with the interests of the other shareholders.

We are investigating potential Foreign Corrupt Practices Act violations that occurred at Talecris prior to the acquisition.

We are continuing an internal investigation into potential violations of the FCPA at Talecris that occurred prior to the acquisition. Talecris became aware of these potential violations while conducting an unrelated review. The FCPA investigation is being conducted by outside counsel. The investigation into certain possible improper payments to individuals and entities made after Talecris’ formation initially focused on payments made in connection with sales in certain Eastern European and Middle Eastern countries, primarily Belarus, Russia and Iran, but we are also reviewing sales practices in Brazil, China, Georgia, Turkey and other countries as deemed appropriate.

In July 2009, Talecris voluntarily contacted the U.S. Department of Justice to advise them of the investigation and to offer their cooperation in any investigation that they wanted to conduct or that they wanted Talecris to conduct. The DOJ has not indicated what action it may take, if any, against us or any individual, or the extent to which it may conduct its own investigation. Even though Talecris self-disclosed this matter to the DOJ, it or other federal agencies may seek to impose sanctions that may include, among other things, debarment, injunctive relief, disgorgement, fines, penalties, appointment of a monitor, appointment of new control staff or enhancement of existing compliance and training programs. Other countries in which Talecris had conducted business may initiate their own investigations and impose similar penalties. As a result of this investigation, shipments to some of these countries have been suspended while we put additional safeguards in place. In some cases, safeguards involved terminating consultants and suspending relations with or terminating distributors in countries under investigation as circumstances warranted. These actions unfavorably affected Talecris’ revenue from these countries in 2010 and 2009. Talecris resumed sales in countries where they believed that they had appropriate safeguards in place and we are reallocating products to other countries as necessary. To the extent that we conclude, or the DOJ concludes, that we cannot implement adequate safeguards or otherwise need to change our business practices, distributors, or consultants in affected countries or other countries, this may result in a permanent loss of business from those countries. We made an initial presentation of some of the findings of the internal FCPA investigation to the DOJ in July 2011. We will continue to present our findings from the investigation to the DOJ. Given the preliminary nature of our findings, our continuing investigation and the uncertainties regarding this matter, we are unable to estimate the financial outcome. Any sanctions or loss of business could have a material adverse effect on us or our results of operations financial condition, or cash flows.

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A pending investigation relating to Talecris’ compliance with the terms of the Pharmaceutical Pricing Agreement under the Public Health Service program may result in our company being barred from allocating a fixed amount of IVIG as available for sale at the Public Health Service price.

In November 2009, Talecris received a letter from the United States Attorney’s Office for the Eastern District of Pennsylvania, which is referred to as the USAO. The USAO requested a meeting to review Talecris’ compliance with the terms of the Pharmaceutical Pricing Agreement, which is referred to as the PPA, under the Public Health Service program. Specifically, the USAO asked for information related to the sale of Talecris’ IVIG product, Gamunex, under that program. In order to have federal financial participation apply to their products under the Medicaid program and to obtain Medicare Part B coverage, manufacturers are required to enter into a PPA. The PPA obligates manufacturers to charge covered entities the Public Health Service price for drugs intended for outpatient use. The Public Health Service price is based on the Medicaid rebate amount. If the USAO determines that Talecris’ practices were inconsistent with the terms of the PPA, the USAO has stated that it may file a civil action against Talecris under the Anti-fraud Injunction Act and seek a court order directing Talecris to comply with the PPA or, potentially, proceed under some other legal theory. An adverse outcome in an Anti-fraud Injunction Act action could have a material adverse effect on our results of operation to the extent that we are barred from allocating a fixed amount of IVIG as available for sale at the Public Health Service price and is forced to give a preference to those purchasers over all other customers. We could also be subject to fines, damages, penalties, appointment of a monitor, or enhancement of existing compliance and training programs as a result of government action. We are cooperating with the investigation and intend to respond to information requests from the USAO. We believe that Talecris complied with the terms of the PPA and federal law.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange existing notes in like principal amount. The existing notes surrendered in exchange for exchange notes will be retired and canceled and cannot be reissued. Issuance of the exchange notes will not result in a change in our aggregate amount of outstanding debt.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2011, on an actual basis. This table should be read in conjunction with “Unaudited Pro Forma Condensed Combined Financial Information,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

	As of
	June 30, 2011
	Actual
	€ in thousands
Cash and cash equivalents(1)		583,792
Long-term debt:
The notes(2)		761,088
Senior secured credit facilities:
Revolving Credit Facilities(3)		—
Senior Term Loan — Tranche A (USD)		830,277
Senior Term Loan — Tranche A (EUR)		213,125
Senior Term Loan — Tranche B (USD)		892,721
Senior Term Loan — Tranche B (EUR)		217,800
Other bank loans(4)		18,391
Capital lease obligations(5)		28,947
Total long-term debt(6)		2,962,349
Short-term debt:
Talecris Old Notes(7)		427,691
Promissory Notes(8)		9,990
Senior secured credit facilities:
Senior Term Loan — Tranche A (USD)		6,746
Senior Term Loan — Tranche A (EUR)		6,875
Senior Term Loan — Tranche B (USD)		0
Senior Term Loan — Tranche B (EUR)		2,200
Other bank loans(4)		74,673
Capital lease obligations(5)		8,657
Total short-term debt(9)		536,832
Total equity		1,513,594
Total capitalization		5,012,775

(1)	At June 30, 2011, cash and cash equivalents included €428 million held in a restricted cash account in connection with the redemption of the 7.75% senior unsecured notes due 2016 (the “Talecris Old Notes”) issued by Talecris in October 2009, which were subsequently redeemed on July 1, 2011. We paid a €78 million make-whole premium payment in connection with the redemption of the Talecris Old Notes. We extinguished this existing debt in connection with the acquisition and related refinancing and in accordance with the terms of our Senior Credit Facilities.
(2)	Represents the $1.1 billion aggregate principal amount of 8.25% senior notes due 2018.
(3)	Represents our Revolving Credit Facilities in the amount of $50 million, €36.7 million and the $200 million equivalent in multicurrencies. As of June 30, 2011, there were no drawings for cash or letters of credit outstanding against the facilities. See the section in this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources” for a more detailed discussion of the terms of the Revolving Credit Facilities.
(4)	Represents short and long-term credit facilities in various currencies with various lenders of both us and our subsidiaries. We have €189,476,000 of aggregate availability under our short-term credit facilities.
(5)	Represents short and long-term capital lease obligations in various currencies of both us and our subsidiaries.
(6)	Excludes amortized deferred expenses in the amount of €299,840,000.
(7)	All of the outstanding Talecris Old Notes were subsequently redeemed on July 1, 2011.
(8)	Represents multiple one-year promissory notes issued by our subsidiary Instituto Grifols, S.A. to certain of its employees in 2011. These promissory notes bear interest at a rate of 5.00% per year.
(9)	Excludes amortized deferred expenses and accrued interest in the amount of €29,458,000.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for each of the periods indicated:

Six Months
Ended
June 30,		Year Ended December 31,
2011		2010		2009		2008		2007		2006
	2.6x		3.9x		7.8x		6.6x		6.0x		2.5x

The ratio of earnings to fixed charges has been calculated based on financial information prepared in accordance with IFRS. For the purpose of calculating this ratio, earnings consist of profit/(loss) before tax from continuing operations before our share of profit or loss of associates, plus fixed charges and the distributed earnings of associates, less the preference security dividend requirement. Fixed charges consist of interest expense, including the amortization of debt issuance costs, plus an estimate of the interest within rental expenses and, for fiscal year 2006, the preference security dividend requirements of consolidated subsidiaries.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

The existing notes were originally sold to the initial purchasers by Escrow Corp. on January 21, 2011 in an offering not registered under the Securities Act. The initial purchasers subsequently resold the existing notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. In connection with the issuance of the existing notes, Escrow Corp. entered into a registration rights agreement with the initial purchasers. On June 1, 2011, upon consummation of the acquisition, Escrow Corp. was merged with and into the Issuer, and the Issuer assumed all of Escrow Corp.’s obligations under the existing notes and the indenture. In addition, upon consummation of the acquisition, the Issuer, the Parent Guarantor and the initial Subsidiary Guarantors executed joinders to the registration rights agreement that had been entered into by Escrow Corp. and the initial purchasers of the existing notes on January 21, 2011. Pursuant to the registration rights agreement, the Issuer, the Parent Guarantor and the Subsidiary Guarantors party thereto agreed, for the benefit of the holders of the existing notes, at our cost, to file the registration statement of which this prospectus forms a part and to complete an exchange offer for the existing notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the U.S. federal securities laws. We are effecting the exchange offer to comply with the registration rights agreement.

The registration rights agreement requires us to use commercially reasonable efforts to:

•  file a registration statement for the exchange offer with the SEC and cause the registration statement to become effective under the Securities Act within 365 days after the issue date of the outstanding notes;

•  consummate the exchange offer within 60 days after the effectiveness date of the registration statement; and

•  file a shelf registration statement for the resale of the outstanding notes under certain circumstances and cause such registration statement to become effective under the Securities Act within the later of (a) 365 days after the issue date of the outstanding notes and (b) 90 days following a request to file such shelf registration statement by an initial purchaser or certain other holder.

If we fail to meet any of these requirements, we must pay additional interest on the outstanding notes at a rate of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period until the applicable requirement has been met, up to a maximum additional interest rate of 1.0% per annum. We have also agreed to keep the registration statement for the exchange offer effective for not less than 20 days (or longer, if required by applicable law) after the date on which notice of the exchange offer is mailed to holders.

Under the registration rights agreement, our obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under certain circumstances specified in the registration rights agreement, we may be required to file a “shelf” registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

Resale of Exchange Notes

Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, we believe that the exchange notes will generally be freely transferable by holders who have validly participated in the exchange offer without further registration under the Securities Act (assuming the truth of certain representations required to be made by each holder of notes, as set forth below). For additional information on the staff’s position, we refer you to the following no-action letters: Exxon Capital Holdings Corporation, available April 13, 1988; Morgan Stanley & Co. Incorporated, available June 5, 1991;

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and Shearman & Sterling, available July 2, 1993. However, any purchaser of existing notes who is one of our “affiliates” or who intends to participate in the exchange offer for the purpose of distributing the exchange notes or who is a broker-dealer who purchased existing notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act:

•  will not be able to tender its existing notes in the exchange offer;

•  will not be able to rely on the interpretations of the staff of the SEC; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the existing notes unless such sale or transfer is made pursuant to an exemption from these requirements.

If you wish to exchange existing notes for exchange notes in the exchange offer, you will be required to make representations in a letter of transmittal that accompanies this prospectus, including that:

•  any exchange notes to be received by you will be acquired in the ordinary course of your business;

•  you have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act;

•  you are not our “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act);

•  if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a distribution of exchange notes; and

•  if you are a broker-dealer, you acquired the existing notes for your own account as a result of market-making or other trading activities (and as such, you are a “participating broker-dealer”), you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the exchange notes and you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.

Rule 405 promulgated under the Securities Act provides that an “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

The SEC has taken the position that participating broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act, and accordingly may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale of the existing notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we have agreed to use commercially reasonable efforts to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements, to use this prospectus in connection with the resale of the exchange notes for a period of 180 days from the issuance of the exchange notes.

Terms of the Exchange Offer

This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange all existing notes that are properly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on the expiration date. After authentication of the exchange notes by the trustee or an authentication agent, we will issue and deliver $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding existing notes accepted in the exchange offer. Holders may tender some or all of their existing notes in the exchange offer in denominations of $2,000 and integral multiples of $1,000 thereof.

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The form and terms of the exchange notes are identical in all material respects to the form and terms of the existing notes, except that:

•  the offering of the exchange notes has been registered under the Securities Act;

•  the exchange notes generally will not be subject to transfer restrictions or have registration rights; and

•  certain provisions relating to special interest on the existing notes provided for under certain circumstances will be eliminated.

The exchange notes will evidence the same debt as the existing notes. The exchange notes will be issued under and entitled to the benefits of the indenture.

In connection with the issuance of the existing notes, we made arrangements for the existing notes to be issued and transferable in book-entry form through the facilities of DTC, acting as a depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC.

The exchange offer is not conditioned upon any minimum aggregate principal amount of existing notes being tendered. However, our obligation to accept existing notes for exchange pursuant to the exchange offer is subject to certain customary conditions that we describe under “— Conditions” below.

Holders who tender existing notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of existing notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “— Solicitation of Tenders; Fees and Expenses” for more detailed information regarding the expenses of the exchange offer.

By executing or otherwise becoming bound by the letter of transmittal, you will be making the representations described under “— Procedures for Tendering” below.

Expiration Date; Extensions; Amendments

The term “expiration date” will mean 5:00 p.m., New York City time, on          , 2011, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which we extend the exchange offer.

To extend the exchange offer, we will:

•  notify the exchange agent of any extension orally (confirmed in writing) or in writing; and

•  notify the registered holders of the existing notes by means of a press release or other public announcement, each before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our reasonable discretion:

•  to delay accepting any existing notes;

•  to extend the exchange offer; or

•  if any conditions listed below under “— Conditions” are not satisfied, to terminate the exchange offer by giving oral or written notice of the delay, extension or termination to the exchange agent.

We will follow any delay in acceptance, extension or termination as promptly as practicable by oral (confirmed in writing) or written notice to the exchange agent and the registered holders. If we amend the exchange offer in a manner we determine constitutes a material change, we will promptly disclose the amendment in a prospectus supplement that we will distribute to the registered holders.

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Interest on the Exchange Notes

Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the existing notes surrendered in exchange for exchange notes. Interest on the exchange notes will be payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2012.

Procedures for Tendering

Only you may tender your existing notes in the exchange offer. Except as stated under “— Book-Entry Transfer,” to tender your existing notes in the exchange offer, you must:

•  complete, sign and date the enclosed letter of transmittal, or a copy of it;

•  have the signature on the letter of transmittal guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a book-entry transfer; and

•  mail, fax or otherwise deliver the letter of transmittal or copy to the exchange agent before the expiration date.

In addition, either:

•  the exchange agent must receive a timely confirmation of a book-entry transfer of your existing notes, if that procedure is available, into the account of the exchange agent at DTC, the “book-entry transfer facility,” under the procedure for book-entry transfer described below before the expiration date;

•  the exchange agent must receive certificates for your existing notes, the letter of transmittal and other required documents before the expiration date; or

•  you must comply with the guaranteed delivery procedures described below.

For your existing notes to be tendered effectively, the exchange agent must receive a valid agent’s message through DTC’s Automated Tender Offer Program, or ATOP, or a letter of transmittal and other required documents before the expiration date. Delivery of the existing notes shall be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent before the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding securities that the participant has received and agrees:

•  to participate in ATOP;

•  to be bound by the terms of the letter of transmittal; and

•  that we may enforce the agreement against the participant.

THE METHOD OF DELIVERY OF YOUR EXISTING NOTES, A LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. DO NOT SEND A LETTER OF TRANSMITTAL OR EXISTING NOTES DIRECTLY TO US. YOU MAY REQUEST YOUR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO MAKE THE EXCHANGE ON YOUR BEHALF.

Each broker-dealer that receives exchange notes for its own account in exchange for existing notes, where the existing notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

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Procedure if the Existing Notes Are Not Registered in Your Name

If you are a beneficial owner whose existing notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you want to tender your existing notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you want to tender on your own behalf, you must, before completing and executing a letter of transmittal and delivering your existing notes, either make appropriate arrangements to register ownership of the existing notes in your name or obtain a properly completed bond power or other proper endorsement from the registered holder. We urge you to act immediately since the transfer of registered ownership may take considerable time.

Book-Entry Transfer

The Exchange Agent will make requests to establish accounts at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus. If you are a financial institution that is a participant in the book-entry transfer facility’s systems, you may make book-entry delivery of your existing notes being tendered by causing the book-entry transfer facility to transfer your existing notes into the exchange agent’s account at the book-entry transfer facility in compliance with the appropriate procedures for transfer. However, although you may deliver your existing notes through book-entry transfer at the book-entry transfer facility, you must transmit, and the exchange agent must receive, a letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, except as discussed in the following paragraph, on or before the expiration date or the guaranteed delivery procedures outlined below must be complied with.

DTC’s ATOP is the only method of processing the exchange offer through DTC. To accept the exchange offer through ATOP, participants in DTC must send electronic instructions to DTC through DTC’s communication system instead of sending a signed, hard copy letter of transmittal. DTC is obligated to communicate those electronic instructions to the exchange agent. To tender your existing notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must contain the participant’s acknowledgment of its receipt of and agreement to be bound by the letter of transmittal for your existing notes.

Beneficial Owner Instructions to Holders of Existing Notes

Only a holder whose name appears on a DTC security position listing as a holder of existing notes, or the legal representative or attorney-in-fact of such holder, may execute and deliver the letter of transmittal.

Holders of existing notes who are not registered holders of, and who seek to tender, existing notes should (1) obtain a properly completed letter of transmittal for such existing notes from the registered holder with signatures guaranteed by an Eligible Institution and obtain and include with such letter of transmittal existing notes properly endorsed for transfer by the registered holder thereof or accompanied by a written instrument or instruments of transfer or exchange from the registered holder with signatures on the endorsement or written instrument or instruments of transfer or exchange guaranteed by an Eligible Institution or (2) effect a record transfer of such existing notes and comply with the requirements applicable to registered holders for tendering existing notes before 5:00 p.m., New York City time, on the expiration date. Any existing notes properly tendered before 5:00 p.m., New York City time, on the expiration date accompanied by a properly completed letter of transmittal will be transferred of record by the registrar either prior to or as of the expiration date at our discretion. We have no obligation to transfer any existing notes from the name of the registered holder of the note if we do not accept these existing notes for exchange.

Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payment of accrued and unpaid interest on the existing notes, certificates evidencing exchange notes and/or certificates evidencing existing notes for amounts not accepted for tender, each as appropriate, are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and a substitute Form W-9 for this recipient must be completed. If these instructions are not given, the payments, including accrued and unpaid interest in cash on the existing notes, exchange

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notes or existing notes not accepted for tender, as the case may be, will be made or returned, as the case may be, to the registered holder of the existing notes tendered.

Issuance of exchange notes in exchange for existing notes will be made only against deposit of the tendered existing notes.

We will decide all questions as to the validity, form, eligibility, acceptance and withdrawal of tendered existing notes, and our determination will be final and binding on you. We reserve the absolute right to reject any and all existing notes not properly tendered or reject any existing notes which would be unlawful in the opinion of our counsel. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular existing notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in a letter of transmittal, will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of existing notes as we determine. Although we intend to notify you of defects or irregularities with respect to tenders of your existing notes, we, the exchange agent or any other person will not incur any liability for failure to give any notification. Your tender of existing notes will not be deemed to have been made until any defects or irregularities have been cured or waived. Any of your existing notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to you, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

If you wish to tender your existing notes but your existing notes are not immediately available, or time will not permit your existing notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may affect a tender if:

•  the tender is made through an Eligible Institution (as defined in the Letter of Transmittal),

•  prior to the expiration date, the exchange agent receives from such Eligible Institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery,

•  stating the name and address of the holder, the certificate number or numbers of such holder’s existing notes and the principal amount of such existing notes tendered;

•  stating that the tender is being made thereby;

•  guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or a facsimile thereof, together with the certificate(s) representing the existing notes to be tendered in proper form for transfer, or an agent’s message and confirmation of a book-entry transfer into the exchange agent’s account at DTC of existing notes delivered electronically, and any other documents required by the letter of transmittal, will be deposited by the Eligible Institution with the exchange agent; and

•  such properly completed and executed letter of transmittal, or a facsimile thereof, together with the certificate(s) representing all tendered existing notes in proper form for transfer, or an agent’s message and confirmation of a book-entry transfer into the exchange agent’s account at DTC of existing notes delivered electronically and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your existing notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw tenders of existing notes at any time prior to the expiration date.

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For a withdrawal to be effective, the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address set forth this prospectus prior to the expiration date. Any such notice of withdrawal must:

•  specify the name of the person who deposited the existing notes to be withdrawn;

•  identify the existing notes to be withdrawn, including the certificate number or number and principal amount of such existing notes or, in the case of existing notes transferred by book-entry transfer, the name and number of the account at DTC to be credited; and

•  be signed in the same manner as the original signature on the letter of transmittal by which such existing notes were tendered, including any required signature guarantee.

We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices, and our determination shall be final and binding on all parties. We will not deem any properly withdrawn existing notes to have been validly tendered for purposes of the exchange offer, and we will not issue exchange notes with respect those existing notes unless you validly retender the withdrawn existing notes. You may retender properly withdrawn existing notes following one of the procedures described above under ‘‘— Procedures for Tendering” at any time prior to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange the exchange notes for, any existing notes, and may terminate the exchange offer as provided in this prospectus before the acceptance of the existing notes, if:

•  the exchange offer violates applicable law, rules or regulations or an applicable interpretation of the staff of the SEC;

•  an action or proceeding has been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer;

•  there has been proposed, adopted or enacted any law, rule or regulation that, in our reasonable judgment, would impair materially our ability to consummate the exchange offer; or

•  all governmental approvals that we deem necessary for the completion of the exchange offer have not been obtained.

If we determine in our reasonable discretion that any of these conditions are not satisfied, we may:

•  refuse to accept any existing notes and return all tendered existing notes to you;

•  extend the exchange offer and retain all existing notes tendered before the exchange offer expires, subject, however, to your rights to withdraw the existing notes; or

•  waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered existing notes that have not been withdrawn.

If the waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will distribute to the registered holders of the existing notes.

Exchange Agent

We have appointed The Bank of New York Mellon Trust Company, N.A., the trustee under the Indenture, as exchange agent for the exchange offer. You should send all executed letters of transmittal to the exchange agent at one of the addresses set forth below. You should direct questions, requests for assistance and requests

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for additional copies of this prospectus or of the letter of transmittal and requests for a notice of guaranteed delivery to the exchange agent addressed as follows:

By Certified or Registered Mail or Overnight Delivery:

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

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations — Reorganization Unit

101 Barclay St., Floor 7 East

New York, NY 10286

Attention: Mr. William Buckley

By Facsimile (eligible institutions only):

(212) 298-1915

Telephone Inquiries:

(212) 815-5788

Delivery to an address or facsimile number other than those listed above will not constitute a valid delivery.

Solicitation of Tenders; Fees and Expenses

We will pay all expenses of soliciting tenders pursuant to the exchange offer. We are making the principal solicitation by mail. Our officers and regular employees may make additional solicitations in person or by telephone or facsimile.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection therewith.

We also may pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the existing notes and in handling or forwarding tenders for exchange.

We will pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees and printing costs.

We will pay all transfer taxes, if any, applicable to the exchange of existing notes for exchange notes pursuant to the exchange offer. If, however, certificates representing exchange notes or existing notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the existing notes tendered, or if tendered existing notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of existing notes pursuant to the exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed by us directly to such tendering holder.

Consequences of Failure to Exchange

Participation in the exchange offer is voluntary. We urge you to consult your financial and tax advisors in making your decisions on what action to take. Existing notes that are not exchanged for exchange notes

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pursuant to the exchange offer will remain restricted securities. Accordingly, those existing notes may be resold only:

•  to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A promulgated under the Securities Act;

•  in a transaction meeting the requirements of Rule 144 promulgated under the Securities Act;

•  outside the United States to a foreign person in a transaction meeting the requirements of Rule 903 or 904 of Regulation S promulgated under the Securities Act;

•  in accordance with another exemption from the registration requirements of the Securities Act and based upon an opinion of counsel if we so request;

•  to us; or

•  pursuant to an effective registration statement.

In each case, the existing notes may be resold only in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You are encouraged to read the following discussion and analysis of our financial condition and results of operations, together with our consolidated financial statements and related footnotes included at the end of this prospectus. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. See the section entitled “Risk Factors” included elsewhere in this prospectus for a discussion of some of the important factors that could cause actual results to differ materially from those described or implied by the forward-looking statements contained in the following discussion and analysis. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this prospectus.

All tabular disclosures are presented in thousands of Euros except share and per share amounts and percentages. Percentages and amounts presented herein may not calculate or sum precisely due to rounding.

Business Overview

We are a leading global specialty biopharmaceutical company that develops, manufactures and distributes a broad range of plasma derivative products and also specializes in providing infusion solutions, nutrition products, blood bags and diagnostic instrumentation and reagents for use in hospitals and clinics. Plasma derivatives are proteins found in human plasma, which once isolated and purified, have therapeutic value. Plasma derivative products are used to treat patients with hemophilia, immune deficiencies, infectious diseases and a range of other severe and often life threatening medical conditions. Our products and services are used by healthcare providers in more than 100 countries to diagnose and treat patients with hemophilia, immune deficiencies, infectious diseases and a range of other medical conditions.

Our plasma derivative products are manufactured at our plasma fractionation plant near Barcelona, Spain, which has a capacity of 2.1 million liters per year, and our plant in Los Angeles, California, United States, which currently has a capacity of 2.2 million liters per year. In addition, our Clayton, North Carolina site, acquired in the acquisition of Talecris, is one of the world’s largest integrated protein manufacturing sites, including fractionation, purification and aseptic filling and finishing of plasma-derived proteins and has a capacity of 2.6 million liters per year. The Melville, New York site, which we lease and operate as a result of the acquisition of Talecris, is an intermediate processing facility and has a capacity of 1.6 million liters per year.

We organize our business into four divisions: Bioscience, Hospital, Diagnostic and Raw Materials. Subsequent to the acquisition, Talecris’ operations have been incorporated into our existing Bioscience division.

Bioscience.  The Bioscience division includes activities relating to the manufacture of plasma derivatives for therapeutic use, including the reception, analysis, quarantine, classification, fractionation and purification of plasma, and the sale and distribution of end products. The main types of plasma products manufactured by us are IVIG, Factor VIII, A1PI and albumin. We also manufacture hyperimmune immunoglobulins, Antithrombin III, Factor IX and PTC. The Bioscience division, which accounts for a majority of our total net sales, accounted for €773.4 million, or 78.1%, and €521.5 million, or 82.1%, and of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

Hospital.  The Hospital division manufactures and, in certain instances installs, products that are used by and in hospitals, such as parenteral solutions and enteral and parenteral nutritional fluids, which are sold almost exclusively in Spain and Portugal, and which accounted for €89.6 million, or 9.0%, and €49.3 million, or 7.8%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011 respectively. We believe we are the leading provider of intravenous therapy in Spain, with a 34% market share.

Diagnostic.  The Diagnostic division focuses on researching, developing, manufacturing and marketing in vitro diagnostics products including analytical instruments and reagents for diagnostics, as well as blood bank products. We concentrate our Diagnostic business in three areas: immunohematology, hemostasis and immunology. The Diagnostic division’s main customers are blood donation centers, clinical analysis laboratories and hospital immunohematology services. The division also manufactures and distributes blood collection

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bags and other disposables. The Diagnostic division accounted for €109.1 million, or 11.0% and €56.8 million, or 8.9%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

Raw Materials.  The Raw Materials division includes the sale of intermediate pastes and plasma to third parties, which accounted for €4.8 million, or 0.5%, and €1.7 million, or 0.3%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively. Sales of the Raw Materials division are used to optimize inventory levels with the aim of striking a better balance between plasma collections and fractionation needs.

Subsequent events

In August 2011, we acquired the remaining 51% outstanding capital stock of Woolloomooloo Holdings Pty Ltd. the holding company of the Australian-Swiss group, Lateral-Medion, of which we had acquired 49% of the capital stock and 100% of the voting rights on March 2009 which will not impact goodwill. The total sum paid for the acquisition of the remaining 51% of the capital stock amounted to AUD 12.5 million (€9.5 million).

Presentation of Financial Information

IFRS

Our consolidated financial statements for the years ended December 31, 2010, 2009, and 2008 and the six months ended June 30, 2011 and June 30, 2010 have been prepared in accordance with IFRS as issued by the IASB and IAS 34, Interim Financial Reporting, respectively.

Factors Affecting the Comparability of Our Results of Operations

The Acquisition

On June 1, 2011, we completed our acquisition of 100% of the share capital of Talecris, for a total of $3.7 billion. The acquisition consideration consisted of a combination of cash consideration of $2.5 billion and non-cash consideration, through the issuance of our new Class B shares, of $1.2 billion. The acquisition has been accounted for using the acquisition method pursuant to IFRS 3 (revised), Business Combinations. Under the acquisition method, assets and liabilities are recorded at their fair value on the date of purchase and the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed. As of June 30, 2011, the valuation studies necessary to finalize the fair values of the assets acquired and liabilities assumed and the related allocation of the purchase price had not been completed. A final determination of these fair values will reflect, among other things, our consideration of a final valuation based on the actual net tangible and intangible assets, such as acquired in-process research and development, customer relationships, developed and core technology, intellectual property, patents and trade names and contingent liabilities, that exist as of the closing date of the acquisition. We expect to adjust the fair value of certain of Talecris’ assets and liabilities.

Costs incurred in connection with the acquisition in the amount of €55 million have been expensed as incurred and are reflected in our “Other operating expenses” in the amounts of €17 million and €38 million, in the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

Additionally, we incurred significant indebtedness in connection with the consummation of the acquisition, including the assumption of the existing notes and the closing of the Senior Credit Facilities, and our total indebtedness and related interest expenses will be significantly higher than in previous periods. Financial expenses increased from €25.3 million in the six months ended June 30, 2010 to €55.5 million in the six months ended June 30, 2011.

Additional information with respect to the acquisition is set forth in Note 3 of our interim unaudited consolidated financial statements for six months ended June 30, 2011, included elsewhere in this prospectus.

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Change in Classification of Albumin for Non-Therapeutic Uses and Intermediates

During 2009, the results of the Raw Materials division were streamlined and income and costs from sales of albumin for non-therapeutic use and intermediate products were reclassified into the Bioscience division. The sales and cost of sales were also reclassified for 2008 and 2007. In 2008, the effect of such reclassification on sales and cost of sales, respectively, was €11.7 million and €5.7 million and in 2007, was €14.5 million and €7.6 million, respectively.

Factors Affecting Our Financial Condition and Results of Operations

Price Controls

Certain healthcare products, including plasma derivative products, are subject to price controls in many of the markets where they are sold, including Spain and other countries in the European Union. The existence of price controls over these products has adversely affected, and may continue to adversely affect, our ability to maintain or increase our prices and gross margins.

As a result of the acquisition, we have significantly expanded our presence in the United States. The United States is the principal market in the world for plasma derivative products and prices for plasma derivative products are currently not regulated, with the exception of certain government healthcare programs, such as the 340B/PHS program (although prices are subject to price pressures from GPOs and insurance companies).

Plasma Supply Constraints

Plasma, the principal raw material required for the manufacture of plasma derivative products, is a scarce resource. Our ability to continue to increase our revenue depends substantially on increased access to plasma.

We have increased the number of our plasma collection facilities by 67 centers as a result of the acquisition. We expect that our plasma needs for 2012 and going forward will be met through the volumes of collection at our 147 plasma collection centers in the United States and supplemented by approximately 800,000 liters of plasma per year to be purchased from third-party suppliers for the next three years pursuant to multiple plasma purchase agreements assumed in connection with the acquisition. In addition, we process recovered plasma received from Spanish, Czech and Slovak hospitals and fractionate plasma for Canadian Blood Services and Hema Quebec under manufacturing agreements.

In 2010, our plasma collection centers collected approximately 2.6 million liters of plasma. Our expanded network of plasma collection centers is capable of increasing the annual plasma collection capacity to 6.5 million liters of plasma per year. The actual volume of plasma that we are able to collect in the future may be less or more than these amounts. See the section of this prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

In addition, the acquisition of Talecris has allowed us to significantly expand our fractionation capacity. As a result of the acquisition, we have four fractionation facilities located in the United States and Spain, allowing for the fractionation of up to 8.5 million liters of plasma per year in the aggregate.

Product Licensing Requirements

The marketing and sale of pharmaceutical and biological products, such as our plasma derivatives and parenteral solutions, is subject to the prior registration of such product with the competent authorities of the jurisdiction where the product is to be marketed and sold. The registration processes are complex and time-consuming. Our ability to increase revenue by expanding our products into new markets depends substantially on the successful and timely completion of the registration processes in such markets.

Certain costs related to the product licensing process, such as fees payable to the medical personnel who conduct the clinical trials, fees payable to trial volunteers, the product used during the trials, product licensing fees and insurance premiums related to the trials, are capitalized. Expenses related to the product licensing process include primarily personnel (which are recorded under personnel expenses) and other materials used in

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the clinical trials (which are recorded under cost of material consumed). There is generally a lag time of several months from the time that we obtain the approval until we begin sales, as we must then put in place sales, marketing and distribution infrastructure.

We have obtained product licenses for our three principal products, Flebogamma/Flebogamma DIF IVIG, Fanhdi Factor VIII and Grifols Albumin, in all of our principal European markets (Germany, Italy, United Kingdom and Spain). We have also obtained product licenses for Flebogamma DIF IVIG and Grifols Albumin in the United States. In addition, Alphanate Factor VIII, Albutein, Alphanine Factor IX and Profilnine PTC, products that we previously acquired from Alpha, have been licensed by the regulatory authorities in the principal European markets, the United States and Asia. The two key products acquired from Talecris, Gamunex and Prolastin A1PI, have also been licensed in the United States and in their principal European markets.

See the section entitled “Business — Our Divisional Structure — The Bioscience Division — Bioscience Products and Services” for a discussion of the licensing process and of our principal product licenses.

Past-Due Receivables

For sales of our products to hospitals and clinics that are part of the social security systems of Spain, Portugal, Italy and certain other countries, we depend upon government health agencies for payment. We have faced significant delays in the collection of payment for our products in such countries. The adoption by Spain, effective December 31, 2004, of a European Union directive that requires payment of interest on receivables that are more than 60 days overdue has resulted in a significant decrease in collection delays from these hospitals and clinics. However, we cannot assure that this trend will continue or that the present receivables aging levels for these hospitals and clinics will not increase again, particularly if the funding of these hospitals and clinics is not increased sufficiently by the appropriate governmental health agencies. The failure to receive timely payments for the sale of our products negatively affects our working capital levels and may require us to obtain more short-term financing than we would otherwise need. These significant delays contributed to our receivables aging average of 84 days, 83 days, 83 days and 63 at December 31, 2008, 2009 and 2010 and June 30, 2011, respectively.

Interest and Currency Risk

A significant portion of our interest-bearing debt at December 31, 2010 and June 30, 2011 bore interest at a floating rate, at a spread over the London Interbank Offered Rate (“LIBOR”) for our U.S. Dollar-denominated debt and at a spread over the Euro Interbank Offered Rate (“EURIBOR”) for our Euro-denominated debt. See the section below entitled “— Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk.” As a result, increases in the applicable floating interest rates would increase our interest expense and reduce our net cash flow. Pursuant to mandatory hedging requirements under the Senior Credit Facilities, 62% of our U.S. Dollar-denominated debt under the Senior Term Loans is hedged at a fixed rate. However, our Euro-denominated debt is not hedged. For a further discussion of our hedging transactions, see the section below entitled “— Financial Derivatives.”

Our functional currency is the Euro and a majority of our net sales for the six months ended June 30, 2011 was denominated in U.S. Dollars. Accordingly, our principal foreign currency exposure relates to the U.S. Dollar. A devaluation of the U.S. Dollar against the Euro would result in (i) a decrease in net sales in Euro terms for sales denominated in U.S. Dollars, and (ii) a decrease in costs in Euro terms for costs denominated in U.S. dollars. A devaluation of the Euro against the U.S. Dollar would have the opposite effect. See the section below entitled“— Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk.”

We are also exposed to risk based on the payment of U.S. dollar-denominated indebtedness. At December 31, 2010, $549 million of our indebtedness was denominated in U.S. Dollars. At June 30, 2011, $2.5 billion under the Senior Term Loans, $50 million of undrawn availability under the Revolving Credit Facilities (not including an additional $200 million equivalent in multicurrencies of undrawn availability under the Revolving Credit Facilities which can be drawn in either U.S. Dollars or Euros) and $1.1 billion aggregate

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principal amount of 8.25% senior notes due 2018 were denominated in U.S. Dollars. A devaluation of the U.S. Dollar against the Euro would result in a decrease in Euro terms in the amount of debt owed and the related interest expense for our U.S. Dollar-denominated, interest-bearing debt. A devaluation of the Euro against the U.S. Dollar would have the opposite effect.

We are also exposed to currency fluctuations with respect to other currencies such as the Canadian dollar, British pound, Brazilian real, Malaysian ringgit and the Argentine, Mexican and Chilean pesos, although to a significantly lesser degree than the U.S. Dollar.

Other Factors

Our financial and operating prospects can also be significantly affected by a number of other internal and external factors, such as unfavorable changes in governmental regulation or interpretation; increased competition; the inability to hire or retain qualified personnel necessary to sustain planned growth; the loss of key senior managers; problems in developing some of the international operations; and lack of sufficient capital, among others.

Critical Accounting Policies under IFRS

The preparation of consolidated financial statements in accordance with IFRS as issued by the IASB requires us to make estimates and judgments in certain circumstances that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures of contingent assets and liabilities. A detailed description of our significant accounting policies is included in the footnotes to our audited consolidated financial statements.

We believe that certain of our accounting policies are critical because they are the most important to the preparation of our consolidated financial statements. These policies require our most subjective and complex judgments, often requiring the use of estimates about the effects of matters that are inherently uncertain. We apply estimation methodologies consistently from year to year. Other than changes required due to the issuance of new accounting guidance, there have been no significant changes in our application of critical accounting policies during the periods presented. We periodically review our critical accounting policies and estimates with the audit committee of our board of directors. The following is a summary of accounting policies that we consider critical to our consolidated financial statements.

(a) Business combinations

As permitted by IFRS 1: First-time Adoption of International Financial Reporting Standards, we have recognized only business combinations that occurred on or after January 1, 2004, the date of transition to IFRS, using the acquisition method. Entities acquired prior to that date were recognized in accordance with accounting principles prevailing at that time, taking into account the necessary corrections and adjustments at the transition date.

We apply the revised IRS 3 “Business combinations” in transactions made subsequent to January 1, 2010. We apply the acquisition method for business combinations. The acquisition date is the date on which we obtain control of the acquiree.

The cost of the business combination is calculated as the sum of the acquisition-date fair values of the assets transferred, the liabilities incurred or assumed, and equity instruments issued by us in exchange for control of the acquiree, plus any costs directly attributable to the business combination. Any additional consideration contingent on future events or the fulfillment of certain conditions is included in the cost of the combination provided that it is probable that an outflow of resources embodying economic benefits will be required and the amount of the obligation can be reliably estimated.

Where the cost of the business combination exceeds our interest in the fair value of the identifiable net assets of the entity acquired, the difference is recognized as goodwill. If the acquirer’s interest in the fair value of net assets exceeds the cost of the business combination, the difference remaining after reassessment is recognized by the acquirer in profit or loss.

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(b) Useful lives of property, plant and equipment and intangible assets

Property, plant and equipment are depreciated by allocating the depreciable amount of an asset on a systematic basis over its useful life. The depreciable amount is the cost or deemed cost less its residual value. We determine the depreciation charge separately for each component of property, plant and equipment with a cost that is significant in relation to the total cost of the asset.

Depreciation of property, plant and equipment is determined based on the criteria outlined below:

	Depreciation
	Method	Rates
Buildings	Straight line	1%-3%
Plant and machinery	Straight line	8%-10%
Other installations, equipment and furniture	Straight line	10%-30%
Other property, plant and equipment	Straight line	16%-25%

We assess whether the useful life of each intangible asset acquired is finite or indefinite. An intangible asset is regarded by us as having an indefinite useful life when there is no foreseeable limit to the period over which the asset will generate net cash inflows.

Intangible assets with indefinite useful lives and goodwill are not amortized but tested for impairment at least annually or more frequently if events indicate a potential impairment loss.

Intangible assets with finite useful lives are amortized by allocating the depreciable amount of an asset on a systematic basis over its useful life, by applying the following criteria:

	Amortization	Estimated Years of
	Method	Useful Life
Development expenses	Straight line	3 - 5
Concessions, patents, licenses, trademarks and similar	Straight line	5 - 15
Software	Straight line	3 - 6

We review residual values, useful lives and depreciation methods at each financial year-end. Changes to initially established criteria are accounted for as a change in accounting estimates.

(c) Internally generated intangible assets

Any research and development expenditure incurred during the research phase of projects is recognized as an expense when incurred.

Costs related with development activities are capitalized when:

•  we have technical studies justifying the feasibility of the production process;

•  we have undertaken a commitment to complete production of the asset whereby it is in condition for sale or internal use;

•  the asset will generate sufficient future economic benefits;

•  we have sufficient financial and technical resources to complete development of the asset and have developed budget and cost accounting control systems that allow budgeted costs, introduced changes and costs actually assigned to different projects to be monitored.

The cost of internally generated assets is calculated using the same criteria established for determining production costs of inventories. The production cost is capitalized by allocating the costs attributable to the asset to self-constructed assets in the consolidated income statement.

Costs incurred in the course of activities which contribute to increasing the value of the different businesses in which we operate are expensed as they are incurred. Replacements or subsequent costs incurred on intangible assets are generally recognized as an expense, except where they increase the future economic benefits expected to be generated by the assets.

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(d) Impairment of goodwill and intangible assets with indefinite useful lives

We test for possible impairment of goodwill and intangible assets with indefinite useful lives at least annually.

The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. An asset’s value in use is calculated based on an estimate of the future cash flows expected to derive from the use of the asset, expectations about possible variations in the amount or timing of those future cash flows, the time value of money, the price for bearing the uncertainty inherent in the asset and other factors that market participants would reflect in pricing the future cash flows deriving from the asset.

Recoverable amount is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs.

Impairment losses recognized for cash-generating units are first allocated to reduce, where applicable, the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro rata on the basis of the carrying amount of each asset. The carrying amount of each asset may not be reduced below the highest of its fair value less costs to sell, its value in use and zero.

At the end of each reporting period, we asses whether there is any indication that an impairment loss recognized in prior periods may no longer exist or may have decreased. Impairment losses on goodwill are not reversible. Impairment losses for other assets are only reversed if there has been a change in the estimates used to calculate the recoverable amount of the asset.

A reversal of an impairment loss is recognized in consolidated profit or loss. The increase in the carrying amount of an asset attributable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized.

The reversal of an impairment loss for a CGU is allocated to its assets, except for goodwill, pro rata with the carrying amounts of those assets, with the limit per asset of the lower of its recoverable value and the carrying amount which would have been obtained, net of depreciation, had no impairment loss been recognized.

Details of and movement in goodwill for the six months ended June 30, 2011 are as follows:

	Balances at										Balances at
	December 31,		Business					Translation			June 30,
	2010		combinations		Impairment			Differences			2011
Net value
Grifols UK, Ltd.		7,982		0		0			(370	)		7,612
Grifols Italia, S.p.A.		6,118		0		0			0			6,118
Biomat USA, Inc.		113,052		0		0			(8,534	)		104,518
Plasmacare, Inc.		38,464		0		0			(2,903	)		35,561
Woolloomooloo Holdings Pty Ltd. (Australia)		23,832		0		(13,000	)		(415	)		10,417
Talecris Biotherapeutics, Inc.(1)		0		2,124,082		0			(6,612	)		2,117,470
		189,448		2,124,082		(13,000	)		(18,834	)		2,281,696

(1) The name of Talecris Biotherapeutics, Inc. was changed to Grifols Therapeutics Inc. in August 2011.

Goodwill resulting from the Talecris acquisition is still provisional as the estimation of the fair value of assets, liabilities and contingent liabilities of the business acquired is in progress

Goodwill has been allocated to each of our CGUs in accordance with their respective business segment and on a geographical basis, those being the lowest level at which goodwill is controlled for management purpose and lower than operating segments. Plasmacare, Inc. is integrated into the management of Biomat USA, Inc. for the purpose of impairment testing.

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Goodwill has been allocated to the cash generating units as follows:

− UK: bioscience segment

− Italy: bioscience segment

− United States: bioscience segment

− Australia: mainly to the diagnostics segment.

The recoverable amount of a CGU is determined based on its value in use. These calculations use cash flow projections based on the financial budgets approved by management. Cash flows as of the year in which stable growth has been reached are extrapolated using the estimated growth rates indicated below.

At June 30, 2011, there are no indications that the goodwill of the CGUs belonging to the Bioscience division has been impaired.

For the six months ended June 30, 2011, there was an impairment indicator for the Australia CGU and therefore goodwill impairment was prepared. The CGU’s market performance was lower than expected. As a result of the impairment test performed, an impairment of the CGU’s goodwill (diagnostic) of €13,000 thousand has been accounted for at June 30, 2011.

The key assumptions used in calculating values in use for the year ended December 31, 2010 and for the six months ended June 30, 2011 were as follows:

	12/31/2010
	Growth rate	Pre-tax discount rate
Bioscience	2.0% - 3.0%	10.5% - 10.9%
Diagnostic	2.0%	10.4%

	06/30/2011
	Growth rate	Pre-tax discount rate
Bioscience	N/A	N/A
Diagnostic	2.0%	11.5%

Management determined budgeted gross margins based on past experience and forecast market development. Average weighted growth rates are consistent with the forecasts included in industry reports. The discount rate used reflects specific risks related to the CGU.

(e) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

The costs of conversion of inventories include costs directly related to the units of production and a systematic allocation of fixed and variable production overheads that are incurred in converting. Fixed production overheads are allocated based on the higher of normal production capacity or actual level of production.

The cost of raw materials and other supplies, the cost of merchandise and costs of conversion are allocated to each inventory unit on a first-in, first-out (“FIFO”) basis. We use the same cost model for all inventories of the same nature and with a similar use.

Volume discounts extended by suppliers are recognized as a reduction in the cost of inventories when it is probable that the conditions for discounts to be received will be met. Discounts for prompt payment are recognized as a reduction in the cost of the inventories acquired.

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The cost of inventories is adjusted against profit and loss when cost exceeds the net realizable value. Net realizable value is considered as follows:

•  Raw materials and other supplies: replacement cost. Nevertheless, raw materials are not written down below cost if the finished goods into which they will be incorporated are expected to be sold at or above cost of production.

•  Goods for resale and finished goods: estimated selling price, less costs to sell.

•  Work in progress: the estimated selling price of related finished goods, less the estimated costs of completion and the estimated costs necessary to make the sale.

The previously recognized reduction in value is reversed against profit and loss when the circumstances that previously caused inventories to be written down no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances. The reversal of the reduction in value is limited to the lower of the cost and revised net realizable value of the inventories. Write-downs may be reversed with a credit to inventories of finished goods and work in progress and supplies.

(f) Revenue recognition

We recognize revenue when earned, which is generally at the time of delivery to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds, a fixed and determinable price, persuasive evidence that an arrangement exists and completion of all other performance obligations. Allowances against revenues for estimated discounts and rebates are established by us concurrently with the recognition of revenue.

We participate in state government-managed Medicaid programs in the United States. We account for Medicaid rebates by establishing an accrual at the time the sale is recorded in an amount equal to our estimate of the Medicaid rebate claims attributable to such sale. We determine the estimate of the Medicaid rebates accrual primarily based on historical experience regarding Medicaid rebates, legal interpretations of the applicable laws related to the Medicaid program and any new information regarding changes in the Medicaid programs’ regulations and guidelines that would impact the amount of the rebates. We consider outstanding Medicaid claims, Medicaid payments, and levels of inventory in the distribution channel and adjust the accrual periodically to reflect actual experience. While these rebate payments to the states generally occur on a one- to two-quarter lag, any adjustments for actual experience have not been material.

Group Purchasing Organizations or other customers in the United States that have entered into contracts with us for purchases of Flebogamma are eligible for a pricing discount based upon a minimum purchase quantity of Flebogamma each month. These rebates are recorded as a reduction of sales and accounts receivable in the same month the sales are invoiced based upon a combination of actual customer purchase data and on historical experience when the actual customer purchase data is reported later in time.

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Results of Operations

We have included information regarding our results of operations in the following table. The subsequent discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our consolidated results of operations. You are encouraged to read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related footnotes included elsewhere in this prospectus.

	Six Months Ended
	June 30,						Years Ended December 31,
	2011			2010			2010			2009			2008
Revenues		635,341			487,809			990,730			913,186			814,311
Changes in inventories of finished goods and work in progress		2,757			41,209			45,749			73,093			31,058
Self-constructed non-current assets		32,346			16,051			33,513			41,142			25,794
Supplies		(175,142	)		(157,107	)		(304,818	)		(286,274	)		(206,738	)
Other operating income		1,009			631			1,196			1,443			1,289
Personnel expenses		(183,727	)		(141,972	)		(289,008	)		(273,168	)		(238,159	)
Other operating expenses		(155,532	)		(98,279	)		(205,260	)		(203,381	)		(192,288	)
Amortisation and depreciation		(28,156	)		(21,434	)		(45,776	)		(39,554	)		(33,256	)
Transaction costs of Talecris business combination		(38,607	)		(2,019	)		(16,999	)		—			—
Non-financial and other capital grants		742			550			728			1,188			2,941
Impairment and gains/(losses) on disposal of fixed assets		(22,302	)		681			(372	)		(1,147	)		(1,991	)
Results from operating activities		68,729			126,120			209,683			226,528			202,961
Finance income		1,761			2,179			4,526			7,067			2,682
Finance expenses		(55,546	)		(25,285	)		(49,660	)		(27,087	)		(29,305	)
Change in fair value of financial instruments		13,945			(15,404	)		(7,593	)		(587	)		(l,268	)
Gains/(losses) on disposal of financial instruments		—			—			91			(245	)		—
Exchange gains/(losses)		(2,122	)		1,970			1,616			(1,733	)		(2,825	)
Finance expense		(41,962	)		(36,540	)		(51,020	)		(22,585	)		(30,716	)
Share of loss of equity accounted investees		(807	)		(728	)		(879	)		51			24
Profit before income tax		25,960			88,852			157,784			203,994			172,269
Income tax expense		(7,347	)		(23,022	)		(42,517	)		(56,424	)		(50,153	)
Consolidated profit for the period		18,613			65,830			115,267			147,570			122,116

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Our results of operations for the six months ended June 30, 2011 include Talecris beginning on June 1, 2011, the date of the consummation of the acquisition.

The following discussion and analysis contains information regarding our results of operations for the six months ended June 30, 2011 as compared to the six months ended June 30, 2010:

	Six Months Ended
	June 30,						Change
	2011			2010			€			%
Revenues		635,341			487,809			147,532			30.2	%
Changes in inventories of finished goods and work in progress		2,757			41,209			(38,452	)		(93.3	)%
Self-constructed non-current assets		32,346			16,051			16,295			101.5	%
Supplies		(175,142	)		(157,107	)		(18,035	)		11.5	%
Other operating income		1,009			631			378			59.9	%
Personnel expenses		(183,727	)		(141,972	)		(41,755	)		29.4	%
Other operating expenses		(155,532	)		(98,279	)		(57,253	)		58.3	%
Amortisation and depreciation		(28,156	)		(21,434	)		(6,722	)		31.4	%
Transaction costs of Talecris business combination		(38,607	)		(2,019	)		(36,588	)		1812.2	%
Non-financial and other capital grants		742			550			192			34.9	%
Impairment and gains/(losses) on disposal of fixed assets		(22,302	)		681			(22,983	)		(3374.9	)%
Results from operating activities		68,729			126,120			(57,391	)		(45.5	)%

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	Six Months Ended
	June 30,						Change
	2011			2010			€			%
Finance income		1,761			2,179			(418	)		(19.2	)%
Finance expenses		(55,546	)		(25,285	)		(30,261	)		119.7	%
Change in fair value of financial instruments		13,945			(15,404	)		29,349			190.5	%
Exchange gains/(losses)		(2,122	)		1,970			(4,092	)		(207.7	)%
Finance expense		(41,962	)		(36,540	)		(5,422	)		14.8	%
Share of loss of equity accounted investees		(807	)		(728	)		(79	)		10.9	%
Profit before income tax		25,960			88,852			(62,892	)		(70.8	)%
Income tax expense		(7,347	)		(23,022	)		15,675			(68.1	)%
Consolidated profit for the period		18,613			65,830			(47,217	)		(71.7	)%

Revenues.

Our revenues increased by 30.2% from €487.8 million in the six months ended June 30, 2010 to €635.3 million in the six months ended June 30, 2011. This increase is primarily attributable to the acquisition of Talecris in June 2011 and related increase in sales volume and revenues in our Bioscience division. If we excluded Talecris revenues, our revenue would have increased by 8% in the six months ended June 30, 2011 as compared to the same period in 2010.

Our results of operations for the six months ended June 30, 2011 reflect changes in the revenue of each of our business divisions as a percentage of our total revenues as a result of the acquisition. Revenues for the Bioscience division grew by 37.2% to €521.5 million in the six months ended June 30, 2011, representing 82.1% of total revenue. The Diagnostic division increased its revenue by 4.4% to €56.8 million in the six months ended June 30, 2011 and the Hospital division increased its revenues by 9.2% to €49.3 million in the six months ended June 30, 2011. As a result of the acquisition and the increased size of our Bioscience division, revenues from the Diagnostic and Hospital divisions as a percentage of total revenue decreased from 11.2% and 9.3%, respectively, in the six months ended June 30, 2010 to 8.9% and 7.8%, respectively, in the six months ended June 30, 2011.

The acquisition has also modified the geographic mix of our sales. In the six months ended June 30, 2011, 42% of our revenues, totaling €266.5 million, were generated in the United States and Canada, while 38.7% of revenues were generated in the European Union. This was an increase of 69.1% over the same period in 2010 and makes North America our largest market. For the six months ended June 30, 2011, 80% of our activities were generated outside of Spain, with revenues from Spain as a percentage of total revenues decreasing to 19% in the six months ended June 30, 2011 as compared to 24.5% in the same period in 2010. In the Europe Union, sales increased by 10.4% and reached €246.1 million, which included increases in market share in Germany, Portugal. We also experienced significant growth in Australia.

The following tables reflect a summary of revenues by each of our divisions and geographical regions for the six months ended June 30, 2011 as compared to the six months ended June 30, 2010:

Summary of Revenues by Division

	Six Months				Six Months
	Ended				Ended
	June 30,		% of total		June 30,		% of total
	2011		revenues		2010		revenues		% var			% var CC(a)
Bioscience		521,538		82.1		380,081		77.9		37.2			40.9
Diagnostic		56,831		8.9		54,413		11.2		4.4			3.8
Hospital		49,289		7.8		45,146		9.3		9.2			8.8
Raw Materials		1,658		0.3		1,835		0.4		(9.6	)		(6.8	)
Others		6,025		1.0		6,334		1.3		(4.9	)		(4.9	)
Total		635,341		100.0		487,809		100.0		30.2			33.0

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(a) Revenue variance in constant currency is determined by comparing adjusted current period revenue, calculated using prior period monthly average exchange rates, to the prior period revenue. This measure is considered to be a non-IFRS financial measure. Revenue variance in constant currency calculates revenue variance without the impact of foreign exchange fluctuations. We believe that constant currency revenue variance is an important measure of our operations because it neutralizes foreign exchange impact and better illustrates the underlying change in revenues from one year to the next. We believe that this presentation provides a more useful period-over-period comparison as changes due solely to changes in exchange rates are eliminated. Revenue variance in constant currency, as defined and presented by us, may not be comparable to similar measures reported by other companies. Revenue variance in constant currency has limitations, particularly because the currency effects that are eliminated constitute a significant element of our revenue and expenses and could impact our performance significantly. We do not evaluate our results and performance without considering revenue variances in constant currency on the one hand and changes in revenue prepared in accordance with IFRS on the other. We caution the readers of this prospectus to follow a similar approach by considering data regarding constant currency period-over-period revenue variance only in addition to, and not as a substitute for or superior to, other measures of financial performance prepared in accordance with IFRS.

Summary of Revenues by Region

	Six Months				Six Months
	Ended				Ended
	June 30,		% of total		June 30,		% of total
	2011		revenues		2010		revenues		% var		% var CC*
European Union		246,144		38.7		223,019		45.7		10.4		10.1
United States and Canada		267,124		42.0		157,948		32.4		69.1		79.3
Rest of World		122,073		19.0		106,842		21.9		14.3		12.4
Total		635,341		100.0		487,809		100.0		30.2		33.0

*  Please see footnote (a) to the table above.

Bioscience.  Revenue for the Bioscience division, which included Talecris’ June 2011 sales, increased by 37.2% from €380.1 million in the six months ended June 30, 2010 to €521.5 million in the six months ended June 30, 2011. If we excluded Talecris’ revenues, our revenue for the Bioscience division would have increased by 9.7% in the six months ended June 30, 2011 as compared to the same period in 2010. An increase in the sales volumes of all of our key plasma derivative products resulting from our acquisition of Talecris was the main driver of the division’s growth, partially offset by a decline in prices. As a result of the acquisition, we expanded the breadth of our portfolio of plasma derivative products and brand names and diversified our end markets.

Hospital.  Revenues from the Hospital division increased by 9.2% from €45.1 million in the six months ended June 30, 2010 to €49.3 million in the six months ended June 30, 2011. This increase is attributable primarily to a 13.4% increase in revenues from the intravenous therapies subdivision, a 10.7% increase in revenues from the medical devices subdivision and a 7.8% increase in revenues from the hospital logistics subdivision. This growth in sales volume reflects our ongoing product and geographical market diversification strategy, which includes increased contract manufacturing of intravenous therapies and the development of new medical devices. Revenue from contract manufacturing has increased by 91.8% to €2.4 million in the six months ended June 30, 2011. Our revenue from Misterium installations has increased by 196.7% to €1.4 million in the six months ended June 30, 2011. In addition, sales of our new BlisPack product have brought in €0.3 million of revenues to date.

Sales in our Hospital division are primarily in Spain and have been affected by the current economic crisis. In particular, the weakened Spanish economy has affected the prices of our products in the intravenous therapy line and has led to decreased capital investments by hospitals.

Diagnostic.  Our Diagnostic division increased revenues by 4.4% to from €54.4 million in the six months ended June 30, 2010 to €56.8 million in the six months ended June 30, 2011. The growth in the Diagnostic division was driven primarily by a 10.1% increase in revenues from sales to blood banks period over period. By region, blood bank growth is primarily occurring in the European Union with a 33.3% increase. In

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addition, pathogen inactivation of blood components experienced a 28.4% increase in revenues in the European Union.

This growth was offset by stable revenues in our immunohematology sector, the largest subdivision of our Hospital division. Immunohematology experienced only modest growth of 1.1% period over period primarily as a result of stable sales under our custom manufacturing agreement with Ortho Clinical Diagnostics, Inc., which has led to stable sales, and a decline in revenues from Australia by 53.7% to €1.6 million in the six months ended June 30, 2011.

Raw Materials.  Revenues from our Raw Materials division decreased from €1.8 million in the six months ended June 30, 2010 to €1.7 million in the six months ended June 30, 2011.

Changes in inventories of finished goods and work in progress and materials consumed and Supplies.

The cost of supplies increased by 11.5%, from €157.1 in the six months ended June 30, 2010 to €175.1 in the six months ended June 30, 2011. The increase in cost of supplies is primarily the result of the acquisition of Talecris, which caused a €19.0 million increase. Excluding the acquisition of Talecris cost of supplies decreased from €157.1 million in the six months ended June 30, 2010 to €156.1 in the six months ended June 30, 2011. In addition, €2.8 million corresponds to change in inventories of finished goods and work in progress. This decrease was the result of measures implemented by us to control inventory levels. This trend, which started in the first quarter of 2011, will be reinforced throughout the year as a result of the acquisition of Talecris.

Self-constructed non-current assets.

Self-constructed non-current assets increased by 101.5%, from €16.1 million in the six months ended June 30, 2010 to €32.3 million in the six months ended June 30, 2011, primarily as a result of a €16.8 million increase attributable to the integration of Talecris.

Personnel expenses.

Personnel expenses increased by 29.4%, from €141.0 million in the six months ended June 30, 2010 to €183.7 million in the six months ended June 30, 2011. The increase in personnel expenses reflects the acquisition of Talecris and a related expense of €30.4 million. As a result of the acquisition, our headcount increased from 5,968 as of December 31, 2010 to 11,174 as of June 30, 2011.

Other operating expenses.

Other operating expenses increased by 58.3%, from €98.3 million in the six months ended June 30, 2010 to €155.5 million in the six months ended June 30, 2011. The acquisition of Talecris led to a €40.0 million increase in other operating expenses. Excluding Talecris operations, our other operating expenses increased by €17.2 million in the six months ended June 30, 2011. In addition, we incurred €38.6 million in costs in connection with the acquisition.

Amortisation and depreciation.

Depreciation and amortization of fixed assets increased by 31.4%, from €21.4 million in the six months ended June 30, 2010 to €28.2 million in the six months ended June 30, 2011. This increase was primarily due to the increase in our fixed asset base as a result of the acquisition of Talecris.

Net Finance expense.

Net finance expense increased by 14.8% from €36.5 million in the six months ended June 30, 2010 to €42.0 million in the six months ended June 30, 2011. This increase was primarily a result of an increase in finance expense by 119.4%, from €25.3 million in the six months ended June 30, 2010 to €55.5 million in the six months ended June 30, 2011, due to the entry into the Senior Credit Facilities and the issuance of our 8.25% senior notes due 2018 in order to finance the acquisition. The net finance expense also includes a non-

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realized gain of €14.2 million for the six months ended June 30, 2011 arising from futures contracts with respect to our Class A shares (a loss of €15.8 million for the six months ended June 30, 2010).

Income tax expense.

In the six months ended June 30, 2011, we had a profit before income tax of €26.0 million and income tax expense of €7.3 million, which represents an effective tax rate of 28.3%. This amount includes deductions of €4.1 million relating to research and development deductions and other deductions. Our effective tax rate increased from 25.9% for the six month period ended June 30, 2010 primarily due to a greater portion of our revenues being taxed at a higher tax rate as a result of the acquisition.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

The following table contains information regarding our results of operations for the year ended December 31, 2010 as compared to the year ended December 31, 2009:

	Years Ended December 31,						Change
	2010			2009			€			%
Revenues		990,730			913,186			77,544			8.5	%
Changes in inventories of finished goods and work in progress		45,749			73,093			(27,344	)		(37.4	)%
Self-constructed non-current assets		33,513			41,142			(7,629	)		(18.5	)%
Supplies		(304,818	)		(286,274	)		(18,544	)		6.5	%
Other operating income		1,196			1,443			(247	)		(17.1	)%
Personnel expenses		(289,008	)		(273,168	)		(15,840	)		5.8	%
Other operating expenses		(205,260	)		(203,381	)		(1,879	)		0.9	%
Amortisation and depreciation		(45,776	)		(39,554	)		(6,222	)		15.7	%
Transaction costs of Talecris business combination		(16,999	)		0			(16,999	)		100	%
Non-financial and other capital grants		728			1,188			(460	)		(38.7	)%
Impairment and gains/(losses) on disposal of fixed assets		(372	)		(1,147	)		775			(67.6	)%
Results from operating activities		209,683			226,528			(16,845	)		(7.4	)%
Finance income		4,526			7,067			(2,541	)		(36.0	)%
Finance expenses		(49,660	)		(27,087	)		(22,573	)		83.3	%
Change in fair value of financial instruments		(7,593	)		(587	)		(7,006	)		1193.5	%
Gains/(losses) on disposal of financial instruments		91			(245	)		336			137.1	%
Exchange gains/(losses)		1,616			(1,733	)		3,349			193.2	%
Finance expense		(51,020	)		(22,585	)		(28,435	)		125.9	%
Share of loss of equity accounted investees		(879	)		51			(930	)		(1823.5	)%
Profit before income tax		157,784			203,994			(46,210	)		(22.7	)%
Income tax expense		(42,517	)		(56,424	)		13,907			(24.6	)%
Consolidated profit for the year		115,267			147,570			(32,303	)		(21.9	)%

Revenues.

Overall revenues increased by 8.5%, from €913.2 million in 2009 to €990.7 million in 2010, driven mainly by increased revenues from our Bioscience division.

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The following tables reflect a summary of revenues by each of our divisions and geographical regions for the year ended December 31, 2010 as compared to the year ended December 31, 2009:

Summary of Revenues by Division

	Year Ended				Year Ended
	December 31,		% of total		December 31,		% of total
	2010		revenues		2009		revenues		% var			% var CC*
Bioscience		773,372		78.1		694,969		76.1		11.3			7.7
Diagnostic		109,088		11.0		103,091		11.3		5.8			3.4
Hospital		89,552		9.0		86,328		9.5		3.7			2.9
Raw Materials		4,815		0.5		22,665		2.5		(78.8	)		(79.8	)
Others		13,903		1.4		6,133		0.7		126.7			126.6
Total		990,730		100.0		913,186		100.0		9.6			6.5

*  Please see footnote (a) to the table on page 93.

Summary of Revenues by Region

	Year Ended				Year Ended
	December 31,		% of total		December 31,		% of total
	2010		revenues		2009		revenues		% var		% var CC*
European Union		432,191		43.6		424,591		46.5		1.8		1.1
United States and Canada		339,018		34.2		296,659		32.5		14.3		10.0
Rest of World		219,521		22.2		191,936		21.0		14.4		7.7
Total		990,730		100.0		913,186		100.0		8.5		5.4

*  Please see footnote (a) to the table on page 93.

Bioscience.  Revenues from our Bioscience division increased by 11.3%, from €695.0 million in 2009 to €773.4 million in 2010. The increase in revenues is primarily due to increases in sales volume for each of our three main product lines. Increases in sales volume were partially offset by decreases in prices across our product lines. Revenues from sales of IVIG, albumin and Factor VIII increased 20.6%, 6.4% and 7.6%, respectively. IVIG sales growth was primarily due to increases in revenues from the United States (a 38.2% increase) and the Rest of the World (a 13.8% increase), with revenues from the European Union remaining stable.

Hospital.  Revenues from our Hospital division increased by 3.7%, from €86.3 million in 2009 to €89.6 million in 2010. In 2010, we recorded increases in revenues from each of our main product lines: intravenous therapy, medical devices, hospital logistics and nutrition. The key growth drivers in the Hospital division are (i) intravenous therapies, which increased 6.6% and (ii) medical devices, which increased 8.4%. The increase in revenue from intravenous therapies is primarily attributable to a 4% increase in revenues in the European Union, while growth in the medical devices product line is primarily attributable to increased sales in the European Union.

Diagnostic.  Revenues from our Diagnostic division increased by 5.8%, from €103.1 million in 2009 to €109.1 million in 2010. The growth in the Diagnostic division was driven primarily by: a 17.2% increase in blood bank revenue and a 18.4% increase in hemostasis revenues. The increase in revenue from blood banks is primarily attributable to an increase in sales volume in the European Union and the Rest of the World, while growth in hemostatis is primarily attributable expanded sales in the European Union. Immunohematology experienced only modest growth of 2.4% in 2010, primarily as a result of stable sales under our custom manufacturing agreement with Ortho Clinical Diagnostics, Inc., and a decline in revenues from Australia by 23.1% to €5.1 million in 2010.

Raw Materials.  Revenues decreased by 78.8%, from €22.7 million in 2009 to €4.8 million in 2010, primarily due to the fact that 2009 sales comprised of one-off plasma sales, while in 2010 we experienced only recurrent sales.

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Changes in inventories of finished goods and work in progress and Supplies.

Supplies increased by 7.2%, from €286.3 million in 2009 to €306.9 million in 2010. From these supplies, €282.5 million corresponds to purchases of raw materials (€325.4 million in 2009) and goods for resale and €24.4 corresponds to change in inventories of raw materials and goods for resale (€(39.1) million in 2009). In addition, €45.7 million corresponds to change in inventories of finished goods and work in progress. This increase was primarily because we intended to build up inventories to secure future growth.

Personnel expenses.

Personnel expenses increased by 5.8%, from €273.2 million in 2009 to €289.0 million in 2010, primarily due to increased sales personnel and an increase in variable remuneration paid.

Other operating expenses.

Other operating expenses increased by 0.9%, from €203.4 million in 2009 to €205.3 million in 2010. In addition, we incurred costs in connection with the proposed acquisition of Talecris in the amount of €17.0 million.

Amortisation and depreciation.

Amortisation and depreciation increased by 15.7%, from €39.6 million in 2009 to €45.8 million in 2010. This increase was primarily due to the continued increase in our fixed asset base, including a new sterile filling and purification area at our Los Angeles plant and our new corporate offices in Sant Cugat del Vallès, Barcelona.

Net finance expense.

Net finance expense increased by 125.9% from €22.6 million in 2009 to €51 million in 2010. This significant increase was mainly due to a 83.3% increase in finance expenses, from €27.1 million in 2009 to €49.7 million in 2010, as a result of (i) the full-year impact of the interest expense on the Grifols Old Notes which amounted to €31.9 million in 2010 as compared to €6.8 million in 2009 and (ii) a non-realized loss of €8.4 million arising from futures contracts with respect to our Class A shares. In addition, finance income decreased by 36.0%, from €7.1 million in 2009 to €4.5 million in 2010 primarily due to a 55.8% decrease in interest from Spanish Social Security, from €6.5 million in 2009 to €2.9 million in 2010.

Income tax expense.

In 2010, we had a consolidated profit before income tax of €157.8 million and income tax expense of €42.5 million, which represents an effective tax rate of 26.9%. This amount includes deductions of €10.8 million relating to research and development and other deductions. The effective tax rate decreased from 27.7% in 2009 primarily due to a lower profit before taxes in 2010 and a reduction in the amount of deductions year over year.

Profit after income tax from continuing operations

As a result of the above, profit after income tax from continuing operations decreased 21.9%, from €147.6 million in 2009 to €115.3 million in 2010.

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Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

The following table contains information regarding our results of operations for the year ended December 31, 2009 as compared to the year ended December 31, 2008:

	Years Ended December 31,						Change
	2009			2008			€			%
Revenues		913,186			814,311			98,875			12.1	%
Changes in inventories of finished goods and work in progress		73,093			31,058			42,035			135.3	%
Self-constructed non-current assets		41,142			25,794			15,348			59.5	%
Supplies		(286,274	)		(206,738	)		(79,536	)		38.5	%
Other operating income		1,443			1,289			154			11.9	%
Personnel expenses		(273,168	)		(238,159	)		(35,009	)		14.7	%
Other operating expenses		(203,381	)		(192,288	)		(11,093	)		5.8	%
Amortisation and depreciation		(39,554	)		(33,256	)		(6,298	)		18.9	%
Non-financial and other capital grants		1,188			2,941			(1,753	)		(59.6	)%
Impairment and net losses on disposal of fixed assets		(1,147	)		(1,991	)		844			(42.4	)%
Results from operating activities		226,528			202,961			23,567			11.6	%
Finance income		7,067			2,682			4,385			163.5	%
Finance expenses		(27,087	)		(29,305	)		2,218			(7.6	)%
Change in fair value of financial instruments		(587	)		(1,268	)		681			(53.7	)%
Gains/(losses) on disposal of financial instruments		(245	)		—			(245	)		—
Exchange gains/(losses)		(1,733	)		(2,825	)		1,092			(38.7	)%
Net Finance expense		(22,585	)		(30,716	)		8,131			(26.5	)%
Share of (profit)/loss of equity accounted investees		51			24			27			112.5	%
Profit before income tax		203,994			172,269			31,725			18.4	%
Income tax expense		(56,424	)		(50,153	)		(6,271	)		12.5	%
Consolidated profit for the year		147,570			122,116			25,454			20.8	%

Net Sales

Net sales increased by 12.1%, from €814.3 million in 2008 to €913.2 million in 2009.

The following tables reflect a summary of net sales by each of our divisions and geographical regions for the year ended December 31, 2009 as compared to the year ended December 31, 2008:

Summary of Revenues by Division

	Year Ended				Year Ended
	December 31,		% of total		December 31,		% of total
	2009		revenues		2008		revenues		% var			% var CC*
Bioscience		694,969		76.1		617,918		78.6		12.5			11.9
Diagnostic		103,091		11.3		85,705		10.9		20.3			20.9
Hospital		86,328		9.5		82,566		10.5		4.6			5.0
Raw Materials		22,665		2.5		22,794		2.9		4.6			(14.0	)
Others		6,133		0.7		5,328		0.7		(0.6	)		15.3
Total		913,186		100.0		814,311		100.0		12.5			12.1

*  Please see footnote (a) to the table on page 93.

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Summary of Revenues by Region

	Year Ended				Year Ended
	December 31,		% of total		December 31,		% of total
	2009		revenues		2008		revenues		% var		% var CC*
European Union		424,591		46.5		404,099		49.6		5.1		7.3
United States and Canada		296,659		32.5		290,666		35.7		2.1		(4.9	)
Rest of World		191,936		21.0		119,546		14.7		60.6		65
Total		913,186		100.0		814,311		100.0		12.1		11.4

*  Please see footnote (a) to the table on page 93.

Bioscience.  Net sales increased by 12.5%, from €618.0 million in 2008 to €695.0 million in 2009. The increase in net sales was primarily due to increases in sales of our three main product lines: IVIG, albumin and Factor VIII. The 5.5% increase in IVIG sales was driven by a €5.5 million increase in volume, a €6.6 million increase in price and a positive foreign exchange rate which resulted in a €3.6 million increase. Revenues from the sale of Factor VIII grew by 19.8% primarily due to an increase in sales volume of €43.9 million, a price decrease of €18.4 million as a sales mix (tenders awarded at low prices compared to regular sales) and a negative foreign exchange effect of €1.7 million. By region, the United States, which had a €6.3 million increase in net sales, and Latin America, which had a €12.7 million increase, were the main contributors to growth. The increase in sales of Albumin resulted mainly from an increase in overall sales volume of €18.7 million, and a price increase of €2.9 million, and a positive foreign exchange rate effect of €0.7 million. By region, the main changes are a €8.8 million increase in net sales in the United States (from €33.3 million in 2008 to €42.1 million in 2009) and a €11.5 million increase in net sales in the rest of the world (from €41.4 million in 2008 to €52.9 million in 2009).

Hospital.  Net sales increased by 4.6%, from €82.6 million in 2008 to €86.3 million in 2009. In 2009, we recorded increases in each of our main product lines. The growth drivers in the Hospital division are the medical devices and hospital logistics product lines. Growth in the medical devices product line is primarily attributable to increased sales in Spain, while growth in the hospital logistics product line is primarily attributable to increased sales in Latin America.

Diagnostic.  Net sales increased by 20.3%, from €85.7 million in 2008 to €103.1 million in 2009. The 20.3% growth in the Diagnostic division was driven primarily by: (i) the March 2009 acquisition of a majority voting interest in Woolloomooloo Holdings Pty Ltd., an Australian-Swiss company that is a distributor of diagnostic products in Australia and Switzerland, whose revenues amounted to a total of €11.2 million. Excluding this acquisition, sales growth in the Diagnostic division was 7.3%; (ii) a 1.9% decrease in immunohematology (excluding the above mentioned sales from the Australian-Swiss company of €11.2 million), mainly due to a €5.1 million planned sales reduction in OEM instruments sales. Excluding the OEM sales, the growth is 16.3%, from €26.7 million in 2008 to €31.1 million in 2009 which is mainly due to gel cards sales growth; (iii) a €2.9 million increase in PIBC (pathogen inactivation of blood components), from €4.8 million to €7.8 million, mainly due to the incorporation of a new product line for distribution by Cerus Corporation beginning in the fourth quarter 2008; and (iv) a €1.8 million increase in blood bank, from €15.5 million to €17.3 million and a €1.7 million increases in hemostasis sales for €6.5 million to €8.2 million, including the launch of the Q-Coagulometer, an instrument developed in-house.

Raw Materials.  Sales in 2009 compared to 2008 remained flat; however, 2009 sales were comprised of plasma sales, while 2008 sales were comprised both of the manufacturing service plus intermediate paste contract with Baxter Healthcare Corporation, which was terminated in October 2009, as well as plasma sales.

Changes in inventories of finished goods and work in progress and materials consumed.

Supplies increased by 38.5%, from €206.7 million in 2008 to €286.3 million in 2009. From these supplies, an amount of €325.4 million in 2009 corresponds to purchases of raw materials and goods for resale and an amount of €39.1 million corresponds to change in inventories of raw materials and goods for resale. In addition, an amount of €73.1 million corresponds to change in inventories of finished goods and work in

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progress. This increase was primarily because we intended to build up inventories in 2009 to secure future growth.

Self-constructed non-current assets.

Self-constructed non-current assets increased by 59.5%, from €25.8 million in 2008 to €41.1 million in 2009 primarily due to the continued increase in our fixed assets based on the capital expenditures expansion plan.

Personnel expenses.

Personnel expenses increased by 14.7%, from €238.2 million in 2008 to €273.2 million in 2009, primarily due to increased personnel in the production area, specifically in the plasma collection companies.

Other operating expenses.

Other operating expenses increased by 5.8%, from €192.3 million in 2008 to €203.4 million in 2009, primarily due to our overall increase in operations.

Depreciation and amortization of fixed assets.

Depreciation and amortization of fixed assets increased by 18.9%, from €33.3 million in 2008 to €39.6 million in 2009. This increase was primarily due to the continued increase in our fixed asset base, including a new sterile filling and purification area at our Los Angeles plant and our new corporate offices in Sant Cugat del Vallès, Barcelona.

Net finance expense.

Net finance expense decreased by 26.5%, from €30.7 million in 2008 to €22.6 million in 2009. This decrease was primarily due to increased interest income from Spanish Social Security by 195.5%, from €2.2 million in 2008 to €6.5 million in 2009. Additionally, financial expenses decreased by 7.6%, from €29.3 million in 2008 to €27.1 million in 2009 mainly due to lower interest rates.

Income tax.

In 2009, we had a consolidated profit before income tax of €204.0 million and income tax of €56.4 million, which represents an effective tax rate of 27.6%. This amount includes deductions of €12.7 million relating to research and development and others.

Liquidity and Capital Resources

Uses and Sources of Funds

Our principal liquidity and capital requirements consist of the following:

•  costs and expenses relating to the operation of our business, including working capital for inventory purchases and accounts receivable financing;

•  capital expenditures for existing and new operations; and

•  debt service requirements relating to our existing and future debt.

Historically, we have financed our liquidity and capital requirements through internally generated cash flows, debt financings and capital infusions.

Historical Cash Flows

Below are our consolidated statements of cash flow for the years ended December 31, 2008, 2009 and 2010 and the six months ended June 30, 2010 and 2011 prepared under IFRS.

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Statements of Cash Flows
For the Years Ended December 31, 2010, 2009, and 2008 and the Six Months Ended
June 30, 2011 and 2010
(In thousands of Euros)

	6/30/11			6/30/10			12/31/10			12/31/09			12/31/08
Cash flows from operating activities
Profit before tax		25,960			88,852			157,784			203,994			172,269
Adjustments for:		92,638			53,782			92,351			61,800			66,034
Amortisation and depreciation		28,156			21,434			45,776			39,554			33,256
Other adjustments:		64,482			32,348			46,575			22,246			32,778
(Profit) /losses on equity accounted investments		807			728			879			(51	)		(24	)
Exchange differences		2,122			(1,970	)		(1,616	)		1,733			2,825
Net provision charges		14,454			129			913			53			1,994
(Profit) /loss on disposal of fixed assets		9,416			(681	)		(276	)		1,147			2,001
Government grants taken to income		(742	)		(550	)		(728	)		(1,188	)		(2,943	)
Finance expense/income		37,130			33,386			47,442			17,551			27,891
Other adjustments		1,295			1,306			(39	)		3,001			1,034
Changes in capital and assets		(65,159	)		13,700			(78,767	)		(104,127	)		(86,550	)
Change in inventories		752			(11,982	)		(18,306	)		(113,104	)		(98,520	)
Change in trade and other receivables		(66,961	)		20,239			(23,546	)		(12,549	)		(7,951	)
Change in current financial assets and other current assets		(451	)		(3,875	)		(73,022	)		(1,287	)		405
Change in current trade and other payables		1,501			9,318			36,107			22,813			19,516
Other cash flows from operating activities		(36,745	)		(34,465	)		(67,116	)		(73,487	)		(77,310	)
Interest paid		(34,021	)		(19,801	)		(40,129	)		(14,719	)		(25,972	)
Interest recovered		999			3,861			5,436			2,509			2,213
Income tax paid/(recovered)		(3,723	)		(18,525	)		(32,423	)		(61,277	)		(53,551	)
Net cash from operating activities		16,694			121,869			104,252			88,180			74,443
Cash flows from investing activities
Payments for investments		(1,669,390	)		(56,997	)		(108,588	)		(136,626	)		(130,923	)
Group companies and business units		(1,615,417	)		(3,727	)		(1,474	)		(15,385	)		(632	)
Property, plant and equipment and intangible assets		(52,838	)		(49,151	)		(103,402	)		(118,770	)		(129,568	)
Property, plant and equipment		(42,841	)		(43,146	)		(86,800	)		(103,415	)		(119,824	)
Intangible assets		(9,997	)		(6,005	)		(16,602	)		(15,355	)		(9,744	)
Other financial assets		(1,135	)		(4,119	)		(3,712	)		(2,471	)		(723	)
Proceeds from the sale of investments		69,151			2,863			4,532			673			157
Property, plant and equipment		69,151			2,863			3,911			673			157
Associates		0			0			621			0			0
Net cash used in investing activities		(1,600,239	)		(54,134	)		(104,056	)		(135,953	)		(130,766	)
Cash flows from financing activities
Proceeds from and payments for equity instruments		(2,264	)		(1,250	)		(1,250	)		26,655			(4,212	)
Issue		(2,264	)		(1,250	)		0			(76	)		0
Acquisition of treasury shares		0			0			(1,250	)		(25,186	)		(4,880	)
Disposal of treasury shares		0			0			0			51,917			668
Proceeds from and payments for financial liability instruments		2,235,339			(8,671	)		(1,066	)		344,413			96,349
Issue		2,982,877			51,067			118,238			525,078			394,109
Redemption and repayment		(747,538	)		(59,738	)		(119,304	)		(180,665	)		(297,760	)
Dividends and interest on other equity instruments paid		0			(53	)		(27,282	)		(80,913	)		(34,792	)
Other cash flows from financing activities		(287,203	)		323			323			741			0
Transaction costs of financial instruments issued in the acquisition of Talecris		(287,550	)		0			0			0			0
Other amounts received from financing activities		347			323			323			741			0
Net cash (used in)/from financing activities		1,945,872			(9,651	)		(29,275	)		290,896			57,345
Effect of exchange rate fluctuations on cash		(18,184	)		42,684			19,356			(119	)		(344	)
Net increase in cash and cash equivalents		344,143			100,768			(9,723	)		243,004			678
Cash and cash equivalents at beginning of the period		239,649			249,372			249,372			6,368			5,690
Cash and cash equivalents at end of the period		583,792			350,140			239,649			249,372			6,368

In the fiscal years ended December 31, 2008, 2009 and 2010, we generated net cash flow of €0.7 million, €243.0 million and €(9.7) million, respectively. In the six months ended June 30, 2010 and June 30, 2011, we generated net cash flow of €100.8 million and €344.1 million, respectively.

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Net Cash from Operating Activities

In 2008, we generated net cash from operating activities of €74.4 million. The €161.0 million of cash flow generated by our operations was offset in part by the €86.6 million of cash used for working capital requirements, which principally included a €98.5 million increase in inventory levels, with a stock turnover of 327 days. The important increase in inventories was primarily due to a build-up of inventory in plasma and intermediates to secure future growth.

In 2009, we generated net cash from operating activities of €88.2 million. The €192.3 million of cash flow generated by operations was offset in part by the €104.1 million of cash used for working capital requirements. The principal effects on working capital were:

•  a €12.5 million increase in receivables, with the days sales outstanding ratio remaining at 83 days, which was similar to 2008;

•  a €113.1 million increase in inventories, which represented a significant increase from 2008, with the days sales outstanding ratio at 377 days, due to increased plasma collection activity and slower-than-budgeted sales, which resulted in remaining inventory at the stage of intermediate or finished goods; and

•  a €22.8 million increase in current liabilities, with a day payable outstanding ratio of 64 days.

In 2010, we generated net cash from operating activities of €104.3 million. The principal effects on working capital were:

•  a €23.5 million increase in receivables, with the days sales outstanding ratio at 83 days, which was similar to 2009;

•  a €18.3 million increase in inventories with the stocks turnover ratio at 364 days, which is lower than 2009;

•  a €73.0 million increase in current financial assets and other current assets due to the costs incurred related to the issue of debt and equity that are expected in connection with the acquisition of Talecris included in other current assets; and

•  a €36.1 million increase in current trade and other payables, with a day payable outstanding ratio of 76 days.

In the six months ended June 30, 2011, we generated net cash from operating activities of €16.7 million. The impact of non-recurring effects were the following:

•  a decrease in profit before tax due to the transaction costs incurred during the six month period ended June 30, 2011 amounting to €39 million (€2 million for the six months ended at June 30, 2010) that have been paid in this period; and

•  the change in current trade and other payables includes €20 million corresponding to business combination costs accrued by Talecris companies prior to acquisition date and paid during June 2011.

Net Cash Used in Investing Activities

Net cash used in investing activities amounted to €130.8 million in 2008, €136.0 million in 2009, €104.1 million in 2010 and €1.60 billion in the six months ended June 30, 2011. A significant part of the investments made between 2008 and December 31, 2010 were related to “non-recurring” capital expenditures, primarily investments for capacity expansion. For the six months ended June 30, 2011, most of the cash used in investing activities related to the acquisition of Talecris.

At June 30, 2011, we had carried out the following investing operations which did not require the use of cash or cash equivalents: (i) we sold properties in Spain amounting to €80.4 million which together with the related mortgage loan of €53.5 million resulted in a net cash inflow of €26.9 million, and (ii) we paid part of

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the consideration for the acquisition of Talecris through the issuance and delivery of our Class B shares. The issuance of our Class B shares had no cash impact.

Net Cash from (Used in) Financing Activities

We generated net cash from financing activities of €57.3 million in 2008. The principal factor was €96.3 million in additional loans incurred mainly to finance capital expenditures and to finance inventory.

Net cash from financing activities amounted to €290.9 million in 2009, mainly from net disposals of owned shares of €26.7 million and proceeds from the private placement of the Grifols Old Notes. For a further discussion of the Grifols Old Notes, see the section below entitled “— Indebtedness.”

Net cash used in financing activities amounted to €29.3 million in 2010, mainly due to the payment of dividends.

Net cash from financing activities was €1.95 billion in the six months ended June 30, 2011, primarily due to the issuance of $1.1 billion aggregate principal amount of our 8.25% senior notes due 2018 and borrowings under the Senior Term Loans in the amount of $2.5 billion and €440 million (which does not include an additional $50 million, €36.7 million and the $200 million equivalent in multicurrencies of availability under the undrawn Revolving Credit Facilities). For a further discussion of the 8.25% senior notes due 2018 and the Senior Credit Facilities, see the section below entitled “— Indebtedness.”

Pursuant to the terms of the Senior Credit Facilities and in connection with the consummation of the acquisition we refinanced substantially all of our and Talecris’ existing debt. On June 1, 2011, we redeemed all of the Grifols Old Notes and repaid existing bank loans amounting to €297 million. We paid a €112 million make-whole premium payment in connection with the redemption of the Grifols Old Notes. On June 13, 2011, we redeemed 10% of the $600 million aggregate principal amount of Talecris Old Notes. At June 30, 2011, our cash and cash equivalents included €428 million held in a restricted cash account in connection with the redemption of the remaining Talecris Old Notes, which were subsequently redeemed on July 1, 2011. As of the date hereof, there are no Talecris Old Notes outstanding. We paid a €78 million make-whole premium payment in connection with the redemption of the Talecris Old Notes.

Working Capital

We believe that we have sufficient working capital for the next 12 months from the date of this prospectus, although we can not assure you that this will be the case.

The following table presents, for the periods indicated, our inventory, trade receivables and trade payables and their aging:

	December 31,												June 30,
	2008				2009				2010				2011
	€		Days(1)		€		Days(1)		€		Days(1)		€			Days(1)
Inventory(2)		373,098		327		484,462		377		527,865		364		997,826			300
Receivables(3)		186,324		84		207,840		83		224,355		83		390,979			63
Payables(4)		95,396		65		108,274		64		120,326		76		—	(5)		—	(5)

(1)	At the last day of the period.
(2)	Aging of inventory is calculated by dividing total inventories, as the case may be, at the end of each period by the total cost of sales for such period and multiplying the result by 365.
(3)	We have calculated the average age of receivables by Total Receivables * 365/Sales (last 12 months).
(4)	We have calculated the average age of payables by Total Payables * 365/Purchases + External services + Acquisitions fixed assets third parties (last 12 months). Payables include only the concepts that are also included as purchases, external services and acquisitions fixed assets.
(5)	Due to the timing of the acquisition, at June 30, 2011, we were unable to determine accounts payable reflecting Talecris operations.

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Inventory.  Inventory aging average has increased from 2008 to 2010 primarily because we intended to build up inventories in 2008 to secure future growth, and this trend continued through 2010. A decrease in sales in certain products and markets resulted in the ratio of 364 days in 2010, from 327 days in 2008. From December 31, 2010 to June 30, 2011 the ratio has decreased to 300 days.

Accounts receivable.  Accounts receivable aging has maintained the level of turnover from 84 days in 2008 to 83 days in 2010. From December 31, 2010 to June 30, 2011 the ratio has decreased to 63 days, mainly due to an increase in revenues from North America as a result of the acquisition. In certain markets, particularly in Southern Europe (e.g., Spain and Italy), it is common practice for government or local authority-backed entities to pay suppliers well after the 30-60-day period normally applied, with payments occurring very often after one year. As a result, we require significant investments in working capital to accommodate certain clients’ payment terms. In order to reduce our working capital funding needs, our recent policy has been to sell, to the extent necessary, receivables with a maturity beyond 30 days. Certain receivables are sold to financial institutions at the end of each quarter without recourse.

Accounts payable.  The ratio remained stable at the level of 65 days for the period 2008 to 2009, and increased to 76 days in 2010. Due to the timing of the acquisition, as of June 30, 2011, we were unable to determine such figures incorporating Talecris operations.

Capital Expenditures

The following table presents our capital expenditures in the six months ended June 30, 2011 and the years ended December 31, 2010, 2009 and 2008, by division.

	Six Months Ended		Years Ended
	June 30,		December 31,
	2011		2010		2009		2008
Facilities(1)		30,027		62,287		65,076		62,292
Development cost(2)		1,675		3,057		5,626		3,662
Bioscience division		31,702		65,344		70,702		65,954
Facilities(1)		8,597		12,559		7,524		9,266
Development cost(2)		—		573		—		—
Hospital division		8,597		13,132		7,524		9,266
Facilities(1)		4,153		12,914		11,547		12,485
Development cost(2)		1,885		2,983		2,520		1,593
Diagnostic division		6,038		15,897		14,067		14,078
Raw materials division		—		—		—		516
Shared infrastructure		6,762		11,424		26,477		39,879
Total		53,098		105,797		118,770		129,693

(1)

Facilities include manufacturing and other facilities.

(2)

Development cost includes the capitalized portion only. Development expenses are capitalized only when the conditions of IAS 38 for such capitalization are met and are subsequently depreciated over an estimated useful life, as permitted under IFRS. Otherwise, research and development expenses are expensed as they are incurred. For 2008, 2009, 2010 and the six months ended June 30, 2011, Grifols had total development expenses of €25.6 million, €35.2 million, €36.6 million and €25.7 million, respectively, and had amortizations on development cost of €4.6 million, €5.6 million, €3.7 million and €4.8 million, respectively.

January 2008 through December 2010

Facilities.  The most important capital projects relating to the expansion and improvement of our manufacturing facilities were:

•  the acquisition of Novartis’ former industrial facilities in Parets del Vallès in Barcelona, Spain for €17.5 million;

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•  the acquisition of our headquarters for €35 million in 2008;

•  the opening of a new building in Barcelona to house the raw material storage unit for €2.5 million in 2008;

•  the establishment of research and development quality control laboratories and the installation of new manufacturing lines for parenteral nutrition products for the Hospital division for €2.5 million in 2008;

•  the establishment of a new preparation area to increase the production of DG Gel cards completed in 2008 for €1.7 million;

•  investment at the Los Angeles plant to fund its expansion, improvements and specialized machinery for €5 million;

•  capital expenditures for the Los Angeles plant in the amount of €29.2 million in 2009;

•  refurbishment work at our headquarters for €14.2 million in 2009;

•  investments in the Los Angeles IVIG plant of approximately €18.1 million in 2010;

•  refurbishment costs and information technology-related expenditures at our headquarters of approximately €7.7 million in 2010;

•  costs related to the expansion of the new fractionation plant in Parets del Vallès of approximately €9.4 million in 2010;

•  investments for the new laboratories in San Marcos, Texas of approximately €10.2 million in 2010; and

•  investments for new plants and machinery in our Hospital division of approximately €10.0 million in 2010.

Development Cost. Our important projects included:

•  completion of the FDA licensing process for the sale of Flebogamma DIF IVIG in the United States in early 2007, which consists of a new method for obtaining IVIG that could significantly increase the protein yield and would provide increased safety through the use of a new method of viral elimination known as nanofiltration;

•  completion of the development of Erytra in early 2010, which is a fully automated instrument with a high processing capacity for pre-transfusion compatibility tests using the gel agglutination technique;

•  improvements to the Triturus and Wadiana automated analyzers;

•  pursuit of Albumin usage in the treatment of Alzheimer’s disease;

•  conducting clinical trials for the sale of Flebogamma DIF 10% in ITP in the European Union; and

•  continuation of clinical trials for the sale of fibrin glue, which is a fibrin clot preparation to control bleeding during surgery, in the United States.

January 2011 through December 2012

Our business plan calls for capital expenditures for the period from January 2011 through December 2012 of approximately €373.5 million, with €211.4 million anticipated for 2011 and €162.1 million anticipated for 2012. We plan to finance our projected capital expenditures with internally generated cash flow and debt financing. Our principal planned capital expenditures for the period from January 2011 through December 2012 are the following:

Facilities.  The most important capital projects relating to the expansion and improvement of our manufacturing facilities that we plan to make are:

•  investments related to the Parets del Vallès plant in Spain of approximately €1.3 million in 2011 and €11.9 million in 2012, mainly related to fractionation capacity expansion;

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•  incur further headquarters-related expenses and IT projects of approximately €11.7 million in 2011 and €22.2 million in 2012;

•  investments related to the Clayton, North Carolina plant of approximately €134.2 million in 2011 and €50.6 million in 2012, mainly related to fractionation capacity expansion; and

•  further expenditures at our new plant in Murcia, Spain of approximately €8.9 million in 2011 and €2.1 million in 2012.

Development Cost.  We are undertaking research and development projects in all of our major product areas.

Indebtedness

Senior Credit Facilities

In order to fund the acquisition, on November 23, 2010, we entered into a credit and guaranty agreement, which provided for senior term loans aggregating $2.5 billion and €440 million (the “Senior Term Loans”), and revolving credit facilities in the amounts of $50 million, €36.7 million and the $200 million equivalent in multicurrencies (the “Revolving Credit Facilities,” and together with the Senior Term Loans, the “Senior Credit Facilities”), from a syndicate of lenders led by 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.

The Senior Term Loans consist of two tranches, Tranche A and Tranche B. The Tranche A Senior Term Loans, which amount to $1.2 billion and €220 million, mature five years after the closing of the acquisition and have a repayment schedule with quarterly amortization equal to 0%, 10%, 10% and 15% per annum of the original principal amount in years one through four, with the balance due after the fourth anniversary of the closing of the acquisition to the maturity date. The Tranche B Senior Term Loans, which amount to $1.3 billion and €220 million, mature six years after the closing of the acquisition and will have a repayment schedule with quarterly amortization equal to 1% per annum of the original principal amount, with the remainder to be paid at maturity. The Senior Term Loans were fully funded at the closing of the acquisition.

The Revolving Credit Facilities, which amount to $50 million, €36.7 million and the $200 million equivalent in multicurrencies, will be available during the period commencing on the closing of the acquisition and ending on the fifth anniversary of the closing of the acquisition. As of June 30, 2011, no amounts were drawn against the Revolving Credit Facilities.

The interest rates on the Senior Term Loans and the Revolving Credit Facilities are based on (a) in the case of United States Dollar-denominated debt the base rate (the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the applicable LIBOR rate plus 1.00%) with a floor of 2.75%, plus an applicable margin or (b) the applicable LIBOR rate with a floor of 1.75%, plus an applicable margin. The applicable margin will be (a) 4.00% for the foreign currency-denominated Revolving Credit Facilities and the foreign Tranche A Senior Term Loan, (b) 4.50% for the foreign Tranche B Senior Term Loan, (c) for the United States Dollar-denominated Revolving Credit Facilities, the United States Dollar-denominated multicurrency Revolving Credit Facilities and the United States Dollar-denominated Tranche A Senior Term Loan, (i) 1.75% for base rate loans and (ii) 3.75% for LIBOR rate loans, and (d) for the United States Dollar-denominated Tranche B Senior Term Loan, (i) 3.25% for base rate loans and (ii) 4.25% for LIBOR rate loans.

Borrowings under the Senior Credit Facilities are subject to mandatory prepayment upon the occurrence of certain events, including the incurrence of certain debt and the sale or other disposition of certain assets. In addition, a portion of the borrowings under the Senior Credit Facilities are subject to mandatory prepayment in the event we have excess cash flow, as defined therein.

The Senior Credit Facilities are guaranteed by Grifols, S.A. and certain subsidiaries of Grifols, S.A. that together with Grifols, S.A. represent, in the aggregate, at least 85% of the consolidated assets, consolidated EBITDA and consolidated turnover of Grifols, S.A. and its subsidiaries, and are secured by a perfected first priority security interest (subject to permitted liens, as defined in the credit and guaranty agreement) in all of

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the tangible and intangible assets of the credit parties, as defined therein (subject to certain exclusions and limitations). The Senior Credit Facilities contain customary affirmative and negative covenants and events of default. Negative covenants include, among other limitations, limitations on additional debt, liens, asset sales and affiliate transactions. Events of defaults include, among other events, violation of covenants, material breaches of representations, cross-default to other material debt, bankruptcy and insolvency and material judgments. Furthermore, Grifols is required to comply with certain ratios and financial maintenance covenants. At June 30, 2011, we were in compliance with the financial covenants under the Senior Credit Facilities. We are required to provide financial information to the lending banks within the six-month period subsequent to December 31 of each year while the loan is outstanding.

The terms of the Senior Credit Facilities limit our ability to pay ordinary dividends. If our leverage ratio exceeds 3.75x, we may not pay more than $10 million of dividends in any fiscal year. If our leverage ratio is 3.75x or less, then we may pay dividends in an amount not to exceed an amount equal to (a) the sum of (i) 40% of the consolidated net income of Grifols, S.A. and its subsidiaries accrued since the most recently ended fiscal quarter prior to the closing date of the acquisition to the end of the most recently ended fiscal quarter of Grifols, S.A. for which financial statements have been delivered to the lenders (or, in case such consolidated net income shall be a deficit, minus 100% of such deficit) and (ii) the net cash proceeds received from the issuance or sale of equity interests in Grifols, S.A. and its subsidiaries after the closing date that are not applied to prepay the loans, less (b) the sum of amounts used to make (i) certain permitted restricted payments, (ii) below par purchases of senior term loans and (iii) certain permitted capital expenditures.

8.25% Senior Notes due 2018

On January 21, 2011, Escrow Corp., an escrow company formed solely for the purpose of issuing such notes, completed the sale of $1.1 billion aggregate principal amount of 8.25% senior notes due 2018 (the “Notes”) to the initial purchasers thereof in an offering not registered under the Securities Act. The initial purchasers subsequently resold the Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The proceeds of the offering of the Notes were held in an escrow account pending completion of the acquisition of Talecris and the satisfaction of other conditions. On June 1, 2011, upon completion of the acquisition, Escrow Corp. was merged with and into our subsidiary, Grifols Inc., and Grifols Inc. assumed all of Escrow Corp.’s obligations under the Notes and the indenture governing the Notes and the proceeds from the issuance of the Notes were released from the escrow account. The proceeds from the Notes together with funds drawn on the Senior Credit Facilities were used to finance the cash portion of the consideration for the acquisition.

The Notes yield 8.25% to maturity and pay interest semi-annually on February 1 and August 1 to holders of record on the immediately preceding January 15 and July 15, respectively. The Notes are guaranteed on a senior unsecured basis by existing and future subsidiaries of Grifols, S.A. that guarantee the Senior Credit Facilities, other than foreign subsidiaries of Grifols Inc. As of the date of this prospectus, the Notes are guaranteed by Grifols Biologicals Inc., Biomat USA, Inc., Grifols Therapeutics Inc., Talecris Plasma Resources, Inc., Instituto Grifols, S.A., Diagnostic Grifols, S.A., Movaco, S.A., Laboratorios Grifols, S.A., Grifols Italia, S.p.A. and Grifols Deutschland GmbH.

Grifols Inc. may redeem the Notes in whole or in part, at any time on and after February 1, 2014, 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, if redeemed during the twelve-month period beginning on February 1 of the years indicated below:

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

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Grifols Inc. may redeem up to 35% of the outstanding Notes with money raised in one or more equity offerings by Grifols, S.A. at any time (which may be more than once) prior to February 1, 2014, as long as at least 65% of the aggregate principal amount of Notes issued remains outstanding immediately following any such offerings.

Grifols Inc. may redeem some or all of the Notes at any time prior to February 1, 2014 at a price equal to 100% of the principal plus a premium as defined under the indenture (computed using a discount rate equal to the U.S. Treasury rate as of such redemption date plus 0.50%), plus accrued and unpaid interest and additional interest, if any.

Grifols Inc. is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

If we experience a change of control, Grifols Inc. must give holders of the Notes the opportunity to sell Grifols Inc. their Notes at 101% of their face amount, plus accrued and unpaid interest.

Grifols, S.A. and its restricted subsidiaries may incur additional indebtedness if our Fixed Charge Coverage Ratio for our most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis.

The indenture governing the Notes contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, Grifols, S.A.’s ability and its restricted subsidiaries’ ability to: (i) pay dividends or make certain other restricted payments or investments; (ii) incur additional indebtedness or provide guarantees of indebtedness and issue disqualified stock; (iii) create liens on assets; (iv) merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; (v) enter into certain transactions with affiliates; (vi) create restrictions on dividends or other payments by our restricted subsidiaries; and (vii) create guarantees of indebtedness by restricted subsidiaries. The indenture also contains certain customary events of default.

Other bank debt

We are party to a number of other short- and long-term credit facilities. These facilities are with various lenders and consist of long-term and short-term indebtedness of both us and our subsidiaries. At December 31, 2010 we had €220.8 million outstanding under long-term credit facilities which have maturity dates that range from 2012 to 2020, and €173.1 million outstanding under short-term credit facilities. Most of our short-term credit facilities were repaid on June 2, 2011 in connection with the acquisition and related refinancing. At June 30, 2011, we had €18.4 million outstanding under long-term credit facilities, which have maturity dates that range from 2012 to 2020, and €74.7 million outstanding under short-term credit facilities. The short-term credit facilities have maturity dates occurring in the next 12 months. We have €189.5 million of aggregate availability under short-term credit facilities. The majority of the facilities provide that the lenders may terminate such facilities at will or change the terms unilaterally.

Grifols Old Notes

On September 21, 2009, Grifols Inc. completed a private placement of $200.0 million aggregate principal amount of notes maturing in 12 years, $245.0 million, £25.0 million and €10 million aggregate principal amount of notes maturing in 10 years and $100.0 million aggregate principal amount of notes maturing in seven years (together, the “Grifols Old Notes”). The Grifols Old Notes were the general unsecured obligations of Grifols Inc. and were guaranteed fully and unconditionally on a joint and several basis by Grifols, S.A., Laboratorios Grifols, S.A., Instituto Grifols, S.A., Diagnostic Grifols, S.A., Biomat, S.A., Movaco, S.A., Biomat USA, Inc. and Grifols Biologicals Inc.

The interest rate for the Grifols Old Notes was based on a spread over the applicable U.S. Treasury Note Yield at the time of issue corresponding to the average life of the Grifols Old Notes. The spread on the 12-year notes was 370 basis points over the United States Treasury Note Yield, the spread on the 10-year notes was 350 basis points over the United States Treasury Note Yield and the spread on the 7-year notes was 335 basis points over the United States Treasury Note Yield.

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The note purchase agreement entered into in connection with the Grifols Old Notes contained financial maintenance covenants and customary affirmative and negative covenants, including among other things, restrictions on indebtedness, investments, sales of assets, mergers and consolidations, prepayments of subordinated indebtedness, liens, and dividends and distributions, as well as customary events of default.

In connection with the acquisition of Talecris and related refinancing and in accordance with the terms of the Senior Credit Facilities, on June 1, 2011, we redeemed 100% of the aggregate principal amount of the Grifols Old Notes. We paid a make-whole premium in connection with the redemption of the Grifols Old Notes in the amount of €112 million, which has been capitalized as a deferred expense.

Contractual Obligations

The following table presents our principal existing contractual obligations as of December 31, 2010 requiring future payments. This table does not give effect to the acquisition of Talecris consummated on June 1, 2011.

	Payments Due by Period
											After
	Total		2011		2012		2013		2014		2014
Operating leases(1)		52,628		13,769		10,897		8,427		7,201		12,334
Financial debt obligations(2)		857,021		191,635		85,171		51,582		17,936		510,697
Interest — financial debt obligations(3)		300,669		34,895		36,300		34,497		33,603		161,374
Licenses and royalties(4)		7,188		3,289		3,215		684		0		0
Total		1,217,506		243,588		135,583		95,190		58,740		684,405

(1)	Operating leases include primarily leases for our plasma collection centers and marketing offices worldwide. These amounts reflect only our contractual obligations as of December 31, 2010, and therefore assume that these operating leases will not be renewed or replaced with new operating leases upon expiration. Investors are cautioned that our operating lease expenses will likely be substantially higher than the amounts provided in this table because our operations will require us to either renew or replace our operating leases.
(2)	Includes principal amortization for short and long-term debt including, among other things, capitalized lease obligations. The financial debt primarily relates to €857 million outstanding as of December 31, 2010 including $600.0 million of the Grifols Old Notes, a €165.7 million syndicated loan facility that bore interest at an annual rate of EURIBOR plus 0.80% for Euro-denominated debt and LIBOR plus 0.80% for United States Dollar-denominated debt. The remaining financial debt was made up largely of working capital facilities that bore interest at market rate.
(3)	Computed using interest rates in effect as of December 31, 2010
(4)	License and royalty payment formulas are generally based on volume of sales. The amounts presented in the table are calculated based on the net sales of 2011 without assuming any growth in sales. Additionally, the columns “After 2014” and “Total” only include one year of payments under the license agreement with Marca Grifols, S.L. which expires in January 2092. See “Certain Relationships and Related Party Transactions.”

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Financial Derivatives

During the fiscal year ended December 31, 2009, we entered into two unquoted futures contracts, the notional underlying of which consists of our shares, with a solvent financial institution. The contracts are settled by differences between the market value of the notional underlying and the exercise price. On May 30, 2011, we sold 500,000 futures and realized a gain of €1 million. In June 2011, we extended the remaining future contracts until December 2011.

To cover the interest rate risk related to the Grifols Old Notes issued in 2009, we entered into a swap to hedge the interest rate of the 10-year United States government bonds, with a nominal amount of $200.0 million maturing on September 21, 2009, swapping a variable interest rate for a fixed one. At the date of redemption, the valuation resulted in a financial cost of €3.275 million, which was recognized in equity, net of

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the tax effect, under “Cash Flow Hedges” and deferred over the term of the ten-year corporate bond. As consequence of redemption of the Grifols Old Notes in connection with the acquisition, the cash flow hedge has been expensed.

Pursuant to the terms of the Senior Credit Facilities, we are required to enter into hedging transactions with respect to at least 50% of our borrowings thereunder. In June 2011, we entered into two derivatives transactions in order to comply with this mandatory hedging obligation: (i) a step-up interest rate swap and (ii) a swap floor, which have a notional value of $1.55 billion each. The interest rate swap complies with the criteria required for hedge accounting. The swap floor value at June 30, 2011 is included in non-current financial assets. The last maturity date of the swap floor is 2016.

As the floor included in Tranche A and Tranche B Senior Term Loans is in the money, embedded derivatives exist in those contracts, which have been fair valued and separated from the loans.

Additional information regarding our derivative instruments is set forth in Note 12(c) of our interim unaudited consolidated financial statements for six months ended June 30, 2011, included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Borrowings at variable interest rates expose us to interest rate risk. A significant portion of our interest bearing debt at December 31, 2010 and June 30, 2011 bore interest at a floating rate, at a spread over LIBOR for our U.S. Dollar-denominated debt and at a spread over EURIBOR for our Euro-denominated debt. At December 31, 2010, we had a total interest bearing debt of €837.8 million, of which €399 million bore a floating rate of interest. At June 30, 2011, we had a total of $3.6 billion and €458.4 million of long-term interest-bearing debt outstanding (not including approximately $50 million, €36.7 million and the $200 million equivalent in multicurrencies available for additional borrowing under the Revolving Credit Facility), of which $2.5 billion and €458.4 million bore a floating rate of interest. As a result, increases in the applicable floating interest rates would increase our interest expense and reduce our net cash flow.

We estimate that a 100 basis point variation in interest rates at December 31, 2010 would have increased/decreased equity and consolidated profit after income tax by €3,794 thousand. This analysis assumes that all other variables are held constant, especially that exchange rates remain constant.

Pursuant to mandatory hedging requirements under the Senior Credit Facilities, 62% of our U.S. Dollar-denominated debt under the Senior Term Loans is hedged at a fixed rate. However, our Euro-denominated debt is not hedged. For a further discussion of our hedging transactions see the section above entitled “— Financial Derivatives.”

Foreign Exchange Risk

We operate internationally and are exposed to currency risk when operating in foreign currencies. Our functional currency is the Euro and the majority of our net sales as of the six months ended June 30, 2011 were denominated in U.S. Dollars. Accordingly, our principal foreign currency exposure relates to the U.S. Dollar. A devaluation of the U.S. Dollar against the Euro would result in (i) a decrease in net sales in Euro terms for sales denominated in U.S. Dollars, and (ii) a decrease in costs in Euro terms for costs denominated in U.S. dollars. A devaluation of the Euro against the U.S. Dollar would have the opposite effect.

We estimate that a 10% increase in the value of the U.S. Dollar against the Euro at December 31, 2010, would have increased our equity by €34,973 thousand (€35,795 thousand at December 31, 2009) and would have decreased profit by €3,066 thousand (€1,626 thousand at December 31, 2009). This analysis assumes that all other variables are held constant, especially that interest rates remain constant. A 10% weakening of the U.S. Dollar against the Euro at December 31, 2010 would have had the opposite effect, all other variables held constant.

We are also exposed to risk based on the payment of U.S. dollar-denominated indebtedness. At the year ended December 31, 2010 $549 million of our indebtedness was denominated in U.S. Dollars. At June 30, 2011, $2.55 billion under the Senior Term Loans, $50 million of undrawn availability under the Revolving

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Credit Facilities (not including an additional $200 million equivalent in multicurrencies of undrawn availability under the Revolving Credit Facilities which can be drawn in either Euros or U.S. Dollars) and $1.1 billion aggregate principal amount of 8.25% senior notes due 2018 were denominated in U.S. Dollars. A devaluation of the U.S. Dollar against the Euro would result in a decrease in Euro terms in the amount of debt owed and the related interest expense for our U.S. Dollar-denominated, interest-bearing debt. A devaluation of the Euro against the U.S. Dollar would have the opposite effect.

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BUSINESS

History of Grifols

We were founded in 1940 in Barcelona, Spain by Dr. José Antonio Grifols i Roig, a specialist and pioneer in blood transfusions and clinical analysis and the grandfather of our current chairman. We have been making and selling plasma derivative products for more than 70 years. Over the last 25 years, we have grown from a predominantly domestic Spanish company into a global company by expanding both organically and through acquisitions throughout Europe, the United States, Latin America and Asia.

We are a vertically integrated global producer of plasma derivatives, with 147 FDA licensed plasma collection centers located across the United States, including over 27 new collection centers acquired in the last five years. We have expanded our plasma collection network through acquisitions and opening new centers. In 2006, we acquired PlasmaCare, Inc., a group of companies with 14 plasma collection centers and also acquired an additional eight plasma collection centers from a subsidiary of Baxter Healthcare Corporation. We also acquired 67 plasma collection centers in our acquisition of Talecris.

In May 2006, we completed our initial public offering in Spain and our common stock is listed on the Barcelona, Madrid, Valencia and Bilbao stock exchanges (the “Spanish Stock Exchanges”) and quoted on the Automated Quotation System of the Spanish Stock Exchanges. In January 2008, we became part of the IBEX-35 Index, which comprises the top 35 listed Spanish companies by liquidity and market capitalization.

On June 1, 2011 we acquired all of the issued and outstanding shares of Talecris Biotherapeutics Holdings Corp., a Delaware corporation, furthering our position as a diversified, global provider of life-saving and life-enhancing plasma protein therapeutics and making us the world’s third largest producer of plasma derivative products. For a further discussion of our acquisition of Talecris, see the section below entitled “The Acquisition and Related Financing Events.”

Our Class A and Class B shares are listed on the Spanish Stock Exchanges and quoted on the Automated Quotation System of the Spanish Stock Exchanges under the symbol “GRF” and “GRF.P,” respectively. Our Class B shares were issued as part of the consideration for the acquisition of Talecris and are traded in the U.S. on the NASDAQ Global Select Market in the form of ADSs, evidenced by ADRs, under the symbol “GRFS.” Each ADS represents one-half (0.5) of one of our Class B shares. Our ADSs are currently traded in U.S. Dollars.

We were incorporated in Spain as a limited liability company on June 22, 1987. Our principal executive office is located at Avinguda de la Generalitat, 152 Parque Empresarial Can Sant Joan, 08174 Sant Cugat del Vallès, Barcelona, Spain and our telephone number is +34 93 571 0500. Our registered office is located at c/Jesús y María, 6, Barcelona, Spain.

Company Overview

We are a leading global specialty biopharmaceutical company that develops, manufactures and distributes a broad range of plasma derivative products and also specializes in providing infusion solutions, nutrition products, blood bags and diagnostic instrumentation and reagents for use in hospitals and clinics. Plasma derivatives are proteins found in human plasma, which once isolated and purified, have therapeutic value. Plasma derivative products are used to treat patients with hemophilia, immune deficiencies, infectious diseases and a range of other severe and often life threatening medical conditions. Our products and services are used by healthcare providers in more than 100 countries to diagnose and treat patients with hemophilia, immune deficiencies, infectious diseases and a range of other medical conditions.

Our plasma derivative products are manufactured at our plasma fractionation plant near Barcelona, Spain, which has a capacity of 2.1 million liters per year, and our plant in Los Angeles, California, United States, which currently has a capacity of 2.2 million liters per year. In addition, our Clayton, North Carolina site, acquired in the acquisition of Talecris, is one of the world’s largest integrated protein manufacturing sites, including fractionation, purification and aseptic filling and finishing of plasma-derived proteins and has a

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capacity of 2.6 million liters per year. The Melville, New York site, which we lease and operate as a result of the acquisition of Talecris, is an intermediate processing facility and has a capacity of 1.6 million liters per year.

We organize our business into four divisions: Bioscience, Hospital, Diagnostic and Raw Materials. Subsequent to the acquisition, Talecris’ operations have been incorporated into our existing Bioscience division.

Bioscience.  The Bioscience division includes activities relating to the manufacture of plasma derivatives for therapeutic use, including the reception, analysis, quarantine, classification, fractionation and purification of plasma, and the sale and distribution of end products. The main types of plasma products manufactured by us are IVIG, Factor VIII, A1PI and albumin. We also manufacture hyperimmune immunoglobulins, Antithrombin III, Factor IX and PTC. The Bioscience division, which accounts for a majority of our total net sales, accounted for €773.4 million, or 78.1%, and €521.5 million, or 82.1%, and of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

Hospital.  The Hospital division manufactures and, in certain instances installs, products that are used by and in hospitals, such as parenteral solutions and enteral and parenteral nutritional fluids, which are sold almost exclusively in Spain and Portugal, and which accounted for €89.6 million, or 9.0%, and €49.3 million, or 7.8%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011 respectively. We believe we are the leading provider of intravenous therapy in Spain, with a 34% market share.

Diagnostic.  The Diagnostic division focuses on researching, developing, manufacturing and marketing in vitro diagnostics products including analytical instruments and reagents for diagnostics, as well as blood bank products. We concentrate our Diagnostic business in three areas: immunohematology, hemostasis and immunology. The Diagnostic division’s main customers are blood donation centers, clinical analysis laboratories and hospital immunohematology services. The division also manufactures and distributes blood collection bags and other disposables. The Diagnostic division accounted for €109.1 million, or 11.0% and €56.8 million, or 8.9%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

Raw Materials.  The Raw Materials division includes the sale of intermediate pastes and plasma to third parties, which accounted for €4.8 million, or 0.5%, and €1.7 million, or 0.3%, of our total net sales for the year ended December 31, 2010 and the six months ended June 30, 2011, respectively. Sales of the Raw Materials division are used to optimize inventory levels with the aim of striking a better balance between plasma collections and fractionation needs.

Competitive Strengths

We believe we have a number of competitive strengths, including:

Global Player with an Established Presence in the Two Largest Plasma Derivatives Markets

We are the third largest producer of plasma products with operations in more than 100 countries with a direct presence in 24 countries. We have an established presence in North America and Europe, which are the two largest plasma derivatives sales regions in the world, accounting for approximately $8.6 billion or 73% of the $11.8 billion in total worldwide sales in 2008. North America and the European Union accounted for 81.8% of our total revenues in the Bioscience division in the six months ended June 30, 2011. Our acquisition of Talecris has allowed us to further expand our presence in the United States. We also have a presence in fast growing sales regions including Asia (Malaysia, China and Thailand), Japan, Canada, Australia and Latin America (Mexico, Colombia, Argentina, Chile and Brazil). In addition, we operate nine manufacturing facilities located in the United States, Spain, Mexico, Switzerland and Australia.

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Vertically Integrated Business Model with a Secure Supply of United States Source Plasma

We are a vertically integrated global producer of plasma derivatives. Our activities include sourcing raw material, manufacturing various plasma derivative products and sales and distribution of the final products to healthcare providers.

We have expanded our plasma collection network through a combination of organic growth and acquisitions and the opening of new plasma collection centers. Our acquisitions of SeraCare (now renamed Biomat USA) in 2002, PlasmaCare, Inc. in 2006, eight plasma collection centers from a subsidiary of Baxter Healthcare Corporation in 2006, four plasma collection centers from Bio-Medics, Inc. in 2007, and one plasma collection center from Amerihealth Plasma LLC in 2008 have given us reliable access to United States source plasma. In 2010, we collected 2.6 million liters of plasma from our plasma centers. Our acquisition of Talecris in June 2011 expanded our network by an additional 67 centers. Following the acquisition, we have 147 plasma collection centers in the United States, which in the six months ended June 30, 2011, collected 2.8 million liters of plasma combined.

By decreasing our reliance on third parties for plasma and having a secure supply of United States source plasma, a critical operational requirement in our business, we are able to better ensure the availability of plasma for our manufacturing needs, assure the quality of the plasma throughout the manufacturing process, better control plasma costs and improve our margins.

State-of-the-Art, FDA-Approved Manufacturing Facilities in Spain and the United States

We have state-of-the-art plasma derivatives manufacturing facilities that are highly efficient and safe. All of our fractionation facilities, other than the Melville facility, have European Medicine Agency (“EMEA”) certification. Our plasma fractionation plant located in Parets del Vallès, near Barcelona, Spain, is licensed by the FDA for the production of albumin and IVIG. The Parets del Vallès facility has a unique design that separates the maintenance area from the clean areas required for the fractionation and purification procedures. This design, which we developed in-house, minimizes the risk of contamination and reduces maintenance costs.

In July 2003, we acquired Alpha Therapeutic Corporation’s plasma fractionation business, which included a plasma fractionation plant in Los Angeles, California, certain inventories, patents, FDA approved licenses for plasma derivative products in the United States and product licenses and marketing and distribution structures in Europe and Asia. This acquisition helped us increase our fractionation capacity and expand our presence in the United States market. We have made significant capital investments in the plant, including the construction of purification and aseptic filling areas for coagulation factors and albumin, which were completed in 2006 and 2009, and an increase of the fractionation capacity by 0.7 million liters to 2.2 million liters, which was approved by the FDA during 2009.

As a result of the acquisition of Talecris we obtained an additional fractionation facility in Clayton, North Carolina. The Clayton facility is one the world’s largest integrated protein manufacturing sites, including fractionation, purification and aseptic filling and finishing of plasma-derived proteins with a fractionation capacity of approximately 2.6 million liters of plasma per year. Over the last 15 years, the facility in Clayton has benefited from roughly $699 million of capital investment, including compliance enhancements, general site infrastructure upgrades, capacity expansions and new facilities, such as its chromatographic purification facilities and its high-capacity sterile filling facility.

In connection with the acquisition and pursuant to the Consent Agreement (as defined below), Talecris’ Melville, New York facility was sold to Kedrion S.p.A. We now lease and operate the Melville facility to produce intermediate pastes which are further purified into final products at the Clayton facility. See “Business — The Acquisition and Related Financing Events.” The Melville facility has a fractionation capacity of approximately 1.6 million liters of plasma per year, which, when combined with the added capacity from the Clayton facility, has increased our fractionation capacity by approximately 98%.

Our current production processes for IVIG and Factor VIII have been approved by the FDA as has the use of the intermediate pastes created as raw material at the Barcelona and Los Angeles plants, giving us

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increased production efficiency and flexibility. On July 21, 2011, we obtained FDA approval for the utilization of the intermediate product Fraction II+III made at our Los Angeles’ plant to be further purified at the Clayton facility to obtain Gamunex, a product we acquired in the acquisition of Talecris. We are pursuing additional opportunities to use intermediates produced at our Grifols plants in the previously Talecris-owned facilities as well as intermediates from the previously Talecris-owned facilities in our Grifols facilities.

Strong Reputation for Safety and Reliable Service

We have never experienced a recall of any of our finished biological products, although certain of our other products have been subject to non-material recalls. Prior to the acquisition, Talecris had four recalls of its finished biological products. Our philosophy is that the health of the plasma donor and the patient recipients of our drugs is the paramount consideration. We believe that our safety philosophy is consistent with our business objective of generating profit. We also believe that we have a strong reputation for safety, making our products particularly attractive to customers. Our vertically integrated business model allows us to assure the safety and quality of our plasma derivative products through the implementation of our own safety standards throughout each stage of production.

We adopted and maintain rigorous safety standards that exceed those required by health authorities in Europe and the United States and actively invest in the continued improvement of our manufacturing facilities and plasma fractionation process. In 2006, we developed a new sterile filling and purification area for our Los Angeles, California plant, and developed a nanofiltration area for our Parets del Vallès plant. Additionally, we developed the nanofiltration method of viral elimination of our IVIG and Antithrombin III products.

We require our management to adhere to a formal code of ethical conduct. By signing the formal code of ethical conduct, our managers commit to making our products the safest and most effective on the market. The code imposes the obligation on each manager to report any ethical concerns directly to our Board of Directors. Our high safety standards and reliability have helped us establish and maintain successful long-term relationships with key customers and physicians worldwide. We believe the strength of our reputation positions us favorably as we continue to expand our business.

We maintain standards consistent with other industry participants with regard to infectious disease screening and quarantine of units. For example, source plasma inventory is held for not less than 60 days. Some of our additional safety policies include look-back procedures for seroconversion and ongoing testing of donations for a 12-month period after a negative donation. We have also introduced innovative methods such as the PediGri system. This system allows the physician to track the origin of the fractionated product prescribed to patients back to the source donor, providing full traceability of plasmatic raw material throughout the plasma supply-chain.

High-Quality, Industry-Leading Plasma Derivative and Diagnostic Products

Our plasma derivative product portfolio includes a broad range of reliable, high-quality products that improve patient care. Our Factor VIII/von Willebrand Factor product is used both for the treatment of hemophilia and von Willebrand disease. We believe that the von Willebrand market segment will grow at a higher rate than the overall Factor VIII market. In addition, we offer our albumin product with a reduced aluminum content, meeting European requirements and making our albumin product more attractive to biotechnology companies and genetic labs, as well as hospitals and physicians.

Our acquisition of Talecris expanded our portfolio of IVIG and A1PI products. Gamunex IVIG, which was launched in North America in 2003 as a premium ready-to-use liquid IVIG product, is one of the leading products in the IVIG segment with a 24% share of United States sales in 2010 according to MRB. We believe Gamunex IVIG is considered to be the industry benchmark due to a comprehensive set of differentiated product characteristics that have positioned it as the premium product in its category since its launch. We manufacture the only IVIG products approved for CIDP in the United States and Canada and, through mutual recognition procedures, in 16 European countries. The CIDP indication approval makes certain of the IVIG products that we manufacture the only IVIG products approved for use in a neurological indication in North America. According to an independent survey by Harris Interactive, CIDP is the largest IVIG segment in the United States, representing 29% of total unit volume. This same survey estimated that the FDA’s approval of

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IVIG for CIDP may double Gamunex’s licensed market access to 61% of total United States IVIG unit volume. Further, the FDA granted Gamunex IVIG orphan drug status, which provides marketing exclusivity for the CIDP indication in the United States through September 2015. In addition, following the acquisition of Talecris we are the world’s largest producer of A1PI, which is used for the treatment of A1PI deficiency-related emphysema. In 2010, Prolastin A1PI had a 64% share of sales in the United States. In 2008, it had an 87% share of sales in Europe, where it is licensed in 15 countries, and it only competes with another licensed A1PI product in France. Prolastin-C is also the only licensed A1PI product in Canada.

We have focused our product offerings in the diagnostic market in three distinct submarkets, immunohematology, hemostasis and immunology. Our Diagnostic division has developed state-of-the-art automated analyzers for each of these submarkets. In the immunohematology field, our Wadiana and Erytra analyzers are fully automated instruments with high processing capacities for pre-transfusion compatibility tests using the gel agglutination technique. In the hemostasis field, our Q Coagulometer is an automated instrument used for coagulation tests. In the immunology field, our Triturus analyzers completely automate enzyme immunoassays for hospital laboratories.

Over 70-Year History of Successful Innovation

We have a strong track record as an innovator in the industry, focusing on three areas: (i) discovering and developing new products, (ii) researching new applications for existing products and (iii) improving our manufacturing processes to increase yields, safety and efficiency. For example, we developed a unique fractionation design that reduces the risk of contamination, reduces maintenance costs and increases the amount of product extracted per liter of plasma. We have also developed the first centrifugation unit for the automated cleaning of blood cells, known as the Coombs test. In addition, we were one of the first fractionators to conduct double viral inactivation processes for Factor VIII and have designed and implemented a new process for the sterile filling of vials that reduces exposure to potential contaminants as compared to other existing processes. We have recently developed a nanofiltration method of viral inactivation for our IVIG and Antithrombin III products. We believe that adoption of novel policies and methodologies have raised industry standards and made us a leader in safety and product quality.

Talecris was the developer of the first ready-to-use 10% liquid IVIG product in North America and the first A1PI product in the world. Talecris applied new developments in protein purification, including caprylate and chromatography technologies, to produce and sell a third-generation IVIG product. Talecris’ next generation A1PI product, Prolastin-C A1PI, was approved by the FDA and Health Canada. In March 2010, Talecris launched Prolastin-C A1PI in the United States and in the third quarter of 2010 in Canada. Talecris completed the conversion of its existing U.S. and Canadian Prolastin A1PI patients to Prolastin-C A1PI during 2010. Presently, additional clinical trials are being required by European authorities as a precursor to Prolastin-C A1PI approval in Europe. In October 2010, the FDA approved Gamunex-C for the subcutaneous route of administration for the treatment of primary immunodeficiency. Additionally, Talecris received approval for and we are proceeding with a proof of concept trial for plasma-derived Plasmin to treat ischemic stroke in six countries outside of the United States.

Experienced and Committed Management Team

We have an experienced and committed management team. The President and Chief Executive Officer, Victor Grifols Roura, is the grandson of our founder and has held his current office for over 26 years. The President of our Global Industrial Division, Juan Ignacio Twose Roura, has been associated with Grifols and our predecessor for more than 37 years. The President of our Global Commercial Division, Ramón Riera, has been associated with Grifols and our predecessor for more than 33 years. Our Chief Financial Officer, Alfredo Arroyo, has been associated with Grifols for five years. The President of U.S. Operations and Chief Executive Officer of Grifols Inc., Gregory Gene Rich, has been in the industry for nearly 31 years.

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Our Business Strategy

Our objective is to consolidate and expand our leadership position in the plasma derivative product industry by employing the following strategies:

Expand Our Presence Internationally, Including in Emerging Markets

Geographical diversification is a cornerstone of our strategy. We currently operate in more than 100 countries with a direct presence in 24 countries.

Certain sales regions are expected to experience significant growth driven by enhanced socioeconomic conditions and more informed patients who are demanding better quality medical care, as well as increasing government healthcare spending on plasma derivative products in some of these markets. In Latin America and the Asia-Pacific region, we are expanding our presence by establishing and strengthening relationships with distributors as well as obtaining additional product licenses. Our presence and experience in Latin America, in countries such as Mexico, Colombia, Argentina, Chile and Brazil, where we have been marketing and selling products for over 20 years, has positioned us to benefit from this potential growth in both the Bioscience and Diagnostic divisions. In addition, our acquisition of product licenses and marketing and distribution structures in Asia has helped accelerate the development of our presence in that region. In the Asia-Pacific region, we have established a presence through our subsidiaries and representative offices in Malaysia, China, Thailand, Singapore and Japan. Additionally, we have a license to market the latest generation IVIG in Australia, which gives us the opportunity to reach a country that has one of the highest levels of IVIG consumption per capita.

Additionally, in March 2009, in a €25 million transaction, we acquired 49% of the profit-sharing rights and 99% of the voting rights in Woolloomooloo Holdings Pty Ltd., the holding company of an Australian-Swiss group that distributes diagnostic products in Australia and Switzerland and has a manufacturing facility in Switzerland, demonstrating our continued focus on international expansion and acquisitions that generate synergies. In August 2011, we acquired the remaining outstanding capital stock and now hold 100% of the stock and voting rights of the company.

Continue Investment in Research and Development, Innovation and New Facilities

Research and development is a significant aspect of our business. We have recently increased investments in research and development, in particular to develop the possible use of albumin in treating Alzheimer’s disease, as well as other projects relating to future biotechnological developments. Recent product developments include Niuliva, an anti-hepatitis B intravenous immunoglobin, launched in Italy, Spain and Latin America at the start of 2010, and Flebogamma DIF, the latest generation intravenous immunoglobulin, with licenses for marketing in the United States and Europe, with additional licenses expected in Latin America and Asia. We spent more than €36.6 million in 2010 on research and development, a 3.7% increase in comparison to 2009. As of June 30, 2011, we had approximately 706 scientists and support staff dedicated to research and development.

We are currently implementing a €690 million investment plan over 2011 to 2015 of which we have approximately €300 million still outstanding under the plan. As part of the plan, we are constructing new fractionation facilities in Clayton, North Carolina and Parets del Vallès, Barcelona. Construction of and the receipt of the necessary approvals for the new Clayton facility is expected to be completed in 2015. We expect this new facility to increase our fractionation capacity by six million liters. Construction of and the receipt of the necessary approvals for the new Parets del Vallès facility is expected to be completed in 2014 and will increase our fractionation capacity by an additional one million liters. We also began construction on a new plant in Murcia, Spain in 2009 that will enable us to increase the production capacity of non-pvc parenteral solutions by 15 million units per year. The facility is expected to be operational in 2012.

We are also focused on expanding our existing facilities. In 2010, we completed the construction of a new IVIG plant in Los Angeles, United States, which we believe will be operational within the next year. In 2009, we completed construction of a new raw materials warehouse and new research and development and control laboratories at our industrial complex in Parets del Vallès, Barcelona and new corporate offices in Sant

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Cugat, Barcelona. In 2010, we completed construction on a new production plant in Barcelona for “fibrin glue”, a new product combining human plasma proteins, fibrinogen and thrombin which, when combined, act as a biological glue. Also in 2010, we completed construction on a new plasma analysis laboratory in the United States in San Marcos, Texas. This new laboratory near our existing facilities will enable us to cope with the increasing volumes of plasma that we must analyze.

Expand Our Product Offerings

Our research and development team, whose work is primarily concentrated on the Bioscience division, will continue to seek to develop new plasma derivative products as well as new applications for our existing plasma derivative products. We also seek to leverage our plasma derivative product portfolio by offering diagnostic and hospital products developed by our research and development team or by premier healthcare companies with which we maintain distribution agreements. We believe that by increasing the number of products we offer, we can generate higher revenues, diversify our product base and facilitate our entry into new markets. In addition, we also believe that a one-stop shopping approach offering a broader range of complementary, high-quality products is particularly attractive to our existing and potential customers.

We are pursuing new plasma products, including two versions of Plasmin. We recently completed a Phase I clinical trial for the use of one version of Plasmin for the treatment of peripheral arterial occlusive disease (“aPAO”). In addition we are applying a commercial process to another version of Plasmin in order to produce a recombinant form of Plasmin to treat ischemic stroke. Additionally, we are evaluating whether to continue Talecris’ research into recombinant versions of Factor VIII and A1PI through the use of human cell lines. If successful, the development of these therapies could significantly improve our revenue and profitability.

The integration of Talecris gave us (i) a broad range of key products addressing a variety of therapeutic areas such as neurology, immunology, pulmonology and hematology, among others and (ii) enhanced our research and development pipeline with complementary products and new recombinant projects that we are evaluating, all of which we expect will further expand our broad product offerings.

The Acquisition and Related Financing Events

On June 1, 2011, pursuant to the Merger Agreement, we completed our acquisition of Talecris, for a total of $3.7 billion. The acquisition was effected through (i) the merger of Talecris with and into Merger Sub, and (ii) the immediately subsequent merger of Grifols Inc., a Delaware corporation and wholly owned subsidiary of Grifols, S.A., with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Grifols, S.A. Merger Sub was subsequently renamed Grifols Inc.

Each share of Talecris common stock, par value $0.01 per share, was converted into the right to receive $19 in cash and ADSs representing 0.6485 (or 0.641 for Talecris directors and Talecris Holdings, LLC) of a non-voting (Class B) share of Grifols, S.A. and cash in lieu of fractional Class B shares and any cash representing dividends or other distributions payable in accordance with the Merger Agreement. ADSs representing the Class B shares are listed on the NASDAQ Global Select Market under the symbol “GRFS.”

On April 29, 2011, Grifols, S.A. and Talecris entered into the Consent Agreement with the staff of the Bureau of Competition of the FTC which provided for certain conditions to the closing of the acquisition. The FTC accepted the Consent Agreement for public comment on May 31, 2011. The Consent Agreement required us to divest certain assets to Kedrion S.p.A., a corporation organized under the laws of Italy (“Kedrion”). Specifically, we agreed to sell Kedrion (i) Talecris’ fractionation facility located in Melville, New York; (ii) two plasma collection centers located in Mobile, Alabama, and Winston Salem, North Carolina; (iii) an agreed quantity of plasma; and (iv) the exclusive right to sell, in the United States, the Factor VIII product previously sold under Talecris’ brand name Koate. The Consent Agreement permits us to lease the Melville facility back from Kedrion for up to four years. In addition, the Consent Agreement required us to enter into various agreements with Kedrion to implement the Consent Agreement (collectively, the “Divestiture Agreements”), including (i) a contract manufacturing agreement under which for seven years we will manufacture at least 300,000 plasma liter equivalents of (x) Koate, (y) private label IVIG and (z) private label albumin, for sale by

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Kedrion in the United States; and (ii) a five-year option for Kedrion to purchase a non-exclusive license to Koate-related intellectual property for use in the United States. The Consent Agreement also required the appointment of an independent monitor to oversee our compliance and requires us to submit periodic reports to the FTC setting forth in detail the manner and form in which we intend to comply, are complying, and have complied with the Consent Agreement. As required by the Consent Agreement we satisfied all necessary conditions within ten days of the completion of the acquisition. Our next compliance report to the FTC is due in 2012.

In order to finance the cash portion of the acquisition consideration and repay certain indebtedness, on November 23, 2010, we entered into a credit and guaranty agreement, which provided for the Senior Term Loans aggregating $2.5 billion and €440 million, and the Revolving Credit Facilities in the amounts of $50 million, €36.7 million and the $200 million equivalent in multicurrencies (together with the Senior Term Loans, the “Senior Credit Facilities”), from a syndicate of lenders led by 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. On June 1, 2011, upon completion of the acquisition, we closed the Senior Credit Facilities and the lenders funded their commitments thereunder. As of June 30, 2011, no amounts have been drawn on the Revolving Credit Facilities. For a summary of the material terms of the Senior Credit Facilities, see the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness — Senior Credit Facilities.”

In addition, on January 21, 2011, Escrow Corp., an escrow company formed solely for the purpose of issuing the existing notes, completed a private offering of the existing notes to Deutsche Bank Securities Inc., Nomura International plc, BBVA Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Morgan Stanley & Co. Incorporated, Scotia Capital (USA) Inc., as the initial purchasers. The proceeds of the offering of the existing notes were held in an escrow account pending completion of the acquisition and the satisfaction of other conditions. On June 1, 2011, upon consummation of the acquisition, Escrow Corp. was merged with and into the Issuer, and the Issuer assumed all of Escrow Corp.’s obligations under the existing notes and the indenture. The proceeds of the offering of the existing notes were disbursed from the escrow account and used to pay a portion of the acquisition purchase price. In addition, upon consummation of the acquisition, the Issuer, the Parent Guarantor and the initial Subsidiary Guarantors executed joinders to a registration rights agreement that had been entered into by Escrow Corp. and the initial purchasers of the existing notes on January 21, 2011. Pursuant to the registration rights agreement, the Issuer, the Parent Guarantor and the initial Subsidiary Guarantors agreed, for the benefit of the holders of the existing notes, at our cost, to file the registration statement of which this prospectus forms a part and to complete an exchange offer for the existing notes. For a summary of the material terms of the notes, see the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness — 8.25% Senior Notes due 2018.”

Pursuant to the terms of the Senior Credit Facilities and in connection with the consummation of the acquisition we refinanced substantially all of our and Talecris’ existing debt. On June 1, 2011, we redeemed all of the Grifols Old Notes and repaid existing bank loans amounting to €297 million. We paid a €112 million make-whole premium payment in connection with the redemption of the Grifols Old Notes. On June 13, 2011, we redeemed 10% of the $600 million aggregate principal amount of Talecris Old Notes. At June 30, 2011, our cash and cash equivalents included €428 million held in a restricted cash account in connection with the redemption of the remaining Talecris Old Notes, which were subsequently redeemed on July 1, 2011. As of the date hereof, there are no Talecris Old Notes outstanding. We paid a €78 million make-whole premium payment in connection with the redemption of the Talecris Old Notes.

Our Divisional Structure

The Bioscience Division

The Bioscience division is responsible for the research and development, production and marketing of plasma derivative products. In the six months ended June 30, 2011, the Bioscience division accounted for over 82.1% of our revenue.

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Operational Structure.  The following chart illustrates our operational structure:

From plasma/blood donation to therapeutic application, there are four major steps in the industry value chain process: (i) plasma collection, (ii) transport and logistics, (iii) manufacturing process (known as “fractioning”) and (iv) marketing and distribution. We are present at all levels of the value chain, from collection centers to distribution of the final products. This integration enables us to leverage our position at each stage to control the overall process, to benefit from lower prices and to introduce complementary products to our customers, such as those offered through the Hospital division and the Diagnostic division.

Plasma Collection.  Plasma is the key raw material used in the production of plasma-derived products. We obtain our plasma mainly from the United States through our 147 plasma collection centers and, to a much lesser extent, through agreements with third parties, although 100% of our commercial products are created using source plasma. We gathered approximately 2.6 million liters of plasma in 2010, prior to the acquisition of the 67 centers from Talecris, and an estimated 2.8 million liters of plasma were gathered from both Grifols’ and Talecris’ plasma collection centers combined in the six months ended June 30, 2011. As we source approximately 90% of our plasma internally, we have been able to ensure the availability of plasma for our manufacturing needs, to assure the quality of the plasma throughout our manufacturing process, to have better control over our plasma costs and to improve our margins.

We estimate that our plasma requirements for 2012 and going forward will be covered with the following:

•  Plasma collected through our 147 plasma collection centers in the United States; and

•  approximately 800,000 liters of plasma per year to be purchased from third-party suppliers for the next three years pursuant to multiple plasma purchase agreements assumed from Talecris in connection with the acquisition.

At the plasma collection stage, we focus on the well-being of the donor. For this reason, we have implemented mechanisms to ensure that the donor meets the guidelines set forth by applicable regulations regarding, among other things, health, age and frequency of donations. Once the plasma donation is completed, we shift our focus towards the well-being of the ultimate user of our plasma-derived products. As required by applicable United States and European regulations, we test every single donation for pathogens such as HIV, hepatitis A, B and C, parvovirus B19 and syphilis. If we discover a unit of plasma that is contaminated, we notify the donor and remove all plasma previously donated by such donor from our inventory.

Transport and Logistics.  Once the plasma has been collected it is frozen at the collection center and sent to fractionation centers. One essential aspect of this process is the safety procedures put in place to guarantee the quality and safety of the donated plasma. To ensure the preservation of the proteins found in

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plasma, plasma must be kept at a temperature of -20 degrees Celsius. In accordance with European and United States requirements, we store our plasma at a temperature of -30 degrees Celsius. During transportation, plasma is kept at a temperature of at least -20 degrees Celsius. Our frozen plasma is transported by one of two transport companies which are the same used industry wide.

Although the law only requires a two-month hold, plasma we collect from our donors is held in inventory in Spain for three months because viruses may not be detectable until they reach a certain minimum mass. Therefore, if plasma collected from a donor is found to be contaminated, we can remove all plasma previously donated by the same donor during the previous three-month period from our inventory. We maintain a library of samples of every single donation of plasma we have collected worldwide since 1987. We have begun to add the donations received at the Talecris-owned plasma centers to our library. This gives us a valuable database for traceability purposes.

Manufacturing (“Fractionation and Purification”).  Once the plasma has been obtained, it may be used immediately for blood transfusions. It may also be frozen (as fresh frozen plasma) and then manufactured into plasma derivatives by separating the plasma into component proteins through a process called fractionation. The fractionation process consists of the separation of specific proteins through temperature and pH changes, as well as the use of filtration and centrifugation techniques. This process also includes a phase of administration of various viral inactivation procedures. The fractionation occurs in tanks at near freezing temperatures to maintain the integrity of the proteins. All known plasma derivative products can be fractionated from the same batch of plasma. As a result, the development of a new or higher yielding plasma derivative product would likely generate incremental sales without increasing the requirement for additional plasma.

We currently operate manufacturing facilities located in the United States, Spain, Mexico, Switzerland and Australia. The American and Spanish facilities have plasma fractionation and purification capabilities.

The Parets del Vallès plant in Barcelona, Spain is a state-of-the-art manufacturing and fractionation facility with a high degree of efficiency and safety. In addition to licenses from the European Union and other authorities for the production of various plasma derivative products, the plant is licensed by the FDA for the production of albumin and IVIG. We believe we are one of the few European plasma derivatives plants to be licensed by the FDA. The plant has a fractionation capacity of 2.1 million liters per year.

We acquired our fractionation facility in Los Angeles, California from Alpha Therapeutic Corporation (“Alpha”) in July 2003. This plant currently has a fractionation capacity of approximately 2.2 million liters per year, following an increase in capacity of 700,000 liters per year, which began in 2010. We have significantly improved the manufacturing standards at the Los Angeles plant since its acquisition, including adding a state-of-the-art sterile filling and purification area for the plant. Also, we have instituted a no rework policy and implemented a process for the videotaping and laser identification of every product, as well as the traceability of products through our PediGri program. This same program is also used in our Barcelona facilities and is being instituted in our Clayton facility. The Los Angeles plant is subject to regulation by the FDA and is currently operating under a consent decree from the FDA and the United States Department of Justice dating to the time the plant was owned and operated by Alpha. See the section entitled “— Legal Proceedings — Alpha Consent Decree.”

The manufacturing site in Clayton, North Carolina that we acquired from Talecris is one of the world’s largest fully integrated facilities for plasma-derived therapies. The site includes plasma receiving, fractionation, purification, filling/freeze-drying and packaging capabilities as well as freezer storage, testing laboratories and a cGMP (current good manufacturing practice) pilot plant for clinical supply manufacture. The Clayton plant has a fractionation capacity of approximately 2.6 million liters per year.

The manufacturing site in Melville, New York, which we lease from Kedrion as a result of the Divestiture Agreements, provides us with additional manufacturing capacity. We operate the Melville facility to produce intermediate pastes which are further purified into final products at the Clayton facility. The Melville plant has a fractionation capacity of approximately 1.6 million liters per year.

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The Spanish and American manufacturing facilities currently have an aggregate fractionation capacity of 8.5 million liters of plasma. In 2010, Grifols and Talecris combined fractionated an aggregate of approximately 7.0 million liters of plasma.

We are constructing new fractionation facilities in Clayton, North Carolina and Parets del Vallès, Barcelona. Construction of and the receipt of the necessary approvals for the new Clayton facility is expected to be completed in 2015. We expect this new facility to increase our fractionation capacity by six million liters. Construction of and the receipt of the necessary approvals for the new Parets del Vallès facility is expected to be completed in 2014 and will increase our fractionation capacity by an additional one million liters.

We are also undertaking to expand our existing facilities. We recently completed construction of a new production plant for “fibrin glue”, a biological sealant, as well as new corporate offices in our industrial complex in Parets del Vallès. The new production plant will enable us to expand the Albumin and Factor VIII purification areas, two of our main plasma products. We have applied for a license and expect to have the plant online within the year. We also recently completed construction on a new analysis laboratory in the U.S. in San Marcos, Texas. The new laboratory will enable us to cope with increasing volumes of plasma to be analyzed and its proximity to our existing facility will enable us to get it operating and staffed with experienced staff quickly. Additionally, we have finished the construction of a new plant in Los Angeles for the production of Flebogamma DIF and we have begun the validation process with the appropriate regulatory authorities.

Currently, the Parets del Vallès and Los Angeles plants are equipped and licensed to produce certain plasma derivative products for both the United States and European markets. For example, we produce our Flebogamma IVIG product for all of our markets in Parets del Vallès. In addition, the FDA and the European Union authorities have authorized the use of cryopaste fractionated at our Parets del Vallès plant for the production of Factor VIII at our Los Angeles plant, and the use of intermediate pastes II and III fractionated at our Los Angeles plant for the production of Flebogamma IVIG at our Parets del Vallès plant. This flexibility allows us to increase production efficiency and to address changes in demand between the United States and the European markets. Subsequent to the closing of the first half of 2011, we obtained FDA approval for the utilization of the intermediate product Fraction II+III made at the Los Angeles’ plant to be further purified at our Clayton plant to obtain Gamunex, a product we acquired in the acquisition of Talecris.

Safety.  We have never experienced a recall of any of our finished biological products, although certain of our other products have been subject to non-material recalls. Before its acquisition by us, Talecris had experienced four recalls of its finished biological products. Our philosophy is that the health of the plasma donor and the patient are the paramount considerations. We strongly believe that our safety philosophy is consistent with the business objective of generating profit. We also believe that we have a strong reputation for safety in our markets, thus making our products particularly attractive to customers. Our vertically integrated business model allows us to assure the safety and quality of our plasma derivative products through the implementation of our safety standards throughout the value chain.

The plasma collection, fractionation and purification process is long, complex and highly regulated. We have adopted and maintain rigorous safety standards that we believe exceed those required by health authorities in Europe and the United States and we actively invest in the continued improvement of our manufacturing facilities and plasma fractionation process.

Fractionation plants must be cleaned and sterilized frequently. Our fractionation plant at Parets del Vallès was designed in a way that reduces the clean area required for the fractionation tanks and separates them from the room-temperature work area. This allows us to perform all maintenance work from outside the room-temperature area, thereby decreasing the risk of contamination. We believe that none of our competitors have similar designs.

We voluntarily shut down all of our manufacturing facilities for an aggregate of 45 days every year to perform maintenance work, expansion projects and other capital investments. Our manufacturing facilities have never been shut down because of regulatory noncompliance while under our operation. We believe that our voluntary shutdown procedure lowers the risk of any mandatory shutdown.

After the plasma derivatives are processed, we inspect each bottle for irregularities such as imperfect seals, bottle cracks, volume mismeasurements and the presence of foreign objects.

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We have also developed and installed in our Parets del Vallès plant our own proprietary process of sterile filling of bottles designed to reduce the risk of contamination. Under the sterile filling process of other fractionators, bottles and stoppers are sterilized independently, leaving the inside of the bottles exposed to potential contaminants in the environment for several minutes. Our process sterilizes both the bottle and stopper. The bottle is reopened in a small sterile room for only two seconds in order to insert the product and then resealed, greatly reducing exposure to the environment and reducing the risk of contamination. We are not aware of any competitor having a similar process.

Since January 1999, we have videotaped the filling process to enable us to identify the cause of, and rectify more easily, any related problem. Our policy is to maintain each videotape for six years. We also imprint an identification number on each of our bottles with a laser for easier identification in the event of a recall and to reduce the risk of tampering. This allows us to protect the integrity of our manufacturing process.

Distribution Process.  With each batch of plasma derivatives, we deliver electronic information regarding the origin, characteristics and controls of each of the units of plasma that we used in the preparation of the batch to our customers. This feature, called PediGri, allows for full traceability of the human plasma raw material in the event of a problem with a specific product. This is of utmost importance for containing the transmission of diseases in the event of a potential product recall. We have had this system in place since 1996, and we believe we are the only fractionator that provides this feature to customers.

We have our own sales and distribution networks covering substantially all of our markets, staffed with highly trained personnel. A majority of our net sales in 2010 were made through our own distribution network, which is experienced in the proper handling of our products. This network provides for greater safety because it allows us to know at all times where our products are located, thus enabling us to act immediately in the case of a potential product recall. In countries where we do not have our own distribution network, we have carefully selected distributors who follow all of our safety standards. Additionally, outside of the United States we are working on changing some of Talecris’ products from their existing distribution channels into our own, reducing their distribution costs. We expect to have them fully transferred by 2017.

In addition, we have an agreement with Catalent Pharma Solutions pursuant to which they provide packaging, labeling and testing services for us in connection with the distribution of our products in Europe. The agreement expires in 2013, though we have the option to extend it twice, each time for a period of two years. We may terminate the agreement upon 12 months notice, and Catalent may terminate the agreement upon 24 months notice, beginning in 2011. Either party may terminate the agreement upon the bankruptcy of the other party or if there is a material breach which is not cured within 30 business days.

Bioscience Products and Services.  Collected plasma, whether source or recovered, is fractionated into different component proteins. We fractionate and purify a broad range of plasma derivative products, however, IVIG, A1PI, Factor VIII and albumin, our principal products, accounted for 41%, 13%, 12% and 4.4% of the Bioscience division net sales for the six months ended June 30, 2011. Our principal plasma derivative products and their respective applications are:

Product Description	Main Applications
Flebogamma IVIG. Human intravenous immunoglobulin, liquid, pasteurized and solvent detergent inactivation. Flebogamma DIF IVIG. Human intravenous immunoglobulin, liquid, pasteurized, solvent detergent inactivation and nanofiltration. Gamunex IVIG. Human intravenous immunoglobulin, liquid	IVIG assists in the treatment of primary and secondary immunological deficiencies, the treatment of immune-mediated idiopathic thrombocytopenic purpura (“ITP”), Guillain Barré syndrome, Kawasaki disease, allogeneic bone marrow transplants, CPI, and on an off-label application basis, multiple sclerosis, skin disease, asthma and CIDP, a neurological indication. IVIG is also currently being investigated for use in the treatment of Alzheimer’s disease and other neurological conditions.
Gamunex-C. Human immunoglobulin, liquid, injection

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Product Description	Main Applications
Our IVIG products have a 5% and 10% concentration.
Prolastin/Prolastin-C A1PI. Human proteinase inhibitor	Used to treat congenital A1PI deficiency-related emphysema.
Trypsone A1PI. Human proteinase inhibitor
Fanhdi Factor VIII and Alphanate Factor VIII. High purity anti-hemophilic Factor VIII containing von Willebrand factor.	Used for the prevention and control of bleeding in Factor VIII deficiency (hemophilia A), and indication in the United States for von Willebrand congenital hemorrhagic disease.
Koate DVI. Anti-hemophilic Factor VIII
Grifols Albumin. Pasteurized sterile aqueous solutions containing 25%, 20% or 5% human serum albumin. This albumin has a low aluminum content, a requirement in Europe but not in the United States, that makes it particularly attractive for biotechnology companies. We also offer Albutein Albumin, a product containing 25%, 20% or 5% human serum that we obtained in our acquisition of Alpha and Talecris’ Plasbumin a product containing 25%, 20% or 5% human serum	Used to re-establish and maintain circulation volume in the treatment of traumatic or hemorrhagic shock and severe burns. Also used for liver disease and increasingly by biotechnology companies as a stabilizer.

In addition to the products described above, we also produce hyperimmune immunoglobulins, which are used for the treatment of tetanus, hepatitis A and B, and RH complications during birth; Anbin, Thrombate and Antithrombin III, which are used in the treatment of thrombotic diseases; Alphanine/Novix Factor IX, which is used in the prevention and control of bleeding in patients with hemophilia B; Niuliva, Anti-hepatitis B IVIG used in liver transplantations.

To sell plasma derivative products, we must first register the products with the competent authorities of the jurisdiction of the market where the product is to be marketed and sold.

To comply with the regulatory requirements in a given jurisdiction, we have a core team in Spain and the United States that prepares, files and coordinates the registration process with the technical personnel at the subsidiary assigned to that jurisdiction. We have approximately 624 hemoderivative product licenses registered in over 90 countries. Our most significant government issued licenses for plasma derivative products are:

•  Flebogamma/Gamunex IVIG.  We have 93 licenses for marketing and sale of one or both of these IVIG products: 32 in the European Union, 4 in the United States, 26 in Latin America, 12 in Asia and 19 in the rest of the world;

•  Fanhdi/Alphanate/Koate Factor VIII.  We have 97 licenses for the marketing and sale of one or more of these Factor VIII products: 22 in the European Union, 31 in Latin America, 2 in the United States, 22 in Asia and 20 in the rest of the world;

•  Albumin Grifols/Albutein/Plasbumin Albumin.  We have 195 licenses for the marketing and sale of one or more of these albumin products in its various concentrations: 37 in the European Union, 13 in the United States and Canada, 52 in Latin America, 67 in Asia and 26 in the rest of the world; and

•  Prolastin/Trypsone A1PI.  We have 23 licenses for the marketing and sale of one or both of these A1PI products: 16 in the European Union, 5 in Latin America, and 2 in the United States.

We market and sell our bioscience products through our own sales and distribution network in the United States, the European Union and most of Latin America and Asia. We believe that having knowledgeable sales representation and our own distribution network staffed with highly trained personnel is critical to a successful marketing and sales effort. See the sections entitled “— Marketing and Sales” and “— Distribution.”

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In addition to the sale of the products described above, we have entered into a series of arrangements with some Spanish transfusion organizations to fractionate recovered plasma from such organizations and manufacture plasma derivatives under our own brand name for use by hospitals. We charge the transfusion centers for the fractionation and manufacturing service. We have similar, albeit smaller, arrangements with Czech and Slovak organizations. We also provide virus photo-inactivation of transfusion plasma to hospitals and clinics in Spain. The plasma is inactivated at our manufacturing facilities and then sent back to the clinic or hospital at which it was collected, where it is used for transfusions.

Under the Talecris contracts with Canadian Blood Services and Hema Quebec, the Canadian blood system operators, we fractionate 100% of the Canadian plasma initially and a majority of the Canadian plasma throughout the contract period and supply a majority of the Canadian requirements for IVIG during the contract term as well. We transport plasma from Canadian Blood Services and Hema Quebec collection centers to our manufacturing facility in Clayton, North Carolina for manufacture, and return the finished product, along with commercial product, for sale to Canadian Blood Services and Hema Quebec. For additional detail, see the subsection below entitled “— Customers.”

The Hospital Division

The Hospital division manufactures primarily intravenous solutions and nutrition products for sale in Spain and Portugal. In addition to the above-mentioned solutions, we manufacture accessories such as feeding tubes for nutrition, bags for the preparation of liquid diets, and Nutribag, a parenteral nutritional bag made of ethyl vinyl acetate. In recent years, we have developed a business called Grifols Partnership, by which we manufacture customized IV solutions for third parties based on the specific requirements of each customer. Our Hospital division accounted for 9.0% and 7.8% of our net sales in the year ended December 31, 2010 and in the six months ended June 30, 2011, respectively. We believe we are the leader in the Spanish intravenous therapy segment.

We also offer medical devices such as disposable sterile therapeutic medical products for urology, radiology, hemodynamics and anesthesia, as well as urodynamics and lithotripsy and radiological diagnosis instruments. All of these products are manufactured by third parties and complement our portfolio of hospital products.

Finally, we offer products manufactured by third parties related to the logistical organization of the pharmacies and general warehouses of hospitals, including furniture, transport carts, bottling instruments and software programs for hospital management, admissions and accounting. We have an exclusive license through June 2013 for Spain, Portugal, Italy, Latin America and portions of Africa, to distribute logistics products manufactured by the Cardinal Health Group under the trademark “Pyxis.”

We manufacture parenteral solutions in glass bottles at our manufacturing plant in Parets del Vallès, which has an estimated capacity of 45 million bottles per year. We manufacture parenteral solutions in flexible plastic containers at our Las Torres de Cotillas manufacturing facility in Murcia, Spain, which has an estimated capacity of 27 million flexible plastic containers per year. Construction work began on a new plant at the Las Torres de Cotillas facility, which will increase the production capacity of parenteral solutions in flexible plastic containers by 15 million units per year. As of December 31, 2010, we had spent approximately €7.4 million and we expect to spend an additional €11.0 million on this facility in 2011 and 2012.

The principal raw materials for our intravenous therapy products are plastic and glass bottles, which we purchase from various European suppliers. None of our hospital products suppliers accounted for more than 8% of our total hospital products supply purchases in each of the year ended December 31, 2010 and the six months ended June 30, 2011.

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The following table describes our principal hospital products and their respective applications:

Product Description	Main Applications
Intravenous therapy:
Intravenous fluid and electrolyte solutions. Main product groups include hypotonic solutions, isotonic solutions, hypertonic solutions and plasma volume expander solutions.	Fluid and electrolyte replacement and conduit for the administration of medicines.
Intravenous washing solutions. Washing solutions in specially designed containers.	Cleaning of injury and operation areas and urological irrigation.
Intravenous mixtures. Ready-to-use intravenous mixtures of potassium, antibiotics, gastroprotective agents, levofloxacine and paracetamol for various purposes. We complement this product by offering Grifill, a system for the preparation of intravenous mixtures at in-hospital pharmacies using the principle of sterile filtration. We obtained a product license for Grifill in December 2003 from the FDA, which allows us to market and sell this product in the United States.	Increases safety and efficiency by rendering unnecessary the mixing of solutions at in-hospital pharmacies.
Nutrition:
Soyacal fat emulsion. Fat emulsion at 10% and 20%, administered intravenously.	The fat emulsion is the main energy source for the patient in parenteral nutrition, providing calories and acid fats.
Glucose solution. High glucose concentrate (5%, 15%, 30% and 50%).	Offers carbohydrate support for a patient’s diet that is administered intravenously.
Dietgrif enteral liquid diets. Oral diets with all the requirements for balanced nutrition. Different diets include standard, standard fiber, polypeptidic, hyperproteic and energetic.	For patients who are unable to eat enough to maintain a nutritious diet, administered through feeding tubes as well as orally.
Amino acid solutions. Solutions at 8% and 10% and hyper-nitrogenated amino acid solutions.	Offers amino acid support for a patient’s diet.
Medical devices. Disposable sterile therapeutic medical products and radiological diagnosis instruments.	The products are used in uruology, radiology, cardiology, neurology hemodynamics, anesthesia, urodynamics and lithotripsy.
Hospital logistics. Products, some manufactured by third-parties, like furniture, transport carts, bottling instruments and software programs, including our own Pyxis system.	Used in the logistical organization of the pharmacy and general warehouse of hospitals as well as in hospital management, admissions and accounting.

The production, marketing and sale of our parenteral solutions are subject to the prior registration of such products with the competent authorities of the jurisdiction where the product is to be marketed and sold. We have approximately 77 licenses for our hospital products registered in eight European Union countries and eight countries in Latin America. Our sales representatives sell primarily to pharmacy, nutrition and gastroenterology units in hospitals and other units in hospitals that use our medical devices, using our own distribution network. We also sell a product called the Misterium, a mini sterile modular room, a “cleanroom,” which we uniquely design for each order and then install where the customer requests.

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Our marketing strategy focuses mainly on further penetration of the United States market with our Grifill product for the preparation of intravenous mixtures and of the Spanish and Latin American markets through the sale of the Pyxis logistics products.

In addition, we have initiated an international and the geographical diversification strategy for the division through third-party agreements, including a five-year agreement with CareFusion, a global leader in medical technology, to distribute the BlisPack system throughout several countries of Europe, Middle East, Africa and Asia. BlisPack is a system designed by us to automate the cutting of prescription pill blister packs, and identification of specific drugs for individual patients to be used by hospitals.

The Diagnostic Division

Our Diagnostic division focuses on researching, developing, manufacturing and marketing of in vitro diagnostics products including analytical instruments and reagents for diagnostics, as well as blood bank products. We believe we are the leader in Spain in the automated immunology market and are second in the blood bank and immunohematology markets. The Diagnostic division accounted for 11.0% and 8.9% of our net sales in the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

We assemble our machines individually at our Parets del Vallès facility. We manufacture our blood bags at our Las Torres de Cotillas facility which has an estimated capacity of eight million blood bags per year. See the section entitled “— Property, Plant and Equipment.”

Our principal diagnostic products are:

Product Description	Main Applications
Immunohematology:
Wadiana/Erytra analyzers. Automated immunohematology analyzers which use gel technology.	Used to perform routine pre-transfusion testing and immunohematology tests in general.
Immunology:
Triturus analyzers. Fully automated analyzer with open system for any ELISA test offering multi-test/multi-batch capability.	Allows hospitals to automate the enzyme immunoassays in microtiter plate format and to process several batches of samples simultaneously.
Reagents, instrumentation and software. Instruments, reagents and software for coagulation testing.	Used to establish the coagulation status of patients and to handle the corresponding results.
Hemostasis:
Q-Coagulometer analyzers. Fully automated hemostasis analyzer which uses reagents to measure coagulation levels.	Used to diagnose and measure coagulation status of patients with coagulation-related and hemorrhagic disorders.
Blood banks:
Leucored and Standard Blood bags. Blood bags configured according to all blood bank separation protocols. Leucored blood bags incorporate an in-line filtration system.	Used for collection and transfusion of blood.

In addition to our own products, we offer our customers products from outside sourcing to complement our existing product lines such as immunology products from Meridian Diagnostics, Inc., IMMCO Diagnostics, Inc., AESKU Diagnostics GmbH and DIESSE Diagnostica Senese S.p.A., and hemostasis products from Alere Inc.

The production, marketing and sale of our diagnostic products are subject to the prior registration of such products with the competent authorities of the jurisdictions where the product is to be marketed and sold. In

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particular, we obtained an FDA license to sell the Wadiana analyzer in the United States in May 2003. We have approximately 746 diagnostic product licenses registered in a total of 45 countries in Europe, the United States, Latin America and Asia.

Our marketing strategy for the diagnostic division focuses mainly on continuing the penetration of our Wadiana/Erytra analyzers and related gel cards in the principal world markets directly or through marketing partners. In particular, we are building a diagnostics sales team focused on the United States market.

Geographic Markets

The following chart presents our total revenues by geographic market:

	Six Months
	Ended
	June 30,		Years Ended December 31,
	2011		2010		2009		2008
	(In thousands of Euros)
European Union		246,144		432,191		424,591		404,099
United States and Canada		267,124		339,018		296,659		290,666
Rest of the World		122,073		219,521		191,936		119,546
Total		635,341		990,730		913,186		814,311

Research and Development

Research and development is a significant aspect of our business and is mostly concentrated in the Bioscience division. We also collaborate from time to time with governmental authorities in our research and development projects and receive grants and/or interest-free preferential loans from Spanish governmental authorities and not-for-profit organizations for use on such projects. As a result of our past and ongoing investment in research and development, we believe that we are positioned to continue as a leader in the plasma-derived therapies industry. Innovation by research and development operations is critical to our future growth and ability to remain competitive in our industry. We have a strong commitment to science and technology with a track record of accomplishments and pipeline opportunities. In 2010, we spent more than €36.6 million (3.7% of net revenues) in research and development. In the six months ended June 30, 2011, Grifols and Talecris combined spent more than €25.7 million (4.0% of net revenues) in research and development and had approximately 706 scientists and support staff dedicated to research and development.

Our principal research and development objectives are developing new products, researching new applications for existing products and improving our manufacturing processes to improve yields, safety and efficiency. The following are our Bioscience division initiatives:

•  Developing new products.  We constantly obtain, purify and inactivate proteins whose therapeutic purpose is known, such as its use as a fibrin sealant. Fibrin sealant is a combination of two plasma proteins (fibrogen and thrombin) that is being developed as an adjunct to surgical hemostasis. When locally applied, both proteins mix and coagulate producing a biological adhesive that mimics natural fibrin blood clot. We are currently carrying out clinical trials for this protein in vascular, organ and soft-tissue surgery and we estimate launch of this product in 2014. A Phase I safety study regarding the safety and efficacy of Plasmin for the treatment of aPAO was completed. A Phase II study is currently ongoing. We are also preparing a new catheter design for improved administration of Plasmin. We are thereby using the experience of our Hospital and Diagnostic divisions to deliver potential synergies. Among the additional products under development, the most relevant are: a topical Thrombin to help stop bleeding during surgery; Prothrombin Complex with potential indications on reversal of warfarin overdose in anticoagulated patients or treatment of Factor VIII inhibitors in hemophilia A; Intravenous fibrinogen, with indication in congenital and acquired deficiency and, potentially, in massive bleedings; and a human derived supplement for cell culture for use in research and, potentially, for cGMP applications related to, for example: biotechnology (recombinant protein production), stem cell based regenerative medicine or gene therapy;

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•  Researching new applications for existing products.  We have been conducting clinical trials for the use of Fanhdi and Alphanate, anti-hemophilic products that consist of the Factor VIII protein and use the von Willebrand coagulation factor, on patients who have a von Willebrand factor deficiency. We have launched this product in Italy and in the United States and we expect to seek its license in other countries. We have undertaken several studies to explore alternative uses for albumin. We began a line of research focused on the systematic practice of therapeutic plasmapheresis with albumin in the treatment of Alzheimer’s disease in 2005 with the participation of the ACE Foundation (Catalan Institute of Applied Neuroscience) and Hospital Vall d’Hebron in Barcelona, Hospital Gregorio Marañón in Madrid, Howard University in Washington, D.C., and the Mid Atlantic Geriatric Association in New Jersey. The positive interim results obtained from the first studies were published in 2009 and led to the design of a further medical study combining plasmapheresis and intravenous immunoglobulins that began in 2011. In addition to the Alzheimer’s research, we signed a collaboration agreement with the Fundacio Clinic per a la Recerca Biomedica (the Clinic Foundation for Biomedical Research) to finance two additional lines of albumin research. The first is an ongoing multicenter trial that uses albumin on patients with liver cirrhosis and ascites to prevent the complications inherent to this illness. The second trial includes conducting plasma replacements in patients with acute-on-chronic liver failure and it is expected that the first patient will be treated during 2010. We are also conducting a pilot randomized clinical trial with Anbinex (antithrombin) in cardiac surgery with cardiopulmonary bypass, as well as a study of the efficacy and safety of Anbinex treatment in patients suffering from severe burns. We plan to include Talecris’ Thrombate to these programs.

We also have other ongoing clinical trials to expand the range of indications for existing products, including two in idiopathic thrombocytopenic purpura with Flebogamma 10% DIF, one in children with primary immunodeficiency with Flebogamma 5% DIF and one with Niuliva (hepatitis B intravenous immunoglobulin) in liver transplantation. There are other clinical trials to extend our current licenses to other countries in antithrombin III congenital deficiency, emphysema due to congenital deficiency of Alpha-1 Antitrypsin and hemophilia A and B.

At a much more basic and earlier (non-clinical) research phase, we are active with several of our proteins in relevant fields such as Oncology, Chronic Obstructive Pulmonary Disease, Regenerative Medicine, Coagulation and some specific potential applications such as prolongation of the half-life of coagulation factors or treatment of drug overdoses.

•  Improving our manufacturing processes to improve yields, safety and efficiency.  Among the projects related to improving yields, safety and efficiency, we are developing a nanofiltered Factor VIII/VWF concentrate that will increase the already excellent safety margin of our current products while simplifying process steps, which will improve efficiency without significantly impacting yields. Research is being done also in liquid formulations for Alpha-1 Antitrypsin, which would represent an advantage for the user and reduce production costs associated with freeze-drying the product. Alternative packaging materials are being developed for albumin and IVIG, which would represent an advantage to the user because of ease of use. Also in development is a nanofiltered albumin preparation that would improve the already well established safety profile of albumin and might be of interest for certain end users, like vaccine manufacturers.

Research is also ongoing to improve plasma management and monitoring worldwide. We completed the plasma bottle sampling system for use in all of our blood donor centers in the United States. Additionally, there are ongoing trials with radio frequency identification in the Los Angeles warehouse and the collection centers. During the year, pilot tests have been carried out to study the possible thermodynamic effect of radio frequency identification on plasma temperature.

The research and development team in the Hospital division primarily focuses on developing complementary products and on improving the safety and efficiency of existing ones. In the fluid therapy market, work continues on the study of stabilities of various ready-to-use mixtures in polypropylene packaging, in order to increase the range of mixtures available for hospital use. In 2009, we also began developing physiological

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saline and 5% glucose electrolyte solutions packaged in polypropylene bags. These bags are partially filled at different volumes for the purposes of adding medication.

Research and development in the Diagnostic division primarily focuses on the development of reagents and equipment for pretransfusional testing and hemostasis diagnosis. The following are the principal research and development projects that we are currently undertaking in the Diagnostic division:

•  the continued development of technology associated with the classification of blood types through the use of gel technology;

•  a research project to enable us to work with frozen blood bags to improve the availability and quality of the reagent red cells manufactured therefrom is ongoing, as diluted red cells are an important reagent in the screening process of antibodies and antibody identification. It is estimated the project will be completed by the end of 2011;

•  a new stand-alone digital reader will be launched during the last quarter of 2011 in order to automate the reading and interpretation process of the gel cards we manufacture and sell;

•  a new auto analyzer to perform ELISA techniques in microplates. This analyzer is set to replace the current Triturus, of which over one thousand units have been sold and placed worldwide. This new instrument will increase the output and sample and reagents capacity in comparison to the Triturus, adding some new features such as continuous loading and unloading of samples and an innovative simplified fluidic system;

•  a new Hemostasis Analyzer, complementary to the Q-Coagulometer, that will be able to serve medium to large laboratories. It will have about three times the capacity and output of the Q-Coagulometer;

•  a newly formulated thromboplastin reagent is close to completion. Additionally, a new liquid Thrombin reagent of human origin is in the final stage of development. We are also working on a new activated cephaline reagent based on synthetic phospholipids; and

•  an instrument called Stat, which will be able to read the results shown by the multicards (rapid blood typing test), is being developed by our Swiss subsidiary acquired in 2009.

While our current protein products are derived from human plasma, we expect that recombinant technologies will be a major source of new protein therapies commercialized in the future. We have initiated recombinant protein development programs for Plasmin, Factor VIII and A1PI. Recombinant or recPlasmin is a patentable form of Plasmin that retains key properties of Plasmin that make it a candidate for development as a therapy for ischemic stroke. We have filed composition of matter patents covering recPlasmin. We are conducting pre-clinical development of recombinant Factor VIII and A1PI utilizing advanced protein-production technology licensed from Crucell N.V.

Marketing and Sales

General

We currently sell Bioscience, Hospital and Diagnostic products to hospitals and clinics, GPOs, governments and other distributors in over 100 countries.

In the United States, group purchasing organizations, which are referred to as GPOs, are entities that act as purchasing intermediaries for their members, which are primarily hospitals, nursing homes and other healthcare providers. GPOs negotiate the price and volume of supplies, equipment and pharmaceutical products, including plasma derivatives, used by their members. Hospitals report that GPOs save them 10% to 15% on their purchases. The GPOs’ large market position and their substantial purchasing volume provide them with significant negotiating power, resulting in price pressures for manufacturers like us. Approximately 54% and 45% of our sales in the United States were made through GPOs in the year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

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We market our products to the GPOs’ members and their clients through focused sales presentations. Although price and volume are negotiated by the GPO, the actual sales are made to the GPO’s authorized distributor(s) at the contract price, and the distributor then sells the products to the GPO’s members. For safety and post-sale service reasons, the distributor is required to provide us with the specifics of the ultimate delivery to the client.

The sales, marketing and distribution process is different in Europe, where the bulk of sales are generally made directly to hospitals, with private fractionation companies meeting most of European demand. We have developed long-standing relationships with major hospitals in most of our European markets, and we believe that hospitals are loyal customers that recognize the high quality and safety of our products, our reliability as a supplier and the strong product expertise and service provided by our sales representatives. Due to the nature of our customer base and the prevalence of repeat sales in the industry, we market our products through focused sales presentations rather than by advertising campaigns. In addition, we provide plasma fractionation and viral inactivation services to Spanish, Czech and Slovak hospitals and clinics.

Sales to Eastern Europe, the Middle East and Japan are made mostly by third parties outside of our sales network. Our sales in Latin America are made mainly by our sales network.

Sales Representatives

We require our sales representatives to be able to highlight the technical differences between our products and those of our competitors. This requires a high degree of training as the salesperson has to be able to interact and discuss the differences with doctors, pharmacists and other medical staff. Sales representatives call on departmental heads, purchasing agents, senior hospital directors and managers. We compensate our sales representatives by means of a fixed salary and a bonus component based on sales. We divide our sales efforts along the lines of our main product categories. Our sales personnel are primarily located in Europe and the United States, but we also have sales personnel in Latin America and Asia.

As of June 30, 2011, we had approximately 372 sales personnel in the Bioscience division, approximately 104 sales personnel in the Hospital division, approximately 110 sales personnel in the Diagnostic division and approximately 50 sales support personnel. Additionally, we have approximately 121 post-sale service personnel that install diagnostic equipment, train users and provide post-sale assistance to customers.

Customers

No single customer accounted for more than 4% of our total revenue in both the year ended December 31, 2010 and the six months ended June 30, 2011. Our top ten customers accounted for approximately 22% and 21% of our total revenue in each of the year ended December 31, 2010 and the six months ended June 30, 2011, respectively. However, we anticipate that we will experience an increase in customer concentration as our net sales in the United States grow as a percentage of our total sales.

Since the late 1980s Talecris has been the “supplier of record” for the Canadian blood system. Under existing contracts, we are the largest supplier of plasma-derived products to the Canadian blood system operators, Canadian Blood Services and Hema Quebec. We transport plasma from Canadian Blood Services and Hema Quebec collection centers to our manufacturing facility in Clayton, North Carolina for manufacture, and return the finished product, along with commercial product, for sale to Canadian Blood Services and Hema Quebec. Pricing for our products and services is set at the beginning of the contract period, subject to adjustment for inflation. The U.S. dollar based contracts are terminable upon default, or the occurrence of certain events, including a third party obtaining Canadian regulatory approval to introduce a significantly superior product or fractionation service, our products or services becoming obsolete, or if we make certain nonrelated improvements and Canadian Blood Services or Hema Quebec do not accept the associated price increase. Talecris awarded new five year contracts in December 2007, which became effective April 1, 2008. The contracts may be extended for two one-year terms upon agreement of the parties. Under these contracts, we fractionate 100% of the Canadian plasma initially and a majority of the Canadian plasma throughout the contract period and supply a majority of the Canadian requirements for IGIV during the contract term as well. Canadian Blood Services has elected to pursue a multi-source strategy and although we will continue to be the

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primary supplier, we anticipate annual volume declines because of their strategy. Hema Quebec currently has a sole source strategy for fractionation of their plasma but could switch to a multi-source strategy. In 2010, Talecris fractionated 71% of Canadian plasma and supplied 67% of Canadian requirements of IGIV.

Advertising

We do not conduct any widespread advertising. Instead, we participate in medical conferences and fairs and occasionally publish advertisements in medical magazines.

Distribution

We believe that having our own distribution network staffed with highly trained personnel is a critical element of a successful sales and marketing effort. Through this network, we are able to provide high-quality pre and post-sales service, which we believe enhances brand recognition and customer loyalty. Our distribution network is experienced in the proper handling of our products and allows us to know where our products are located, enabling us to act quickly in the event of a suspected problem or product recall.

Our sales, marketing and distribution network includes approximately 128 employees. Our distribution network personnel are located in Europe, Latin America, the United States and Asia and handle the distribution of our biopharmaceutical and other medical products as well as goods manufactured by other premier healthcare companies which complement our own products.

During 2010, we distributed products through our own distribution network. In some cases, particularly in the field of Diagnostics, we distribute products through marketing partners and third-party distributors. We have a direct presence in 24 countries and we have carefully selected distributors in more than 100 countries around the world. We have a responsive, effective logistics organization that is able to meet the needs of hospital centers throughout the world punctually.

Each of our commercial subsidiaries is responsible for the requirements of the local market. It is our goal that each commercial subsidiary is recognizably one of our companies by its quality of service, ethical standards and knowledge of customer’s needs. This strong local knowledge enables us to build and maintain long term relationships with customers in the hospital to earn their trust and confidence.

Patents and Trademarks

General

As of June 30, 2011, Grifols owned approximately 673 patents and patent applications, of which approximately 184 are in the process of final approval. These patents are granted a 20-year protection period. Only approximately 222 of these patents are set to expire in the next 10 years. As of June 30, 2011, we also owned approximately 1,568 trademarks, of which approximately 158 are in the process of final approval. We are in the process of including the Talecris intellectual property into our portfolio and therefore, its intellectual property is not included herein.

We maintain a department with personnel in Spain and in the United States to handle the patent and trademark approval and maintenance process and to monitor possible infringements. We are not aware of any infringements of our patents and trademarks and we do not license any of our patents to third parties.

Plasma Derivative Products

As of June 30, 2011, we owned approximately 438 patents and patent applications related to plasma derivatives. The most important of these patents include:

•  Process for the production of virus-inactivated human Gammaglobulin G. We have patents for this process in Argentina, Austria, Belgium, Chile, Czech Republic, Finland, France, Germany, Greece, Hong Kong, Hungary, Ireland, Italy, Japan, Mexico, Netherlands, Portugal, Slovakia, Spain, Sweden, Switzerland/Liechtenstein, Turkey, United Kingdom, Uruguay and the United States which are either pending registration or are set to expire between 2022 and 2024;

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•  Use of Therapeutic Human Albumin for the preparation of a drug for the treatment of patients suffering from cognitive disorders. We have patents for this process in Argentina, Australia, Brazil, Canada, Chile, China, the European Union, Hong Kong, Japan, Mexico, New Zealand, Russia, Spain, Uruguay and the United States which are either pending registration or are set to expire between 2027 and 2028; and

•  Process for removing viruses in fibrinogen solutions. We have patents for this process in Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, Czech Republic, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Japan, Mexico, Netherlands, New Zealand, Poland, Portugal, Slovakia, Spain, Sweden, Switzerland/Liechtenstein, Turkey, United Kingdom and the United States which are either pending registration or are set to expire in 2024.

Hospital and Diagnostic Products

As of June 30, 2011, we owned approximately 235 patents and patent applications related to our Hospital and Diagnostic products. The most important of these patents include:

•  Process for the sterile filling of flexible material bags (Grifill). We have patents for this apparatus in Austria, Belgium, Chile, Denmark, France, Germany, Italy, Japan, Mexico, Netherlands, Portugal, Spain, Sweden, Switzerland/Liechtenstein, United Kingdom and the United States which are set to expire between 2014 and 2022;

•  Bags with filtration system (Gribag). We have patents for this vessel in France, Germany, Italy, Japan, Portugal, Spain, Switzerland/Liechtenstein and the United Kingdom which are set to expire between 2012 and 2014;

•  Instrument for the precise low rate administration of parenteral solutions without the need for mechanical equipment (Griflow). We have patents for this process in Austria, Belgium, Brazil, France, Germany, Italy, Japan, Mexico, Portugal, Switzerland/Liechtenstein, United Kingdom and the United States which are set to expire between 2011 and 2014;

•  Wadiana machine for clinical analysis. We have patents for this apparatus in Argentina, Austria, Belgium, Brazil, Chile, France, Germany, Italy, Japan, Mexico, Netherlands, Portugal, Slovakia, Spain, Switzerland/Liechtenstein, United Kingdom and the United States which are set to expire between 2018 and 2023;

•  Triturus machine for automated laboratory tests. We have patents for this apparatus in Argentina, France, Germany, Italy, Japan, Mexico, Spain, United Kingdom and the United States which are set to expire in 2018;

•  Centrifuge machine for clinical analysis, which we have a patent for in Spain and which is set to expire in 2018;

•  Blister handling machine (Blispack). We have patents for this apparatus in Argentina, Brazil, Chile, Spain, the European Union and Mexico which are either pending registration or are set to expire in 2028;

•  Q Coagulometer. We have patents for this apparatus in Spain, the European Union, Japan and the United States which are either pending registration or are set to expire in 2025; and

•  Erytra apparatus for the automatic analysis of samples on gel cards. We have patents for this apparatus in Argentina, Australia, Brazil, Canada, Chile, China, Spain, the European Union, Hong Kong, Japan, Mexico and the United States which are either pending registration or are set to expire in 2029.

Licenses from Third Parties

We use certain technologies developed by third parties through licensing arrangements that provide for our payment of royalties to the patent holder. We currently use only one non-exclusive license for the viral inactivation of plasma for transfusions through the individual treatment of plasma units granted by the German Red Cross and covering the territories of Spain, Portugal, the Czech Republic, Argentina, Chile and Mexico.

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The method used is photo-inactivation in the presence of methylene blue and light radiation. Exclusivity rights under the related patent and, consequently, our obligation to pay royalties for this license expired in August 2011.

We license from Bayer HealthCare LLC certain intellectual property rights. Under the licensing agreement with Bayer Healthcare, we were granted a royalty-free, worldwide and perpetual license covering certain intellectual properties not acquired by us in connection with our formation transaction. As amended on August 10, 2007, the agreement permits us, subject to specified limitations, to grant a sublicense to Baxter International Inc., Baxter Healthcare Corporation, and certain of their affiliates relating to certain Japanese patent rights not acquired by us in connection with our formation transaction.

Property, Plant and Equipment

Our headquarters are located in Barcelona, Spain. As of June 30, 2011, we leased or owned facilities in 24 countries. We currently own or lease nine manufacturing facilities in seven locations, four of which have plasma fractionation capabilities. The table below shows the geographic location of each manufacturing facility, the products manufactured, the number of units manufactured and current manufacturing capacity, as well as other facilities of the company.

			2010 Actual	Current Installed
Complex	Location and Size	Products(1)	Production(2)	Annual Capacity(2)
Industrial Complex One Parets	Barcelona, Spain 58,285 square meters of which we own 45,647 square meters	Fanhdi Factor VIII Albumin Grifols Anbin - Antithrombin III Flebogamma IVIG Intramuscular Gammaglobulins Trypsone - A1PI Novix Factor IX	1,933 liters 1,888 liters 70 liters 2,585 liters 54 liters 283 liters 40 liters	2,450 liters 2,200 liters 400 liters 4,100 liters 450 liters 450 liters 60 liters
Industrial Complex Two Parets	Barcelona, Spain 35,525 square meters of which we own 19,853 square meters	Parenteral Solutions Gel Cards	21.3 million rigid bottles 12 million units	45 million rigid bottles 18 million units
Industrial Complex Three Parets	Barcelona, Spain 40,113 square meters which we rent	Plasma Storage	0.6 million liters	0.8 million liters
Industrial Complex USA	Los Angeles, California 93,078 square meters which we own	Albutein Albumin Alphanate Factor VIII Alphanine IX Profilnine	1,340 liters 1,223 liters 125 liters 51 liters	1,500 liters 2,000 liters 500 liters 100 liters
Clayton Facility	Clayton, North Carolina 69,203 square meters of which we own 60,771 square meters	Koate Factor VIII Plasbumin/Plasmanate-Fraction V Antithrombin III Gamunex-C IVIG Intramuscular Gammaglobulins Prolastin/ Prolastin-C A1PI	2,200 liters 2,376 liters 220 liters 3,381 liters 60 liters 3,012 liters	2,700 liters 2,400 liters 1,700 liters 5,200 liters 350 liters 3,503 liters

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			2010 Actual	Current Installed
Complex	Location and Size	Products(1)	Production(2)	Annual Capacity(2)
City of Industry USA	Temple, California 5,000 square meters which we rent	Plasma storage	400 liters	1,200 liters
Industrial Complex One Murcia	Murcia, Spain 10,285 square meters which we rent	Blood bags	6 million equivalent units	8 million equivalent units
Industrial Complex Two Murcia	Murcia, Spain 26,873 square meters which we own	Parenteral and intravenous solutions	21.5 million flexible containers	27 million flexible containers
Industrial Complex Switzerland	Fribourg, Switzerland 12,000 square meters which we rent	Multicards	0.2 million units	2.5 million units
Industrial Complex Australia	Melbourne, Australia 3,838 square meters which we own	Gel Cards	1 million units	7.0 million units
Plasma Testing Lab Austin, TX	Austin, TX, USA 2,235 square meters which we rent	Plasma testing	N/A	N/A
Plasma Testing Lab San Marcos, TX	San Marcos, TX, USA 7,670 square meters which we own	Plasma testing	N/A	N/A
Headquarters Sant Cugat Barcelona	Sant Cugat, Spain 32,211 square meters which we rent	Headquarters	N/A	N/A
Plasma Testing Lab Raleigh, North Carolina	Raleigh, North Carolina 7,061 square meters which we rent	Plasma testing	N/A	N/A
Melville Facility	Melville, New York 9,562 square meters which we rent	Plasma fractionation	1,286 liters	1,550 liters

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			2010 Actual	Current Installed
Complex	Location and Size	Products(1)	Production(2)	Annual Capacity(2)
Benson	Benson, North Carolina 3,642 square meters which we rent	Plasma storage	758 liters	1,200 liters

(1)	For diagnostic products, other than blood bags, there is not a meaningful installed capacity measurement as each unit is built and assembled individually.
(2)	In thousands of liters, except as indicated.

The Parets del Vallès plant has an estimated fractionation capacity of 2.1 million liters per year, while the Los Angeles plant has an estimated fractionation capacity of 2.2 million liters per year. The Clayton facility has an estimated fractionation capacity of 2.6 million liters per year. The Melville facility has an estimated fractionation capacity of 1.6 million liters per year. In 2010, we fractionated 1.9 million liters, 1.2 million liters, 2.5 million liters and 1.3 million liters of plasma at the Parets del Vallès, Los Angeles, Clayton and Melville plants, respectively. In the six months ended June 30, 2011, we fractionated 1.0 million liters, 0.6 million liters, 1.1 million liters and 0.7 million liters of plasma at the Parets del Vallès, Los Angeles, Clayton and Melville plants, respectively.

In addition to the plasma fractionation facilities, the Parets del Vallès plant also has energy generation, research and development, packaging and storage facilities for the Bioscience division and the Hospital division.

The manufacturing facilities in Parets del Vallès and Las Torres de Cotillas, Spain meet all the regulations and standards of the European health authorities. In addition, the Instituto Grifols plant in Parets del Vallès holds an establishment license granted by the FDA in 1995, as well as an ISO 9001 certification for its parenteral solutions and diagnostic manufacturing facilities. The manufacturing facilities in Los Angeles, California are subject to regulation by the FDA and are currently operating under a consent decree obtained by the FDA and the United States Department of Justice. See the section entitled “— Legal Proceedings — Alpha Consent Decree.”

We lease most of our plasma collection centers as well as our main laboratory facility located in Austin, Texas. We believe that we maintain licenses with the appropriate regulatory authorities, including the FDA, for all of these locations.

Insurance Coverage

The following describes the most significant risks that we face in our operations and our insurance coverage contracted to mitigate such risks.

General and Product Liability

We have a program of insurance policies designed to protect us and our subsidiaries from product liability claims. The program expires in May 2012. Our protection from product liability exposure includes worldwide coverage against claims brought by persons who, because of their use of our products, become infected by any product we sold. The maximum amount of coverage for product liability claims is €105 million per claim per year. However, for claims for HIV and hepatitis B or C infections, the maximum aggregate amount covered is up to €13.0 million. See the subsection below entitled “— Self-insurance.”

Our master liability program also protects us and our affiliates, except for our United States operations, from liability for environmental damages. This risk is covered up to a maximum of €13.0 million.

Biomat USA, PlasmaCare and Talecris Plasma Resources are not covered by our master liability insurance program and they maintain a separate liability insurance policy with Beazley Insurance Company.

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The policy covers the plasmapheresis business activities and expires in May 2012. The maximum amount of coverage for liability claims under the policy is $10.0 million per claim per year.

Property Damage and Business Interruption

Our property damage and business interruption master insurance policy covers us and our subsidiaries (including the United States subsidiaries) and expires in May 2012. This master policy covers damages suffered by plants and buildings, equipment, machinery, raw materials, supplies, semi-finished products and finished products. Under the terms of this master policy, the insurer will cover damages produced by fire, smoke, lightning and explosions, among others, for up to $500.0 million in the United States and up to €360.0 million for the rest of the world. It also covers material damages or losses produced by equipment or machinery breakdown, flooding and robbery or looting, among others, for up to €40.0 million, €20.0 million, and €2.0 million, respectively.

In addition, this policy covers loss of profit for a period of indemnity of 24 months with a deductible equivalent to up to 5 business days of lost profits for our Spanish and United States subsidiaries. Pursuant to the loss of profit benefit, in the event that any or all of our plants stop production due to an event not excluded under the policy, the insurer must cover fixed expenses, in addition to net profits we did not earn during the term of coverage.

Self-insurance

We are self-insuring part of the risks described above through the purchase of a portion of the relevant insurance policies by Squadron Reinsurance., Ltd., one of our wholly owned subsidiaries. We self-insure the first €10.0 million per claim per year of our product liability policy and the first €200,000 per loss for property damage and the first 10 days of lost profits. These amounts are in addition to the deductibles for each of the policies that make up our insurance coverage programs.

Employees

As of June 30, 2011, we had 11,174 employees. The table below shows the number of employees as of such date by geographic location and the function they perform.

	Number of		Marketing				R&D and				Senior
Location	Employees		and Sales		Production		Technical		Administrative		Management
Spain		2,383		255		1,466		246		374		42
Rest of European Union		275		151		28		27		53		17
Total European Union		2,658		406		1,493		273		427		59
United States		8,282		306		7,032		420		452		71
Rest of the World		234		143		23		13		43		11
Total		11,174		855		8,548		706		922		142

Our employees, other than those added in the Talecris acquisition, have an average of 6 years with Grifols.

We actively train our employees. The Grifols Academy of Plasmapheresis opened in Spain during the second quarter of 2011. It is a meeting point for advanced training on all processes related to the preparation and production of plasma-derived medicines. In addition, the “Grifols Academy” will be a dissemination center for scientific and business knowledge, fostering a continued exchange among experts and other external bodies, such as healthcare professional associations, hospitals, schools and universities, among others.

Our commitment to fostering training initiatives is consistent with the degree of specialization required by the hemoderivative industry. In 2009, we opened the “Grifols Academy of Plasmapheresis” in Phoenix (Arizona, USA), which has been attended by 905 participants and at which over 8,628 hours of training were taught in 2010.

Our Spanish employees are represented by two labor unions, the Workers’ Commissions (Comisiones Obreras) and the Workers General Union (Unión General de Trabajadores). The remainder of our employees

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are not represented by labor unions. Only the employees of our subsidiaries in Spain, Germany, Italy, France, Argentina and Brazil are covered by collective bargaining agreements. We have not experienced any significant work stoppages in the last 15 years, except for a one-day general strike in Spain in June 2002. We consider our employee relations to be good.

We subscribe to an insurance policy that covers death or permanent disability of employees caused by work accidents. All of our employees are covered under this policy. We implemented a pension plan in all our Spanish entities beginning on January 1, 2002, which excludes top management and which requires us to make matching payments to these employees.

Legal Proceedings

General

We are involved in various legal proceedings in the ordinary course of our business. In the event of adverse outcomes of these proceedings, we believe that resulting liabilities will either be covered by insurance or not have a material adverse effect on our financial condition or results of operations.

Alpha Consent Decree

The Los Angeles fractionation plant has been operating since 1998 under a consent decree agreed to by Alpha, the operator of the plant at that time, the FDA and the United States Department of Justice as a result of certain quality deficiencies. Namely, Alpha was noncompliant with FDA mandated good manufacturing practices. We acquired this plant from Alpha in 2003 with the consent decree in place. The consent decree provides for annual inspection of the plant by the FDA. On February 17, 2006, the FDA advised us that they would no longer require third party review and approval of product lots prior to their respective releases, as originally required under the consent decree.

We have worked with the FDA to reconcile any deficiencies identified by the FDA and believe that we currently maintain licenses with all appropriate regulatory authorities, including the FDA, for this location. We believe that we have significantly improved manufacturing standards at the Los Angeles plant. We have invested in the upgrade of the sterile filling areas of the plant and are planning further capital investments with a view toward the removal of the consent decree in the medium term. However, we cannot assure you that the consent decree will be removed in such period or at all, and while the consent decree remains in place we will continue to incur increased costs and expend administrative resources related to it. Although we cannot guarantee if or when the consent decree will be lifted, based on the current level of compliance, there are no commercial activities that are prohibited or limited by the consent decree.

Hemophilia Associations

Since the 1980s, it has been alleged that hemophiliacs became infected with hepatitis C and/or the HIV virus by using clotting factor concentrates derived from human plasma, like our Factor VIII products. Beginning in 1997 the Spanish Hemophilia Association (Federación Española de Hemofilia) has periodically approached us seeking contributions on behalf of Spanish hemophiliacs who had been infected during the 1980s with hepatitis C and/or the HIV virus. Neither the Spanish Hemophilia Association nor any of its members has ever commenced formal legal proceedings against us (except for three cases brought by members that were adjudicated in our favor). We have been involved in several legal proceedings (acto de conciliación) relating to such matters.

In February 2005, a claimant brought a claim against the Health Board of Castilla y Leon claiming €180,000 in damages due to the alleged contraction of hepatitis C and the health authorities requested that this claim be extended to include us. We contested this claim and the claim was rejected by the Administrative Court in February 2011. The claimant has filed another appeal before the Supreme Court which is pending resolution.

In 2007, we were notified of a claim for maximum damages of €12,690,000 filed by a group of 100 Catalan hemophiliacs against all plasma fractionation companies. During 2008, this claim was rejected. The ruling was appealed but the claim was rejected by the Appeals Court in January 2011. The claimant has filed another appeal before the Supreme court which is pending resolution.

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Plasma Centers of America, LLC and G&M Crandall Limited Family Partnership

Talecris had a three year Amended and Restated Plasma Sale/Purchase Agreement with Plasma Centers of America, LLC (“PCA”) under which Talecris was required to purchase annual minimum quantities of plasma from plasma collection centers approved by Talecris, including the prepayment of 90% for unlicensed plasma. Talecris was also committed to finance the development of up to eight plasma collection centers, which were to be used to source plasma for Talecris. Under the terms of the agreement, Talecris had a conditional obligation to purchase such centers under certain conditions for a sum determined by a formula set forth in the agreement. Talecris provided approximately $4 million (excluding accrued interest) in financing related to the development of such centers and advanced payments for unlicensed plasma. Talecris recorded a provision within SG&A during 2008 related to loans and advances provided.

In August 2008, Talecris notified PCA that they were in breach of the Amended and Restated Plasma Sale/Purchase Agreement. Talecris terminated the agreement in September 2008. In November 2008, TPR filed suit in federal court in Raleigh, North Carolina against the G&M Crandall Limited Family Partnership and its individual partners as guarantors of obligations of PCA. Talecris was served in January 2009 in a parallel state action by PCA, alleging breach of contract by TPR. The federal case has been stayed. On December 13, 2010, a jury in the state court case rendered a verdict in the amount of $37 million in favor of PCA against TPR in a breach of contract claim. Talecris is evaluating its response to this verdict, including post-trial motions and appeal. Interest on the verdict, if sustained, will accrue at 8% simple interest from the date of breach.

Foreign Corrupt Practices Act Investigation

We are continuing an internal investigation into potential violations of the FCPA at Talecris which occurred prior to the acquisition. In July 2009, Talecris voluntarily contacted the DOJ to advise them that they were conducting an internal investigation into potential violations of the FCPA. The FCPA investigation is being conducted by outside counsel under the direction of our Board of Directors. The investigation into possible improper payments to individuals and entities made after Talecris’ formation initially focused on payments made in connection with sales in certain Eastern European and Middle Eastern countries, primarily Belarus, Russia, and Iran, but we are also reviewing sales practices in Brazil, Bulgaria, China, Georgia, Libya, Poland, Turkey, Ukraine, and other countries as deemed appropriate. The DOJ has not indicated what action it may take, if any, against us or any individual, or the extent to which it may conduct its own investigation. Even though Talecris self-disclosed this matter to the DOJ and we continue to cooperate with the DOJ on this matter, it or other federal agencies may seek to impose sanctions on us that may include, among other things, debarment, injunctive relief, disgorgement, fines, penalties, appointment of a monitor, appointment of new control staff, or enhancement of existing compliance and training programs. Other countries in which we do business may initiate their own investigations and impose similar penalties. As a result of this investigation, shipments to some of these countries have been suspended while we put additional safeguards in place. In some cases, safeguards involved terminating consultants and suspending relations with or terminating distributors in countries under investigation as circumstances warranted. Talecris resumed sales in countries where they believed that they had appropriate safeguards in place and we are reallocating products to other countries as necessary. We made an initial presentation of some of the findings of the internal FCPA investigation to the DOJ in July 2011. We will continue to present our findings from the investigation to the DOJ.

Compliance with Pharmaceutical Pricing Agreement

In November 2009, Talecris received a letter from the USAO for the Eastern District of Pennsylvania. The USAO requested a meeting to review the Talecris’ compliance with the terms of the PPA under the Public Health Service program. Specifically, the USAO asked for information related to the sale of Talecris’ IGIV product, Gamunex, under that program. In order to have federal financial participation apply to their products under the Medicaid program and to obtain Medicare Part B coverage, manufacturers are required to enter into a PPA. The PPA obligates manufacturers to charge covered entities the Public Health Service price for drugs intended for outpatient use. The Public Health Service price is based on the Medicaid rebate amount. We believe that we have complied with the terms of the PPA and federal law. If the USAO determines that Talecris’ practices were inconsistent with the terms of the PPA, the USAO has stated that it may file a civil action against Talecris under

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the Anti-fraud Injunction Act and seek a court order directing Talecris to comply with the PPA or, potentially, proceed under some other legal theory. We could also be subject to fines, damages, penalties, appointment of a monitor, or enhancement of existing compliance and training programs as a result of government action. We are cooperating with the investigation and intend to respond to information requests from the USAO. We believe that Talecris complied with the terms of the PPA and federal law.

Antitrust approval of Talecris-Grifols Merger

On April 29, 2011, Grifols, S.A. and Talecris entered into a Consent Agreement with the staff of the Bureau of Competition of the FTC which provided for certain conditions to the closing of the acquisition. The FTC accepted the Consent Agreement for public comment on May 31, 2011. The Consent Agreement required us to divest certain assets to Kedrion. Specifically, we agreed to sell Kedrion (i) Talecris’ fractionation facility located in Melville, New York; (ii) two plasma collection centers located in Mobile, Alabama, and Winston Salem, North Carolina; (iii) an agreed quantity of plasma; and (iv) the exclusive right to sell, in the United States, the Factor VIII product previously sold under Talecris’ brand name Koate. The Consent Agreement permits us to lease the Melville facility back from Kedrion for up to four years. In addition, the Consent Agreement required us to enter into various Divestiture Agreements with Kedrion to implement the Consent Agreement, including (i) a contract manufacturing agreement under which for seven years we will manufacture at least 300,000 plasma liter equivalents of (x) Koate, (y) private label IVIG and (z) private label albumin, for sale by Kedrion in the United States; and (ii) a five-year option for Kedrion to purchase a non-exclusive license to Koate-related intellectual property for use in the United States. The Consent Agreement also required the appointment of an independent monitor to oversee our compliance and requires us to submit periodic reports to the FTC setting forth in detail the manner and form in which we intend to comply, are complying, and have complied with the Consent Agreement. As required by the Consent Agreement we satisfied all necessary conditions within ten days of the completion of the acquisition. Our next compliance report to the FTC is due in 2012.

Shareholder Litigation Regarding the Talecris-Grifols Merger

Four purported class action lawsuits were filed by Talecris stockholders challenging the acquisition. Two of the lawsuits were filed in the Court of Chancery of the State of Delaware and have been consolidated under the caption In re Talecris Biotherapeutics Holdings Shareholder Litigation, Consol. C.A. No. 5614-VCL. The other two lawsuits were filed in the Superior Court of the State of North Carolina and are captioned Rubin v. Charpie, et al., No. 10 CV 004507 (North Carolina Superior Court, Durham County), and Kovary v. Talecris Biotherapeutics Holdings Corp., et al., No. 10 CV 011638 (North Carolina Superior Court, Wake County). The lawsuits name as defendants Talecris, the members of the Talecris Board of Directors, Grifols, S.A. and its subsidiary, Grifols Inc., and, in the Delaware consolidated action, Talecris Holdings and Stream Merger Sub, Inc. The two North Carolina actions have been stayed.

All of the lawsuits allege that the individual defendants (and, in the consolidated Delaware action, Talecris Holdings) breached their fiduciary duties to the Talecris stockholders in connection with the proposed transaction with Grifols, and that Grifols (and, in one of the North Carolina cases, Talecris, and in the Delaware action, Grifols Inc.) aided and abetted those breaches. The Delaware complaint alleges, among other things, that the consideration offered to Talecris stockholders pursuant to the proposed transaction was inadequate; that the Talecris Board of Directors failed to take steps to maximize stockholder value; that Talecris’ initial public offering and debt refinancing in 2009 were intended to facilitate a sale of Talecris; that Cerberus and Talecris Holdings arranged the proposed merger for the benefit of Cerberus, without regard to the interests of other stockholders; that the voting agreements impermissibly locked up the transaction; that the Merger Agreement contained terms, including a termination fee, that favor Grifols and deter alternative bids; and that the preliminary Form F-4 filed on August 10, 2010 contained material misstatements and/or omissions, including with respect to the availability of appraisal rights in the merger; the purpose and effects of the Virginia reincorporation merger; the antitrust risks of the proposed transaction; the financial advisors’ analyses regarding the Grifols’ non-voting stock to be issued in connection with the transaction; and the fees to be paid to Morgan Stanley by Talecris and Grifols in connection with the proposed transaction. The Delaware complaint also alleges that Talecris stockholders are entitled to appraisal rights in connection with the transaction pursuant to Section 262 of the Delaware General Corporation

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Law, and that the transaction violates the Delaware General Corporation Law by failing to provide such rights. The Delaware action seeks equitable and injunctive relief, including a determination that the stockholders have appraisal rights in connection with the merger, and damages.

On October 29, 2010, the parties to the Delaware litigation entered into a Memorandum of Understanding (“MOU”), reflecting an agreement in principle to settle that litigation. On January 24, 2011, the parties filed a settlement agreement with the Delaware Chancery Court, providing for the complete settlement of the Delaware and the North Carolina actions. The settlement provides, among other things, for the provision of appraisal rights in accordance with DGCL 262 in connection with the transaction; for an increase in the merger consideration by an additional 500,000 shares of Grifols non-voting shares to holders of Talecris common stock other than the Talecris specified affiliates; and for certain additional disclosures provided therein. The settlement also provides for a dismissal of the Delaware and North Carolina actions with prejudice and a release of claims. The Delaware Chancery Court approved the settlement agreement on October 17, 2011. The Delaware litigation was thereby formally settled and dismissed and the North Carolina actions are in the process of being dismissed.

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INDUSTRY OVERVIEW

The Plasma Industry

We operate within the plasma industry. We refer to our operations pertaining to the plasma industry as our “Bioscience Division.” We derive most of our industry related data from the Marketing Research Bureau (“MRB”) reports. The MRB publishes a study of the worldwide plasma-derivative product market once every three years. They also publish a study of the U.S. market once a year. The information included in this prospectus is from the worldwide study of the year 2008, which was published in 2009 and the U.S. study of the year 2010, which was published in 2011.

Plasma Source and Collection

Plasma derivatives are proteins that are found in human plasma and that, once isolated and purified, have therapeutic value. Plasma, a liquid that accounts for approximately 50% of blood, is obtained after separation via centrifugation of red blood cells, white blood cells and platelets. Proteins are the key component of plasma, accounting for 7% of plasma’s composition (water accounts for 90% of plasma’s composition). Proteins are made of albumin, which accounts for 60% of protein volume, globulins (IVIG), which account for 15%, coagulation factors, which account for 1%, and other proteins, which account for the remaining 24%. There are hundreds of proteins present in plasma; however, only a handful of these proteins have been developed for therapeutic applications to date.

The plasma industry is characterized by essential raw materials (representing greater than 50% of costs on average), with access to raw materials important to growth. Plasma can be obtained from three main sources: long-term blood supply agreements with blood donation organizations, plasma collection centers and third-party suppliers. There are two main methods for obtaining plasma, the “plasmapheresis” method, which is the main source of plasma for the United States and internationally, and the traditional method.

Plasmapheresis was invented by Dr. Grifols in 1949. Plasma obtained through plasmapheresis is referred to as “source plasma.” Through this method, plasma is mechanically separated from the cellular elements of blood (such as red and white cells and platelets) through centrifugation or membrane filtration at the time the donation is made. These cellular elements are then returned to the donor as part of the same procedure. Because blood cells are returned, it is possible for individuals to donate plasma up to twice per week, making this method more viable than the traditional method for obtaining plasma. The traditional method is through the separation of plasma from blood obtained from a blood donation, referred to as “recovered plasma.” Although recovered plasma may be used in the production of plasma derivatives, the amount of plasma obtained through this method is insufficient to cover the existing demand for plasma because donors are limited to making one donation every three months.

In order to prevent the deterioration of coagulation factors, plasma is typically frozen as soon as possible after collection. Source plasma is generally frozen within six hours following donation, whereas recovered plasma must first be separated from the blood cells and frozen within 24 to 72 hours if intended for the fractionation and purification of proteins.

According to the MRB, the human plasma-derived products industry has demonstrated revenue growth at a compound annual rate of approximately 6.8% from 1994 through 2008 with worldwide sales of approximately $11.8 billion in 2008. Sales in the United States have grown at a compound annual rate of approximately 9% from 1993 through 2010, with sales of $4.8 billion in 2010, representing a 3.4% increase over 2009, according to the MRB. Although the industry has experienced consistent worldwide growth in demand, a more balanced supply and demand dynamic has moderated price increases. Demand for plasma derivatives has grown substantially through active management of disease, the discovery of new therapeutic applications, the development of new products and the increase in prophylactic use. The two main regions for sale of plasma derivatives in 2008 were North America and Europe, which together represent 73% of global sales of plasma-derived therapies.

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The largest sales region is North America, estimated to be $4.33 billion in 2008, followed by Europe, estimated to be $4.27 billion. Although prices are not regulated in the United States, the presence of large GPOs, which are entities that act as purchasing intermediaries for hospitals and physicians, may create pricing pressure as they command substantial purchasing volumes. Prices in Europe are subject to regulations that fix maximum prices in certain countries.

The policy of the World Health Organization and many European jurisdictions is based on a recommendation that blood and its derivatives be obtained from voluntary, altruistic donors. Payment to donors is prohibited in most European countries; however, the United States permits payment to donors. Because of this limitation, most European countries are unable to meet their supply requirements and rely on the United States paid donations to fill the supply gap. The United States supplies approximately 60% of the world’s plasma.

Effectively, the United States only permits the sale of plasma derivative products that have been manufactured with plasma collected in the United States. Plasma collected in the United States can be used in plasma derivative products sold in most world markets, whereas plasma collected in Europe is generally used only in the country where it is obtained.

The plasma collection industry is heavily regulated in the United States. Federal, state and local regulations are designed to protect the health of the donors as well as the integrity and safety of the plasma. In the United States, the opening of a plasma collection center is subject to a licensing and certification process by the FDA and periodic inspections of facilities and processes. Normally it takes approximately 12 months from the time a collection center begins to operate until a plasma collection center receives FDA approval. The FDA regulates the characteristics, operation and qualification of personnel of plasma collection centers. According to FDA rules, a donor of plasma can donate plasma up to twice a week. Failure to comply with FDA, state or local regulations, may ultimately result in the forced closure of a collection center or monetary fines or both, depending on the issues involved.

United States and European regulatory authorities impose stringent requirements to avoid the transmission of blood-borne diseases. Each donation is typically tested for the following infections: hepatitis A, hepatitis B, hepatitis C, parvovirus B19 and HIV. Then it is sent to a fractionator, where it undergoes additional viral marker testing as well as nucleic acid testing in the production environment. Thereafter, it is broken down into its constituent parts, or “fractions.” “Bulk” fractions are further refined into final products through various purification processes, formulation and aseptic filling.

Entry into the plasma derivatives manufacturing business requires an understanding of the operationally complex nature of the business, which requires a highly skilled workforce with specialized know-how; significant intellectual property, including trade secrets relating to purification of products and pathogen safety; the need to develop recognized and trusted brands as well as sales, marketing and distribution infrastructures and relationships; and the ability to comply with extensive regulation by the FDA and comparable authorities worldwide. Additionally, the construction and maintenance, including regular improvements necessitated by evolving standards of cGMP, of production facilities requires extensive capital expenditures and may involve long lead times to obtain necessary governmental approval. Further, unlike small molecule pharmaceutical products, which are often subject to patent expirations on a defined date, plasma-derived protein therapies are usually protected through intellectual property relating to process, including trade secrets, which may not have a scheduled expiration. New entrants may, however, develop and market competing products by subcontracting portions of the manufacturing process, such as fractionation or purification, from existing plasma derivative manufacturers. Also, existing fractionators with operations in one region are increasingly entering other regional areas. In addition, new competitors in the United States would need to secure an adequate supply of United States plasma.

Principal Plasma Derivative Products

Collected plasma, whether source or recovered, is fractionated to isolate component proteins, which are then purified. The fractionation occurs in tanks at near freezing temperatures to maintain the integrity of the proteins.

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The four largest selling plasma proteins, which together constituted approximately 74% of plasma-derived product sales in the world in 2008 and 78% in the United States in 2010 and their therapeutic properties are:

•  IVIG is the part of the plasma that contains antibodies. IVIG assists in the treatment of primary and secondary immunological deficiencies, idiopathic thrombocytopenic purpura (“ITP”), Guillain-Barré syndrome, Kawasaki disease, Allogeneic bone marrow transplant, and Chronic Inflammatory Demyelinating Polyneuropathy (“CIDP”). In addition, physicians prescribe IVIG for a variety of diseases, including multiple sclerosis, skin disease and asthma, even though these uses are not described in the product’s labeling and differ from those tested in clinical studies and approved by the FDA or similar regulatory authorities in other countries. These unapproved, or “off-label,” uses are common across medical specialties, and physicians may believe such off-label uses constitute the preferred standard of care or treatment of last resort for many patients in varied circumstances. IVIG is also currently being investigated for use in the treatment of Alzheimer’s disease and other neurological conditions. Industry participants believe that, because IVIG is a complex mixture of antibody molecules, it is unlikely that a recombinant (or synthetic) alternative will be developed within the foreseeable future. IVIG has global sales of $5.1 billion, which represents 43.4% of the total plasma derivatives sales. IVIG sales experienced significant growth in recent years driven by improving usages, physician awareness and a strong reimbursement environment, and it now represents the largest plasma-derived product by sales value. It is one of the key growth drivers of the industry largely due to the increasing number of medical conditions for which IVIG is used;

•  Factor VIII is a blood coagulation factor which ensures that blood coagulates correctly after hemorrhage. Persons born with Factor VIII deficiency or who acquire this deficiency over time through the formation of antibodies that inactivate it, require administration of Factor VIII in determined situations (before surgery or after injury or serious hemorrhage). Factor VIII is also often used for the treatment of hemophilia A, a disease that is suffered by one out of every 10,000 men (women are not susceptible to this disease). Factor VIII used in these cases is either extracted from human plasma or is genetically modified into a recombinant substitute from bovine, mouse or hamster cells. Recombinant products account for most sales in the Factor VIII market. In 2008, worldwide plasma-derived Factor VIII and von Willebrand Factor annual sales were approximately $1.8 billion, comprising 15.5% of total plasma derivatives sales. Plasma-derived Factor VIII and von Willebrand Factor had a compound annual growth rate of 8.7% over the past ten years. Growth in Factor VIII is being driven by increased patient identification and treatment in developing countries. The current per capita Factor VIII utilization is significantly higher in the United States and Europe than in developing countries;

•  Albumin is the most commonly found protein in plasma and represents the biggest product by volume but has low unitary prices given its commoditized nature. One of albumin’s main functions is to carry and store a wide variety of small molecules such as bilirubin, cortisol, sex hormones, free fatty acids and some medicines. Albumin is used in the treatment of burns, severe hemorrhage, sepsis, hemodialyzed patients with hypotension, nephritic syndrome and necrotizing pancreatitis, among others. Biotechnology companies also use high-purity albumin as a stabilizer for their products. Clinical trials are currently underway for new applications for this product, including, among others, for the treatment of stroke and liver cirrhosis. Albumin has global sales of $1.7 billion, comprising 14.4% of the total plasma derivatives industry. The demand for albumin has increased since 2000 and is projected to grow moderately over the next few years; and

•  A1PI is a naturally occurring, self-defensive protein produced in the liver. A1PI is used to treat congenital A1PI deficiency-related emphysema. This deficiency may predispose an individual to several illnesses but most commonly appears as emphysema in adults. U.S. sales of A1PI have experienced a compound annual growth rate of 16% between 1997 and 2010. We believe there are approximately 11,000 individuals currently identified with A1PI deficiency in North America and Europe with 5,500 of those individuals currently undergoing A1PI treatment, based on internal estimates. There are an estimated 200,000 individuals with A1PI deficiency at high risk for development of emphysema in North America and Europe. Many individuals with symptoms are misdiagnosed before receiving a diagnosis of A1PI deficiency-related emphysema. Based on patient registries in many European countries, we believe that severe A1PI deficiency is also prevalent in Europe, and that European

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patients may represent approximately 30% of potential global sales. Epidemiological surveys have demonstrated that there is significant latent demand for A1PI as only approximately 10% of all patients in need of treatment have been identified (source: Alpha-1-antitrypsin deficiency. High prevalence in the St. Louis area determined by direct population screening. Silverman EK, et al. Am Rev Respir Dis. 1989; 140:961-966). Even fewer patients are being treated using an A1PI product due to the limited number of countries with licensed product.

Plasma Derivative Worldwide Sales by Category

The following table presents a breakdown of global sales by plasma derivative product in 2008:

	Percentage of
Product	Global Sales
IVIG		43.4	%
Factor VIII(1)		15.5	%
Albumin		14.4	%
Factor IX		2.7	%
Hyperimmunes		7.6	%
Alpha 1 Proteinase Inhibitor (“A1PI”)		3.6	%
Fibrin glue		3.7	%
Antithrombin III		2.9	%
Others		6.2	%

Source: Marketing Research Bureau

(1) Including sales of von Willebrand Factor

Plasma-Derived Products Sales by Geographic Region

Due to the cost of plasma-derived therapies, the majority of plasma sales are derived from the more economically developed regions in the world. Compared to the United States and Canada, where the industry is open, though highly regulated, Europe is characterized by local fractionators, considerable government control and divergent health care systems.

The following table presents a breakdown of 2008 global sales for plasma derivatives by region:

	Percentage of
Region	Global Sales
North America		36.7	%
Europe		36.2	%
Asia Pacific		15.3	%
Latin America		5.7	%
Middle East		2.6	%
Others		3.5	%

Source: Marketing Research Bureau

Historical Market Growth of Plasma-Derived Products

•  IVIG.  According to the MRB, worldwide sales for IVIG have grown at a 12.5% compound annual rate between 1994 and 2008, although current growth is materially lower. This growth has been driven by increased evidence that IVIG is effective in treating a broader universe of ailments than previously considered and increased incidence of acquired autoimmune and other ailments due to an increase in life expectancy.

•  Factor VIII.  According to the MRB, the worldwide sales of plasma-derived Factor VIII, including von Willebrand factor sales, have grown at a 5.1% compound annual rate between 1994 and 2008, and

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Grifols and Talecris believe that demand growth will continue. The United States Factor VIII market is supplied primarily by recombinant products. We believe that continued plasma-derived Factor VIII growth worldwide will be driven by the following therapeutic indications:

•  Treatment of von Willebrand disease.  The treatment of von Willebrand disease requires a Factor VIII product containing von Willebrand factor. Von Willebrand factor is not present in recombinant and monoclonal Factor VIII products; and

•  Immune Tolerance Therapy (“ITT”).  Plasma-derived ITT is used principally as a second attempt at treatment when an initial course of recombinant ITT has failed. The daily administration of a high dose of either recombinant or plasma-derived Factor VIII for six months to a year is an increasingly popular treatment to combat inhibitors, which are substances that restrict the activity of Factor VIII. Doses in the second attempt at ITT tend to be significantly higher than in the initial course of treatment.

•  Albumin.  According to MRB, the worldwide sales demand for albumin has grown at a 0.6% compound annual rate between 1994 and 2008. This slow growth is due to a perception that less expensive alternatives such as saline are as effective as albumin in the treatment of traumatic or hemorrhagic shock and severe burns.

•  Alpha 1 Proteinase Inhibitor (“A1PI”).  A1PI is a fourth protein that is growing in sales. According to the MRB, the worldwide sales demand for Alpha-1 has grown at a 14.6% compound annual rate between 1994 and 2008.

Production of Plasma-Derived Products (Fractionation)

Three principle techniques are used to separate proteins into bulk fractions: the Cohn, Kistler-Nitschmann and Chromatography techniques.

Cohn.  Cohn, the most widely employed technique in the industry, which we utilize, subjects plasma to varying conditions of alcohol concentration, pH level and temperature to separate specific protein fractions from the plasma. The fractions are then collected using centrifugation or filtration. Following fractionation, the protein pastes are purified using steps such as solvent detergent treatment, caprylate incubation, column chromatography, and various methods of filtration.

Kistler-Nitschmann.  Kistler-Nitschmann is derived from the Cohn process and is often used in smaller fractionation facilities. This technique produces a limited product range, primarily consisting of immunoglobulins and albumin.

Chromatography.  Chromatography separates plasma proteins by specifically targeting the unique characteristics of each protein, which include: molecular size, using gel filtration; charge, using ion exchange chromatography; and known reactions with specific molecules, using affinity chromatography. Chromatography has higher product purity and superior product yields compared to the Cohn technique. However, regulatory hurdles, including the approval process for the procedure and the type of production facility required, have made the cost of switching to chromatography very expensive. As a result, few plasma fractionators have adopted this technique for fractionation, although many use it for purification.

Once the plasma has been broken down into bulk fractions using one of these separation techniques, each fraction undergoes a series of production steps including purification, filling, freeze-drying (for those products requiring lyophilisation), packaging and distribution. Purification involves the further isolation of the fraction, as well as viral removal/inactivation steps, using a variety of technologies. The specific procedures used differentiate the end product and are generally proprietary to each fractionator.

Plasma Supply

Plasma-derived product manufacturers secure human plasma in the United States from either third-party supply contracts (e.g., with a blood bank or with an independent plasma collection company) or from vertically integrated plasma collection centers. Historically, several of the largest global fractionators relied on

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smaller, independently owned United States source plasma collection companies to supply a portion of their plasma supply. Over time, fractionators chose to vertically integrate and acquire many of these suppliers. Currently, all four of the largest global fractionators are either fully integrated or have a significant percent of their total plasma collection internalized as a result of vertical integration.

We believe the growth in United States source plasma collections over the past several years has been higher than in other geographic areas. Such belief is based on our view that the growth of source plasma collection in the United States is primarily due to (i) the desire of fractionators to have the flexibility to export United States source plasma for the manufacture of products outside the United States, (ii) the favorable collection environment for source plasma centers in the United States, and (iii) the decreasing availability of recovered plasma worldwide.

Market estimates continue to point to new growth in United States source plasma, as new centers are developed in the United States and individual plasma center productivity improves. Despite the growth in United States source plasma supply, a continued increase in demand for plasma products in recent years has led to industry supply constraints, which stimulated the addition of new plasma collection centers to meet the increased need for source plasma.

In response to IVIG demand, we and certain of our competitors and independent suppliers opened a significant number of new plasma collection centers. We believe that worldwide plasma collection is increasing and will continue to increase in future years, primarily driven by increased plasma collection in the United States. As a result, the supply of IVIG inventory has increased throughout the distribution channel.

Fractionation and Purification

Currently, product production capacity may be limited by fractionation capacity or purification capacity. We, along with certain of our competitors, have announced plans to invest in the development of additional fractionation and purification capacity.

Manufacturing and Sale of Plasma Derivative Products

The manufacture and sale of plasma derivative products is heavily regulated. Manufacturing facilities and processes must be licensed by the FDA to manufacture medicinal products to be sold in the United States. Likewise, manufacturing facilities and products are also subject to strict European regulations to manufacture medicines intended for distribution in the European Union.

The plasma derivative product, like medicinal products, is also subject to prior licensing by the competent authorities of the jurisdiction where the product is to be marketed and sold. The licensing process generally requires the applicant to conduct clinical trials and submit information certifying the safety, efficacy and quality of the product. The requirements, formalities and timetables for the registration process generally vary from jurisdiction to jurisdiction.

In the European Union, the licensing requirements of the different member countries have been largely unified for pharmaceutical products. However, in the area of biological products this trend has been slower. Today, mutual recognition for cGMP inspections and licensing procedures through mutual recognition or centralized procedure at the EMA are in place and fully operational.

United States Plasma Products Distribution

Historically, manufacturers of plasma-derived products sought to distribute their finished product through the same distribution channels as pharmaceuticals, typically through wholesalers, which purchased products at fixed prices, re-sold them at contract prices and charged the difference to the manufacturer. The plasma therapeutics market, however, has evolved from wholesalers to highly specialized plasma distributors, including:

•  “Group Purchasing Organizations,” which are referred to as GPOs, which are umbrella buying groups representing inpatient and outpatient hospitals and non-acute members who benefit through consolidated

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supply contracts. GPOs do not purchase products directly, rather, they select authorized distributors which purchase inventory and handle all product logistics for their members;

•  Wholesalers/Distributors either provide product directly to, or enter into distribution agreements with, hospitals, GPOs, and physician offices. The distributor is generally paid service fees for “encumbered” products on a GPO contract, or they purchase “unencumbered” products directly from manufacturers which are not part of a GPO contract;

•  Homecare and specialty pharmacy providers are a growing segment which provides patient treatment in the home, either through self-medication or with the assistance of a nurse. These providers either purchase products direct from manufacturers or through GPOs; and

•  Manufacturer Direct programs distribute products directly to a physician’s office or a patient’s home.

The distribution by product line and type are summarized as follows:

•  According to the MRB, it is estimated that 45% of the IVIG sold in the United States in 2010 was purchased by hospitals; alternate infusion sites, including physician offices represented about 20% of IVIG volume; and homecare companies represented 30% of the IVIG volume;

•  A1PI is generally distributed by homecare companies and specialty pharmacies and administered by a nurse at home or at a hospital infusion suite;

•  Albumin is generally used in surgical and trauma settings and is generally sold to hospital groups; and

•  Clotting factors, such as Factor VIII, generally are self-administered by patients and are mainly channeled from manufacturers to patients through home care companies and similar agencies.

The Hospital Pharmacy Sector

In addition to the plasma industry, our “Hospital Division” operates in the hospital pharmacy sector. In order to be marketed and sold, hospital products must comply with local regulations that generally require that these products be shown to be safe and effective. Competition is primarily based on price and quality of service. Since freight costs can affect profitability significantly, sales of intravenous therapy products, such as parenteral solutions (fluid therapy), are generally made to markets that are relatively near manufacturing facilities.

The Spanish and Portuguese markets for intravenous therapy have experienced stable growth. According to IMS Health, a leading provider of information to the pharmaceutical and healthcare industries, the intravenous therapy market in Spain was €127 million in 2010. According to AENE, the Spanish market for enteral nutrition products was €244 million in 2010. In addition, the Spanish market for parenteral nutrition fluids consisted of total sales of €25 million in 2010, according to IMS Health.

The In Vitro Diagnostic Market

We also operate a “Diagnostic Division.” The three most important sectors of the in vitro diagnostic market in which we sell our diagnostic products are the following:

•  immunohematology, which is the diagnosis of blood type and the screening of antibodies, accounting for 2.6%, or $1.11 million, of the 2010 world market for in vitro diagnostic products according to the business information company Global Data;

•  immunology, which is the study of defense mechanisms against antigens, accounting for 47.9%, or $20.4 million, of the 2010 world market; and

•  hemostasis, which is the analysis of processes related to blood coagulation, accounting for 4.0%, or $1.70 million, of the 2010 world market.

The diagnostic products market encompasses mainly products related to the analytical testing of biological samples to determine the presence and characteristics of pathogens, to study defense mechanisms

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against antigens and to analyze processes related to blood coagulation. The testing is performed in vitro, that is, outside the body, with samples of blood, urine or other bodily fluids and tissues. These tests are generally carried out in laboratories.

The in vitro diagnostic market has grown significantly over the past few years as a result of the introduction of new technologies, increasing test volumes and favorable pricing environments. Significant technological progress and automation have resulted in specific and precise diagnoses. This improvement in diagnosis translates into a better application and monitoring of therapies and an improvement in disease prevention.

In order to be marketed and sold, diagnostic products must comply with local regulations that generally require that these products be shown to be safe and effective. These are products that, even though they are not pharmaceutical, are in contact with the human body or its fluids. Competition for diagnostic products is based on reputation for quality and safety, the particular features of the product and, to a lesser extent, price.

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REGULATORY MATTERS

Government Regulation

Government authorities in the United States, at the federal, state and local level, and in other countries extensively regulate, among other things, the research, development, testing, approval, manufacturing, labeling, post-approval monitoring and reporting, packaging, promotion, storage, advertising, distribution, marketing and export and import of healthcare products such as those we collect, manufacture, sell and/or are currently developing. The process of obtaining regulatory approvals and the subsequent substantial compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. The following is a summary of the overall regulatory landscape for our business.

United States Government Regulation.  In the United States, the FDA regulates drugs, biologics and plasma collection under the Federal Food, Drug, and Cosmetic Act and implementing regulations. Failure to comply with the applicable FDA requirements at any time during the product-development process, approval process or after approval may result in administrative or judicial sanctions. These sanctions could include, as applicable, the FDA’s imposition of a clinical hold on trials for drugs, devices or biologics, refusal to approve pending applications, withdrawal of an approval, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties or criminal prosecution or any combination of these sanctions. Any agency or judicial enforcement action could have a material adverse effect on us.

The BLA Approval Process.  Drugs that are also biological products must also satisfy the requirements of the Public Health Service Act and its implementing regulations. In order for a biological drug product to be legally marketed in the United States, the product must have a Biologic License Application (“BLA”), approved by the FDA.

The steps for obtaining FDA approval of a BLA to market a biological product in the United States include:

•  completion of preclinical laboratory tests, animal studies and formulation studies under the FDA’s good laboratory practices regulations;

•  submission to the FDA of an Investigational New Drug Application (“IND”), for human clinical testing, which must become effective before human clinical trials may begin and which must include approval by an independent Institutional Review Board, which is referred to as an IRB, at each clinical site before the trials may be initiated;

•  performance of adequate and well-controlled clinical trials in accordance with Good Clinical Practices to establish the safety and efficacy of the product for each indication;

•  submission to the FDA of a BLA, which contains detailed information about the chemistry, manufacturing and controls for the product, reports of the outcomes and full data sets of the clinical trials and proposed labeling and packaging for the product;

•  satisfactory review of the contents of the BLA by the FDA, including the satisfactory resolution of any questions raised during the review;

•  satisfactory completion of an FDA Advisory Committee review, if applicable;

•  satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with cGMP to assure that the facilities, methods and controls are adequate to ensure the product’s identity, strength, quality and purity; and

•  FDA approval of the BLA including agreement on post-marketing commitments, if applicable.

Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. Some preclinical testing may continue after

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the IND is submitted. The IND must become effective before human clinical trials may begin. An IND will automatically become effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions about issues such as the conduct of the trials and/or supporting preclinical data as outlined in the IND. In that case, the IND sponsor and the FDA must resolve any outstanding FDA concerns or questions before clinical trials can proceed. In other words, submission of an IND may not result in the FDA allowing clinical trials to commence. Further, recently enacted healthcare reform law introduced a biosimilar pathway, which will permit companies to obtain FDA approval of generic versions of existing biologics based upon reduced documentation and data requirements deemed sufficient to demonstrate safety and efficacy than are required for the pioneer biologic.

Clinical trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators. Clinical trials are conducted under strict requirements to ensure the protection of human subjects participating in the trial and protocols detailing, among other things, the objectives of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A protocol for each clinical trial and any subsequent protocol amendments must be submitted to the FDA as part of the IND. In addition, an IRB (usually, but not necessarily specific to each study site), must approve the protocol, subject consent form and any amendments. All research subjects must be informed, among other things, about the risks and benefits of the investigational product and provide their informed consent in writing. Federal regulations governing the protection of human subjects in clinical trials have remained generally consistent for many years, subject to certain amendments. In July 2011, HHS and the FDA issued an advance notice of proposed rulemaking seeking comments on proposals to substantially change aspects of these regulations, seeking comments, for example, on mandating the use of a single IRB for multi-site trials, imposing specified data security and information regulations on trials, imposing new consent requirements with respect to the use of biospecimens that have been stripped of patient-identifiers, and the requiring the use of standardized consent forms. The outcome of this regulatory review is not yet certain, and accordingly its impact on our operations is not clear.

Clinical trials typically are conducted in three sequential phases, but the phases may overlap or be combined.

Phase I trials usually involve the initial introduction of the investigational drug into a small group of healthy volunteers (e.g., 10 to 20) to evaluate the product’s safety, dosage tolerance and pharmacokinetics and, if possible, to gain an early indication of its effectiveness.

Phase II trials usually involve controlled trials in a larger but limited patient population (e.g., a few hundred) to:

•  evaluate dosage tolerance and appropriate dosage;

•  identify possible adverse effects and safety risks; and

•  provide a preliminary evaluation of the efficacy of the drug for specific indications.

Phase III trials usually further evaluate clinical efficacy and test further for safety in an expanded patient population (e.g., several hundred to several thousand). Phase III trials usually involve comparison with placebo, standard treatments or other active comparators. Usually two well-controlled large Phase III or pivotal trials demonstrating safety and efficacy are required. These trials are intended to establish the overall risk-benefit profile of the product and provide an adequate basis for physician labeling. Phase III trials are usually larger, more time consuming, more complex and more costly than Phase I and Phase II trials. Since most of our products are aimed at very small populations where it is not always possible to conduct two large studies, regulators may accept one study on a smaller number of patients than would typically be required for pharmaceutical products in general, provided the data are sufficiently robust.

Phase I, Phase II and Phase III testing may not be completed successfully within any specified period, if at all. Furthermore, the FDA, or the companies may suspend or terminate clinical trials at any time on various grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk, have experienced a serious and unexpected adverse event, or that continued use in an investigational setting

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may be unethical. Similarly, an IRB can suspend or terminate approval of research if the research is not being conducted in accordance with the IRB’s requirements or if the research has been associated with unexpected serious harm to patients.

Assuming successful completion of the required clinical testing, the results of the preclinical studies and of the clinical trials, together with other detailed information, including information on the chemistry, manufacture and composition of the product, are submitted to the FDA in the form of a BLA requesting approval to market the product for one or more indications. In most cases, the BLA must be accompanied by a substantial user fee. The FDA will initially review the BLA for completeness before it accepts the BLA for filing. After the BLA submission is accepted for filing, the FDA reviews the BLA to determine, among other things, whether a product is safe and effective for its intended use and whether the product is being manufactured in accordance with cGMP to assure and preserve the product’s identity, strength, quality, purity and potency.

Under the Pediatric Research Equity Act of 2003, which is referred to as the PREA, BLAs, or supplements to BLAs, must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the drug is safe and effective. The FDA may grant deferrals for submission of data or full or partial waivers. Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation has been granted.

Before approving a BLA, the FDA generally will inspect the facility or the facilities at which the product is manufactured. The FDA will not approve the product if it finds that the facility does not appear to be in cGMP compliance. If the FDA determines the application, manufacturing process or manufacturing facilities are not acceptable, it will either disapprove the application or issue a Complete Response letter in which it will outline the deficiencies in the BLA and provide the applicant an opportunity to meet with FDA representatives and subsequently to submit additional information or data to address the deficiencies. Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.

The testing and approval processes require substantial time, effort and financial resources, and each may take several years to complete. Data obtained from clinical activities are not always conclusive and may be susceptible to varying interpretations, which could delay, limit or prevent regulatory approval. The FDA may not grant approval on a timely basis, or at all. We may encounter difficulties or unanticipated costs in their efforts to secure necessary governmental approvals, which could delay or preclude us from marketing their products. The FDA may limit the indications for use or place other conditions on any approvals that could restrict the commercial application of the products. After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further testing requirements and FDA review and approval.

Post-Approval Requirements.  After regulatory approval of a product is obtained, we are required to comply with a number of post-approval requirements. For example, as a condition of approval of a BLA, the FDA may require post-marketing testing and surveillance to monitor the product’s safety or efficacy. In addition, holders of an approved BLA are required to keep extensive records, to report certain adverse reactions and production problems to the FDA, to provide updated safety and efficacy information and to comply with requirements concerning advertising and promotional labeling for their products. Also, quality control and manufacturing procedures must continue to conform to cGMP regulations and practices, as well as the manufacturing conditions of approval set forth in the BLA. The FDA periodically inspects manufacturing facilities to assess compliance with cGMP, which imposes certain procedural, substantive and recordkeeping requirements. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance.

Future FDA inspections may identify compliance issues at our facilities or at the facilities of our contract manufacturers that may disrupt production or distribution, or require substantial resources to correct and prevent recurrence of any deficiencies, and could result in fines or penalties by regulatory authorities. In addition, discovery of problems with a product or the failure to comply with applicable requirements may

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result in restrictions on a product, manufacturer or holder of an approved BLA, including withdrawal or recall of the product from the market or other voluntary, FDA-initiated or judicial action that could delay or prohibit further marketing. Newly discovered or developed safety or efficacy data may require changes to a product’s approved labeling, including the addition of new warnings and contraindications. The recently enacted healthcare reform law established and provided significant funding for a Patient-Centered Outcomes Research Institute to coordinate and fund Comparative Effectiveness Research. Also, new government requirements, including those resulting from new legislation, may be established that could delay or prevent regulatory approval our products under development.

Orphan Drug Designation.  The FDA may grant orphan drug designation to drugs intended to treat a “rare disease or condition” that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making available in the United States a drug for this type of disease or condition will be recovered from sales in the United States for that drug. Orphan drug designation must be requested before submitting an application for marketing approval. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process. Orphan drug designation can provide opportunities for grant funding towards clinical trial costs, tax advantages and FDA user-fee exemptions. In addition, if a product which has an orphan drug designation subsequently receives the first FDA approval for the indication for which it has such designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve any other application to market the same drug for the same indication for a period of seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity or a meaningfully different mode of administration. Competitors may receive approval of different drugs or biologics for the indications for which the orphan product has exclusivity. However, if a company with orphan drug exclusivity is not able to supply the market, the FDA could allow another company with the same drug a license to market for said indication.

Fast Track Designation.  The FDA’s fast track programs, one of which is fast track designation, are designed to facilitate the development and review of new drugs that are intended to treat serious or life-threatening conditions and that demonstrate the potential to address unmet medical needs for the conditions. Fast track designation applies to a combination of the product and the specific indication for which it is being studied. Thus, it is the development program for a specific drug for a specific indication that receives fast track designation. The sponsor of a product designated as being in a fast track drug development program may engage in close early communication with the FDA, including through timely meetings and feedback on clinical trials. Products in fast track drug development programs also may receive Priority Review or accelerated approval (i.e., where the review cycle is set with a six-month review clock instead of 10- or 12-month review clock). Sponsors may also be able to submit completed portions of an application before the entire application is completed; however, the review clock will not officially begin until the entire completed BLA is submitted to and filed by the FDA. The FDA may notify a sponsor that its program is no longer classified as a fast track development program if the fast track designation is no longer supported by emerging data, the designated drug development program is no longer being pursued, or another product that meets the unmet medical need for the same indication is approved first.

Plasma Collection.  The FDA requires a licensing and certification process for each plasma collection center prior to opening and conducts periodic inspections of facilities and processes. Many states also regulate plasma collection, imposing similar obligations and additional inspections and audits. Collection centers are subject to periodic inspections by regulatory authorities, which if noncompliance is alleged, may result in fines, citations, the temporary closing of the centers, loss or suspension of licenses, and/or recall of finished products.

Anti-Fraud and Abuse Regulation.  Since we supply products and services that are reimbursed by U.S. federally funded programs such as Medicare and Medicaid, our activities are also subject to regulation by CMS and enforcement by the OIG within the U.S. Department of Health and Human Services (“HHS”). A provision of the U.S. Social Security Act known as the “Anti-Kickback Law” prohibits providers and others from directly or indirectly soliciting, receiving, offering or paying any remuneration with the intent of generating referrals or orders for services or items covered by a government health care program. Many states have similar laws. Courts have interpreted this law very broadly, including holding that a violation has

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occurred if even one purpose of the remuneration is to generate referrals, even if there are other lawful purposes. There are statutory and regulatory exceptions (known as safe harbors) that outline arrangements that are deemed lawful. However, the fact that an arrangement does not fall within a safe harbor does not necessarily render the conduct illegal under the Anti-Kickback Law. In sum, even legitimate business arrangements between the companies and referral sources could lead to scrutiny by government enforcement agencies, and require extensive company resources to respond to government investigations. Violations of the Anti-Kickback Law may be punished by civil and criminal penalties and/or exclusion from participation in federal health care programs, including Medicare and Medicaid. The recent U.S. healthcare reform law strengthened provisions of the Anti-Kickback Law.

The federal False Claims Act (“FCA”) is violated by any entity that “presents or causes to be presented” knowingly false claims for payment to the federal government. In addition, the recently enacted healthcare reform law amended the FCA to create a cause of action against any person who knowingly makes a false statement material to an obligation to pay money to the government, or knowingly conceals or improperly decreases an obligation to pay or transmit money or property to the government. For the purposes of these recent amendments, an “obligation” includes an overpayment, which is defined broadly to include “any funds that a person receives or retains under [Medicare and Medicaid] to which the person, after applicable reconciliation, is not entitled . . . .”

The FCA is commonly used to sue those who submit allegedly false Medicare or Medicaid claims, as well as those who induce or assist others to submit a false claim. Courts and government officials have found that “false claims” can result not only from noncompliance with the express requirements of applicable governmental reimbursement programs, such as Medicaid or Medicare, but also from noncompliance with other laws, such as provisions of the Food, Drug and Cosmetic Act that prohibit off-label promotion, or laws that require quality care in service delivery. The qui tam or whistleblower provisions of the FCA allow private individuals to bring actions on behalf of the government alleging that the government was defrauded, with tremendous potential financial gain to private citizens in the event they prevail. When a private party brings a whistleblower action under the FCA, the defendant is not made aware of the lawsuit until the government starts its own investigation or makes a decision on whether it will intervene. Many states have enacted similar laws that also apply to claims submitted to commercial insurance companies. The bringing of any FCA action could require us to devote resources to investigate and defend the action. Violations of the FCA could result in penalties for each separate false claim.

Regulation Outside the United States.  In addition to regulations in the United States, we are subject to a variety of regulations in other jurisdictions governing clinical trials and commercial sales and distribution of its products. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of countries outside the United States before it can commence the marketing of the product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country. Also, in addition to approval of final products, U.S. plasma centers collecting plasma for manufacture into products to be distributed in the European Union must also be approved by the competent European Health Authority.

Medicines can be authorized in the European Union by using either the centralized authorization procedure or national authorization procedures. The EMA is responsible for the centralized authorization procedure.

Centralized Authorization Procedure.  The EMA is responsible for the centralized procedure, also known as the “Community authorization procedure”, for human medicines. This procedure results in a single marketing authorization called a “Community marketing authorization” that is valid across the European Union, as well as in the EEA/EFTA states Iceland, Liechtenstein and Norway. The centralized procedure is compulsory for human medicines that are:

•  derived from biotechnology processes, such as genetic engineering;

•  advanced-therapy medicines, such as gene-therapy, somatic cell-therapy or tissue-engineered medicines;

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•  intended for the treatment of HIV/Aids, cancer, diabetes, neurodegenerative disorders or autoimmune diseases and other immune dysfunctions; and

•  officially designated “orphan medicines” (medicines used for rare diseases).

For medicines that do not fall within these categories or the “mandatory scope”, companies have the option of submitting an application for a centralized marketing authorization to the Agency, as long as the medicine concerned is a significant therapeutic, scientific or technical innovation, or if its authorization would be in the interest of public health.

Applications through the centralized procedure are submitted directly to the Agency. Evaluation by the Agency’s relevant scientific committee takes up to 210 days, at the end of which the committee adopts an opinion on whether the medicine should be marketed or not. This opinion is then transmitted to the European Commission, which has the ultimate authority for granting marketing authorizations in the European Union.

Once a Community marketing authorization has been granted, the marketing-authorization holder can begin to make the medicine available to patients and healthcare professionals in all European Union countries.

National Authorization Procedures.  Each European Union Member State has its own procedures for the authorization, within their own territory, of medicines that fall outside the scope of the centralized procedure.

There are also two possible routes available to companies for the authorization of such medicines in several countries simultaneously:

Decentralized procedure.  Using the decentralized procedure, companies may apply for simultaneous authorization in more than one European Union country of medicines that have not yet been authorized in any European Union country and that do not fall within the mandatory scope of the centralized procedure.

Mutual-recognition procedure.  In the mutual-recognition procedure, a medicine is first authorized in one European Union Member State, in accordance with the national procedures of that country. Following this, further marketing authorizations can be sought from other European Union countries in a procedure whereby the countries concerned agree to recognize the validity of the original, national marketing authorization.

In some cases, disputes arising in these procedures can be referred to the EMA for arbitration as part of a “referral procedure.”

Orphan Designation.  Applications for designation of orphan medicines are reviewed by the EMA through the Committee for Orphan Medicinal Products (“COMP”). The criteria for orphan designation are:

•  the medicinal product is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition affecting no more than five in 10,000 persons in the European Union at the time of submission of the designation application (prevalence criterion); or

•  the medicinal product is intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition and without incentives it is unlikely that the revenue after marketing of the medicinal product would cover the investment in its development; and

•  either no satisfactory method of diagnosis, prevention or treatment of the condition concerned is authorized, or, if such method exists, the medicinal product will be of significant benefit to those affected by the condition.

Companies with an orphan designation for a medicinal product benefit from incentives such as:

•  protocol assistance (scientific advice for orphan medicines during the product-development phase);

•  direct access to centralized marketing authorization and 10-year marketing exclusivity;

•  financial incentives (fee reductions or exemptions); and

•  national incentives detailed in an inventory made available by the European Commission.

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Since February 1, 2009, orphan medicinal products are eligible for the following level of fee reductions:

•  full (100%) reduction for protocol assistance and follow-up;

•  full (100%) reduction for pre-authorization inspections 50% reduction for new applications for marketing authorization to applicants other than small and medium-sized enterprises;

•  full (100%) reduction for new applications for marketing authorization only to small and medium-sized enterprises; and

•  full (100%) reduction for post authorization activities including annual fees only to small and medium sized enterprises in the first year after granting a marketing authorization.

The funds made available by the Community for fee exemptions for orphan medicinal products amounted to €6,000,000 in 2008.

Canadian Regulatory Process

Authorization to Market:  Therapeutic products can be marketed in Canada after they have been subject to a review to assess their safety, efficacy and quality. A New Drug Submission (“NDS”) must be submitted to Health Canada for review, and a Notice of Compliance (“NOC”) and a Drug Identification Number (“DIN”) received by the sponsor prior to marketing a product in Canada. Responsibility for review of pharmaceutical drug products resides with Health Canada’s Therapeutic Products Directorate (“TPD”), while responsibility for review of biological products are under the Biologics, Radiopharmaceuticals and Genetic Therapies Directorate (“BGTD”). An active DIN is required for any product being marketed in Canada.

Changes to Market Authorization:  There are four classes of changes to existing market authorizations in Canada. Level 1 changes are considered “significantly different” and have the potential to impact safety, efficacy, quality or effectiveness of the product. These require the filing of a Supplemental New Drug Submission (“SNDS”), and an NOC must be issued by Health Canada prior to implementation of the change. Level 2 changes are not considered “significant”, but a Notifiable Change (“NC”) submission must be filed to Health Canada for review, and approval is provided via a “No Objection” letter to the sponsor. Level 3 changes have minimal potential to impact safety, quality or effectiveness, and can be made without prior approval of Health Canada; a summary of these changes is reported to Health Canada with the sponsor’s Annual Drug Notification. Level 4 changes are implemented without any notification to Health Canada, based on no expectation of risk.

Clinical Trials:  A Clinical Trial Application (“CTA”) must be submitted to Health Canada prior to conducting any study protocol that proposes the use of a new product, or the use of an existing product, where the indication, target population, route of administration or dosing differs from the current market authorization. The CTA provides summaries of pre-clinical and clinical studies conducted and (if applicable) chemistry, manufacturing and control data, and is submitted to either TPD (for drug products) or BGTD (for biological products) for review. The TPD or BGTD are responsible for assessing protection and safety of the participants as well as quality of the product; they will issue a “No Objection” letter to sponsors for studies deemed acceptable. Research ethics board approval at each site is also required prior to conduct of the study.

Establishment Licensing:  All establishments in Canada which are involved in the fabrication, packaging/labeling, testing, import, distribution or warehousing of drug products, must have a current establishment license (licenses are issued for a one-year period, and applications need to be re-filed every year). As an importer/distributor, part of the licensing requirements include demonstration that any foreign (non-Canadian) facilities involved in fabrication, packaging/labeling or testing of products imported/distributed under the license comply with Good Manufacturing Practices (“GMP”).

Post-Approval Requirements:  The Health Products and Food Branch Inspectorate (“HPFBI”) of Health Canada periodically inspects licensed establishments in Canada to verify compliance with GMP. Manufacturers and importers are required to monitor the safety and quality of their products and must report adverse reactions to the Marketed Health Products Directorate (“MHPD”) in accordance with a prescribed timeline and format.

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Regulatory Process for Markets outside North America and Europe

The majority of regulatory authorities in countries outside North America and Europe require that a product first be approved by the FDA or European authority prior to granting the market authorization in their country. There are a limited number of countries (Bahamas, Bermuda, Guam, Oman and Qatar) that do not require further local product registration for products and products may be distributed based on the existing FDA approval. In addition to requiring the submission of a license application containing documentation supporting the safety, efficacy and quality of the product, many countries require the submission of FDA Export Certificates for products to provide assurance that such products can be legally marketed in the US. The Certificate of Pharmaceutical Product (“CPP”) and/or the Certificate to Foreign Government (“CFG”) are issued by the FDA at the request of the manufacturer seeking licensure in the country outside the US. The CPP conforms to the format established by the World Health Organization (“WHO”) and is intended for use by the importing country when considering whether to license the product in question for sale in that country. The CFG serves to document that the product can be legally marketed in the US and the manufacturer is in compliance with GMP. A limited number of regulatory authorities in countries outside North America and Europe conduct on-site inspections to verify GMP compliance. Failure to maintain and document GMP compliance could result in withdrawal of marketing authorization. In addition changes to manufacturing or testing procedures for the product require approval of the change in the US prior to the submission of the variation to the registration in the international market. These changes may require approval in each market in order to maintain product distribution. Furthermore, any changes in the distributors supporting our export business could result in a loss of sales.

Pharmaceutical Pricing and Reimbursement

In the United States and markets in other countries, sales of any products for which we receive regulatory approval for commercial sale will depend in part on the availability of reimbursement from third-party payors. Third-party payors include government health programs, managed care providers, private health insurers and other organizations. These third-party payors are increasingly challenging the price and examining the cost-effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Our products may not be considered cost-effective. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on its investment in product development.

In the United States, our products are reimbursed or purchased under several government programs, including, Medicaid, Medicare Parts B and D, the 340B/Public Health Service (“PHS”) program, and pursuant to our contract with the Department of Veterans Affairs. Medicaid is a joint state and federal government health plan that provides covered outpatient prescription drugs for low-income individuals. Under Medicaid, drug manufacturers pay rebates to the states based on utilization data provided by the states. The rebate amount for branded drugs had been equal to a minimum of 15.1% of the Average Manufacturer Price (“AMP”) or AMP less Best Price (“BP”), whichever is greater. The recently enacted healthcare reform law increased the size of the Medicaid rebates paid by drug manufacturers for most brand drugs to a minimum of 23.1% of the AMP, with limitation of this increase on certain drugs, including, for example, certain clotting factors, to a minimum of 17.1%, effective for drugs purchased by Medicaid programs on or after January 1, 2010. In 2010, the healthcare reform law also newly extended this rebate obligation to prescription drugs covered by Medicaid managed care organizations. In addition, the statutory definition of AMP changed in 2010 as a result of the new healthcare reform law, and in November 2010 CMS withdrew previously issued regulations defining this critical pricing term and has not yet issued new regulations. We believe we are making reasonable assumptions regarding our reporting obligations with respect to this new definition, but the adequacy of our assumptions is not certain.

Medicare Part B reimburses providers for drugs provided in the outpatient setting based upon Average Sales Price (“ASP”). Recent federal government reforms to Medicare Part B have reduced the reimbursement rates for IVIG. Beginning January 1, 2008, CMS reduced the reimbursement for separately covered outpatient drugs and biologics, including IVIG in the hospital outpatient setting, from ASP +6% to ASP +5%, using 2006 Medicare claims data as a reference for this reduction. CMS reduced this reimbursement further in 2009

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to ASP +4%, using aggregate hospital cost report data as a reference for the reduction. For 2010, the rate remained as ASP+4%, based on a cost-based methodology that also involved reallocating certain overhead costs from packaged drugs to unpackaged drugs. In 2011, relying on the 2010 methodology, CMS increased the rate to ASP +5%. For 2012, as part of a July 2011 proposed rule issued in connection with the Medicare hospital outpatient prospective payment system, CMS has proposed continuing to rely on the 2010-2011 methodology, which according to CMS would result in a rate of ASP +4% or lower as of January 1, 2012. The proposed decrease in reimbursement rates could restrict access to our products.

Medicare Part D is a partial, voluntary prescription drug benefit created by the federal government primarily for persons 65 years old and over. The Part D drug program is administered through private insurers that contract with CMS. Government payment for some of the costs of prescription drugs may increase demand for any products for which we receive marketing approval. However, to obtain payments under this program, we are required to negotiate prices with private insurers operating pursuant to federal program guidance. These prices may be lower than we might otherwise obtain. In addition, beginning in 2011, the recently enacted healthcare reform law generally requires that in order for a drug manufacturer’s products to be reimbursed under Medicare Part D, the manufacturer must enter into a Medicare Coverage Gap Discount Program agreement with the Secretary of the United States Department of Health and Human Services, and reimburse each Medicare Part D plan sponsor an amount equal to 50% savings for the manufacturer’s brand name drugs and biologics which the Part D plan sponsor has provided to its Medicare Part D beneficiaries who are in the “donut hole” (or a gap in Medicare Part D coverage for beneficiaries who have expended certain amounts for drugs).

Some payors, including Medicare Part D plans, some state Medicaid programs, and many private health insurers and self-insured health plans reimburse providers for drugs based upon a discount off of the Average Wholesale Price (“AWP”). AWP is a list price determined by third-party publishers, which does not reflect actual transactions in the distribution chain. We do not publish an AWP for any of our products. We may be at a competitive disadvantage where providers are reimbursed on an AWP basis and competitors’ products are reimbursed at higher rates than their corresponding products.

The availability of federal funds to pay for our products under the Medicaid and Medicare Part B programs requires that we extend discounts under the 340B/PHS drug pricing program. The 340B drug pricing program extends discounts to a variety of community health clinics and other specified entities that receive health services grants from the PHS, as well as hospitals that serve a disproportionate share of certain low income individuals. The PHS price (also known as the “ceiling price”) cannot exceed the AMP (as reported to CMS under the Medicaid drug rebate program) less the Medicaid unit rebate amount. We have entered into a PPA with the government in which we agree to participate in the 340B/PHS program by charging eligible entities no more than the PHS ceiling price for drugs intended for outpatient use. The recently enacted healthcare reform law expands the number of qualified 340B entities eligible to purchase the products for outpatient use. The healthcare reform law also imposes a “must sell” obligation on manufacturers that will require manufacturers to offer their products to eligible entities at legally-mandated discount prices if such products are “made available to any other purchaser at any other price.” The healthcare reform law imposes this obligation by requiring HHS to add the requirement to the 340B/PHS program agreements that manufacturers must execute with HHS. Rulemaking to implement this obligation is not yet complete, and as a result the full impact of the changes is not yet certain, however the new provision could be implemented in a manner that requires us to allocate more of our products for sale under the 340B program in order to maintain the availability of federal funds to pay for their products under Medicaid and Medicare Part B coverage. Further regulatory rule making is required to define this new requirement. Additional legislative changes to the 340B program have been proposed, though it is too early to determine which changes will be adopted, or what their impact will be.

We make our products available for purchase by authorized government users of the Federal Supply Schedule (“FSS”), pursuant to their FSS contracts with the Department of Veterans Affairs. Under the Veterans Health Care Act of 1992, which is referred to as the VHC Act, the companies are required to offer discounted FSS contract pricing to four Federal agencies — the Department of Veterans Affairs, the Department of Defense, the Coast Guard and the Public Health Service (including the Indian Health Service) — for federal

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funding to be made available for reimbursement of any of our products under the Medicaid program and for our products to be eligible to be purchased by those four Federal agencies. FSS pricing to those four Federal agencies must be equal to or less than the “Federal Ceiling Price,” which is, at a minimum, 24% off the Non-Federal Average Manufacturer Price, which is referred to as “Non-FAMP,” for the prior fiscal year.

The recently enacted United States healthcare reform law imposes a fee on manufacturers and importers of branded drugs and biologics based on their sales to United States government health programs. An aggregate fee of $2.5 billion will be imposed on all covered entities for 2011. The aggregate fee will be allocated among applicable manufacturers and importers based on their relative sales to government health programs. The aggregate fee will increase to $4.1 billion for 2018 and is scheduled to be reduced to $2.8 billion for 2019. Beginning in 2013, the healthcare reform law also imposes a new excise tax on many medical devices, equal to 2.3% of the sales price, and excludes devices generally purchased by the general public at retail for individual use. In addition, the Prescription Drug User Fee Act (“PDUFA”), first enacted in 1992, sets forth user fees that pharmaceutical and biological companies pay to the FDA for certain applications for approvals of drugs and biologicals, as well as on the establishments where the products are made, and on the products themselves. The fees under PDUFA cover a substantial portion of FDA’s operating budget, and the measure also addresses aspects of the regulatory approval process, such as timing and procedures. PDUFA is subject to reauthorization by Congress in 2012, and while reauthorization is likely it is not yet certain if the measure will remain substantially unchanged, or be amended in a manner that is favorable or unfavorable to our operations.

The marketability of any products for which we receive regulatory approval for commercial sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. Federal, state and local governments in the United States have enacted and continue to consider additional legislation to limit the growth of healthcare costs, including the cost of prescription drugs. Existing and future legislation could limit payments for biologics such as the drug candidates that we are developing, including possibly permitting the federal government to negotiate prices directly with manufacturers. In addition, an increasing emphasis on managed care in the United States has increased and will continue to increase the pressure on pharmaceutical pricing. For a discussion of certain risks related to reimbursement and pricing, please see “Risk Factors — Risks Relating to the Healthcare Industry — The implementation of the 2010 health care reform law in the United States may adversely affect our business.

Other Governmental Regulation

Our operations and many of the products that we manufacture or sell are subject to extensive regulation by numerous other governmental agencies, both within and outside the United States. In the United States, apart from the agencies discussed above, our facilities, operations, employees, products (their manufacture, sale, import and export) and services are regulated by the Drug Enforcement Agency, the Environmental Protection Agency, the Occupational Health & Safety Administration, the Department of Agriculture, the Department of Labor, Customs and Border Protection, the Transportation Security Administration, the Department of Commerce, the Department of Treasury, the Department of Justice, the U.S. Office of Foreign Assets Control and others. State agencies also regulate our facilities, operations, employees, products and services within their respective states. Government agencies outside the United States also regulate public health, product registration, manufacturing, environmental conditions, labor, exports, imports and other aspects of our global operations. For further discussion of the impact of regulation on our business, see “Risk Factors — Risks Relating to the Healthcare Industry — Certain of our business practices are subject to scrutiny by regulatory authorities, as well as to lawsuits brought by private citizens under federal and state laws. Failure to comply with applicable law or an adverse decision in lawsuits may result in adverse consequences to us.”

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DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors

Pursuant to our Bylaws, we are managed by a Board of Directors (Consejo de Administración) (the “Board”), which may be composed of not less than three and not more than 15 directors. Our current Board has eleven directors. Directors may be either individuals or legal entities. Under Spanish law, our Board is responsible for our management, administration and representation in all matters concerning the business, subject to the provisions of our Bylaws and the powers conferred at the general shareholders’ meeting.

Appointment and Dismissal

Pursuant to our Bylaws, directors are elected by our shareholders to serve for a term of five years and may be re-elected to serve for an unlimited number of terms, except in the case of independent directors, who pursuant to our Board of Director’s Regulations (reglamento de funcionamiento interno del consejo de administración) (the “Board Regulations”) shall not serve as such for a period exceeding 12 years. A director may serve any number of consecutive five-year terms. A director may be either an individual or an entity represented by an individual. If a director ceases to hold office prior to the expiration of his or her term, our Board may fill the vacancy by appointing, from among our shareholders, a new director to replace the outgoing director. Any director so appointed will hold office until the next general shareholders’ meeting when the appointment may be (i) confirmed or (ii) revoked by our shareholders. Any such appointment will be only for the remainder of the term of the outgoing director, without prejudice to such director’s eventual election. A director may resign, or be removed, from office by a resolution of our general shareholders’ meeting at any time. A director who is also our shareholder may vote freely on any of our shareholders’ resolutions relating to the appointment and dismissal of directors (including the appointment or dismissal of that director).

In addition, pursuant to our Board Regulations, directors must tender their resignation to the Board and the Board may accept such resignation, in its discretion, under the following circumstances: (i) when the director ceases to hold the executive position to which such director’s appointment to the Board was related; (ii) when the director becomes unable to hold the office due to a legal cause of ineligibility or incompatibility; (iii) when the director has been formally charged with certain crimes (including, but not limited to, crimes against personal freedom, economic crimes, crimes against the justice administration) or a formal inquiry is opened against him or her by a regulator; (iv) when the director has been severely admonished by the Audit Committee for having breached his or her duties as director; (v) when the director’s participation on the Board may jeopardize our interests or when the reasons for his or her appointment cease to exist; and (vi) in the case of a proprietary director (consejero dominical), when the relevant shareholder ceases to hold its stake in us, or reduces its stake below the level that reasonably justified the appointment of such director.

In addition, under Spanish corporate law, a holder of voting shares (or group of shareholders of voting shares acting together) may, subject to availability of seats on the Board, appoint a number of directors proportionate that shareholder’s (or group of shareholders’) interest in our voting capital. If the voting capital stock represented by the shares held by such shareholder (or group of shareholders) is equal to or greater than the result of dividing our total voting capital stock by the number of directors, such shareholder (or group of shareholders) shall have the right to appoint a proportionate number of directors. For example, a shareholder holding 20 voting shares out of a total of 100 voting shares in a company with five directors will be entitled to appoint one director. Should this power be exercised, shares so pooled shall not participate in the voting for the other members of the Board. However, they may exercise their voting rights with respect to the removal of existing directors. Since such rights apply only to voting shares or non-voting shares that have recovered their voting rights, our Class B shares, and the ADS which represent them in the US, do not count towards the proportional representation right.

Our Board must appoint a Chairman from among its members. Mr. Víctor Grifols Roura is the current Chairman of our Board. The Board shall also designate one or more Vice-Chairmen, who shall be numbered consecutively, and who shall replace the Chairman in the event of impossibility to act or absence.

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Our Board may also appoint a Secretary and a Vice-Secretary. Neither the Secretary nor the Vice-Secretary is required to be a member of the Board of Directors; however, the Secretary or the Vice-Secretary will not be entitled to vote on matters before our Board unless he or she is a member of our Board. Mr. Raimon Grifols Roura is the current Secretary non-member of our Board and Ms. Nuria Martín Barnés is the current Vice-Secretary non-member of our Board.

Meetings of the Board of Directors

Pursuant to our Bylaws, a meeting of our Board may be called by the Chairman whenever he considers such a meeting necessary or suitable. The Chairman of the Board is also required to call a meeting at the request of one-third of the directors. Meetings of the Board are called through a letter sent by certified mail with requested return receipt, at least 20 days before the date of the meeting. Such notice of a meeting of the Board must state the place, date and time as well as the issues to be discussed. The Board generally holds a meeting at least every three months and is required to meet at least once a year. The Spanish Companies Law (Ley de Sociedades de Capital) and our Bylaws provide that a majority of the directors (half plus one of the directors present at a meeting) of the Board (represented in person or by proxy by another director on the Board) constitutes a quorum. Except as otherwise provided by law or specified in our Bylaws, resolutions of the Board must be passed by an absolute majority of the directors present or represented at a meeting, with the Chairman having the right to cast a deciding vote in the event of a tie.

Delegation of Powers

Pursuant to Spanish law, a board of directors may delegate its powers either to an Executive Committee (Comision Ejecutiva) or to one or more Chief Executive Officers (Consejeros Delegados). Spanish corporate law provides that resolutions appointing an Executive Committee, any Chief Executive Officer or authorizing the permanent delegation of all, or part of, such board of directors’ powers, requires a two-thirds majority of the members of such board of directors and the registration of such resolution in the Commercial Registry. Pursuant to our Bylaws, our Board may delegate all or part of its powers to one or more directors, or to an Executive Committee. Our Board may also revoke such powers at any time.

Under Spanish corporate law, a board of directors may also grant general or specific powers of attorney to any person whether or not that person is a director or a shareholder. General powers of attorney must be registered in the Commercial Registry. However, Spanish law provides that the following powers may not be delegated: (i) the formulation and submission for approval of the yearly financial statements at the general shareholders’ meeting; and (ii) those powers granted to the board of directors by a general shareholders’ meeting (unless otherwise provided in the relevant shareholders’ resolution).

Mr. Víctor Grifols Roura is currently the Chairman of the Board and Chief Executive Officer (Consejero Delegado) of Grifols, S.A.

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Set forth below are the names and current positions of Grifols, S.A.’s directors:

Name	Title	Type	Director Since
Víctor Grifols Roura	Director, Chairman of the Board and Chief Executive Officer (Consejero Delegado)	Executive	July 1991(1)
Juan Ignacio Twose Roura	Director	Executive	April 2000(2)
Ramón Riera Roca	Director	Executive	April 2000(3)
Tomás Dagá Gelabert	Director	Other External	April 2000
Thorthol Holdings B.V. (represented by Mr. José Antonio Grifols Gras)	Director	Proprietary	January 2000(4)
Thomas H. Glanzmann	Director	Other External	April 2006
Edgar Dalzell Jannotta	Director	Independent	December 2006
Anna Veiga Lluch	Director	Independent	December 2008
William Brett Ingersoll	Director	Independent	June 2011
Luis Isasi Fernandez De Bobadilla	Director	Independent	May 2011
Steven Francis Mayer	Director	Independent	June 2011
Raimon Grifols Roura	Secretary non-member	—	July 2001
Nuria Martín Barnés	Vice Secretary non-member	—	July 2001

(1)	Between July 8, 1991 and May 30, 2002, Mr. Víctor Grifols Roura was not a director but sat on the Board as representative of our then director Deria, S.A.
(2)	Between May 25, 2001 and May 30, 2002, Mr. Juan Ignacio Twose Roura was not a director but sat on the Board as representative of our then director Grifols Engineering, S.A.
(3)	Between May 25, 2001 and May 30, 2002, Mr. Ramón Riera Roca was not a director but sat on the Board as representative of our then director Grifols International, S.A.
(4)	Thorthol Holdings B.V. is represented on the Board of Directors by Mr. José Antonio Grifols Gras. Between January 20, 2000 and June 1, 2002 Thorthol Holdings B.V. was not a director but its current representative on the Board, Mr. José Antonio Grifols Gras, sat on the Board as director.

Director Biographies

Víctor Grifols Roura

Mr. Grifols Roura, who in 1985 succeeded his father as Chief Executive Officer of our predecessor, headed the 1987 reorganization that created the company that we are today. Mr. Grifols Roura originally joined our predecessor in 1973 as an Export Manager and later served as Sales Manager. Mr. Grifols Roura earned a business administration degree from the University of Barcelona.

Juan Ignacio Twose Roura

Mr. Twose has served as a director of our predecessor, and now Grifols, S.A., since 1973. He has also served as our Vice-President of Manufacturing since 1988. Mr. Twose has been responsible for our industrial division since our creation. Mr. Twose received a degree in Industrial Engineering from the Escuela Técnica Superior of Barcelona.

Ramón Riera Roca

Mr. Riera has served as our director since 2000. He also serves as our Vice-President of Marketing and Sales. Mr. Riera joined our predecessor in 1977, became the Vice President of Marketing & Sales in 1988 and Managing Director of Grifols International in 1997. Mr. Riera earned a degree in Chemical Sciences from the Autonomous University of Barcelona.

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Tomás Dagá Gelabert

Mr. Dagá has served as our director since April 2000. Mr. Dagá is also a member of the board of directors of Scranton Enterprises B.V., Zambon, S.A., Pharmazam S.A. and StoraEnso Barcelona, S.A. Mr. Dagá is also a trustee of the Joaquim Molins Figueras Foundation in Barcelona. Mr. Dagá is the managing partner of the Barcelona office of the law firm Osborne Clarke Spain. Prior to joining Osborne Clarke, Mr. Dagá worked in the corporate and tax department of Peat Marwick Mitchell & Co. in Barcelona from December 1979 to September 1986. Mr. Dagá earned a law degree from the University of Barcelona.

José Antonio Grifols Gras

Dr. Grifols has served as a director of Grifols, S.A. representing Thorthol Holdings B.V. since June 2002. Dr. Grifols has been a professor of Theoretical Physics at the Autonomous University of Barcelona since September 1990 and the head of the Physics Department of the university since September 2002. Dr. Grifols’ activities involve both teaching undergraduate and graduate courses (that include quantum mechanics, general relativity and cosmology) and doing research in high energy physics, astrophysics and cosmology. Dr. Grifols trained as a physicist in many European and American Institutions including Max-Planck-Institut (Munich, 1971-1974, 1981), Stanford University (1976-1978), CERN (Geneva, 1983, 1984, 1987, 1995), Deutsches Elektronen Synchrotron (Hamburg, 1986, 1987, 1988), Oxford University (1984), University of Florida (Gainesville, 1985), Lawrence Berkeley Laboratory (Berkeley, 1987) and Fermi National Laboratory (Chicago, 1996).

Thomas H. Glanzmann

Mr. Glanzmann has served as our director since April 2006. Following the acquisition, Mr. Glanzmann was appointed Chairman of Grifols Inc. and was hired by Grifols, S.A. to lead the integration of Talecris. In addition, he is currently the Chief Executive Officer and President of Gambro AB. Prior to his current position, Mr. Glanzmann was the CEO and Managing Director of HemaCue. He also was a Senior Advisor to the Executive Chairman and Acting Managing Director at The World Economic Forum. Between 1988 and 2004 he held various positions at Baxter Healthcare: Senior Vice President and Corporate Officer of Baxter Healthcare Corporation; President of Baxter Bioscience; Chief Executive Officer of Immuno International; and President of the European Biotech Group, among other positions. Between 1984 and 1988 he worked at Philip Morris where he amongst other positions was the country manager for Norway, Denmark and Iceland. Mr. Glanzmann holds a M.B.A. from IMD in Switzerland and a B.A. in Political Science from Dartmouth College, USA.

Edgar Dalzell Jannotta

Mr. Jannotta has served as our independent director since December 2006. In March 2001, he was named Chairman of William Blair & Company, L.L.C., an international investment banking firm. Mr. Jannotta joined William Blair & Company in 1959 as an Associate, became a Partner in January 1965 and was Managing Partner from 1977 to 1995. Before being appointed Managing Partner, Mr. Jannotta worked on investment banking and private equity transactions in the corporate finance department. He was Chairman of the Securities Industry Association (1982) and has served as a director of the New York Stock Exchange Inc. He serves as a director on the boards of Aon Corporation, Commonwealth Edison Company, Molex Incorporated, and Sloan Valve Company. Mr. Jannotta completed his undergraduate studies at Princeton University and received his M.B.A. from Harvard Business School.

Anna Veiga Lluch

Ms. Veiga has served as our director since 2008. She graduated in Biology (1974-1979) and received her Ph.D. at Universidad Autonoma de Barcelona in 1991. She has been the IVF laboratory Director at the Reproductive Medicine Service, Institut Universitari Dexeus from 1982 to 2005. She is the Director of the Barcelona Stem Cell Bank at the Centre for Regenerative Medicine in Barcelona, the Scientific Director at the Reproductive Medicine Service, Institut Universitari Dexeus and Associate professor at the Departament de

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Ciències Experimentals i de la Vida, Universitat Pompeu Fabra. Her main areas of interest are Clinical Embryology, Reproductive Genetics, Embryonic and Pluripotent Stem Cell research and Bioethics.

W. Brett Ingersoll

Mr. Ingersoll has served as our independent director since June 2011. Prior to such time Mr. Ingersoll served as a member of the board of directors of Talecris Biotherapeutics Holdings Corp. from April 2005. Mr. Ingersoll has served as managing director of Cerberus Capital Management, L.P. and predecessor entities since November 2002 and co-head of private equity of Cerberus globally. From 1993 until 2002, Mr. Ingersoll served as a partner for J.P. Morgan Partners. In addition, Mr. Ingersoll is also a member of the boards of directors of the following companies: Steward Healthcare System, LLC, DynCorp International, EntreCap Financial, LLC, ACE Aviation Holdings, Inc., AerCap Holdings N.V. y EnduraCare Therapy Management, LLC. Mr. Ingersoll received his BA in Economics from Brigham Young University and his MBA from Harvard Business School.

Steven F. Mayer

Mr. Mayer has served as our independent director since June 2011. Prior to such time Mr. Mayer served as a member of the board of directors of Talecris Biotherapeutics Holdings Corp. from April 2005. Mr. Mayer is the managing director of Cerberus California, LLC and predecessor entities since November 2002 and co-head of private equity of Cerberus globally. Mr. Mayer is also member of the boards of directors of BlueLinx Holdings, Inc., DecisionOne Corporation, LNR Property Holdings, Ltd. and Spyglass Entertainment, LLC. Mr. Mayer received his AB, cum laude, from Princeton University and his JD, magna cum laude, from Harvard Law School.

Luis Isasi Fernandez De Bobadilla

Mr. Isasi has served as our independent director since May 2011. He is president and managing director of Morgan Stanley España, country head for Spain, and board member of the Madrid Stock Exchange. He joined Morgan Stanley in London in 1987. Prior to that, he served as executive director at First Chicago Ltd. in London and, previously, worked in New York for the Latin American department of Morgan Guaranty Trust Co. Mr. Isasi started his professional career in Abengoa, in Seville (Spain) in 1977. Mr. Isasi has a Bachelors Degree in Business by the University of Seville, and holds a M.B.A. from Columbia Business School in New York, United States, obtained in 1982.

Biographies of the Secretary Non-Members of the Board of Directors

Raimon Grifols Roura

Mr. Grifols has served as Secretary non-member to the Board of Directors since August 2001. Mr. Grifols is also a member of the board of directors of Squadron Reinsurance Ltd., Marca Grifols, S.L., Arrahona Optimus, S.A., patron of the Probitas Fundación Privada, and secretary to the board of directors of Instituto Grifols, S.A., Xantic Spain, S.A. Mr. Grifols is a partner at Osborne Clarke Spain. Mr. Grifols earned his law degree from the University of Barcelona.

Nuria Martín Barnés

Ms. Martín has served as Vice-Secretary non-member to the Board of Directors since 2001. She is also a member of the Board of Directors of Compañía General de Inversiones, S.A., S.I.C.A.V., Gesiuris S.G.I.I.C., S.A., CAT Patrimonis, S.I.C.A.V., S.A., URC Patrimonis, S.I.C.A.V., S.A. and Technetix Spain, S.L. Ms. Martín is a Partner at Osborne Clarke Spain. Prior to joining Osborne Clarke she worked in the Corporate and Tax Department of KPMG Peat Marwick from 1982 to 1986. Ms. Martín earned her law degree from the University of Barcelona.

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Executive Officers

Our principal executive officers are:

Name	Title	Since
Víctor Grifols Roura	President and Chief Executive Officer		1985
Juan Ignacio Twose Roura	President of Global Industrial Division		1988
Ramón Riera Roca	President of Global Commercial Division		1988
Alfredo Arroyo Guerra	Chief Financial Officer		2007
Montserrat Lloveras Calvo	Director of Corporate Accounting and Reporting		1991
Antonio Viñes Páres	Director of Corporate Planning and Control		1994
Eva Bastida Tubau	Director of Scientific Affairs		2007
Vicente Blanquer Torre	Technical Director of Biological Industrial Group		1993
Mateo Florencio Borrás Humbert	Director of Global Human Resources		2008
Carlos Roura Fernández	Co-President of Global Industrial Division		1987
Francisco Javier Jorba Ribes	President of Biological Industrial Group		1995
Gregory Gene Rich	President and Chief Executive Officer of Grifols Inc.		2001
David Ian Bell	Vice President of Grifols Inc.		2003
Albert Grifols Roura	Co-President of Instituto Grifols, S.A.		1999
Nuria Pascual Lapeña	Director of Corporate Investor Relations Office		1997
Shinji Wada	President of Plasma Centers of Grifols Inc.		2003
Mary Kuhn	Executive Vice President of Grifols Inc.		2011
Joel Abelson	President of North America Commercial Division		2011

Executive Officer Biographies

The following are the biographies of our principal executive officers who are not also directors:

Alfredo Arroyo Guerra

Mr. Arroyo has served as Chief Financial Officer of Grifols, S.A. since January 2007. Previously, Mr. Arroyo served as a CFO and in various Senior Finance positions in companies such as KPMG, Carrefour, Chupa Chups, Reckitt Benckiser and Winterthur. Mr. Arroyo received a degree in Economics and is a Certified Public Accountant.

Montserrat Lloveras Calvo

Mrs. Lloveras has served as the Director of Corporate Accounting and Reporting (previously the Administration Director and Controller) since 1991. She joined our predecessor in 1984 as the Costs Analyst of the Financial Department and in 1988 was promoted to the position of Administration Director. Mrs. Lloveras received a degree and a M.B.A. from the Escuela Superior de Administración y Dirección de Empresas in Barcelona.

Antonio Viñes Páres

Mr. Viñes has served as the Director of Corporate Planning and Control (previously the Planning and Control Director) at Grifols, S.A. since 1994. He joined us in 1978, occupying several positions in the Commercial and Marketing Departments. Mr. Viñes received a degree in Biology from the Autonomous University of Barcelona.

Eva Bastida Tubau

Mrs. Bastida joined us in 2004 as the Medical Marketing Director of Grifols International, S.A. and took on the position of Director of Scientific Affairs (previously Executive Scientific Director of Grifols, S.A.) in 2007. Previously, Mrs. Bastida worked as a Clinical Scientist in the Hemostasis Department of the Hospital

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Clinic in Barcelona, Spain. In 1993-1998 she was the Head of Clinical Development at Sanofi in Barcelona, Spain and from 1999-2003 she was responsible for Worldwide Clinical Development at Sanofi-Synthelabo in Paris, France. Mrs. Bastida has obtained her Pharmacy & Medical Pharmacology Degree from the University of Barcelona and a PhD in Cell Biology at the American Red Cross in Bethesda, Maryland. She holds a PDD by IESE and she has more than 24 years of experience, six of them with us.

Vicente Blanquer Torre

Mr. Blanquer has served as the Technical Director of the Biological Industrial Group (previously the Pharmaceutical Technical Director) at Grifols, S.A. since 1993, and is responsible for both Bioscience’s Quality Assurance and Quality Control. From 1987 until 1993, he was the Deputy Technical Director, responsible for Process Quality Control concerning the Plasma derivatives manufacturing. Mr. Blanquer received a Degree in Pharmacy from the University of Barcelona.

Mateo Florencio Borrás Humbert

Mr. Borrás has served as the Director of Global Human Resources (previously Human Resources Director) at Grifols, S.A. since 2008. Previously, he served as a HR Director at different companies such as EMAYA, Nissan Motor Ibérica and others. He is a member of AEDIPE and he is an Arbitrator at the Arbitrator Corps of Catalonian Labour Court. Mr. Borrás received a degree in Psychology and a Postgraduate on Labour and Social Security, both at Universidad Central de Barcelona.

Carlos Roura Fernández

Mr. Roura has served as the co-president of the Global Industrial Division (previously the General Manager of Hospital Operations) since 1987. Mr. Roura joined us in 1977 and has held several positions since that time. Beginning in 2002, he has served as President of Farmafluid, a Spanish association of medical parenteral nutritional fluid laboratories. Since 2008, Mr. Roura is deputy Vice President of the Industrial Division. Mr. Roura is an Industrial Engineer.

Francisco Javier Jorba Ribes

Mr. Jorba has served as President of the Biological Industrial Group (previously the General Manager of Bioscience Operations) since 1995. He joined us in 1979 as Director of Plasma Procurement and Director of the A.I.P.H. Program. He was also General Manager of Biomat, S.A. from 1991 until 1995 and Managing Director of Instituto Grifols, S.A. until the consummation of the acquisition. At present, Mr. Jorba is Co-President of the Global Industrial Division. Mr. Jorba received a degree in General Medicine and Surgery in 1975 from the University of Barcelona and completed his Residency in Pediatrics in 1978 from the same University.

Gregory Gene Rich

Mr. Rich has served as the President of U.S. Operations and Chief Executive Officer and Chairman of the Grifols Inc. Board of Directors, since December 2001. Previously, Mr. Rich worked for Grupo Picking Pack, as Chief Operating Officer from December 2000 to December 2001 and from July 1997 to August 2000, as Senior Vice President for Green Cross International, the then parent of Alpha Therapeutic Corporation. Mr. Rich also worked for Alpha Therapeutic Corporation as Vice President and General Manager of International Operations from October 1995 to July 1997. In between his two terms at Alpha Therapeutic Corporation, Mr. Rich worked for us from January 1983 to October 1995 and served as our co-President for the period December 1985 through his departure in 1995. Mr. Rich earned a Bachelors of Science degree from California Polytechnic University, Pomona.

David Ian Bell

Mr. Bell joined us as a Vice President of Grifols Inc. in July 2003 and has since been responsible for Corporate Operations and Development. He also serves as General Counsel and is a member of our Executive Committee in Spain. Mr. Bell is responsible for all legal activities of our U.S. Operations, including litigation,

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mergers and acquisitions, real estate transactions, intellectual property and contracts. He is also responsible for regulatory, registrations and licensing, governmental and public affairs and human resources. Prior to joining us, Mr. Bell was Vice President and General Counsel for Alpha Therapeutic Corporation. Additionally, he was a partner in the U.S. law firm of Knapp, Petersen & Clarke where he specialized in complex litigation involving healthcare, pharmaceutical and biotechnology regulation and liability. Mr. Bell attended the University of California, Irvine, Southwestern University School of Law and a postgraduate program at Harvard Law School. He is a member of the California State Bar and is admitted to practice before the United States Supreme Court and numerous Federal Appellate and District Courts.

Albert Grifols Roura

Mr. Grifols joined us in September 1985. From 1995-1999, he served as the Director of the international subsidiaries, from 1999-2008, he served as the Managing Director of Biomat, S.A., and from 2009-2011 he served as Managing Director of Laboratorios Grifols, S.A. From January 1, 2011 through the consummation of the acquisition Mr. Grifols was the Managing Director of the Diagnostic Industrial Division. Following the consummation of the acquisition Mr. Grifols serves as Co-President of Institutio Grifols, S.A. Mr. Grifols is an Industrial Engineer. He received his degree from the Higher Technical School of Engineers of Terrassa (Polytechnic University of Catalonia).

Nuria Pascual Lapeña

Ms. Pascual joined us in 1996. She currently serves as a Director of the Corporate Investor Relations Office. Prior to joining us, she served in different positions at various banking institutions (Deutsche Bank and Banco Santander de Negocios). She is a member of the board of directors of several companies related to her family’s businesses. Ms. Pascual received a degree in Economics & Business Administration and received a Masters of Sciences in Economics from the London School of Economics and Political Sciences.

Shinji Wada

Mr. Wada started his career in the plasma industry in 1981 working for a Japanese plasma fractionation company, the Green Cross Corporation, parent company of Alpha therapeutic in Los Angeles. He assumed various positions at Alpha Therapeutic including M&A, International Sales and Marketing. After our acquisition of Alpha’s plasma fractionation business, he was assigned to manage Biomat USA, Inc., the US plasma collection arm of Grifols, S.A. and he has been CEO of Biomat USA, Inc., since 2005.

Mary Kuhn

Ms. Kuhn joined Grifols as Executive Vice President of Grifols Inc. in June 2011 and is responsible for the North American Manufacturing Division. Prior to joining Grifols Inc., Ms. Kuhn held various positions within Bayer Pharmaceuticals/Biologics and then Talecris, most recently as Executive Vice President of Operations. Ms. Kuhn received a degree in Pharmacy from Purdue University and an EMBA from the University of New Haven.

Joel Abelson

Mr. Abelson joined Grifols Inc. in June 2011 as President of North American Commercial Operations. He also serves as Corporate Vice President of Grifols Inc. Mr. Abelson worked for Talecris from March 2006-June 2011, serving most recently as Senior Vice President and General Manager, Portfolio Management and International Business. Prior to joining Talecris, Mr. Abelson worked for Bayer Healthcare (1994-2005) where he held several senior management positions in Canada and the US, including Vice President, Global Strategic Marketing, Biological Products Division. Prior to joining the private sector, Mr. Abelson held various policy and management positions with the Government of Ontario, Canada (1984-1994) including service in the Cabinet Office as a Senior Policy Advisor to the Premier’s Policy and Priorities Board. Mr. Abelson has a Bachelor of Arts (Honours) degree from Carleton University in Ottawa, Canada and a Master’s degree in Public Administration from the University of Toronto.

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Committees of our Board of Directors

Our Board has an Audit Committee (Comité de Auditoría) and an Appointments and Remuneration Committee (Comisión de Nombramientos y Retribuciones). The following is a brief description of such committees.

Audit Committee

Our Board established an Audit Committee in compliance with Article 24.bis of our Bylaws and Article 14 of the Board Regulations.

The regulations applicable to the Audit Committee are set forth in the provisions referred to above, as well as the Bylaws of the Audit Committee, which were approved by the Board and the Audit Committee on December 9, 2008. In connection with the acquisition, at a Board meeting held on May 24, 2011 our Bylaws and Board Regulations were amended to conform to NASDAQ Listing Rules and to facilitate the listing of our ADSs representing our Class B shares on NASDAQ.

The Audit Committee consists of a minimum of three directors and a maximum of five directors who are appointed by the Board based on such directors’ knowledge, competence and experience in accounting, audit and risk management matters. The majority of the members of the Audit Committee must be external directors (consejeros externos), which includes independent directors (consejeros independientes) and proprietary directors (consejeros dominicales). In addition, all members of the Audit Committee, including the chairman, must meet the independence, experience and other requirements set forth in the Exchange Act and the NASDAQ Listing Rules.

The responsibilities of the Audit Committee include:

•  Report to the shareholders at general shareholders meetings regarding matters for which the Audit Committee is responsible;

•  Have sole authority to recommend to the Board the appointment, hiring and replacement of the external auditor regardless of the faculties vested in the general shareholders’ meeting and the Board with regard to the approval of such resolutions under Spanish law;

•  Monitor the internal audit services and propose the selection, appointment, reelection and resignation of the manager of the Internal Audit Department; propose the budget for the Internal Audit Department; receive periodic information on the Internal Audit Department’s activities (including the annual work plan and annual activities reports prepared by the manager); and verify that the top management takes the conclusions and recommendations of their reports into account;

•  Set up and supervise procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, as well as the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

•  Know the process for gathering financial information and the internal control system; review the annual accounts and the periodic financial statements that should be submitted to the securities regulatory authorities and make sure that the appropriate accounting standards are followed; report to the Board on any change in the accounting standards and on balance sheet and off balance sheet risks;

•  Receive information from the auditors regarding matters that could impair their independence, or any other matters relating to conduct of audits of the financial statements as well as any other communications provided for in the legislation governing audits of financial statements and in technical auditing regulations;

•  Supervise any transactions entered into with significant shareholders as set forth in the Board Regulations; and

•  Ensure compliance with the Internal Code of Conduct for Securities Market Issues, the Board Regulations, the rules of conduct set out in the “Code of Ethics for Grifols Executives” and the “Code of Conduct for Grifols’ Employees” and, in general, any other corporate regulations; Make the necessary proposals to improve such regulations.

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The Audit Committee currently consists of Messrs. Luis Isasi Fernandez De Bobadilla, Steven F. Mayer and W. Brett Ingersoll. Mr. Tomás Dagá Gelabert serves as secretary non-member.

Appointments and Remuneration Committee

Pursuant to Article 15 of the Board Regulations, the Appointments and Remuneration Committee is required to consist of between three and five members, the majority of which must be external directors (consejeros externos), which includes independent directors (consejeros independientes) and proprietary directors (consejeros dominicales).

The responsibilities of the Appointments and Remuneration Committee include:

•  assisting in the nomination of directors, including evaluating potential nominees in light of the level of knowledge, competence and experience necessary to serve on the Board;

•  reporting and making proposals to the Board on the appointment of members to the various committees of the Board and on the persons who should hold the office of Secretary and Vice-secretary of the Board;

•  making proposals for the orderly and planned succession of the Chairman of the Board and the Chief Executive Officer;

•  reporting on proposals for the appointment and removal of any members of senior management made by the Chief Executive Officer;

•  making proposals on the remuneration plans for the Board and senior management;

•  periodically reviewing the remuneration plans of senior management, including considering their suitability and performance; and

•  reporting on transactions in which directors may have a conflict of interest.

The Appointments and Remuneration Committee currently consists of Messrs. Víctor Grifols Roura, Edgar Dalzell Jannotta and Anna Veiga Lluch. Mr. Raimon Grifols Roura serves as secretary non-member.

NASDAQ Corporate Governance Requirements

Pursuant to NASDAQ Listing Rules, as a foreign private issuer, we may elect to follow our home country practice in lieu of the corporate governance requirements of the Rule 5600 Series, with the exception of those rules that are required to be followed pursuant to the provisions of Listing Rule 5615(a)(3). We have elected to follow Spanish practices in lieu of the requirements of the Rule 5600 Series to the extent permitted under NASDAQ Listing Rule 5615(a)(3). We have disclosed on our website each requirement that we do not follow and describe the Spanish practices followed by us in lieu of such requirements. Our website is http://www.grifols.com. The information provided on our website is not part of this prospectus and is not incorporated herein by reference.

Family Relationships

Mr. Víctor Grifols Roura, the Chairman of our Board and our Chief Executive Officer, and Mr. Raimon Grifols Roura, the Secretary non-member of the Board of Directors, are brothers.

Messrs. Víctor Grifols Roura, Raimon Grifols Roura, and José Antonio Grifols Gras are the grandchildren of Mr. José Antonio Grifols i Roig, our founder.

Mr. Juan Ignacio Twose Roura, one of our directors and Vice-President of Manufacturing, is a cousin of Messrs. Víctor Grifols Roura and Raimon Grifols Roura. Mr. Francisco Javier Jorba Ribes is the brother-in-law of Mr. Víctor Grifols Roura.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of Members of the Board of Directors

Our directors are entitled to receive compensation for serving on our Board. Our Bylaws generally set forth the processes for the determination of the compensation paid to the members of our Board. Article 20 of our Bylaws provides that the maximum aggregate amount to be paid to our directors will be established each year or for the period of time decided by our shareholders at our shareholders’ meetings. The Board then determines, pursuant to Article 26 of the Board Regulations, how much of the shareholder-approved aggregate compensation amount will be allocated to each director as compensation, taking into account the recommendations of the Appointments and Remuneration Committee and their dedication to our business.

Our director compensation philosophy, as set forth in Article 27 of our Board Regulations, provides that the remuneration of external directors shall be established in a manner that provides incentives for our directors to be dedicated and involved while not creating an obstacle to their independence. To that end, Article 27 further establishes that the Board, following the advice of the Appointments and Remuneration Committee, shall take the necessary measures to ensure that external directors’ remuneration adheres to the following guidelines: (a) their remuneration is linked to their dedication, abilities and functions; and (b) they are excluded from any plans (x) consisting in the delivery of equity awards or options or other instruments linked to the value of our shares; (y) linked to our performance or (z) including retirement benefits. However, external directors may be remunerated with our shares only if they agree to hold them for the duration of the term that they hold their office.

As discussed above, our Appointments and Remuneration Committee is required, pursuant to Article 15 of the Board Regulations, to consist of between three and five members, the majority of which must be external directors (consejeros externos). In accordance with Spanish corporate governance requirements and consistent with NASDAQ Listing Rules for foreign private issuers, our Appointments and Remuneration Committee currently consists of Messrs. Víctor Grifols Roura, Edgar Dalzell Jannotta and Anna Veiga Lluch, with Mr. Dalzell and Ms. Viega in their capacity as external independent directors.

In accordance with the compensation policy outlined in our Bylaws, at the shareholders’ meeting on May 24, 2011, the shareholders set the maximum annual amount available for compensation to the external independent members of the Board of Directors at €60,000 per external director. On such date, four members of the Board were serving as external independent directors, Thomas Glanzmann, Edgar Dalzell Jannotta, Anna Veiga Lluch and Luís Isasi Fernández de Bobadilla. Messrs. Ingersoll and Mayer became external independent directors in June 2011. As of the date of this prospectus, Edgar Dalzell Jannotta, Anna Veiga Lluch, Luís Isasi Fernández de Bobadilla, W. Brett Ingersoll and Steven F. Mayer are our external independent directors.

The total compensation paid to directors in 2010, in the aggregate, amounted to approximately €2,246,000. Of the total director compensation amount, executive directors (consejeros ejecutivos) received €1,679,000 in fixed compensation and €386,000 in variable compensation and external independent directors received €180,000. The external proprietary directors do not receive any compensation for their service on the Board. In addition, none of our directors received compensation in the form of pensions or life insurance in 2010, nor did they receive equity compensation. None of our directors received attendance fees for meetings of the Board or committees of the Board.

Finally, pursuant to Article 20 of our Bylaws, our directors were reimbursed for all expenses incurred in connection with their service as a director.

In addition, subsequent to the acquisition of Talecris, one of our directors entered into a consultancy agreement for a term of three years pursuant to which he will receive compensation in the amount of $1.0 million per year with an additional $2.0 million payable upon the fulfilment of certain conditions.

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Compensation of Executive Officers

In 2010, our principal executive officers (excluding those who also served as members of the Board) were paid compensation amounting to €4,672,000 in the aggregate. The breakdown of the aggregate amount paid to such executive officers for discharging their executive duties in 2010 is set forth in the table below.

	Amount Paid
Component	in 2010
	(In thousands of Euros)
Salaries		3,779
Variable Compensation		893
Stock options and/or other securities		N/A
Other — e.g., life and health insurance		N/A
Other — e.g., pensions/savings		N/A

Salaries paid in U.S. dollars have been calculated at the exchange rate between the U.S. Dollar and the Euro as of December 31, 2010 of US$1.3362 to €1.00.

Equity and Other Incentive Programs

In 2010, no compensation was paid pursuant to a profit-sharing plan or any stock option and no other equity compensation was awarded to any of our directors or executive officers.

Pension and Retirement Compensation Programs

In 2010, no amounts were set aside or accrued by us or our subsidiaries to provide pension, retirement or similar benefits for our directors or executive officers.

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SECURITY OWNERSHIP OF MAJOR SHAREHOLDERS, DIRECTORS AND
EXECUTIVE OFFICERS

The following table sets forth certain information, including information regarding beneficial ownership of our Class A shares as of October 21, 2011, for (i) our major shareholders, including, in accordance with applicable Spanish regulations, each person or entity that is known to us to be the beneficial owner of more than 3% of our Class A shares, (ii) each of our directors, and (iii) each of our executive officers. As of that date, there were a total of 213,064,899 Class A shares issued and outstanding.

Since our Class A shares are represented through book entries, their exact ownership structure cannot be known, except through the information that the shareholders provide voluntarily or in compliance with applicable regulations, and information provided by Iberclear and its participating entities.

Beneficial ownership is determined in accordance with applicable Spanish regulations.

	Number of		Percentage of
Name of Beneficial Owner	Class A Shares		Class A Shares
Major Shareholders
Capital Research and Management Company(1)		31,995,474		15.017
Deria S.A.(2)		18,706,988		8.771
Scranton Enterprises B.V.(3)		16,149,937		7.580
Thorthol Holdings B.V.(4)		15,042,766		7.060
Víctor Grifols Lucas(5)		13,112,187		6.154
American Funds Insurance Series Growth Fund(6)		6,400,370		3.004
Directors
José Antonio Grifols Gras(4)		15,042,766		7.060
Víctor Grifols Roura		440,450		*
Edgar Dalzell Jannotta		254,127		*
Ramón Riera Roca(7)		169,085		*
Juan Ignacio Twose Roura		119,274		*
Thomas H. Glanzmann(8)		79,561		*
Tomás Dagá Gelabert		51,898		*
Anna Veiga Lluch		100		*
Luis Isasi Fernandez De Bobadilla		100		*
Steven F. Mayer		0
W. Brett Ingersoll		0		*
Executive Officers
Antonio Viñes Parés		111,115		*
Gregory Gene Rich		71,598		*
Carlos Roura Fernández		48,314		*
Francisco Javier Jorba Ribes		47,364		*
Montserrat Lloveras Calvo		35,309		*
Vicente Blanquer Torre		22,377		*
Alberto Grifols Roura		13,000		*
David Ian Bell		10,000		*
Nuria Pascual Lapeña		9,796		*
Mateo Florencio Borrás Humbert		491		*
Alfredo Arroyo Guerra		—		—
Eva Bastida Tubau		—		—
Shinji Wada		—		—
Mary Kuhn		—		—
Joel Abelson		—		—

*  Less than 1%.

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(1)	Capital Research and Management Company has indirect voting rights over all 31,995,474 our Class A shares. American Funds Insurance Series Growth Fund has direct voting rights over 8,771,882 of our Class A shares reported by Capital Research and Management Company.
(2)	The various members of the Grifols Roura family hold their respective shares indirectly through Deria S.A.
(3)	Scranton Enterprises B.V. is a corporation whose shares are owned by certain of our directors and by William Blair & Co. L.L.C. Some Grifols family members who are directors or executive officers hold part of their shares indirectly through Scranton Enterprises B.V.
(4)	The various members of the Grifols Gras family hold their respective shares indirectly through Thorthol Holdings B.V., which is represented on the Board of Directors by José Antonio Grifols Gras.
(5)	13,112,187 Class A shares are held directly by Rodellar Amsterdam B.V., through which Víctor Grifols Lucas exercises indirect voting rights.
(6)	American Funds Insurance Series Growth Fund has direct voting rights over all 6,400,370 of our Class A shares. American Funds Insurance Series Growth Fund has delegated the right to vote its proxies to Capital Research and Management Company, its investment advisor.
(7)	8,000 Class A shares are held indirectly.
(8)	61,000 Class A shares are held indirectly through Kolholmen Investments AB.

Significant Changes in Ownership

In accordance with Spanish reporting requirements, the following transfers of shares were reported to the Spanish Comisión Nacional del Mercado de Valores, or the CNMV, as of October 21, 2011: (i) April 9, 2009, FMR LLC disposed of a number of Class A shares that reduced its percentage of ownership of voting share capital below 3%; (ii) on December 4, 2009, Victor Grifols Lucas acquired a number of Class A shares that increased his percentage of ownership of voting share capital above 5%; (iii) on April 12, 2010, American Funds Insurance Series Growth Fund acquired a number of Class A shares that increased its percentage of ownership of voting share capital above 3%; (iv) on November 12, 2010, The Bank of New York Mellon Corporation disposed of a number of Class A shares that decreased its percentage of ownership of voting share capital below 3%; (v) on May 25, 2011, Fidelity International Limited disposed of a number of Class A shares that decreased its percentage of ownership of voting share capital below 1%; (vi) on June 30, 2011, Capital Research and Management Company acquired a number of Class A shares that increased its percentage of ownership of voting share capital above 15%; and (vii) on August 4, 2011, Blackrock, Inc. disposed of a number of Class A shares that decreased its percentage of ownership of voting share capital below 3%.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Patent and Trademark Use

Mr. José Antonio Grifols Gras, a member of our Board, is the manager of Marca Grifols, S.L., which owns the trademark “Grifols.” In addition, the Grifols family is the controlling shareholder of Marca Grifols, S.L. Grifols entered into a license agreement with Marca Grifols, S.L. on January 26, 1993 that permits us to use the “Grifols” trademark for 99 years. The license agreement provides that we must pay an annual fee for the license, which is based on inflation and our net sales. In 2008, 2009 and 2010, the fees for this license were €1,200,741, €1,229,559 and €1,278,462 respectively.

Certain patents that we use were originally registered in the names of Mr. Víctor Grifols Lucas, our former Chief Executive Officer. We have previously freely used many of these patents without any formal licensing agreements and without paying any consideration. In June 2004, Mr. Grifols Lucas and Mr. Grifols Roura acknowledged in writing that such patents belong to us and in February 2006, they formally completed the transfer of these patents to us for an immaterial amount.

Sale and Lease Back Transactions

On May 10, 2011 we sold five properties in Spain for an aggregate amount of €80.4 million to Gridpan Invest, S.L., a company owned by Scranton Enterprises, B.V., one of our major shareholders and a related party. These properties related primarily to non-core assets such as offices and warehouses and a factory premise. Two of the premises were sold together with their related mortgage loans for a total of €53.5 million. As a result of the sale, we recognized a net loss of €7.4 million. The prices paid for the properties were established based on appraisals made by independent appraisers.

Simultaneous with the sale, we entered into operating lease agreements with Gridpan Invest, S.L. with respect to the aforementioned properties. The key terms of the operating lease agreements are:

•  Compulsory initial term of five years;

•  Initial rent established at market prices, to be reviewed annually, based on the percentage variation in the Spanish Consumer Price Index;

•  Automatic extensions for five-year periods that can be terminated by either party by advance six month notice; and

•  Upon vacating the premises, the lessor will reimburse us for the remaining value of any leasehold improvements which we have made.

In addition, we entered into a free of charge purchase option with respect to the shares of Gridpan Invest, S.L. exercisable between May 10, 2016 and May 10, 2017. The strike price will be at market value at the date of exercise, based on appraisals made by independent appraisers. The rental expense recognized by us for the six months period ended June 30, 2011 in connection with the operating lease agreements amounted to €1,084 thousand, which related to the minimum contractual payments.

Legal Services

Mr. Tomás Dagá Gelabert, a member of our Board, Mr. Raimon Grifols Roura, Secretary of the Board, and Ms. Nuria Martín Barnés, Vice-Secretary of the Board of Directors, are partners at the Barcelona office of the Osborne Clarke, S.L.P. This law firm is advising us with regard to Spanish law in connection with the exchange offer and renders various other legal services to us. We believe that the fees we pay for these services are comparable to those we would have had to pay to a third-party law firm for similar services.

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Charitable Contributions

We currently contribute to two charitable foundations, the Mr. Víctor Grifols i Lucas Foundation and the Probitas Private Foundation. Both foundations were formed by us, and certain of our current officers and directors serve as patrons of the Probitas Private Foundation.

We contribute to the Mr. Víctor Grifols i Lucas Foundation, an entity that provides grants to further the study of bioethics. It was created in 1998 with the mission of promoting bioethics through dialogue between specialists in a range of areas. The Víctor Grifols i Lucas Foundation seeks to foster ethical attitudes in organizations, companies and individuals active in the field of human health, offering a discussion platform which provides a forum for the exchange of different perspectives on the ethics. Mr. Víctor Grifols i Lucas is our former Chief Executive Officer and the father of Mr. Víctor Grifols Roura, our Chairman of the Board and Chief Executive Officer and Mr. Raimon Grifols Roura, the Secretary non-member of the Board. In 2008, 2009, and 2010, we contributed €145,000, €251,000 and €250,500, respectively, to the Víctor Grifols i Lucas Foundation.

In addition, we contribute to the Probitas Private Foundation, an entity that provides medical and sanitary assistance to international communities that lack medical and sanitary resources or that have an urgent and essential need for such services due to catastrophes. The Probitas Private Foundation was founded by us in 2008. Messrs. Raimon Grifols Roura, a Secretary non-member of our Board of Directors, and Tomás Dagá Gelabert, one of our directors, are patrons of the Probitas Private Foundation. In 2008, 2009 and 2010, we contributed €1,250,000, €1,449,000 and €1,253,217, respectively. We have committed to contribute to Probitas Private Foundation an amount equal to 0.7% of our profits before tax each year.

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DESCRIPTION OF THE NOTES

On January 21, 2011, Giant Funding Corp. (the “Escrow Issuer”), an escrow company formed solely for the purpose of issuing the notes, completed a private offering of the existing notes. The existing notes were issued under an indenture (the “Indenture”) between the Escrow Issuer and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”). The proceeds of the offering of the existing notes were held in escrow pending consummation of the acquisition of Talecris and the satisfaction of other conditions. Upon initial issuance, the existing notes were obligations of the Escrow Issuer and were not obligations of the Grifols Inc. (the “Company”). On June 1, 2011 (the “Completion Date”), upon consummation of the acquisition of Talecris and the satisfaction of certain additional conditions described further below, the Escrow Issuer was merged with and into the Company, the Company assumed all of the Escrow Issuer’s obligations under the existing notes and the Indenture and the Guarantors became parties to the Indenture. The exchange notes will be issued by the Company under the Indenture.

You will find the definitions of capitalized terms used in this description under the heading “— Certain definitions.” For purposes of this description: the word “Company” refers only to Grifols Inc. and not to any of its subsidiaries, the word “Parent” refers to Grifols, S.A. and not to any of its subsidiaries; the words “we,” “us” and “our” each refer to Grifols, S.A. together with its consolidated subsidiaries. In addition, the term “Notes” has the meaning set forth in the Indenture and refers to the existing notes, the exchange notes and any additional notes issued under the Indenture from time to time after this exchange offer, all of which will be treated as a single class of securities under the Indenture. Certain defined terms used in this description but not defined herein have the meanings assigned to them in the Indenture. The terms of the Notes include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

This description of the notes (including the exchange notes) is intended to be a useful overview of the material provisions of the Notes and the Indenture. Since this Description of the Notes is only a summary, it does not contain all of the details found in the full text of, and is qualified in its entirety by the provisions of, the Notes and the Indenture. We urge you to read the Indenture, and any supplements thereto, because it, not this description, defines your rights as Holders of these Notes. The Company will make a copy of the Indenture available to the Holders upon request and a copy of the Indenture is filed as an exhibit to the registration statement of which this prospectus forms a part. You may request copies of the Indenture at our address set forth under the heading “Where You Can Find More Information.”

Except as the context otherwise requires, the provisions described below in this description of the Notes refer to the provisions of the Indenture as in effect beginning on the Completion Date.

Brief Description of the Notes and the Guarantees

The Notes

The Notes (including any exchange notes issued in the exchange offer) are:

•  general unsecured obligations of the Company;

•  senior in right of payment to all of the Company’s existing and any future Subordinated Indebtedness;

•  pari passu in right of payment with all of the Company’s existing and any future unsecured Indebtedness that is not by its terms expressly subordinated to the Notes;

•  effectively junior in right of payment to the Company’s existing and future secured Indebtedness, including the Company’s Obligations under the Credit Agreement, to the extent of the value of the collateral securing such Indebtedness;

•  unconditionally guaranteed by Parent and its Restricted Subsidiaries that Guarantee the Obligations under the Credit Agreement (other than any Foreign Subsidiary of the Company); and

•  structurally subordinated to Indebtedness of Subsidiaries of Parent that are not Guarantors.

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The Guarantees

Each Guarantee of the Notes is:

•  a senior unsecured obligation of each Guarantor;

•  senior in right of payment to all existing and any future subordinated Indebtedness of such Guarantor;

•  pari passu in right of payment with all existing and any future Indebtedness of that Guarantor that is not by its terms expressly subordinated to its Guarantee of the Notes;

•  effectively junior in right of payment to the existing and future secured Indebtedness of that Guarantor, including such Guarantor’s obligations under the Credit Agreement, to the extent of the value of the collateral securing such Indebtedness; and

•  structurally subordinated to Indebtedness of any Subsidiaries of that Guarantor that are not Guarantors.

Principal, Maturity and Interest

The Company initially issued $1,100,000,000 aggregate principal amount of existing notes. The Company may issue additional Notes under the Indenture from time to time. Any offering of additional Notes is subject to compliance with the covenant described below under the caption “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Any additional Notes will be identical in all respects to the Notes offered hereby, except that additional Notes will have different issuance dates and may have different issuance prices. The existing notes, the exchange notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue Notes in denominations of $2,000 and integral multiples of $1,000. The Notes will mature on February 1, 2018.

Interest on the Notes will accrue at the rate of 8.25% per annum and will be payable semi-annually in arrears on February 1 and August 1. Payments on the existing notes commenced on August 1, 2011. Payments on the exchange notes will commence on February 1, 2012. The Company will make each interest payment to the Holders of record on the immediately preceding January 15 and July 15.

Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder has given the Company wire transfer instructions, the Company will pay all principal, interest, premium, if any, and Additional Interest under the registration rights agreement, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the Holders of the Notes, and Parent or any of our Subsidiaries may act as paying agent or registrar.

Escrow Arrangements until the Completion Date

The following is a summary of the escrow arrangements with respect to the proceeds of the initial private offering of the existing notes through the Completion Date. Upon initial issuance, the existing notes were the obligations of the Escrow Issuer and were not obligations of the Company or any Guarantors. The Escrow Issuer was formed solely to issue the existing notes.

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The Indenture provides that the Escrow Issuer was required to deposit into an account (the “Escrow Account”) the net proceeds of the offering, plus an amount (either in cash or Eligible Escrow Investments) sufficient to pay an amount equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, on the Notes, through March 9, 2011. The Escrow Amount was pledged to the Trustee, for the benefit of the Holders of the Notes, and invested in certain Eligible Escrow Investments in which the Trustee, for the benefit of Holders of the Notes, had a valid and perfected security interest. Pursuant to the Indenture, the funds in the Escrow Account were to be released upon receipt by the escrow agent of an officers’ certificate from the Company to the effect that, substantially concurrently with the release from escrow:

•  the acquisition of Talecris Biotherapeutics Holdings Corp. by the Parent and its Subsidiaries had been consummated in accordance with the Merger Agreement without any waiver or amendment thereof or any consent thereunder, in any case which was materially adverse to the Holders of Notes;

•  (a) Parent and its other Subsidiaries party thereto had entered into the Credit Agreement on the terms described in the offering memorandum with such changes as were not in the aggregate materially adverse to the Holders of Notes and (b) no Default or Event of Default shall have occurred and be continuing thereunder (after giving effect to the Transactions) that shall not have been waived;

•  the Escrow Issuer had merged with and into the Company (with the Company continuing as the surviving corporation), the Company had assumed all of the obligations of the Escrow Issuer under the Notes and the Indenture and the Guarantors had become parties to the Indenture; and

•  no Default of Event of Default had occurred or was continuing under the Indenture.

In the event that satisfaction of such conditions (the date of such satisfaction, the “Completion Date”) had not taken place on or prior to the earlier to occur of (i) the determination by the Company’s Board of Directors, in its good faith judgment, that the Completion Date would not occur by March 4, 2011 (the “Outside Date”) or, in the event an Escrow Extension Election has been made, the Extended Outside Date or (ii) the Outside Date or, in the event an Escrow Extension Election has been made, the Extended Outside Date (such earlier date, the “Date of Determination”), the funds in the Escrow Account would have been released on the Special Redemption Date for the purpose of effecting the mandatory redemption (the “Special Redemption”) of the Notes in accordance with the requirements of the Indenture (see “— Special Redemption”). Notwithstanding the foregoing, the Company could by notice to the Trustee and the Escrow Agent (an “Escrow Extension Election”) delivered not later than February 25, 2010, make a one-time election to extend the Outside Date to a date (the “Extended Outside Date”) specified by the Company that was not later than September 30, 2011 so long as concurrently with the provision of such notice, the Company deposited an amount sufficient, when taken together with the amount of Eligible Escrow Investments then on deposit in the Escrow Account, to pay an amount equal to 101% of the aggregate principal amount of the Notes plus all accrued interest on the Notes through the Extended Outside Date. The Company delivered notice to the Trustee and the escrow agent on February 24, 2011 and exercised its right to make an Escrow Extension Election. The Extended Outside Date was June 30, 2011. Any excess funds remaining in the Escrow Account after the Special Redemption would be released to the Company.

Funds held in the Escrow Account, pending release for the uses set forth above, were permitted to be invested at the direction of the Escrow Issuer in Eligible Escrow Investments maturing prior to the date three business days after the Extended Outside Date; provided that such Eligible Escrow Investments were required to be held in the Escrow Account and that the Trustee, for the benefit of the Holders, was required to have a valid and perfected security interest in such Eligible Escrow Investments until their liquidation or conversion to cash for release for the uses set forth above. See “— Special Redemption.”

Prior to the Completion Date, the Escrow Issuer was required to have no business or activities (other than as contemplated above, including the merger into the Company on the Completion Date) or assets or liabilities other than the Notes, but the other restrictive covenants in the Indenture generally did not apply. Following the merger of the Escrow Issuer with and into the Company and the assumption by the Company and the Guarantors of their obligations under the Indenture and the Notes, all restrictive covenants were deemed to

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have been applicable to the Parent and its Restricted Subsidiaries beginning on the Issue Date and, to the extent that the Parent and its Restricted Subsidiaries took any action or inaction after the Issue Date and prior to the Completion Date that was prohibited by the Indenture, the Company shall have been in Default on such date. For the avoidance of doubt, and notwithstanding anything to the contrary set forth in the Indenture, consummation of the Transactions, including the entry into 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, were permitted.

On the Completion Date, the proceeds from the offering of the existing notes were disbursed from the Escrow Account and were used to pay a portion of the acquisition purchase price. The Company succeeded to the assets of the Escrow Issuer, and all accrued but undistributed income on the Eligible Escrow Investments was for the account of the Company and not the Holders.

Guarantees

The Notes are Guaranteed by Parent and the Restricted Subsidiaries that guarantee the obligations under the Credit Agreement (other than any Foreign Subsidiary of the Company and any Domestic Subsidiary that is an Immaterial Subsidiary). These Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law, after giving effect to all other obligations of that Guarantor, including its Guarantee of all obligations under the Credit Agreement. If a Guarantee were to be rendered voidable, it could be subordinated by a court to all other debt, including Guarantees and contingent liabilities, of the applicable Guarantor and, depending on the amount of such debt, a Guarantor’s liability in respect of its Guarantee could be reduced to zero. See “Risk Factors — A guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that Guarantor to satisfy claims.”

A Guarantor may not 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 us or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) 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) assumes all the obligations of that Guarantor under the Indenture and its Guarantee and the registration rights agreement pursuant to a supplemental Indenture and other documents 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 provisions of the Indenture relating to Asset Sales.

The Guarantee of a Guarantor will be released:

(1) except in the case of Parent, in connection with (a) 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, if the sale or other disposition complies with the provisions of the Indenture relating to Asset Sales or (b) 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 the Indenture relating to Asset Sales, in each case as provided below under the caption “Repurchase at the Option of Holders — Asset Sales”;

(2) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

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(3) upon Legal Defeasance or Covenant Defeasance as provided below under the heading “Legal Defeasance and Covenant Defeasance” and upon a discharge of the Indenture as provided under the heading “Satisfaction and Discharge”; or

(4) 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 (4) if it is an obligor with respect to Indebtedness that would not, under “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” be permitted to be incurred by a Restricted Subsidiary that is not a Guarantor (unless it is also designated as an Unrestricted Subsidiary).

Optional Redemption

Except as set forth below, the Notes are not redeemable at the Company’s option prior to February 1, 2014.

On or prior to February 1, 2014, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of any Qualified Equity Offering; provided that:

(1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by Parent and its Subsidiaries); and

(2) the redemption occurs within 90 days of the date of the closing of such Qualified Equity Offering.

On or 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 mailed by first-class mail to the registered address of each Holder of Notes or otherwise in accordance with the procedures of The Depository Trust Company, 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 rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the prior paragraphs, the Notes are not redeemable at the Company’s option prior to February 1, 2014. The Company is not prohibited by the terms of the Indenture, however, from acquiring the Notes by means other than a redemption, whether pursuant to an issuer tender offer, in open market transactions or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture.

On or after February 1, 2014, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, 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, if redeemed during the twelve-month period beginning on February 1 of the years indicated below:

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

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

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Special Redemption

As described under the caption, “— Escrow Arrangements through the Completion Date,” in the event that the Completion Date had not occurred on or prior to the Date of Determination, the Escrow Issuer would have been required to redeem the Notes, on the date that was 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 date of redemption. The Indenture provided that upon the receipt of written instruction from the Escrow Issuer and an officers’ certificate, the Trustee would send a notice of such redemption on behalf of the Escrow Issuer to the Holders of the Notes of such Special Redemption on the Date of Determination if the Completion Date had not occurred on or prior to such Date of Determination.

Mandatory Redemption

The Company is not required to make sinking fund payments with respect to the Notes. However, under certain circumstances, the Company may be required to offer to purchase the Notes as described under the captions “— Special Redemption” and “— Repurchase at the Option of Holders.”

Offers to Purchase; Open Market Purchases

The 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 the Indenture. However, other existing or future agreements of the Company or its Subsidiaries may limit the ability of the Company or its Subsidiaries to purchase Notes prior to maturity.

Additional Amounts

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-U.S. Guarantor”) under or with respect to such non-U.S. Guarantor’s 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 the last paragraph of this covenant;

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(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 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) above.

The foregoing provisions shall survive any termination or discharge of the 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.

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.

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 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.

Whenever in the Indenture or in this “Description of the Notes” 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

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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.

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, the 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.

Repurchase at the Option of Holders

Change of Control

Upon the occurrence of a Change in Control, the Company shall be obligated to make an offer to purchase (a “Change of Control Offer”) and each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase. The Company shall be required to purchase all Notes tendered pursuant to the Change of Control Offer and not withdrawn. Subject to compliance with the provisions of the third succeeding paragraph, within 30 days following any Change of Control, the Company will mail a notice to the Trustee and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will 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 the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

On the Change of Control payment date, the Company will, to the extent lawful:

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

(2) 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

(3) 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 will 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 will publicly announce the results of a Change of Control Offer on or as soon as practicable after the Change of Control payment date.

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 the Indenture are applicable,

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except as described below under “Legal Defeasance and Covenant Defeasance.” Except as described above with respect to a Change of Control, the 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, recapitalization, spin-off or similar transaction.

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 the 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 of redemption of all of the Notes has been given pursuant to the Indenture as described above under the caption “Optional Redemption,” 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 in place 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 Notes and such Alternate Offer shall not close unless and until the Change of Control is actually consummated.

The provisions under the Indenture relative to the Company’s obligation to make a Change of Control Offer 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 then outstanding Notes issued under the Indenture. 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.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase its Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Parent will not, and will not permit any of the Restricted Subsidiaries to, make any Asset Sale unless:

(1) 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

(2) 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.

For purposes of this provision, each of the following will be deemed to be cash:

(a) 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;

(b) any securities, Notes or other obligations received by Parent or 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;

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(c) any Voting Stock or assets referred to in clauses (2) and (3) of the following paragraph; and

(d) 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 (d) 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.

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 our option:

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

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

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

(4) any combination of the foregoing.

In the case of each of clauses (2), (3) and (4) 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 such agreement and such Net Proceeds are actually so applied within such period.

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

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50 million, the Company will 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 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 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 will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, we may use those Excess Proceeds 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 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 below under “Selection and Notice.” Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company will 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 the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

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Parent’s and the Restricted Subsidiaries’ existing and future Indebtedness may contain limitations on certain events that would constitute a Change of Control or Asset Sale or require such Indebtedness to be repurchased upon a Change of Control or Asset Sale. Moreover, the exercise by Holders of Notes of their right to require us to repurchase such Notes could cause a default under Parent’s and the Restricted Subsidiaries’ existing or future Indebtedness, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such purchases on us. In the event that a Change of Control or Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of the applicable lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain a consent or repay those borrowings, the Company will remain prohibited from purchasing Notes. In addition, the Company’s ability to pay cash to Holders of Notes upon a repurchase may be limited by the Company’s then existing financial resources. The Company cannot assure you that sufficient funds will be available when necessary to make any required repurchases. The Company’s failure to repurchase Notes in connection with a Change of Control or Asset Sale would result in a default under the Indenture. Such a default would, in turn, constitute a default under Parent’s existing Indebtedness and may constitute a default under future Indebtedness as well. The Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding. See “Amendment, Supplement and Waiver.”

Selection and Notice

If less than all of the Notes are to be redeemed or purchased at any time, the Trustee will select Notes for redemption or purchase as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

No Notes of $2,000 or less can be redeemed in part.  Notices of purchase or redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes 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 and discharge of the Indenture. 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. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. Notes held in certificated form must be surrendered to the paying agent in order to collect the redemption price. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants that are contained in the Indenture. 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 is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then Parent

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and the Restricted Subsidiaries will not be subject to the following covenants (collectively, the “Suspended Covenants”):

(1) “Repurchase at the Option of Holders — Asset Sales”;

(2) “— Restricted Payments”;

(3) “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(4) clause (d) of the first paragraph of “— Merger, Consolidation or Sale of Assets”;

(5) “— Transactions with Affiliates”;

(6) “— Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; and

(7) “— Designation of Restricted and Unrestricted Subsidiaries.”

In the event that Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, 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 will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

The period of time between the Suspension Date and the Reversion Date is referred to in this description 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 the 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 the caption “— Restricted Payments” 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 (2) of the second paragraph of “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Restricted Payments

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

(1) 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);

(2) 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);

(3) 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

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acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition, or (iii) for consideration consisting solely of Parent’s Equity Interests other than Disqualified Stock; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

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

(2) 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 the first paragraph of “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

(3) 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:

(A) 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

(B) 100% of the aggregate net cash proceeds or the fair value (as determined in good faith by the Board of Directors) 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 Subsidiaries at the time of such conversion or exchange, plus

(C) 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

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

(E) 50% of any dividends received by the Parent or any Restricted Subsidiary from any Unrestricted Subsidiary to the extent the 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.

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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 of the Indenture;

(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 (3)(B) 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 after the Company shall have complied with the provisions of the covenants described above under the captions “Repurchase at the Option of Holders — Change of Control” and “Asset Sales,” including the payment of the applicable purchase price;

(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 below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”,

(9) payments made in accordance with the Merger Agreement as disclosed under “Use of Proceeds”,

(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 the 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 $5.0 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

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any assets or securities that are required to be valued by this covenant will be determined by the Company’s Board of Directors, whose resolutions with respect thereto will be delivered to the Trustee. The Board of Directors’ 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.

Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

Parent will not, and will 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 will not issue any Disqualified Stock and will 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 the 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, determined 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.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) 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 applied pursuant to clause (1) of the third paragraph under “Repurchase at the Option of Holders — Asset Sales”;

(2) 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 Issue Date);

(3) 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);

(4) 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 Sale, 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 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 (4), not to exceed the greater of (x) $200 million and (y) 3.0% of Total Assets, at any time outstanding;

(5) 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 first paragraph of this covenant or clauses (3) through (7) and (16) of this paragraph;

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(6) the incurrence by Parent or any Restricted Subsidiary of intercompany Indebtedness owed to 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 expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to such Guarantor’s Guarantee; and

(c) (i) 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 (ii) 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 (6);

(7) 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;

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

(9) 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 covenant;

(10) 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;

(11) 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;

(12) 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;

(13) the incurrence by Parent or any Restricted Subsidiary of Indebtedness to the extent the net proceeds thereof are promptly deposited to defease the Notes as described below under the caption “Legal Defeasance and Covenant Defeasance”;

(14) 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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(15) 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;

(16) the incurrence by Parent or any of its Restricted Subsidiaries of Acquired Debt; provided that (i) such Indebtedness existed prior to the consummation of the related acquisition and was not created in contemplation thereof and (ii) to the extent the aggregate amount of Indebtedness incurred in reliance on this clause (16) 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 the first paragraph of this covenant or (b) the Fixed Charge Coverage Ratio would be greater than immediately prior to such transactions;

(17) 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;

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

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

(20) Indebtedness in an amount not to exceed $20 million issued in lieu of cash payments of Restricted Payments permitted by clause (5) of the covenant described under “— Restricted Payments”; and

(21) 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 (21), not to exceed $350 million.

For purposes of determining compliance with this covenant, 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 (1) through (21) above as of the date of incurrence thereof or is entitled to be incurred pursuant to the first paragraph of this covenant, 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 the first paragraph of this covenant 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 covenant (so long as the Indebtedness being reclassified could have been incurred under the first paragraph or under such category of Permitted Debt on the date of its incurrence) and (z) elect to comply with this covenant and the applicable definitions in any order. The accrual of interest, the accretion or amortization of original 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 covenant; 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 covenant, the maximum amount of Indebtedness that Parent or the Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

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The Company will 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 will 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.

Parent will 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.

Liens

Parent will not, and will 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:

(1) 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

(2) 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.

Any Lien created for the benefit of the Holders of the Notes pursuant to the immediately preceding paragraph 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.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Parent will not, and will not permit any of 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:

(1) 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;

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

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

(4) 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:

(1) 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

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likely to result in the Company being unable to make scheduled payments of principal and interest on the Notes as they come due;

(2) the Indenture, the Notes and the Guarantees;

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

(4) 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 the Indenture to be incurred;

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

(6) 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 (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary or of 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;

(8) 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;

(9) Liens permitted to be incurred under the provisions of the “— Liens” covenant that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) 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;

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

(12) any encumbrance or restriction on our ability or the ability of any Restricted Subsidiary to transfer its interest in any Investment not prohibited under “— Restricted Payments”;

(13) 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;

(14) 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 (1) of this paragraph;

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

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

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Merger, Consolidation or Sale of Assets

The Company may 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 and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person or Persons; unless:

(a) 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;

(b) 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 obligations of the Company under the Notes and the Indenture pursuant to an agreement in a form reasonably satisfactory to the Trustee;

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

(d) 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 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 the “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covenant or (ii) Parent’s Fixed Charge Coverage Ratio would not be less than the 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.

The Person formed by or surviving any consolidation or merger (if other than the Company) will succeed to, and be substituted for, and may exercise every right and power of the Company under the Indenture; provided that the Company shall not be released in the case of a lease of all or substantially all of its assets.

Clauses (c) and (d) of the first paragraph of this “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating us 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.

Parent may 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 its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person or Persons; unless:

(a) 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

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all obligations of Parent under its Guarantee and the Indenture pursuant to an agreement in a form reasonably satisfactory to the Trustee;

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

(c) 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 the “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covenant or (ii) Parent’s Fixed Charge Coverage Ratio would not be less than the 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.

The Person formed by or surviving any consolidation or merger (if other than Parent) will succeed to, and be substituted for, and may exercise every right and power of Parent under the Indenture; provided that Parent shall not be released in the case of a lease of all or substantially all of its assets.

Clauses (b) and (c) of the fifth paragraph of this “Merger, Consolidation or Sale of Assets” covenant 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.

Designation of Restricted and Unrestricted Subsidiaries

The Company’s Board of Directors 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 the “— Restricted Payments” covenant 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 Company’s Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Transactions with Affiliates

Parent will not, and will 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:

(1) the Affiliate Transaction is on terms that taken as a whole 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

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(2) the Company delivers to the Trustee:

(a) 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 officers’ certificate certifying that such Affiliate Transaction complies with this covenant 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

(b) 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.

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

(1) 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 their directors, officers, employees and consultants and payments and transactions pursuant thereto, in each case, in the ordinary course of business;

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

(3) 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;

(4) Permitted Investments or Restricted Payments that are permitted by the “— Restricted Payments” covenant;

(5) 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;

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

(7) 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;

(8) 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;

(9) 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;

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

(11) 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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Additional Guarantees

If Parent or any Restricted Subsidiary acquires or creates another Restricted Subsidiary (other than a Foreign Subsidiary of the Company or any 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 will execute and deliver to the Trustee a supplemental Indenture 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.

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 the 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.

Reports

Whether or not required by rules and regulations of the SEC, so long as any Notes are outstanding, Parent will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes:

(1) 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

(2) 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 the Company’s independent auditors together with a “Management’s Discussion of Analysis of Financial Condition and Results of Operations” for such fiscal quarter.

Parent will 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.

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

In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, whether or not required by the SEC, Parent will file a copy of all of the information and reports referred to in clauses (1) and (2) 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). In addition, Parent, the Company and the other Guarantors have agreed that, 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 (1) and (2) above, Parent will 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.

Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with any of its agreements hereunder for purposes of clause (4) under “Events of Default and Remedies” until

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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 covenant.

Events of Default and Remedies

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

(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 the principal of or premium, if any, on the Notes;

(3) failure by Parent or any Restricted Subsidiary to comply with the “— Merger, Consolidation or Sale of Assets” covenant or with the provision described under the heading “Repurchase at the Option of Holders — Change of Control”;

(4) failure by Parent or any Restricted Subsidiary for 60 days after notice to comply with any other 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 any 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;

(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; and

(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 constitute a Significant Subsidiary.

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In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or Parent, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Holders of the Notes 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 of the Notes notice of any continuing Default or Event of Default if it determines that withholding notices is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Additional Interest.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Interest, if any, when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

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

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

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

(4) 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

(5) 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 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 interest or Additional Interest on, or the principal of, the Notes.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Within 5 business days of an executive officer becoming actually aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

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, will have any liability for any obligations of the Company or of the Guarantors under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes 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 guarantees. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of the Company’s obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Guarantees (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

In addition, the Company’s may, at its option and at any time, elect to have the Company’s obligations and the obligations of the Guarantors released with respect to certain covenants (including the obligation to make Change of Control Offers and Asset Sale Offers) that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under the heading “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit 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;

(2) in the case of Legal Defeasance, the Company must deliver 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;

(3) in the case of Covenant Defeasance, the Company must deliver 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;

(4) 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);

(5) 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

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Agreement, but excluding the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(6) the Company must deliver 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

(7) the Company must deliver 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.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the Indenture or the Notes or the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture or 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, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder adversely affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) 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 provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders” or the minimum notice provisions required with respect to redemption of the Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) 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 then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration);

(5) make any Note payable in currency other than that stated in the Notes;

(6) make any change in the provisions of the 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;

(7) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants);

(8) make any change in the preceding amendment and waiver provisions;

(9) 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 Indenture; or

(10) release the Lien on the Escrow Amount or any funds or investment property therein otherwise then in accordance with the terms of the Indenture and the applicable escrow agreement.

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Notwithstanding the preceding, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or the Guarantees:

(1) to cure any ambiguity, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption by a successor corporation of the Company’s or a Guarantor’s obligations 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 Company’s or such Guarantor’s assets;

(4) to 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) to comply with any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor;

(7) to add a Guarantor under the Indenture;

(8) to conform the text of the Indenture, the Guarantees or the Notes to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or the Notes;

(9) to provide for the issuance of additional Notes in accordance with the limitations as set forth in the Indenture;

(10) to provide for a successor Trustee in accordance with the terms of the Indenture or to otherwise comply with any requirement of the Indenture; or

(11) to comply with the rules of any applicable securities depositary.

Where the consent of the Holders of the Notes is required to approve an amendment, supplement, waiver or consent under the Indenture, it is not necessary for the consent of the Holders of Notes to approve the particular form of any proposed amendment, supplement, waiver and consent, but it is sufficient if such consent approves the substance thereof.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) 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 been deposited in trust, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or 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 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, and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

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(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the 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;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by the Company under the Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under the 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.

In addition, the Company must deliver an officers’ certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

The Indenture provides that, except during the continuance of an event of default, the Trustee thereunder will perform only such duties as are specifically set forth in the Indenture. If an event of default has occurred and is continuing, the Trustee will exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

If the Trustee becomes a creditor of the Company or of any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must (i) eliminate such conflict within 90 days, (ii) apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the Trust Indenture Act) or (iii) resign.

The Holders of a majority in aggregate principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture and the Notes are governed by the laws of the State of New York, without regard to the principles of conflicts of law.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“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

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

“Additional Amounts” has the meaning set forth under “— Additional Amounts.”

“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.

“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 redemption price of such Note at February 1, 2014 (such redemption price being set forth in the tables appearing above under the fourth paragraph under the caption “Optional Redemption”), 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 50 basis points; over (b) the principal amount of such Note.

“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 the Parent and the Restricted Subsidiaries taken as a whole or the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under “Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under “Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of “Repurchase at the Option of Holders — Asset Sales.”

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 the 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 surplus or no longer used or useful in the conduct of business as then being conducted;

(4) a Restricted Payment that is permitted by “Certain Covenants — Restricted Payments” or a Permitted Investment;

(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 Subsidiary 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;

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(9) the granting or assumption of a Lien permitted by “Certain Covenants — Liens,” 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 Dispositions.

“Asset Sale Offer” has the meaning assigned to that term in the Indenture governing the Notes.

“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.

“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 Merger, in each case, as described in the 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

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

“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.

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“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), (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 the 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

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“Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture), other than to the Company or 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 the Indenture);

(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 Parent’s issued and outstanding Capital Stock 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 our issued and outstanding Capital Stock;

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

(5) the replacement of a majority of Parent’s Board of Directors over a two-year period from the directors who constituted our Board of Directors 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.

“Change of Control Offer” has the meaning assigned to that term in the Indenture governing the Notes.

“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) 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 Merger) or Indebtedness (including the discharge, extinguishment or repayment thereof) permitted to be incurred under the 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

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(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 re serve 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

(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;

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(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;

(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.

“Credit Agreement” means that certain credit and guaranty agreement of Parent and certain of its Subsidiaries with Deutsche Bank AG New York Branch, as administrative agent, and the other parties thereto, dated on or about the Assumption Date, 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 “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

“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 under “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

“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.

“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

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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 “Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the 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.

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

“Eligible Escrow Investments” means (1) Government Securities maturing no later than the Business Day preceding the Special Redemption Date and (2) securities representing an interest or interests in money market funds registered under the Investment Company Act of 1940 whose shares are registered under the Securities Act as investing exclusively in direct obligations of the United States of America.

“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).

“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.

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

“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

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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

(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.

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“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 the terms of the Indenture governing the Notes.

“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:

(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 banker’s acceptances;

(4) representing Capital Lease Obligations;

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(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.

“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 “Certain Covenants — Restricted Payments.” 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 “Certain Covenants — Restricted Payments.” Except as otherwise provided in the 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.

“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.

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“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 Issue Date.

“Moody’s” means Moody’s Investors Service, Inc. and 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;

(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. Guarantor” has the meaning set forth under “— Additional Amounts.”

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

“Parent” means Grifols, S.A.

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

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“Permitted Holder Group” means any group comprised solely of the Grifols family, holding directly or indirectly (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) the Parent.

“Permitted Investments” means:

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

(2) any Investment 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 under “Repurchase at the Option of Holders — Asset Sales”;

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

(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;

(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 we deem 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 the covenant described under the heading “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” and performance or completion Guarantees in the ordinary course of business;

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(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 the covenant described under the heading “Certain Covenants — Merger, Consolidation or Sale of Assets” 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 therefor;

(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; provided that the amount of any net cash proceeds that are utilized for such Investment will be excluded from clause 3(B) of the second part of the first paragraph set forth under “Certain Covenants — Restricted Payments”;

(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 and 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) other 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 clause (1) of the second paragraph of “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (ii) Indebtedness in excess of the maximum amount of Indebtedness permitted to be secured by Liens pursuant to the foregoing subclause (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

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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 (4) of the second paragraph of “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covering only the assets acquired, or financed, with such Indebtedness;

(5) Liens existing on the date of the 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 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 nondelinquent 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 our and our Restricted Subsidiaries’ 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 the 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 under the heading “Events of Default and Remedies”;

(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 bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(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 the Parent or is merged with or into or consolidated with the 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 the 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 the Parent or is merged with or into or consolidated with the 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 the 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 the 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 encumbing 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:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased, refunded or discharged (plus all accrued interest on the Indebtedness and 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

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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.

“Project Disposition” means any sale, assignment, conveyance, transfer or other disposition of facilities under construction of 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.

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

“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.

“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.

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

“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.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor 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

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(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 the 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 the 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, 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 the 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 debt 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

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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.

“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.

“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.

“Taxing Jurisdiction” has the meaning set forth under “— Additional Amounts.”

“Total Assets” means the total consolidated assets of Parent and the Restricted Subsidiaries, as shown on the most recent internal balance sheet of the 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 the issuance and sale of the Notes and the other transactions described in the offering memorandum.

“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.

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

“Unrestricted Subsidiary” means any Subsidiary (or any successor to any of them) that is designated by the Company’s Board of Directors 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 by the covenant described under the heading “Certain Covenants — Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Parent or any Restricted Subsidiary 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 its Board of Directors that is not a director or executive officer of 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 board resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted under “Certain Covenants — Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the 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 “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Company will be in default of such covenant. The Company’s Board of Directors 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 “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” 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.

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BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons, the “global notes.”

Upon issuance, each of the global notes will be deposited with the trustee as custodian for The Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC Participants”), or persons who hold interests through DTC Participants. We expect that under procedures established by DTC:

•  upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of each global note to the accounts of the DTC Participants; and

•  ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to other owners of beneficial interests in any of the global notes).

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for the Global Notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. Each settlement system controls its own operations and procedures and may change them at any time. Neither we nor the trustee are responsible for those operations or procedures.

DTC has advised us that it is:

•  a limited purpose trust company organized under the laws of the State of New York;

•  a “banking organization” within the meaning of the New York State Banking Law;

•  a member of the Federal Reserve System;

•  a “clearing corporation” within the meaning of the Uniform Commercial Code; and

•  a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. Investors who are not DTC Participants may beneficially own securities held by or on behalf of DTC only through DTC Participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the Indentures. Except as provided below, owners of beneficial interests in a global note:

•  will not be entitled to have notes represented by the global note registered in their names;

•  will not receive or be entitled to receive physical, certificated notes; and

•  will not be considered the owners or holders of the notes under the Indentures for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the Indentures.

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As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the Indentures (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC Participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC Participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC Participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated Notes

Except as set forth above, notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

•  DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

•  DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

•  we, at our option, notify the trustee that we elect to cause the issuance of certificated notes; or

•  certain other events provided in the indenture should occur.

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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

CIRCULAR 230 DISCLOSURE:

TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, WE HEREBY NOTIFY YOU THAT:

(A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY YOU FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE U.S. INTERNAL REVENUE CODE;

(B) SUCH DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS PROSPECTUS; AND

(C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

General

The following general discussion summarizes certain material U.S. federal income tax consequences applicable to beneficial owners of the existing notes who:

1. acquired such existing notes in the original offering and at the original offering price for cash,

2. exchange such existing notes in this exchange offer for exchange notes, and

3. hold the existing notes and will hold the exchange notes as capital assets within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”).

This summary does not include all of the rules which may affect the U.S. tax treatment of your investment in the exchange notes, and does not consider special rules applicable to certain taxpayers, including a dealer in securities or currencies, bank or other financial institution, regulated investment company, real estate investment trust, tax-exempt entity, insurance company, U.S. expatriate, person who or that holds notes as part of a hedging, integrated, conversion or constructive sale transaction or as part of a straddle, trader in securities that elects to use a mark-to-market method of accounting for their securities holdings, person liable for alternative minimum tax, investor who holds through partnerships or other pass-through entities, or U.S. holder whose “functional currency” for tax purposes is not the U.S. Dollar. This summary does not consider state, local or foreign tax laws.

This discussion is based upon the Code, existing and proposed Treasury Regulations thereunder, and judicial decisions and administrative interpretations thereof, in each case in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. We cannot assure holders that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax considerations described below. We have not obtained, and do not intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the U.S. federal tax considerations resulting from acquiring, holding or disposing of the existing notes or the exchange notes.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of an existing note who is:

1. an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

2. a corporation, or an entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

3. an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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4. a trust (i) if a court within the U.S. is able to exercise primary supervision over such trust’s administration and one or more U.S. persons have the authority to control all substantial decisions of such trust or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

As used herein, the term “non-U.S. holder” means an individual, corporation, estate or trust that is a beneficial owner of an existing note who is not a U.S. holder. If a partnership or other entity or arrangement taxable as a partnership holds the existing notes, the tax treatment of a partner in such a partnership will generally depend on the status of the partner and on the activities of the partnership. If you are a partner in a partnership which holds existing notes, you should consult your own tax advisors.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSIDERATIONS TO YOU OF PARTICIPATING IN THIS EXCHANGE OFFER AND HOLDING AND DISPOSING OF THE EXCHANGE NOTES, INCLUDING THE EFFECT AND APPLICABILITY OF STATE, LOCAL OR FOREIGN TAX LAWS OR ANY TAX TREATY.

Exchange of Existing Notes for Exchange Notes

The exchange of an existing note for an exchange note pursuant to this exchange offer will not be a taxable exchange for U.S. federal income tax purposes. Accordingly, holders participating in this exchange offer will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of an exchange note, and holders will be required to continue to include interest on the exchange note in gross income in the manner and to the extent described herein. A holder’s holding period for an exchange note will include the holding period for the existing note exchanged therefor. A holder’s basis in the exchange note immediately after the exchange will be the same as its basis in the existing note exchanged in this exchange offer immediately before the exchange.

The Exchange Notes

U.S. Holders

This section applies only to U.S. Holders. Non-U.S. Holders should consult the discussion below under the heading “Non-U.S. Holders.”

Payment of Stated Interest

Payment of stated interest on the exchange notes generally will be includable in the gross income of a U.S. holder as ordinary interest income at the time such payments are received or accrued in accordance with such U.S. holder’s method of accounting for U.S. federal income tax purposes.

Sale, Exchange, Redemption or Other Taxable Disposition of the Exchange Notes

Upon the sale, exchange, redemption or other taxable disposition of an exchange note, a U.S. holder generally will recognize gain or loss in an amount equal to the difference between: (i) the amount realized on the sale, exchange, redemption or other taxable disposition (other than amounts attributable to accrued but unpaid stated interest which, if not previously included in income, will be treated as interest paid on the exchange notes) and (ii) a U.S. holder’s adjusted U.S. federal income tax basis in the exchange note. A U.S. holder’s adjusted U.S. federal income tax basis in an exchange note generally will equal the amount the U.S. holder paid for the existing note exchanged for such exchange note, decreased by the amount of any payments other than qualified stated interest previously received by the U.S. holder on such note (either prior to or after such note was exchanged in the exchange offer).

Any gain or loss recognized will be capital gain or loss and will be long-term capital gain or loss if, on the date of the sale, the U.S. holder has a holding period in the exchange note (including the U.S. holder’s holding period for the existing note exchanged therefor) of more than one year. Non-corporate taxpayers are

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generally subject to tax on net long-term capital gains at a preferential rate. The deductibility of capital losses is subject to limitations.

Medicare Contribution Tax on Unearned Income

Recently-enacted legislation requires certain U.S. holders who are individuals, estates or trusts to pay an additional 3.8% tax on, among other things, interest on and capital gains from the sale or other disposition of instruments such as the existing notes and the exchange notes for taxable years beginning after December 31, 2012. U.S. holders should consult their tax advisors regarding the effect of this legislation, if any, on their ownership and disposition of the exchange notes.

Non-U.S. Holders

The following general discussion is limited to the U.S. federal income tax consequences relevant to a non-U.S. holder, as defined above. If you are not a non-U.S. holder, this section does not apply to you.

U.S. Federal Tax Withholding

The 30% U.S. federal tax withholding will not apply to any payment of interest on the exchange notes provided that the non-U.S. holder:

•  does not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury Regulations;

•  is not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership;

•  is not a bank whose receipt of interest on the exchange notes is pursuant to a loan agreement entered into in the ordinary course of business; and

•  has fulfilled the certification requirements set forth below.

The certification requirements referred to above will be fulfilled if the non-U.S. holder certifies on a properly complete and duly executed IRS Form W-8BEN, or such successor form as the IRS may designate, under penalties of perjury, that it is not a U.S. person for U.S. federal income tax purposes and provides its name and address, and (i) the non-U.S. holder files such form or successor form with the withholding agent or (ii) in the case of an exchange note held on the non-U.S. holder’s behalf by a securities clearing organization, bank or other financial institution holding customers’ securities in the ordinary course of its trade or business, the foreign financial institution fulfills the certification requirement by filing IRS Form W-8IMY (or successor form) if it has entered into an agreement with the IRS to be treated as a qualified intermediary. With respect to exchange notes held by a non-U.S. partnership and certain other non-U.S. entities, unless the non-U.S. partnership or entity has entered into a withholding agreement with the IRS, the non-U.S. partnership or entity generally will be required to provide on IRS Form W-8IMY (or successor form) and to associate with such form an appropriate certification or other appropriate documentation from each partner, other member or beneficial owner of the exchange note. A non-U.S. holder should consult its own tax advisor regarding possible additional reporting requirements.

If a non-U.S. holder cannot satisfy the requirements described above, payments of interest made to it will be subject to the 30% U.S. federal tax withholding described above, unless the non-U.S. holder provides us with a properly executed (i) IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under the benefit of a tax treaty and stating its taxpayer identification number or (ii) IRS Form W-8ECI (or successor form) stating that payments on the exchange notes are not subject to withholding of tax because such payments are effectively connected with its conduct of a trade or business in the United States, as discussed below.

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U.S. Federal Income Tax

If a non-U.S. holder is engaged in a trade or business in the United States and interest on the exchange notes is treated as effectively connected with the conduct of that trade or business, such non-U.S. holder will be subject to U.S. federal income tax on the interest on a net income basis in the same manner as if it were a U.S. holder, unless an applicable tax treaty provides otherwise. In such a case, such a non-U.S. holder will not be subject to the 30% U.S. federal tax withholding if it provides to the withholding agent a properly executed IRS Form W-8ECI or other applicable form. In addition, a non-U.S. holder that is a corporation for U.S. federal income tax purposes may be subject to a branch profits tax with respect to such non-U.S. holder’s effectively connected earnings and profits at a rate of 30% (or at a reduced rate under an applicable income tax treaty).

Sale, Exchange, Redemption or Other Taxable Disposition of the Exchange Notes

Any gain realized on the sale, exchange, redemption or other taxable disposition of exchange notes generally will not be subject to U.S. federal income tax unless:

•  that gain is effectively connected with the conduct of a trade or business in the United States by the non-U.S. holder, (and, if a tax treaty applies, such gain is attributable to a permanent establishment in the United States); or

•  the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

A holder described in the first bullet point above will be required to pay U.S. federal income tax on the net gain derived from the sale in the same manner as a U.S. holder, except as otherwise required by an applicable tax treaty, and if such holder is a foreign corporation, it may also be required to pay a branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain, or a lower rate provided by an applicable income tax treaty. A holder described in the second bullet point above will be subject to a 30% U.S. federal income tax on the gain derived from the sale, which may be offset by certain U.S. source capital losses. To the extent that the amount realized on any sale, exchange, redemption or other taxable disposition of the exchange notes is attributable to accrued but unpaid interest not previously included in income, such amount would be treated as interest and subject to tax as described above.

Information Reporting and Backup Withholding

U.S. Holders

Under the Code, a U.S. holder may be subject, under certain circumstances, to information reporting and/or backup withholding at the prevailing statutory rate provided in the Code with respect to certain payments made on or with respect to the exchange notes. This withholding applies only if a U.S. holder (i) fails to furnish the U.S. holder’s taxpayer identification number (“TIN”), which for an individual is a social security number, within a reasonable time after a request therefor, (ii) furnishes an incorrect TIN, (iii) is notified by the IRS that the U.S. holder failed to report interest or dividends properly, or (iv) fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct and that the U.S. holder has not been notified by the IRS that the U.S. holder is subject to backup withholding. To prevent backup withholding, the U.S. holder or other payee is required to properly complete IRS Form W-9. These requirements generally do not apply with respect to certain holders, including tax exempt organizations and certain financial institutions.

Backup withholding is not an additional federal income tax. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against a U.S. holder’s U.S. federal income tax liability (and may entitle such U.S. holder to a refund), provided that the required information is timely furnished to the IRS. A U.S. holder should consult the U.S. holder’s own tax advisor as to the U.S. holder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption.

230

Non-U.S. Holders

If a non-U.S. holder provides the applicable IRS Form W-8BEN, IRS Form W-8IMY or other applicable form, together with all appropriate attachments and signed under penalties of perjury, identifying the non-U.S. holder and stating that the non-U.S. holder is not a U.S. person, the non-U.S. holder will not be subject to IRS reporting requirements or U.S. backup withholding with respect to interest payments.

Under current Treasury Regulations, payments on the sale, exchange, redemption or other taxable disposition of an exchange note made to or through a U.S. office of a broker generally will be subject to information reporting and backup withholding unless the holder either certifies its status as a non-U.S. holder under penalties of perjury on the applicable IRS Form W-8BEN, IRS Form W-8IMY or other applicable form (as described above) or otherwise establishes an exemption. The payment of the proceeds on the disposition of an exchange note by a non-U.S. holder to or through a non-U.S. office of a non-U.S. broker will not be subject to backup withholding or information reporting unless the non-U.S. broker is a “U.S. Related Person” (as defined below). The payment of proceeds on the disposition of an exchange note by a non-U.S. holder to or through a non-U.S. office of a U.S. broker or a U.S. Related Person generally will not be subject to backup withholding but will be subject to information reporting unless the holder certifies its status as a non-U.S. holder under penalties of perjury or the broker has certain documentary evidence in its files as to the non-U.S. holder’s foreign status and has no actual knowledge or reason to know that such holder is a U.S. person.

For this purpose, a “U.S. Related Person” is: (i) a “controlled foreign corporation” for U.S. federal income tax purposes, (ii) a foreign person 50% or more of whose gross income from all sources for a specified three-year period is derived from activities that are effectively connected with the conduct of a U.S. trade or business or (iii) a foreign partnership with certain connections to the United States.

Backup withholding is not an additional tax and may be refunded (or credited against the holder’s U.S. federal income tax liability, if any), provided that certain required information is timely furnished to the IRS. The information reporting requirements may apply regardless of whether withholding is required. Copies of the information returns reporting such interest (including any OID) and withholding also may be made available to the tax authorities in the country in which a non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

231

EXCHANGE CONTROLS AND LIMITATIONS AFFECTING SECURITY HOLDERS

Restrictions on Foreign Investment

Under present regulations, foreign investors may transfer invested capital, capital gains and dividends out of Spain without limitation on the amount other than applicable taxes. Law 19/2003 (July 4, 2003) updated Spanish exchange control and money laundering prevention provisions, by recognizing the principle of freedom of the movement of capital between Spanish residents and nonresidents.

The law establishes procedures for the declaration of capital movements for purposes of administrative or statistical information and authorizes the Spanish government to take measures which are justified on grounds of public policy or public security. It also provides the mechanism to take exceptional measures with regard to third countries if such measures have been approved by the European Union or by an international organization to which Spain is a party.

The Spanish Stock Exchanges and securities markets are open to foreign investors. Royal Decree 664/1999, on Foreign Investments (April 23, 1999), established a new framework for the regulation of foreign investments in Spain which, on a general basis, does no longer require any prior consents or authorizations from authorities in Spain (without prejudice to specific regulations for several specific sectors, such as television, radio, mining, telecommunications, etc.). Royal Decree 664/1999 requires notification of all foreign investments in Spain and liquidations of such investments upon completion of such investments to the Investments Registry of the Ministry of Economy, strictly for administrative statistical and economical purposes. Where the investment or divestiture is made in shares of a Spanish company listed on any of the Spanish Stock Exchanges, the duty to provide notice of a foreign investment or divestiture lies with the relevant entity with whom the shares (in book-entry form) have been deposited or which has acted as an intermediary in connection with the investment or divestiture.

Only investments from “tax haven” countries (as they are defined in Royal Decree 1080/1991), shall require notice before and after execution of the investment, except that no prior notice shall be required for: (i) investments in listed or publicly negotiable securities or in participations in collective investment schemes that are registered with the CNMV, and (ii) investments that do not increase the foreign ownership of the share capital of a Spanish company to over 50%. In specific instances, the Council of Ministers may agree to suspend, all or part of, Royal Decree 664/1999 following a proposal of the Ministry of Economy, or, in some cases, a proposal by the head of the government department with authority for such matters and a report of the Foreign Investment Body. These specific instances include a determination that the investments, due to their nature, form or condition, affect activities, or may potentially affect activities relating to the exercise of public powers, national security or public health. Royal Decree 664/1999 is currently suspended for investments relating to national defense. In those cases in respect of which Royal Decree 664/1999 is suspended, the affected investor must obtain prior administrative authorization in order to carry out the investment.

Exchange Controls

Payments or transfers between non-residents and residents of Spain must be made through a registered entity, such as a bank or other financial institution registered with the Bank of Spain and/or the CNMV (entidades registradas), through bank accounts opened abroad with a foreign bank or a foreign branch of a registered entity, in cash, or by check payable to bearer. All charges, payments or transfers which exceed €6,010, if made in cash or by check payable to bearer, must be notified to the Spanish exchange control authorities.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for existing notes where such notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer, at such broker-dealer’s request, for use in connection with any such resale. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus during the time periods prescribed by applicable securities laws.

We will not receive any proceeds from the issuance of exchange notes in the exchange offer or from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the exchange notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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VALIDITY OF SECURITIES

The validity of the exchange notes and the guarantees offered hereby, except for the authorization of the guarantees issued by Grifols, S.A., Instituto Grifols, S.A., Diagnostic Grifols, S.A., Movaco, S.A., Laboratorios Grifols, S.A., Grifols Italia, S.p.A., Grifols Deutschland GmbH, will be passed upon for us by Proskauer Rose LLP, New York, New York. The authorization of the guarantees issued by Grifols, S.A., Instituto Grifols, S.A., Diagnostic Grifols, S.A., Movaco, S.A., Laboratorios Grifols, S.A., will be passed upon for us by Osborne Clarke S.L.P. The authorization of the guarantee issued by Grifols Italia, S.p.A. will be passed upon for us by SLA Studio Legale Associato. The authorization of the guarantee issued by Grifols Deutschland GmbH will be passed upon for us by Osborne Clarke Germany.

EXPERTS

The consolidated balance sheets of Grifols, S.A. and its subsidiaries as of December 31, 2010 and 2009 and the related consolidated income statements, consolidated statements of comprehensive income, statements of changes in consolidated equity and consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2010, have been included herein in reliance upon the report of KPMG Auditores, S.L., independent registered public accounting firm, appearing elsewhere herein, and upon the authority of the said firm as experts in accounting and auditing.

The consolidated financial statements of Talecris Biotherapeutics Holdings Corp. as of December 31, 2010 and 2009 and for each of the three years in the period ended December 31, 2010 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of such firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-4 (Reg. No. 333-          ) with respect to the securities being offered hereby. This prospectus does not contain all of the information contained in the registration statement, including the exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about use and the securities being offered hereby. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. As described below, the registration statement, including exhibits and schedules is on file at the offices of the SEC and may be inspected without charge.

We file reports and other information with the SEC. You can inspect and copy these reports, and other information at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. You can obtain copies of these materials from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-202-551-8090 for further information on the operation of the public reference room. Our SEC filings will also be available to you on the SEC’s web site. The address of this site is http://www.sec.gov.

In addition, we make available, free of charge, on or through our web site, copies of such reports and other information. We maintain a web site at http://www.grifols.com. The information contained in or connected to our web site is not part of this prospectus unless expressly provided otherwise herein. This prospectus summarizes documents that are not delivered herewith. Copies of such documents are available upon your request, without charge, by writing or telephoning us at:

Grifols, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
08174 Sant Cugat del Vallès, 08174, Barcelona, Spain

Attention: Investor Relations Telephone: (+34) 935-710-500

To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer.

You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov.

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INDEX TO FINANCIAL STATEMENTS

Grifols, S.A. and Subsidiaries

Unaudited Condensed Consolidated Interim Financial Statements:

Condensed Consolidated Balance Sheet as of June 30, 2011 and December 31, 2010	F-2
Condensed Consolidated Income Statement for the Six Months Ended June 30, 2011 and 2010	F-4
Condensed Consolidated Statement of Comprehensive Income for the Six Months Ended June 30, 2011 and 2010	F-5
Condensed Statement of Changes in Consolidated Equity for the Six Months Ended June 30, 2011 and 2010	F-6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010	F-7
Notes to Condensed Consolidated Interim Financial Statements	F-8
Appendix I — Condensed Consolidated Financial Information	F-29
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	F-37
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-38
Consolidated Income Statements for the Years Ended December 31, 2010, 2009 and 2008	F-40
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2010, 2009 and 2008	F-41
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008	F-42
Statement of Changes in Consolidated Equity for the Years Ended December 31, 2010, 2009 and 2008	F-43
Notes to the Consolidated Financial Statements	F-45
Appendix I — Operating Segments and Geographical Information	F-127
Appendix II — Changes in Goodwill and Other Intangible Assets	F-129
Appendix III — Changes in Property, Plant and Equipment	F-132
Appendix IV — Non-current Loans and Borrowings	F-135
Appendix V — Condensed Consolidated Financial Information	F-138
Talecris Biotherapeutics Holdings Corp.
Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	F-148
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-149
Consolidated Income Statements for the Years Ended December 31, 2010, 2009 and 2008	F-150
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008	F-151
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2010, 2009 and 2008	F-152
Notes to Consolidated Financial Statements	F-153
Schedule II — Valuation and Qualifying Accounts	F-206

F-1

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
At 30 June 2011 and 31 December 2010

	30/06/11		31/12/10
	(Unaudited)
	(Expressed in thousands of Euros)
ASSETS
Non-current assets
Intangible assets
Goodwill (note 6)		2,281,696		189,448
Other intangible assets (note 7)		128,474		78,299
Total intangible assets		2,410,170		267,747
Property, plant and equipment (note 7)		639,735		434,131
Investments in equity accounted investees		3,546		598
Non-current financial assets (note 12)		41,667		7,535
Deferred tax assets		139,435		34,889
Total non-current assets		3,234,553		744,900
Current assets
Inventories		997,826		527,865
Trade and other receivables
Trade receivables (note 8)		405,450		224,355
Other receivables		48,971		44,032
Current income tax assets		41,029		14,607
Trade and other receivables		495,450		282,994
Other current financial assets		19,254		12,946
Other current assets (note 9)		13,344		80,628
Cash and cash equivalents (note 10)		583,792		239,649
Total current assets		2,109,666		1,144,082
Total assets		5,344,219		1,888,982

The accompanying notes form an integral part of the unaudited condensed consolidated interim financial statements.

F-2

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets — (Continued)

	30/06/11			31/12/10
	(Unaudited)
	(Expressed in thousands of Euros)
EQUITY AND LIABILITIES
Equity
Share capital (note 11)		114,914			106,532
Share premium (note 11)		890,355			121,802
Reserves (note 11)		569,682			403,604
Own shares (note 11)		(1,927	)		(1,927	)
Profit for the period/year attributable to the Parent		19,269			115,513
Total		1,592,293			745,524
Available-for-sale financial assets		(575	)		—
Cash flow hedges		(2,331	)		(1,751	)
Translation differences		(88,734	)		(50,733	)
Other comprehensive income		(91,640	)		(52,484	)
Equity attributable to the Parent		1,500,653			693,040
Non-controlling interests		12,941			14,350
Total equity		1,513,594			707,390
LIABILITIES
Non-current liabilities
Grants		1,815			2,088
Provisions		10,461			1,378
Non-current financial liabilities
Loans and borrowings, bonds and other marketable securities		2,642,944			665,385
Other financial liabilities		72,400			10,474
Total non-current financial liabilities (note 12)		2,715,344			675,859
Deferred tax liabilities		140,075			79,141
Total non-current liabilities		2,867,695			758,466
Current liabilities
Provisions		35,828			4,365
Current financial liabilities
Loans and borrowings, bonds and other marketable securities		507,374			191,635
Other financial liabilities		17,336			18,236
Total current financial liabilities (note 12)		524,710			209,871
Debts with associates		2,352			1,162
Trade and other payables
Suppliers		266,393			160,678
Other payables		25,618			11,928
Current income tax liabilities		27,227			4,172
Total trade and other payables		319,238			176,778
Other current liabilities		80,802			30,950
Total current liabilities		962,930			423,126
Total liabilities		3,830,625			1,181,592
Total equity and liabilities		5,344,219			1,888,982

The accompanying notes form an integral part of the unaudited condensed consolidated interim financial statements.

F-3

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Income Statements
For the Six Month Period Ended 30 June 2011 and 2010

	30/06/11			30/06/10
	(Unaudited)
	(Expressed in thousands of Euros)
Continuing Operations
Revenues (note 5)		635,341			487,809
Changes in inventories of finished goods and work in progress		2,757			41,209
Self-constructed non-current assets		32,346			16,051
Supplies		(175,142	)		(157,107	)
Other operating income		1,009			631
Personnel expenses		(183,727	)		(141,972	)
Other operating expenses		(155,532	)		(98,279	)
Amortisation and depreciation (note 7)		(28,156	)		(21,434	)
Transaction costs of Talecris business combination (note 3 & 9)		(38,607	)		(2,019	)
Non-financial and other capital grants		742			550
Impairment and gains/(losses) on disposal of fixed assets (notes 6 & 7)		(22,302	)		681
Results from operating activities		68,729			126,120
Finance income		1,761			2,179
Finance expenses (notes 8 & 13)		(55,546	)		(25,285	)
Change in fair value of financial instruments (note 13)		13,945			(15,404	)
Exchange gains/(losses)		(2,122	)		1,970
Finance expense		(41,962	)		(36,540	)
Share of loss of equity accounted investees		(807	)		(728	)
Profit before income tax		25,960			88,852
Income tax expense (note 14)		(7,347	)		(23,022	)
Consolidated profit for the period		18,613			65,830
Profit attributable to equity holders of the Parent		19,269			66,408
Loss attributable to non-controlling interests		(656	)		(578	)
Basic earnings per share (Euros)		0.09			0.31
Diluted earnings per share (Euros)		0.09			0.31

The accompanying notes form an integral part of the unaudited condensed consolidated interim financial statements.

F-4

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Statement of Comprehensive Income
For the Six Month Period Ended 30 June 2011 and 2010

	30/06/11			30/06/10
	(Unaudited)
	(Expressed in
	thousands of Euros)
Consolidated profit for the period		18,613			65,830
Other comprehensive income
Income and expenses generated during the period
Measurement of financial instruments		(575	)		0
Available-for-sale financial assets		(822	)		0
Tax effect		247			0
Cash flow hedges		(2,331	)		0
Cash flow hedges		(3,829	)		0
Tax effect		1,498			0
Translation differences		(38,541	)		74,874
Income and expenses generated during the period		(41,447	)		74,874
Income and expense recognised in the income statement:
Cash flow hedges		1,751			99
Cash flow hedges		2,870			159
Tax effect		(1,119	)		(60	)
Income and expense recognised in the income statement:		1,751			99
Other comprehensive income and expenses for the period		(39,697	)		74,973
Total comprehensive income and expenses for the period		(21,083	)		140,803
Total comprehensive income/(losses) attributable to the Parent		(19,887	)		139,935
Total comprehensive income/(losses) attributable to non-controlling interests		(1,196	)		868
Total comprehensive income for the period		(21,083	)		140,803

The accompanying notes form an integral part of the unaudited condensed consolidated interim financial statements.

F-5

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Statement of Changes in Consolidated Equity
For the Six Month Period Ended 30 June 2011

	Attributable to Equity Holders of the Parent
																	Other Comprehensive Income
								Profit															Available-for			Equity
								Attributable															Sale			Attributable
	Share		Share					to			Interim			Own			Translation			Cash Flow			Financial			to			Non-Controlling
	Capital		Premium		Reserves (*)			Parent			Dividend			Shares			Differences			Hedges			Assets			Parent			Interests			Equity
	(Unaudited)
	(Expressed in thousands of Euros)
Balances at 31 December 2009		106,532		121,802		314,903			147,972			(31,960	)		(677	)		(90,253	)		(1,948	)		0			566,371			12,157			578,528
Translation differences		—		—		—			—			—			—			73,428			—			—			73,428			1,446			74,874
Cash flow hedges		—		—		—			—			—			—			—			99			—			99			—			99
Other comprehensive income for the period		0		0		0			0			0			0			73,428			99			0			73,527			1,446			74,973
Profit/(loss) for the period		—		—		—			66,408			—			—			—			—			—			66,408			(578	)		65,830
Total comprehensive income for the period		0		0		0			66,408			0			0			73,428			99			0			139,935			868			140,803
Operations with own shares		—		—		—			—			—			(1,250	)		—			—			—			(1,250	)		—			(1,250	)
Other changes		—		—		1			—			—			—			—			—			—			1			—			1
Distribution of 2009 profit
Reserves		—		—		88,783			(88,783	)		—			—			—			—			—			0			—			0
Dividends		—		—		—			(27,229	)		—			—			—			—			—			(27,229	)		(53	)		(27,282	)
Interim dividend		—		—		—			(31,960	)		31,960			—			—			—			—			0			—			0
Operations with equity holders or owners		0		0		88,784			(147,972	)		31,960			(1,250	)		0			0			0			(28,478	)		(53	)		(28,531	)
Balances at 30 June 2010		106,532		121,802		403,687			66,408			0			(1,927	)		(16,825	)		(1,849	)		0			677,828			12,972			690,800
Balances at 31 December 2010		106,532		121,802		403,604			115,513			0			(1,927	)		(50,733	)		(1,751	)		0			693,040			14,350			707,390
Translation differences		—		—		—			—			—			—			(38,001	)					—			(38,001	)		(540	)		(38,541	)
Cash flow hedges		—		—		—			—			—			—			—			(580	)		—			(580	)		—			(580	)
Available-for-sale financial assets Gains/(losses)		—		—		—			—			—			—			—			—			(575	)		(575	)		—			(575	)
Other comprehensive income for the period		0		0		0			0			0			0			(38,001	)		(580	)		(575	)		(39,156	)		(540	)		(39,696	)
Profit/(loss) for the period		—		—		—			19,269			—			—			—			—			—			19,269			(656	)		18,613
Total comprehensive income for the period		0		0		0			19,269			0			0			(38,001	)		(580	)		(575	)		(19,887	)		(1,196	)		(21,083	)
Other changes		—		—		(35	)		—			—			—			—			—			—			(35	)		(213	)		(248	)
Capital Increase (note 11)		8,382		768,553		(2,264	)		—			—			—			—			—			—			774,671			—			774,671
Other movements (note 11)		—		—		52,864			—			—			—			—			—			—			52,864			—			52,864
Distribution of 2010 profit
Reserves		—		—		115,513			(115,513	)		—			—			—			—			—			0			—			0
Operations with equity holders or owners		8,382		768,553		166,078			(115,513	)		0			0			0			0			0			827,500			(213	)		827,287
Balance at 30 June 2011		114,914		890,355		569,682			19,269			0			(1,927	)		(88,734	)		(2,331	)		(575	)		1,500,653			12,941			1,513,594

(*) Reserves include accumulated earnings and other reserves

The accompanying notes form an integral part of the unaudited condensed consolidated interim financial statements.

F-6

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Statement of Cash Flows
For the Six Month Period Ended 30 June 2011 and 2010

	30/06/11			30/06/10
	(Unaudited)
	(Expressed in thousands of Euros)
Cash flows from operating activities
Profit before tax		25,960			88,852
Adjustments for:		92,638			53,782
Amortisation and depreciation		28,156			21,434
Other adjustments:		64,482			32,348
Losses on equity accounted investments		807			728
Exchange differences		2,122			(1,970	)
Net provision charges		14,454			129
(Profit)/loss on disposal of fixed assets		9,416			(681	)
Government grants taken to income		(742	)		(550	)
Finance expense/income		37,130			33,386
Other adjustments		1,295			1,306
Changes in capital and assets		(65,159	)		13,700
Change in inventories		752			(11,982	)
Change in trade and other receivables		(66,961	)		20,239
Change in current financial assets and other current assets		(451	)		(3,875	)
Change in current trade and other payables		1,501			9,318
Other cash flows from operating activities		(36,745	)		(34,465	)
Interest paid		(34,021	)		(19,801	)
Interest recovered		999			3,861
Income tax recovered		(3,723	)		(18,525	)
Net cash from operating activities		16,694			121,869
Cash flows from investing activities
Payments for investments		(1,669,390	)		(56,997	)
Group companies and business units (note 3)		(1,615,417	)		(3,727	)
Property, plant and equipment and intangible assets		(52,838	)		(49,151	)
Property, plant and equipment		(42,841	)		(43,146	)
Intangible assets		(9,997	)		(6,005	)
Other financial assets		(1,135	)		(4,119	)
Proceeds from the sale of property, plant and equipment		69,151			2,863
Property, plant and equipment		69,151			2,863
Net cash used in investing activities		(1,600,239	)		(54,134	)
Cash flows from financing activities
Proceeds from and payments for equity instruments		(2,264	)		(1,250	)
Issue		(2,264	)		(1,250	)
Proceeds from and payments for financial liability instruments		2,235,339			(8,671	)
Issue		2,982,877			51,067
Redemption and repayment		(747,538	)		(59,738	)
Dividends and interest on other equity instruments paid		0			(53	)
Other cash flows from financing activities		(287,203	)		323
Transaction costs of financial instruments issued in the acquisition of Talecris		(287,550	)		0
Other amounts received from financing activities		347			323
Net cash from/(used in) financing activities		1,945,872			(9,651	)
Effect of exchange rate fluctuations on cash		(18,184	)		42,684
Net increase in cash and cash equivalents		344,143			100,768
Cash and cash equivalents at beginning of the period		239,649			249,372
Cash and cash equivalents at end of period		583,792			350,140

The accompanying notes form an integral part of the unaudited condensed consolidated interim financial statements.

F-7

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements

for the six month period ended 30 June 2011

(1)   General Information

Grifols, S.A. (hereinafter, the Company or the Parent Company) was founded in Spain on 22 June 1987 as a limited liability company for an indefinite period of time. Its registered and fiscal address is in Barcelona (Spain). The Company’s statutory activity is the provision of corporate administrative, management and control services and investment in real and personal property. Its main activity consists on the provision of corporate administrative, management and control services to its subsidiaries.

All the Company’s shares are listed in the Barcelona, Madrid, Valencia, and Bilbao stock exchanges and on the Spanish electronic market. Class B shares issued in May 2011, began quotation on the NASDAQ (United States) and on the Automated Quotation System in Spain on 2 June 2011 (see note 11).

Grifols, S.A. is the parent company of a Group (hereinafter the Group) which acts on an integrated basis under a common management and whose main activity is the procurement, manufacture, preparation, and sale of therapeutic products, particularly haemoderivatives.

The main manufacturing facilities of the Spanish companies of the Group are located in Barcelona, Parets del Vallés (Barcelona) and Torres de Cotillas (Murcia), while those of the North American companies are located in Los Angeles (California, USA), Clayton (North Carolina, USA) and Melville (New York, USA).

(2)   Basis of Presentation and Accounting Principles Applied

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2010 prepared in accordance with IFRS as issued by the International Accounting Standard Board (IASB).

The figures in these condensed consolidated interim financial statements are expressed in thousands of Euros.

The condensed consolidated interim financial statements of the Grifols Group for the six month period ended 30 June 2011 have been prepared based on the accounting records kept by Grifols and its subsidiaries.

Accounting principles and basis of consolidation applied

The accounting principles and basis of consolidation applied in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2010.

In addition, the following standards that entered into force in 2011 have, accordingly, been taken into account for the preparation of these condensed consolidated interim financial statements:

•  IAS 24 Revised Related Party Disclosures (effective date: 1 January 2011).

•  Amendment to IFRIC 14: Prepayment of a minimum funding requirement (effective date: 1 January 2011).

•  IFRS 7 Amendments resulting from May 2010 Annual Improvements (effective date: 1 January 2011).

•  Amendment to IFRIC 13 Customer Loyalty Programmes (effective date: 1 January 2011).

•  IAS 34 Amendments resulting from May 2010 Annual Improvements (effective date: 1 January 2011).

•  IAS 1 Amendments resulting from May 2010 Annual Improvements (effective date: 1 January 2011).

F-8

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The application of these standards has not had a significant impact on the Group’s condensed consolidated interim financial statements or has not been applicable.

The IASB also issued the following standards that are effective for reporting periods beginning after 1 July 2011:

•  Amendment to IAS 12 Deferred tax: recovery of underlying assets (effective date: 1 January 2012)

•  Amendment to IFRS 1 Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (effective date: 1 July 2011)

•  Amendment to IFRS 7 Financial Instrument: Disclosures — Transfer of Financial Assets (effective date: 1 July 2011)

•  IFRS 9 Financial instruments (effective date: 1 January 2013)

•  IFRS 10 Consolidated Financial Statements (effective date: 1 January 2013)

•  IFRS 11 Joint Arrangements (effective date: 1 January 2013)

•  IFRS 12 Disclosures of Interests in Other Entities (effective date: 1 January 2013)

•  IFRS 13 Fair Value Measurement (effective date: 1 January 2013)

•  IAS 27 Separate Financial Statements (effective date: 1 January 2013)

•  IAS 28 Investments in Associates and Joint Ventures (effective date: 1 January 2013)

•  IAS 19 Employee Benefits (effective date: 1 January 2013)

The Group has not applied any of the standards or interpretations issued prior to their effective date. The Company’s directors do not expect that any of the above amendments will have a significant effect on the consolidated financial statements.

Responsibility regarding information, estimates, hypotheses, and relevant judgments in the application of accounting policies

The information contained in these condensed consolidated interim financial statements for the six month period ended 30 June 2011 is the responsibility of the Directors of the Parent Company. The preparation of condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

These estimates are made based on the best information available and refer to:

•  The corporate tax expense which, according to IAS 34, is recognised in interim periods based on the best estimate of the average tax rate that the Group expects for the annual period.

•  The useful lives of property, plant, and equipment and intangible assets.

•  Measurement of assets and goodwill to determine any related impairment losses.

•  Evaluation of the capitalisation of development costs.

•  Evaluation of provisions and contingencies.

•  The assumptions used for calculation of the fair value of financial instruments.

•  Evaluation of the effectiveness of hedging.

•  Evaluation of the nature of leases (operating or financial).

F-9

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The estimates, hypotheses and relevant judgements used in the preparation of these condensed consolidated interim financial statements do not differ from those applied in the preparation of the consolidated financial statements as at and for the year ended 31 December 2010.

Seasonality of transactions during this period

Given the nature of the activities conducted by the Group, there are no factors that determine any significant seasonality in the Group’s operations that could affect the interpretation of these condensed consolidated interim financial statements for the six months period ended 30 June 2011 in comparison with the financial statements for a full fiscal year.

Relative importance

When determining the information to be disclosed in these Notes, in accordance with IAS 34, the relative importance in relation to these condensed consolidated interim financial statements has been taken into account.

(3)   Changes in the composition of the Group

For the preparation of its condensed consolidated interim financial statements, the Group has included its investments in all subsidiaries, associates and joint ventures. Note 1 (b) of the consolidated financial statements as at 31 December 2010 lists the subsidiaries, associates and joint ventures in which Grifols, S.A. holds a direct or indirect stake and that were included in the scope of consolidation at that date.

The main variations in the scope of consolidation during the interim period ended 30 June 2011 are detailed below:

Talecris Biotherapeutics Holdings Corp. and subsidiaries

On 2 June 2011 the Group acquired 100% of the share capital of the American company Talecris Biotherapeutics Holdings Corp. (hereinafter Talecris), which also specialises in the production of plasma-derived biological medication, for a total of Euros 2,593 million (US Dollars 3,736 million).

The operation was performed through a combined offer of cash and a new issue of Grifols non — voting shares (hereinafter Class B shares) (see note 11).

The offer was made in relation to all Talecris shares and the price offered per share amounted to US Dollars 19 in cash (totaling US Dollar 2,541 million) and 0.641 Grifols’s Class B shares for each Talecris share issued held by Talecris LLC and directors of Talecris and 0.6485 Grifols’s Class B shares for each Talecris share issued (totaling US Dollar 1,195 million).

On 2 May 2011, the Group signed a “Consent Agreement” with the Staff of the Bureau of Competition of the US Federal Trade Commission (FTC) by means of which the conditions for the merger transaction between both companies were agreed.

To satisfy the Consent Agreement conditions, the Group has signed agreements for the sale of assets and entered into certain commercial, lease and manufacturing agreements with the Italian company Kedrion, for up to seven years.

These agreements refer to the following areas:

•  Kedrion and Grifols entered into a contract manufacturing agreement to fractionate and purify Kedrion’s plasma to deliver IVIG and Albumin under Kedrion’s private label, and Factor VIII under the trade name Koate, all of them for sale only in the United States.

F-10

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

•  Grifols is committed to sell to Kedrion the Melville fractionation facility. Grifols lease from Kedrion the Melville fractionation facility being the lease term 3 years with an optional extension of up to 1 year at Grifols request.

•  Grifols transfer to Kedrion all Koate (factor VIII) technology and commercial agreements for the US market. Grifols will produce Koate for Kedrion up to a period of 7 years.

•  Grifols is committed to sell to Kedrion two plasma collection centers. In addition Grifols committed to sell 200.000 liters of source plasma to Kedrion at a fixed price.

•  Grifols authorizes Kedrion to market and sell in the US, IVIG and albumin manufactured by Grifols for Kedrion.

These conditions established in the Consent Agreement have been executed on 3 June 2011.

At the date of publication of these Condensed Consolidated Interim Financial Statements, taking into account that the transaction is recent and not all the information necessary to adequately determine the fair value of the assets, liabilities and contingent liabilities, the Group has not made any fair value adjustments to book values of Talecris at acquisitions date, prepared under IFRS. The areas under analysis are mainly tangible and intangible assets, acquired in-process research and development, customer relationships, developed and core technology, intellectual property, patents and trade names and contingent liabilities.

Details of the aggregate business combination cost and provisional fair value of the net assets acquired and provisional goodwill at the acquisition date (or excess of the cost of the business combination over the fair value of identifiable net assets acquired) follows. The values shown in the below table should therefore be considered as provisional amounts.

	Thousands of			Thousands
	Euros			of USD
Cost of business combination (valuation of Class B Shares)		829,799			1,195,574
Cash paid (19 USD per share)		1,763,601			2,540,997
Total cost of business combination		2,593,400			3,736,571
Book value of net assets acquired (provisional)		469,318			676,193
Goodwill (excess of the cost of the business combination over the fair value of identifiable net assets acquired)		2,124,082			3,060,378
		(see note 6	)
Cash paid		1,763,601			2,540,996
Cash and cash equivalents of the acquired company		(149,693	)		(215,678	)
Cash outflow for the acquisition		1,613,908			2,325,319

The fair value of Class B shares has been determined at the average price of the first weeks of quotation price on the stock exchange, being considered as a representative period for determining the fair value as they started quotation on 2 June.

Costs incurred in the acquisition amounting to Euros 55 million have been expensed as incurred and are included in Other operating expenses for an amount of Euros 38 million in the six month period ended 30 June 2011, Euros 2 million in the first half of the year 2010, and Euros 15 million in the second half of the year 2010.

Goodwill generated in the acquisition is attributed to the workforce, synergies and other expected benefits from the business combination of the assets and activities of the Group.

F-11

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The acquisition of Talecris will consolidate the Group as the world’s third largest producer of plasma products, significantly expanding its presence in the United States. Among other aspects, it will increase product availability in the market to the benefit of patients, through higher collection capacity and plasma fractionation, as well as with complementary R&D projects.

Had the acquisition taken place at 1 January 2011, the Group’s revenue for the period would be Euros 503,625 thousand higher and consolidated profit for the period, excluding exceptional items as transaction costs and stock options cancellation costs derived from the change of control, would be Euros 75,478 thousand higher. Revenues and profits corresponding to Talecris from the date of acquisition to 30 June 2011 amount to Euros 104,730 thousand and Euros 17,926 thousand.

At the date of acquisition, the amounts of recognized assets, liabilities and contingent liabilities are as follows:

	Book Value
	Thousands of		Thousands of
	Euros		USD
Intangible assets (note 7)		50,621		72,936
Property, plant and equipment (note 7)		306,401		441,462
Non — current financial assets		3,720		5,359
Deferred tax assets		80,115		115,429
Inventories		490,976		707,398
Trade and other receivables		126,772		182,653
Other assets		3,683		5,307
Cash and cash equivalents		149,693		215,678
Total assets		1,211,981		1,746,222
Non — current provisions		9,250		13,327
Non — current financial liabilities		6,289		9,061
Current financial liabilities		473,085		681,621
Current provisions		31,180		44,924
Trade and other payables		158,113		227,809
Other current liabilities		44,055		63,475
Deferred tax liabilities		20,691		29,812
Total liabilities and contingent liabilities		742,663		1,070,029
Total net assets acquired		469,318		676,193

The figures showed above correspond to the book value as at the date of publication of these Condensed Consolidated Interim Financial Statements. The fair value of the assets, liabilities and contingent liabilities was not finally determined.

(4)   Financial Risk Management Policy

At 30 June 2011 the Group’s financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements for the year ended 31 December 2010.

F-12

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

(5)   Segment Reporting

The distribution by business segments of the Group’s net revenues and consolidated income for the six month periods ended 30 June 2011 and 30 June 2010 is as follow:

	Net Revenues
	Six Months Ended		Six Months Ended
Segments	30 June 2011		30 June 2010
	(Thousands of Euros)
Bioscience		521,538		380,081
Hospital		49,289		45,146
Diagnostic		56,831		54,413
Raw materials + Other		7,683		8,169
TOTAL		635,341		487,809

	Consolidated
	Income/(loss)
	Six Months Ended			Six Months Ended
Segments	30 June 2011			30 June 2010
	(Thousands of Euros)
Bioscience		186,521			162,938
Hospital		4,786			5,196
Diagnostic		(11,264	)		4,798
Raw materials + Other		3,694			4,763
Total income of reported segments		183,737			177,695
Unallocated expenses plus net financial result		(157,777	)		(88,843	)
Profit before income tax from continuing operations		25,960			88,852

The variation in the Diagnostic profit is mainly due to the goodwill impairment recognized in this period (see note 6).

The variation in the Bioscience segment profit reflects mainly the incorporation of one month of Talecris companies amounting to Euros 35,592 thousand.

The main variation in unallocated expenses plus net financial result is mainly due to the transaction costs from the acquisition of Talecris Biotherapeutics Holdings Corp.

F-13

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

(6)   Goodwill

Details and movement in goodwill during the six months ended 30 June 2011 are as follows:

	Balance at		Business						Translation			Balance at
	31/12/10		Combination			Impairment			Differences			30/06/11
	Thousand Euros
Net value
Grifols UK,Ltd. (UK)		7,982		0			0			(370	)		7,612
Grifols Italia,S.p.A. (Italy)		6,118		0			0			0			6,118
Biomat USA, Inc. (USA)		113,052		0			0			(8,534	)		104,518
Plasmacare, Inc. (USA)		38,464		0			0			(2,903	)		35,561
Woolloomooloo Holdings Pty Ltd. (Australia)		23,832		0			(13,000	)		(415	)		10,417
Talecris Biotherapeutics
(USA)		0		2,124,082			0			(6,612	)		2,117,470
		189,448		2,124,082			(13,000	)		(18,834	)		2,281,696
				(note 3	)

Goodwill has been allocated to each of the Group’s cash-generating units (CGUs) in accordance with their respective business segments and on a geographical basis, this being the lowest level at which goodwill is controlled for management purpose and lower than the operating segments. Plasmacare, Inc. is integrated into the management of Biomat USA, Inc. for the purpose of impairment testing.

Goodwill has been allocated to the cash generating units as follows:

•  UK: bioscience segment

•  Italy: bioscience segment

•  USA: bioscience segment

•  Australia: mainly to diagnostic segment.

Goodwill resulting from the Talecris acquisition is still provisional as the estimation of the fair value of assets, liabilities and contingent liabilities of the business acquired is in progress (see note 3).

The recoverable amount of a CGU is determined based on its value in use. These calculations use cash flow projections based on the financial budgets approved by management. Cash flows estimated as of the year in which stable growth has been reached are extrapolated using the estimated growth rates indicated below.

At 30 June 2011, on the basis of the profits generated during the six-month period ended 30 June 2011, there are no indications that the goodwill of the CGUs belonging to the Bioscience segment has been impaired.

For the six months ended 30 June 2011, there was an impairment indicator for the Australia CGU and therefore goodwill impairment was prepared. The CGU’s market performance was lower than expected. As a result of the impairment test performed, an impairment of the CGU’s goodwill (diagnostic) of Euros 13,000 thousand has been accounted for at 30 June 2011.

F-14

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The key assumptions used in calculating values in use for the year ended 31 December 2010 and for the six month period ended 30 June 2011 were as follows:

	31/12/2010
	Growth Rate	Pre- Tax Discount Rate
Bioscience	2.0% - 3.0%	10.5% - 10.9%
Diagnostic	2.0%	10.4%

	30/06/2011
	Growth Rate	Pre - Tax Discount Rate
Bioscience	N/A	N/A
Diagnostic	2.0%	11.5%

Management determined budgeted gross margins based on past experience and forecast market development. Average weighted growth rates are coherent with the forecasts included in industry reports. The discount rate used reflects specific risks related to the CGU.

(7)   Other Intangible Assets and Property, Plant, and Equipment

Movement of Other Intangible Assets and Property, Plant and Equipment during the six months ended 30 June 2011 is as follows:

	Other
	Intangible			Property, Plant
	Assets			and Equipment			Total
Total Cost at 31/12/2010		151,861			656,295			808,156
Total dep. & amort. At 31/12/2010		(73,562	)		(221,515	)		(295,077	)
Impairment at 31/12/2010		0			(649	)		(649	)
Balance at 31/12/2010		78,299			434,131			512,430
Cost
Additions		9,997			43,101			53,098
Business Combination		50,621			306,401			357,022
Disposals		(588	)		(123,965	)		(124,553	)
Transfers		(126	)		(885	)		(1,011	)
Translation differences		(2,515	)		(19,327	)		(21,842	)
Total Cost at 30/06/2011		209,250			861,620			1,070,870
Depreciation & amortization
Additions		(8,630	)		(19,526	)		(28,156	)
Disposals		0			13,727			13,727
Transfers		600			411			1,011
Translation differences		816			5,553			6,369
Total dep. & amort. At 30/06/2011		(80,776	)		(221,350	)		(302,126	)
Impairment
Additions		0			114			114
Impairment at 30/06/2011		0			(535	)		(535	)
Balance at 30/06/2011		128,474			639,735			768,209

Additions in property, plant and equipment mainly relates to the Bioscience segment, Talecris contributing an amount of Euros 16 million.

F-15

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

At 30 June 2011 there are no indications that these assets have been impaired.

The key assumptions used in calculating value in use for intangible assets with indefinite useful lives for the year 2010 were as follows:

Growth rate used to extrapolate projections: 3.0%

Pre-tax discount rate: 10.9%

(a)   Sale of Spanish properties and lease back

On 10 May, 2011 the Group sold five properties based in Spain mainly related to non-core assets such as offices and warehouses and a factory premise, by an aggregated amount of Euros 80.4 million to Gridpan Invest, S.L., a company fully owned by Scranton Enterprises, B.V., a related party of Grifols, S.A. Two of the premises were sold together with its related mortgage loans amounting in total to Euros 53.5 million. As a result of the transactions the Group has recognized a net loss of Euros 7.4 million. The prices paid for the properties were established based on the appraisals made by independent appraisers.

At the same time, operating lease agreements for the aforementioned properties were entered into with Gridpan Invest, S.L., the main terms of the agreements being as follows:

•  Compulsory initial term of five years,

•  Initial rent established at market prices and will be reviewed annually, based on the percentage variation in the Spanish Consumer Price Index (CPI),

•  Automatic extensions of five-year periods that can be avoided by both parties by a six month anticipated notice.

•  Upon vacating the premises, the lessor will reimburse Grifols for the remaining value of leasehold improvements Grifols made.

In addition, the Group entered into a free of charge purchase option over the shares of Gridpan Invest, S.L. exercisable between 10 May 2016 and 10 May 2017. The strike price will be at market value at the date of exercise, based on independent appraisers.

The rental expense recognized by the Group for the six months period ended 30 June 2011 in connection with these agreements amounted to Euros 1,084 thousand, which related in full to the minimum contractual payments.

(b)   Sale of properties and equipment in the USA and lease back

On 9 June 2011 the Group entered into several agreements for the sale and lease back of a manufacturing building and related equipment to third party companies California Biogrif 330, LP and LA 300 Biologicals Financing, LP respectively. In addition, a lease was entered into for the piece of land on which the building sold is constructed, for a term of 99 years, to the same party. The sales price received for the building amounted to US Dollars 35.4 million (Euros 24.6 million) and the sales price for the equipment US Dollars 23.8 million (Euros 16.5 million).

The lease of the building has been designed as operating, while the lease of the equipment is considered as finance considering the terms of the purchase option. As a result of the sale of the building, the Group has recognized a net loss of US Dollars 2.4 million (Euros 1.3 million) mainly due to the expenses incurred on the transaction.

F-16

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The main terms of the operating lease agreement over the building are as follows:

•  Compulsory initial term of 20 years.

•  Initial rent has been established at market prices and will be reviewed annually with a 3% increase. On the first day of the sixth year, the remaining rents until year twenty will be paid in advance in a lump sum.

•  Renewal option to extend for a ten-year period at Grifols Group election.

•  Purchase options granted during the sixth year and in year twenty (20) at market value, to be estimated by independent appraisers.

The main terms of the finance lease agreement over the equipment are a compulsory term of five years, and sixty (60) monthly rent instalments of Dollars 529 thousand (Euros 369 thousand). The lease agreement is not renewable and provides for the repurchase of the equipment at the end of the term for $1.

The rental expense recognized by the Group for the six month period ended 30 June 2011 in connection with the operating lease agreement amounted to US Dollars 148 thousand (Euros 103 thousand) , which related in full to the minimum contractual payments.

Future minimum non — cancellable payments of new operating leases derived from the above mentioned operating leases and Talecris business acquisition are as follows:

	30/06/11
	Thousand Euros
Maturity:
Up to 1 year		20,990
Between 1 and 5 years		87,742
More than 5 years		17,293
Total future minimum payments		126,025

Details of minimum payments and the current finance lease liabilities incurred on the financial lease transaction over the equipment in the US described above, by maturity date, are as follows:

	30/06/11
	Current			Non-current
	Thousand Euros
Minimum payments		4,659			17,295
Interest		(1,932	)		(3,553	)
Present value		2,727			13,742

	30/06/11
	Minimum
	Payments		Interest		Present Value
	Thousand Euros
Maturity at:
Less than one year		4,659		1,932		2,727
Two years		4,391		1,486		2,905
Three years		4,391		1,119		3,272
Four years		4,391		706		3,685
Five years		4,122		242		3,880
Total		21,954		5,485		16,469

F-17

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

(8)   Trade Receivables

At 30 June 2011, some Group companies had signed purchase agreements for credit rights without recourse with certain financial institutions.

The total sum of credit rights sold without recourse, for which ownership was transferred to financial entities pursuant to the aforementioned agreements, amounts to Euros 73,116 thousand for the six month period ended at 30 June 2011 (Euros 88,747 thousand for the six month period ended 30 June 2010).

The financial expenses of these operations incurred by the Group for the six month period ended 30 June 2011 amounted to approximately Euros 2,194 thousand (Euros 3,958 thousand for the six month period ended at 30 June 2010) which are recorded under the “Finance Expenses” caption in the condensed consolidated income statement.

(9)   Other current assets

Other current assets corresponding to the costs incurred in connection with the issuance of new share capital increase have been taken to equity when the capital increase has been performed while other current assets corresponding to the issuance of senior debt and High Yield bonds, have been deducted from the financial liability when the debt has been issued (2 June 2011) (see note 12). Expenses amounting to Euros 38,607 thousand, for the six month period ended 30 June 2011, incurred related to the business combination have been expensed (Euros 2,019 thousand for the six month period ended at 30 June 2010).

(10)   Cash and Cash equivalents

At 30 June 2011, cash and cash equivalents includes Euros 428 million in a restricted cash account in order to pay the bonds proceeding from Talecris, which have been subsequently paid on 1 July 2011 (see note 12).

The Group has carried out the following investing and/or financing operations which have not required the use of cash or cash equivalents:

•  The Group has sold properties in Spain amounting to Euros 80.4 million which together with its related mortgage loan of Euros 53.5 million resulted in a net cash inflow of Euros 26.9 million (see note 7).

•  Part of the consideration paid in the acquisition of Talecris Group has been realized by delivery of Class B shares (see note 3). The issue of Class B shares has had no cash impacts.

At 30 June 2011 net cash from operating activities amounts to Euros 16,694 thousand. The impact of non-recurring effects are the following:

•  This amount includes a decrease in profit before tax due to the transaction costs incurred by the Group during the six month period ended 30 June 2011 amounting to Euros 38,607 thousand (2,019 thousand for the six months ended at 30 June 2010) that have been paid in this period.

•  Change in current trade and other payables includes Euros 19,516 thousand corresponding to business combination costs accrued by Talecris companies prior to acquisition date and paid during June 2011.

(11)   Capital and Reserves

Details of consolidated equity and changes are shown in the condensed consolidated interim statement of changes in equity, which forms part of the condensed consolidated interim financial statements.

F-18

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

(a)   Share Capital and Share Premium

As authorised by the shareholders at their extraordinary shareholders’ general meeting held on 25 January 2011, the Parent Company agreed to increase share capital through the issue of 83,811,688 new non-voting shares (Class B shares), which have been used in its acquisition of Talecris. These shares are listed on the NASDAQ Global Market (United States) and the Automated Quotation System (“mercado continuo”) (Spain).

At 30 June 2011 the Company’s share capital currently stands at 114,913,618 Euros, represented by:

•  Class A Shares: 213,064,899 ordinary shares of 0.50 Euros nominal value each, fully subscribed and paid up, of the same class and series being the ordinary shares of the Company.

•  Class B Shares: 83,811,688 preference non-voting shares of 0.10 Euros nominal value each, of the same class and series, and with the preferential rights set forth in the Company’s by laws.

On 1 June 2011 Grifols, S.A. informed that the “Nota sobre Acciones” (Securities Note) requested for the admission to trading of Class B Shares was registered. Grifols has requested the admission to trading of the Class B Shares on the Stocks Exchanges of Madrid, Barcelona, Bilbao and Valencia as well as on Automated Quotation System (“mercado continuo”) and, through the American Depositary Shares (ADSs), on the National Association of Securities Dealers Automated Quotation (NASDAQ). The trading of Class B Shares on the Stock Market Interconnection System and the ADSs on the NASDAQ started on 2 June 2011.

The fair value of the Class B Shares has been estimated as its market value on the first weeks of quotation, as they began quotation on 2 June 2011. The positive difference amounting to Euros 52,864 thousand arising between the value assigned in the deeds of the share increase (Euros 776,935 thousand) and the fair value (Euros 829,799 thousand) has been presented as reserves.

The main characteristics of the Class B shares are as follows:

•  Each Class B share entitles its holder to receive a minimum annual preferred dividend out of the distributable profits at the end of each fiscal year equal to a 0.01 Euros per Class B share if the aggregate preferred dividend does not exceed the distributable profits of that fiscal year. This preferred dividend is not cumulative if no sufficient distributable profits are obtained in the year.

•  Each Class B share is entitled to receive, in addition to the preferred dividend referred to above, the same dividends and other distributions as one Grifols ordinary share.

•  Each Class B share entitles its holder to have it redeemed under certain circumstances, if a tender offer for all or part of the shares in the Company is made and settled except if holders of Class B shares have been entitled to participate in such offer and have their shares acquired in such offer equally and on the same terms as holders of Class A shares. Terms and conditions of redemption incorporated in by laws limit the amounts to be redeemed to the existence of distributable reserves and limit the percentage of shares to be redeemed to a relation to the ordinary shares to which the offer is addressed.

•  Each Class B shares has the right to receive prior to the ordinary shares, upon the winding-up and liquidation of Grifols, an amount equal to the sum of (i) the nominal value of each Class B share, and (ii) the share premium paid-up for such Class B share when it was subscribed for. Each holder is entitled to receive, in addition to the Class B liquidation amount, the same liquidation amount that is paid to each Grifols ordinary share.

(b)   Reserves

The availability of the reserves for distribution is subject to legislation applicable to each of the Group companies. At 30 June 2011, an amount of Euros 28,811 thousand which is equivalent to the carrying amount of development costs pending amortisation of certain Spanish companies (Euros 28,876 thousand at

F-19

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

31 December 2010) are, in accordance with applicable legislation, restricted reserves which cannot be distributed until these development costs have been amortised.

Companies in Spain are obliged to transfer 10% of each year’s profits to a legal reserve until this reserve reaches an amount equal to 20% of share capital. This reserve is not distributable to shareholders and may only be used to offset losses if no other reserves are available. Under certain conditions it may be used to increase share capital provided that the balance left on the reserve is at least equal to 10% of the nominal value of the total share capital after the increase. At 30 June 2011 and 31 December 2010 the legal reserve of the Parent Company amounts to Euros 21,306 thousand.

Distribution of the legal reserves of other Spanish companies is subject to the same restrictions as those of the Parent Company and at 30 June 2011 and 31 December 2010 the balance of the legal reserves of the other Spanish companies amounts to Euros 2,106 thousand.

Other foreign Group companies have a legal reserve amounting to Euros 692 thousand at 30 June 2011 and 31 December 2010.

(c)   Own Shares

The Parent Company has executed the following transactions with its own shares during the six month period ended 30 June 2010. There were no movements in own shares from 30 June 2010 through 30 June 2011.

	Num. of Shares		Thousand Euros
Balance at 1 January 2010		53,326		677
Acquisitions		105,000		1,250
Balance at 30 June 2010 and 30 June 2011		158,326		1,927

The Parent holds own shares equivalent to 0.05% of its capital at 30 June 2011 (0.07% at 31 December 2010).

(d)   Dividends

The profits of Grifols, S.A. and subsidiaries will be distributed as agreed by respective shareholders of each company at their general meetings.

There were no dividends payments during the six month period ended 30 June 2011 and 2010. With regard to the results of the annual period 2009, the dividend approved at the Shareholder General Assembly in 2010 was paid in July 2010.

F-20

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

(12)   Financial Liabilities

The detail of non-current financial liabilities at 30 June 2011 and 31 December 2010 is as follow:

Non-current Financial Liabilities	30/06/11			31/12/10
	Thousand Euros
Issue of Corporate bonds(a)		0			446,918
Issue High Yield Bonds(a)		761,088			0
Transaction costs on bonds		(110,542	)		(5,715	)
Non-current promissory notes(a)		650,546			441,203
Tranche A (USD)		830,277			0
Tranche B (USD)		892,721			0
Tranche A (EUR)		213,125			0
Tranche B (EUR)		217,800			0
Implicit Floor and swap floor		(19,565	)		0
Transaction costs on loans and borrowings		(185,314	)		(1,365	)
Club Deal		0			100,000
Other loans		18,391			120,813
Finance lease liabilities		24,963			4,734
Loans and borrowings(b)		1,992,398			224,182
Loans and borrowings and bonds or other non current marketable securities		2,642,944			665,385
Financial derivatives		61,685			0
Other non-current financial liabilities		10,715			10,474
		2,715,344			675,859

(a)   High Yield Senior Unsecured Notes

On 13 January 2011, the Group closed its scheduled issue of High Yield Senior Unsecured Notes for an amount of US Dollars 1,100 million, with a seven year maturity period (2018) and an annual coupon of 8.25%. This issuance, together with the already completed syndicated loan disclosed in the following paragraphs, allowed the Company to obtain necessary funds to pay the acquisition of Talecris (see note 3) on 2 June 2011.

As requested by this new credit agreement, on 2 June 2011 the Group has cancelled the US Private Placement (corporate bonds) totaling US Dollar 600 million and has expensed all associated transaction costs. The make — whole premium payment related to the required extinguishment of the US Private Placement amounting to Euros 112 million has been included as transaction costs as the payment was a requirement for obtaining new credit agreement. These costs together with other debt issuance costs (underwriting fees, ticking fees, closing fees, etc.) amounting to further Euros 239 million have been deferred as transaction costs based on the allocation to the associated liabilities.

F-21

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

(b)   Loans and borrowings

On 23 November 2010 the Group signed loan agreements amounting to US Dollars 3,400 million for the purchase of Talecris. Details of this collateralized senior debt are as follows:

•  Non-current syndicated financing Tranche A: Senior Debt Loan repayable in five years divided into two tranches: U.S. Tranche A and Foreign Tranche A.

•  U.S. Tranche A :

•  Aggregate Principal Amount of US 1,200 million.

•  Applicable margin of 375 basic points (bp) linked to US Libor.

•  Floor over US Libor of 1.75%

•  Foreign Tranche A :

•  Aggregate Principal Amount of EUR 220 million.

•  Applicable margin of 400 basic points (bp) linked to Euribor.

•  Floor over Euribor of 1.75%

The detail of the Tranche A by maturity is as follows:

	US Tranche A						Foreign Tranche A
			Amortization in		Amortization in
			Thousands of US		Thousands of				Amortization in
	Currency		Dollar		Euros		Currency		Thousands of Euros
Maturity
2012		USD		112,500		77,839		EUR		20,625
2013		USD		127,500		88,217		EUR		23,375
2014		USD		180,000		124,542		EUR		33,000
2015		USD		585,000		404,760		EUR		107,250
2016		USD		195,000		134,920		EUR		35,750
Total		USD		1,200,000		830,277		EUR		220,000

•  Non-current syndicated financing Tranche B:  six year loan (payment of whole principal upon maturity) divided into two tranches: U.S. Tranche B and Foreign Tranche B.

•  U.S. Tranche B :

•  Aggregate Principal Amount of US 1,300 million.

•  Applicable margin of 425 basic points (bp) linked to US Libor.

•  Floor over US Libor of 1.75%

•  Foreign Tranche B :

•  Aggregate Principal Amount of EUR 220 million.

•  Applicable margin of 450 basic points (bp) linked to Euribor. Floor over Euribor of 1.75%

F-22

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The detail of the Tranche B by maturity is as follows:

	US Tranche B						Foreign Tranche B
			Amortization in		Amortization in
			Thousands of US		Thousands of				Amortization in
	Currency		Dollar		Euros		Currency		Thousands of Euros
Maturity
2011		USD		6,500		4,497		EUR		1,100
2012		USD		13,000		8,995		EUR		2,200
2013		USD		13,000		8,995		EUR		2,200
2014		USD		13,000		8,995		EUR		2,200
2015		USD		13,000		8,995		EUR		2,200
2016		USD		9,750		6,746		EUR		1,650
2017		USD		1,231,750		852,245		EUR		208,450
Total		USD		1,300,000		899,467		EUR		220,000

•  Senior revolving credit facility amounting to US Dollars 300 million. No amounts have been drawn against the credit facility as of 30 June 2011.

•  U.S. Revolving Credit Facility :

•  Committed Amount : US 50 million

•  Applicable margin of 375 basis point (bp).

•  U.S. Multicurrency Revolving Credit Facility:

•  Committed Amount : US 200 million

•  Applicable margin of 375 basis point (bp)

•  Foreign Revolving Credit Facility :

•  Committed Amount : US 50 million.

•  Applicable margin of 400 basis point (bp).

The total amortization plus interests of the High Yield Bond and Tranche A & B Senior Loan is detailed as follows:

			Tranche A and B Senior
	High Yield Bond		Loan
	Thousands of Euros
Maturity
2011		59,301		80,474
2012		62,790		235,792
2013		62,790		241,228
2014		62,790		279,372
2015		62,790		613,129
2016		62,790		248,557
2017		62,790		1,087,608
2018		763,994		0
Total		1,200,034		2,786,160

F-23

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The issue of the High Yield Bond and Credit Agreement are subject to compliance with certain covenants. At 30 June 2011 the Group is in compliance with these covenants.

Grifols, S.A., Grifols Inc. and significant subsidiaries are guarantors of the new debt. Significant subsidiaries are those that meet 85% of earnings before interests, tax, depreciation and amortization, 85% of total consolidated assets and 85% of aggregated turnover of the Group or represents more than 3% of the above measures.

Club Deal and bilateral loans amounting to Euros 297 million have been cancelled on 2 June 2011. All deferred costs associated with them and the remaining cash flow hedge related to the US Private Placement carried out in October 2009 (totally amounting to Euros 9.3 million) have been expensed.

(c)   Derivatives

As the floor included in Tranche A and Tranche B loans is in the money, embedded derivatives exist in those contracts, which have been fair valued and separated from the loans.

In June 2011, the Group subscribed two derivatives in order to comply with the mandatory hedging according to the Credit Agreement, a step-up interest rate swap and a swap floor, which have a notional of US Dollars 1,550 million each. The interest rate swap complies with the criteria required for hedge accounting.

The detail of derivatives at 30 June 2011 and 31 December 2010 is as follows:

	Notional at		Notional at		Value at			Value at
Financial Derivatives	30/06/11		31/12/10		30/06/11			31/12/10
	Thousands of Euros
Interest Rate Swap		50,000		50,000		(1,146	)		(1,809	)
Interest Rate Swap (Cash flow hedge)		1,072,442		—		(3,829	)		—
Implicit Floor		3,113,540		—		(54,364	)		—
Currency Rate Swap		47,800		—		(2,346	)		—
Liability		4,283,782		50,000		(61,685	)		(1,809	)
Unquoted future		17,416		23,221		3,344			(2,821	)
Unquoted future		26,370		26,370		4,078			(3,930	)
Swap floor		1,072,442		—		32,558			—
Assets		1,116,227		49,591		39,980			(6,751	)

The swap floor value at 30 June 2011 is included in non-current financial assets. The last maturity date of the swap floor is 2016.

F-24

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

The detail of current financial liabilities 30 June 2011 and 31 December 2010 is as follows:

Current Financial Liabilities	30/06/11			31/12/10
	Thousand Euros
Talecris bonds (note 10)		427,691			0
Transaction costs High Yield Bonds		(18,032	)		0
Interest accrued on bonds		27,907			7,207
Promisory notes		9,586			8,235
Bonds		447,152			15,442
Tranche A (USD)		0			0
Tranche B (USD)		6,746			0
Tranche A (EUR)		6,875			0
Tranche B (EUR)		2,200			0
Transaction costs on loans and borrowings		(37,216	)		(708	)
Club Deal		0			66,667
Other loans		75,079			106,954
Finance lease liabilities		6,538			3,280
Loans and borrowings		60,222			176,193
Loans and borrowings and bonds or other current marketeable securities		507,374			191,635
Financial derivatives		7,320			8,560
Other current financial liabilities		10,016			9,676
Other current financial liabilities		17,336			18,236
		524,710			209,871

(13)   Financial Income and Expenses

In relation to futures contracts with a creditworthy financial entity the underlying asset of which is Company shares, the financial income/(loss) for the six month period ended 30 June 2011 reflects an unrealised gain of Euros 14.2 million (loss of Euros 15.8 million for the six month period ended at 30 June 2010). On 30 May 2011 the Company has sold 500,000 futures and realized a gain of Euros 1 million. In June 2011 the remaining future contracts were extended until December 2011.

(14)   Income Tax

Income tax expense is recognised based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year applied to the pre-tax income of the interim period. The Group’s consolidated effective tax rate has increased from 25.9% for the six month period ended 30 June 2010 to 28.3% for the six month period ended 30 June 2011 mainly due to a greater portion of earnings being taxed at a higher tax rate due to the inclusion of Talecris.

(15)   Discontinued Operations

The Group does not consider any operations as discontinued for the six month period ended 30 June 2011.

F-25

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

(16) Commitments and Contingencies.

There have been no significant changes to the Group’s commercial commitments during the first half of 2011. We have included information regarding significant litigation matters and other contingencies related to Talecris below.

(a)   Capital Commitments

At 30 June 2011 the Group has commitments and open purchase orders for capital spending from Talecris of approximately US Dollars 114.2 million.

(b)   Plasma Centers of America, LLC and G&M Crandall Limited Family Partnership

On 13 December 2010, a jury in the state court case rendered a verdict in the amount of US Dollar 37.0 million in favor of Plasma Centers of America, LLC (PCA) against Talecris Plasma Resources Inc. (TPR) in a breach of contract claim, which was confirmed by the court in post trial motions. The Talecris management filed an appeal to the North Carolina Court of Appeals to review the judgment entered in this case. The jury verdict, if sustained, will bear simple interest at 8% per statute from the date of breach, which totals approximately US Dollars 8.2 million at 30 June 2011, of which US Dollars 1.5 million was accrued during the six month period ended 30 June 2011 and US Dollars 6.7 million was accrued during the year ended 31 December 2010. The acquired net assets of Talecris Group included US Dollars 45.2 million within current provisions in the consolidated balance sheet related to the PCA judgment.

During the first quarter of 2011, the Talecris Group secured an appeal bond from a surety company in the amount of US Dollars 25.0 million in regard to this litigation.

(c)   Foreign Corrupt Practices Act

The Talecris Group is conducting an internal investigation into potential violations of the Foreign Corrupt Practices Act (FCPA) that they became aware of during the conduct of an unrelated review. The FCPA investigation is being conducted by outside counsel. The investigation initially focused on sales to certain Eastern European and Middle Eastern countries, primarily Belarus, Russia, and Iran, but they are also reviewing sales practices in Brazil, Bulgaria, China, Georgia, Libya, Poland, Turkey, Ukraine, and other countries as deemed appropriate.

In July 2009, the Talecris Group voluntarily contacted the U.S. Department of Justice (DOJ) to advise them of the investigation and to offer our cooperation in any investigation that they want to conduct or they want us to conduct. The DOJ has not indicated what action it may take, if any, against us or any individual, or the extent to which it may conduct its own investigation. Even though they self-disclosed this matter to the DOJ, it or other federal agencies may seek to impose sanctions on us that may include, among other things, debarment, injunctive relief, disgorgement, fines, penalties, appointment of a monitor, appointment of new control staff, or enhancement of existing compliance and training programs. Other countries in which the Talecris Group does business may initiate their own investigations and impose similar penalties. As a result of this investigation, we suspended shipments to some of these countries while the Talecris Group put additional safeguards in place. In some cases, safeguards involved terminating consultants and suspending relations with or terminating distributors in countries under investigation as circumstances warranted. The Talecris Group has resumed sales in countries where the Talecris Group believes they have appropriate safeguards in place and are reallocating product to other countries as necessary. To the extent that they conclude, or the DOJ concludes, that they cannot implement adequate safeguards or otherwise need to change our business practices, distributors, or consultants in affected countries or other countries, this may result in a permanent loss of business from those countries. The Talecris Group completed their internal FCPA investigation during the first quarter of 2011 and made an initial presentation of some of their findings to the DOJ in July 2011. The

F-26

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

preliminary findings of this investigation indicate that it is probable that there were FCPA violations by persons associated with the Talecris Group that the DOJ or other regulators may assert are attributable to the Group.

Any sanctions or related loss of business could have a material adverse effect on the Group or our results of operations. It is possible; however, that any sanctions that DOJ or other federal agencies might otherwise consider imposing would be reduced, if not eliminated, in light of the comprehensive compliance measures that they have implemented. Given the preliminary nature of our findings, the continuing investigation and the uncertainties regarding this matter, the Group is unable to estimate the financial outcome and consequently, has not accrued any amounts related to the outcome of this matter.

(d)   Compliance with Pharmaceutical Pricing Agreement

In November 2009, the Talecris Group received a letter from the United States Attorney’s Office for the Eastern District of Pennsylvania (USAO). The USAO requested a meeting to review our compliance with the terms of the Pharmaceutical Pricing Agreement (PPA) under the Public Health Service program. Specifically, the USAO asked for information related to the sale of our IGIV product, Gamunex, under that program. In order to have federal financial participation apply to their products under the Medicaid program and to obtain Medicare Part B coverage, manufacturers are required to enter into a PPA. The PPA obligates manufacturers to charge covered entities the Public Health Service price for drugs intended for outpatient use. The Public Health Service price is based on the Medicaid rebate amount. The Group believes that they have complied with the terms of the PPA and federal law. If the USAO determines that the Talecris practices are inconsistent with the terms of the PPA, the USAO has stated that it may file a civil action against us under the Anti-fraud Injunction Act and seek a court order directing the company to comply with the PPA or, potentially, proceed under some other legal theory. The Group could also be subject to fines, damages, penalties, appointment of a monitor, or enhancement of existing compliance and training programs as a result of government action. The Group is cooperating with the investigation and intend to respond to information requests from the USAO. Based on the information obtained to date, the Group have not determined that any potential liability that may result is probable or can be reasonably estimated. Therefore, the Group has not made any accrual in our unaudited condensed consolidated interim financial statements at 30 June 2011.

(17)   Related Parties

Transactions with related parties have been performed as part of the Groups’ ordinary trade and have been performed at arm’s length. The sale and lease back transaction with related parties described in note 7 a) and has been made at arm’s length.

Group transactions with related parties during the six months ended 30 June 2011 were as follows:

				Key Management			Other Related			Board of Directors
	Associates			Personnel			Parties			of the Company
	Thousand Euros
Net sales		21			—			—			—
Other service expenses		(1,690	)					(15,045	)		(120	)
Personnel expenses		—			(3,250	)		—			(1,168	)
Sales of Property
Plant and Equipment		—			—			80,393			—
		(1,669	)		(3,250	)		65,348			(1,288	)

F-27

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to Condensed Consolidated Interim Financial Statements — (Continued)

“Other services expenses” include costs for professional services with related companies amounting to Euros 9,239 thousand. These costs correspond to those incurred in increasing share capital and the issuance of debt and are deducted from equity and from financial liabilities.

A director signed a consultancy agreement for a three years period for which fees amount to US Dollar 1 million per year and an additional bonus fee of US Dollar 2 million payable upon the fulfilment of certain conditions.

Trade and other receivables at 30 June 2011 include an amount of Euros 14,471 thousand with related companies.

Group transactions with related parties during the six months ended 30 June 2010 were as follow:

	Key Management			Other Related			Board of Directors
	Personnel			Parties			of the company
	Thousand Euros
Other service expenses		—			(5,912	)		(90	)
Personnel expenses		(2,931	)		—			(1,033	)
		(2,931	)		(5,912	)		(1,123	)

Non-executive board members representing shareholders interests have received no remuneration during the six month period ended on 30 June 2011 and 2010.

The Group has not extended any advances or loans to the members of the board of directors or key management personnel nor has it assumed any guarantee commitments on their behalf. It has also not assumed any pension or life insurance obligations on behalf of former or current members of the board of directors or key management personnel.

(18)   Condensed Consolidating Financial Information

The High Yield Senior Unsecured Notes mentioned in note 12(a) were issued by Grifols Inc., which is a wholly-owned subsidiary of Grifols, S.A., and are jointly and severally, irrevocably and fully and unconditionally guaranteed by Grifols, S.A. and certain other of its wholly-owned subsidiaries (‘the Guarantors’). Supplemental condensed consolidating financial information is presented in Appendix I comprising the Group’s income statements and cash flow statements, both consolidated, for the six month period ended June 30, 2011 and June 30, 2010 and its consolidated balance sheets as at June 30, 2011 and December 31, 2010 showing the amounts attributable to Grifols, S.A., Grifols Inc. and those of its other subsidiaries that were Guarantors as at June 30, 2011 separately from the amounts attributable to those of its subsidiaries that were not Guarantors. The condensed consolidated financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered”, which is included in Appendix I.

(19)   Subsequent events

In August 2011 Grifols acquired the remaining 51% outstanding capital stock of Woolloomooloo Holdings Pty Ltd. the holding company of the Australian-Swiss group, Lateral-Medion, of which the Company had acquired 49% of the capital stock and 100% of the voting rights on March 2009 which will not impact the goodwill. The total sum paid for the acquisition of the remaining 51% of the capital stock amounts to AUD 12.5 million (Euros 9.5 million).

The Board of Directors of Grifols, S.A. authorised for issue these Condensed Consolidated Interim Financial Statements at their meeting held on 4 October 2011.

F-28

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

at 31 December 2010

						Guarantor		Non-Guarantor		Consolidating
Assets	Parent		Issuer			Subsidiaries		Subsidiaries		Adjustments			Consolidated
	(Expressed in thousands of Euros)
Non-current assets
Intangible assets
Goodwill		0		0			29,895		15,123		144,430			189,448
Other intangible assets		5,731		3,162			49,120		4,725		15,561			78,299
Total intangible assets		5,731		3,162			79,015		19,848		159,991			267,747
Property, plant and equipment		95,452		28,150			231,728		78,801		0			434,131
Investments in Subsidiaries		345,025		222,273			2,532		938		(570,768	)		0
Advances and notes between parent and subsidiaries		0		21,005			0		0		(21,005	)		0
Investments in equity accounted investees		0		0			0		0		598			598
Non-current financial assets		709		5,804			734		288		0			7,535
Deferred tax assets		1,091		2,076			9,534		2,932		19,256			34,889
Total non-current assets		448,008		282,470			323,543		102,807		(411,928	)		744,900
Current assets
Inventories		796		0			538,311		59,401		(70,643	)		527,865
Trade and other receivables
Trade receivables		8,946		11,561			209,758		100,719		(106,629	)		224,355
Other receivables		3,157		201			27,612		11,971		1,091			44,032
Current income tax assets		6,168		6,071			297		2,071		0			14,607
Trade and other receivables		18,271		17,833			237,667		114,761		(105,538	)		282,994
Advances and notes between parent and subsidiaries		238,262		(1,311	)		14,699		22,860		(274,510	)		0
Other current financial assets		267		224			8		12,447		0			12,946
Other current assets		13,460		60,568			5,150		1,450		0			80,628
Cash and cash equivalents		25		227,456			1,444		10,724		0			239,649
Total current assets		271,081		304,770			797,279		221,643		(450,691	)		1,144,082
Total assets		719,089		587,240			1,120,822		324,450		(862,619	)		1,888,982

The accompanying note forms an integral part of the consolidated financial statements

F-29

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

at 31 December 2010

							Guarantor			Non-Guarantor			Consolidating
Equity and Liabilities	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Equity
Share capital		106,532			0			21,497			36,340			(57,837	)		106,532
Share premium		121,802			72,932			106,854			5,703			(185,489	)		121,802
Reserves		73,076			190,844			175,221			59,636			(95,173	)		403,604
Own shares		(1,927	)		0			0			0			0			(1,927	)
Interim dividend		0			0			0			(152	)		152			0
Profit for the year attributable to the Parent		63,226			(10,726	)		112,853			23,906			(73,746	)		115,513
Total equity		362,709			253,050			416,425			125,433			(412,093	)		745,524
Cash flow hedges		0			(1,751	)		0			0			0			(1,751	)
Translation differences		0			20,449			(18,344	)		11,123			(63,961	)		(50,733	)
Accumulated other comprehensive income		0			18,698			(18,344	)		11,123			(63,961	)		(52,484	)
Equity attributable to the Parent		362,709			271,748			398,081			136,556			(476,054	)		693,040
Non-controlling interests		0			0			0			0			14,350			14,350
Total equity		362,709			271,748			398,081			136,556			(461,704	)		707,390
Liabilities
Non-current liabilities
Grants		142			187			1,683			76			0			2,088
Provisions		0			0			1,127			251			0			1,378
Non-current financial liabilities
Loans and borrowings, bonds and other marketable securities		133,982			441,203			40,350			49,695			155			665,385
Advances and notes between parent and subsidiaries		15,875			0			0			5,130			(21,005	)		0
Other financial liabilities		200			0			9,596			678			0			10,474
Total non-current financial liabilities		150,057			441,203			49,946			55,503			(20,850	)		675,859
Deferred tax liabilities		11,907			2,860			62,718			1,519			137			79,141
Total non-current liabilities		162,106			444,250			115,474			57,349			(20,713	)		758,466
Current liabilities
Provisions		257			0			30			4,078			0			4,365
Current financial liabilities
Loans and borrowings, bonds and
other marketable securities		103,131			7,364			41,433			39,862			(155	)		191,635
Advances and notes between parent and subsidiaries		42,863			(162,772	)		385,947			9,017			(275,055	)		0
Other financial liabilities		8,830			0			9,316			90			0			18,236
Total current financial liabilities		154,824			(155,408	)		436,696			48,969			(275,210	)		209,871
Debts with associates		1,162			0			0			0			0			1,162
Trade and other payables
Suppliers		33,426			24,766			146,861			60,617			(104,992	)		160,678
Other payables		1,141			12			5,288			3,627			1,860			11,928
Current income tax liabilities		0			0			2,369			3,663			(1,860	)		4,172
Total trade and other payables		34,567			24,778			154,518			67,907			(104,992	)		176,778
Other current liabilities		3,464			1,872			16,023			9,591			0			30,950
Total current liabilities		194,274			(128,758	)		607,267			130,545			(380,202	)		423,126
Total liabilities		356,380			315,492			722,741			187,894			(400,915	)		1,181,592
Total equity and liabilities		719,089			587,240			1,120,822			324,450			(862,619	)		1,888,982

The accompanying note forms an integral part of the consolidated financial statements

F-30

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

at 30 June 2011

					Guarantor		Non-Guarantor		Consolidating
Assets	Parent		Issuer		Subsidiaries		Subsidiaries		Adjustments			Consolidated
	(Expressed in thousands of euros)
Non-current assets
Intangible assets
Goodwill		0		0		147,240		14,884		2,119,572			2,281,696
Other intangible assets		4,856		4,668		97,924		5,638		15,388			128,474
Total intangible assets		4,856		4,668		245,164		20,522		2,134,960			2,410,170
Property, plant and equipment		60,159		25,515		517,262		36,799		0			639,735
Investments in Subsidiaries		1,132,109		2,790,820		19,856		1,654		(3,944,439	)		0
Advances and notes between parent and subsidiaries		0		0		92,597		0		(92,597	)		0
Investments in equity accounted investees		0		0		2,283		0		1,263			3,546
Non-current financial assets		756		37,830		2,261		820		0			41,667
Deferred tax assets		1,538		28,162		91,897		3,149		14,689			139,435
Total non-current assets		1,199,418		2,886,995		971,320		62,944		(1,886,124	)		3,234,553
Current assets
Inventories		861		0		992,913		72,362		(68,310	)		997,826
Trade and other receivables
Trade receivables		22,331		38,346		485,460		105,548		(246,235	)		405,450
Other receivables		1,452		171		32,683		14,665		0			48,971
Current income tax assets		7,054		29,059		2,340		2,576		0			41,029
Trade and other receivables		30,837		67,576		520,483		122,789		(246,235	)		495,450
Advances and notes between parent and subsidiaries		457,222		384,790		15,364		21,536		(878,912	)		0
Other current financial assets		7,422		211		10		11,611		0			19,254
Other current assets		1,929		235		12,201		2,154		(3,175	)		13,344
Cash and cash equivalents		46,027		40,056		486,482		11,228		(1	)		583,792
Total current assets		544,298		492,868		2,027,453		241,680		(1,196,633	)		2,109,666
Total assets		1,743,716		3,379,863		2,998,773		304,624		(3,082,757	)		5,344,219

The accompanying note forms an integral part of the condensed consolidated interim financial statements

F-31

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

at 30 June 2011

							Guarantor			Non-Guarantor			Consolidating
Equity and liabilities	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of euros)
Equity
Share capital		114,914			0			45,570			36,340			(81,910	)		114,914
Share premium		890,355			849,867			623,197			6,125			(1,479,189	)		890,355
Reserves		134,038			232,983			310,167			77,088			(184,594	)		569,682
Own shares		(1,927	)		0			0			0			0			(1,927	)
Profit for the period/ year attributable to the Parent		31,802			(22,950	)		81,268			(505	)		(70,346	)		19,269
Total equity		1,169,182			1,059,900			1,060,202			119,048			(1,816,039	)		1,592,293
Available-for-sale financial assets		(575	)		0			0			0			0			(575	)
Cash flow hedges		0			(2,331	)		0			0			0			(2,331	)
Translation differences		0			(2,219	)		(40,085	)		5,838			(52,268	)		(88,734	)
Other comprehensive income		(575	)		(4,550	)		(40,085	)		5,838			(52,268	)		(91,640	)
Equity attributable to the Parent		1,168,607			1,055,350			1,020,117			124,886			(1,868,307	)		1,500,653
Non-controlling interests		0			0			0			0			12,941			12,941
Total equity		1,168,607			1,055,350			1,020,117			124,886			(1,855,366	)		1,513,594
Liabilities
Non-current liabilities
Grants		159			170			1,408			78			0			1,815
Provisions		0			0			10,211			250			0			10,461
Non-current financial liabilities
Loans and borrowings, bonds and
other marketable securities		405,262			2,200,801			36,728			279			(126	)		2,642,944
Advances and notes between parent and subsidiaries		0			0			479,210			0			(479,210	)		0
Other financial liabilities		4,869			57,016			9,792			725			(2	)		72,400
Total non-current financial liabilities		410,131			2,257,817			525,730			1,004			(479,338	)		2,715,344
Deferred tax liabilities		8,625			45,540			83,551			2,218			141			140,075
Total non-current liabilities		418,915			2,303,527			620,900			3,550			(479,197	)		2,867,695
Current liabilities
Provisions		341			0			30			4,204			31,253			35,828
Current financial liabilities
Loans and borrowings, bonds and other marketable securities		13,330			(20,002	)		469,601			44,445			0			507,374
Advances and notes between parent and subsidiaries		36,901			22,625			390,957			41,816			(492,299	)		0
Other financial liabilities		1,330			3,829			11,937			240			0			17,336
Total current financial liabilities		51,561			6,452			872,495			86,501			(492,299	)		524,710
Debts with associates		2,352			0			0			0			0			2,352
Trade and other payables
Suppliers		82,788			14,222			357,739			67,540			(255,896	)		266,393
Other payables		13,511			10			6,911			3,466			1,720			25,618
Current income tax liabilities		2,327			(976	)		24,144			3,452			(1,720	)		27,227
Total trade and other payables		98,626			13,256			388,794			74,458			(255,896	)		319,238
Other current liabilities		3,314			1,278			96,437			11,025			(31,252	)		80,802
Total current liabilities		156,194			20,986			1,357,756			176,188			(748,194	)		962,930
Total liabilities		575,109			2,324,513			1,978,656			179,738			(1,227,391	)		3,830,625
Total equity and liabilities		1,743,716			3,379,863			2,998,773			304,624			(3,082,757	)		5,344,219

The accompanying note forms an integral part of the condensed consolidated interim financial statements

F-32

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Income Statements

for the Six Month Period Ended 30 June 2010

							Guarantor			Non-Guarantor			Consolidating
Profit and loss	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Revenues		34,477			10,887			684,918			218,344			(460,817	)		487,809
Changes in inventories of finished goods and work in progress		0			0			16,172			(1,200	)		26,237			41,209
Self-constructed non-current assets		259			529			4,340			(500	)		11,423			16,051
Supplies		(80	)		0			(369,205	)		(123,511	)		335,689			(157,107	)
Other operating income		41			0			535			55			0			631
Personnel expenses		(11,439	)		(6,398	)		(93,855	)		(30,280	)		0			(141,972	)
Other operating expenses		(15,026	)		(3,470	)		(132,985	)		(37,136	)		90,337			(98,279	)
Amortisation and depreciation		(3,634	)		(475	)		(13,231	)		(3,917	)		(177	)		(21,434	)
Transaction costs of Talecris business combination		(322	)		(1,678	)		(14	)		(4	)		0			(2,019	)
Non-financial and other capital grants		323			0			227			0			0			550
Impairment and net losses on disposal of fixed assets		10			(1	)		(68	)		(362	)		1,102			681
Results from operating activities		4,609			(606	)		96,834			21,489			3,794			126,120
Finance income		1,875			7,158			1,468			355			(8,677	)		2,179
Dividends		56,774			0			0			159			(56,933	)		0
Finance expense		(3,868	)		(15,610	)		(11,955	)		(2,534	)		8,682			(25,285	)
Change in fair value of financial instruments		(15,540	)		0			0			3			133			(15,404	)
Gains/ (losses) on disposal of financial instruments		0			0			0			(720	)		720			0
Exchange gains/ (losses)		120			(910	)		37			2,723			0			1,970
Net Finance expense		39,361			(9,362	)		(10,450	)		(14	)		(56,075	)		(36,540	)
Share of loss of equity accounted investees		0			0			0			0			(728	)		(728	)
Profit before income tax		43,970			(9,968	)		86,384			21,475			(53,009	)		88,852
Income tax expense		4,510			3,820			(22,296	)		(5,699	)		(3,357	)		(23,022	)
Consolidated profit for the year		48,480			(6,148	)		64,088			15,776			(56,366	)		65,830
Profit attributable to equity holders of the Parent		48,480			(6,148	)		64,175			15,776			(55,875	)		66,408
Loss attributable to non-controlling interests		0			0			(87	)		0			(491	)		(578	)

The accompanying note forms an integral part of the condensed consolidated interim financial statements

F-33

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Income Statements

for the Six Month Period Ended 30 June 2011

							Guarantor			Non-Guarantor			Consolidating
Profit and loss	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Revenues		28,108			11,547			872,666			218,750			(495,730	)		635,341
Changes in inventories of finished goods and work in progress		0			0			(907	)		2,598			1,066			2,757
Self-constructed non-current assets		288			792			23,826			2,492			4,948			32,346
Supplies		(234	)		0			(438,787	)		(136,825	)		400,704			(175,142	)
Other operating income		39			0			911			59			0			1,009
Personnel expenses		(13,045	)		(7,390	)		(130,255	)		(33,037	)		0			(183,727	)
Other operating expenses		(17,211	)		(4,642	)		(176,397	)		(38,666	)		81,384			(155,532	)
Amortisation and depreciation		(3,417	)		(506	)		(19,737	)		(4,129	)		(367	)		(28,156	)
Transaction costs of Talecris business combination		(38,462	)		(145	)		0			0			0			(38,607	)
Non-financial and other capital grants		333			0			409			0			0			742
Impairment and net losses on disposal of fixed assets		574			0			(4,379	)		(5,497	)		(13,000	)		(22,302	)
Results from operating activities		(43,027	)		(344	)		127,350			5,745			(20,995	)		68,729
Finance income		3,446			7,804			1,407			697			(11,593	)		1,761
Dividends		53,352			0			0			(357	)		(52,995	)		0
Finance expense		(8,949	)		(40,034	)		(14,223	)		(3,408	)		11,068			(55,546	)
Change in fair value of financial instruments		16,023			(2,492	)		414			0			0			13,945
Gains/ (losses) on disposal of financial instruments		0			0			0			(772	)		772			0
Exchange gains/ (losses)		824			(1,155	)		402			(2,193	)		0			(2,122	)
Net Finance expense		64,696			(35,877	)		(12,000	)		(6,033	)		(52,748	)		(41,962	)
Share of loss of equity accounted investees		0			0			37			0			(844	)		(807	)
Profit before income tax		21,669			(36,221	)		115,387			(288	)		(74,587	)		25,960
Income tax expense		10,133			13,271			(34,119	)		(217	)		3,585			(7,347	)
Consolidated profit for the year		31,802			(22,950	)		81,268			(505	)		(71,002	)		18,613
Profit attributable to equity holders of the Parent		31,802			(22,950	)		81,268			(505	)		(70,346	)		19,269
Loss attributable to non-controlling interests		0			0			0			0			(656	)		(656	)

The accompanying note forms an integral part of the condensed consolidated interim financial statements

F-34

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Statement of Cash Flows

for the Six Month Ended 30 June 2010

							Guarantor			Non-Guarantor			Consolidating
	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Cash flows from operating activities
Profit before tax		43,970			(9,968	)		86,384			21,475			(53,009	)		88,852
Adjustments for:		(36,258	)		53,117			(14,924	)		992			50,855			53,782
Amortisation and depreciation		3,634			475			13,231			3,917			177			21,434
Other adjustments:		(39,892	)		52,642			(28,155	)		(2,925	)		50,678			32,348
Losses on equity accounted investments		0			0			0			0			728			728
Exchange differences		(120	)		910			(37	)		(2,723	)		0			(1,970	)
Net provision charges		0			0			222			611			(704	)		129
(Profit) / loss on disposal of fixed assets		(10	)		1			68			362			(1,102	)		(681	)
Government grants taken to income		(323	)		0			(227	)		0			0			(550	)
Finance expense / income		(39,453	)		15,292			(1,275	)		1,924			56,898			33,386
Other adjustments		14			36,439			(26,906	)		(3,099	)		(5,142	)		1,306
Changes in capital and assets		(10,057	)		(5,934	)		(153,089	)		(5,655	)		188,435			13,700
Change in inventories		(185	)		0			(15,656	)		1,417			2,442			(11,982	)
Change in trade and other receivables		1,174			178,830			84,421			13,813			(257,999	)		20,239
Change in current financial assets and other current assets		(14,769	)		(154,124	)		(6,038	)		(15,249	)		186,305			(3,875	)
Change in current trade and other payables		3,723			(30,640	)		(215,816	)		(5,636	)		257,687			9,318
Other cash flows from operating activities		59,972			(10,669	)		(18,577	)		(7,085	)		(58,106	)		(34,465	)
Interest paid		(2,978	)		(15,528	)		(686	)		(1,153	)		544			(19,801	)
Interest recovered		1,876			540			3,301			20			(1,876	)		3,861
Dividends received		56,774			0			0			0			(56,774	)		0
Income tax recovered		4,300			4,319			(21,192	)		(5,952	)		0			(18,525	)
Net cash from operating activities		57,627			26,546			(100,206	)		9,727			128,175			121,869
Cash flows from investing activities
Payments for investments		(5,294	)		(10,008	)		(33,253	)		(10,198	)		1,757			(56,997	)
Group companies and business units		(2,263	)		0			(535	)		(1,472	)		543			(3,727	)
Property, plant and equipment and intangible assets		(3,013	)		(5,915	)		(32,734	)		(8,702	)		1,214			(49,151	)
Property, plant and equipment		(2,014	)		(4,997	)		(29,785	)		(7,519	)		1,169			(43,146	)
Intangible assets		(999	)		(918	)		(2,950	)		(1,183	)		45			(6,005	)
Other financial assets		(18	)		(4,093	)		16			(24	)		0			(4,119	)
Proceeds from the sale of property, plant and equipment		382			0			(1,467	)		3,980			(32	)		2,863
Group companies and business units		0			0			(1,464	)		1,423			41			0
Property, plant and equipment		382			0			(3	)		2,557			(73	)		2,863
Net cash used in investing activities		(4,912	)		(10,008	)		(34,720	)		(6,218	)		1,725			(54,134	)
Cash flows from financing activities
Proceeds from and payments for equity instruments		(1,250	)		0			0			540			(540	)		(1,250	)
Issue		0			0			0			540			(540	)		0
Acquisition of own shares		(1,250	)		0			0			0			0			(1,250	)
Proceeds from and payments for financial liability instruments		(26,358	)		3,364			191,273			9,182			(186,132	)		(8,671	)
Issue		(299	)		(184	)		29,580			21,970			0			51,067
Redemption and repayment		(28,016	)		(5,417	)		(24,265	)		(2,040	)		0			(59,738	)
Debts with group companies		1,957			8,965			185,958			(10,748	)		(186,132	)		0
Dividends and interest on other equity instruments paid		0			0			(51,079	)		(5,748	)		56,774			(53	)
Other cash flows from financing activities		324			0			(1	)		0			0			323
Transaction costs of financial instruments issued in the acquisition of Talecris		0			0			0			0			0			0
Other amounts received from financing activities		324			0			(1	)		0			0			323
Net cash from / (used in) financing activities		(27,284	)		3,364			140,193			3,974			(129,898	)		(9,651	)
Effect of exchange rate fluctuations on cash		0			41,374			928			384			(2	)		42,684
Net increase in cash and cash equivalents		25,431			61,276			6,195			7,866			0			100,768
Cash and cash equivalents at beginning of the period		144			237,804			7,191			4,233			0			249,372
Cash and cash equivalents at end of period		25,575			299,080			13,386			12,099			0			350,140

The accompanying note forms an integral part of the condensed consolidated interim financial statements

F-35

Appendix I

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Statement of Cash Flows

for the Six Month Ended 30 June 2011

							Guarantor			Non-Guarantor			Consolidating
	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Cash flows from operating activities
Profit before tax		21,669			(36,221	)		115,387			(288	)		(74,587	)		25,960
Adjustments for:		(64,381	)		43,007			(5,099	)		29,999			89,112			92,638
Amortisation and depreciation		3,417			506			19,737			4,129			367			28,156
Other adjustments:		(67,798	)		42,501			(24,836	)		25,870			88,745			64,482
Losses / (Profit) on equity accounted investments		0			0			(36	)		0			843			807
Exchange differences		(824	)		1,155			(402	)		2,193			0			2,122
Net provision charges		0			0			1,121			333			13,000			14,454
(Profit) / loss on disposal of fixed assets		(574	)		0			10,006			(16	)		0			9,416
Government grants taken to income		(333	)		0			(409	)		0			0			(742	)
Finance expense / income		(66,067	)		36,497			(32,416	)		24,542			74,574			37,130
Other adjustments		0			4,849			(2,700	)		(1,182	)		328			1,295
Changes in capital and assets		(173,540	)		(392,604	)		(58,615	)		(17,028	)		576,628			(65,159	)
Change in inventories		(63	)		0			29,076			(14,981	)		(13,280	)		752
Change in trade and other receivables		(5,535	)		(27,638	)		(62,348	)		(16,166	)		44,726			(66,961	)
Change in current financial assets and other current assets		(222,035	)		(373,208	)		(729	)		5,604			589,917			(451	)
Change in current trade and other payables		54,094			8,242			(24,614	)		8,515			(44,735	)		1,501
Other cash flows from operating activities		58,291			(13,635	)		(26,294	)		(420	)		(54,687	)		(36,745	)
Interest paid		(5,498	)		(26,733	)		(2,727	)		(124	)		1,061			(34,021	)
Interest recovered		2,395			126			874			0			(2,396	)		999
Dividends received		53,352			0			0			0			(53,352	)		0
Income tax recovered / (paid)		8,042			12,972			(24,441	)		(296	)		(0	)		(3,723	)
Net cash from operating activities		(157,961	)		(399,453	)		25,378			12,263			536,467			16,694
Cash flows from investing activities
Payments for investments		(4,366	)		(1,765,855	)		132,900			(31,298	)		(771	)		(1,669,390	)
Group companies and business units		(411	)		(1,763,601	)		149,693			(327	)		(771	)		(1,615,417	)
Property, plant and equipment and intangible assets		(3,374	)		(2,342	)		(16,696	)		(30,426	)		(0	)		(52,838	)
Property, plant and equipment		(2,345	)		(576	)		(10,876	)		(29,044	)		(0	)		(42,841	)
Intangible assets		(1,029	)		(1,766	)		(5,820	)		(1,382	)		0			(9,997	)
Other financial assets		(581	)		88			(97	)		(545	)		0			(1,135	)
Proceeds from the sale of investments		26,472			(1	)		41,069			1,611			0			69,151
Property, plant and equipment		26,472			(1	)		41,069			1,611			0			69,151
Net cash used in investing activities		22,106			(1,765,856	)		173,969			(29,687	)		(771	)		(1,600,239	)
Cash flows from financing activities
Proceeds from and payments for equity instruments		(2,264	)		0			0			0			0			(2,264	)
Issue		(2,264	)		0			0			0			0			(2,264	)
Proceeds from and payments for financial liability instruments		206,299			2,259,181			333,225			25,217			(588,583	)		2,235,339
Issue		465,722			2,517,783			9,907			(10,535	)		(0	)		2,982,877
Redemption and repayment		(243,297	)		(431,704	)		(80,975	)		8,438			(0	)		(747,538	)
Debts with group companies		(16,126	)		173,102			404,293			27,314			(588,583	)		0
Dividends and interest on other equity instruments paid		0			0			(47,421	)		(5,931	)		53,352			0
Other cash flows from financing activities		(22,178	)		(264,102	)		(486	)		(437	)		0			(287,203	)
Deferred acquisition costs of financial instruments related to acquisition of Talecris		(22,540	)		(264,099	)		(486	)		(425	)		0			(287,550	)
Other amounts received from financing activities		362			(3	)		0			(12	)		0			347
Net cash from financing activities		181,857			1,995,079			285,318			18,849			(535,231	)		1,945,872
Effect of exchange rate fluctuations on cash		0			(17,170	)		373			(921	)		(466	)		(18,184	)
Net increase / (decrease) in cash and cash equivalents		46,002			(187,400	)		485,038			504			(1	)		344,143
Cash and cash equivalents at beginning of the period		25			227,456			1,444			10,724			0			239,649
Cash and cash equivalents at end of period		46,027			40,056			486,482			11,228			(1	)		583,792

The accompanying note forms an integral part of the condensed consolidated interim financial statements

F-36

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Grifols, S.A.

Barcelona, Spain

We have audited the accompanying consolidated balance sheets of Grifols, S.A. and subsidiaries (“the Company”) as of December 31, 2010 and 2009, and the related consolidated income statements, consolidated statements of comprehensive income, statements of changes in consolidated equity and consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Grifols, S.A. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Auditores, S.L.

Barcelona, Spain, October 5, 2011

F-37

GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Balance Sheets

At 31 December 2010 and 2009

	31/12/10		31/12/09
	(Expressed in thousands of Euros)
ASSETS
Non-current assets
Intangible assets Goodwill (note 7)		189,448		174,000
Other intangible assets (note 8)		78,299		69,385
Total intangible assets		267,747		243,385
Property, plant and equipment (note 9)		434,131		371,705
Investments in equity accounted investees (note 10)		598		383
Non-current financial assets (note 11)		7,535		3,731
Deferred tax assets (note 29)		34,889		33,395
Total non-current assets		744,900		652,599
Current assets
Inventories (note 12)		527,865		484,462
Trade and other receivables Trade receivables		224,355		207,840
Other receivables		44,032		39,540
Current income tax assets		14,607		7,802
Trade and other receivables (note 13)		282,994		255,182
Other current financial assets (note 14)		12,946		8,217
Other current assets (note 15)		80,628		7,345
Cash and cash equivalents (note 16)		239,649		249,372
Total current assets		1,144,082		1,004,578
Total assets		1,888,982		1,657,177

The accompanying notes form an integral part of the consolidated financial statements.

F-38

GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Balance Sheets — (Continued)

	31/12/10			31/12/09
	(Expressed in thousands of Euros)
EQUITY AND LIABILITIES
Equity
Share capital		106,532			106,532
Share premium		121,802			121,802
Reserves		403,604			314,903
Own shares		(1,927	)		(677	)
Interim dividend		0			(31,960	)
Profit for the year attributable to the Parent		115,513			147,972
Total equity		745,524			658,572
Cash flow hedges		(1,751	)		(1,948	)
Translation differences		(50,733	)		(90,253	)
Accumulated other comprehensive income		(52,484	)		(92,201	)
Equity attributable to the Parent (note 17)		693,040			566,371
Non-controlling interests (note 19)		14,350			12,157
Total equity		707,390			578,528
LIABILITIES
Non-current liabilities
Grants (note 20)		2,088			2,311
Provisions (note 21)		1,378			1,232
Non-current financial liabilities Loans and borrowings, bonds and other marketable securities		665,385			703,186
Other financial liabilities		10,474			12,552
Total non-current financial liabilities (note 22)		675,859			715,738
Deferred tax liabilities (note 29)		79,141			60,325
Total non-current liabilities		758,466			779,606
Current liabilities
Provisions (note 21)		4,365			4,702
Current financial liabilities
Loans and borrowings, bonds and other marketable securities		191,635			113,991
Other financial liabilities		18,236			12,230
Total current financial liabilities (note 22)		209,871			126,221
Debts with associates (note 33)		1,162			0
Trade and other payables
Suppliers		160,678			120,909
Other payables		11,928			17,832
Current income tax liabilities		4,172			3,258
Total trade and other payables (note 23)		176,778			141,999
Other current liabilities (note 24)		30,950			26,121
Total current liabilities		423,126			299,043
Total liabilities		1,181,592			1,078,649
Total equity and liabilities		1,888,982			1,657,177

The accompanying notes form an integral part of the consolidated financial statements.

F-39

GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Income Statements

For the Years Ended 31 December 2010, 2009 and 2008

	31/12/10			31/12/09			31/12/08
	(Expressed in thousands of Euros)
Revenues (note 25)		990,730			913,186			814,311
Changes in inventories of finished goods and work in progress (note 12)		45,749			73,093			31,058
Self-constructed non-current assets (notes 8 and 9)		33,513			41,142			25,794
Supplies (note 12)		(306,859	)		(286,274	)		(206,738	)
Other operating income (note 27)		1,196			1,443			1,289
Personnel expenses (note 26)		(289,008	)		(273,168	)		(238,159	)
Other operating expenses (note 27)		(220,218	)		(203,381	)		(192,288	)
Amortisation and depreciation (notes 8 and 9)		(45,776	)		(39,554	)		(33,256	)
Non-financial and other capital grants (note 20)		728			1,188			2,941
Impairment and net losses on disposal of fixed assets		(372	)		(1,147	)		(1,991	)
Results from operating activities		209,683			226,528			202,961
Finance income		4,526			7,067			2,682
Finance expenses		(49,660	)		(27,087	)		(29,305	)
Change in fair value of financial instruments (note 32)		(7,593	)		(587	)		(1,268	)
Gains/(losses) on disposal of financial instruments		91			(245	)		—
Exchange gains/(losses)		1,616			(1,733	)		(2,825	)
Net finance expense (note 28)		(51,020	)		(22,585	)		(30,716	)
Share of profit/(loss) of equity accounted investees (note 10)		(879	)		51			24
Profit before income tax from continuing operations		157,784			203,994			172,269
Income tax expense (note 29)		(42,517	)		(56,424	)		(50,153	)
Profit after income tax from continuing operations		115,267			147,570			122,116
Consolidated profit for the year		115,267			147,570			122,116
Profit attributable to equity holders of the Parent		115,513			147,972			121,728
Profit/(loss) attributable to non-controlling interests (note 19)		(246	)		(402	)		388
Basic earnings per share (Euros) (note 18)		0.54			0.71			0.58
Diluted earnings per share (Euros) (note 18)		0.54			0.71			0.58

The accompanying notes form an integral part of the consolidated financial statements.

F-40

GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the Years Ended 31 December 2010, 2009 and 2008

	31/12/10			31/12/09			31/12/08
	(Expressed in thousands of Euros)
Consolidated profit for the year		115,267			147,570			122,116
Income and expenses generated during the year
Measurement of financial instruments (note 11)		0			(14	)		(6	)
Available-for-sale financial assets		0			(18	)		(9	)
Tax effect		0			4			3
Cash flow hedges (note 17 (f))		0			(1,998	)		0
Cash flow hedges		0			(3,275	)		0
Tax effect		0			1,277			0
Translation differences		42,225			(4,145	)		13,955
Income and expenses generated during the year		42,225			(6,157	)		13,949
Income and expense recognised in the income statement:
Measurement of financial instruments (note 11)		0			172			0
Available-for-sale financial assets		0			245			0
Tax effect		0			(73	)		0
Cash flow hedges (note 17 (f))		197			50			0
Cash flow hedges		324			80			0
Tax effect		(127	)		(30	)		0
Income and expense recognised in the income statement:		197			222			0
Total comprehensive income for the year		157,689			141,635			136,065
Total comprehensive income attributable to the Parent		155,230			140,386			135,781
Total comprehensive income attributable to non-controlling interests		2,459			1,249			284
Total comprehensive income for the year		157,689			141,635			136,065

The accompanying notes form an integral part of the consolidated financial statements.

F-41

GRIFOLS, S.A. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended 31 December 2010, 2009 and 2008

	31/12/10			31/12/09			31/12/08
	(Expressed in thousands of Euros)
Cash flows from/(used in) operating activities
Profit before income tax		157,784			203,994			172,269
Adjustments for:		92,351			61,800			66,034
Amortisation and depreciation (notes 8 and 9)		45,776			39,554			33,256
Other adjustments:		46,575			22,246			32,778
(Profit)/losses on equity accounted investments (note 10)		879			(51	)		(24	)
Exchange differences		(1,616	)		1,733			2,825
Impairment of assets and net provision charges		913			53			1,994
(Profits)/losses on disposal of fixed assets		(276	)		1,147			2,001
Government grants taken to income (note 20)		(728	)		(1,188	)		(2,943	)
Net finance expense		47,442			17,551			27,891
Other adjustments		(39	)		3,001			1,034
Change in operating assets and liabilities		(78,767	)		(104,127	)		(86,550	)
Change in inventories		(18,306	)		(113,104	)		(98,520	)
Change in trade and other receivables		(23,546	)		(12,549	)		(7,951	)
Change in current financial assets and other current assets		(73,022	)		(1,287	)		405
Change in current trade and other payables		36,107			22,813			19,516
Other cash flows used in operating activities		(67,116	)		(73,487	)		(77,310	)
Interest paid		(40,129	)		(14,719	)		(25,972	)
Interest received		5,436			2,509			2,213
Income tax paid		(32,423	)		(61,277	)		(53,551	)
Net cash from operating activities		104,252			88,180			74,443
Cash flows from/(used in) investing activities
Payments for investments		(108,588	)		(136,626	)		(130,923	)
Group companies and business units		(1,474	)		(15,385	)		(632	)
Property, plant and equipment and intangible assets		(103,402	)		(118,770	)		(129,568	)
Property, plant and equipment		(86,800	)		(103,415	)		(119,824	)
Intangible assets		(16,602	)		(15,355	)		(9,744	)
Other financial assets		(3,712	)		(2,471	)		(723	)
Proceeds from the sale of investments		4,532			673			157
Property, plant and equipment		3,911			673			157
Associates (note 2 (c))		621			0			0
Net cash used in investing activities		(104,056	)		(135,953	)		(130,766	)
Cash flows from/(used in) financing activities
Proceeds from and payments for equity instruments		(1,250	)		26,655			(4,212	)
Issue		0			(76	)		0
Acquisition of own shares (note 17 (d))		(1,250	)		(25,186	)		(4,880	)
Disposal of treasury shares		0			51,917			668
Proceeds from and payments for financial liability instruments		(1,066	)		344,413			96,349
Issue		118,238			525,078			394,109
Redemption and repayment		(119,304	)		(180,665	)		(297,760	)
Dividends and interest on other equity instruments paid		(27,282	)		(80,913	)		(34,792	)
Other cash flows from financing activities		323			741			0
Other amounts received from financing activities		323			741			0
Net cash from/(used in) financing activities		(29,275	)		290,896			57,345
Effect of exchange rate fluctuations on cash		19,356			(119	)		(344	)
Net increase/(decrease) in cash and cash equivalents		(9,723	)		243,004			678
Cash and cash equivalents at beginning of the year		249,372			6,368			5,690
Cash and cash equivalents at end of year		239,649			249,372			6,368

The accompanying notes form an integral part of the consolidated financial statements

F-42

GRIFOLS, S.A. AND SUBSIDIARIES

Statement of Changes in Consolidated Equity

For the Years Ended 31 December 2010, 2009 and 2008

	Attributable to Equity Holders of the Parent
																Accumulated Other Comprehensive Income
								Profit														Available-for			Equity
								Attributable														Sale			Attributable			Non-
	Share		Share					to			Interim		Own			Translation			Cash Flow			Financial			to			Controlling
	Capital		Premium			Reserves*		Parent			Dividend		Shares			Differences			Hedges			Assets			Parent			Interests			Equity
	(Expressed in thousands of Euros)
Balances at 31 December 2007		106,532		131,832			184,608		87,774			0		(28,893	)		(98,516	)		0			(152	)		383,185			981			384,166
Translation differences		—		—			—		—			—		—			14,059			—			—			14,059			(104	)		13,955
Available-for-sale financial assets Gains/(losses)		—		—			—		—			—		—			—						(6	)		(6	)		—			(6	)
Other comprehensive income for the year		0		0			0		0			0		0			14,059			0			(6	)		14,053			(104	)		13,949
Profit for the year		—		—			—		121,728			—		—			—			—			—			121,728			388			122,116
Total comprehensive income for the year		0		0			0		121,728			0		0			14,059			0			(6	)		135,781			284			136,065
Net movement in own shares		—		—			24		—			—		(4,194	)		—						—			(4,170	)		—			(4,170	)
Other changes		—		—			—		—			—		—			—						—			0			(15	)		(15	)
Distribution of 2007 profit
Reserves		—		—			63,037		(63,037	)		—		—			—			—			—			0			—			0
Dividends		—		(10,030	)		—		(24,737	)		—		—			—			—			—			(34,767	)		—			(34,767	)
Transaction with owners of the Company		0		(10,030	)		63,061		(87,774	)		0		(4,194	)		0			0			0			(38,937	)		(15	)		(38,952	)
Balances at 31 December 2008		106,532		121,802			247,669		121,728			0		(33,087	)		(84,457	)		0			(158	)		480,029			1,250			481,279
Translation differences		—		—			—		—			—		—			(5,796	)		—			—			(5,796	)		1,651			(4,145	)
Cash flow hedges		—		—			—		—			—		—			—			(1,948	)		—			(1,948	)		—			(1,948	)
Gains/(Losses) on available-for-sale financial assets		—		—			—		—			—		—			—			—			158			158			—			158
Other comprehensive income for the year		0		0			0		0			0		0			(5,796	)		(1,948	)		158			(7,586	)		1,651			(5,935	)
Profit/(loss) for the year		—		—			—		147,972			0		—			—			—			—			147,972			(402	)		147,570
Total comprehensive income for the year		0		0			0		147,972			0		0			(5,796	)		(1,948	)		158			140,386			1,249			141,635

F-43

	Attributable to Equity Holders of the Parent
																	Accumulated Other Comprehensive Income
								Profit															Available-for		Equity
								Attributable															Sale		Attributable			Non-
	Share		Share					to			Interim			Own			Translation			Cash Flow			Financial		to			Controlling
	Capital		Premium		Reserves*			Parent			Dividend			Shares			Differences			Hedges			Assets		Parent			Interests			Equity
	(Expressed in thousands of Euros)
Net movement in own shares		—		—		(5,679	)		—						32,410			—			—			—		26,731			—			26,731
Other changes		—		—		(124	)		—						—			—			—			—		(124	)		44			(80	)
Business combinations		—		—		—			—						—			—			—			—		0			9,876			9,876
Distribution of 2008 profit
Reserves		—		—		73,037			(73,037	)		—			—			—			—			—		0			—			0
Dividends		—		—		—			(48,691	)		—			—			—			—			—		(48,691	)		(54	)		(48,745	)
Interim dividend		—		—		—			—			(31,960	)		—			—			—			—		(31,960	)		(208	)		(32,168	)
Transaction with owners of the Company		0		0		67,235			(121,728	)		(31,960	)		32,410			0			0			0		(54,044	)		9,658			(44,386	)
Balance at 31 December 2009		106,532		121,802		314,903			147,972			(31,960	)		(677	)		(90,253	)		(1,948	)		0		566,371			12,157			578,528
Translation differences		0		0		0			0			0			0			39,520			0			0		39,520			2,705			42,225
Cash flow hedges		0		0		0			0			0			0			0			197			0		197			0			197
Other comprehensive income for the year		0		0		0			0			0			0			39,520			197			0		39,717			2,705			42,422
Profit/(loss) for the year		0		0		0			115,513			0			0			0			0			0		115,513			(246	)		115,267
Total comprehensive income for the year		0		0		0			115,513			0			0			39,520			197			0		155,230			2,459			157,689
Net movement in own shares		0		0		0			0			0			(1,250	)		0			0			0		(1,250	)					(1,250	)
Other changes		0		0		(82	)		0			0			0			0			0			0		(82	)		(213	)		(295	)
Distribution of 2009 profit
Reserves		0		0		88,783			(88,783	)		0			0			0			0			0		0						0
Dividends		0		0		0			(27,229	)		0			0			0			0			0		(27,229	)		(53	)		(27,282	)
Interim dividend		0		0		0			(31,960	)		31,960			0			0			0			0		0						0
Transaction with owners of the Company		0		0		88,701			(147,972	)		31,960			(1,250	)		0			0			0		(28,561	)		(266	)		(28,827	)
Balance at 31 December 2010		106,532		121,802		403,604			115,513			0			(1,927	)		(50,733	)		(1,751	)		0		693,040			14,350			707,390

* Reserves include accumulated earnings, legal reserves and other reserves

The accompanying notes form an integral part of the consolidated financial statements

F-44

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(1)   Nature, Principal Activities and Subsidiaries

(a)  Grifols, S.A.

Grifols, S.A. (hereinafter the Company) was incorporated with limited liability under Spanish law on 22 June 1987. Its registered and tax offices are in Barcelona. The Company’s statutory activity consists of providing corporate and business administrative, management and control services, as well as investing in assets and property. The Company’s principal activity consists of rendering administrative, management and control services to its subsidiaries.

On 17 May 2006 the Company completed its flotation on the Spanish stock market which was conducted through the public offering of 71,000,000 ordinary shares of Euros 0.50 par value each and a share premium of Euros 3.90 per share. The total capital increase (including the share premium) amounted to Euros 312.4 million, equivalent to a price of Euros 4.40 per share.

With effect as of 2 January 2008 the Company’s shares were floated on the Spanish stock exchange’s IBEX-35 index.

All of the Company’s shares are listed on the Barcelona, Madrid, Valencia and Bilbao stock exchanges and on the electronic stock market.

Grifols, S.A. is the parent company of the subsidiaries listed in section 1(b) of these Notes.

Grifols, S.A. and subsidiaries (hereinafter the Group) act on an integrated basis and under common management and their principal activity is the procurement, manufacture, preparation and sale of therapeutic products, especially haemoderivatives.

The main business locations of the Group’s Spanish companies are in Barcelona, Parets del Vallés (Barcelona) and Torres de Cotilla (Murcia), while the American companies’ installations are located in Los Angeles, California (USA).

(b)  Subsidiaries

The Group companies are grouped into three areas: industrial, commercial and services.

•  Industrial area

The following companies are included:

Diagnostic Grifols, S.A. which has registered offices in Parets del Vallès (Barcelona), Spain and was incorporated into the Group on 24 March 1987, and is engaged in the development and manufacture of diagnostic equipment, instrumentation and reagents.

Instituto Grifols, S.A. which has registered offices in Parets del Vallès (Barcelona), Spain, and was incorporated into the Group on 21 September 1987, carries out its activities in the area of bioscience and is engaged in plasma fractioning and the manufacture of haemoderivative pharmaceutical products.

Laboratorios Grifols, S.A., with registered offices in Parets del Vallès (Barcelona), Spain, was incorporated into the Group on 18 April 1989 and is engaged in the production of glass- and plastic-packaged parenteral solutions, parenteral and enteral nutrition products and blood extraction equipment and bags. Its production facilities are in Barcelona and Murcia.

Biomat, S.A., with registered offices in Parets del Vallès (Barcelona), Spain, was incorporated into the Group on 30 July 1991. It operates in the field of bioscience and basically engages in analysis and certification of the quality of plasma used by Instituto Grifols, S.A. It also provides transfusion centres with plasma virus inactivation services.

F-45

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Grifols Engineering, S.A., with registered offices in Parets del Vallès (Barcelona), Spain, was incorporated into the Group on 14 December 2000 and is engaged in the design and development of the Group’s manufacturing installations and part of the equipment and machinery used at these premises. The company also renders engineering services to third parties.

Logister, S.A. was incorporated with limited liability under Spanish law on 22 June 1987 and its registered offices are at Polígono Levante, calle Can Guasch, s/n, 08150 Parets del Vallés, Barcelona. Its activity comprises the manufacture, sale and purchase, marketing and distribution of all types of computer products and materials. 99.985% of this company is solely-owned directly by Movaco, S.A., another subsidiary.

Biomat USA, Inc., with registered offices at 1209, Orange Street, Wilmington, New Castle (Delaware Corporation) (USA), was incorporated into the Group on 1 March 2002 and carries out its activities in the area of bioscience, procuring human plasma. Since 1 November 2007, this company’s share capital is held by Instituto Grifols, S.A. and Grifols, Inc.

Grifols Biologicals, Inc., with registered offices at 15 East North Street, Dover, (Delaware) (USA), was incorporated into the Group on 15 May 2003 and is exclusively engaged in plasma fractioning and the production of haemoderivatives. Grifols, Inc. directly owns 100% of this company.

PlasmaCare, Inc., with registered offices at 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801, was incorporated into the Group on 3 March 2006 and carries out its activities in the area of bioscience, procuring human plasma. Since 1 November 2007, this company’s share capital is held by Instituto Grifols, S.A. and Grifols, Inc.

Plasma Collection Centers, Inc., with registered offices at 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801 (USA) and incorporated on 2 March 2007. Its activity, developed in the bioscience area, consists of procuring human plasma. 100% of this company’s share capital is held directly by Biomat USA, Inc. In January 2010 Plasma Collection Centers, Inc. merged with Biomat USA, Inc., having no impact on the Group.

Lateral Grifols Pty Ltd. (formerly Diamed Australia Pty Ltd.), with registered offices at Unit 5/80 Fairbank, Clayton South, Victoria 3149 (Australia), was incorporated into the Group on 3 March 2009. Its activity consists of the distribution of pharmaceutical products and the development and manufacture of reagents for diagnostics. This company is directly and fully owned by Woolloomooloo Holdings Pty Ltd.

Medion Grifols Diagnostic AG, with registered offices at Bonnstrasse, 9, 3186 Düdingen, Switzerland, was incorporated into the Group on 3 March 2009. The Company’s statutory activity consists of development and production in the biotechnology and diagnostic sectors. 80% of this company is directly held by Saturn Investments AG.

•  Commercial area

The companies responsible for the marketing and distribution of, mainly, products manufactured by the industrial area companies are all grouped in the commercial area.

Movaco, S.A. was incorporated with limited liability under Spanish law on 21 July 1987 and its registered offices are at Polígono Levante, calle Can Guasch, s/n, 08150 Parets del Vallés, Barcelona. Its principal activity is the distribution and sale of reagents, chemical products and other pharmaceutical specialities, and of medical-surgical materials, equipment and instruments for use in laboratories and healthcare centres.

Grifols International, S.A., with registered offices in Parets del Vallès (Barcelona), Spain, was incorporated into the Group on 4 June 1997. This company directs and coordinates the marketing, sales and logistics

F-46

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

for all the Group’s commercial subsidiaries. Products are marketed through subsidiaries operating in different countries. These subsidiaries, their registered offices and date of incorporation into the Group, are listed below.

Grifols Portugal Productos Farmacéuticos e Hospitalares, Lda., was incorporated with limited liability under Portuguese law on 10 August 1988. Its registered offices are at Jorge Barradas, 30—c R/C, 1500 Lisbon (Portugal) and it imports, exports and markets pharmaceutical and hospital equipment and products particularly Grifols products. 99.99% of this company is owned directly by Movaco, S.A.

Grifols Chile, S.A. was incorporated under limited liability in Chile on 2 July 1990. Its registered offices are at calle Avda. Americo Vespucio 2242, Comuna de Conchali, Santiago de Chile (Chile). Its statutory activity comprises the development of pharmaceutical businesses, which can involve the import, production, marketing and export of related products.

Grifols Argentina, S.A. was incorporated with limited liability in Argentina on 1 November 1991 and its registered offices are at Bartolomé Mitre 1371, fifth floor office “P” (CP 1036), Buenos Aires (Argentina). Its statutory activity consists of clinical and biological research, the preparation of reagents and therapeutic and diet products, the manufacture of other pharmaceutical specialities and the marketing thereof.

Grifols s.r.o. was incorporated with limited liability under Czech Republic law on 15 December 1992. Its registered offices are at Zitná 2, Praga (Czech Republic) and its statutory activity consists of the purchase, sale and distribution of chemical-pharmaceutical products, including human plasma.

Logistica Grifols, S.A. de C.V. (formerly Grifols México, S.A. de C.V.) was incorporated with limited liability under Mexican law on 9 January 1970, with registered offices at calle Eugenio Cuzin n^o 909, Parque Industrial Belenes Norte, 45150 Zapopan, Jalisco (Mexico). Its statutory activity comprises the manufacture and marketing of pharmaceutical products for human and veterinary use. On 6 May 2008 Grifols Mexico S.A. de C.V. was spun off into two companies and its name was changed to Logística Grifols, S.A. de C.V.

Grifols México, S.A. de C.V. was incorporated with limited liability under Mexican law on 6 May 2008, as a result of the spin off of the former company Grifols Mexico, S.A. de C.V. Its registered offices are at calle Eugenio Cuzin n^o 909, Parque Industrial Belenes Norte, 45150 Zapopan, Jalisco (Mexico). Its statutory activity comprises the production, manufacture, adaptation, conditioning, sale and purchase, commissioning, representation and consignment of all kinds of pharmaceutical products and the acquisition of machinery, equipment, raw materials, tools, assets and property for the aforementioned purposes.

Grifols USA, LLC. was incorporated in the State of Florida (USA) on 19 April 1990. Its registered offices are at 8880 N.W. 18 Terrace, Miami, Florida (USA) and its statutory activity is any activity permitted by US legislation. This company is 100% directly owned by Grifols Biologicals, Inc.

Grifols Italia S.p.A. has its registered offices at Via Carducci 62 d, 56010 Ghezzano, Pisa (Italy) and its statutory activity comprises the purchase, sale and distribution of chemical-pharmaceutical products. 66.66% of this company was acquired on 9 June 1997 and the remaining 33.34% on 16 June 2000.

Grifols UK Ltd., the registered offices of which are at 72, St. Andrew’s Road, Cambridge CB4 1G (United Kingdom), is engaged in the distribution and sale of therapeutic and other pharmaceutical products, especially haemoderivatives. 66.66% of this company was acquired on 9 June 1997 and the remaining 33.34% on 16 June 2000.

Grifols Deutschland GmbH was incorporated with limited liability under German law on 21 May 1997, with registered offices at Siemensstrasse 32, D-63225 Langen (Germany). Its statutory activity consists of the import, export, distribution and sale of reagents, chemical and pharmaceutical products, especially to laboratories and healthcare centres, and medical and surgical materials, equipment and instruments for laboratory use.

F-47

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Grifols Brasil, Ltda. was incorporated with limited liability in Brazil on 4 May 1998. Its registered offices are at Rua Marechal Hermes 247, Centro Cívico, CEP 80530-230, Curitiba (Brazil). Its statutory activity consists of the import and export, preparation, distribution and sale of pharmaceutical and chemical products for laboratory and hospital use, and medical-surgical equipment and instrumentation.

Grifols France, S.A.R.L. was incorporated with limited liability under French law on 2 November 1999, with registered offices at Centre d’affaires auxiliares system, Bat. 10, Parc du Millenaire — 125, Rue Henri Becquerel, 34036, Montpellier (France). Its statutory activity is the marketing of chemical and healthcare products.

Alpha Therapeutic Italia, S.p.A. was incorporated on 3 July 2000, with registered offices at Piazza Meda 3, 20121 Milan (Italy), and engages in the distribution and sale of therapeutic products, especially haemoderivatives.

Grifols Asia Pacific Pte, Ltd was incorporated on 10 September 1986 , with registered offices at 501 Orchard Road #20-01 Wheelock Place, Singapore, and its activity consists of the distribution and sale of medical and pharmaceutical products.

Grifols Malaysia Sdn Bhd is partly owned (30%) by Grifols Asia Pacific Pte, Ltd. The registered offices of this company are in Selangor (Malaysia) and it engages in the distribution and sale of pharmaceutical products.

Grifols (Thailand) Ltd was incorporated on 1 September 1995 and its registered offices are at 287 Liberty Square Level 8, Silom Road, Bangkok. Its activity comprises the import, export and distribution of pharmaceutical products. 48% of this company is directly owned by Grifols Asia Pacific Pte., Ltd.

Grifols Polska Sp.z.o.o. was incorporated on 12 December 2003, with registered offices at UL. Nowogrodzka, 68, 00-116, Warsaw, Poland, and engages in the distribution and sale of pharmaceutical, cosmetic and other products.

Australian Corporate Number 073 272 830 Pty Ltd. (formerly Lateral Grifols Diagnostics Pty Ltd.), with registered offices at Unit 5/80 Fairbank, Clayton South, Victoria 3149 (Australia) was incorporated into the Group on 3 March 2009. Its activity comprises the distribution of pharmaceutical products and reagents for diagnostics. This company is 100% directly held by Woolloomooloo Holdings Pty Ltd.

Medion Diagnostics GmbH with registered offices at Lochhamer Schlag 12 D-82166 Gräfelfing (Germany), was incorporated into the Group on 3 March 2009. The Company’s statutory activity consists of the distribution and sale of biotechnological and diagnostic products. This company is directly and fully owned by Medion Grifols Diagnostic AG.

Grifols Nordic, AB (formerly Xepol, AB) with registered offices in Engelbrekts Kyrkogata 7B 114 26 Stockhom, Sweden, was incorporated into the Group on 3 June 2010. Its activity consists of research and development, production and marketing, either directly or through subsidiaries, of pharmaceutical products, medical devices and any other asset deriving from the aforementioned activities. This company is 100% directly owned by Grifols, S.A.

Grifols Colombia, Ltda, with registered offices at Cra 7 71-52 TBP 9 Cundinamarca, Bogota, Colombia, was incorporated on 3 June 2010. Its activity consists of the sale, commercialisation and distribution of medicines, pharmaceutical (including but not limited to haemoderivatives) and hospital products, medical devices, biomedical equipment, laboratory instruments and reactives for diagnosis and/or sanitary software.

F-48

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

•  Services area

The following companies are included in this area:

Grifols, Inc. was incorporated on 15 May 2003 with registered offices at 15 East North Street, Dover (Delaware, USA). Its principal activity is the holding of investments in Group companies.

Grifols Viajes, S.A., with registered offices in Barcelona, Spain, was incorporated into the Group on 31 March 1995 and operates as a retail travel agency exclusively serving Group companies.

Squadron Reinsurance Ltd., with registered offices in Dublin, Ireland, was incorporated into the Group on 25 April 2003 and engages in the reinsurance of Group companies’ insurance policies.

Arrahona Optimus, S.L., with registered offices in Barcelona, Spain, was incorporated into the Group on 28 August 2008. The Company’s statutory activity is the development and construction of offices and business premises. Its only asset is the office complex located in the municipality of Sant Cugat del Vallés.

Gri-Cel, S.A., with registered offices at Avenida de la Generalitat 152, Sant Cugat del Vallés (Barcelona), was incorporated on 9 November 2009. The Company’s statutory activity consists of research and development in the field of regenerative medicine, awarding of research grants, subscription to collaboration agreements with entities and participation in projects in the area of regenerative medicine.

Saturn Australia Pty Ltd., with registered offices at Unit 5/80 Fairbank, Clayton South, Victoria 3149 (Australia), was incorporated into the Group on 3 March 2009. Its activity consists of holding shares and investments. This company is directly and fully owned by Woolloomooloo Holdings Pty Ltd.

Saturn Investments AG, with registered offices at c/o Dr. Christoph Straub, Hanibuel 8, CH 6300 Zug (Switzerland) was incorporated into the Group on 3 March 2009. Its activity consists of the holding of shares. This company is directly and fully owned by Saturn Australia Pty Ltd.

Woolloomooloo Holdings Pty Ltd., with registered offices at Unit 5/80 Fairbank, Clayton South, Victoria 3149 (Australia), was incorporated into the Group on 3 March 2009. Its activity consists of holding shares. 49% of this holding company is directly held by Grifols, S.A.

(c)  Associates and other participations

Quest Internacional, Inc, 35% owned by Diagnostic Grifols, S.A., with registered offices in Miami, Florida (USA), engages in the manufacture and marketing of reagents and clinical analysis instruments. On 9 November 2010 the Group sold the interest it held in this company.

UTE Salas Blancas, a joint venture participated in 50% by Grifols Engineering, S.A. was formed in 2009 and is domiciled at calle Mas Casanovas 46, Barcelona. Its statutory activity consists of the drafting of the project, execution of works and installation of clean rooms and other facilities in the Banc de Sang i Teixits (blood and tissue bank) wing of a hospital.

Nanotherapix, S.L. was incorporated on 25 June 2009 and is 51% owned by Gri-Cel, S.A. through a share capital increase carried out on 9 March 2010. This company is domiciled at Avenida Generalitat 152, San Cugat del Valles, Barcelona and its activity consists of the development, validation and production of the technology required to implement the use of genetic and cellular therapy for the treatment of human and animal pathologies.

F-49

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(2)   Basis of Presentation of the Consolidated Financial Statements

The accompanying consolidated financial statements have been authorised for issue by the directors of Grifols, S.A. on the basis of the accounting records of Grifols, S.A. and of the Group companies. The accompanying consolidated financial statements for 2010, 2009 and 2008 have been prepared under International Financial Reporting Standards, as issued by the International Accounting Standard Board (IFRS-IASB) to present fairly the consolidated equity and consolidated financial position of Grifols, S.A. and subsidiaries at 31 December 2010 and 2009, as well as the consolidated results from their operations, consolidated comprehensive income, consolidated cash flows and changes in consolidated equity for the three-year period then ended.

After having received the required authorizations from the Federal Trade Commission (FTC) of the United States of America, the acquisition of the American Talecris Biotherapeutics Holdings Corp (Talecris) by Grifols was completed on 2 June, 2011 and the financing arrangements which were held on stand-by were released. In order to comply with the Registration rules of the Securities and Exchange Commission and in connection with the filing of a F-4 Registration Statement, Grifols is required to disclose, as additional and updated information, consolidating financial information for each of the annual periods ended 31 December 2010, 2009 and 2008 for its subsidiaries which act as guarantors to the financing arrangements, and also to update post-balance sheet date events, in respect to the financial statements for the same periods issued on 29 March 2011.

The Board of Directors of Grifols have therefore, issued these consolidated financial statements to comply with the SEC rules and include the additional disclosures of the guarantors and updated post-balance sheet date events. The additional disclosures are addressed in the notes 35 and 36.

The Group adopted EU-IFRS for the first time on 1 January 2004 and has been preparing its consolidated annual accounts under International Financial Reporting Standards, as adopted by the European Union (IFRS-EU) as required by Capital markets regulations governing the presentation of financial statements by companies whose debt or own equity instruments are listed on a regulated market.

The Group’s consolidated financial statements for 2010, 2009 and 2008 have been prepared under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board, and in the case of Grifols, S.A. and subsidiaries do not differ from IFRS as adopted by the European Union taking into account all mandatory accounting policies and rules and measurement bases with material effect, as well as the alternative treatments permitted by the relevant standards in this connection.

(a)  Changes to IFRS in 2010, 2009 and 2008

In accordance with IFRSs, the following should be noted in connection with the scope of application of IFRS and the preparation of these consolidated financial statements of the Group.

Effective date in 2008

Standards that have not affected the Group

•  Amendment to IAS 39 Reclassification of Financial Assets: Effective Date and Transition (effective date 1 July 2008).

•  IFRIC 16 Hedges of a Net Investment in a Foreign Operation (effective date 1 October 2008).

•  IFRIC 12 Service Concession Arrangements (effective date 1 January 2008).

•  IFRIC 14 IAS 19 The Limit of a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective date 1 January 2008)

F-50

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

•  Amendments to IAS 39 and IFRS 7: Reclassification of Financial Instruments (effective date 1 July 2008).

Effective date in 2009

a)  Standards effective as of 1 January 2009 that have required changes to accounting policies and presentation

•  IAS 1 Presentation of Financial Statements (revised 2007) (annual periods beginning on or after 1 January 2009). This standard modifies the requirements for presentation of the financial statements, introducing the statement of comprehensive income, which comprises income and other comprehensive income. Entities may also present two separate statements, an income statement showing profit or loss for the year and a statement of other comprehensive income presenting profit or loss for the year and other comprehensive income. When an entity changes an accounting policy retrospectively or makes a retrospective reclassification of items in its financial statements, it must also present a statement of financial position (balance sheet) as at the beginning of the earliest comparative period.

•  IFRS 8 Operating Segments (annual periods beginning on or after 1 January 2009). The impact of this standard mainly relates to the disclosure of financial information by segment. See note 6.

•  IAS 23 Borrowing Costs (revised 2007) (annual periods beginning on or after 1 January 2009). This is a change in accounting policy. The Group applies this standard to borrowing costs related to qualifying assets capitalised on or subsequent to the date this standard became effective. The standard eliminates the possibility of recognising these borrowing costs as an expense, stipulating that borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset. Since 1 January 2009 the Group has capitalised interest amounting to Euros 1,278 thousand (see note 26).

•  Amendments to IFRS 7: “Improving Disclosures about Financial Instruments” (applicable for years beginning on or after 1 January 2009).

b) Standards effective as of 1 January 2009 that have not affected the Group

•  IFRIC 13 Customer Loyalty Programmes (annual periods beginning after 31 December 2008).

•  IFRS 2 Share-Based Payment: Modifications to vesting conditions and cancellations (applied retrospectively to annual periods beginning on or after 1 January 2009).

•  IAS 32 Financial Instruments: Presentation and IAS 1: Presentation of Financial Statements: Changes to puttable financial instruments and obligations arising on liquidation (effective as of 1 January 2009).

•  Improvements to IFRSs. This document modifies various standards and is effective for years beginning on or after 1 July 2009.

•  IFRS 1 First-time Adoption of International Financial Reporting Standards and IAS 27 Consolidated and Separate Financial Statements: These changes relate to the measurement of investments in separate financial statements. This standard is applied prospectively for years started on or after 1 January 2009.

•  Embedded derivatives: Amendments to IFRIC 9 and IAS 39 (applicable for years started after 31 December 2008).

•  IFRS 1 First-time Adoption of International Financial Reporting Standards (applicable to annual periods beginning after 31 December 2009). This change does not affect the Group.

•  IFRIC 15 Agreements for the Construction of Real Estate.

F-51

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

•  IFRIC 17 Distribution of Non-Cash Assets to Owners (effective date: 1 July 2009).

•  IFRIC 18 Transfers of Assets from Customers (effective date: 1 July 2009).

•  IAS 39 Financial Instruments: Recognition and Measurement. Changes to the items that can be classified as hedged. The amendment clarifies the types of risks that can be classified as hedged when applying hedge accounting (effective date: 1 July 2009).

Effective date in 2010

•  Amendment to IFRS 2 Group Cash-settled Share Based Payment Transactions (effective date: 1 January 2010).

•  2009 improvements to IFRSs (effective date: 1 January 2010).

•  Amendment to IAS 32 Financial Instruments: Presentation, Classification of Rights Issues (effective date: 1 February 2010).

•  IFRIC 19 Extinguishing financial liabilities with equity instruments (effective date: 1 July 2010).

•  Amendment to IFRS 1 Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters (effective date: 1 July 2010).

•  IFRS 3 Amendments resulting from May 2010 Annual Improvements (effective date: 1 July 2010).

•  IAS 27 Amendments resulting from May 2010 Annual Improvements (effective date: 1 July 2010).

In accordance with the new IFRS 3 (mandatory application in years starting after 1 July 2009), transaction costs, which differ from costs of issuing debt or equity instruments, are recognised as an expense as incurred. The application of this new standard has an impact on the consolidated financial statements of the Grifols Group (see note 15).

The application of the other standards has not had a significant impact on the Group’s consolidated financial statements or has not been applicable.

Standards issued but not effective on 2010

•  IAS 24 Revised Related Party Disclosures

•  Amendment to IFRIC 14: Prepayment of a minimum funding requirement (effective date: 1 January 2011).

•  IFRS 7 Amendments resulting from May 2010 Annual Improvements (effective date: 1 January 2011).

•  Amendment to IFRIC 13 Customer Loyalty Programmes (effective date: 1 January 2011).

•  IAS 34 Amendments resulting from May 2010 Annual Improvements (effective date: 1 January 2011).

•  IAS 1 Amendments resulting from May 2010 Annual Improvements (effective date: 1 January 2011).

The Group has not applied any of the standards or interpretations issued prior to their deadline. The Company’s directors do not expect that the entry into force of these modifications will have a significant effect on the consolidated financial statements.

(b)  Relevant accounting estimates, assumptions and judgements used when applying accounting principles

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of Group accounting policies. A

F-52

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

summary of the items requiring a greater degree of judgement or complexity, or where the assumptions and estimates made are significant to the preparation of the consolidated financial statements, are as follows:

•  The assumptions used for calculation of the fair value of financial instruments (see note 4 (k)).

•  Measurement of assets and goodwill to determine any related impairment losses (see note 4(i)).

•  Useful lives of property, plant and equipment and intangible assets (see notes 4(g) and 4(h)).

•  Evaluation of the capitalisation of development costs (see note 4(h)).

•  Evaluation of provisions and contingencies (see note 4(r)).

•  Evaluation of the effectiveness of hedging (see note 4(l) and 17 (f)).

•  The application of the definition of a business (see note 4(b)).

F-53

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(c)  Consolidation

The percentages of direct or indirect ownership of subsidiaries by the Company at 31 December 2010, 2009 and 2008, as well as the consolidation method used in each case for preparation of the accompanying consolidated financial statements, are detailed below:

	31/12/10				31/12/09				31/12/08
	Percentage Ownership				Percentage Ownership				Percentage Ownership
	Direct		Indirect		Direct		Indirect		Direct		Indirect
Parent
Grifols, S.A.
Fully-consolidated companies
Laboratorios Grifols, S.A.		99.998		0.002		99.998		0.002		99.998		0.002
Instituto Grifols, S.A.		99.998		0.002		99.998		0.002		99.998		0.002
Movaco, S.A.		99.999		0.001		99.999		0.001		99.999		0.001
Grifols Portugal Productos Farmacéuticos e Hospitalares, Lda.		0.010		99.990		0.015		99.985		0.015		99.985
Diagnostic Grifols, S.A.		99.998		0.002		99.998		0.002		99.998		0.002
Logister, S.A.		—		100.000		—		100.000		—		100.000
Grifols Chile, S.A.		99.000		—		99.000		—		99.000		—
Biomat, S.A.		99.900		0.100		99.900		0.100		99.900		0.100
Grifols Argentina, S.A.		99.260		0.740		100.000		—		100.000		—
Grifols, s.r.o.		100.000		—		100.000		—		100.000		—
Logistica Grifols S.A. de C.V.		99.990		0.010		100.000		—		100.000		—
Grifols México, S.A. de C.V.		99.990		0.010		100.000		—		100.000		—
Grifols Viajes, S.A.		99.900		0.100		99.900		0.100		99.900		0.100
Grifols USA, LLC.		—		100.000		—		100.000		—		100.000
Grifols International, S.A.		99.900		0.100		99.900		0.100		99.900		0.100
Grifols Italia, S.p.A.		100.000		—		100.000		—		100.000		—
Grifols UK, Ltd.		100.000		—		100.000		—		100.000		—
Grifols Deutschland, GmbH		100.000		—		100.000		—		100.000		—
Grifols Brasil, Ltda.		100.000		—		100.000		—		100.000		—
Grifols France, S.A.R.L.		99.000		1.000		99.000		1.000		99.000		1.000
Grifols Engineering, S.A.		99.950		0.050		99.950		0.050		99.950		0.050
Biomat USA, Inc.		—		100.000		—		100.000		—		100.000
Squadron Reinsurance Ltd.		100.000		—		100.000		—		100.000		—
Grifols Inc.		100.000		—		100.000		—		100.000		—
Grifols Biologicals Inc.		—		100.000		—		100.000		—		100.000
Alpha Therapeutic Italia, S.p.A.		100.000		—		100.000		—		100.000		—
Grifols Asia Pacific Pte., Ltd.		100.000		—		100.000		—		100.000		—

F-54

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

	31/12/10				31/12/09				31/12/08
	Percentage Ownership				Percentage Ownership				Percentage Ownership
	Direct		Indirect		Direct		Indirect		Direct		Indirect
Grifols Malaysia Sdn Bhd		—		30.000		—		30.000		—		30.000
Grifols (Thailand) Ltd.		—		48.000		—		48.000		—		48.000
Grifols Polska Sp.z.o.o.		100.000		—		100.000		—		100.000		—
Plasmacare, Inc.		—		100.000		—		100.000		—		100.000
Plasma Collection Centers, Inc.		—		—		—		100.000		—		100.000
Arrahona Optimus S.L.		99.995		0.005		100.000		—		100.000		—
Woolloomooloo Holdings Pty Ltd.		49.000		—		49.000		—		—		—
Lateral Grifols Pty Ltd.		—		49.000		—		49.000		—		—
Australian Corporate Number 073 272 830 Pty Ltd		—		49.000		—		49.000		—		—
Saturn Australia Pty Ltd.		—		49.000		—		49.000		—		—
Saturn Investments AG		—		49.000		—		49.000		—		—
Medion Grifols Diagnostic AG		—		39.200		—		39.200		—		—
Medion Diagnostics GmbH		—		39.200		—		39.200		—		—
Gri-Cel, S.A.		0.001		99.999		0.001		99.999		—		—
Grifols Colombia, Ltda.		99.000		1.000		—		—		—		—
Grifols Nordic AB		100.000		—		—		—		—		—

	31/12/10				31/12/09				31/12/08
	Percentage Ownership				Percentage Ownership				Percentage Ownership
	Direct		Indirect		Direct		Indirect		Direct		Indirect
Companies accounted for using the equity method
Quest International, Inc.		—		—		—		35.000		—		35.000
Nanotherapix, S.L		—		51.000		—		—		—		—

Subsidiaries in which the Company directly or indirectly owns the majority of equity or voting rights have been fully consolidated. Associates in which the Company owns between 20% and 50% of share capital and has no power to govern the financial or operating policies of these companies have been accounted for under the equity method.

Although the Group holds 30% of the shares with voting rights of Grifols Malaysia Sdn Bhd, it controls the majority of the profit-sharing and voting rights of Grifols Malaysia Sdn Bhd through a contract with the other shareholder and a pledge on its shares.

Grifols (Thailand) Ltd. has two classes of shares and it grants the majority of voting rights to the class of shares held by the Group.

F-55

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

The Group holds 99% of the voting rights in its Australian and Swiss subsidiaries.

On 9 March 2010 one of the Group companies acquired 51% of Nanotherapix, S.L., a technologically based company which engages in advisory services, training of researchers, design and development of technologies, services, know-how, molecules and products applied to biotechnology, biomedicine and pharmaceutical fields. The investment has been made through a share capital increase of Euros 1,474 thousand in 2010 and between 2011 and 2014 successive contributions will be made through additional yearly share capital increases amounting to Euros 1,472 thousand. These contributions are dependent on certain shareholders of Nanotherapix, S.L. performing research advisory and management tasks for this company. The acquisition of Nanotherapix, S.L. has been treated as an equity-accounted joint venture, as the company’s strategic and operational decisions require unanimous consent of the parties sharing control and Grifols does not have the majority vote in the board of directors. Due to the losses incurred by Nanotherapix, S.L., impairment has been made for part of the investment in 2010 (see note 10).

On 3 June 2010 the Group acquired 100% of Xepol AB (now Grifols Nordic AB) which holds the intellectual property rights for the treatment of the post-polio syndrome which includes patents for the USA, Europe and Japan for a specific method of treatment for this syndrome using intravenous immunoglobulin (haemoderivative). The sum paid for this acquisition amounted to Euros 2,255 thousand. The assets acquired and liabilities assumed do not constitute a business pursuant to the definition provided in IFRS 3 and, therefore, the transaction has been recognised as the acquisition of an intangible asset.

On 9 November 2010 the Group sold the 35% interest it held in the US company Quest International, Inc. for a sales price of Euros 621 thousand.

(3)   Business Combinations

(a)  Acquisition of plasma collection centre from AmeriHealth Plasma LLC.

On 1 April 2008 the Group acquired through Biomat USA, Inc. a plasma collection centre in the USA from AmeriHealth Plasma LLC.

The business combination cost included a contingent price of Euros 1,328 thousand based on the number of litres of certain products obtained during the following three years. The contingent price has been determined based on the present value of the estimated payments during the aforementioned period. In 2009 the estimated contingent price increased by Euros 225 thousand.

Details of the aggregate business combination cost and fair value of the net assets acquired and goodwill at the acquisition date are as follows:

	2009			2008
	Thousands of Euros
Cost of the business combination
Cash paid		632			632
Fair value of deferred payment		1,968			1,743
		2,600			2,375
Fair value of net assets acquired		3			3
Goodwill		2,597			2,372
		(see note 7	)		(see note 7	)

Goodwill generated in the acquisition is attributed to the blood donors list of the plasma centre, an intangible which is not a contractual or separable asset and other expected benefits from the business combination related with the assets and activities of the Group.

F-56

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Had the acquisition taken place at 1 January 2008, the Group’s revenue and consolidated profit for the year would not have varied significantly. The profit generated between the acquisition date and 31 December 2008 is immaterial.

(b)  Acquisition of Australian-Swiss group

On 3 March 2009 the Group acquired 49% of the economic rights and 99% of the voting rights in a holding company of the Australian-Swiss group Woolloomooloo Holdings Pty Ltd, thereby gaining control of this group, for Euros 25 million through a share capital increase fully subscribed by Grifols, S.A.

Details of the aggregate business combination cost, the fair value of the net assets acquired and goodwill at the acquisition date were follows:

	Thousands of Euros
Cost of the business combination
Cash paid		25,000
Fair value of deferred payment		497
Total cost of the business combination		25,497
Fair value of net assets acquired		9,307
Goodwill		16,190
		(see note 7	)

Although at 3 March 2009 not all the information necessary to allocate the purchase price correctly between the different balance sheet captions used in the business combination was available to the Group, further information was obtained at 31 December 2009 which made it possible to allocate assets and liabilities more accurately in accordance with the amounts indicated in the table above. Upon completion of the analysis, no changes have arisen to the estimate made at 31 December 2009.

Goodwill generated in the acquisition is attributed to the synergies and other expected benefits from the business combination of the assets and activities of the Group.

The Australian-Swiss Group provides the commercial strength required by Grifols to consolidate and increase its presence in the diagnostic markets of Australia and New Zealand, which until this acquisition consisted only of the sale of instruments through distributors.

After obtaining the licence for Flebogamma DIF in Australia (next generation IVIG), Grifols haemoderivatives began to be commercialised in this country.

Grifols’s investment also included the acquisition under the same terms, of Medion, located in Switzerland, which has developed new technology for determining blood groups, supplementary to that used by Grifols.

Had the acquisition taken place at 1 January 2009, the Group’s revenue and consolidated profit for the period would not have varied significantly. Accumulated losses incurred by the Australian-Swiss group attributable to the Group results from the date of acquisition to 31 December 2009 amounted to Euros 652 thousand.

F-57

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

At the date of acquisition the amounts of recognised assets, liabilities and contingent liabilities are as follows:

	Fair Value			Book Value
	Thousands of Euros
Intangible assets (note 8)		6,525			476
Property, plant and equipment (note 9)		2,307			3,113
Deferred tax assets (note 29)		500			258
Inventories (note 12)		3,549			3,549
Trade and other receivables		2,096			2,096
Other assets		293			293
Cash and cash equivalents		10,112			10,112
Total assets		25,382			19,897
Trade and other payables		3,165			3,165
Other liabilities		1,273			1,272
Deferred tax liabilities (note 29)		1,761			551
Total liabilities and contingent liabilities		6,199			4,988
Total net assets		19,183			14,909
Non-controlling interests (note 19)		(9,876	)
Total net assets acquired		9,307
Goodwill (note 7)		16,190
Cash paid		25,497
Cash and cash equivalents of the acquired company		(10,112	)
Cash outflow for the acquisition		15,385

Intangible assets were measured at fair value. The royalty relief method has been used to measure certain patents acquired by the Group. An 8% royalty was considered, together with a discount rate after tax of 10%. Patents were measured on the basis of projected sales for a fifteen-year period.

(4)   Accounting and Valuation Principles Applied

(a)  Subsidiaries

Subsidiaries are entities, including special purpose entities (SPE), over which the Group exercises control, either directly or indirectly through other subsidiaries. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights held by the Group or other entities that are exercisable or convertible at the end of each reporting period are considered.

Information on subsidiaries forming the consolidated Group is included in note 2 (c).

The income, expenses and cash flows of subsidiaries are included in the consolidated financial statements from the date of acquisition, which is when the Group takes control, until the date that control ceases.

All significant balances and transactions as well as any unrealised gains or losses are eliminated in the consolidation process.

F-58

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

The accounting principles and criteria used by subsidiaries have been consistent with those applied by the Company in the preparation of the consolidated financial statements.

The financial statements of subsidiaries refer to the same date and the same reporting period as the financial statements of Grifols, S.A.

(b)  Business combinations

As permitted by IFRS 1: First-time Adoption of International Financial Reporting Standards, the Group has recognized only business combinations that occurred on or after 1 January 2004, date of transition to IFRS, using the acquisition method. Entities acquired prior to that date were recognised in accordance with accounting principles prevailing at that time, taking into account the necessary corrections and adjustments at the transition date.

The Group applies the revised IFRS 3: Business Combinations in transactions made subsequent to 1 January 2010.

The Company applies the acquisition method for business combinations.

The acquisition date is the date on which the Company obtains control of the acquiree.

Business combinations made subsequent to 1 January 2010

The consideration transferred in a business combination is determined at acquisition date and calculated as the sum of the fair values of the assets transferred, the liabilities incurred or assumed, the equity interests issued and any asset or liability contingent consideration depending on future events or the compliance of certain conditions in exchange for the control of the business acquired.

The consideration transferred excludes any payment that does not form part of the exchange for the acquired business. Acquisition-related costs are accounted for as expenses when incurred. Share increase costs are recognised as equity when the increase takes place and borrowing costs are deducted from the financial liability when it is recognised.

At the acquisition date the Group recognizes, at fair value, the assets acquired and liabilities assumed. Liabilities assumed include contingent liabilities provided that they represent present obligations that arise from past events and their fair value can be measured reliably. The Group also recognises indemnification assets transferred by the seller at the same time and following the same measurement criteria as the item that is subject to indemnification from the acquired business taking into consideration, where applicable, the insolvency risk and any contractual limit on the indemnity amount.

This criteria does not include non-current assets or disposable groups of assets which are classified as held for sale, long-term defined benefit employee benefit liabilities, share-based payment transactions, deferred tax assets and liabilities and intangible assets arising from the acquisition of previously transferred rights.

Assets and liabilities assumed are classified and designated for subsequent measurement in accordance with the contractual terms, economic conditions, operating or accounting policies and other factors that exist at the acquisition date, except for leases and insurance contracts.

The excess between the consideration transferred and the value of net assets acquired and liabilities assumed, less the value assigned to minority interests, is recognised as goodwill. Where the excess is negative, a bargain purchase gain is recognized immediately in profit and loss.

Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity.

F-59

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Otherwise, subsequent changes to the fair value of the contingent consideration are recognized in profit and loss.

Business combinations made prior to 1 January 2010

The cost of the business combination is calculated as the sum of the acquisition-date fair values of the assets transferred, the liabilities incurred or assumed, and equity instruments issued by the Group, in exchange for control of the acquiree, plus any costs directly attributable to the business combination. Any additional consideration contingent on future events or the fulfilment of certain conditions is included in the cost of the combination provided that it is probable that an outflow of resources embodying economic benefits will be required and the amount of the obligation can be reliably estimated. Subsequent recognition of contingent considerations or subsequent variations to contingent considerations are recognised as a prospective adjustment to the cost of the business combination.

Where the cost of the business combination exceeds the Group’s interest in the fair value of the identifiable net assets of the entity acquired, the difference is recognised as goodwill. If the acquirer’s interest in the fair value of net assets exceeds the cost of the business combination, the difference remaining after reassessment is recognised by the acquirer in profit and loss.

(c)  Non-controlling interests

Prior to adoption of IFRS 3 (Revised) non-controlling interests in subsidiaries acquired after 1 January 2004 were recognised at the acquisition date at the proportional part of the fair value of the identifiable net assets. Non-controlling interests in subsidiaries acquired prior to the transition date were recognised at the proportional part of the equity of the subsidiaries at the date of first consolidation.

Non-controlling interests are disclosed in the consolidated balance sheet under equity separately from equity attributable to the parent. Non-controlling interests’ share in consolidated profit or loss for the year (and in consolidated comprehensive income for the year) is disclosed separately in the consolidated income statement (consolidated statement of comprehensive income).

Consolidated comprehensive income and changes in equity of the subsidiaries attributable to the Group and non-controlling interests after consolidation adjustments and eliminations, is determined in accordance with the percentage ownership at year end, without considering the possible exercise or conversion of potential voting rights and after discounting the effect of dividends, agreed or otherwise, on preference shares with cumulative rights classified in equity accounts. However, Group and non-controlling interests are calculated taking into account the possible exercise of potential voting rights and other derivative financial instruments which, in substance, currently allow access to the economic benefits associated with the interests held, such as entitlement to a share in future dividends and changes in the value of subsidiaries.

The excess of losses attributable to non-controlling interests, which cannot be attributed to the latter as such losses exceed their interest in the equity of the Company, is recognised as a decrease in the equity of the Company, except when the non-controlling interests are obliged to assume part or all of the losses and are in a position to make the necessary additional investment. Subsequent profits obtained by the Group are attributed to the Company until the non-controlling interests’s share in prior years’ losses is recovered.

As of 1 January 2010 and in accordance with IFRS 3 (Revised), profit and loss and each component of other comprehensive income are assigned to equity attributable to shareholders of the Parent company and to non-controlling interests in proportion to their interest, although this implies a balance receivable from non-controlling interests. Agreements signed between the Group and the non-controlling interests are recognised as a separate transaction.

F-60

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(d)  Associates and joint ventures

Associates

Associates are entities over which the Company has significant direct or indirect influence through subsidiaries. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The existence of potential voting rights that are currently exercisable or convertible, including potential voting rights held by the Group or other entities, are considered when assessing whether an entity has significant influence.

Investments in associates are accounted for using the equity method from the date that significant influence commences until the date that significant influence ceases.

Details of investments accounted for using the equity method are included in note 2 (c).

Purchases of shareholdings in associates are recognised applying the acquisition method, as described for subsidiaries. Any excess of cost of acquisition over the part of fair value of the identifiable net assets acquired is considered as goodwill, which is included in the fair value of the investment. If the cost of acquisition is less than the fair value of identifiable net assets acquired, the difference is recognised when determining the investor’s share in the profit of the associate in the period of acquisition.

The Group’s share in the profit or loss of the associates from the date of acquisition is recognised as an increase or decrease in the value of the investments, with a credit or debit to profit or loss of associates accounted for using the equity method of the consolidated income statement (consolidated statement of comprehensive income). The Group’s share in other comprehensive income of the associate obtained from the date of acquisition is recognised as an increase or decrease in the investment in the associate with a balancing entry on a separate line in other comprehensive income. The distribution of dividends is recognised as a decrease in the value of the investment. The Group’s share of profit and loss, including impairment losses recognised by the associates, is calculated based on income and expenses arising from application of the purchase method.

The Group’s share in the profit or loss of an associate and changes in equity are calculated to the extent of the Group’s interest in the associate at year end and does not reflect the possible exercise or conversion of potential voting rights. However, the Group’s share is calculated taking into account the possible exercise of potential voting rights and other derivative financial instruments which, in substance, currently allow access to the economic benefits associated with the interests held, such as entitlement to a share in future dividends and changes in the value of associates.

Losses of an associate attributable to the Group are limited to the extent of its interest, except where the Group has legal or implicit obligations or when payments have been made on behalf of the associate. For the purpose of recognising losses in associates, net investments are considered as the carrying amount of the investment after application of the equity method plus any other item which in substance forms part of the investment in the associate. Subsequent profits attributable to those associates for which impairment losses are limited are recognised to the extent of the previously unrecognised losses.

Unrealised gains and losses on transactions between the Group and associates are only recognised when they relate to interests of other unrelated investors, except in the case of unrealised losses evidencing the impairment of the transferred asset.

The accounting policies of associates have been harmonised in terms of timing and measurement, applying the policies described for subsidiaries.

F-61

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Joint ventures

Joint ventures are those in which there is a contractual agreement to share the control over an economic activity, in such a way that strategic financial and operating decisions relating to the activity require the unanimous consent of the Group and the remaining venturers.

Investments in joint ventures are accounted for using the equity method.

The acquisition cost of investments in joint ventures is determined consistently with that established for investments in associates.

(e)  Foreign currency transactions

(i)  Functional currency and presentation currency

The consolidated financial statements are presented in thousands of Euros, which is the functional and presentation currency of the Company.

(ii)  Transactions, balances and cash flows in foreign currency

Foreign currency transactions are translated into the functional currency using the previous month’s exchange rate for all transactions performed during the current month. This method does not differ significantly from applying the exchange rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies have been translated into thousands of Euros at the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the exchange rate prevailing at the transaction date. Non-monetary assets measured at fair value have been translated into thousands of Euros at the exchange rate at the date that the fair value was determined.

In the consolidated statement of cash flows, cash flows from foreign currency transactions have been translated into thousands of Euros at the exchange rates prevailing at the dates the cash flows occur. The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currencies is recognised separately in the statement of cash flows as “Effect of exchange rate fluctuations on cash and cash equivalents”.

Exchange gains and losses arising on the settlement of foreign currency transactions and the translation into thousands of Euros of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

(iii)  Translation of foreign operations

The translation into thousands of Euros of foreign operations for which the functional currency is not the currency of a hyperinflationary economy is based on the following criteria:

•  Assets and liabilities, including goodwill and net asset adjustments derived from the acquisition of the operations, including comparative amounts, are translated at the closing rate at each balance sheet date.

•  Income and expenses, including comparative amounts, are translated into thousands of Euros using the previous month’s exchange rate for all transactions performed during the current month. This method does not differ significantly from using the exchange rate at the date of the transaction;

•  All resulting exchange differences are recognised as translation differences in equity.

F-62

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

In the consolidated statement of cash flows, cash flows, including comparative balances, of the subsidiaries and foreign joint ventures are translated into thousands of Euros applying the exchange rates prevailing at the transaction date.

(f)  Borrowing costs

In accordance with IAS 23: Borrowing Costs, since 1 January 2009 the Group recognises interest cost directly attributable to the purchase, construction or production of qualifying assets as an increase in the value of these assets. Qualifying assets are those which require a substantial period of time before they can be used or sold. To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined as the actual borrowing costs incurred, less any investment income on the temporary investment of those funds. Capitalised borrowing costs corresponding to general borrowing are calculated as the weighted average of the qualifying assets without considering specific funds. The amount of borrowing costs capitalised cannot exceed the amount of borrowing costs incurred during that period. The capitalised interest cost includes adjustments to the carrying amount of financial liabilities arising from the effective portion of hedges entered into by the Group.

The Group begins capitalising borrowing costs as part of the cost of a qualifying asset when it incurs expenditures for the asset, interest is accrued, and it undertakes activities that are necessary to prepare the asset for its intended use or sale, and ceases capitalising borrowing costs when all or substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete. Nevertheless, capitalisation of borrowing costs is suspended when active development is interrupted for extended periods.

(g)  Property, plant and equipment

(i)  Initial recognition

Property, plant and equipment are recognised at cost or deemed cost, less accumulated depreciation and any accumulated impairment losses. The cost of self-constructed assets is determined using the same principles as for an acquired asset, while also considering the criteria applicable to production costs of inventories. Capitalised production costs are recognised by allocating the costs attributable to the asset to “self-constructed non-current assets” in the consolidated income statement.

At 1 January 2004, upon their first application of IFRS-EU, the Group opted to apply the exemption regarding fair value and revaluation as deemed cost as permitted by IFRS 1: First-time Adoption of IFRS.

(ii)  Depreciation

Property, plant and equipment are depreciated by allocating the depreciable amount of an asset on a systematic basis over its useful life. The depreciable amount is the cost or deemed cost less its residual value. The Group determines the depreciation charge separately for each component of property, plant and equipment with a cost that is significant in relation to the total cost of the asset.

Depreciation of property, plant and equipment is determined based on the following criteria outlined belows:

	Depreciation
	Method		Rates
Buildings		Straight line		1% — 3%
Plant and machinery		Straight line		8% — 10%
Other installations, equipment and furniture		Straight line		10% — 30%
Other property, plant and equipment		Straight line		16% — 25%

F-63

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

The Group reviews residual values, useful lives and depreciation methods at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates.

(iii) Subsequent recognition

Subsequent to initial recognition of the asset, only those costs incurred which will probably generate future economic benefits and for which the amount may reliably be measured are capitalised. Costs of day-to-day servicing are recognised in profit and loss as incurred.

The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if the recognition criteria are met. The carrying amount of those parts that are replaced is derecognised in accordance with the derecognition provisions of IAS 16.

(iv) Impairment

The Group tests for impairment and reversals of impairment losses on property, plant and equipment based on the criteria set out in section (i) of this note.

(h)  Intangible assets

(i)  Goodwill

Goodwill is generated on business combinations. As permitted by IFRS 1: First-time Adoption of International Financial Reporting Standards, the Group has recognised only business combinations that occurred on or after 1 January 2004, the date of transition to IFRS-EU, using the acquisition method. Entities acquired prior to that date were recognised in accordance with accounting principles prevailing at that time, taking into account the necessary corrections and adjustments at the transition date.

Goodwill is not amortised, but tested for impairment annually or more frequently if events indicate a potential impairment loss. Goodwill acquired in business combinations is allocated to the cash-generating units (CGUs) or groups of CGUs which are expected to benefit from the synergies of the business combination and the criteria described in note 7 are applied. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

(ii)  Internally generated intangible assets

Any research and development expenditure incurred during the research phase of projects is recognised as an expense when incurred.

Costs related with development activities are capitalised when:

•  The Group has technical studies justifying the feasibility of the production process.

•  The Group has undertaken a commitment to complete production of the asset whereby it is in condition for sale or internal use.

•  The asset will generate sufficient future economic benefits.

•  The Group has sufficient financial and technical resources to complete development of the asset and has developed budget and cost accounting control systems which allow budgeted costs, introduced changes and costs actually assigned to different projects to be monitored.

The cost of internally generated assets is calculated using the same criteria established for determining production costs of inventories. The production cost is capitalised by allocating the costs attributable to the asset to self-constructed assets in the consolidated income statement.

F-64

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Costs incurred in the course of activities which contribute to increasing the value of the different businesses in which the Group as a whole operates are expensed as they are incurred. Replacements or subsequent costs incurred on intangible assets are generally recognised as an expense, except where they increase the future economic benefits expected to be generated by the assets.

(iii)   Other intangible assets

Other intangible assets are carried at cost, less accumulated amortisation and impairment losses.

(iv)   Emission rights

Emission rights, which are recognised when the Group becomes entitled to such rights, are carried at cost less accumulated impairment. Rights acquired free of charge or at a price substantially lower than fair value, are recognised at fair value, which is generally the market value of the rights at the start of the calendar year. The difference between fair value and, where appropriate, the amount received, is recognised under “government grants”. Government grants are recognised in profit or loss in line with the emission of gases in proportion to total emissions foreseen for the complete period for which the emission rights have been received, irrespective of whether the rights previously received have been sold or impaired.

Under the terms of Law 1 of 9 March 2005 governing greenhouse gas emission rights, emission rights deriving from a certified reduction in emissions or from a unit created to reduce emissions through clean development mechanisms or a pooling of rights, are carried at cost of production using the same criteria as for inventories.

Emission rights are not amortised. The Group derecognises emission rights on a weighted average cost basis.

(v)  Useful life and amortisation rates

The Group assesses whether the useful life of each intangible asset acquired is finite or indefinite. An intangible asset is regarded by the Group as having an indefinite useful life when there is no foreseeable limit to the period over which the asset will generate net cash inflows.

Intangible assets with indefinite useful lives are not amortised but tested for impairment at least annually.

Intangible assets with finite useful lives are amortised by allocating the depreciable amount of an asset on a systematic basis over its useful life, by applying the following criteria:

			Estimated
	Amortisation		Years of
	Method		Useful Life
Development expenses		Straight line	3 — 5
Concessions, patents, licences, trademarks and similar		Straight line	5 — 15
Software		Straight line	3 — 6

The depreciable amount is the cost or deemed cost of an asset less its residual value.

The Group reviews the residual value, useful life and amortisation method for intangible assets at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates.

F-65

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(i)  Impairment of non-financial assets subject to depreciation or amortisation

The Group evaluates whether there are indications of possible impairment losses on non-financial assets subject to amortisation or depreciation to verify whether the carrying amount of these assets exceeds the recoverable amount.

Irrespective of any indication of impairment, the Group tests for possible impairment of goodwill, intangible assets with indefinite useful lives, and intangible assets with finite useful lives not yet available for use, at least annually.

The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. An asset’s value in use is calculated based on an estimate of the future cash flows expected to derive from the use of the asset, expectations about possible variations in the amount or timing of those future cash flows, the time value of money, the price for bearing the uncertainty inherent in the asset and other factors that market participants would reflect in pricing the future cash flows deriving from the asset.

Negative differences arising from comparison of the carrying amounts of the assets with their recoverable amounts are recognised in the consolidated income statement.

Recoverable amount is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs.

Impairment losses recognised for cash-generating units are first allocated to reduce, where applicable, the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro rata on the basis of the carrying amount of each asset. The carrying amount of each asset may not be reduced below the highest of its fair value less costs to sell, its value in use and zero.

At the end of each reporting period the Group assesses whether there is any indication that an impairment loss recognised in prior periods may no longer exist or may have decreased. Impairment losses on goodwill are not reversible. Impairment losses for other assets are only reversed if there has been a change in the estimates used to calculate the recoverable amount of the asset.

A reversal of an impairment loss is recognised in consolidated profit or loss. The increase in the carrying amount of an asset attributable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised.

The reversal of an impairment loss for a CGU is allocated to its assets, except for goodwill, pro rata with the carrying amounts of those assets, with the limit per asset of the lower of its recoverable value and the carrying amount which would have been obtained, net of depreciation, had no impairment loss been recognised.

(j) Leases

(i)  Lessee accounting records

The Group has the right to use certain assets through lease contracts.

Leases in which the Group assumes substantially all the risks and rewards incidental to ownership are classified as finance leases, otherwise they are classified as operating leases.

• Finance leases

At the commencement of the lease term, the Group recognises finance leases as assets and liabilities at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Initial direct costs are added to the asset’s carrying amount. Minimum lease payments are apportioned

F-66

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are recognised as an expense in the years in which they are incurred.

• Operating leases

Lease payments under an operating lease (excluding insurance and maintenance) are recognised as an expense on a straight-line basis unless another systematic basis is representative of the time pattern of the user’s benefit.

(ii) Leasehold improvements

Non-current investments in properties leased from third parties are classified using the same criteria as for property, plant and equipment. Investments are amortised over the lower of their useful lives and the term of the lease contract. The lease term is consistent with that established for recognition of the lease.

(k) Financial instruments

(i)  Classification of financial instruments

Financial instruments are classified on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument set out in IAS 32: Financial Instruments — Presentation.

Financial instruments are classified into the following categories: financial assets and financial liabilities at fair value through profit and loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets and financial liabilities. The Group classifies financial instruments into different categories based on the nature of the instruments and management’s intentions on initial recognition.

Regular way purchases and sales of financial assets are recognised at trade date, when the Group undertakes to purchase or sell the asset.

a) Financial assets at fair value through profit or loss

Financial assets and financial liabilities at fair value through profit or loss are those which are classified as held for trading or which the Group designated as such on initial recognition.

A financial asset or liability is classified as held for trading if:

•  it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term

•  it forms part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent pattern of short-term profit-taking, or

•  it is a derivative, except for a derivative which has been designated as a hedging instrument and complies with conditions for effectiveness or a derivative that is a financial guarantee contract.

Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs directly attributable to the acquisition or issue are recognised as an expense.

The Group does not reclassify any financial assets or liabilities from or to this category while they are recognised in the consolidated balance sheet.

F-67

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than those classified in other financial asset categories. These assets are recognised initially at fair value, including transaction costs, and are subsequently measured at amortised cost using the effective interest method.

c) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated specifically to this category or do not comply with requirements for classification in the above categories.

Available-for-sale financial assets are initially recognised at fair value, plus any transaction costs directly attributable to the purchase.

After initial recognition, financial assets classified in this category are measured at fair value and any gain or loss is accounted for in other comprehensive income recognised in equity. On disposal of the financial assets, amounts recognised in other comprehensive income or the impairment losses are reclassified to profit or loss.

d) Financial assets and liabilities carried at cost

Investments in equity instruments whose fair value cannot be reliably measured and derivative instruments that are linked to and must be settled by delivery of such unquoted equity instruments, are measured at cost.

e) Financial assets and liabilities at fair value through profit or loss

Financial assets and financial liabilities at fair value through profit or loss, which comprise derivatives, are initially recognised at fair value and after initial recognition are recognised at fair value through profit and loss.

(ii) Offsetting principles

A financial asset and a financial liability can only be offset when the Group currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(iii) Fair value

The fair value is the amount for which an asset can be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The Group generally applies the following systematic hierarchy to determine the fair value of financial assets and financial liabilities:

•  Firstly, the Group applies the quoted prices of the most advantageous active market to which the entity has immediate access, adjusted where appropriate to reflect any differences in counterparty credit risk between instruments traded in that market and the one being valued. The quoted market price for an asset held or liability to be issued is the current bid price and, for an asset to be acquired or liability held, the asking price. If the Group has assets and liabilities with offsetting market risks, it uses mid-market prices as a basis for establishing fair values for the offsetting risk positions and applies the bid or asking price to the net open position as appropriate.

•  When current bid and asking prices are unavailable, the price of the most recent transactions is used, adjusted to reflect changes in economic circumstances.

•  Otherwise, the Group applies generally accepted measurement techniques using, insofar as is possible, market data and, to a lesser extent, specific Group data.

F-68

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(iv) Amortised cost

The amortised cost of a financial asset or liability is the amount at which the asset or liability was measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and maturity amount and minus any reduction for impairment or uncollectibility.

(v) Impairment of financial assets carried at cost

The amount of the impairment loss on assets carried at cost is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses cannot be reversed and are therefore recognised directly against the value of the asset and not as an allowance account.

(vi) Impairment of available-for-sale financial assets

When a decline in the fair value of an available-for-sale financial asset at fair value through profit or loss has been accounted for in other comprehensive income, the accumulative loss is reclassified from equity to profit or loss when there is objective evidence that the asset is impaired, even though the financial asset has not been derecognised. The impairment loss recognised in profit and loss is calculated as the difference between the acquisition cost, net of any reimbursements or repayment of the principal, and the present fair value, less any impairment loss previously recognised in profit and loss for the year.

Impairment losses relating to investments in equity instruments are not reversible and are therefore recognised directly against the value of the asset and not as a corrective provision.

If the fair value of debt instruments increases and the increase can be objectively related to an event occurring after the impairment loss was recognised, the increase is recognised in profit and loss up to the amount of the previously recognised impairment loss and any excess is accounted for in other comprehensive income recognised in equity.

(vii) Financial liabilities

Financial liabilities, including trade and other payables, which are not classified at fair value through profit or loss, are initially recognised at fair value less any transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, liabilities classified under this category are measured at amortised cost using the effective interest method.

(viii) Derecognition of financial assets

The Group applies the criteria for derecognition of financial assets to part of a financial asset or part of a group of similar financial assets or to a financial asset or group of similar financial assets.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Where the Group retains the contractual rights to receive cash flows, it only derecognises financial assets when it has assumed a contractual obligation to pay the cash flows to one or more recipients and if the following requirements are met:

•  Payment of the cash flows is conditional on their prior collection.

•  The Group is unable to sell or pledge the financial asset.

•  The cash flows collected on behalf of the eventual recipients are remitted without material delay and the Group is not entitled to reinvest the cash flows. This criterion is not applicable to investments in

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Notes to the Consolidated Financial Statements — (Continued)

cash or cash equivalents made by the Group during the settlement period from the collection date to the date of required remittance to the eventual recipients, provided that interest earned on such investments is passed on to the eventual recipients.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, it determines whether it has retained control of the financial asset. In this case:

•  If the Group has not retained control, it derecognises the financial asset and recognises separately as assets or liabilities any rights and obligations created or retained in the transfer.

•  If the Group has retained control, it continues to recognise the financial asset to the extent of its continuing involvement in the financial asset and recognises an associated liability. The extent of the Group’s continuing involvement in the transferred asset is the extent to which it is exposed to changes in the value of the transferred asset. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. The associated liability is measured in such a way that the carrying amount of the transferred asset and the associated liability is equal to the amortised cost of the rights and obligations retained by the Group, if the transferred asset is measured at amortised cost, or to the fair value of the rights and obligations retained by the Group, if the transferred asset is measured at fair value. The Group continues to recognise any income arising on the transferred asset to the extent of its continuing involvement and recognises any expense incurred on the associated liability. Recognised changes in the fair value of the transferred asset and the associated liability are accounted for consistently with each other in profit and loss or equity, following the general recognition criteria described previously, and are not offset.

If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the consideration received is recognised in equity. Transaction costs are recognised in profit and loss using the effective interest method.

(l)  Hedge accounting

Hedging financial instruments are initially recognised using the same criteria as those described for financial assets and financial liabilities. Hedging financial instruments that do not meet the hedge accounting requirements are classified and measured as financial assets and financial liabilities at fair value through profit and loss. Derivative financial instruments which qualify for hedge accounting are initially measured at fair value.

At the inception of the hedge the Group formally designates and documents the hedging relationships and the objective and strategy for undertaking the hedges. Hedge accounting is only applicable when the hedge is expected to be highly effective at the inception of the hedge and in subsequent years in achieving offsetting changes in fair value or cash flows attributable to the hedged risk, throughout the period for which the hedge was designated (prospective analysis) and the actual effectiveness, which can be reliably measured, is within a range of 80%-125% (retrospective analysis).

Cash flow hedges

The Group recognises the portion of the gain or loss on the measurement at fair value of a hedging instrument that is determined to be an effective hedge in other comprehensive income. The ineffective portion and the specific component of the gain or loss or cash flows on the hedging instrument, excluding the measurement of the hedge effectiveness, are recognised with a debit or credit to finance expenses or finance income.

If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains or losses that were recognised in other comprehensive income are

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

reclassified from equity to profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss and under the same caption of the consolidated income statement (consolidated statement of comprehensive income).

(m)  Company own shares

The Group’s acquisition of equity instruments of the Company is recognised separately at cost of acquisition in the consolidated balance sheet as a reduction in equity, regardless of the motive of the purchase. Any gains or losses on transactions with own equity instruments are not recognised in consolidated profit or loss.

The subsequent redemption of Company shares, where applicable, leads to a reduction in share capital in an amount equivalent to the par value of such shares. Any positive or negative difference between the cost of acquisition and the par value of the shares is debited or credited to accumulated gains.

Transaction costs related with own equity instruments, including the issue costs related with a business combination, are accounted for as a deduction from equity, net of any tax effect.

Transactions realized in instruments of the Company’s own equity are shown under equity and any gains or losses are also credited or debited against reserves.

(n)  Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

The costs of conversion of inventories include costs directly related to the units of production and a systematic allocation of fixed and variable production overheads that are incurred in converting. Fixed production overheads are allocated based on the higher of normal production capacity or actual level of production.

The cost of raw materials and other supplies, the cost of merchandise and costs of conversion are allocated to each inventory unit on a first-in, first-out (FIFO) basis.

The Group uses the same cost model for all inventories of the same nature and with a similar use within the Group.

Volume discounts extended by suppliers are recognised as a reduction in the cost of inventories when it is probable that the conditions for discounts to be received will be met. Discounts for prompt payment are recognised as a reduction in the cost of the inventories acquired.

The cost of inventories is adjusted against profit and loss when cost exceeds the net realisable value. Net realisable value is considered as follows:

•  Raw materials and other supplies: replacement cost. Nevertheless, raw materials are not written down below cost if the finished goods into which they will be incorporated are expected to be sold at or above cost of production.

•  Goods for resale and finished goods: estimated selling price, less costs to sell.

•  Work in progress: the estimated selling price of related finished goods, less the estimated costs of completion and the estimated costs necessary to make the sale.

The previously recognised reduction in value is reversed against profit and loss when the circumstances that previously caused inventories to be written down no longer exist or when there is clear evidence of an

F-71

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

increase in net realisable value because of changed economic circumstances. The reversal of the reduction in value is limited to the lower of the cost and revised net realisable value of the inventories. Write-downs may be reversed with a credit to inventories of finished goods and work in progress and supplies.

(o)  Cash and cash equivalents

Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition.

The Group classifies cash flows relating to interest received and paid as operating activities, and dividends received and distributed by the Company are classified under investing and financing activities, respectively.

(p)  Government grants

Government grants are recognised in the balance sheet when there is reasonable assurance that they will be received and that the Group will comply with the conditions attached.

(i)  Capital grants

Outright capital grants are initially recognised as deferred income in the consolidated balance sheet. Income from capital grants is recognised as other income in the consolidated income statement in line with the depreciation of the corresponding financed assets.

(ii)  Operating grants

Operating grants received to offset expenses or losses already incurred, or to provide immediate financial support not related to future disbursements, are recognised as other income in the consolidated income statement.

(iii)  Interest rate grants

Financial liabilities comprising implicit assistance in the form of below market interest rates are initially recognised at fair value. The difference between this value, adjusted where necessary for the emission costs of the financial liability and the amount received, is recognised as an official grant based on the nature of the grant awarded.

(q)  Employee benefits

(i)  Defined contribution plans

The Group recognises the contributions payable to a defined contribution plan in exchange for a service in the period in which contributions are accrued. Accrued contributions are recognised as an employee benefit expense in the corresponding consolidated income statement in the year that the contribution was made.

(ii)  Termination benefits

Termination benefits payable that do not relate to restructuring processes in progress are recognised when the Group is demonstrably committed to terminating the employment of current employees prior to retirement date. The Group is demonstrably committed to terminating the employment of current employees when a detailed formal plan has been prepared and there is no possibility of withdrawing or changing the decisions made.

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Notes to the Consolidated Financial Statements — (Continued)

(iii)  Short-term employee benefits

The Group recognises the expected cost of short-term employee benefits in the form of accumulating compensated absences when the employees render service that increases their entitlement to future compensated absences. In the case of non-accumulating compensated absences, the expense is recognised when the absences occur.

The Group recognises the expected cost of profit-sharing and bonus payments when it has a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made.

(r)  Provisions

Provisions are recognised when the Group has a present obligation (legal or implicit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The discount rate does not reflect risks for which future cash flow estimates have been adjusted.

If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed against the consolidated income statement item where the corresponding expense was recognised.

(s)  Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable for the sale of goods and services, net of VAT and any other amounts or taxes which are effectively collected on the behalf of third parties. Volume or other types of discounts for prompt payment are recognised as a reduction in revenues if considered probable at the time of revenue recognition.

(i)  Sale of goods

The Group recognises revenue from the sale of goods when:

•  the Group has transferred to the buyer the significant risks and rewards of ownership of the goods.

•  the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

•  the amount of revenue can be measured reliably;

•  it is probable that the economic benefits associated with the transaction will flow to the Group; and

•  the costs incurred or to be incurred in respect of the transaction can be measured reliably.

(ii)  Rendering of services

Revenues associated with the rendering of service transactions are recognised by reference to the stage of completion at the consolidated balance sheet date when the outcome of the transaction can be estimated reliably, i.e., when revenues, the stage of completion, the costs incurred and the costs to complete the transaction can be estimated reliably and it is probable that the economic benefits derived from the transaction will flow to the Group.

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Notes to the Consolidated Financial Statements — (Continued)

When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

(iii)  Revenue from dividends

Revenue from dividends is recognised when the Group’s right to receive payment is established.

(iv)   Revenue from interest on delayed collections

Under European legislation governing credit periods allowed by government entities (Social Security, in the case of the Group) to pay suppliers under government contracts, certain subsidiaries of the Group recover delay interest prescribed by legislation, after forward claims have been made in courts of law. To the extent that such delay interest claims are recognized by the courts and collected, the Group accrues interest on the basis of its historical experience.

(t)  Income taxes

The income tax expense and tax income for the year comprises current tax and deferred tax.

Current tax is the amount of income taxes payable or recoverable in respect of the consolidated taxable profit or consolidated tax loss for the year. Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the balance sheet date.

Deferred tax liabilities are the amounts of income taxes payable in future periods in respect of taxable temporary differences, whereas deferred tax assets are the amounts of income taxes recoverable in future periods in respect of deductible temporary differences, the carryforward of unused tax losses, and the carryforward of unused tax credits. Temporary differences are differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

Current and deferred tax are recognised as income or an expense and included in profit or loss for the year except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different year, directly in equity, or a business combination.

(i)  Taxable temporary differences

Taxable temporary differences are recognised in all cases except where:

•  They arise from the initial recognition of goodwill or an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable income;

•  They are associated with investments in subsidiaries over which the Group is able to control the timing of the reversal of the temporary difference and it is not probable that the temporary difference will reverse in the foreseeable future.

(ii)  Deductible temporary differences

Deductible temporary differences are recognised provided that:

•  It is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the differences arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

•  The temporary differences are associated with investments in subsidiaries to the extent that the difference will reverse in the foreseeable future and sufficient taxable income is expected to be generated against which the temporary difference can be offset.

Tax planning opportunities are only considered on evaluation of the recoverability of deferred tax assets and if the Group intends to use these opportunities or it is probable that they will be utilised.

(iii)  Measurement

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted. The tax consequences that would follow from the manner in which the Group expects to recover or settle the carrying amount of its assets or liabilities are also reflected in the measurement of deferred tax assets and liabilities.

At year end the Group reviews the carrying amount of deferred tax assets to write down the balance if it is not probable that sufficient taxable income will be available to apply the tax asset.

Deferred tax assets which do not meet the above conditions are not recognised in the consolidated balance sheet. At year end the Group assesses whether deferred tax assets which were previously not recognised currently meet the conditions for recognition.

(iv)  Offset and recognition

The Group only offsets current tax assets and current tax liabilities if it has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The Group only offsets deferred tax assets and liabilities where it has a legally enforceable right, where these relate to income taxes levied by the same taxation authority and where the taxation authority permits the entity to settle on a net basis, or to realise the asset and settle the liability simultaneously for each of the future years in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Deferred tax assets and liabilities are recognised in the consolidated balance sheet under non-current assets or liabilities, irrespective of the expected date of recovery or settlement.

(u)  Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(v)  Classification of assets and liabilities as current and non-current

The Group classifies assets and liabilities in the consolidated balance sheet as current and non-current. Current assets and liabilities are determined as follows:

•  Assets are classified as current when they are expected to be realised, or are intended for sale or consumption in the Group’s normal operating cycle within twelve months after the balance sheet date and they are held primarily for the purpose of trading. Cash and cash equivalents are also classified as current, except where they may not be exchanged or used to settle a liability, at least within twelve months after the balance sheet date.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

•  Liabilities are classified as current when they are expected to be settled in the Group’s normal operating cycle within 12 months after the balance sheet date and they are held primarily for the purpose of trading, or where the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

•  Financial liabilities are classified as current when they are due to be settled within twelve months after the reporting period, even if the original term was for a period longer than twelve months, and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorised for issue.

(5)  Financial Risk Management Policy

(a)  General

The Group is exposed to the following risks associated with the use of financial instruments:

•  Credit risk

•  Liquidity risk

•  Market risk

This note provides information on the Group’s exposure to each of these risks, the Group’s objectives and procedures to measure and mitigate this risk, and the Group’s capital management strategy. More exhaustive quantitative information is disclosed in note 32.

The Group’s risk management policies are established in order to identify and analyse the risks to which the Group is exposed, establish suitable risk limits and controls, and control risks and compliance with limits. Risk management procedures and policies are regularly reviewed to ensure they take into account changes in market conditions and in the Group’s activities. The Group’s management procedures and rules are designed to create a strict and constructive control environment in which all employees understand their duties and obligations.

The Group’s Audit Committee supervises how management controls compliance with the Group’s risk management procedures and policies and reviews whether the risk management policy is suitable considering the risks to which the Group is exposed. This committee is assisted by Internal Audit which acts as supervisor. Internal Audit performs regular and ad hoc reviews of the risk management controls and procedures and reports its findings to the Audit Committee.

Credit risk

Credit risk is the risk to which the Group is exposed in the event that a customer or counterparty to a financial instrument fails to discharge a contractual obligation, and mainly results from trade receivables and the Group’s investments in financial assets.

Trade receivables

The Group is not exposed to significant credit risk because most of the customers belong to the public healthcare system. The risk to which receivables from these entities are exposed is a risk of delays in payment. Group companies mitigate this risk by exercising their right to receive legal interest.

Furthermore, no significant bad debt issues have been detected in the markets in which it sells to private entities.

In the US market, the Group sells the majority of its products to distributors who in turn sell them to retail pharmacies, hospitals, homecare companies, and other health care facilities. Prices and quantities are

F-76

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

contracted between the Group and the dispensing entities, either individually or through Group Purchase Organizations (GPOs). Group Purchasing Organizations are buying alliances of large numbers of hospitals and allied organizations that deliver cost-savings and efficiency benefits by leveraging their combined purchasing power. Other channels of distribution are primarily focused on sales directly to specialty pharmacies, haemophilia treatment centres and government entities. No significant bad debt issues have been detected with the customers the Group sells to.

The Group recognises valuation adjustments for impairment equivalent to its best estimate of the losses incurred in relation to trade and other receivables. The main valuation adjustments made are based on specific losses related with identified risks that are individually significant, while the bad debt risk in the Group is low because a significant proportion of receivables are due from public entities.

Financial instruments and deposits

The Group has invested part of the resources generated by the issue of bonds in the United States in deposits with financial institutions with sound credit ratings.

Liquidity risk

Liquidity risk is the risk that the Group cannot meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure where possible, that it always has sufficient liquidity to settle its obligations at the maturity date, both in normal conditions and in times of tension, to avoid incurring unacceptable losses or tarnishing the Group’s reputation.

The Group ensures the availability of financing through a sufficient amount of committed credit facilities to meet its payment obligations at due dates.

The Group issued bonds in the United States during 2009. The resources generated will enable the Group to extend the life of its debt from current to non-current and ensure that the necessary financial resources are available to implement its future plans. The resources generated have therefore been used to pay current and non-current liabilities, with the remaining amount, totalling Euros 211,539 thousand recognised as a current investment under “Cash and cash equivalents” at 31 December 2010 (Euros 237,777 thousand at 31 December 2009) (see note 22).

In the balance sheet at 31 December 2010, 22% of the financial liabilities is current and 78% non-current, while at 31 December 2009, 14% was current and 86% non-current.

Market risk

Market risk comprises the risk of changes in market prices, for example, exchange rates, interest rates, or the prices of equity instruments affecting the Group’s revenues or the value of financial instruments it holds. The objective of managing market risk is to manage and control the Group’s exposure to this risk within reasonable parameters at the same time as optimising returns.

(i) Currency risk

The Group operates internationally and is therefore exposed to currency risks when operating with foreign currencies, especially with regard to the US Dollar. Currency risk is associated with future commercial transactions, recognised assets and liabilities, and net investments in foreign operations.

The Group holds several investments in foreign operations, the net assets of which are exposed to currency risk. Currency risk affecting net assets of the Group’s foreign operations in US Dollars are mitigated primarily through borrowings in the corresponding foreign currencies.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

The Group’s main exposure to currency risk is due to the US Dollar, which is used in a significant percentage of transactions in foreign currencies. Since the Company had US Dollar revenues that were, as a proportion, 96.9% of US Dollar expenses during 2010, the Group has a natural hedge against US Dollar fluctuations and therefore the risks associated with such exchange-rate fluctuations are minimal.

Details of the Group’s exposure to currency risk at 31 December 2010, 2009 and 2008 of principal financial instruments are shown in note 32.

(ii) Interest-rate risk

The Group’s interest rate risks arise from current and non-current borrowings. Borrowings at variable interest rates expose the Group to cash flow interest rate risks. During 2010 and because of the issue of bonds in 2009 (see note 22 (a.1.1)), a significant portion of liabilities bear fixed interest rates, whereas the rest of the financial liabilities with banks bear variable interest rates. Nevertheless, the Group has a variable to fixed interest-rate swap for loans of Euros 50,000 thousand maturing in 2013 (see note 32).

(iii) Market price risk

The Group has signed two unquoted futures contracts, the underlying asset of which is shares in Grifols, S.A. It is therefore exposed to risk of value fluctuations.

Price risk affecting raw materials is mitigated by the vertical integration of the haemoderivatives business in a sector which is highly concentrated.

(b)  Capital management

The directors’ policy is to maintain a solid capital base in order to ensure investor, creditor and market confidence and sustain future business development. The directors control capital performance using rates of returns on equity (ROE) and returns on invested capital (ROIC). The board of directors also controls the level of dividends paid to shareholders.

In 2010, the ROE stood at 16.7% (26.1% in December 2009 and 25.3% in December 2008) and the ROIC at 11.2% (13.9% in December 2009 and 15.3% in December 2008). The ROE is calculated by dividing profit attributable to the Company by the equity attributable to the Company. The ROIC is calculated by dividing operating profit after income tax by invested capital, which is equal to total assets less cash, less other current financial assets and less current and non-current financial liabilities excluding current and non-current borrowings.

Compared with these rates, the weighted average finance expense for interest-bearing liabilities (excluding liabilities with implicit interest) has been 4.8% in 2010 (3.9% in 2009 and 5.2% in 2008). Considering the September 2009 issue of bonds in the USA, the weighted average finance expense for interest-bearing liabilities for the fourth quarter of 2009 was 5.1%.

The Group has no share-based payment schemes for employees.

At 31 December 2010 the Group holds own shares equivalent to 0.07% of its share capital (0.03% at 31 December 2009). The Group does not have a formal plan for repurchasing shares.

(6)   Segment Reporting

In accordance with IFRS 8: Operating Segments, financial information for operating segments is reported in the accompanying Appendix I, which forms an integral part of this note to the consolidated financial statements.

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Group companies are divided into three areas: companies from the industrial area, companies from the commercial area and companies from the services area. Within each of these areas, activities are organised based on the nature of the products and services manufactured and marketed.

Assets, liabilities, income and expenses for segments include directly and reliably attributable items. Items which are not attributed to segments by the Group are:

•  Balance sheet:  cash and cash equivalents, receivables, public entities, deferred tax assets and liabilities, loans and borrowings and certain payables.

•  Income statement:  general administration expenses, other operating income/expenses, finance income/expense and income tax.

There have been no inter-segment sales.

(a)  Operating segments

The operating segments defined by the Group are as follows:

•  Bioscience:  including all activities related with products deriving from human plasma for therapeutic use.

•  Hospital:  comprising all non-biological pharmaceutical products and medical supplies manufactured by Group companies earmarked for hospital pharmacy. Products related with this business which the Group does not manufacture but markets as supplementary to its own products are also included.

•  Diagnostic:  including the marketing of diagnostic testing equipment, reagents and other equipment, manufactured by Group or other companies.

•  Raw materials:  including sales of intermediate biological products and the rendering of manufacturing services to third party companies.

Details of net sales by groups of products for 2010, 2009 and 2008 as a percentage of net sales are as follows:

	% of Sales
	2010			2009			2008
Hemoderivatives		77.9	%		76.0	%		75.6	%
Other hemoderivatives		0.2	%		0.2	%		0.3	%
Transfusional medicine		7.9	%		8.2	%		7.3	%
In vitro diagnosis		3.1	%		3.1	%		3.2	%
Fluid therapy and nutrition		5.0	%		5.2	%		5.7	%
Hospital supplies		4.1	%		4.2	%		4.4	%
Raw materials		0.5	%		2.5	%		2.8	%
Other		1.3	%		0.6	%		0.7	%
		100	%		100	%		100	%

(b)  Geographical information

Geographical information is grouped into four areas:

•  Spain

•  Rest of the European Union

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

•  United States of America

•  Rest of the world

The financial information reported for geographical areas is based on sales to third parties in these markets as well as the location of assets.

(c)  Main customer

No entity represents 10% or more of the Group’s sales.

(7)   Goodwill

Details of and movement in goodwill in the year 2008 are as follows:

	Balances at		Business		Translation			Balances at
	31/12/07		Combinations		Differences			31/12/08
	Thousands of Euros
Net value
Grifols UK, Ltd.		9,369		—		(2,156	)		7,213
Grifols Italia,S.p.A.		6,118		—		—			6,118
Biomat USA, Inc.		85,390		2,372		5,256			93,018
Plasmacare, Inc.		34,912		—		2,017			36,929
Plasma Collection Centers, Inc.		14,454		—		835			15,289
		150,243		2,372		5,952			158,567
				(note 3(a))

Details of and movement in goodwill in the year 2009 are as follows:

	Balances at		Business		Translation			Balances at
	31/12/08		Combinations		Differences			31/12/09
	Thousands of Euros
Net value
Grifols UK, Ltd.		7,213		—		523			7,736
Grifols Italia, S.p.A.		6,118		—		—			6,118
Biomat USA, Inc.		93,018		225		(3,154	)		90,089
Plasmacare, Inc.		36,929		—		(1,253	)		35,676
Plasma Collection Centers, Inc.		15.289		—		(519	)		14,770
Woolloomooloo Holdings Pty Ltd.		—		16,190		3,421			19,611
		158,567		16,415		(982	)		174,000
			(note 3(a)	and 3(b))

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GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Details of and movement in goodwill in the year 2010 are as follows:

	Balances at					Translation		Balances at
	31/12/09		Transfers			Differences		31/12/10
	Thousands of Euros
Net value
Grifols UK, Ltd.		7,736		—			246		7,982
Grifols Italia,S.p.A.		6,118		—			—		6,118
Biomat USA, Inc.		90,089		14,770			8,193		113,052
Plasmacare, Inc.		35,676		—			2,788		38,464
Plasma Collection Centers, Inc.		14,770		(14,770	)		—		—
Woolloomooloo Holdings Pty Ltd.		19,611		—			4,221		23,832
		174,000		—			15,448		189,448

Impairment testing:

Goodwill has been allocated to each of the Group’s cash-generating units (CGUs) in accordance with their respective business segments and on a geographical basis, this being the lowest level at which goodwill is controlled by management for management purposes and lower than the operating segments. Plasma Collection Centers, Inc. and Plasmacare, Inc. are integrated into the management of Biomat USA, Inc. for the purpose of impairment analysis.

Goodwill has been allocated to the cash generating units as follows:

•  UK:  bioscience segment

•  Italy:  bioscience segment

•  USA:  bioscience segment

•  Australia:  mainly to the Diagnostics segment.

The recoverable amount of a CGU is determined based on its value in use. These calculations are based on cash flow projections from the financial budgets approved by management. Cash flows estimated as of the year in which stable growth in the CGU has been reached are extrapolated using the estimated growth rates indicated below.

The key assumptions used in calculating value in use of the CGUs have been as follows:

	Growth Rate				Discount Rate After Tax
	2010		2009		2010		2009
Bioscience		2% — 3%		3%		8% — 8.5%		8%
Diagnostic		2%		2%		8.30%		8.7%

Management determines budgeted gross margins based on past experience and forecast market development. Average weighted growth rates are coherent with the forecasts included in industry reports. The discount rates used reflect specific risks related to the CGUs.

F-81

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Paragraph A20 of IAS 36 requires the discount rate used to be a pre-tax rate and establishes that when the basis used to estimate the discount rate is post-tax, that basis is adjusted to reflect a pre-tax rate. The following pre-tax discount rates have been used:

	Discount Rate Before Tax
	2010		2009
Bioscience		10.5% — 10.9%		9.5% — 13%
Diagnostic		10.40%		9.8%

The use of post-tax discount rates adjusted to reflect pre-tax discount rates has not given rise to any values in use which differ significantly from those which would have arisen had the discount rates been pre-tax.

(8)   Other Intangible Assets

Details of other intangible assets and movement during the years ended 31 December 2010, 2009 and 2008 are included in Appendix II, which forms an integral part of these notes to the consolidated financial statements.

The cost of fully-amortised intangible assets in use at 31 December 2010 and 2009 is Euros 57,203 thousand and Euros 38,183 thousand, respectively.

The Group has recognised Euros 9,963 thousand in 2010 (Euros 11,823 thousand in 2009 and Euros 7,644 thousand in 2008) as self-constructed assets.

At 31 December 2010 the Group has recognised licenses with indefinite useful lives under intangible assets for a carrying amount of Euros 24,691 thousand (Euros 23,379 thousand at 31 December 2009). The Group has also recognised Euros 11,492 thousand as costs of development in progress (Euros 21,943 thousand at 31 December 2009).

At 31 December 2010 the Group has recognised CO₂ emission rights for Euros 534 thousand (Euros 493 thousand at 31 December 2009) (see note 4(h (iv))).

During 2010 the Group signed a distribution agreement for a new blood genotype test developed by Progenika Biopharma, acquiring a customer portfolio of Euros 1,358 thousand and which is recognised under “Other intangible assets”.

Impairment testing:

Indefinite-lived intangible assets have been allocated to the Group’s Plasmacare, Inc. and Biomat USA, Inc. cash-generating units (CGUs), which belong to the Bioscience segment.

The recoverable amount of a CGU is determined based on its value in use. These calculations are based on cash flow projections from the financial budgets approved by management. Cash flows estimated as of the year in which stable growth in the CGU has been reached are extrapolated using the estimated growth rates indicated below.

The key assumptions used in calculating value in use are as follows:

	Discount Rate After Tax
	2010		2009
Growth rate used to extrapolate projections		3%		3%
Discount rate after tax		8.5%		8%

F-82

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Paragraph A20 of IAS 36 requires the discount rate used to be a pre-tax rate and establishes that when the basis used to estimate the discount rate is post-tax, that basis is adjusted to reflect a pre-tax rate. The pre-tax rate in 2010 is 10.9% (9.5% in 2009). The use of a post-tax discount rate adjusted to reflect the pre-tax discount rate has not given rise to any values in use which differ significantly from those which would have arisen had the discount rates been pre-tax.

(9)   Property, Plant and Equipment

Details of property, plant and equipment and movement in the consolidated balance sheet at 31 December 2010, 2009 and 2008 are included in Appendix III, which forms an integral part of these notes to the consolidated financial statements.

The main investments during the years 2010 and 2009 correspond to the construction of the production plants in Los Angeles and Parets del Vallès.

The main investments during the year 2008 have been as follows:

•  Purchase of land and buildings in Parets del Vallès, Barcelona with a value of Euros 19.4 million, financed through a mortgage loan from Caixa Catalunya.

•  Purchase of land and buildings under construction in Sant Cugat del Vallès, Barcelona through the acquisition of the real estate company Arrahona Optimus, S.L. for Euros 33 million at 31 December 2008, financed through a mortgage loan from BBVA.

Property, plant and development under construction at 31 December 2010 and 2009 mainly comprises investments made to extend the companies’ installations and to increase their productive capacity.

a)  Mortgaged property, plant and equipment

At 31 December 2010 certain land and buildings have been mortgaged for Euros 49,316 thousand (Euros 45,382 thousand at 31 December 2009) to secure payment of certain loans (see note 22).

b)  Official capital grants received

During 2010, the Group has received capital grants totalling Euros 323 thousand (Euros 742 thousand at 31 December 2009) (see note 20).

c)  Insurance

Group policy is to contract sufficient insurance coverage for the risk of damage to property, plant and equipment. At 31 December 2010 and 2009 the Group has a combined insurance policy for all Group companies, which adequately covers the carrying amount of all the Group’s assets.

d)  Revalued assets

At 1 January 2004, date of first adopting IFRS-EU, the Group opted to apply the exemption regarding fair value and revaluation as deemed cost as permitted by IFRS 1: First-time Adoption of IFRS. In accordance with this exemption, the Group’s land and buildings were revalued based on independent expert appraisals at 1 January 2004. Appraisals were performed based on market values.

F-83

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

e)  Assets under finance lease

The Group had contracted the following types of property, plant and equipment under finance leases at 31 December 2009:

			Accumulated
Asset	Cost		Depreciation			Net value
	Thousands of Euros
Technical installations and other property, plant and equipment		19,641		(5,507	)		14,134

The Group has contracted the following types of property, plant and equipment under finance leases at 31 December 2010:

			Accumulated
Asset	Cost		Depreciation			Net value
	Thousands of Euros
Technical installations and other property, plant and equipment		15,264		(4,782	)		10,482

Details of minimum lease payments and the present value of finance lease liabilities, disclosed by maturity date, are detailed in note 22 (a.1.3).

f)  Fully-depreciated assets

The cost of fully-depreciated property, plant and equipment in use at 31 December 2010 and 2009 is Euros 98,978 thousand and Euros 73,370 thousand, respectively.

g)  Self-constructed property, plant and equipment

At 31 December 2010 the Group has recognised Euros 23,550 thousand as self-constructed property, plant and equipment (Euros 29,319 thousand at 31 December 2009 and Euros 18,150 thousand at 31 December 2008).

h) Purchase commitments

At 31 December 2010 the Group has property, plant and equipment purchase commitments amounting to Euros 6,148 thousand.

(10)   Investments Accounted for Using the Equity Method

At 31 December 2009 and 2008 equity accounted investments comprised the investment held by Diagnostic Grifols, S.A. in the company Quest International, Inc. This company is located in Miami, Florida (USA) and its activity consists of the manufacture and commercialisation of reagents and clinical analysis instruments. On 9 November 2010 the Group sold its interest in the company for a sale price of Euros 621 thousand.

Because the Group had significant influence over these companies, the consolidation method used was the equity method.

Details of and movement in this caption in year 2008 are as follows:

	Balances at				Translation		Balances at
	31/12/07		Gains		Differences		31/12/08
	Thousands of Euros
Equity accounted investments		243		24		107		374

F-84

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Details of and movement in this caption in year 2009 are as follows:

	Balances at				Translation			Balances at
	31/12/08		Gains		Differences			31/12/09
	Thousands of Euros
Equity accounted investments		374		51		(42	)		383

Details of and movement in this caption in year 2010 are as follows:

	Balances at		Gain/(Losses &								Translation		Balances at
	31/12/09		Impairment)			Disposals			Acquisitions		Differences		31/12/10
	Thousands of Euros
Equity accounted investments		383		(879	)		(463	)		1,472		85		598

The balance at 31 December 2010 relates to the investment (acquired in 2010) which Gri-cel, S.A. holds in Nanotherapix, S.L. (see note 2 (c), a joint venture which has been accounted for using the equity method).

Summarised financial information on the equity accounted investments is as follows:

			Percentage
	Country		Ownership			Assets		Liabilities		Equity		Result
						Thousands of Euros
31/12/2008
Quest International, Inc		USA		35	%		1,736		667		1,069		69
31/12/2009
Quest International, Inc		USA		35	%		1,664		580		1,084		145
31/12/2010
Nanotherapix, S.L.		Spain		51	%		2,375		1,212		1,163		(312	)

(11)   Non-Current Financial Assets

Details of this caption of the consolidated balance sheet at 31 December 2010, 2009 and 2008 are as follows:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Non-current guarantee deposits		1,217		1,142		1,113
Assets available for sale		535		501		523
Loans to third parties		5,783		2,088		—
Non-current financial assets		7,535		3,731		1,636

During 2010, the Group has extended two new mortgage loans totalling Euros 3,723 thousand to the owners of two plasma centres in the USA occupied by group companies. These loans have a term of 20 years, bear interest at a fixed rate of 4.5% and are secured by the property and by a personal security. This interest rate does not differ from a mortgage market interest rate. In 2009 the Group extended a similar mortgage loan for an amount of Euros 2,174 thousand.

At 31 December 2010, available-for-sale assets relate to the following:

•  The interest of less than 1% that the Group holds in Northfield Laboratories, Inc. (USA). At 31 December 2010, 2009 and 2008 provision has been made for the full amount of this investment, based on its fair value.

F-85

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

•  The interest of less than 2% in the share capital of biotechnology company, Cardio 3 Bioscience (with registered offices in Belgium) acquired by Grifols, S.A. in December 2008 for an amount of Euros 500 thousand. The activity of this company involves research into and the development of biological therapies using stem cells for the treatment of cardiovascular diseases. The Group has measured this asset at cost, as its fair value cannot be reliably determined.

(12)   Inventories

Details of inventories at 31 December are as follows:

	2010		2009
	Thousands of Euros
Goods for resale		63,050		65,718
Raw materials and other supplies		160,326		170,987
Work in progress and semi-finished goods		203,971		146,612
Finished goods		100,518		101,145
		527,865		484,462

Movement in inventories of finished products, work in progress and materials consumed was as follows:

	31/12/10			31/12/09			31/12/08
	*			*			*
	Thousands of Euros
Inventories of goods for resale
Net purchases		56,542			50,886			79,902
Changes in inventories		6,911			(9,201	)		(22,700	)
		63,453			41,685			57,202
Raw materials and supplies
Net purchases		225,994			274,537			190,667
Changes in inventories		17,412			(29,948	)		(41,131	)
		243,406			244,589			149,536
Materials consumed		306,859			286,274			206,738
Changes in inventories of finished products and work in progress		(45,749	)		(73,093	)		(31,058	)
Changes in inventories of finished products , work in progress and materials consumed		261,110			213,181			175,680

* Expenses/(Income)

F-86

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Reconciliation of goods for resale during 2010, 2009 and 2008 has been as follows:

	2010			2009			2008
	Thousands of Euros
Inventories of goods for resale at 1 January		65,718			54,509			37,138
Business combinations		—			158			—
Net cancellations for the year		—			(568	)		(515	)
Increase/(decrease) of goods for resale		(6,911	)		9,201			22,700
Translation differences		4,243			2,418			(4,814	)
Inventories of goods for resale at 31 December		63,050			65,718			54,509

Reconciliation of inventories of raw materials and materials consumed during 2010, 2009 and 2008 has been as follows:

	2010			2009			2008
	Thousands of Euros
Inventories of raw materials at 1 January		170,987			142,209			96,044
Business combinations		—			824			—
Increase/(decrease) in raw materials		(17,412	)		29,948			41,131
Translation differences		6,751			(1,994	)		5,034
Inventories of raw materials at 31 December		160,326			170,987			142,209

Reconciliation of inventories of finished goods and work in progress during 2010, 2009 and 2008 has been as follows:

	2010		2009			2008
	Thousands of Euros
Inventories of finished goods and work in progress at 1 January		247,757		176,939			138,226
Business combinations		—		2,567			—
Increase in inventories of finished goods and work in progress		45,749		73,093			31,058
Translation differences		10,983		(4,842	)		7.655
Inventories of finished goods and work in progress at 31 December		304,489		247,757			176,939

Net purchases include purchases made in the following foreign currencies:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Currency
US Dollar		145,584		196,936		168,037
Other currencies		6,569		4,498		7,315

F-87

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(13)   Trade and Other Receivables

Details at 31 December 2010 and 2009 are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Trade receivables		224,355		207,840
Other receivables		31,012		27,210
Associates		5		812
Personnel		366		395
Advances for fixed assets		494		1,103
Other advances		3,265		1,844
Public entities, other receivables		8,890		8,176
Other receivables		44,032		39,540
Current income tax assets		14,607		7,802
		282,994		255,182

Trade receivables

Trade receivables, net of the provision for bad debts, include notes receivable discounted at banks at 31 December 2010, which amount to Euros 1,396 thousand (Euros 1,298 thousand at 31 December 2009) (see note 22).

Trade receivables include balances in the following foreign currencies:

	31/12/10		31/12/09
	Thousands of Euros
Currency
US Dollar		52,466		45,297
Chilean Peso		17,008		12,778
Mexican Peso		10,583		7,986
Argentinean Peso		4,075		3,404
Brazilian Real		4,616		3,225
Czech Crown		3,030		3,217
Pound Sterling		3,116		2,849
Thai Baht		1,842		1,366
Polish Zloty		2,379		1,292
Australian Dollar		3,769		1,101
Other currencies		2,412		1,644

Other receivables

Other receivables at 31 December 2010 and 2009 include Euros 6,639 thousand (Euros 8,089 thousand at 31 December 2009) reflecting interest receivable from social security-affiliated entities.

During 2010, 2009 and 2008 certain Grifols Group companies have sold receivables without recourse from several public entities to Deutsche Bank, S.A.E. According to these contracts, the Group receives an initial payment which usually amounts to approximately 90% of the nominal amount of the receivables. Receipt of the deferred amount (remainder of the nominal amount) is collected by the Group once Deutsche

F-88

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Bank has collected the nominal amount of the receivables and until then the pending amount is recognised in the balance sheet as a receivable. Because the receivables are with public entities it is considered that there is very low credit risk. At 31 December 2010, Euros 19,504 thousand is receivable for this deferred amount (Euros 13,675 thousand at 31 December 2009). Initial payment is made when the sale is completed and therefore, the bad debt risk associated with this part of the nominal amount of the receivables is transferred. The Group has transferred control of the receivables to Deutsche Bank and therefore, the Group has derecognised the total initial payment on its balance sheet, since all risks and rewards have been transferred.

Certain foreign group companies and one Spanish company have also entered into contracts to sell receivables without recourse to financial institutions.

Total balances receivable without recourse sold to financial institutions through the aforementioned contracts amount to Euros 185.2 million at 31 December 2010 (Euros 116.3 million at 31 December 2009).

The finance cost of these operations for the Group totals approximately Euros 5,378 thousand which has been recognised under finance costs in the 2010 consolidated income statement (Euros 2,531 thousand in 2009 and Euros 2,128 thousand in 2008) (see note 28).

Details of balances with related parties are shown in note 33.

Receivables from public entities are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Taxation authorities, VAT		8,191		7,451
Social Security		85		107
Other public entities		614		618
Public entities, other receivables		8,890		8,176

Current tax assets

Current tax assets are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Recoverable income tax:
Current year		9,352		7,188
Prior years		5,255		614
Current tax assets		14,607		7,802

(14)   Other Current Financial Assets

Details of this caption of the consolidated balance sheet at 31 December 2010 and 2009 are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Current investments		12,387		5,943
Guarantee deposits		44		209
Current loans to third parties		515		395
Financial derivatives (note 32)		—		1,670
Total other current financial assets		12,946		8,217

F-89

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

“Current investments” comprise current guarantee deposits held in financial institutions with maturity greater than three months from the date of acquisition.

(15)   Other Current Assets

Details of this caption of the consolidated balance sheet at 31 December 2010 and 2009 are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Prepaid expenses — professional services		72,983		1,703
Prepaid expenses — insurance		3,508		3,403
Royalties and rentals		2,589		611
Other prepaid expenses		1,548		1,628
Total other current assets		80,628		7,345

At 31 December 2010 professional services include an amount of Euros 71,174 thousand relating to costs incurred for professional services directly relating to the share capital increase and the debt issue expected to be made in relation to the acquisition of Talecris (see note 31 (f)).

Costs related to the capital increase will be taken to equity when the capital increase is performed. Costs relating to the issue of debt will be deducted from the financial liability when it is recognised.

Costs incurred in relation to the business combination, amounting to Euros 16,999 thousand, have been recognised as expenses for 2010 (see note 27).

(16)   Cash and Cash Equivalents

Details of this caption of the consolidated balance sheet at 31 December 2010 and 2009 are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Current deposits		211,564		237,801
Cash at banks		28,085		11,571
Total cash and cash equivalents		239,649		249,372

Current deposits mainly include the surplus of funds from the issue of bonds in the USA during 2009 (see note 5 (a)).

Details of cash and cash equivalents at 31 December 2010 and 2009 by currency are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Currency
Euro		4,268		2,153
US Dollar		202,942		208,800
Other currency		32,439		38,419
		239,649		249,372

(17)   Equity

Details of consolidated equity and changes are shown in the consolidated statement of changes in equity, which forms an integral part of the consolidated financial statements.

F-90

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(a)  Share capital

At 31 December 2010 and 2009 the Company’s share capital is represented by 213,064,899 ordinary shares of Euros 0.50 par value each, which are subscribed and fully paid and have the same voting and profit-sharing rights.

These shares are freely transferable.

The Company only has information on the identity of its shareholders when this information is provided voluntarily or to comply with prevailing legislation. Based on the information available to the Company, its most significant shareholders at 31 December 2010 and 2009 are as follows:

	Percentage Ownership
	31/12/10			31/12/09
Scranton Enterprises,B.V.		7.58	%		10.65	%
Capital Research and Management Company		10.02	%		—
Other		82.40	%		89.35	%
		100.00	%		100.00	%

(b)  Share premium

There have been no movements in share premium during 2010 and 2009. In 2008 dividends were paid from share premium amounting to Euros 10,030 thousand.

(c)  Reserves

The availability of the reserves for distribution is subject to legislation applicable to each of the Group companies. At 31 December 2010, Euros 28,876 thousand equivalent to the carrying amount of development costs pending amortisation of certain Spanish companies (Euros 25,987 thousand at 31 December 2009) (see note 8) are, in accordance with applicable legislation, restricted reserves which cannot be distributed until these development costs have been amortised.

Companies in Spain are obliged to transfer 10% of each year’s profits to a legal reserve until this reserve reaches an amount equal to 20% of share capital. This reserve is not distributable to shareholders and may only be used to offset losses if no other reserves are available. Under certain conditions it may be used to increase share capital provided that the balance left on the reserve is at least equal to 10% of the nominal value of the total share capital after the increase.

At 31 December 2010 the legal reserve of the Parent has been fully appropriated and amounts to Euros 21,306 thousand (Euros 18,657 thousand at 31 December 2009).

Distribution of the legal reserves of Spanish companies is subject to the same restrictions as those of the Parent Company and at 31 December 2010 and 2009 the balance of the legal reserve of other Spanish companies amounts to Euros 2,106 thousand.

Other foreign Group companies have a legal reserve amounting to Euros 692 thousand (Euros 654 thousand at 31 December 2009).

F-91

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(d)  Own shares

During the year ended 31 December 2009 the Company has carried out the following operations with own shares:

	No. of			Thousands of
	Shares			Euros
Balance at 1 January 2009		2,411,622			33,087
Acquisitions		2,176,929			25,186
Disposals		(4,535,225	)		(57,596	)
Balance at 31 December 2009		53,326			677

During the year ended 31 December 2010 the Company has carried out the following operations with own shares:

	No. of		Thousands of
	Shares		Euros
Balance at 1 January 2010		53,326		677
Acquisitions		105,000		1,250
Balance at 31 December 2010		158,326		1,927

As a result, the Company holds own shares equivalent to 0.07% of its capital at 31 December 2010 (0.03% at 31 December 2009).

(e)  Distribution of profits

The profits of Grifols, S.A. and subsidiaries will be distributed as agreed by respective shareholders of each company at their general meetings.

The Board of directors of Grifols, S.A. will propose to the shareholders at their annual general meeting that the profit of Grifols, S.A. for the year ended 31 December 2010, amounting to Euros 63,548 thousand, be transferred to reserves.

The distribution of the Company’s profit for the year ended 31 December 2009 is presented in the consolidated statement of changes in equity.

The dividend per share distributed at 30 June 2009 is as follows:

	30/06/2009
					Amount
	% of par		Euro per		(Thousands of
	Value		Share		Euros)
Ordinary shares		46		0.23		48,691
Total dividends paid in June 2009		46		0.23		48,691
Dividends with a charge to profits		46		0.23		48,691
Total dividends paid in June 2009		46		0.23		48,691

F-92

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

The dividend per share (interim dividend) distributed in December 2009 is as follows:

	31/12/2009
					Amount
	% of par		Euro per		(Thousands of
	Value		Share		Euros)
Ordinary shares		30		0.15		31,960
Total dividends paid in December 2009		30		0.15		31,960
Interim dividend		30		0.15		31,960
Total dividends paid in December 2009		30		0.15		31,960

The dividend per share distributed in July 2010 is as follows:

	31/07/2010
					Amount
	% of par		Euro per		(Thousands of
	Value		Share		Euros)
Total dividends paid in July 2010 (ordinary shares)		26		0.13		27,229

(f)  Cash flow hedges

To cover the interest rate risk related to the planned issuance of corporate bonds by Grifols Inc. (see note 22) a swap was contracted in July 2009 to hedge the interest rate of 10-year US government bonds, with a nominal amount of US Dollars 200 million and maturity on 21 September 2009 (date of issuance of the bonds), swapping a variable interest rate for a fixed rate. The Group has recognised this derivative as hedging of cash flows from a highly probable transaction. At the date of redemption, the valuation resulted in a financial cost of Euros 3,275 thousand, which has been recognised in equity, net of the tax effect under “Cash flow hedges” and deferred over the term of the ten-year corporate bond (see notes 22 and 32).

(18)   Earnings per Share

The calculation of basic earnings per share is based on the profit for the year attributable to the shareholders of the Company divided by the weighted average number of ordinary shares in circulation throughout the year, excluding own shares.

Details of the calculation of basic earnings per share are as follows:

	2010		2009		2008
Profit for the year attributable to equity holders of the Company (thousands of Euros)		115,513		147,972		121,728
Weighted average number of ordinary shares in circulation		212,909,162		209,451,806		210,707,597
Basic earnings per share (Euros per share)		0.54		0.71		0.58

The weighted average number of ordinary shares issued is determined as follows:

	Number of Shares
	2010			2009			2008
Issued ordinary shares at 1 January		213,011,573			210,653,277			210,964,436
Effect of own shares		(102,411	)		(1,201,471	)		(256,839	)
		212,909,162			209,451,806			210,707,597

F-93

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Diluted earnings per share are calculated by dividing profit attributable to shareholders of the Company by the weighted average number of ordinary shares in circulation considering the diluting effects of potential ordinary shares. At 31 December 2010, 2009 and 2008 basic and diluted earnings per share are the same as no potential diluting effects exist.

(19)   Non-controlling Interests

Details of non-controlling interests and movement during the year ended 31 December 2009 are as follows:

	Balances at					Business						Translation			Balances at
	31/12/08		Additions			Combinations			Dividends			Differences			31/12/09
	Thousands of Euros
Grifols (Thailand) Pte Ltd		977		308			—			(112	)		30			1,203
Grifols Malaysia Sdn Bhd		273		35			—			—			(5	)		303
Woolloomooloo Holdings Pty Ltd.		—		(745	)		9,876			(106	)		1,626			10,651
		1,250		(402	)		9,876			(218	)		1,651			12,157
							(note 3	(b))

Details of non-controlling interests and movement during the year ended 31 December 2010 are as follows:

	Balances at								Translation		Balances at
	31/12/09		Additions			Dividends			Differences		31/12/10
	Thousands of Euros
Grifols (Thailand) Pte Ltd		1,203		367			(108	)		255		1,717
Grifols Malaysia Sdn Bhd		303		302			—			76		681
Woolloomooloo Holdings Pty Ltd.		10,651		(915	)		(158	)		2,374		11,952
		12,157		(246	)		(266	)		2,705		14,350

(20)   Grants

Details are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Capital grants		1,830		2,025
Interest-rate grants (preference loans)		258		286
Grants		2,088		2,311

F-94

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Details of capital grants are as follows:

	31/12/10			31/12/09
	Thousands of Euros
Total amount of capital grant:
Prior to 1995		330			330
1995		627			627
1996		54			54
1997		426			426
1998		65			65
1999		42			42
2000		181			181
2001		214			214
2002		626			626
2004		1,940			1,940
2005		35			35
2006		35			35
2007		33			33
2008		124			124
2009		742			742
Current period		323			—
		5,797			5,474
Less, revenues recognised:
Prior years		(3,140	)		(2,444	)
Current year		(612	)		(696	)
		(3,752	)		(3,140	)
Translation differences		(215	)		(309	)
Net value of capital grants		1,830			2,025

At 31 December 2010 interest-rate grants (preference loans) include Euros 258 thousand (Euros 286 thousand at 31 December 2009) of implicit interest on loans extended by the Spanish Ministry of Science and Technology as these are interest free.

Movement during 2008 is as follows:

	Balances at				Transfers to			Balances at
	31/12/07		Additions		Profit or Loss			31/12/08
Interest-rate grants (preference loans)		2,463		561		(2,686	)		338

Movement during 2009 is as follows:

	Balances at				Transfers to			Balances at
	31/12/08		Additions		Profit or Loss			31/12/09
Interest-rate grants (preference loans)		338		440		(492	)		286

F-95

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Movement during 2010 is as follows:

	Balances at				Transfers to			Balances at
	31/12/09		Additions		Profit or Loss			31/12/10
Interest-rate grants (preference loans)		286		88		(116	)		258

(21)   Provisions

Details of provisions at 31 December 2010 and 2009 are as follows:

Non-Current Provisions(a)	31/12/10		31/12/09
	Thousands of Euros
Provisions for pensions and similar obligations		787		595
Other provisions		591		637
Non-current provisions		1,378		1,232

Current Provisions(b)	31/12/10		31/12/09
	Thousands of Euros
Trade provisions		4,365		4,702

(a)  Non-current provisions

At 31 December 2010 and 2009 provisions for pensions and similar obligations mainly comprise a provision made by certain foreign subsidiaries in respect of labour commitments with certain employees.

Movement in non-current provisions during 2009 is as follows:

	Balances at		Business								Translation			Balances at
	31/12/08		Combination		Reversal			Cancellation			Differences			31/12/09
	Thousands of Euros
Non-current provisions		3,045		102		(1,411	)		(457	)		(47	)		1,232

Movement in non-current provisions during 2010 is as follows:

	Balances at							Translation		Balances at
	31/12/09		Charge		Cancellation			Differences		31/12/10
	Thousands of Euros
Non-current provisions		1,232		140		(71	)		77		1,378

(b)  Current provisions

Movement in trade provisions during 2009 is as follows:

	Balances at		Business				Translation		Balances at
	31/12/08		Combination		Charge		Differences		31/12/09
	Thousands of Euros
Trade provisions		3,830		198		636		38		4,702

Movement in trade provisions during 2010 is as follows:

	Balances at							Translation		Balances at
	31/12/09		Charge		Cancellation			Differences		31/12/10
	Thousands of Euros
Trade provisions		4,702		41		(414	)		36		4,365

F-96

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(22)   Financial Liabilities

This note provides information on the contractual conditions of the loans obtained by the Group, which are measured at amortised cost, except for the financial derivative, which is measured at fair value. For further information on exposure to interest rate risk, currency risk and liquidity risk and the fair values of financial liabilities, please refer to note 32.

a)  Non-current financial liabilities

Details at 31 December 2010 and 2009 are as follows:

Non-Current Financial Liabilities	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Corporate bonds (a.1.1)		441,203		410,552		—
Bonds		441,203		410,552		—
Club Deal (a.1.2)		99,408		195,471		225,320
Other loans (a.1.2)		120,040		90,961		79,069
Finance lease liabilities (a.1.3)		4,734		6,202		7,124
Loans and borrowings		224,182		292,634		311,513
Loans and borrowings and bonds or other non-current marketable securities (a.1)		665,385		703,186		311,513
Preference loans extended by the Spanish Ministry of Science and Technology (a.2)		9,744		11,135		10,685
Debt on the acquisition of the plasma centre (a.2)		530		1,050		1,098
Other		200		367		759
Other non-current financial liabilities (a.2)		10,474		12,552		12,542
		675,859		715,738		324,055

Non-current loans and borrowing arrangements are shown net of the loan arrangement expenses which are pending amortisation:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Loan arrangement expenses		1,365		2,105		2,245

(a.1)  Loans and borrowings and bonds or other non-current marketable securities

(a.1.1) Corporate Bonds

On 21 September 2009 the Group, through Grifols, Inc., concluded the first private placement of corporate bonds in the USA totalling US Dollars 600 million. The issue was subscribed by 22 qualified investors, 90% in US Dollars and the remaining 10% in Pounds Sterling and Euros. The issue was structured in three tranches: US Dollars 200 million at 12 years, US Dollars 300 million at 10 years and US Dollars 100 million at 7 years, with spreads over the yields of the 10 year US Treasury bond of 370 basis points for those issued at 12 years, 350 basis points for those issued at 10 years and 335 basis points for 7 year bonds.

F-97

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

A summary of corporate bonds at 31 December 2010 is as follows:

					Fixed
			Duration		Interest
Amount			(Years)		Rate
	100,000	Thousands of USD		7		6.42	%
	245,000	Thousands of USD		10		6.94	%
	200,000	Thousands of USD		12		7.14	%
	10,000	Thousands of EUR		10		6.94	%
	25,000	Thousands of GBP		10		6.94	%

Funds raised have enabled the Group to extend the term of its financial borrowings from current to non-current, at the same time ensuring the availability of financial resources required to consolidate its plans for the future. Funds raised have therefore been used to settle current and non-current liabilities and the remaining amount has been used in current investments classified under “Cash and cash equivalents” for an equivalent amount of Euros 211,539 thousand at 31 December 2010 (Euros 237,777 thousand at 31 December 2009). This amount has been invested mainly in US Dollar deposits with financial institutions of recognised solvency.

With the issuance of the bonds, an interest rate hedge was contracted for the interest on the 10-year loan from the US government (see notes 17 (f) and 32).

This issue of corporate bonds is subject to compliance with certain financial ratio covenants. At 31 December 2010 and 2009 the Group complies with these financial ratio covenants.

Details of and movements related to the issue of corporate bonds are as follows:

	31/12/10			31/12/09
	Thousands of Euros
Opening balance
Issuance of corporate bonds in the USA		416,465			409,411
Transaction costs		(5,913	)		(5,967	)
		410,552			403,444
Movements
Transferred to profit and loss		660			150
Corporate bonds issued in the USA, exchange differences		(1,772	)		338
Translation differences		31,763			6,620
Closing balance
Corporate bonds issued in the USA		446,918			416,465
Transaction costs		(5,715	)		(5,913	)
		441,203			410,552

(a.1.2) Other non-current loans and borrowings

Details of the terms and conditions of non-current loans and borrowings at 31 December 2010 and 2009 are included in Appendix IV, which forms an integral part of these notes to the consolidated financial statements.

At 26 May 2008 a Club Deal refinancing agreement was signed with 24 financial entities for Euros 350 million (including the option to draw down a tranche of the loan in US Dollars), in order to

F-98

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

refinance the non-current syndicated loan then existing. This loan provided the Group with a significant margin for leverage to carry out planned investment programmes.

This syndicated loan, which matures on 26 May 2013, is subject to compliance with certain financial ratio covenants. In accordance with the agreed-upon conditions, the level of compliance with financial ratios and levels is determined at year end. The Company is required to provide financial information to the lending banks within the six-month period subsequent to 31 December of each year for the duration of the contract.

In 2009 the 24 financial entities and the Company unanimously agreed to a novation of the syndicated loan. The net financial debt/equity ratio was replaced by the minimum equity ratio. This replacement unifies all syndicated loan ratios with the bond issuance carried out by the Group in the USA.

At 31 December 2010 and 2009 the Group fulfilled the financial covenants established in the syndicated loan contract.

(a.1.3) Finance lease liabilities

Details of minimum payments and the current finance lease liabilities, by maturity date, are as follows:

	31/12/10						31/12/09
	Current			Non-Current			Current			Non-Current
	Thousands of Euros
Minimum payments		3,552			5,089			5,088			6,675
Interest		(272	)		(355	)		(354	)		(473	)
Present value		3,280			4,734			4,734			6,202

	31/12/10						31/12/09
	Minimum				Present		Minimum				Present
	Payments		Interest		Value		Payments		Interest		Value
	Thousands of Euros
Maturity at:
Less than one year		3,552		272		3,280		5,088		354		4,734
Two years		2,411		161		2,250		3,364		200		3,164
Three years		1,271		96		1,175		1,382		114		1,268
Four years		763		50		713		831		72		759
Five years		314		23		291		577		41		536
More than five years		330		25		305		521		46		475
Total		8,641		627		8,014		11,763		827		10,936

F-99

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(a.1.4) Maturity of non-current loans and borrowings and bonds

Details of maturity of non-current loans and borrowings and bonds at 31 December 2010 and 2009 are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Maturity at:
Two years		85,171		81,388
Three years		51,582		79,696
Four years		17,936		75,905
Five years		17,548		12,506
More than five years		493,148		453,691
		665,385		703,186

(a.2) Other non-current financial liabilities

Details of the interest-free preference loans extended by the Spanish Ministry of Science and Technology to various group companies are as follows:

					31/12/10				31/12/09
	Date		Amount		Non-				Non-
Company	Awarded		Awarded		Current		Current		Current		Current
			Thousands of Euros
Instituto Grifols S.A.		31/01/2001		637		—		—		—		86
Instituto Grifols S.A.		13/02/2002		691		—		94		89		94
Instituto Grifols S.A.		17/01/2003		1,200		157		165		307		165
Instituto Grifols S.A.		13/11/2003		2,000		520		279		762		279
Instituto Grifols S.A.		17/01/2005		2,680		1,031		375		1,345		375
Instituto Grifols S.A.		29/12/2005		2,100		1,025		288		1,253		288
Instituto Grifols S.A.		29/12/2006		1,700		1,015		234		1,190		234
Instituto Grifols S.A.		27/12/2007		1,700		1,164		232		1,324		—
Instituto Grifols S.A.		31/12/2008		1,419		1,175		—		1,131		—
Instituto Grifols S.A.		16/01/2009		1,540		1,294		—		1,249		—
Laboratorios Grifols, S.A.		20/03/2001		219		—		—		—		30
Laboratorios Grifols, S.A.		29/01/2002		210		—		29		27		29
Laboratorios Grifols, S.A.		15/01/2003		220		29		30		56		30
Laboratorios Grifols, S.A.		26/09/2003		300		76		41		111		41
Laboratorios Grifols, S.A.		22/10/2004		200		77		28		100		28
Laboratorios Grifols, S.A.		20/12/2005		180		88		25		107		25
Laboratorios Grifols, S.A.		29/12/2006		400		233		54		273		54
Laboratorios Grifols, S.A.		27/12/2007		360		212		42		242		—
Laboratorios Grifols, S.A.		31/12/2008		600		497		—		478		—
Diagnostic Grifols, S.A.		27/11/2008		857		358		129		468		129
Diagnostic Grifols, S.A.		25/05/2010		203		116		31		—		—
Grifols Engineering, S.A.		21/04/2009		524		427		34		447		—
Grifols Engineering, S.A.		21/04/2009		203		165		13		176		—
Grifols Engineering, S.A.		28/01/2010		100		85		—		—		—
				20,243		9,744		2,123		11,135		1,887

F-100

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

During 2010 the implicit borrowing costs taken to profit and loss amount to Euros 567 thousand (Euros 616 thousand in 2009 and Euros 516 thousand in 2008) (see note 28).

At 31 December 2010, this caption also includes Euros 555 thousand (Euros 1,133 thousand at 31 December 2009) comprising the Euros equivalent of the debt in US Dollars payable in the long term to Amerihealth Plasma, LLC for the plasma centre acquired in the USA. Deferred finance expenses resulting from this transaction amount to Euros 25 thousand (Euros 83 thousand at 31 December 2009) and are deducted from the aforementioned amount. Other current financial liabilities include the current portion of this debt which amounts to Euros 637 thousand (Euros 442 thousand at 31 December 2009).

Details of the maturity of other non-current financial liabilities are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Maturity at:
Two years		2,964		2,632
Three years		2,159		2,883
Four years		1,989		2,026
Five years		1,266		1,867
More than five years		2,096		3,144
		10,474		12,552

b)  Current Financial Liabilities

Details at 31 December 2010 and 2009 are as follows:

Current financial liabilities	31/12/10		31/12/09
	Thousands of Euros
Bonds (b.1.1)		8,235		6,407
Interest of issue corporate bonds in the USA (b.1.1)		7,207		6,716
Bonds		15,442		13,123
Club Deal (b.1.2)		66,250		33,014
Other loans (b.1.2)		106,663		63,120
Finance lease liabilities (a.1.3)		3,280		4,734
Loans and borrowings		176,193		100,868
Loans and borrowings and bonds and other marketable securities (b.1)		191,635		113,991
Financial derivatives (note 32)		8,560		3,333
Preference loans extended by the Spanish Ministry of Science and Technology (a.2)		2,123		1,887
Receivables from social security affiliated entities transferred to a financial institution (b.2)		6,503		5,459
Debt on the acquisition of the plasma centre (a.2)		637		442
Debt with Novartis (b.2)		—		779
Guarantee deposits received		149		59
Other current financial liabilities		264		271
Other current financial liabilities (b.2)		18,236		12,230
		209,871		126,221

F-101

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Current loans and borrowing arrangements are shown net of the loan arrangement expenses which are pending amortization:

	31/12/10		31/12/09
	Thousands of Euros
Loan arrangement expenses		707		825

Current loans and borrowing arrangements are shown include accrued interest amounting to Euros 483 thousand (Euros 538 thousand at 31 December 2009).

(b.1) Loans and borrowings and bonds or other current marketable securities

(b.1.1)  Bonds

Details at 31 December 2010 and 2009 are as follows:

	31/12/10			31/12/09
	Thousands of Euros
Promissory notes issued to bearer		8,373			6,510
Interest pending accrual on promissory notes issued to bearer		(138	)		(103	)
Interest accrued on corporate bonds		7,207			6,716
		15,442			13,123

During 2010 and 2009 a Group company has issued bearer promissory notes at one year of Euros 3,000 nominal amount each and an interest rate of 5.00% and 4.75%, respectively, which were earmarked for Group employees.

Details of the issue of bearer promissory notes to group employees are as follows:

31/12/09

Promissory

Interest

Nominal

Notes

Pending

Amount

Subscribed

Accrual

Maturity

(Thousands

Interest

(Thousands

(Thousands

Issue Date

Date

of Euros)

Rate

of Euros)

of Euros)

Issue of bearer promissory notes

05/05/09

05/05/10

3.000

4.75

%

6,510

(103

)

31/12/10

Promissory

Interest

Nominal

Notes

Pending

Amount

Subscribed

Accrual

Maturity

(Thousands

Interest

(Thousands

(Thousands

Issue Date

Date

of Euros)

Rate

of Euros)

of Euros)

Issue of bearer promissory notes

05/05/10

05/05/11

3.000

5.00

%

8,373

(138

)

F-102

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(b.1.2)  Other current loans and borrowings

Details of current loans and borrowings are as follows:

	Interest Rate (*)	Drawn Down
	Min - Max	31/12/10			31/12/09
		Thousands of Euros
Loans in:
US Dollars	5.00%		1,384			3,010
Euros	1.17% — 6%		143,990			73,664
Other currencies	TIIE+2% — 15%		26,368			18,449
			171,742			95,123
Discounted trade notes (note 13)	1.4-4.69%		1,396			1,298
Current interest on loans and borrowings			483			538
Finance lease payables			3,552			5,088
			177,173			102,047
Less, current portion of deferred finance expenses for leasing			(272	)		(354	)
Less, current portion of loan arrangement expenses			(708	)		(825	)
			176,193			100,868

(*) Loans accrue variable interest rates.

At 31 December 2010 the Group has a drawable borrowing limit of Euros 704,315 thousand (Euros 703,231 thousand at 31 December 2009).

(b.2) Other current financial liabilities

At 31 December 2010 and 2009 other current financial liabilities also include approximately Euros 6,503 thousand and Euros 5,459 thousand, respectively, which were paid directly by social security affiliated entities and are transferable to Deutsche Bank, S.A.E. under contracts (see note 13).

At 31 December 2009 this caption included an outstanding receivable of Euros 779 thousand from Novartis Vaccines and Diagnostics, Inc. for the licence contract signed by a Group company during 2006. At 31 December 2010 this debt has been fully repaid.

F-103

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(23)   Trade and Other Payables

Details are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Suppliers and trade payables		160,678		120,887
Other		—		22
Suppliers		160,678		120,909
Public entities, other payables		11,928		17,832
Other trade payables		11,928		17,832
Current income tax liabilities		4,172		3,258
		176,778		141,999

Suppliers

Details of related parties are shown in note 33.

Balances with suppliers include the following payables in foreign currencies:

	31/12/10		31/12/09
	Thousands of Euros
Currency
US Dollar		58,932		31,377
Chilean Peso		1,490		894
Swiss Franc		897		686
Czech Crown		568		380
Brazilian Real		428		621
Pound Sterling		405		266
Other currencies		665		1,419

The Group’s exposure to currency risk and liquidity risk associated with trade and other payables is described in note 32.

Public entities, other payables

Details are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Taxation authorities, VAT/Canary Islands Tax		3,472		3,292
Taxation authorities, withholdings		3,119		8,184
Social Security		3,246		3,027
Other public entities		2,091		3,329
Public entities, other payables		11,928		17,832

At 31 December 2010, Other public entities include a Euros 1,860 thousand provision (Euros 2,781 thousand at 31 December 2009) recognised as a result of a different interpretation of a specific tax situation which could be made by the current tax inspection (see note 29 (c)).

F-104

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Current tax liabilities

Details are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Taxation authorities, income tax:
Current year		4,161		3,185
Prior years		11		73
Current tax liabilities		4,172		3,258

(24)   Other Current Liabilities

Details at 31 December are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Salaries payable		28,321		24,367
Other payables		2,629		1,754
Other current liabilities		30,950		26,121

(25)   Revenues

Revenues are mainly generated by the sale of goods.

The distribution of net consolidated revenues for 2010, 2009 and 2008, by segment, was as follows:

	%
	31/12/10			31/12/09			31/12/08
Bioscience		78	%		76	%		76	%
Diagnostics		11	%		10	%		10	%
Hospital		9	%		10	%		10	%
Raw materials		1	%		3	%		3	%
Others		1	%		1	%		1	%
		100	%		100	%		100	%

The geographical distribution of net consolidated revenues is as follows:

	%
	31/12/10			31/12/09			31/12/08
Spain		23	%		25	%		24	%
European Union		21	%		22	%		26	%
United States		34	%		32	%		36	%
Rest of the world		22	%		21	%		14	%
		100	%		100	%		100	%

F-105

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Net consolidated revenues include net sales made in the following foreign currencies:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Currency
US Dollar		405,439		349,064		304,445
Pound Sterling		36,199		33,668		36,668
Chilean Peso		28,760		21,083		16,047
Mexican Peso		25,652		36,472		29,182
Brazilian Real		21,949		21,262		15,916
Australian Dollar		13,950		6,387		—
Czech Crown		13,698		12,863		12,568
Argentinean Peso		13,122		11,323		9,145
Polish Zloty		11,668		13,525		—
Other currency		18,989		18,013		13,062

(26)   Personnel Expenses

Details are as follows:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Wages and salaries		232,174		219,803		191,644
Contributions to pension plans (note 31)		1,615		1,571		1,365
Other social charges		8,615		8,072		6,310
Social Security		46,604		43,722		38,840
		289,008		273,168		238,159

(27)   Other Operating Income and Expenses

Other operating expenses

Details are as follows:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Changes in trade provisions (notes 21 (b) and 32)		398		1,348		561
Professional services (note 15)		40,530		25,266		22,874
Commissions		8,038		7,711		7,075
Supplies and other materials		30,544		28,859		26,874
Operating leases (note 30 (a))		19,272		17,364		16,583
Freight		20,956		20,518		19,485
Repairs and maintenance costs		22,480		21,365		17,642
Advertising		14,708		15,580		16,872
Insurance		10,807		10,803		10,367
Royalties and service charges		884		4,954		8,760
Travel expenses		12,742		11,935		14,210
External services		24,603		25,024		21,891
Others		14,256		12,654		9,094
Other operating expenses		220,218		203,381		192,288

F-106

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Research and development expenses incurred by the Group (including personnel expenses and amortization of intangible assets and property, plant and equipment) amount to Euros 36.6 million in 2010 (Euros 35.2 million in 2009 and Euros 25.6 million in 2008).

Other operating income

Details are as follows:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Income from insurance claims		771		807		584
Grants		307		378		497
Other income		118		258		208
Other operating income		1,196		1,443		1,289

(28)   Finance Income and Expense

Details are as follows:

	31/12/10			31/12/09			31/12/08
	Thousands of Euros
Interest from Social Security		2,876			6,510			2,212
Other finance income		1,650			557			470
Finance income		4,526			7,067			2,682
Syndicated loan (other finance expenses)		(1,172	)		(747	)		(1,849	)
Syndicated loan (interest)		(3,303	)		(6,289	)		(12,152
Finance expenses from sale of receivables (note 13)		(5,378	)		(2,531	)		(2,128	)
Interests costs of Corporate bonds issued in the USA (note 22)		(31,923	)		(6,766	)		—
Implicit interest on preference loans (note 22 (a2))		(567	)		(616	)		(516	)
Capitalised interest		2,399			1,278			—
Other finance expenses		(9,716	)		(11,416	)		(12,660	)
Finance expenses		(49,660	)		(27,087	)		(29,305	)
Change in fair value of financial derivatives (note 32)		(7,593	)		(587	)		(1,268	)
Impairment and profit/(losses) on disposal of financial instruments		91			(245	)		—
Exchange differences		1,616			(1,733	)		(2,825	)
Net finance income and expense		(51,020	)		(22,585	)		(30,716	)

During 2010 the Group has capitalised interest at a rate of between 2.6% and 7.1% based on the financing received (between 3% and 4% during 2009) (see note 4 (f)).

(29)   Taxation

Companies present annual income tax returns. The standard rate of tax is 30% for Spanish companies, which may be reduced by certain credits.

Grifols, S.A. is authorised to present a consolidated tax return with Diagnostic Grifols, S.A., Movaco, S.A., Laboratorios Grifols, S.A., Instituto Grifols, S.A., Logister, S.A., Biomat, S.A., Grifols Viajes, S.A., Grifols International, S.A., Grifols Engineering, S.A., Arrahona Optimus, S.L. and Gri-Cel, S.A. (since 2009).

F-107

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Grifols, S.A., in its capacity as parent, is responsible for the presentation and payment of the consolidated tax return.

The North-American company Grifols, Inc. is also authorised to present consolidated tax returns in the USA with Grifols Biologicals, Inc., Grifols USA, LLC, Biomat USA, Inc. and Plasmacare, Inc.

a)  Reconciliation of accounting and taxable income

Details of the income tax expense are as follows:

	31/12/10			31/12/09			31/12/08
	Thousands of Euros
Profit for the year before income tax		157,784			203,994			172,269
Tax at 30%		47,335			61,198			51,680
Permanent differences		2,300			1,935			2,678
Effect of different tax rates		3,346			5,159			4,366
Tax credits for research and development		(7,281	)		(8,106	)		(5,403	)
Other tax credits (deductions)		(3,516	)		(4,548	)		(4,199	)
Other income tax expenses		333			786			1,031
Total income tax expense		42,517			56,424			50,153
Deferred tax expenses		15,547			8,832			6,987
Current income tax		26,970			47,592			43,166
Total		42,517			56,424			50,153

Deferred tax assets and liabilities

Details of deferred tax assets and liabilities are as follows:

	Tax Effect
	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Assets
Tax credits (deductions)		4,830		5,992		13,215
Tax loss carryforwards		1,233		88		163
Fixed assets, amortisation and depreciation		998		728		299
Unrealised margins on inventories		19,256		19,814		17,222
Provision for bad debts		395		444		281
Inventories		235		225		1,004
Cash flow hedges		1,120		1,247		—
Other provisions		4,297		2,439		825
Others		2,525		2,418		1,187
		34,889		33,395		34,297
Liabilities
Goodwill		17,948		15,186		12,423
Revaluations of assets		15,210		15,011		15,345
Fixed assets, amortisation and depreciation		40,520		23,873		14,028
Finance leases		3,396		3,634		3,647
Inventories		—		—		2,041
Provision for investments		696		873		2,322
Others		1,371		1,748		2,163
		79,141		60,325		51,969

F-108

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Movement in deferred tax assets and liabilities is as follows:

Deferred Tax Assets	2010		2009			2008
	Thousands of Euros
Balance at 1 January		33,395		34,297			34,110
Movements during the year		865		(1,478	)		687
Business combinations (note 3)		—		500			—
Adjustments for changes in tax rate through profit and loss		—		69			(514	)
Translation differences		629		7			14
Balance at 31 December		34,889		33,395			34,297

Deferred Tax Liabilities	2010		2009			2008
	Thousands of Euros
Balance at 1 January		60,325		51,969			43,794
Movements during the year		16,537		7,423			6,721
Business combinations (note 3)		—		1,761			—
Adjustments for changes in tax rate through profit and loss		—		—			439
Translation differences		2,279		(828	)		1,015
Balance at 31 December		79,141		60,325			51,969

As permitted by Royal Decree — Law 3/1993 governing urgent tax and financial measures and Royal Decrees — Law 7/1994 and Law 2/1995 governing accelerated depreciation of property, plant and equipment for investments which generate employment, the Spanish companies have opted to apply accelerated depreciation to certain additions to property, plant and equipment, which has resulted in the corresponding deferred tax liability.

Details of deferred tax assets and liabilities on items directly debited and credited to equity during the year are as follows:

			Tax Effect
	31/12/10		31/12/09			31/12/08
	Thousands of Euros
Available-for-sale financial assets		—		(69	)		3
Cash flow hedges (note 17 (g))		127		1,247			—
		127		1,178			3

The remaining assets and liabilities recognised in 2010, 2009 and 2008 were recognised on the income statement.

The Spanish consolidated companies have deductions pending application at 31 December 2010 and 2009 mainly in respect of research and development, which are detailed below:

					Applicable
Year of Origin	2010		2009		Through
2008		101		417		2023
2009		500		5,575		2024
2010		4,229		—		2025
		4,830		5,992

F-109

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

At 31 December 2010 the Group recognised a tax credit of Euros 4,830 thousand (Euros 5,992 thousand at 31 December 2009) from the deductions pending application, as its future recovery was reasonably assured.

At 31 December 2010 the Group has future tax deductions of Euros 23,685 thousand (Euros 25,806 thousand at 31 December 2009) pending application as a result of goodwill generated on the acquisition of Biomat USA, Inc. This amount will be deducted annually from the taxable profits until 2022, without being limited by the amount of tax payable in any one year. The amount that will be deducted in 2010 at the rate of 30% will be Euros 2,121 thousand. The Group has recognised a deferred tax liability of Euros 14,848 thousand in respect of this item at 31 December 2010 (Euros 12,727 thousand at 31 December 2009).

At 31 December 2010 the Group also has future tax deductions of Euros 9,727 thousand (Euros 10,368 thousand at 31 December 2009) pending application as a result of goodwill generated on the acquisition of Plasmacare, Inc. This amount will be deducted annually from the taxable profits until 2026, without being limited by the amount of tax payable in any one year. The amount deducted in 2010 at the rate of 30% has been Euros 641 thousand. The Group has recognised a deferred tax liability of Euros 3,100 thousand in respect of this item at 31 December 2010 (Euros 2,459 thousand at 31 December 2009).

At 31 December 2010 the Group has recognised loss carryforwards of Euros 1,233 thousand (Euros 88 thousand at 31 December 2009 and Euros 163 at 31 December 2008), of which, Euros 1,187 thousand correspond to the Australian company Woolloomooloo Holdings Pty. Ltd., whilst Euros 46 thousand relate to the US company Grifols USA, LLC.

The Group has not recognised the tax effect of loss carryforwards of Euros 1,231 thousand (Euros 1,117 thousand at 31 December 2009 and Euros 635 thousand at 31 December 2008) from Grifols Portugal as deferred tax assets. The remaining companies do not have significant loss carryforwards which have not been recognised.

c)  Years open to inspection

In accordance with current legislation, taxes cannot be considered definitive until they have been inspected and agreed by the taxation authorities or before the prescribed inspection period has elapsed.

During 2010 the following events arose in relation to the tax inspections performed in Group companies:

•  On 30 June 2010, in relation to the inspection underway on Grifols, S.A., Instituto Grifols, S.A., Laboratorios Grifols, S.A. and Movaco, S.A., the Group has received assessments for income tax, value added tax (VAT), personal income tax and withholding tax on investment income. The total amount settled was Euros 586 thousand and the income tax expense amounts to Euros 1,257 thousand.

•  During 2010 the tax inspection on the income tax, VAT and withholdings for 2006 of Grifols Italia, S.p.A. was concluded, implying no significant payment for the Group.

•  Logística Grifols, S.A. de CV: Tax ruling on the financial statements for 2005 and 2006. Group management does not expect any significant liabilities to arise as a result of this inspection.

•  At 30 June 2010 Grifols, Inc. and subsidiaries received notification of income tax inspection for the years closed 31 December 2006, 2007 and 2008. Due to, among other reasons, differences in the interpretation of prevailing tax legislation, the Group’s directors have set up a provision of Euros 1,860 thousand, which is recognised under “income tax” in the income statement and under “public entities, other” in the balance sheet (see note 23).

•  Grifols Brasil, Lda.: Tax on circulation of goods and services (ICMS) for 2006 to 2010. Group management does not expect that any significant liability will arise from this inspection.

F-110

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

During 2009 the following events arose in relation to the tax inspections:

•  Notification of the completion of the inspection of Biomat USA, Inc., resulting in a favourable conclusion.

During 2008 the following events had arisen in relation to the tax inspections performed in Group companies:

•  Notification of the favourable completion of the inspection of Grifols Deutschland, except for Euros 150 thousand which was taken to profit and loss in 2008.

•  Notification of the favourable completion of the inspection of Grifols, Inc., Grifols Biologicals, Inc., Grifols USA, Inc. and Plasmacare, Inc.

(30)   Operating Leases

(a)  Operating leases (as lessee)

At 31 December 2010 and 2009 the Group leased buildings from third parties under operating leases.

The Group has warehouses and buildings contracted under operating lease. The duration of these lease contracts ranges from between 1 to 30 years. Contracts may be renewed on termination. Lease instalments are adjusted periodically in accordance with the price index established in each contract. One Group company has entered into lease contracts which include contingent rents. These contingent rents have been based on production capacity, surface area used and the real estate market and are expensed on a straight line basis.

Operating lease instalments of Euros 19,272 thousand have been recognised as an expense for the year at 31 December 2010 (Euros 17,364 thousand at 31 December 2009 and 16,583 thousand at 31 December 2008) (see note 27).

Future minimum payments on non-cancellable operating leases at 31 December are as follows:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Maturity:
Up to 1 year		13,769		10,098		9,575
Between 1 and 5 years		31,003		25,943		24,919
More than 5 years		7,856		8,084		7,192
Total future minimum payments		52,628		44,125		41,686

(b)  Operating leases (as lessor)

The Group has a building leased to third parties under an operating lease at 31 December 2010, 2009 and 2008. Future minimum payments receivable under non-cancellable operating leases are as follows:

	31/12/10		31/12/09		31/12/08
	Thousands of Euros
Maturity:
Up to 1 year		64		91		69
Between 1 and 5 years		21		56		50
More than 5 years		—		10		—
Total future minimum payments		85		157		119

F-111

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

This contract does not include contingent rents or purchase options. Income of Euros 96 thousand has been recognised in 2010 (Euros 85 thousand in 2009 and Euros 70 thousand in 2008).

(31)   Other Commitments with Third Parties and Other Contingent Liabilities

(a)  Guarantees

The Group has not extended any security or bank guarantees to third parties.

(b)  Obligations with personnel

As described in note 4 (q) section (i), Spanish companies of the Group are obliged to contribute to a defined contribution pension plan. Contributions made by the Group amounted to Euros 460 thousand in 2010 (Euros 416 thousand at 31 December 2009).

In successive years this contribution will be defined through labour negotiations.

Some foreign subsidiaries of the Group have made contributions of Euros 1,155 thousand to complementary pension schemes (Euros 1,155 thousand at 31 December 2009).

(c)  Judicial procedures and arbitration

Details of legal proceedings in which the Company or Group companies are involved are as follows:

Instituto Grifols, S.A.

•  Litigation was initiated in February 2000. Proceedings have been brought jointly against the Company and another plasma fractioning company.

The claimant (an individual) claimed Euros 542 thousand in damages due to the alleged contraction of HIV and Hepatitis C.

The first instance court in Cadiz fully rejected the claim against Instituto Grifols, S.A. on 25 November 2005.

An appeal was filed, which was rejected by the Cádiz Provincial Court in April 2007, thereby confirming the company’s line of defense. Notification was published on 3 February 2011 that on 19 January 2011 the Spanish High Court had fully rejected the appeal against the Cádiz Provincial Court’s decision to reject the claim against Instituto Grifols, S.A.

•  A claim brought against the Health Board of Castilla y León in February 2005.

The defendant (an individual) claimed Euros 180 thousand in damages due to the alleged contraction of Hepatitis C. The health authorities requested that this claim be extended to include the Company.

Notification was published on 2 February 2011 that this appeal has been rejected on 30 December 2010. This ruling is pending confirmation, unless it is appealed in the Spanish High Court.

•  The Company was notified in 2007 of a claim for maximum damages of Euros 12,960 thousand filed by a group of 100 Catalan haemophiliacs against all plasma fractionation companies. During 2008 this claim was rejected by the Courts, and the ruling appealed by the group of haemophiliacs. Notification was published on 21 January 2011 that on 18 January 2011 the Barcelona Provincial Court had rejected the haemophiliacs’ claim. This ruling is pending confirmation, unless it is appealed in the Spanish High Court.

F-112

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Grifols Biologicals, Inc.

•  Legal proceedings (consent decree) which were brought against the plasma fractioning centre in Los Angeles.

The blood plasma fractioning centre in Los Angeles is managed through consent decree which was applied for in January 1998 to the Courts by the FDA and US Department of Justice as a result of an infringement of FDA regulations committed by the former owner of the centre (Alpha Therapeutic Corporation, hereinafter ATC). As a result of this consent decree, the Los Angeles centre is subject to strict FDA audits and may only sell products manufactured in the centre subsequent to prior authorisation.

The Company cannot guarantee if or when the consent decree will be lifted.

In March 2004 as a result of improvements to the centre made by the Group, the FDA awarded several free sales certificates for the former ATC products manufactured in this centre.

Based on the current level of compliance, there are no commercial activities that are prohibited or limited by the consent decree.

No provision has been made for these legal issues as the Group considers that these will not have a probable adverse impact.

(d)  Long-term materials supply contract

The long-term supply contract for plasma signed by the Group in 2008 was terminated by the Group in 2009 on the grounds of failure by the supplier to meet certain contractual terms. The supplier has not accepted the arguments of the Group and both are presently holding negotiations to settle the dispute in arbitration proceedings, the Directors of the Group being of the opinion that the eventual settlement will not involve any significant additional costs.

(e)  Agreement for the acquisition of Talecris Biotherapeutics Holdings Corp (Talecris)

On 6 June 2010 the Company entered into an agreement to acquire the American company Talecris Biotherapeutics, which also specialises in the production of plasma-derived biological medication, for a total of US Dollars 3,400 million.

This agreement will become effective subject to approval by the Defence of Competition authorities. In the event that this approval is not obtained, the Company will be required to pay US Dollars 375 million as indemnity for the damages caused.

The operation will be performed through a combined offer of cash and Grifols shares which would not carry the right to vote on new share issues.

The offer is made in relation to all Talecris shares and the price offered per share amounts to US Dollars 19 in cash and 0.641 shares in Grifols without the right to vote on new share issues. As a result of the ruling on the claim filed by certain shareholders of Talecris in the State of Delaware against Talecris, Cerburus, Grifols and the Agreement and Plan of Merger, appraisal rights have been granted to those Talecris shareholders who have requested them and Grifols has undertaken to issue 500,000 shares without additional voting rights which will be distributed amongst all of the shareholders of Talecris, except for Talecris Holdings LLC and the directors of Talecris. As a result of this additional share issue, the share exchange equation stands at (a) 0.641 shares without voting rights of Grifols for each Talecris share issued, at the closing date of the transaction, held by Talecris LLC and the directors of Talecris and (b) 0.6485 shares without voting rights of Grifols for each Talecris share issued, at the transaction closing date, held by the remaining shareholders.

F-113

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

On 6 June 2010 and in relation to this potential acquisition, the Company obtained financing commitments from six financial institutions for a total of US Dollars 4,500 million. This financing would be used to cover the cash payment of the acquisition and to refinance the existing debt.

On 23 November 2010 the Company signed loan agreements amounting to US Dollars 3,400 million for the purchase of Talecris. This amount forms part of the US Dollars 4,500 million collateralised on 6 June 2010. Details of this collateralised senior debt are as follows:

•  Non-current syndicated financing with financial institutions: Loan repayable in 5 years totalling US Dollars 1,500 million. Margin of 375 basis points (bp) linked to US Libor and 400 bp linked to Euribor. BB and Ba3 rating.

•  Non-current syndicated financing with institutional investors: 6 year bullet loan (payment of whole principal upon maturity) amounting to US Dollars 1,600 million. Margin of 425 bp linked to US Libor and 450 bp linked to Euribor. BB and Ba3 rating.

•  Senior revolving credit facility amounting to US Dollars 300 million. BB and Ba3 rating.

This debt will be effective once the Talecris purchase transaction has been completed.

(32)   Financial Instruments

Classification

Disclosure of financial instruments by nature and category is as follows:

	31/12/09
					Financial
	Available-for-				Assets/
	Sale Financial		Loans and		(Liabilities) Held			Debts and
	Assets		Receivables		for Trading			Payables
	Thousands of Euros
Non-current financial assets		501		3,230		—			—
Other current financial assets		—		6,547		—			—
Interest-rate swap		—		—		(3,333	)		—
Unquoted futures		—		—		1,670			—
Trade and other receivables				239,204		—			—
Bank loans		—		—		—			(382,566	)
Other financial liabilities		—		—		—			(21,449	)
Bonds and other securities		—		—		—			(423,675	)
Finance lease liabilities		—		—		—			(10,936	)
Trade and other payables		—		—		—			(120,909	)
Other current liabilities		—		—		—			(1,754	)
		501		248,981		(1,663	)		(961,289	)

F-114

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

	31/12/10
					Financial
	Available-for-				Assets/
	Sale Financial		Loans and		(Liabilities) Held			Debts and
	Assets		Receivables		for Trading			Payables
	Thousands of Euros
Non-current financial assets		535		7,000		—			—
Other current financial assets		—		12,946		—			—
Interest-rate swap		—		—		(1,809	)		—
Unquoted futures		—		—		(6,751	)		—
Trade and other receivables		—		259,497		—			—
Bank loans		—		—		—			(392,361	)
Other financial liabilities		—		—		—			(20,150	)
Bonds and other securities		—		—		—			(456,645	)
Finance lease liabilities		—		—		—			(8,014	)
Trade and other payables		—		—		—			(160,678	)
Payables for Group companies		—		—		—			(1,162	)
Other current liabilities		—		—		—			(2,629	)
		535		279,443		(8,560	)		(1,041,639	)

Net losses and gains by financial instrument category

Details are as follows:

Financial assets

	31/12/09
					Available-
	Assets at Fair				for-Sale
	Value through		Loans And		Financial
	Profit or Loss		Receivables		Assets			Total
	Thousands of Euros
Finance income at amortised cost		—		7,067		—			7,067
Change in fair value		2,015		—		—			2,015
Reclassification of equity to profit or loss		—		—		(172	)		(172	)
Net gains/(losses) in profit and loss		2,015		7,067		(172	)		8,910
Change in fair value		—		—		14			14
Net gains in equity		—		—		14			14
Total		2,015		7,067		(158	)		8,924

F-115

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

	31/12/10
					Available-
	Assets at Fair				for-Sale
	Value through		Loans and		Financial
	Profit or Loss		Receivables		Assets		Total
	Thousands of Euros
Finance income at amortised cost		—		4,526		—		4,526
Change in fair value		1,601		—		—		1,601
Net gains in profit and loss		1,601		4,526		—		6,127
Total		1,601		4,526		—		6,127

Financial liabilities

	31/12/09
	Liabilities at
	Fair Value
	through Profit			Debts and			Hedging
	or Loss			Payables			Derivatives			Total
	Thousands of Euros
Finance expenses at amortised cost		—			(27,087	)		—			(27,087	)
Change in fair value		(2,602	)		—			—			(2,602	)
Reclassification of equity to profit or loss		—			—			(50	)		(50	)
Net losses in profit and loss		(2,602	)		(27,087	)		(50	)		(29,739	)
Change in fair value		—			—			1,998			1,998
Net gains in equity		—			—			1,998			1,998
Total		(2,602	)		(27,087	)		1,948			(27,741	)

	31/12/10
	Liabilities at
	Fair Value
	through Profit			Debts and			Hedging
	or Loss			Payables			Derivatives			Total
	Thousands of Euros
Finance expenses at amortised cost		—			(49,660	)		—			(49,660	)
Change in fair value		(9,194	)		—			—			(9,194	)
Reclassification of equity to profit or loss		—			—			(197	)		(197	)
Net losses in profit and loss		(9,194	)		(49,660	)		(197	)		(59,051	)
Total		(9,194	)		(49,660	)		(197	)		(59,051	)

Fair value

The fair value of corporate bonds amounts to Euros 496 million at 31 December 2010. The valuation has been made based on observable market data. The interest rate swap, unquoted futures contract and hedging derivative are also measured at fair value using observable market data. These fair values are level 2 in fair value hierarchy, using other than quoted prices (level 1) that are observable for the assets/liabilities, either directly or indirectly.

The fair value of financial assets and the remaining financial liabilities does not differ significantly from their carrying amount.

F-116

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Financial derivatives

a)  Derivative financial instruments at fair value through profit or loss

Derivative financial instruments that do not meet the hedge accounting requirements are classified and measured as financial assets or financial liabilities at fair value through profit and loss.

The Group recognized the following swaps at 31 December 2009:

			Value at
Derivatives	Par		31/12/09			Maturity
	Thousands of Euros
Interest rate swap		50,000		(3,333	)		26/07/2013
				(note 22	)
Unquoted future		23,221		1,189			30/12/2010
Unquoted future		26,370		481			30/12/2010
		49,591		1,670
				(note 14	)

The Group has recognized the following derivatives at 31 December 2010:

			Value at
Derivatives	Par		31/12/10			Maturity
	Thousands of Euros
Interest rate swap		50,000		(1,809	)		26/07/2013
Unquoted future		23,221		(2,821	)		31/03/2011
Unquoted future		26,370		(3,930	)		31/03/2011
		49,591		(6,751	)
Total				8,560
				(note 22	)

During 2009 the Company contracted two unquoted futures contracts, the notional underlying of which consists of the Company’s shares, with a solvent financial institution. The two contracts have shares 2 million and 2.2 million underlying with an exercise price of Euros 11.6107 and Euros 11.9864, respectively. The contracts were to expire on 30 December 2010, although the Company could terminate them prior to this date. On 30 December 2010 it was agreed to extend the futures contract to 31 March 2011, through a novation without liquidation under the same terms and conditions. The contracts are settled by differences between the market value of the notional underlying and the exercise price.

b)  Bond issue hedging derivative financial instruments

See explanation in note 17 (f).

F-117

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Credit risk

Exposure to credit risk

The carrying amount of financial assets represents the maximum exposure to credit risk. At 31 December 2010 and 2009 the maximum level of exposure to credit risk is as follows:

Carrying Amount	Note		31/12/10		31/12/09
			Thousands of Euros
Non-current financial assets		11		7,535		3,731
Other current financial assets		14		12,946		6,547
Financial derivatives		14		—		1,670
Trade receivables		13		224,355		207,840
Other receivables		13		35,142		31,364
Cash and cash equivalents		16		239,649		249,372
				519,627		500,524

The maximum level of exposure to risk associated with receivables at 31 December 2010 and 2009, by geographical area, is as follows.

Carrying Amount	31/12/10		31/12/09
	Thousands of Euros
Domestic		70,517		70,521
EU countries		46,787		47,755
United States of America		43,833		29,130
United Kingdom		3,423		3,054
Other European countries		3,162		5,454
Other regions		56,633		51,926
		224,355		207,840

Impairment losses

Details of the maturity of trade receivables, net of impairment provisions are as follows:

	31/12/10		31/12/09
	Thousands of Euros
Not due		148,838		120,339
Overdue less than 1 month		21,860		38,278
Overdue from 1 to 4 months		32,729		25,597
Overdue from 4 months to 1 year		14,812		17,357
Overdue more than a year		6,116		6,269
		224,355		207,840

Unimpaired overdue receivables mainly relate to public entities.

F-118

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Movement in the provision for bad debts was as follows:

	31/12/10			31/12/09			31/12/08
	Thousands of Euros
Opening balance		4,038			3,172			3,285
Net provisions for the year		357			712			317
Net cancellations for the year		(796	)		(42	)		(249	)
Translation differences		178			196			(181	)
Closing balance		3,777			4,038			3,172

An analysis of the concentration of credit risk is provided in note 5.

Liquidity risk

Details of the contracted maturity date of financial liabilities, including borrowing costs and excluding the effects of offsetting agreements, are as follows:

			Carrying															More
			Amount at			Contractual			6 Months		6-12			1-2		2-5		Than
Carrying Amount	Note		31/12/09			Flows			or Less		Months			Years		Years		5 Years
			Thousands of Euros
Non-derivative financial liabilities
Bank loans		22		382,566			412,390			88,707		15,087			83,772		177,413		47,411
Other financial liabilities		22		21,449			27,420			6,927		2,582			4,417		10,076		3,418
Bonds and other securities		22		423,675			687,798			27,440		14,317			28,634		85,903		531,504
Finance lease liabilities		22		10,936			11,334			230		4,751			3,294		2,586		473
Suppliers		23		120,909			120,909			120,550		359			—		—		—
Other current liabilities		24		1,754			1,754			1,754		—			—		—		—
Derivative financial liabilities
Interest rate swap		22		3,333			3,333			—		—			—		3,333		—
Unquoted futures		14		(1,670	)		(1,670	)		—		(1,670	)		—		—		—
Total				962,952			1,263,268			245,608		35,426			120,117		279,311		582,806

			Carrying												More
			Amount at		Contractual		6 Months		6-12		1-2		2-5		Than
Carrying Amount	Note		31/12/10		Flows		or Less		Months		Years		Years		5 Years
			Thousands of Euros
Non-derivative financial liabilities
Bank loans		22		392,361		420,168		117,256		66,428		87,986		92,561		55,937
Other financial liabilities		22		20,150		22,361		8,150		2,134		3,467		6,283		2,327
Bonds and other securities		22		456,645		728,893		23,771		15,537		31,073		93,220		565,292
Finance lease liabilities		22		8,014		8,629		2,034		1,505		2,412		2,348		330
Debts with associates		33		1,162		1,162		1,162		—		—		—		—
Suppliers		23		160,678		160,678		160,657		21		—		—		—
Other current liabilities		24		2,629		2,629		2,629		—		—		—		—
Derivative financial liabilities
Interest rate swap		22		1,809		1,809		—		—		—		1,809		—
Unquoted futures		22		6,751		6,751		6,751		—		—		—		—
Total				1,050,199		1,353,080		322,410		85,625		124,938		196,221		623,886

F-119

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Currency risk

The Group’s exposure to currency risk is as follows:

	31/12/09
	EUR (*)			USD (**)
	Thousands of Euros
Trade receivables		1,839			7,308
Loans to Group companies		16,854			—
Trade payables		(252	)		(2,339	)
Payables to Group companies		(10,365	)		(17,946	)
Loans with Group companies		—			(10,431	)
Non-current bank loans		(6,854	)		—
Non-current bonds		(10,000	)		—
Balance sheet exposure		(8,778	)		(23,408	)

(*)	balances in Euros in subsidiaries with USD local currency
(**)	Balances in USD in subsidiaries with Euro local currency

	31/12/10
	EUR (*)			USD (**)
	Thousands of Euros
Trade receivables		67			3,938
Receivables from Group companies		12			—
Loans to Group companies		16,852			—
Cash		415			45
Trade payables		(533	)		(6,200	)
Payables for Group companies		(6,828	)		(21,455	)
Current bank loans		(5,875	)		—
Non-current bank loans		(979	)		(262	)
Non-current bonds		(9,860	)		—
Balance sheet exposure		(6,729	)		(23,934	)

(*)	balances in Euros in subsidiaries with USD local currency
(**)	Balances in USD in subsidiaries with Euro local currency

The most significant exchange rates applied during the years ended 31 December 2010 and 2009 are as follows:

	Average Exchange Rate				Closing Exchange Rate
Euro	2010		2009		31/12/10		31/12/09
USD		1.34		1.38		1.34		1.44

A sensitivity analysis for foreign exchange fluctuations is as follows:

Had the US Dollar strengthened by 10% against the Euro at 31 December 2010, equity would have increased by Euros 34,973 thousand (Euros 35,795 thousand at 31 December 2009) and profit would have decreased by Euros 3,066 thousand (at 31 December 2009 it would have decreased by Euros 1,626 thousand).

F-120

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

This analysis assumes that all other variables are held constant, especially that interest rates remain constant. This analysis has been performed using the same criteria as in 2009.

A 10% weakening of the US Dollar against the Euro at 31 December 2010 and 2009 would have had the opposite effect for the amounts shown above, all other variables being held constant.

Interest-rate risk

Interest-rate profile

To date, the profile of interest on interest-bearing financial instruments is as follows:

	31/12/10			31/12/09
	Thousands of Euros
Fixed-interest financial instruments
Financial assets		19,220			9,674
Financial liabilities		(457,521	)		(423,675	)
		(438,301	)		(414,001	)
Variable-interest financial instruments Financial liabilities		(399,499	)		(393,502	)
		(399,499	)		(393,502	)
		(837,800	)		(807,503	)

Sensitivity analysis

A 100 basis point variation in interest rates at the presentation date of 31 December 2010 would have increased/decreased equity and consolidated profit after income tax by Euros 3,794 thousand. This analysis assumes that all other variables are held constant, especially that exchange rates remain constant.

A 100 basis point variation in interest rates at the presentation date of 31 December 2009 would have increased/decreased equity and consolidated profit after income tax by Euros 4,732 thousand.

(33)   Balances and Transactions with Related Parties

Details of balances with related parties are as follows:

	31/12/10			31/12/09
	Thousands of Euros
Receivables from associates		5			812
Debts with associates		(1,162	)		—
Payables to associates		—			(22	)
Payables to members of the board of directors		(62	)		(121	)
Payables to other related parties		(4,641	)		(3,322	)
		(5,860	)		(2,653	)

Payables are included in suppliers and trade payables (see note 23).

Transactions with related parties

Transactions with related parties have been performed as part of the group’s ordinary trade and have been performed at arm’s length.

F-121

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Group transactions with related parties during 2008 were as follows:

			Key				Board of
			Management		Other Related		Directors of
	Associates		Personnel		Parties		the Company
	Thousands of Euros
Net purchases		125		—		—		—
Other service expenses		—		—		4,981		180
Personnel expenses		—		4.253		—		1,995
		125		4,253		4,981		2,175

Dividends received by the Board of directors of the Company amounted to Euros 2,600 thousand in 2008.

Group transactions with related parties during 2009 were as follows:

				Key		Other		Board of
				Management		Related		Directors of
	Associates			Personnel		Parties		the Company
	Thousands of Euros
Net purchases		86			—		—		—
Net sales		(700	)		—		—		—
Other service expenses		—			—		7,257		240
Personnel expenses		—			5,849		—		2,148
		(614	)		5,849		7,257		2,388

Dividends received by the Board of directors of the Company amounted to Euros 6,152 thousand in 2009.

Group transactions with related parties during 2010 are as follows:

				Key		Other		Board of
				Management		Related		Directors of
	Associates			Personnel		Parties		the Company
	Thousands of Euros
Net purchases		505			—		—		—
Net sales		(14	)		—		—		—
Other service expenses		—			—		12,506		180
Personnel expenses		—			5,839		—		2,066
		491			5,839		12,506		2,246

Dividends received by the Board of directors of the Company amounted to Euros 2,062 thousand in 2010.

“Other service expenses” include costs for professional services with related companies amounting to Euros 7,590 thousand. These costs correspond to those incurred related to the share capital increase and the issuance of debt which is expected to be carried out relating to the acquisition of Talecris (see note 15).

Non-employee board member representing shareholders interests have received no remuneration during 2010, 2009 or 2008.

The Group has not extended any advances or loans to the members of the board of directors or key management personnel nor has it assumed any guarantee commitments on their behalf. It has also not assumed any pension or life insurance obligations on behalf of former or current members of the board of directors or key management personnel.

F-122

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

(34)   Subsequent Events

On 13 January 2011, the Group closed its scheduled issue of High Yield Senior Unsecured Notes for an amount of US Dollars 1,100 million, with a 7 year maturity period and an annual coupon of 8.25%. This issue, together with the already completed syndicated loan for an amount of US Dollars 3,400 million, enabled the Company to obtain US Dollars 4,500 million, the estimated maximum financing requirement for the acquisition of Talecris.

At the extraordinary general shareholders’ meeting held on 25 January 2011, the Company agreed to increase share capital through the issue of 87 million new non-voting shares, which it will use in its acquisition of Talecris. These shares are scheduled to be listed on the NASDAQ Global Market (United States) and the Automated Quotation System (“mercado continuo”) (Spain).

The Group has therefore completed all the tranches of the proposed financing structure to conclude the transaction, which is still pending approval by the U.S. Federal Trade Commission (FTC).

On 5 March 2011 Grifols has extended the deadline for closing the acquisition of Talecris Biotherapeutics Holdings Corp. and the financing and commitments with those extending the financing to 30 June 2011.

(35)   Subsequent Events (2)

Acquisition of Talecris Biotherapeutics Holdings Corp. and subsidiaries

On 2 June 2011 the Group finalized the acquisition of 100% of the share capital of Talecris, which also specialises in the production of plasma-derived biological medication, for a total consideration of Euros 2,593 million (US Dollars 3,736 million).

As described in note 31 e) the operation was performed through a combined offer of cash, and a new issue of Grifols non-voting shares (hereinafter Class B shares).

On 2 May 2011, the Group signed a “Consent Agreement” with the Staff of the Bureau of Competition of the US Federal Trade Commission (FTC) by means of which the conditions for the merger transaction between both companies were agreed.

To satisfy the Consent Agreement conditions, the Group has signed agreements for the sale of assets and entered into certain commercial, lease and manufacturing agreements with the Italian company Kedrion, for up to seven years.

These agreements refer to the following areas:

•  Kedrion and Grifols entered into a contract manufacturing agreement to fractionate and purify Kedrion’s plasma to deliver IVIG and Albumin under Kedrion’s private label, and Factor VIII under the trade name Koate, all of them for sale only in the United States.

•  Grifols is committed to sell to Kedrion the Melville fractionation facility. Grifols lease from Kedrion the Melville fractionation facility being the lease term 3 years with an optional extension of up to 1 year at Grifols request.

•  Grifols transfer to Kedrion all Koate (factor VIII) technology and commercial agreements for the US market. Grifols will produce Koate for Kedrion up to a period of 7 years.

•  Grifols is committed to sell to Kedrion two plasma collection centers. In addition Grifols committed to sell 200.000 liters of source plasma to Kedrion at a fixed price.

•  Grifols authorizes Kedrion to market and sell in the US, IVIG and albumin manufactured by Grifols for Kedrion.

F-123

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

After approval of the acquisition by the FTC, these conditions established in the Consent Agreement have been executed on 3 June 2011.

At the date of publication of these Consolidated Financial Statements, taking into account that the transaction is recent and not all the information necessary to adequately determine the fair value of the assets, liabilities and contingent liabilities, the Group has not made any fair value adjustments to book values of Talecris at acquisitions date, prepared under IFRS. The areas under analysis are mainly tangible and intangible assets, acquired in-process research and development, customer relationships, developed and core technology, intellectual property, patents and trade names and contingent liabilities.

Details of the aggregate business combination cost and provisional fair value of the net assets acquired and provisional goodwill at the acquisition date (or excess of the cost of the business combination over the fair value of identifiable net assets acquired) follows. The values shown in the below table should therefore be considered as provisional amounts.

	Thousands of			Thousands
	Euros			of USD
Cost of business combination (valuation of Class B Shares)		829,799			1,195,574
Cash paid (19 USD per share)		1,763,601			2,540,997
Total cost of business combination		2,593,400			3,736,571
Book value of net assets acquired (provisional)		469,318			676,193
Goodwill (excess of the cost of the business combination over the fair value of identifiable net assets acquired)		2,124,082			3,060,378
		(see note 6	)
Cash paid		1,763,601			2,540,996
Cash and cash equivalents of the acquired company		(149,693	)		(215,678	)
Cash outflow for the acquisition		1,613,908			2,325,319

The fair value of Class B shares has been determined at the average price of the first weeks of quotation price on the stock exchange, being considered as a representative period for determining the fair value as they started quotation on 2 June 2011.

Costs incurred in the acquisition amounting to Euros 55 million have been expensed as incurred (thereof Euros 17 million already incurred in the year 2010).

Goodwill generated in the acquisition is attributed to the workforce, synergies and other expected benefits from the business combination of the assets and activities of the Group.

The acquisition of Talecris will consolidate the Group as the world’s third largest producer of plasma products, significantly expanding its presence in the United States. Among other aspects, it will increase product availability in the market to the benefit of patients, through higher collection capacity and plasma fractionation, as well as with complementary R&D projects.

Sale of Spanish properties and lease back

On 10 May, 2011 the Group sold five properties based in Spain mainly related to non-core assets such as offices and warehouses and a factory premise, by an aggregated amount of Euros 80.4 million to Gridpan Invest, S.L., a company fully owned by Scranton Enterprises, B.V., a related party of Grifols, S.A. Two of the premises were sold together with its related mortgage loans amounting in total to Euros 53.5 million. As a result of the transactions the Group has recognized a net loss of Euros 7.4 million. The prices paid for the properties were established based on the appraisals made by independent appraisers.

F-124

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

At the same time, operating lease agreements for the aforementioned properties were entered into with Gridpan Invest, S.L., the main terms of the agreements being as follows:

•  Compulsory initial term of five years,

•  Initial rent established at market prices and will be reviewed annually, based on the percentage variation in the Spanish Consumer Price Index (CPI),

•  Automatic extensions of five-year periods that can be avoided by both parties by a six month anticipated notice.

•  Upon vacating the premises, the lessor will reimburse Grifols for the remaining value of leasehold improvements Grifols made.

In addition, the Group entered into a free of charge purchase option over the shares of Gridpan Invest, S.L. exercisable between 10 May 2016 and 10 May 2017. The strike price will be at market value at the date of exercise, based on independent appraisers.

The rental expense recognized by the Group for the six months period ended 30 June 2011 in connection with these agreements amounted to Euros 1,084 thousand, which related in full to the minimum contractual payments.

Sale of properties and equipment in the USA and lease back

On 9 June 2011 the Group entered into several agreements for the sale and lease back of a manufacturing building and related equipment to third party companies California Biogrif 330, LP and LA 300 Biologicals Financing, LP respectively. In addition, a lease was entered into for the piece of land on which the building sold is constructed, for a term of 99 years, to the same party. The sales price received for the building amounted to US Dollars 35.4 million (Euros 24.6 million) and the sales price for the equipment US Dollars 23.8 million (Euros 16.5 million).

The lease of the building has been designed as operating, while the lease of the equipment is considered as finance considering the terms of the purchase option. As a result of the sale of the building, the Group has recognized a net loss of US Dollars 2.4 million (Euros 1.3 million) mainly due to the expenses incurred on the transaction.

The main terms of the operating lease agreement over the building are as follows:

•  Compulsory initial term of 20 years.

•  Initial rent has been established at market prices and will be reviewed annually with a 3% increase. On the first day of the sixth year, the remaining rents until year twenty will be paid in advance in a lump sum.

•  Renewal option to extend for a ten-year period at Grifols Group election.

•  Purchase options granted during the sixth year and in year twenty (20) at market value, to be estimated by independent appraisers.

The main terms of the finance lease agreement over the equipment are a compulsory term of five years, and sixty (60) monthly rent instalments of Dollars 529 thousand (Euros 369 thousand). The lease agreement is not renewable and provides for the repurchase of the equipment at the end of the term for $1.

The rental expense recognized by the Group for the six month period ended 30 June 2011 in connection with the operating lease agreement amounted to US Dollars 148 thousand (Euros 103 thousand) , which related in full to the minimum contractual payments.

F-125

GRIFOLS, S.A. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements — (Continued)

Woolloomooloo Holdings Pty Ltd

In August 2011 Grifols acquired the remaining 51% outstanding capital stock of Woolloomooloo Holdings Pty Ltd. the holding company of the Australian-Swiss group, Lateral-Medion, of which the Company had acquired 49% of the capital stock and 100% of the voting rights on March 2009. The total sum paid for the acquisition of the remaining 51% of the capital stock amounts to AUD 12.5 million (Euros 9.5 million).

(36)   Condensed Consolidated Financial Information

The High Yield Senior Unsecured Notes (note 34) were issued by Grifols Inc., which is a wholly-owned subsidiary of Grifols, S.A., and are jointly and severally, irrevocably and fully and unconditionally guaranteed by Grifols, S.A. and certain other of its wholly-owned subsidiaries (“the Guarantors”). Supplemental condensed consolidating financial information is presented in Appendix V comprising the Group’s income statements and cash flow statements, both consolidated, for Fiscal 2010, Fiscal 2009 and Fiscal 2008 and its consolidated balance sheets as at December 31, 2010 and December 31, 2009, showing the amounts attributable to Grifols, S.A., Grifols Inc. and those of its other subsidiaries that were Guarantors as at December 31, 2010 separately from the amounts attributable to those of its subsidiaries that were not Guarantors. The condensed consolidated financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered”, which is included in Appendix V.

The Board of Directors of Grifols, S.A. approved these Consolidated Financial Statements on 4 October 2011.

F-126

APPENDIX I

GRIFOLS, S.A. AND SUBSIDIARIES

OPERATING SEGMENTS

	Bioscience									Hospital								Diagnostics							Raw Materials							Others/Unallocated									Consolidated
	2010			2009			2008			2010			2009			2008		2010		2009			2008		2010		2009		2008			2010			2009			2008			2010			2009			2008
	(Expressed in thousands of Euros)
Revenues		773,372			694,969			617,918			89,552			86,328			82,566		109,088		103,091			85,705		4,815		22,665		22,794			13,903			6,133			5,328			990,730			913,186			814,311
Total revenues		773,372			694,969			617,918			89,552			86,328			82,566		109,088		103,091			85,705		4,815		22,665		22,794			13,903			6,133			5,328			990,730			913,186			814,311
Profit/(Loss) for the segment		306,091			297,584			262,229			7,401			8,374			8,534		6,793		12,136			13,603		2,110		3,850		7,369			7,785			6,133			5,328			330,180			328,077			297,063
Unallocated expense																																	(120,497	)		(101,549	)		(94,102	)		(120,497	)		(101,549	)		(94,102	)
Operating profit																																										209,683			226,528			202,961
Finance income/expenses																																										(51,020	)		(22,585	)		(30,716	)
Share of profit/(loss) of equity accounted investees		(879	)		0			0			0			0			0		0		51			24		0		0		0			0			0			0			(879	)		51			24
Income tax expense																																										(42,517	)		(56,424	)		(50,153	)
Profit for the year after tax																																										115,267			147,570			122,116
Segment assets		1,062,464			994,245			798,843			85,992			68,214			63,660		129,824		82,202			67,087		954		1,312		4,379			0			0			0			1,279,234			1,145,973			933,969
Equity accounted investments		516			0			0			0			0			0		0		383			374		0		0		0			0			0			0			516			383			374
Unallocated assets																																	609,232			510,821			245,896			609,232			510,821			245,896
Total assets																																										1,888,982			1,657,177			1,180,239
Segment liabilities		74,489			79,988			75,120			14,486			12,579			11,909		12,573		10,763			9,066		0		0		0			0			0			0			101,548			103,330			96,095
Unallocated liabilities																																	1,080,044			975,319			602,865			1,080,044			975,319			602,865
Total liabilities																																										1,181,592			1,078,649			698,960
Other information:
Amortisation and depreciation		21,630			21,893			21,644			4,719			3,808			3,725		8,265		5,261			5,000		0		0		67			11,162			8,592			2,820			45,776			39,554			33,256
Expenses that do not require cash payments		(526	)		(2,059	)		(1,744	)		(12	)		(70	)		32		0		(1	)		15		0		0		(7	)		0			(26	)		(275	)		(538	)		(2,156	)		(1,979	)
Additions for the year of property, plant & equipment and intangible assets		65,344			70,702			65,954			13,132			7,524			9,266		15,897		14,067			14,078		0		0		516			11,424			26,477			39,879			105,797			118,770			129,693

This Appendix forms an integral part of note 6 to the consolidated financial statements

F-127

APPENDIX I

GRIFOLS, S.A. AND SUBSIDIARIES

GEOGRAPHICAL INFORMATION

	Spain						European Union						United States						Rest of the World						Consolidated
	2010		2009		2008		2010		2009		2008		2010		2009		2008		2010		2009		2008		2010		2009		2008
	(Expressed in thousands of Euros)
Revenues		227,947		225,759		190,809		204,244		198,832		213,290		339,018		296,659		290,666		219,521		191,936		119,546		990,730		913,186		814,311
Assets by geographic areas		682,473		632,537		532,392		117,706		82,245		96,845		936,030		821,641		502,797		152,773		120,754		48,205		1,888,982		1,657,177		1,180,239
Other information:
Additions for the year of property, plant & equipment and intangible assets		50,319		65,046		93,005		3,972		2,341		999		43,847		43,726		33,475		7,659		7,657		2,214		105,797		118,770		129,693

This Appendix forms an integral part of note 6 to the consolidated financial statements

F-128

APPENDIX II

GRIFOLS, S.A. AND SUBSIDIARIES

Changes in Other Intangible Assets

For the Year Ended 31 December 2010

	Balances at												Translation			Balances at
	31/12/2009			Additions			Transfers			Disposals			Differences			31/12/2010
	(Expressed in thousands of Euros)
Development costs		55,414			6,614			0			(26	)		69			62,071
Concessions, patents, licenses brands & similar		46,259			2,410			847			0			3,227			52,743
Software		28,597			5,455			318			(20	)		352			34,702
Other intangible assets		513			2,121			0			(299	)		10			2,345
Total cost of intangible assets		130,783			16,600			1,165			(345	)		3,658			151,861
Accum. amort. of development costs		(29,427	)		(3,699	)		0			0			(69	)		(33,195	)
Accum. amort of concessions, patents, licenses, brands & similar		(15,526	)		(1,603	)		(845	)		0			(654	)		(18,628	)
Accum. amort. of software		(16,430	)		(4,965	)		1			20			(172	)		(21,546	)
Accum. amort. of other intangible assets		0			(189	)		(4	)		0			0			(193	)
Total accum. amort intangible assets		(61,383	)		(10,456	)		(848	)		20			(895	)		(73,562	)
Impairment of other intangible assets		(15	)		0			0			15			0			0
Carrying amount of intangible assets		69,385			6,144			317			(310	)		2,763			78,299

This appendix forms an integral part of note 8 to the consolidated financial statements

F-129

APPENDIX II

GRIFOLS, S.A. AND SUBSIDIARIES

Changes in Other Intangible Assets

For the Year Ended 31 December 2009

	Balances at						Business									Translation			Balances at
	31/12/2008			Additions			Combinations			Transfers			Disposals			Differences			31/12/2009
	(Expressed in thousands of Euros)
Development costs		47,299			8,146			0			0			0			(31	)		55,414
Concessions, patents, licenses brands & similar		40,461			1			6,525			(5	)		0			(723	)		46,259
Software		22,272			6,700			0			1			(240	)		(136	)		28,597
Other intangible assets		0			508			0			5			0			0			513
Total cost of intangible assets		110,032			15,355			6,525			1			(240	)		(890	)		130,783
Accum. amort. of development costs		(23,878	)		(5,580	)		0			0			0			31			(29,427	)
Accum. amort of concessions, patents, licenses, brands & similar		(14,881	)		(806	)		0			0			0			161			(15,526	)
Accum. amort. of software		(13,517	)		(3,097	)		0			0			132			52			(16,430	)
Total accum. amort intangible assets		(52,276	)		(9,483	)		0			0			132			244			(61,383	)
Impairment of other intangible assets		0			(15	)		0			0			0			0			(15	)
Carrying amount of intangible assets		57,756			5,857			6,525			1			(108	)		(646	)		69,385
								(note 3	)

This appendix forms an integral part of note 8 to the consolidated financial statements

F-130

APPENDIX II

GRIFOLS, S.A. AND SUBSIDIARIES

Changes in Other Intangible Assets

For the Year Ended 31 December 2008

	Balances at												Translation			Balances at
	31/12/2007			Additions			Transfers			Disposals			Differences			31/12/2008
	(Expressed in thousands of Euros)
Intangible assets
Development costs		43,141			5,255			0			(1,146	)		49			47,299
Concessions, patents, licenses brands and similar		40,790			0			0			(1,618	)		1,289			40,461
Software		17,704			4,489			(59	)		(8	)		146			22,272
Total cost of intangible assets		101,635			9,744			(59	)		(2,772	)		1,484			110,032
Accum. amort. of development costs		(18,916	)		(4,634	)		(287	)		0			(41	)		(23,878	)
Accum. amort of concessions, patents, licenses, brands & similar		(14,110	)		(2,322	)		287			1,616			(352	)		(14,881	)
Accum. amort. of software		(11,386	)		(2,124	)		59			10			(76	)		(13,517	)
Total Accum. amort intangible assets		(44,412	)		(9,080	)		59			1,626			(469	)		(52,276	)
Carrying amount of intangible assets		57,223			664			0			(1,146	)		1,015			57,756

This appendix forms an integral part of note 8 to the consolidated financial statements

F-131

APPENDIX III

GRIFOLS, S.A. AND SUBSIDIARIES

Changes in Property, Plant and Equipment

For the Year Ended 31 December 2010

	Balances at												Translation			Balances at
	31/12/09			Additions			Transfers			Disposals			Differences			31/12/10
	(Expressed in thousands of Euros)
Cost:
Land and buildings		142,600			10,594			28,930			(1,085	)		3,703			184,742
Plant and machinery		344,030			35,356			21,857			(8,242	)		12,268			405,269
Under construction		70,781			43,247			(49,694	)		0			1,950			66,284
		557,411			89,197			1,093			(9,327	)		17,921			656,295
Accumulated depreciation:
Buildings		(9,502	)		(1,890	)		(16	)		0			(139	)		(11,547	)
Plant and machinery		(176,204	)		(33,430	)		(1,394	)		6,016			(4,956	)		(209,968	)
		(185,706	)		(35,320	)		(1,410	)		6,016			(5,095	)		(221,515	)
Impairment of other property, plant and equipment		0			(649	)		0			0			0			(649	)
Carrying amount		371,705			53,228			(317	)		(3,311	)		12,826			434,131

This appendix forms an integral part of note 9 to the consolidated financial statements

F-132

APPENDIX III

GRIFOLS, S.A. AND SUBSIDIARIES

Changes in Property, Plant and Equipment

For the Year Ended 31 December 2009

	Balances at						Business									Translation			Balances at
	31/12/08			Additions			Combinations			Transfers			Disposals			Differences			31/12/09
	(Expressed in thousands of Euros)
Cost:
Land and buildings		111,067			9,729			0			22,905			0			(1,101	)		142,600
Plant and machinery		287,761			33,994			2,307			27,784			(5,881	)		(1,935	)		344,030
Under construction		63,620			59,692			0			(50,882	)		(757	)		(892	)		70,781
		462,448			103,415			2,307			(193	)		(6,638	)		(3,928	)		557,411
Accumulated depreciation:
Buildings		(8,049	)		(1,514	)		0			0			0			61			(9,502	)
Plant and machinery		(153,390	)		(28,557	)		0			192			4,942			609			(176,204	)
		(161,439	)		(30,071	)		0			192			4,942			670			(185,706	)
Carrying amount		301,009			73,344			2,307			(1	)		(1,696	)		(3,258	)		371,705
								(note 3	)

This appendix forms an integral part of note 9 to the consolidated financial statements

F-133

APPENDIX III

GRIFOLS, S.A. AND SUBSIDIARIES

Changes in Property, Plant and Equipment

For the Year Ended 31 December 2008

	Balances at						Business									Translation			Balances at
	31/12/07			Additions			Combinations			Transfers			Disposals			Differences			31/12/08
	(Expressed in thousands of Euros)
Cost:
Land and buildings		79,845			29,142			0			641			0			1,439			111,067
Plant and machinery		233,812			35,408			3			22,423			(5,939	)		2,054			287,761
Under construction		30,079			55,399			0			(23,948	)		(128	)		2,218			63,620
		343,736			119,949			3			(884	)		(6,067	)		5,711			462,448
Accumulated depreciation:
Buildings		(6,735	)		(1,234	)		0			(39	)		29			(70	)		(8,049	)
Plant and machinery		(135,669	)		(22,942	)		0			923			5,027			(729	)		(153,390	)
		(142,404	)		(24,176	)		0			884			5,056			(799	)		(161,439	)
Carrying amount		201,332			95,773			3			0			(1,011	)		4,912			301,009
								(note 3	)

This appendix forms an integral part of note 9 to the consolidated financial statements

F-134

APPENDIX IV

GRIFOLS, S.A. AND SUBSIDIARIES

Non-current Loans and Borrowings

For the Year Ended 31 December 2010

										Initial Loan
			Interest	Concession		Maturity		Face		Arrangement			Carrying
Loan	Currency		Rate	Date		Date		Amount		Expenses			Amount
								Thousands of Euros
	(Expressed in thousands of Euros)
Syndicated loan — Club deal		EUR	Euribor + 0,8%		01/05/2008		26/05/2013		350,000		(2,427	)		99,408
Instituto de crédito Oficial		EUR	Euribor + 1%		01/06/2006		26/05/2016		30,000		(210	)		17,955
Caixa Catalunya — Mortgage loan		EUR	Euribor + 0,9%		01/02/2008		01/02/2018		14,000		(294	)		10,115
Banco Santander		EUR	ICO + 1,8%		01/06/2009		01/06/2016		6,000		—			5,400
Caja de Madrid		EUR	Euribor + 1%		05/06/2009		05/06/2016		6,000		—			5,400
Banco Guipuzcoano		EUR	Euribor + 1%		25/03/2010		25/03/2020		8,500		—			8,500
Banco Sabadell		EUR	Euribor + 1%		11/06/2010		30/06/2012		1,465		—			1,413
SCH		EUR	1.75%		13/10/2010		13/10/2017		900		—			876
Ibercaja		EUR	Euribor + 1,99%		30/07/2009		31/07/2016		1,800		—			1,664
Caja de Madrid			Euribor + 2%		09/03/2010		25/03/2020		10,000		—			10,000
SCH			Euribor + 1%		18/11/2010		31/01/2012		169		—			169
BBVA — Mortgage loan		EUR	Euribor + 1,2%		21/10/2008		31/12/2024		45,000		(676	)		39,201
Caixa Catalunya		EUR	ICO + 1,99%		30/07/2009		25/08/2016		1,440		—			1,353
Caixa Galicia		EUR	Euribor + 1%		11/06/2010		25/06/2020		1,180		—			1,003
Banca Toscana		EUR	6 months Euribor + 1%		08/05/2008		30/06/2013		3,000		—			939
Cofides		EUR	6 months Euribor + 0,45%		01/08/2008		20/08/2017		6,854		—			5,875
Cofides		EUR	Euribor + 2%		20/09/2011		20/03/2017		10,745		—			10,177
									497,053		(3,607	)		219,448
Non-current finance lease creditors (see note 22)									—		—			4,734
									497,053		(3,607	)		224,182

This appendix forms an integral part of note 22 to the consolidated financial statements.

F-135

APPENDIX IV

GRIFOLS, S.A. AND SUBSIDIARIES
Non-current Loans and Borrowings
For the Year Ended 31 December 2009

Initial Loan

Interest

Concession

Maturity

Face

Arrangement

Carrying

Loan

Currency

Rate

Date

Date

Amount

Expenses

Amount

Thousands of Euros

(Expressed in thousands of Euros)

Syndicated loan — Club deal

EUR

Euribor + 0,8%

01/05/2008

26/05/2013

350,000

(2,427

)

195,471

Instituto de crédito Oficial

EUR

Euribor + 1%

01/06/2006

26/05/2016

30,000

(210

)

21,933

Caixa Catalunya — Mortgage loan

EUR

Euribor + 0,9%

01/02/2008

01/02/2018

14,000

(294

)

11,733

Banco Santander

EUR

ICO + 1,8%

01/06/2009

01/06/2016

6,000

—

6,000

Caja de Madrid

EUR

Euribor + 1%

05/06/2009

05/06/2016

6,000

—

6,000

Ibercaja

EUR

Euribor + 1,9%

30/07/2009

31/07/2016

1,800

—

1,800

BBVA — Mortgage loan

EUR

Euribor + 1,2%

21/10/2008

31/12/2024

45,000

(676

)

33,649

Caixa Catalunya

EUR

ICO + 1,99%

30/07/2009

25/08/2016

1,440

—

1,440

Banca Toscana

EUR

6 months Euribor + 1%

08/05/2008

30/06/2013

3,000

—

1,552

Cofides

EUR

6 months Euribor + 0,45%

01/08/2008

20/08/2017

6,854

—

6,854

464,094

(3,607

)

286,432

Non-current finance lease creditors (see note 22)

—

—

6,202

464,094

(3,607

)

292,634

This appendix forms an integral part of note 22 to the consolidated financial statements.

F-136

APPENDIX IV

GRIFOLS, S.A. AND SUBSIDIARIES

Non-current Loans and Borrowings

For the Year Ended 31 December 2008

									Initial Loan
		Interest	Concession		Maturity		Face		Arrangement			Carrying
Loan	Currency	Rate	Date		Date		Amount		Expenses			Amount
							Thousands of Euros
	(Expressed in thousands of Euros)
Syndicated loan — Club deal	EUR/USD	Euribor + 0,8%		01/05/2008		26/05/2013		350,000		(1,984	)		225,320
Institut Catalá de Finances	EUR	5.70%		27/01/2005		28/02/2010		6,247		(62	)		312
Instituto de Crédito Oficial	EUR	4.94%		01/06/2006		26/05/2016		30,000		(210	)		25,907
Caixa Catalunya — Mortgage loan	EUR	5.25%		01/02/2008		01/02/2018		14,000		(294	)		13,350
BBVA — Mortgage loan	EUR	6.50%		21/10/2008		31/12/2024		45,000		(676	)		30,463
Banca Toscana	EUR	5.33%		08/05/2008		30/06/2013		3,000		—			2,183
Cofides	EUR	5.61%		01/08/2008		20/08/2017		6,854		—			6,854
								448,247		(3,226	)		304,389
Non-current finance lease creditors (see note 22)								—		—			7,124
								448,247		(3,226	)		311,513

This appendix forms an integral part of note 22 to the consolidated financial statements.

F-137

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
at 31 December 2009

					Guarantor		Non-Guarantor		Consolidating
Assets	Parent		Issuer		Subsidiaries		Subsidiaries		Adjustments			Consolidated
	(Unaudited)
	(Expressed in thousands of euros)
Non-current assets
Intangible assets
Goodwill		0		0		27,165		12,465		134,370			174,000
Other intangible assets		8,111		950		44,251		3,405		12,668			69,385
Total intangible assets		8,111		950		71,416		15,870		147,038			243,385
Property, plant and equipment		94,683		18,508		187,213		72,299		(998	)		371,705
Investments in Subsidiaries		342,810		206,165		16,356		273		(565,604	)		0
Advances and notes between parent and subsidiaries		0		21,748		0		0		(21,748	)		0
Investments in equity accounted investees		0		0		0		0		383			383
Non-current financial assets		650		2,125		727		229		0			3,731
Deferred tax assets		953		1,774		9,218		1,604		19,846			33,395
Total non-current assets		447,207		251,270		284,930		90,275		(421,083	)		652,599
Current assets
Inventories		704		0		495,542		62,006		(73,790	)		484,462
Trade and other receivables
Trade receivables		9,419		182,073		270,117		118,660		(372,429	)		207,840
Other receivables		8,344		51		23,989		7,156		0			39,540
Current income tax assets		4,178		2,139		508		2,476		(1,499	)		7,802
Trade and other receivables		21,940		184,263		294,613		128,292		(373,926	)		255,182
Advances and notes between parent and subsidiaries		222,829		44,522		13,522		21,840		(302,713	)		0
Other current financial assets		1,921		123		1		6,172		0			8,217
Other current assets		2,707		318		3,156		1,164		0			7,345
Cash and cash equivalents		144		237,804		7,191		4,233		0			249,372
Total current assets		250,245		467,030		814,025		223,707		(750,429	)		1,004,578
Total assets		697,452		718,300		1,098,955		313,982		(1,171,512	)		1,657,177

The accompanying note forms an integral part of the consolidated financial statements

F-138

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

at 31 December 2009

							Guarantor			Non-Guarantor			Consolidating
Equity and liabilities	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Unaudited)
	(Expressed in thousands of euros)
Equity
Share capital		106,532			0			21,497			36,080			(57,577	)		106,532
Share premium		121,802			72,932			123,317			5,703			(201,952	)		121,802
Reserves		59,342			193,822			92,666			52,597			(83,524	)		314,903
Own shares		(677	)		0			0			0			0			(677	)
Interim dividend		(31,960	)		0			0			(208	)		208			(31,960	)
Profit for the year attributable to the Parent		72,923			(2,976	)		137,853			26,664			(86,492	)		147,972
Total equity		327,962			263,778			375,333			120,836			(429,337	)		658,572
Cash flow hedges		0			(1,948	)		0			0			0			(1,948	)
Translation differences		0			(44	)		(34,796	)		(478	)		(54,935	)		(90,253	)
Accumulated other comprehensive income		0			(1,992	)		(34,796	)		(478	)		(54,935	)		(92,201	)
Equity attributable to the Parent		327,962			261,786			340,537			120,358			(484,272	)		566,371
Non-controlling interests		0			0			0			86			12,071			12,157
Total equity		327,962			261,786			340,537			120,444			(472,201	)		578,528
Liabilities
Non-current liabilities
Grants		77			174			2,000			60			0			2,311
Provisions		0			0			989			243			0			1,232
Non-current financial liabilities
Loans and borrowings, bonds and other marketable securities		236,733			410,550			21,577			34,327			0			703,187
Advances and notes between parent and subsidiaries		16,854			0			0			7,089			(23,943	)		0
Other financial liabilities		367			0			11,565			620			0			12,552
Total non-current financial liabilities		253,954			410,550			33,142			42,036			(23,943	)		715,739
Deferred tax liabilities		11,231			1,349			44,503			4,172			(931	)		60,324
Total non-current liabilities		265,262			412,073			80,634			46,511			(24,874	)		779,606
Current liabilities
Provisions		291			0			30			4,381			0			4,702
Current financial liabilities
Loans and borrowings, bonds and other marketable securities		35,579			6,907			42,988			28,517			0			113,991
Advances and notes between parent and subsidiaries		43,768			0			234,177			22,576			(300,521	)		0
Other financial liabilities		3,594			0			7,496			1,140			0			12,230
Total current financial liabilities		82,941			6,907			284,661			52,233			(300,521	)		126,221
Debts with associates		0			0			0			0			0			0
Trade and other payables
Suppliers		10,583			35,919			371,086			75,744			(372,423	)		120,909
Other payables		7,464			8			7,116			3,244			0			17,832
Current income tax liabilities		0			0			946			3,805			(1,493	)		3,258
Total trade and other payables		18,047			35,927			379,148			82,793			(373,916	)		141,999
Other current liabilities		2,949			1,607			13,945			7,620			0			26,121
Total current liabilities		104,228			44,441			677,784			147,027			(674,437	)		299,043
Total liabilities		369,490			456,514			758,418			193,538			(699,311	)		1,078,649
Total equity and liabilities		697,452			718,300			1,098,955			313,982			(1,171,512	)		1,657,177

The accompanying note forms an integral part of the consolidated financial statements

F-139

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

at 31 December 2010

						Guarantor		Non-Guarantor		Consolidating
Assets	Parent		Issuer			Subsidiaries		Subsidiaries		Adjustments			Consolidated
	(Expressed in thousands of Euros)
Non-current assets
Intangible assets
Goodwill		0		0			29,895		15,123		144,430			189,448
Other intangible assets		5,731		3,162			49,120		4,725		15,561			78,299
Total intangible assets		5,731		3,162			79,015		19,848		159,991			267,747
Property, plant and equipment		95,452		28,150			231,728		78,801		0			434,131
Investments in Subsidiaries		345,025		222,273			2,532		938		(570,768	)		0
Advances and notes between parent and subsidiaries		0		21,005			0		0		(21,005	)		0
Investments in equity accounted investees		0		0			0		0		598			598
Non-current financial assets		709		5,804			734		288		0			7,535
Deferred tax assets		1,091		2,076			9,534		2,932		19,256			34,889
Total non-current assets		448,008		282,470			323,543		102,807		(411,928	)		744,900
Current assets
Inventories		796		0			538,311		59,401		(70,643	)		527,865
Trade and other receivables
Trade receivables		8,946		11,561			209,758		100,719		(106,629	)		224,355
Other receivables		3,157		201			27,612		11,971		1,091			44,032
Current income tax assets		6,168		6,071			297		2,071		0			14,607
Trade and other receivables		18,271		17,833			237,667		114,761		(105,538	)		282,994
Advances and notes between parent and subsidiaries		238,262		(1,311	)		14,699		22,860		(274,510	)		0
Other current financial assets		267		224			8		12,447		0			12,946
Other current assets		13,460		60,568			5,150		1,450		0			80,628
Cash and cash equivalents		25		227,456			1,444		10,724		0			239,649
Total current assets		271,081		304,770			797,279		221,643		(450,691	)		1,144,082
Total assets		719,089		587,240			1,120,822		324,450		(862,619	)		1,888,982

The accompanying note forms an integral part of the consolidated financial statements

F-140

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

at 31 December 2010

							Guarantor			Non-Guarantor			Consolidating
Equity and Liabilities	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Equity
Share capital		106,532			0			21,497			36,340			(57,837	)		106,532
Share premium		121,802			72,932			106,854			5,703			(185,489	)		121,802
Reserves		73,076			190,844			175,221			59,636			(95,173	)		403,604
Own shares		(1,927	)		0			0			0			0			(1,927	)
Interim dividend		0			0			0			(152	)		152			0
Profit for the year attributable to the Parent		63,226			(10,726	)		112,853			23,906			(73,746	)		115,513
Total equity		362,709			253,050			416,425			125,433			(412,093	)		745,524
Cash flow hedges		0			(1,751	)		0			0			0			(1,751	)
Translation differences		0			20,449			(18,344	)		11,123			(63,961	)		(50,733	)
Accumulated other comprehensive income		0			18,698			(18,344	)		11,123			(63,961	)		(52,484	)
Equity attributable to the Parent		362,709			271,748			398,081			136,556			(476,054	)		693,040
Non-controlling interests		0			0			0			0			14,350			14,350
Total equity		362,709			271,748			398,081			136,556			(461,704	)		707,390
Liabilities
Non-current liabilities
Grants		142			187			1,683			76			0			2,088
Provisions		0			0			1,127			251			0			1,378
Non-current financial liabilities
Loans and borrowings, bonds and other marketable securities		133,982			441,203			40,350			49,695			155			665,385
Advances and notes between parent and subsidiaries		15,875			0			0			5,130			(21,005	)		0
Other financial liabilities		200			0			9,596			678			0			10,474
Total non-current financial liabilities		150,057			441,203			49,946			55,503			(20,850	)		675,859
Deferred tax liabilities		11,907			2,860			62,718			1,519			137			79,141
Total non-current liabilities		162,106			444,250			115,474			57,349			(20,713	)		758,466
Current liabilities
Provisions		257			0			30			4,078			0			4,365
Current financial liabilities
Loans and borrowings, bonds and
other marketable securities		103,131			7,364			41,433			39,862			(155	)		191,635
Advances and notes between parent and subsidiaries		42,863			(162,772	)		385,947			9,017			(275,055	)		0
Other financial liabilities		8,830			0			9,316			90			0			18,236
Total current financial liabilities		154,824			(155,408	)		436,696			48,969			(275,210	)		209,871
Debts with associates		1,162			0			0			0			0			1,162
Trade and other payables
Suppliers		33,426			24,766			146,861			60,617			(104,992	)		160,678
Other payables		1,141			12			5,288			3,627			1,860			11,928
Current income tax liabilities		0			0			2,369			3,663			(1,860	)		4,172
Total trade and other payables		34,567			24,778			154,518			67,907			(104,992	)		176,778
Other current liabilities		3,464			1,872			16,023			9,591			0			30,950
Total current liabilities		194,274			(128,758	)		607,267			130,545			(380,202	)		423,126
Total liabilities		356,380			315,492			722,741			187,894			(400,915	)		1,181,592
Total equity and liabilities		719,089			587,240			1,120,822			324,450			(862,619	)		1,888,982

The accompanying note forms an integral part of the consolidated financial statements

F-141

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Income Statements

for the year ended 31 December 2008

							Guarantor			Non-Guarantor			Consolidating
Profit and Loss	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Revenues		54,725			17,424			1,211,130			320,481			(789,449	)		814,311
Changes in inventories of finished goods and work in progress		0			0			64,328			482			(33,752	)		31,058
Self-constructed non-current assets		1,731			0			9,823			2,395			11,845			25,794
Supplies		(288	)		0			(670,916	)		(177,875	)		642,341			(206,738	)
Other operating income		68			0			1,171			50			0			1,289
Personnel expenses		(20,483	)		(8,708	)		(162,901	)		(46,067	)		0			(238,159	)
Other operating expenses		(31,786	)		(8,305	)		(243,732	)		(53,113	)		144,648			(192,288	)
Amortisation and depreciation		(4,245	)		(497	)		(24,178	)		(4,270	)		(66	)		(33,256	)
Non-financial and other capital grants		0			0			2,941			0			0			2,941
Impairment and net losses on disposal of fixed assets		(31	)		0			(1,960	)		0			0			(1,991	)
Results from operating activities		(309	)		(86	)		185,706			42,083			(24,433	)		202,961
Finance income		11,184			1			2,411			1,151			(12,065	)		2,682
Dividends		72,172			25,035			10,382			48			(107,637	)		0
Finance expense		(18,626	)		(1,892	)		(18,443	)		(2,597	)		12,253			(29,305	)
Change in fair value of financial instruments		(1,195	)		0			(73	)		0			0			(1,268	)
Exchange gains/(losses)		(1,335	)		752			2,395			(4,637	)		0			(2,825	)
Net Finance expense		62,200			23,896			(3,328	)		(6,035	)		(107,449	)		(30,716	)
Share of profit/(loss) of equity accounted investees		0			0			0			0			24			24
Profit before income tax from continuing operations		61,891			23,810			182,378			36,048			(131,858	)		172,269
Income tax expense		2,755			448			(50,673	)		(10,295	)		7,612			(50,153	)
Profit after income tax from continuing operations		64,646			24,258			131,705			25,753			(124,246	)		122,116
Consolidated profit for the year		64,646			24,258			131,705			25,753			(124,246	)		122,116
Profit attributable to equity holders of the Parent		64,646			24,258			131,705			25,753			(124,634	)		121,728
Profit/(loss) attributable to non-controlling interests		0			0			0			0			388			388

The accompanying note forms an integral part of the consolidated financial statements

F-142

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Income Statements

for the year ended 31 December 2009

							Guarantor			Non-Guarantor			Consolidating
Profit and Loss	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Revenues		64,981			19,074			1,367,208			373,372			(911,449	)		913,186
Changes in inventories of finished goods and work in progress		0			0			103,193			989			(31,089	)		73,093
Self-constructed non-current assets		2,406			571			11,605			6,973			19,587			41,142
Supplies		(449	)		0			(809,640	)		(215,708	)		739,523			(286,274	)
Other operating income		59			0			678			706			0			1,443
Personnel expenses		(23,337	)		(12,781	)		(181,298	)		(55,763	)		11			(273,168	)
Other operating expenses		(31,633	)		(5,727	)		(258,789	)		(67,898	)		160,666			(203,381	)
Amortisation and depreciation		(5,659	)		(850	)		(27,319	)		(5,726	)		0			(39,554	)
Non-financial and other capital grants		431			0			637			120			0			1,188
Impairment and net losses on disposal of fixed assets		(148	)		(2	)		(843	)		(154	)		0			(1,147	)
Results from operating activities		6,651			285			205,432			36,911			(22,751	)		226,528
Finance income		9,395			6,054			3,699			1,384			(13,465	)		7,067
Dividends		72,226			0			0			165			(72,391	)		0
Finance expense		(10,660	)		(10,267	)		(16,787	)		(3,762	)		14,389			(27,087	)
Change in fair value of financial instruments		(979	)		0			146			0			246			(587	)
Gains/(losses) on disposal of financial instruments		0			0			(1,482	)		0			1,237			(245	)
Exchange gains/(losses)		(723	)		(858	)		(242	)		90			0			(1,733	)
Net Finance expense		69,259			(5,071	)		(14,666	)		(2,123	)		(69,984	)		(22,585	)
Share of profit/(loss) of equity accounted investees		0			0			0			0			51			51
Profit before income tax from continuing operations		75,910			(4,786	)		190,766			34,788			(92,684	)		203,994
Income tax expense		(2,987	)		1,810			(52,913	)		(8,124	)		5,790			(56,424	)
Profit after income tax from continuing operations		72,923			(2,976	)		137,853			26,664			(86,894	)		147,570
Consolidated profit for the year		72,923			(2,976	)		137,853			26,664			(86,894	)		147,570
Profit attributable to equity holders of the Parent		72,923			(2,976	)		137,853			26,664			(86,492	)		147,972
Profit/(loss) attributable to non-controlling interests		0			0			0			0			(402	)		(402	)

The accompanying note forms an integral part of the consolidated financial statements

F-143

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Income Statements

for the year ended 31 December 2010

							Guarantor			Non-Guarantor			Consolidating
Profit and Loss	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Revenues		66,966			21,313			1,351,397			428,832			(877,778	)		990,730
Changes in inventories of finished goods and work in progress		0			0			25,189			(1,872	)		22,432			45,749
Self-constructed non-current assets		580			1,208			10,165			2,672			18,888			33,513
Supplies		(464	)		0			(732,316	)		(247,988	)		673,909			(306,859	)
Other operating income		93			0			1,014			89			0			1,196
Personnel expenses		(23,931	)		(13,651	)		(189,100	)		(62,326	)		0			(289,008	)
Other operating expenses		(43,753	)		(7,417	)		(260,686	)		(77,041	)		168,679			(220,218	)
Amortisation and depreciation		(7,384	)		(992	)		(28,623	)		(8,222	)		(555	)		(45,776	)
Non-financial and other capital grants		259			0			470			(1	)		0			728
Impairment and net losses on disposal of fixed assets		(2	)		(139	)		(756	)		(578	)		1,103			(372	)
Results from operating activities		(7,636	)		322			176,754			33,565			6,678			209,683
Finance income		4,054			15,172			2,856			1,243			(18,799	)		4,526
Dividends		76,491			0			0			160			(76,651	)		0
Finance expense		(8,124	)		(32,274	)		(22,759	)		(5,304	)		18,801			(49,660	)
Change in fair value of financial instruments		(7,670	)		0			0			77			0			(7,593	)
Gains/ (losses) on disposal of financial instruments		0			0			1,573			(879	)		(603	)		91
Exchange gains/(losses)		75			(455	)		(389	)		2,385			0			1,616
Net Finance expense		64,826			(17,557	)		(18,719	)		(2,318	)		(77,252	)		(51,020	)
Share of profit/(loss) of equity accounted investees		0			0			0			0			(879	)		(879	)
Profit before income tax from continuing operations		57,190			(17,235	)		158,035			31,247			(71,453	)		157,784
Income tax expense		6,036			6,509			(45,182	)		(7,445	)		(2,435	)		(42,517	)
Profit after income tax from continuing operations		63,226			(10,726	)		112,853			23,802			(73,888	)		115,267
Consolidated profit for the year		63,226			(10,726	)		112,853			23,802			(73,888	)		115,267
Profit attributable to equity holders of the Parent		63,226			(10,726	)		112,853			23,906			(73,746	)		115,513
Profit/(loss) attributable to non-controlling interests		0			0			0			(104	)		(142	)		(246	)

The accompanying note forms an integral part of the consolidated financial statements

F-144

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

for the year ended 31 December 2008

							Guarantor			Non-Guarantor			Consolidating
	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Cash flows from/(used in) operating activities
Profit before income tax		61,891			23,810			182,378			36,048			(131,858	)		172,269
Adjustments for:		(56,619	)		(16,796	)		35,898			13,009			90,542			66,034
Amortisation and depreciation		4,245			497			24,178			4,270			66			33,256
Other adjustments:		(60,864	)		(17,293	)		11,720			8,739			90,476			32,778
(Profit)/losses on equity accounted investments		0			0			0			0			(24	)		(24	)
Exchange differences		1,335			(752	)		(2,395	)		4,637			0			2,825
Impairment of assets and net provision charges		0			0			1,800			194			0			1,994
(Profits)/losses on disposal of fixed assets		31			0			1,960			10			0			2,001
Government grants taken to income		0			0			(2,941	)		(2	)		0			(2,943	)
Net finance expense		(62,437	)		(23,139	)		4,416			1,587			107,464			27,891
Other adjustments		207			6,598			8,880			2,313			(16,964	)		1,034
Change in operating assets and liabilities		(112,558	)		(138,087	)		(15,842	)		(4,178	)		184,115			(86,550	)
Change in inventories		(117	)		0			(120,261	)		(18,933	)		40,791			(98,520	)
Change in trade and other receivables		4,579			(133,431	)		36,498			(12,003	)		96,406			(7,951	)
Change in current financial assets and other current assets		(123,479	)		27,683			(49,701	)		2,913			142,989			405
Change in current trade and other payables		6,459			(32,339	)		117,622			23,845			(96,071	)		19,516
Other cash flows used in operating activities		66,654			22,420			(40,647	)		(18,107	)		(107,630	)		(77,310	)
Interest paid		(17,206	)		(1,818	)		(16,641	)		(1,478	)		11,171			(25,972	)
Interest received		11,171			0			2,213			0			(11,171	)		2,213
Dividends received		72,172			25,035			10,382			41			(107,630	)		0
Income tax paid		517			(797	)		(36,601	)		(16,670	)		0			(53,551	)
Net cash from operating activities		(40,632	)		(108,653	)		161,787			26,772			35,169			74,443
Cash flows from/(used in) investing activities
Payments for investments		(36,693	)		(8,282	)		(48,123	)		(39,752	)		1,927			(130,923	)
Group companies and business units		(1,927	)		0			(632	)		0			1,927			(632	)
Property, plant and equipment and intangible assets		(34,212	)		(8,250	)		(47,434	)		(39,672	)		0			(129,568	)
Other financial assets		(554	)		(32	)		(57	)		(80	)		0			(723	)
Proceeds from the sale of investments		1,740			0			(6	)		102			(1,679	)		157
Property, plant and equipment		61			0			(6	)		102			0			157
Other financial assets		0			0			0			0			0			0
Associates		1,679			0			0			0			(1,679	)		0
Net cash used in investing activities		(34,953	)		(8,282	)		(48,129	)		(39,650	)		248			(130,766	)
Cash flows from/(used in) financing activities
Proceeds from and payments for equity instruments		(4,212	)		41,179			(1,619	)		1,926			(41,486	)		(4,212	)
Issue		0			41,179			(1,619	)		1,926			(41,486	)		0
Acquisition of own shares		(4,880	)		0			0			0			0			(4,880	)
Disposal of treasury shares		668			0			0			0			0			668
Proceeds from and payments for financial liability instruments		114,565			76,084			(29,551	)		38,775			(103,524	)		96,349
Issue		306,325			27,058			21,262			39,223			241			394,109
Redemption and repayment		(250,641	)		0			(41,516	)		(5,603	)		0			(297,760	)
Debts with group companies		58,881			49,026			(9,297	)		5,155			(103,765	)		0
Dividends and interest on other equity instruments paid		(34,767	)		0			(81,473	)		(28,141	)		109,589			(34,792	)
Other cash flows from financing activities		0			0			0			0			0			0
Other amounts received from financing activities		0			0			0			0			0			0
Net cash from/(used in) financing activities		75,586			117,263			(112,643	)		12,560			(35,421	)		57,345
Effect of exchange rate fluctuations on cash		0			(18	)		(90	)		(236	)		0			(344	)
Net increase/(decrease) in cash and cash equivalents		1			310			925			(554	)		(4	)		678
Cash and cash equivalents at beginning of the year		72			(310	)		991			4,938			0			5,691
Cash and cash equivalents at end of year		73			0			1,916			4,384			(5	)		6,368

The accompanying note forms an integral part of the consolidated financial statements

F-145

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

for the year ended 31 December 2009

							Guarantor			Non-Guarantor			Consolidating
	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Cash flows from/(used in) operating activities
Profit before income tax		75,910			(4,786	)		190,766			34,788			(92,684	)		203,994
Adjustments for:		(64,395	)		6,960			34,101			15,848			69,287			61,800
Amortisation and depreciation		5,659			850			27,319			5,726			0			39,554
Other adjustments:		(70,054	)		6,110			6,782			10,122			69,287			22,246
(Profit) /losses on equity accounted investments		0			0			0			0			(51	)		(51	)
Exchange differences		723			858			242			(90	)		(0	)		1,733
Impairment of assets and net provision charges		15			0			(378	)		857			(441	)		53
(Profits) / losses on disposal of fixed assets		148			2			843			154			0			1,147
Government grants taken to income		(431	)		0			(637	)		(120	)		0			(1,188	)
Net finance expense		(71,094	)		9,104			2,801			7,650			69,091			17,552
Other adjustments		585			(3,854	)		3,911			1,671			688			3,001
Change in operating assets and liabilities		64,484			(70,131	)		(42,265	)		(21,021	)		(35,195	)		(104,127	)
Change in inventories		31			0			(119,451	)		(14,745	)		21,061			(113,104	)
Change in trade and other receivables		14,276			(44,627	)		(71,598	)		(20,188	)		109,587			(12,549	)
Change in current financial assets and other current assets		57,822			(52,577	)		57,541			(6,128	)		(57,945	)		(1,287	)
Change in current trade and other payables		(7,645	)		27,073			91,243			20,040			(107,898	)		22,813
Other cash flows used in operating activities		51,198			(1,187	)		(39,676	)		(11,597	)		(72,225	)		(73,487	)
Interest paid		(9,889	)		(2,362	)		(2,265	)		(7,135	)		6,932			(14,719	)
Interest received		6,932			0			2,256			253			(6,932	)		2,509
Dividends received		72,226			0			0			0			(72,226	)		0
Income tax paid		(18,070	)		1,175			(39,667	)		(4,715	)		0			(61,277	)
Net cash from operating activities		127,197			(69,144	)		142,926			18,018			(130,817	)		88,180
Cash flows from/(used in) investing activities
Payments for investments		(45,238	)		(6,092	)		(72,920	)		(19,379	)		7,003			(136,626	)
Group companies and business units		(32,497	)		0			0			10,109			7,003			(15,385	)
Property, plant and equipment and intangible assets		(12,490	)		(4,081	)		(72,770	)		(29,429	)		(0	)		(118,770	)
Other financial assets		(251	)		(2,011	)		(150	)		(59	)		(0	)		(2,471	)
Proceeds from the sale of investments		39			(1	)		182			453			(0	)		673
Property, plant and equipment		39			(1	)		182			453			0			673
Other financial assets		0			0			0			0			(0	)		0
Associates (note 2 (c))		0			0			0			0			0			0
Net cash used in investing activities		(45,199	)		(6,093	)		(72,738	)		(18,926	)		7,003			(135,953	)
Cash flows from/(used in) financing activities
Proceeds from and payments for equity instruments		26,730			0			6,923			60			(7,058	)		26,655
Issue		0			0			6,923			60			(7,059	)		(76	)
Acquisition of own shares		(25,186	)		0			0			0			0			(25,186	)
Disposal of treasury shares		51,917			0			0			0			0			51,917
Proceeds from and payments for financial liability instruments		(28,061	)		318,419			(14,808	)		10,136			58,727			344,413
Issue		78,933			406,807			22,614			16,724			(0	)		525,078
Redemption and repayment		(95,331	)		(39,510	)		(34,533	)		(11,291	)		0			(180,665	)
Debts with group companies		(11,662	)		(48,878	)		(2,889	)		4,703			58,726			0
Dividends and interest on other equity instruments paid		(80,651	)		(5,552	)		(57,404	)		(9,456	)		72,150			(80,913	)
Other cash flows from financing activities		54			174			431			82			0			741
Other amounts received from financing activities		54			174			431			82			0			741
Net cash from/(used in) financing activities		(81,928	)		313,041			(64,858	)		822			123,818			290,896
Effect of exchange rate fluctuations on cash		0			0			(54	)		(65	)		0			(119	)
Net increase / (decrease) in cash and cash equivalents		71			237,804			5,276			(151	)		4			243,004
Cash and cash equivalents at beginning of the year		73			0			1,915			4,384			(4	)		6,368
Cash and cash equivalents at end of year		144			237,804			7,191			4,233			0			249,372

The accompanying note forms an integral part of the consolidated financial statements

F-146

APPENDIX V

GRIFOLS, S.A. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

for the year ended 31 December 2010

							Guarantor			Non-Guarantor			Consolidating
	Parent			Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
	(Expressed in thousands of Euros)
Cash flows from/(used in) operating activities
Profit before income tax		57,190			(17,235	)		158,035			31,247			(71,453	)		157,784
Adjustments for:		(59,557	)		49,580			23,077			6,508			72,743			92,351
Amortisation and depreciation		7,384			992			28,623			8,222			555			45,776
Other adjustments:		(66,941	)		48,588			(5,546	)		(1,714	)		72,188			46,575
(Profit)/losses on equity accounted investments		0			0			0			0			879			879
Exchange differences		(75	)		455			389			(2,385	)		0			(1,616	)
Impairment of assets and net provision charges		(1,097	)		0			(160	)		518			1,652			913
(Profits)/losses on disposal of fixed assets		2			139			756			578			(1,751	)		(276	)
Government grants taken to income		(259	)		0			(470	)		1			0			(728	)
Net finance expense		(65,578	)		30,875			2,513			2,731			76,901			47,442
Other adjustments		66			17,119			(8,574	)		(3,157	)		(5,493	)		(39	)
Change in operating assets and liabilities		2,233			145,612			(199,272	)		7,902			(35,242	)		(78,767	)
Change in inventories		(92	)		0			(23,919	)		8,854			(3,149	)		(18,306	)
Change in trade and other receivables		4,915			170,362			54,428			13,110			(266,361	)		(23,546	)
Change in current financial assets and other current assets		(20,490	)		(13,649	)		(2,979	)		(1,263	)		(34,641	)		(73,022	)
Change in current trade and other payables		17,900			(11,101	)		(226,802	)		(12,799	)		268,909			36,107
Other cash flows used in operating activities		77,492			(26,404	)		(28,009	)		(13,704	)		(76,491	)		(67,116	)
Interest paid		(5,891	)		(31,361	)		(4,404	)		(2,525	)		4,052			(40,129	)
Interest received		4,052			1,110			4,326			0			(4,052	)		5,436
Dividends received		76,491			0			0			0			(76,491	)		0
Income tax paid		2,840			3,847			(27,931	)		(11,179	)		0			(32,423	)
Net cash from operating activities		77,358			151,553			(46,169	)		31,953			(110,443	)		104,252
Cash flows from/(used in) investing activities
Payments for investments		(7,854	)		(16,042	)		(67,863	)		(19,020	)		2,191			(108,588	)
Group companies and business units		(8	)		0			(884	)		(1,523	)		941			(1,474	)
Property, plant and equipment and intangible assets		(7,788	)		(12,405	)		(67,006	)		(17,453	)		1,250			(103,402	)
Other financial assets		(58	)		(3,637	)		27			(44	)		0			(3,712	)
Proceeds from the sale of investments		109			946			(2,169	)		5,555			91			4,532
Property, plant and equipment		109			946			(1,289	)		4,054			91			3,911
Other financial assets		0			0			(880	)		1,501			0			621
Associates		0			0			0			0			0			0
Net cash used in investing activities		(7,745	)		(15,096	)		(70,032	)		(13,465	)		2,282			(104,056	)
Cash flows from/(used in) financing activities
Proceeds from and payments for equity instruments		(1,250	)		0			0			890			(890	)		(1,250	)
Issue		0			0			0			890			(890	)		0
Acquisition of own shares		(1,250	)		0			0			0			0			(1,250	)
Disposal of treasury shares		0			0			0			0			0			0
Proceeds from and payments for financial liability instruments		(41,495	)		(165,388	)		165,287			8,437			32,093			(1,066	)
Issue		63,226			(2,616	)		30,546			27,082			0			118,238
Redemption and repayment		(99,505	)		0			(16,672	)		(3,127	)		0			(119,304	)
Debts with group companies		(5,216	)		(162,772	)		151,413			(15,518	)		32,093			0
Dividends and interest on other equity instruments paid		(27,229	)		0			(55,298	)		(21,713	)		76,958			(27,282	)
Other cash flows from financing activities		242			0			56			25			0			323
Other amounts received from financing activities		242			0			81			0			0			323
Net cash from/(used in) financing activities		(69,732	)		(165,388	)		110,045			(12,361	)		108,161			(29,275	)
Effect of exchange rate fluctuations on cash		0			18,583			409			364			0			19,356
Net increase/(decrease) in cash and cash equivalents		(119	)		(10,348	)		(5,747	)		6,491			0			(9,723	)
Cash and cash equivalents at beginning of the year		144			237,804			7,191			4,233			0			249,372
Cash and cash equivalents at end of year		25			227,456			1,444			10,724			0			239,649

The accompanying note forms an integral part of the consolidated financial statements

F-147

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Talecris Biotherapeutics Holdings Corp:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Talecris Biotherapeutics Holdings Corp. and its subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Raleigh, North Carolina

February 23, 2011

F-148

Talecris Biotherapeutics Holdings Corp.

Consolidated Balance Sheets

	December 31,
	2010			2009
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	197,876		$	65,239
Accounts receivable, net of allowances of $3,253 and $3,461, respectively		134,842			136,978
Inventories		694,499			644,054
Deferred income taxes		96,593			88,652
Prepaid expenses and other		29,662			31,466
Total current assets		1,153,472			966,389
Property, plant, and equipment, net		382,793			267,199
Investment in affiliate		2,926			1,935
Intangible assets		10,880			10,880
Goodwill		172,860			172,860
Deferred income taxes		—			5,848
Other		15,522			19,894
Total assets	$	1,738,453		$	1,445,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	59,975		$	71,046
Accrued expenses and other liabilities		251,726			170,533
Current portion of capital lease obligations		860			740
Total current liabilities		312,561			242,319
Long-term debt and capital lease obligations		605,301			605,267
Deferred income taxes		14,432			—
Other		11,795			15,265
Total liabilities		944,089			862,851
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.01 par value; 400,000,000 shares authorized; 125,577,877 and 122,173,274 shares issued and outstanding, respectively		1,253			1,212
Additional paid-in capital		813,783			767,032
Accumulated deficit		(20,378	)		(186,446	)
Accumulated other comprehensive (loss) income, net of tax		(294	)		356
Total stockholders’ equity		794,364			582,154
Total liabilities and stockholders’ equity	$	1,738,453		$	1,445,005

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-149

Talecris Biotherapeutics Holdings Corp.

Consolidated Income Statements

	Years Ended December 31,
	2010			2009			2008
	(In thousands, except per share amounts)
Net revenue:
Product	$	1,576,936		$	1,507,754		$	1,334,550
Other		24,683			25,455			39,742
Total		1,601,619			1,533,209			1,374,292
Cost of goods sold		911,976			901,077			882,157
Gross profit		689,643			632,132			492,135
Operating expenses:
Selling, general, and administrative		287,011			289,929			227,524
Research and development		69,649			71,223			66,006
Total		356,660			361,152			293,530
Income from operations		332,983			270,980			198,605
Other non-operating (expense) income
Interest expense, net		(45,837	)		(74,491	)		(96,640	)
PCA judgment		(43,690	)		—			—
CSL merger termination fee		—			75,000			—
Loss on extinguishment of debt		—			(43,033	)		—
Equity in earnings of affiliate		991			441			426
Total		(88,536	)		(42,083	)		(96,214	)
Income before income taxes		244,447			228,897			102,391
Provision for income taxes		(78,379	)		(75,008	)		(36,594	)
Net income		166,068			153,889			65,797
Less dividends to preferred stockholders and other non-common stockholders’ charges		—			(11,744	)		(14,672	)
Net income available to common stockholders	$	166,068		$	142,145		$	51,125
Net income per common share:
Basic	$	1.35		$	4.56		$	39.01
Diluted	$	1.29		$	1.50		$	0.71

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-150

Talecris Biotherapeutics Holdings Corp.

Consolidated Statements of Cash Flows

	Years Ended December 31,
	2010			2009			2008
	(In thousands)
Cash flows from operating activities:
Net income	$	166,068		$	153,889		$	65,797
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,030			28,936			20,269
Amortization of deferred loan fees and debt discount		4,262			3,785			3,764
Share-based compensation expense		16,966			47,546			38,707
Amortization of deferred compensation		1,983			5,714			5,922
Write-off of unamortized debt issuance costs		—			12,141			—
Asset impairment		595			3,061			4,282
Provision for doubtful receivables and advances		3,519			2,858			4,978
Recognition of previously deferred revenue		(230	)		(230	)		(4,784	)
Equity in earnings of affiliate		(991	)		(441	)		(426	)
Loss on disposal of property, plant, and equipment		896			1,196			48
Decrease (increase) in deferred tax assets		12,339			1,215			(5,488	)
Excess tax benefits from share-based payment arrangements		(13,481	)		(13,406	)		—
Changes in assets and liabilities, excluding the effects of business acquisitions		27,526			(12,109	)		(100,055	)
Net cash provided by operating activities		255,482			234,155			33,014
Cash flows from investing activities:
Purchases of property, plant, and equipment		(152,849	)		(75,163	)		(86,212	)
Business acquisitions, net of cash acquired		—			(30,431	)		(10,272	)
Financing arrangements with third party suppliers, net of repayments		—			—			(16,335	)
Other		765			976			880
Net cash used in investing activities		(152,084	)		(104,618	)		(111,939	)
Cash flows from financing activities:
Borrowings under revolving credit facility		915			1,201,749			1,430,092
Repayments of borrowings under revolving credit facility		(915	)		(1,381,690	)		(1,363,188	)
Repayments of borrowings under term loans		—			(1,016,000	)		(7,000	)
Repayments of capital lease obligations		(751	)		(574	)		(1,192	)
Proceeds from issuance of 7.75% Notes		—			600,000			—
Discount on 7.75% Notes		—			(4,074	)		—
Financing transaction costs		(394	)		(14,879	)		—
Proceeds from initial public offering, net of issuance costs		—			519,749			—
Costs related to initial public offering		—			(2,557	)		—
Repurchases of common stock		(4,917	)		(4,183	)		(36,118	)
Proceeds from exercises of stock options		22,333			7,581			—
Excess tax benefits from share-based payment arrangements		13,481			13,406			—
Net cash provided by (used in) financing activities		29,752			(81,472	)		22,594
Effect of exchange rate changes on cash and cash equivalents		(513	)		195			(157	)
Net increase (decrease) in cash and cash equivalents		132,637			48,260			(56,488	)
Cash and cash equivalents at beginning of year		65,239			16,979			73,467
Cash and cash equivalents at end of year	$	197,876		$	65,239		$	16,979

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-151

Talecris Biotherapeutics Holdings Corp.

Consolidated Statements of Stockholders’ Equity (Deficit)

													Accumulated
							Additional						Other
	Common Stock						Paid-in			Accumulated			Comprehensive
	Shares			Amount			Capital			Deficit			Income (Loss)			Total
	(In thousands, except share amounts)
Balance at December 31, 2007		5,317,232		$	—		$	27,010		$	(406,132	)	$	(11,635	)	$	(390,757	)
Net income		—			—			—			65,797			—			65,797
Other comprehensive loss		—			—			—			—			(11,772	)		(11,772	)
Comprehensive income		—			—			—			—			—			54,025
Share-based compensation cost		—			—			29,258			—			—			29,258
Issuance of restricted stock		42,720			—			—			—			—			—
Forfeitures of restricted stock		(287,784	)		—			—			—			—			—
Repurchases and retirement of common stock		(2,215,880	)		—			—			—			—			—
Fair value adjustment on common stock with put/call feature		—			—			(8,942	)		—			—			(8,942	)
Interest accretion on IBR put option		—			—			(309	)		—			—			(309	)
Balance at December 31, 2008		2,856,288			—			47,017			(340,335	)		(23,407	)		(316,725	)
Net income		—			—			—			153,889			—			153,889
Other comprehensive income		—			—			—			—			476			476
Reclassification of unrealized loss on derivatives to earnings		—			—			—			—			23,287			23,287
Comprehensive income		—			—			—			—			—			177,652
Share-based compensation cost		—			—			39,206			—			—			39,206
Issuance of restricted stock		14,464			—			—			—			—			—
Forfeitures of restricted stock		(16,368	)		—			—			—			—			—
Repurchases and retirement of common stock		(251,108	)		—			(51	)		—			—			(51	)
Series A and B preferred stock dividends declared		—			—			(45,250	)		—			—			(45,250	)
Conversion of Series A and B preferred stock to common stock		88,227,868			882			154,903			—			—			155,785
Initial public offering		28,947,368			289			519,460			—			—			519,749
Costs related to initial public offering		—			—			(2,557	)		—			—			(2,557	)
Fair value adjustment on common stock with put/call feature		—			—			(6,585	)		—			—			(6,585	)
Reclassification of mezzanine equity to permanent equity upon cancellation of common stock put/call feature		—			17			39,926			—			—			39,943
Stock option exercises		2,394,762			24			7,557			—			—			7,581
Excess tax benefit from share-based compensation		—			—			13,406			—			—			13,406
Balance at December 31, 2009		122,173,274			1,212			767,032			(186,446	)		356			582,154
Net income		—			—			—			166,068			—			166,068
Other comprehensive loss		—			—			—			—			(650	)		(650	)
Comprehensive income		—			—			—			—			—			165,418
Share-based compensation cost		—			—			15,895			—			—			15,895
Repurchases and retirement of common stock		(246,823	)		(3	)		(4,914	)		—			—			(4,917	)
Stock option exercises		3,650,579			37			22,296			—			—			22,333
Excess tax benefit from share-based compensation		—			—			13,481			—			—			13,481
Shares issued upon RSU vesting		847			—			—			—			—			—
Vesting of restricted common stock		—			7			(7	)		—			—			—
Balance at December 31, 2010		125,577,877		$	1,253		$	813,783		$	(20,378	)	$	(294	)	$	794,364

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-152

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements

1.   Description of Business

We are a biopharmaceutical company that researches, develops, manufactures, markets, and sells protein-based therapies that extend and enhance the lives of individuals who suffer from chronic and acute, often life-threatening, conditions, such as primary immune deficiencies, chronic inflammatory demyelinating polyneuropathy (CIDP), alpha-1 antitrypsin deficiency-related emphysema, bleeding disorders, infectious diseases, and severe trauma. Our primary products have orphan drug designation to serve populations with rare, chronic diseases. Our products are derived from human plasma, the liquid component of blood, which is sourced from our plasma collection centers or purchased from third parties, located in the United States. Plasma contains many therapeutic proteins, which we extract through the process of fractionation at our Clayton, North Carolina and Melville, New York facilities. The fractionated intermediates are then purified, formulated into final bulk, and aseptically filled into final containers for sale. We also sell the fractionated intermediate products.

The majority of our sales are concentrated in two key therapeutic areas of the plasma business: Immunology/Neurology, through our intravenous immune globulin (IGIV) product for the treatment of primary immune deficiency and autoimmune diseases, such as CIDP, and Pulmonology, through our alpha-1 proteinase inhibitor (A1PI) product for the treatment of alpha-1 antitrypsin deficiency-related emphysema. These therapeutic areas are served by our products, Gamunex, Immune Globulin Intravenous (Human), 10% Caprylate/Chromatography Purified (Gamunex, Gamunex IGIV) and Prolastin Alpha-1 Proteinase Inhibitor (Human) (Prolastin, Prolastin A1PI, Prolastin-C A1PI ). In March 2010, we launched Prolastin-C A1PI, our next generation A1PI product, in the United States, and in the third quarter of 2010, we launched Prolastin-C A1PI in Canada. As of December 31, 2010, we have completed the conversion of our existing U.S. and Canadian Prolastin patients to Prolastin-C A1PI. During 2010, Gamunex-C was approved for the subcutaneous route of administration for the PI indication in Canada and the U.S. Sales of Gamunex-C/Gamunex IGIV and Prolastin/Prolastin-C A1PI together comprised 76.4%, 74.7%, and 72.3% of our net revenue for the years ended December 31, 2010, 2009, and 2008, respectively. We also have a line of hyperimmune therapies that provides treatment for tetanus, rabies, hepatitis A, hepatitis B, and Rh factor control during pregnancy and at birth. In addition, we provide plasma-derived therapies for critical care/hemostasis, including the treatment of hemophilia, an anti-coagulation factor (Thrombate III), as well as albumin to expand blood volume. We sell our products worldwide, but 81% of our sales were in the United States and Canada in 2010.

We are headquartered in Research Triangle Park, North Carolina and our primary manufacturing facilities are a short distance away in Clayton, North Carolina. Our Clayton site is one of the world’s largest plasma protein processing facilities whose operations include fractionation, purification, filling, and finishing. We have an integrated plasma collection center platform, which as of December 31, 2010, consisted of 69 operating centers, of which 67 were FDA licensed and two were unlicensed. In addition to the United States, we have operations in Germany and Canada to support our international sales and marketing activities.

On October 6, 2009, we completed our initial public offering (IPO), which resulted in net proceeds to us of $519.7 million. In addition, during October 2009, we amended our revolving credit facility and completed the issuance of $600.0 million, 7.75% Unsecured Senior Notes, due November 15, 2016, at a price of 99.321% of par, in a private placement to certain qualified institutional buyers. The issuance of the 7.75% Notes resulted in net proceeds to us of $583.9 million. Proceeds from these transactions were used to repay and terminate our then existing First and Second Lien Term Loans, settle and terminate certain interest rate swap contracts, and repay amounts outstanding under our revolving credit facility. On July 19, 2010, we exchanged all of our then existing 7.75% Senior Notes due 2016 for 7.75% Senior Notes due 2016 that have been registered under the Securities Act of 1933, as amended. Additional information regarding our IPO and refinancing transactions are included in Note 4, “Initial Public Offering and Use of Proceeds,” and Note 12, “Long-Term Debt and Capital Lease Obligations,” respectively.

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Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Until January 21, 2010, a majority of our outstanding common stock was owned by Talecris Holdings, LLC. Talecris Holdings, LLC is owned by (i) Cerberus-Plasma Holdings LLC, the managing member of which is Cerberus Partners, L.P., and (ii) limited partnerships affiliated with Ampersand Ventures. Substantially all rights of management and control of Talecris Holdings, LLC are held by Cerberus-Plasma Holdings LLC. As of December 31, 2010, Talecris Holdings, LLC owned approximately 48.7% of our outstanding common stock.

As discussed in Note 3, we entered into a definitive merger agreement with Grifols S.A. and Grifols, Inc. (Grifols) on June 6, 2010.

2.   Summary of Significant Accounting Policies

Throughout our consolidated financial statements, references to “Talecris Biotherapeutics Holdings Corp.,” “Talecris,” “the Company,” “we,” “us,” and “our” are references to Talecris Biotherapeutics Holdings Corp. and its wholly-owned subsidiaries.

All tabular disclosures of dollar amounts are presented in thousands. All share and per share amounts are presented at their actual amounts.

A seven-for-one share dividend on our common stock was paid on September 10, 2009. All share and per-share amounts have been retroactively adjusted for all periods presented to reflect the share dividend.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Talecris Biotherapeutics Holdings Corp. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires us to make estimates and judgments in certain circumstances that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. The most significant judgments we have made include, but are not limited to, estimates used in determining values of inventories, allowances for doubtful accounts and notes receivable, long-lived and indefinite-lived assets, litigation accruals and related settlements, losses under contractual obligations, leasehold impairments, deferred income taxes, income tax provisions, accruals for uncertain income tax positions, self-insurance accruals, share-based payment transactions, derivative instruments, and other operating allowances and accruals. We also use significant judgments in applying purchase accounting to business acquisitions.

We periodically evaluate estimates used in the preparation of the financial statements for reasonableness, including estimates provided by third parties. Appropriate adjustments to the estimates are made prospectively, as necessary, based on such periodic evaluations. We base our estimates on, among other things, currently available information, market conditions, and industry and historical experience, which collectively form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Although we believe that our assumptions are reasonable under the circumstances, actual future results could differ materially. In addition, if we had used different estimates and assumptions, our financial position and results of operations could have differed materially from that which is presented.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less when purchased are considered cash equivalents and are carried at cost due to the short period of time to maturity.

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Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Accounts Receivable, net

Accounts receivable, net, consists of amounts owed to us by our customers on credit sales with terms generally ranging from 30 to 150 days from date of invoice and are presented net of an allowance for doubtful accounts receivable on our consolidated balance sheets.

We maintain an allowance for doubtful accounts receivable for estimated losses resulting from our inability to collect from customers. In extending credit, we assess our customers’ creditworthiness by, among other factors, evaluating our customers’ financial condition, credit history, and the amount involved, both initially and on an ongoing basis. Collateral is generally not required. In evaluating the adequacy of our allowance for doubtful accounts receivable, we primarily analyze accounts receivable balances, the percentage of accounts receivable by aging category, and historical bad debts. We also consider, among other things, customer concentrations and changes in customer payment terms or payment patterns.

If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments or our ability to collect, an increase to the allowance may be required. Also, should actual collections of accounts receivable be different than our estimates included in determining the allowance, the allowance would be adjusted through charges or credits to selling, general, and administrative expenses (SG&A) in our consolidated income statements in the period in which such changes in collection become known. If conditions were to change in future periods, additional allowances or reversals may be required. Such allowances or reversals could be significant.

Concentrations of Credit Risk

Customer Concentration

Our accounts receivable, net, includes amounts due from pharmaceutical wholesalers and distributors, buying groups, hospitals, physicians’ offices, patients, and others. Our concentrations with customers that represented more than 10% of our accounts receivable, net, were:

•  At December 31, 2010: Amerisource Bergen- 12.8%

•  At December 31, 2009: FFF Enterprise, Inc.- 14.6%

The following table summarizes our concentrations with customers that represented more than 10% of our total net revenue:

	Years Ended December 31,
	2010			2009			2008
FFF Enterprise, Inc.		13.9	%		14.4	%		12.8	%
Amerisource Bergen		13.1	%		12.3	%		12.0	%
Canadian Blood Services		<10	%		<10	%		10.6	%

Counterparty Risk

As discussed further in Note 27, “Subsequent Events,” we initiated a foreign currency hedging program in the first quarter of 2011 for the purpose of managing the economic effects of the volatility associated with short-term changes in euro/U.S. dollar exchange rates on our earnings and cash flows. These derivative financial instruments present certain market and counterparty risks. We seek to manage the counterparty risks associated with these contracts by limiting transactions to counterparties with which we have established banking relationships and limit the duration of the contracts to less than one year. We are exposed to potential losses if a counterparty fails to perform according to the terms of the agreement. We do not require collateral or other security to be furnished by counterparties to our derivative financial instruments. There can be no

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Notes to Consolidated Financial Statements — (Continued)

assurance, however, that our practice effectively mitigates counterparty risk. A number of financial institutions similar to those that serve or may serve as counterparties to our hedging arrangements were adversely affected by the global credit crisis. The failure of any of the counterparties to our hedging arrangements to fulfill their obligations to us could adversely affect our results of operations and cash flows.

Inventories

Inventories consist of raw materials, work-in-process, and finished goods held for sale and are stated at the lower of cost or market, which approximates actual costs determined on the first-in, first-out method. In evaluating whether inventory is stated at the lower of cost or market, we consider such factors as the amount of inventory on hand and in the distribution channel, the estimated time required to sell such inventory, remaining shelf life, and current and expected market conditions, including levels of competition. As appropriate, provisions are recorded to reduce inventories to their net realizable value. We record provisions for work-in-process inventory when we believe the inventory does not meet all criteria to permit release to the market. Provisions are recorded for finished goods that do not have sufficient remaining shelf lives. We record recoveries directly to cost of goods sold after the impacted material is determined to be usable and is sold to third parties.

Property, Plant, and Equipment, net

Property, plant, and equipment are recorded at cost, less accumulated depreciation and amortization. Internal labor costs directly related to asset additions are capitalized. Major renewals and betterments are capitalized. All feasibility studies and maintenance and repair costs are expensed as incurred. Certain interest costs incurred by us during the construction period, based on our weighted average borrowing rates of debt, are capitalized and included in the cost of the related asset.

We generally depreciate and amortize property, plant, and equipment using the straight-line method over the useful lives presented in the following table:

Asset Type	Useful Life (Years)
Buildings	10 to 45
Building improvements	10 to 20
Machinery and equipment	3 to 20
Furniture and fixtures	5 to 10
Computer hardware and software	3 to 7
Leasehold improvements	the estimated useful life of the improvement or, if shorter, the life of the lease

We lease various property and equipment. Leased property and equipment that meet certain criterion are capitalized and the present values of the related lease payments are recorded as liabilities. Capital lease payments are allocated between a reduction of the lease obligation and interest expense using the interest rate implicit in the lease. All other leases are accounted for as operating leases and the related payments are expensed ratably over the rental period. Amortization of assets under capital leases is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful life.

Business Acquisitions

Results of business acquisitions are included in our results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of the fair value of net assets acquired is recorded as goodwill. The accounting for business acquisitions requires us to make estimates and

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Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

assumptions related to the estimated fair values of the net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, definite-lived intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangible assets are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill could have a significant impact on future operating results.

Identifiable Intangible Assets

Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Definite-lived intangible assets are amortized over their useful lives. Indefinite-lived intangible assets, such as regulatory licenses, are not amortized, but are annually assessed for impairment.

Impairment Reviews

We evaluate the recoverability of recorded goodwill and other indefinite-lived intangible asset amounts annually as of December 31 or when events or changes in circumstances indicate that evidence of potential impairment exists, using a fair value based test. This test requires us to make estimates of factors that include, but are not limited to, projected future operating results and business plans, economic projections, anticipated future cash flows, comparable marketplace data from a consistent industry group, and the cost of capital. Any applicable impairment loss is the amount, if any, by which the implied fair value is less than the carrying value.

We review the carrying amounts of other long-lived assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We periodically evaluate whether events or changes in circumstances have occurred that may warrant revision of the estimated useful lives of our long-lived assets or whether the remaining carrying amount of long-lived assets should be evaluated for possible impairment. An example of such a change in circumstances includes a significant adverse change in the extent or manner in which an asset is being used.

Debt Issuance Costs and Debt Discount

We capitalize costs associated with the issuance of our debt and amortize these costs to interest expense, net, over the term of the related debt agreement using an effective yield amortization method, or similar method. Unamortized debt issuance costs are written off within total other non-operating expense, net, in our consolidated income statements when indebtedness under the related credit facility is repaid or restructured prior to maturity.

We record debt discounts as a reduction of the face amount of the related debt. Debt discounts are amortized to interest expense, net, over the term of the related debt agreement using an effective yield amortization method, or similar method.

Revenue Recognition and Gross-to-Net Revenue Adjustments

We recognize revenue when earned, which is generally at the time of delivery to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds, a fixed and determinable price, persuasive evidence that an arrangement exists, and completion of all other performance obligations. The recognition of revenue is deferred if there are significant post-delivery obligations, such as customer acceptance.

Allowances against revenue for estimated discounts, rebates, administrative fees, chargebacks, and shelf-stock adjustments are established by us concurrently with the recognition of revenue. The standard terms and conditions under which products are shipped to our customers generally do not allow a right of return. In the

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Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

rare instances in which we grant a right of return, revenue is reduced at the time of sale to reflect expected returns and deferred until all conditions of revenue recognition are met.

We have supply agreements with our major distributors, which require them to purchase minimum quantities of our products. We regularly review the supply levels of our products on hand at major distributors, primarily by analyzing inventory reports supplied by these distributors, available data regarding the sell-through of our products, our internal data, and other available information. When we believe distributor inventory levels have increased relative to underlying demand, we evaluate the need for sales return allowances. Factors that influence the allowance include historical sales return activity, levels of inventory in the distribution network, inventory turnover, demand history, demand projections, estimated product shelf-life, pricing, and competition. Sales returns have not been material during the periods presented.

Revenue from milestone payments for which we have no continuing performance obligations is recognized upon achievement of the related milestone. When we have continuing performance obligations, the milestone payments are deferred and recognized as revenue over the term of the arrangement as we complete our performance obligations.

Gross product sales are subject to a variety of deductions that are generally estimated and recorded in the same period that the revenue is recognized, and primarily represent rebates to government agencies, chargebacks to wholesalers and distributors, and customer prompt payment discounts. These gross-to-net revenue adjustments are described below.

We offer rebates to certain classes of trade, which we account for by establishing an accrual at the time the sale is recorded in an amount equal to our estimate of rebates attributable to each sale. We determine our estimate of the rebates primarily based on historical experience and current contract arrangements. We consider the sales performance of products subject to rebates and the levels of inventory in the distribution channel and adjust the accrual periodically to reflect actual experience. Rebates accrued upon sale are settled based on actual experience. Due to the limited classes of trade that participate in rebate programs and our visibility of inventories in the channel, adjustments for actual experience have not been material.

We participate in state government-managed Medicaid programs. We account for Medicaid rebates by establishing an accrual at the time the sale is recorded in an amount equal to our estimate of the Medicaid rebate claims attributable to such sale. We determine our estimate of the Medicaid rebates accrual primarily based on historical experience regarding Medicaid rebates, legal interpretations of the applicable laws related to the Medicaid program and any new information regarding changes in the Medicaid programs’ regulations and guidelines that would impact the amount of the rebates. We consider outstanding Medicaid claims, Medicaid payments, and levels of inventory in the distribution channel and adjust the accrual periodically to reflect actual experience. Adjustments for actual experience have not been material.

Sales allowances are established based upon consideration of a variety of factors, including, but not limited to, our sales terms which generally provide for up to a 2% prompt pay discount on domestic and international sales, contractual agreements with customers, estimates of the amount of product in the pipeline, and prescribing patterns. We believe that our sales allowance accruals are reasonably determinable and are based on the information available at the time to arrive at our best estimate of the accruals. Actual sales allowances incurred are dependent upon future events. We periodically monitor the factors that influence sales allowances and make adjustments to these provisions when we believe that the actual sales allowances may differ from prior estimates. If conditions in future periods change, revisions to previous estimates may be required, potentially in significant amounts. As these prompt pay discounts are typically settled within 30 to 45 days of the sale, adjustments for actual experience have not been material.

Our estimates for discounts, customer and government rebates, and administrative fees are by their nature more predictable and less subjective. Estimates for chargebacks are more subjective and, consequently, may be more variable. We enter into agreements with certain customers to establish contract pricing for our products,

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Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

which these entities purchase from the wholesaler or distributor (collectively, wholesalers) of their choice. Consequently, when our products are purchased from wholesalers by these entities at the contract price which is less than the price charged by us to the wholesaler, we provide the wholesaler with a credit referred to as a chargeback. The allowance for chargebacks is based on our estimate of the wholesaler inventory levels, and the expected sell-through of our products by the wholesalers at the contract price based on historical chargeback experience and other factors. Our estimates of inventory levels at the wholesalers are subject to inherent limitations, as our estimates rely on third party data, and their data may itself rely on estimates, and be subject to other limitations. We periodically monitor the factors that influence our provision for chargebacks, and make adjustments when we believe that actual chargebacks may differ from established allowances. These adjustments occur in a relatively short period of time.

Shelf-stock adjustments are credits issued to our customers to reflect decreases in the selling prices of our products. Agreements to provide this form of price protection are customary in our industry and are intended to reduce a customer’s inventory cost to better reflect current market prices. Shelf-stock adjustments are based upon the amount of product that our customers have remaining in their inventories at the time of the price reduction. Decreases in our selling prices are discretionary decisions made by us to reflect market conditions. Amounts recorded for estimated price adjustments are based upon specified terms with customers, estimated declines in market prices, and estimates of inventory held by customers. Our estimates of inventory levels at the customer are subject to inherent limitations, as our estimates may rely on third party data, and their data may itself rely on estimates, and be subject to other limitations. We regularly monitor these factors and evaluate our reserves for shelf-stock adjustments. We have not experienced significant shelf-stock adjustments during the periods presented.

Shipping and Handling

Shipping and handling costs incurred for inventory purchases are included in cost of goods sold in our consolidated income statements. Shipping and handling costs incurred to warehouse, pick, pack, and prepare inventory for delivery to customers are included in selling, general and administrative expenses (SG&A) in our consolidated income statements. Shipping and handling costs included in SG&A amounted to $3.7 million, $3.6 million, and $3.5 million for the years ended December 31, 2010, 2009, and 2008, respectively.

Advertising Costs

The costs of advertising are expensed as incurred within SG&A in our consolidated income statements. Our advertising costs consist primarily of product samples, print media, online advertising, and promotional material. We incurred advertising costs totaling $11.3 million, $10.2 million, and $10.5 million for the years ended December 31, 2010, 2009, and 2008, respectively.

Research and Development Expenses

Research and development (R&D) expenses include the costs directly attributable to the conduct of research and development programs for new products and extensions or improvements of existing products and the related manufacturing processes. Such costs include salaries and related employee benefit costs, payroll taxes, materials (including the material required for clinical trials), supplies, depreciation on and maintenance of R&D equipment, services provided by outside contractors for clinical development and clinical trials, regulatory services, and fees. R&D also includes the allocable portion of facility costs such as rent, depreciation, utilities, insurance, and general support services. All costs associated with R&D are expensed as incurred.

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Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Share-Based Compensation

We value share-based compensation at the grant date using a fair value model and recognize this value as expense over the employees’ requisite service period, typically the period over which the share-based compensation vests. We classify share-based compensation costs consistent with each grantee’s salary. We record income tax benefits which result from realizing a tax deduction in excess of previously recognized compensation expense as additional paid-in capital.

The fair value of our common stock on the grant date is a significant factor in determining the fair value of share-based compensation awards and the ultimate non-cash compensation cost that we will be required to record over the vesting period. Given the absence of a trading market for our common stock on grant dates prior to October 1, 2009, our board of directors, or special dividend committee or compensation committee designated by our board of directors, estimated the fair value of our common stock contemporaneously with each grant using numerous objective and subjective factors. These factors included: (i) our stage of development, our efforts to become independent from Bayer, and revenue growth; (ii) the timing of the anticipated launch of new products and new indications; (iii) business conditions and business challenges at the time; (iv) available market data, including observable market transactions, and valuations for comparable companies; (v) the illiquid nature of our stock options and stock grants; and (vi) the likelihood of achieving a liquidity event for the shares of common stock underlying the options, such as an initial public offering or sale of our company, given prevailing market conditions at the grant date. In making the assessment of common stock fair value on each award date, our board of directors or designated committee of our board of directors considered the guidance in American Institute of Certified Public Accountants Technical Practice Aid, “Valuation of Privately-Held Company Equity Securities Issued as Compensation.” The valuations were completed utilizing the market and/or an income approach and then the enterprise value was allocated using the “Probability-Weighted Expected Return Method,” which provides different probability weights of various likely scenarios (distressed; remain private; private sale; IPO), and develops valuations by determining the present value of the future expected common stock value under each of these scenarios. For option awards granted on October 1, 2009, the fair value of our common stock was determined to be the IPO price per share of $19.00. For option awards granted subsequent to our IPO, we consider the fair value of our common stock to be the closing share price as reported by The NASDAQ Global Select Market on the grant date.

We estimate the fair value of stock options at the grant date using the Black-Scholes pricing model, which requires the use of a number of assumptions related to the risk-free interest rate, average life of options (expected term), expected volatility, and dividend yield. There was no trading market for our common stock or stock options on grant dates prior to October 1, 2009. Therefore, our application of the Black-Scholes pricing model incorporates historical volatility measures of similar public companies. A forfeiture rate based on historical attrition rates of award holders is used in estimating the granted awards not expected to vest. If actual forfeitures differ from the expected rate, we may be required to make additional adjustments to compensation expense in future periods. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics that are not present in our option grants. If the model permitted consideration of the unique characteristics of employee stock options, the resulting estimate of the fair value of the stock options, and resulting compensation expense, could be different.

The stock options that we granted to employees typically have service-based and performance-based components. The performance stock unit (PSU) awards that we grant to employees vest based on the achievement of pre-established objective performance goals, which are generally financial in nature. The restricted stock and restricted stock unit (RSU) awards that we grant to employees are typically service-based only. Stock option grants, restricted stock, and RSU awards to non-employee directors are service-based only. Service-based awards vest annually in equal amounts over the vesting period. The performance-based component of the stock options vests annually upon the achievement of corporate performance objectives

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Notes to Consolidated Financial Statements — (Continued)

which are established by our board of directors. We make assessments as to whether the performance conditions related to the performance-based stock options will be achieved. We record compensation cost for awards with performance conditions based on the probable outcome of the performance conditions.

Litigation Accruals

We record an accrual for our exposures to our various litigation matters as a charge to our consolidated income statements when it becomes probable and can be reasonably estimated. The exposure to legal matters is evaluated and estimated, if possible, following consultation with legal counsel. Such estimates are based on currently available information and, given the subjective nature and complexities inherent in making these estimates, the ultimate outcome of our legal matters may be significantly different than the amounts estimated. Additional information regarding our possible litigation exposures is included in Note 14, “Commitments and Contingencies.”

Environmental Costs

We record liabilities when our environmental assessments indicate that remediation efforts are probable, and the costs can be reasonably estimated. We recognize a current period expense for the liability when clean-up efforts do not benefit future periods. We capitalize costs that benefit more than one accounting period. Estimates, when applicable, of our liabilities are based on currently available facts, existing technology, and presently enacted laws and environmental regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. The amounts also consider prior experience in remediating contaminated sites, other companies’ clean-up experience, and data released by the Environmental Protection Agency (EPA) or other organizations. The estimates are subject to revision in future periods based on actual costs or new circumstances. We evaluate recoveries from insurance coverage or government sponsored programs separately from our liability, and when recovery is assured, we record and report an asset separately from the associated liability. At December 31, 2010 and 2009, no environmental related assets or liabilities are reflected on our consolidated balance sheets as no amounts are probable or estimable.

Other Contingencies

We recognize liabilities for other contingencies when we have an exposure, that, when analyzed, indicates it is both probable that an asset has been impaired or a liability incurred, and the amount of impairment or loss can be reasonably estimated. Funds spent to remedy these contingencies are charged against the accrued liability, if one exists, or expensed, if no liability was previously established. When a range of probable loss can be estimated, we accrue the most likely amount within the range of probable losses.

Self-Insurance Programs

We maintain self-insured retentions and deductibles for some of our insurance programs and limit our exposure to claims by maintaining stop-loss and/or aggregate liability coverage under which the insurer is the primary obligor to the insured. The estimate of our claims liability is subject to inherent limitations as it relies on our judgment of the likely ultimate costs that will be incurred to settle reported claims and unreported claims for incidents incurred but not reported as of the balance sheet date. When estimating our liability for such claims, we consider a number of factors, including, but not limited to, self-insured retentions, deductibles, claim experience, demographic factors, severity factors, and maximum claims exposure. If actual claims exceed these estimates, additional charges may be required.

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Income Taxes

We calculate a provision for, or benefit from, income taxes using the asset and liability method, under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A reduction in the carrying amounts of deferred tax assets by a valuation allowance is required, if, based on the available evidence, it is more likely than not that the assets will not be realized. Accordingly, we periodically assess the need to establish valuation allowances for deferred tax assets based on the more-likely-than-not realization threshold criterion. In assessing the need for a valuation allowance, we consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with future taxable income, and ongoing prudent and feasible tax planning strategies.

We establish reserves for uncertain income tax positions, based on the technical support for the positions, our past audit experience with similar situations, and potential interest and penalties related to the matters. Our recorded reserves represent our best estimate of the amount, if any, that we will ultimately be required to pay to settle such matters. The resolution of our uncertain income tax positions is dependent on uncontrollable factors such as law changes, new case law and the willingness of the income tax authorities to settle, including the timing thereof and other factors. Although we do not anticipate significant changes to our uncertain income tax positions in the next twelve months, items outside of our control could cause our uncertain income tax positions to change in the future, which would be recorded within (provision) benefit for income taxes in our consolidated income statements. Interest and penalties related to unrecognized tax benefits are recognized as a component of our income tax provision.

Interest Costs

We capitalize a portion of the interest costs we incur during the construction of long-lived assets, primarily plant and equipment, as an additional cost of the related asset. The amount of interest capitalized is determined by applying our weighted average borrowing rate to the related capital spending during the construction period. We incurred interest costs related to our debt, including imputed interest on capital lease obligations, and interest rate swap contracts of $48.3 million, $72.8 million, and $97.2 million for the years ended December 31, 2010, 2009, and 2008, respectively, of which $5.9 million, $2.0 million, and $2.3 million, respectively, were capitalized related to the construction of property and equipment. Our interest rate swap contracts were settled and terminated during 2009.

Derivative Financial Instruments

All derivative financial instruments are recorded on our consolidated balance sheets as assets or liabilities and measured at fair value, which considers the instrument’s term, notional amount, discount rate, credit risk, and other factors. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair values of both the derivatives and the hedged items are recorded in current earnings. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives are recorded in other comprehensive income (loss) and subsequently recognized in earnings when the hedged items impact income. Changes in the fair value of derivatives not designated as hedges and the ineffective portion of cash flow hedges are recorded in current earnings. When determining the fair value of our derivative financial instruments, we analyze the instruments from a market participant’s perspective to determine a hypothetical exit price to the counterparty. At December 31, 2009, our derivative financial instruments consisted of two interest rate cap contracts with an aggregate notional amount of $175.0 million for which the cap rate of 6.00% was significantly higher than prevailing market interest rates; therefore, the fair market value was zero. At December 31, 2010, we did not have any derivative financial instruments. We initiated a foreign currency hedging program in the first quarter of 2011 as discussed in Note 27, “Subsequent Events.”

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Fair Value of Financial Instruments

At December 31, 2010, we had no financial assets or liabilities which were required to be measured at fair value. At December 31, 2009, we had two interest rate cap contracts with an aggregate notional amount of $175.0 million for which the cap rate of 6.00% was significantly higher than prevailing market interest rates; therefore, the fair market value was zero.

At December 31, 2010 and 2009, the estimated fair value of our 7.75% Notes was $648.8 million and $607.9 million, which was calculated by reference to open bid/ask quotations of our 7.75% Notes. We had no amounts outstanding under our variable rate revolving credit facility at December 31, 2010 and 2009. At December 31, 2010 and 2009, we have notes receivable outstanding, which bear interest at market rates, and consequently, the recorded amounts approximate fair value. The recorded amounts of all other financial instruments, which consist of cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and other liabilities, approximate fair value due to the short duration of the instruments.

Comprehensive Income

Comprehensive income is defined as the change in equity resulting from recognized transactions and other events and circumstances from non-owner sources. Comprehensive income includes net income as currently reported under U.S. GAAP and other comprehensive income (loss). Other comprehensive income (loss) considers the effect of additional economic events that are not required to be recorded in determining net income, but rather are reported as a separate component of stockholders’ equity (deficit).

The following table includes information regarding our other comprehensive income (loss):

	Gross			Tax			Net
	Amount			Effect			Amount
Year ended December 31, 2010
Foreign currency translation adjustments	$	(576	)	$	—		$	(576	)
Additional minimum pension liability		(74	)		—			(74	)
Other comprehensive loss	$	(650	)	$	—		$	(650	)
Year ended December 31, 2009
Foreign currency translation adjustments	$	232		$	—		$	232
Additional minimum pension liability		244			—			244
Reclassification of unrealized loss on derivative financial instruments		37,513			(14,226	)		23,287
Other comprehensive income	$	37,989		$	(14,226	)	$	23,763
Year ended December 31, 2008
Foreign currency translation adjustments	$	(216	)	$	—		$	(216	)
Net unrealized loss on derivative financial instruments		(18,477	)		6,973			(11,504	)
Additional minimum pension liability		(52	)		—			(52	)
Other comprehensive loss	$	(18,475	)	$	6,973		$	(11,772	)

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The following table includes information regarding our accumulated other comprehensive (loss) income:

	December 31,
	2010			2009
Foreign currency translation adjustments	$	(412	)	$	164
Additional minimum pension liability		118			192
Accumulated other comprehensive (loss) income	$	(294	)	$	356

During the year ended December 31, 2009, we settled and terminated our interest rate swap contracts, which resulted in a loss of $30.9 million. Our accumulated other comprehensive loss at December 31, 2008 included $23.3 million, net of taxes, related to unrealized losses associated with our interest rate swap contracts. As a result of their settlement and termination, we reclassified $23.3 million out of accumulated other comprehensive loss to loss on extinguishment of debt within total other non-operating expense, net, in our consolidated income statement for the year ended December 31, 2009.

Foreign Currency Translation

For our international operations, local currencies have been determined to be the functional currencies. We translate the financial statements of international subsidiaries to their U.S. dollar equivalents at end-of-period currency exchange rates for assets and liabilities and at average currency exchange rates for revenues and expenses. We record these translation adjustments as a component of other comprehensive income (loss) within stockholders’ equity (deficit). We recognize transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency as incurred within SG&A in our consolidated income statements. We incurred foreign currency transaction (losses) gains of $(4.7) million, $1.9 million, and $(1.0) million for the years ended December 31, 2010, 2009, and 2008, respectively. As discussed in Note 27, “Subsequent Events,” we initiated a foreign currency hedging program in the first quarter of 2011 in order to reduce the impact of the volatility of foreign exchange rates and improve predictability.

Business Segments

We operate our plasma-derived protein therapeutics business as a single reportable business segment since all operating activities are directed from our North Carolina headquarters and all of our products result from a common manufacturing process based on a single feedstock.

Earnings per Share

We calculate basic earnings per share based upon the weighted average number of common shares outstanding. We calculate diluted earnings per share based upon the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents calculated using the treasury stock method.

Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board (FASB) issued new accounting guidance which clarifies questions surrounding the accounting implications of the different signing dates of the Health Care and Education Reconciliation Act (signed March 30, 2010) and the Patient Protection and Affordable Care Act (signed March 23, 2010). The new guidance states that the FASB and the Office of the Chief Accountant at the SEC would not be opposed to viewing the two Acts together for accounting purposes. The adoption of this guidance did not have a material impact on our consolidated financial statements.

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In February 2010, the FASB issued new accounting guidance regarding disclosures related to subsequent events. An entity that is a U.S. Securities and Exchange Commission (SEC) filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between the Accounting Standards Codification (ASC) and the SEC’s requirement. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In January 2010, the FASB issued guidance that requires new disclosures for fair value measurements and provides clarity for existing disclosures. This update requires new disclosures for (1) transfers in and out of levels 1 and 2, and (2) activity in level 3, by requiring the reconciliation to present separate information about purchases, sales, issuance, and settlements. Also, this update clarifies the disclosures related to the fair value of each class of assets and liabilities and the input and valuation techniques for both recurring and nonrecurring fair value measurements in levels 2 and 3. The effective date for the disclosures and clarifications is for the interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements, which is effective for fiscal years beginning after December 15, 2010. This update is not expected to have a material impact on our consolidated financial statements or related disclosures.

In October 2009, the FASB issued new accounting guidance regarding multiple-deliverable revenue arrangements. The new guidance addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. This guidance establishes a hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. The guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 and early adoption is permitted. A company may elect, but will not be required, to adopt the guidance retrospectively for all prior periods. We do not anticipate that the adoption of this guidance will have a material impact on our consolidated financial statements or related disclosures.

In August 2009, the FASB released new accounting guidance concerning measuring liabilities at fair value. The new guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain valuation techniques. Additionally, it clarifies that a reporting entity is not required to adjust the fair value of a liability for the existence of a restriction that prevents the transfer of the liability. This new guidance is effective for the first reporting period after its issuance; however, earlier application is permitted. The adoption of this guidance did not have a material impact on our consolidated financial statements or related disclosures.

On January 30, 2009, the SEC released the final rules requiring all registered companies to use extensible Business Reporting Language (XBRL) when submitting financial statements to the SEC. The new rules initially will require interactive data reporting only by domestic and foreign large accelerated filers that prepare their financial statements in accordance with U.S. GAAP and have a worldwide public common equity float above $5.0 billion for their first quarterly period ending after June 15, 2009 and all reporting periods thereafter. We will be required to file using XBRL beginning with our quarterly reporting period ending March 31, 2011.

3.   Definitive Merger Agreement with Grifols S.A. and Grifols, Inc. (Grifols)

We entered into a definitive merger agreement with Grifols on June 6, 2010, as amended by Amendment 1 on November 4, 2010. Under the terms of the agreement, Grifols will acquire, through merger transactions, all of the common stock of Talecris for a combination of $19.00 in cash and 0.6485 (or 0.641 for Talecris

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directors and Talecris Holdings, LLC) of a newly-issued non-voting Grifols’ (Class B) ordinary share for each outstanding Talecris share (the merger consideration). Under the terms of the agreement, completion of the transaction is subject to obtaining certain regulatory approvals, shareholder approvals, as well as other customary conditions. The 0.641 exchange ratio and the additional exchange ratio of 0.0075 (which together comprise the 0.6485 exchange ratio) are generally fixed but the 0.641 exchange ratio will be adjusted if the 0.641 exchange ratio would result in Grifols issuing in excess of 86.5 million Grifols non-voting shares and the additional 0.0075 exchange ratio will be adjusted if such additional exchange ratio would result in Grifols issuing in excess of 0.5 million Grifols non-voting shares. The Grifols non-voting shares will be listed on NASDAQ in the form of American Depositary Shares and the Madrid, Barcelona, Bilbao and Valencia stock exchanges and quoted on the Automated Quotation System of the Spanish Stock Exchanges. Grifols non-voting shares will carry the same economic rights as Grifols ordinary shares. Additionally, Talecris share-based compensation, whether vested or unvested, generally will be converted into the right to receive or acquire the merger consideration, or, in the case of employee stock options, the right to acquire the merger consideration, as described in the merger agreement in lieu of Talecris common stock. The merger agreement provides that if the merger agreement is terminated under specified circumstances Grifols will be required to pay Talecris a termination fee of either $100 million or $375 million, depending on the specified circumstances. If the merger agreement is terminated under other specified circumstances, Talecris will be required to pay Grifols a termination fee of $100 million. Generally, except as noted above, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses. We have incurred and will continue to incur significant costs related to investment banking, legal, and accounting activities, as well as retention expenses, related to this merger transaction. The leading shareholders of Grifols have entered into an agreement with us, subject to conditions, to vote their Grifols shares in favor of the transaction and, separately, Talecris Holdings, LLC, an affiliate of Cerberus Capital Management, L.P., which owns approximately 49% of the outstanding Talecris common stock, has entered into an agreement with Grifols, subject to conditions, to vote its Talecris shares in favor of the transaction.

Under the terms of the definitive merger agreement with Grifols, we are permitted to offer retention amounts up to a total of $15.0 million to employees. As of December 31, 2010, we have offered retention amounts totaling approximately $10.2 million to employees, of which $2.9 million was paid during 2010 and the remaining amounts are expected to be paid in 2011, subject to the terms of the retention agreements. We incurred retention expenses, including fringe benefits, of $6.9 million during the year ended December 31, 2010. The remaining retention amounts will likely be recognized ratably through the second quarter of 2011.

We have entered into agreements with investment bankers related to our definitive merger agreement with Grifols. We incurred fees totaling $2.5 million under these agreements during 2010. During the year ended December 31, 2010, we also incurred legal, accounting, and other fees of $18.3 million associated with the merger. We are obligated to pay additional fees totaling $21.3 million upon successful closing of the merger transaction.

4.   Initial Public Offering and Use of Proceeds

On October 6, 2009, we completed our IPO of 56,000,000 shares of our common stock, par value $0.01 per share, at an offering price of $19.00 per share. Our IPO included 28,947,368 shares newly issued and sold by us and 27,052,632 shares sold by the selling stockholder, Talecris Holdings, LLC, including 6,000,000 shares sold by the selling stockholder pursuant to the underwriters’ option to purchase additional shares. After deducting the payment of underwriters’ discounts and commissions, the net primary proceeds to us from the sale of shares in our IPO were approximately $519.7 million, which we used to repay $389.8 million and $129.9 million of principal under our First and Second Lien Term Loans, respectively. We did not receive any proceeds from the sale of shares by the selling stockholder. In addition to the $30.3 million of underwriters’ discounts and commissions deducted from the offering proceeds, we incurred other offering

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costs of $3.9 million, of which $1.3 million is included in SG&A in our consolidated income statement for the year ended December 31, 2009 and $2.6 million is included as a reduction of additional paid-in capital on our December 31, 2009 consolidated balance sheet. At December 31, 2009, approximately $0.2 million of accrued offering expenses were payable to underwriters.

5.   Definitive Merger Agreement with CSL Limited (CSL)

On August 12, 2008, we entered into a definitive merger agreement with CSL, under which CSL agreed to acquire us for cash consideration of $3.1 billion, less net debt, as defined. The closing of the transaction was subject to the receipt of certain regulatory approvals as well as other customary conditions. The U.S. Federal Trade Commission filed an administrative complaint before the Commission challenging the merger and a complaint in Federal district court seeking to enjoin the merger during the administrative process. On June 8, 2009, the merger parties agreed to terminate the definitive merger agreement. CSL paid us a merger termination fee of $75.0 million, which is included as other non-operating income in our consolidated income statement for the year ended December 31, 2009. The U.S. Federal Trade Commission’s complaints were subsequently dismissed.

In consideration of the definitive merger agreement with CSL, our board of directors approved a retention program in August 2008 for an amount up to $20.0 million. We recorded retention expense of $8.2 million and $5.1 million, excluding fringe benefit, during the years ended December 31, 2009 and 2008, respectively. We classified the cost of this retention program consistent with each recipient’s salary. We made payments of approximately $13.3 million under this retention program during 2009. No further payments are due.

6.   Business Acquisitions

In November 2006, we entered into an Asset Purchase Agreement (APA) with International BioResources, L.L.C. and affiliated entities (IBR) pursuant to which we acquired certain assets and assumed certain liabilities from IBR. The APA was subsequently amended in June 2007 to provide for the acceleration of all milestones and other amounts owed to IBR under the contingent consideration provision of the APA, and as a result, we issued 2,146,232 shares of our common stock to IBR in June 2007. IBR had the right to put the shares of our common stock back to us for cash ($15.61 per common share) under certain circumstances prior to June 30, 2008. IBR was entitled to interest at a rate of 8% per annum from the issuance date of the shares through December 31, 2007. In January 2008, IBR exercised their put right, as amended, for 1,185,232 common shares, which we repurchased in February 2008. In March 2008, IBR exercised their put right, as amended, for the remaining 961,000 common shares, which we repurchased in April 2008. The repurchased shares were retired and the embedded put feature was cancelled.

The following table summarizes our purchase accounting for plasma collection centers acquired from IBR under the June 2007 Agreement. The plasma collection centers were acquired to support our plasma

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supply vertical integration strategy. The plasma collection centers’ results of operations have been included in our consolidated financial statements from their respective date of acquisition.

	Years Ended December 31,
	2009			2008
Payments at closing	$	5,181		$	2,147
Notes receivable and other advances		44,540			10,430
Performance incentive payments		837			843
Allocable portion of accelerated contingent consideration		6,020			2,580
Transaction costs		—			56
Total purchase price	$	56,578		$	16,056
Cash and cash equivalents	$	62		$	21
Inventory		5,416			1,778
Other current assets		183			—
Property, plant, and equipment		10,181			1,814
Intangible assets- regulatory licenses		3,860			840
Goodwill		37,060			11,643
Total assets acquired		56,762			16,096
Current liabilities assumed		(184	)		(40	)
Total purchase price	$	56,578		$	16,056
Number of plasma collection centers acquired		12			3

The purchase price for the plasma collection centers acquired from IBR during 2009 and 2008 consisted of various loans and advances made to IBR and performance incentive payments for achieving certain milestones related to the timing of plasma collection center openings. The purchase price also includes the allocable portion of accelerated contingent consideration due to IBR as discussed above. We have no further financing commitments to IBR under the terms of our June 2007 Agreement.

7.   Goodwill and Intangible Assets

There were no changes to the carrying amount of goodwill for the year ended December 31, 2010. Changes to the carrying amount of goodwill for the year ended December 31, 2009 were as follows:

Balance at December 31, 2008	$	135,800
Acquisitions of plasma collection centers from IBR		37,060
Balance at December 31, 2009	$	172,860

Additional information regarding our business acquisitions is included in Note 6, “Business Acquisitions.”

We assess goodwill for impairment annually as of December 31, or more frequently if events and circumstances indicate that impairment may have occurred. The impairment test requires us to allocate goodwill to our reporting units and estimate the fair value of the reporting units that contain goodwill. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and we proceed to step two of the impairment analysis. In step two of the analysis, we would record

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an impairment loss determined by the excess of the carrying amount of the reporting unit’s goodwill over its implied fair value.

We have assessed goodwill at the reporting unit level. We allocated our Company’s enterprise value to our reporting units based upon their relative contributions to one of our principal operating performance measures, adjusted EBITDA. We determined that the allocated fair value of the reporting unit exceeded its carrying value, and as a result, no adjustment to our recorded goodwill was required at December 31, 2010. Additional information regarding the use of non-GAAP financial measures is included in Note 12, “Long-Term Debt and Capital Lease Obligations.”

At December 31, 2010 and 2009, we had $10.9 million of intangible assets recorded on our consolidated balance sheet, all of which were indefinite-lived regulatory licenses associated with our plasma collection centers. We performed our annual impairment testing of indefinite-lived intangible assets as of December 31, 2010, which resulted in no impairment of the recorded amounts.

8.   Collaborative and Other Agreements

Supply and Service Agreement

We have a Supply and Service Agreement, as amended, through 2012 to provide albumin to an unaffiliated third party, which is used in conjunction with a proprietary product manufactured by them. We earn a commission on sales of the third party’s product at a fixed rate which depends on the territory where the product is sold, as defined in the agreement. We also provide regulatory support as required. We earned commissions of $6.6 million, $5.5 million, and $8.6 million under this agreement for the years ended December 31, 2010, 2009, and 2008, respectively, which have been recorded in other net revenue in our consolidated income statements.

Settlement Agreement

We were co-plaintiff along with Bayer Healthcare (Bayer) in patent litigation in the United States District Court for the District of Delaware against Baxter International Inc. and Baxter Healthcare (collectively, Baxter) in which, we, as exclusive licensee of Bayer’s U.S. Patent No. 6,686,191 (the ‘191 patent), alleged that Baxter by its manufacture and importation of its liquid IGIV product, Gammagard Liquid, had infringed the ‘191 patent. Pursuant to a Settlement Agreement with Baxter, Baxter will pay us an amount comprising 1.2% of Baxter’s net sales in the United States of Gammagard Liquid and any other product sold by Baxter or an affiliate in the United States under a different brand name that is a liquid intravenous immunoglobulin through August 2011. Thereafter, until expiration of the ‘191 patent, Baxter will continue to owe the same amount in royalties if Baxter continues to use the licensed technologies under a separate Sublicense Agreement. During the years ended December 31, 2010, 2009, and 2008, we recorded $10.0 million, $10.6 million, and $8.7 million, respectively, of fees from Baxter within other net revenue in our consolidated income statements.

Licensed Technology

We licensed certain technology related to the formulation of one of our products to an unaffiliated third party. As consideration for the technology transfer, we received an upfront licensing fee of $4.0 million during 2007, of which 33% is refundable under certain conditions. We recognized $2.6 million of the licensing fee during 2008 as a result of the completion of a portion of our performance obligations, which we recorded within other net revenue in our consolidated income statement. The remaining portion has been deferred on our consolidated balance sheets at December 31, 2010 and 2009. We will recognize the remaining portion of the deferred licensing fee once our remaining performance obligations have been completed. Under the terms of this agreement, we will also receive royalty payments from this third party, which escalates with volume.

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During the years ended December 31, 2010, 2009 and 2008, we recorded $2.0 million, $1.6 million and $1.1 million of royalties under this agreement within other net revenue in our consolidated income statements.

9.   Inventories and Cost of Goods Sold

Inventories consisted of the following:

	December 31,
	2010		2009
Raw material	$	184,664	$	171,866
Work-in-process		346,086		312,178
Finished goods		163,749		160,010
Total inventories	$	694,499	$	644,054

Our raw material inventories include unlicensed plasma and related testing costs of $2.6 million and $7.6 million at December 31, 2010 and 2009, respectively, which we believe are realizable.

Unabsorbed Talecris Plasma Resources, Inc. (TPR) Infrastructure and Start-Up Costs

Our cost of goods sold includes $6.6 million, $44.0 million, and $98.5 million for the years ended December 31, 2010, 2009, and 2008, respectively, related to unabsorbed TPR infrastructure and start-up costs associated with the development of our plasma collection center platform. The reduction in unabsorbed TPR infrastructure and start-up costs resulted primarily from the maturation of our plasma collection center platform.

Plasma Center current Good Manufacturing Practices (cGMP) Issue

During the first and second quarters of 2008, we incurred charges to cost of goods sold of $16.3 million and $7.0 million, respectively, due to deviations from our standard operating procedures and cGMP at one of our plasma collection centers. Our preliminary investigations concluded that the deviations from our standard operating procedures and cGMP resulted in impairments to the related raw material and work-in-process inventories as we concluded there was no probable future economic benefit related to the impacted inventories. Subsequently, due to further investigations and new facts and circumstances, we determined that certain impacted inventories were saleable. We record recoveries directly to cost of goods sold after the impacted material is converted into final products and sold to third parties. During the years ended December 31, 2009 and 2008, we recorded recoveries of $1.9 million and $17.5 million, respectively. For the year ended December 31, 2008, recoveries totaled $17.5 million, resulting in a net provision of $5.8 million for 2008. During the year ended December 31, 2010, recoveries were not significant.

Customer Settlement

We settled a dispute with a customer in September 2007 regarding intermediate material manufactured by us, which is used by this customer in their manufacturing process. We recorded a charge to cost of goods sold of $7.9 million during the year ended December 31, 2007 for inventory impairment related to this material, which we recovered in its entirety during 2008 as the related material was determined to be saleable, converted into final product, and sold to other customers. During 2008, we recorded an additional inventory provision of $2.6 million related to this dispute for products held in Europe, for which we recovered $0.8 million and $1.8 million during 2009 and 2008, respectively, as the impacted material was determined to be saleable, converted into final product, and sold to other customers.

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10.   Property, Plant, and Equipment, net

Property, plant, and equipment, net, consisted of the following:

	December 31,
	2010			2009
Land	$	4,136		$	4,136
Buildings and improvements		88,652			68,417
Machinery and equipment		143,813			102,887
Furniture and fixtures		7,377			5,492
Computer hardware and software		64,729			54,761
Capital leases of buildings		8,704			8,374
		317,411			244,067
Less: accumulated depreciation and amortization		(95,319	)		(62,463	)
		222,092			181,604
Construction in progress		160,701			85,595
Total property, plant, and equipment, net	$	382,793		$	267,199

Depreciation expense was $36.0 million, $28.8 million, and $20.1 million for the years ended December 31, 2010, 2009, and 2008, respectively.

During 2009 and 2008, we recorded impairment charges of $3.1 million and $3.6 million, respectively, primarily within cost of goods sold in our consolidated income statements related primarily to capital lease assets and leasehold improvements at certain of our plasma collection centers which were closed or were under development and we no longer plan to open. No material impairment charges related to property, plant, and equipment were recorded during 2010.

11.   Investment in Affiliate

We have a 30% interest in the Class 1 common stock of Centric Health Resources, Inc. (Centric). Our investment in Centric is accounted for using the equity method of accounting based on our assessment that our interest allows us to exercise significant influence, but not control. Under the equity method, our investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of Centric as they occur. Our recognition of losses is limited to the extent of our investment in, advances to, and commitments for the investment.

Centric provides services in the management of our Prolastin and Gamunex Direct programs. In this capacity, Centric provides warehousing, order fulfillment, distribution, home infusion, and customer relationship services for us primarily related to our U.S. sales of Prolastin/Prolastin-C A1PI. Centric maintains inventory on our behalf which they utilize to fill customer orders. Centric also provides services to us in collecting accounts receivable for sales made under the Prolastin and Gamunex Direct programs. We provide Centric a fee for each unit of product provided to patients which escalates with volume. The total fees for such services for the years ended December 31, 2010, 2009, and 2008 were $22.9 million, $20.3 million, $17.5 million, respectively. The majority of these fees are recorded within cost of goods sold in our consolidated income statements. The value of the finished goods inventories that Centric held on our behalf was $8.0 million and $7.1 million at December 31, 2010 and 2009, respectively.

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Notes to Consolidated Financial Statements — (Continued)

12.   Long-Term Debt and Capital Lease Obligations

We were obligated under the following debt instruments:

	December 31,
	2010			2009
7.75% Notes	$	600,000		$	600,000
Discount on 7.75% Notes		(3,379	)		(3,954	)
Revolving credit facility		—			—
Capital lease obligations		9,540			9,961
Total debt and capital lease obligations		606,161			606,007
Less: current maturities		(860	)		(740	)
Long-term debt and capital lease obligations, net of current maturities	$	605,301		$	605,267

7.75% Unsecured Senior Notes, due November 15, 2016

On October 21, 2009, we completed the issuance of $600.0 million, 7.75% Senior Notes, due November 15, 2016, at a price of 99.321% of par, in a private placement to certain qualified institutional buyers. The 7.75% Notes yield 7.875% to maturity and pay interest semi-annually on May 15 and November 15 to holders of record on the immediately preceding May 1 and November 1, respectively. The 7.75% Notes are guaranteed on a senior unsecured basis by our existing and future domestic subsidiaries. Except as described below, we will not be entitled to redeem the 7.75% Notes at our option prior to November 12, 2012.

We may redeem some or all of the 7.75% Notes, at our option, at any time on or after November 12, 2012, 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 7.75% Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 15 of the years indicated below:

Fiscal Year	Percentage
2012		103.875	%
2013		102.583	%
2014		101.292	%
2015 and thereafter		100.000	%

In addition, at any time during each twelve-month period ending on November 15, 2010, 2011, and 2012, we may redeem up to 10% of the originally issued principal amount of the 7.75% Notes at a redemption price of 103% of the principal amount of the 7.75% Notes redeemed plus accrued and unpaid interest and additional interest, if any, to the redemption date, subject to the rights of the holders of the 7.75% Notes on the relevant record date to receive interest due on the relevant interest payment date. No principal amounts were redeemed during 2010.

At any time, or from time to time, on or prior to November 15, 2012, we may, at our option, redeem up to 35% of the aggregate principal amount of the 7.75% Notes issued under the indenture with the net cash proceeds to us of certain equity offerings at a redemption price equal to 107.75% of the principal amount of the 7.75% Notes plus accrued and unpaid interest and additional interest, if any, to the applicable redemption date, provided that at least 65% of the aggregate principal amount of the 7.75% Notes originally issued remains outstanding immediately after such redemption and the redemption occurs within 90 days of the date of the closing of such equity offering.

Under the Make-Whole redemption feature, we may redeem 100% of the principal plus a premium as defined under the indenture (computed using a discount rate equal to the U.S. Treasury rate as of such

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Notes to Consolidated Financial Statements — (Continued)

redemption date plus 0.50%), plus accrued and unpaid interest and additional interest, if any, prior to November 15, 2012, with respect to some or all of the 7.75% Notes, subject to the rights of the holders on the relevant record date to receive interest due on the relevant interest payment date.

We are not required to make mandatory redemption or sinking fund payments with respect to the 7.75% Notes.

Upon a change of control, the 7.75% Notes are puttable at 101% of principal plus accrued and unpaid interest and additional interest, if any.

We may incur additional indebtedness and our subsidiary guarantors may also incur additional indebtedness if our Fixed Charge Coverage Ratio for our most recently ended four full fiscal quarters immediately preceding the date on which such additional indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis.

The indenture contains certain covenants limiting, subject to exceptions, carve-outs and qualifications, our ability and our restricted subsidiaries’ ability to: (i) sell assets; (ii) pay distributions on, redeem or repurchase its capital stock or redeem or repurchase its subordinated debt; (iii) make certain investments; (iv) incur or guarantee additional indebtedness or issue preferred stock; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; (vii) engage in certain sale and leaseback transactions; (viii) engage in certain transactions with affiliates; (ix) transfer or dispose of the capital stock of the restricted subsidiary to persons other than us or our restricted subsidiaries; and (x) create unrestricted subsidiaries. The indenture also contains certain customary events of default.

On July 19, 2010, we exchanged all of our then outstanding 7.75% Notes for similar 7.75% Notes that were registered under the Securities Act. This exchange did not impact our capitalization.

Revolving Credit Facility

We have a $325.0 million asset-based credit agreement administered by Wachovia Bank, N.A., an affiliate of Wells Fargo Securities, which was amended on October 15, 2009 as described below. We use our available cash balances to repay amounts outstanding under our revolving credit facility. We deposit any excess amounts into an overnight investment account. Outstanding principal under this facility is due and payable on the maturity date of December 6, 2011. As such, any future outstanding balances will likely be recorded as current liabilities. At December 31, 2010, $2.4 million was being utilized for letters of credit and $322.6 million was unused and available. The letters of credit were used as security for utilities, insurance, and third party warehousing.

Borrowings under this facility bear interest at a rate based upon either the ABR or LIBOR, at our option, plus applicable margins based upon borrowing availability. The ABR represents the greater of the Federal Funds Effective Rate plus 0.50% or the Prime Rate. Interest accrues on the revolving credit facility at the ABR plus 0.25-0.75% or LIBOR plus 1.50-2.00%. For the years ended December 31, 2010, 2009, and 2008, the weighted average interest rates of our revolving credit facility were 3.50%, 2.79%, and 4.79%, respectively. No amounts were outstanding under the revolving credit facility at December 31, 2010 and 2009.

The revolving credit facility is secured by a Pledge and Security Agreement dated December 6, 2006 under which substantially all of our personal property, including real estate, manufacturing equipment, accounts receivable, inventory, and stock are pledged as security, each as defined within the agreement.

The revolving credit facility contains default provisions, and, pursuant to the October 15, 2009 amendment described below, imposes restrictions on annual capital expenditures if our leverage ratio is 2.00 to 1.00 or less, and contains a financial covenant which requires us to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 if our borrowing availability based on eligible collateral is less than $48.75 million.

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Notes to Consolidated Financial Statements — (Continued)

The revolving credit facility defines certain terms in calculating covenant ratios, including adjusted EBITDA and Indebtedness.

The borrowing base under our revolving credit facility is based on our accounts receivable and inventory, and is calculated as (i) 85% of our eligible accounts receivable plus (ii) the lesser of (a) 65% of our eligible inventory (valued on a first-in-first-out basis), (b) 85% of the net orderly liquidation value of our eligible inventory as determined by a recent appraisal, and (c) $300 million. Only up to $100 million may be advanced to us based on the value of our work-in-process inventory (with “filled-not-packed” and “packed-not-released” inventory being considered finished goods inventory). From time to time, the collateral agent under the revolving credit facility may modify our eligibility standards, establish or adjust reserves, or reduce one or more of the other elements used in computing the borrowing base.

On October 15, 2009, we entered into an amendment to the revolving credit facility dated as of October 12, 2009. The revolving credit facility, as amended, permitted the 7.75% Notes, described above, to be issued as long as the First and Second Lien Term Loan Credit Agreements were terminated in connection with the offering of the 7.75% Notes. The amendment also (i) increases the covenant baskets for permitted acquisitions to $250 million, (ii) permits the payment of cash dividends commencing with the first fiscal quarter of 2010 if certain conditions are met as described below, and (iii) increases our capital expenditure baskets so that we will be permitted to make capital expenditures of up to $225 million in each of 2010 and 2011. Moreover, pursuant to the amendments, we are not subject to any limitation on our capital expenditures in any fiscal year if our leverage ratio, as defined, as of the end of the fiscal year most recently ended was less than or equal to 2.00 to 1.00. Minimum availability tests under the revolving credit facility were also increased from $32.5 million to $48.75 million in connection with the amendment.

Our revolving credit facility, as amended, permits the payment of cash dividends to holders of our common stock commencing with the first fiscal quarter of 2010, so long as (i) the leverage ratio determined as of the end of the immediately preceding fiscal quarter for the then most recently completed four fiscal quarters, is equal to or less than 2.00 to 1.00 and (ii) the minimum pro forma availability as of the date of such dividend (after giving effect to such cash dividend, the funding of all revolving loans, and the issuance of all letters of credit to be funded or issued as of such date) is not less than $48.75 million; provided that, the aggregate amount of restricted payments shall not exceed 50% of Net Income during the period from October 1, 2009 to the end of the most recently ended fiscal quarter as of the date of the restricted payment.

First and Second Lien Term Loans

Our First and Second Lien Term Loans were repaid in full and terminated as a result of the application of the net proceeds to us from our October 6, 2009 IPO and the issuance of our 7.75% Notes on October 21, 2009. The weighted average annualized interest rates on the First Lien Term Loan were 4.66% and 6.60% for the years ended December 31, 2009 and 2008, respectively, and the weighted average annualized interest rates on the Second Lien Term Loan were 7.68% and 9.63% for the years ended December 31, 2009 and 2008, respectively.

Financial Impact of IPO and Refinancing Transactions

The following table summarizes the changes to our indebtedness during 2009, including the impact from the application of the net proceeds to us of $519.7 million from our IPO discussed in Note 4, “Initial Public

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Notes to Consolidated Financial Statements — (Continued)

Offering and Use of Proceeds,” and the net proceeds to us of $583.9 million from the refinancing transactions discussed below:

									October 21,
	December 31,		2009 Net			October 6,			2009					December 31,
	2008		Repayments			2009 IPO			Refinancing			Amortization		2009
Revolving Credit Facility	$	179,941	$	(124,348	)	$	—		$	(55,593	)	$	—	$	—
First Lien Term Loan		686,000		(5,250	)		(389,812	)		(290,938	)		—		—
Second Lien Term Loan		330,000		—			(129,937	)		(200,063	)		—		—
7.75% Notes		—		—			—			600,000			—		600,000
Discount on 7.75% Notes		—		—			—			(4,074	)		120		(3,954	)
Total indebtedness	$	1,195,941	$	(129,598	)	$	(519,749	)	$	49,332		$	120	$	596,046

In addition to the debt principal repayments in the preceding table, we used $28.7 million of the net proceeds to us from the issuance of the 7.75% Notes to settle and terminate certain interest rate swap contracts with a notional amount of $390.0 million and $8.6 million to pay accrued interest associated with our then outstanding First and Second Lien Term Loans. In addition to the $4.1 million of discounts on the 7.75% Notes disclosed in the table above, approximately $12.0 million of commissions were deducted from the gross issuance proceeds. Subsequently, we paid $6.1 million to settle and terminate our remaining interest rate swap contract with a notional amount of $50.0 million.

As a result of the IPO and refinancing transactions, we recognized a charge during the fourth quarter of 2009 of $12.1 million to write-off previously deferred debt issuance costs related to our First and Second Lien Term Loans and $30.9 million related to costs associated with the settlement and termination of our interest rate swap contracts. These charges, which totaled $43.0 million, were recorded within other non-operating expense, net, in our consolidated income statement for the year ended December 31, 2009. We capitalized $14.9 million of debt issuance costs associated with the issuance of the 7.75% Notes and the revolving credit facility amendment. We incurred other costs related to our IPO of $3.9 million, of which $1.3 million is included within SG&A in our consolidated income statement for the year ended December 31, 2009 and $2.6 million is included as a reduction of additional paid-in capital on our December 31, 2009 consolidated balance sheet. The following table summarizes changes in deferred debt issuance costs during the year ended December 31, 2009:

						Newly
						Capitalized
	December 31,					Debt Issuance					December 31,
	2008		Charges			Costs		Amortization			2009
Revolving Credit Facility	$	3,014	$	—		$	1,545	$	(1,041	)	$	3,518
First Lien Term Loan		9,629		(8,054	)		—		(1,575	)		—
Second Lien Term Loan		4,744		(4,087	)		—		(657	)		—
7.75% Notes		—		—			13,334		(392	)		12,942
Total deferred debt issuance costs	$	17,387	$	(12,141	)	$	14,879	$	(3,665	)	$	16,460

Deferred debt issuance costs are recorded within other long-term assets on our consolidated balance sheets and are amortized to interest expense, net, in our consolidated income statements on a straight-line basis, which approximates the effective yield amortization method, over the term of the related credit facility.

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Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Interest Rate Swaps and Caps

During 2009, we used $28.7 million of the net proceeds to us from the issuance of our 7.75% Notes to settle and terminate certain interest rate swap contracts with a notional amount of $390.0 million. Subsequently, we paid $6.1 million to settle and terminate our remaining interest rate swap contract with a notional amount of $50.0 million. As a result of the settlement and termination of these interest rate swap contracts, we recognized a charge of $30.9 million (approximately $18.9 million after tax) during the year ended December 31, 2009 within total other non-operating expense, net, in our consolidated income statement. At December 31, 2008, approximately $23.3 million, net of taxes, was recorded in accumulated other comprehensive loss, related to our interest rate swap contracts. As a result of their settlement and termination, we reclassified $23.3 million out of accumulated other comprehensive loss to loss on extinguishment of debt within total other non-operating expense, net, in our consolidated income statement for the year ended December 31, 2009.

At December 31, 2009, we had two interest rate cap contracts with a notional principal amount of $175.0 million outstanding for which the cap rate of 6.00% was significantly higher than prevailing market interest rates; therefore, the fair market value was zero. The interest rate caps matured in February of 2010.

Additional Information Regarding Our Financial Covenants

The lenders under our revolving credit facility use adjusted EBITDA as the basis of calculation of our compliance with our Leverage Ratio (Total Debt divided by the last twelve months’ adjusted EBITDA) and Interest Coverage Ratio (last twelve months’ adjusted EBITDA divided by Cash Interest Expense). Both the Leverage Ratio and the Interest Coverage Ratio are measures our lenders use to monitor our performance and ability to generate positive cash flows.

Adjusted EBITDA is defined in our revolving credit facility as net income plus interest expense, depreciation and amortization, income taxes, and other adjustments. Other adjustments include, but are not limited to, the following to the extent that they are included in net income:

•  Write offs, write-downs, asset revaluations and other non-cash charges, losses, and expenses, including non-cash equity compensation expense;

•  Impairments of intangibles and goodwill;

•  Extraordinary gains and losses;

•  Fees paid pursuant to our Management Agreement, as amended, with Talecris Holdings, LLC, which was terminated in connection with our IPO;

•  Fees and expenses incurred in connection with transactions and permitted acquisitions and investments;

•  Extraordinary, unusual, or non-recurring charges and expenses including transition, restructuring, and “carve-out” expenses;

•  Legal, accounting, consulting, and other expenses relating to potential or actual issuances of equity interests, including an initial public offering of common stock;

•  Costs associated with our Special Recognition Bonuses; and

•  Other items.

In addition to our lenders, adjusted EBITDA is used by our management and the compensation committee of our Board of Directors.

Our management uses adjusted EBITDA as one of our primary financial performance measures in the day-to-day oversight of our business to, among other things, allocate financial and human resources across our

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Notes to Consolidated Financial Statements — (Continued)

organization, determine appropriate levels of capital investment and research and development spending, determine staffing needs and develop hiring plans, manage our plants’ production plans, and assess appropriate levels of sales and marketing initiatives. Our management uses adjusted EBITDA in its decision making because this supplemental operating performance measure facilitates internal comparisons to historical operating results and external comparisons to competitors’ historical operating results by eliminating various income and expense items which are either not part of operating income or may vary significantly when comparing our results among the periods presented to our competitors or other companies.

The compensation committee of our Board of Directors uses adjusted EBITDA as a financial performance objective because it is one of our primary financial performance measures used in the day-to-day oversight of our business to, among other things, allocate financial and human resources across our organization, determine appropriate levels of capital investment and research and development spending, determine staffing needs and develop hiring plans, manage our plants’ production plans, and assess appropriate levels of sales and marketing initiatives. In order to motivate top performance by our executives, we establish a target level for each of the various performance criteria that is high enough that there is no certainty it is achievable. The target level for any performance criterion changes from year to year. These target performance levels reflect challenges with respect to various factors such as sales volume and pricing, cost control, working capital management, plasma platform objectives, R&D objectives and sales and marketing objectives, among others. Our compensation committee has discretion to adjust the actual results related to the performance targets positively or negatively for items which, in the opinion of the compensation committee, were not reasonably within management’s control. The compensation committee also evaluates the manner in which actual results were achieved to determine if unusual actions or risks were taken that would impact or manipulate the results.

13.   Income Taxes

Components of our provision for income taxes are as follows:

	Years Ended December 31,
	2010			2009		2008
Current provision:
Federal	$	58,907		$	68,960	$	28,639
State and local		5,418			3,421		4,590
Foreign		1,793			1,348		1,776
Total current provision		66,118			73,729		35,005
Deferred provision:
Federal		12,366			69		7
State and local		(105	)		1,210		1,582
Total deferred provision		12,261			1,279		1,589
Provision for income taxes	$	78,379		$	75,008	$	36,594

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Notes to Consolidated Financial Statements — (Continued)

A reconciliation of expected income tax expense at the U.S. Federal rate of 35% to actual income tax expense is as follows:

	Years Ended December 31,
	2010			2009			2008
Amount computed at statutory rate	$	85,556		$	80,114		$	35,837
State income taxes (net of Federal benefit)		7,040			4,291			4,059
Research and development credits		(11,426	)		(7,732	)		(4,052	)
State tax credits (net of Federal benefit)		(1,607	)		(871	)		(600	)
Federal benefit of tax deductions for qualified production activities		(6,080	)		(2,764	)		(2,037	)
Capitalized transaction costs		6,800			(2,352	)		584
Nondeductible meals and entertainment expenses		671			504			425
Other		(2,575	)		3,818			2,378
Provision for income taxes	$	78,379		$	75,008		$	36,594

We calculate a provision for, or benefit from, income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The major components of our deferred tax assets and liabilities are as follows:

	December 31,
	2010			2009
Current:
Deferred income tax assets:
Allowances on accounts receivable	$	8,074		$	11,020
Inventories		32,026			23,928
Revenue recognition		1,455			7,857
Stock-based compensation		23,855			30,952
Deferred bonuses		4,200			4,617
Accrued expenses		21,994			4,568
State tax credit carry-forward		3,335			3,195
Other		2,341			3,543
Total deferred income tax assets		97,280			89,680
Deferred income tax liabilities:
Other liabilities		(687	)		(1,028	)
Total deferred income tax liabilities		(687	)		(1,028	)
Net current deferred income tax assets	$	96,593		$	88,652

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Notes to Consolidated Financial Statements — (Continued)

	December 31,
	2010			2009
Non-current:
Deferred income tax assets:
Property, plant, and equipment	$	—		$	14,170
Other		459			252
Total deferred income tax assets		459			14,422
Deferred income tax liabilities:
Property, plant, and equipment		(1,292	)		—
Intangibles		(13,599	)		(8,574	)
Total deferred income tax liabilities		(14,891	)		(8,574	)
Net non-current deferred income tax (liabilities) assets	$	(14,432	)	$	5,848
Net deferred income tax assets	$	82,161		$	94,500

We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with future taxable income, and ongoing prudent and feasible tax planning strategies.

We have not provided for U.S. Federal income and foreign withholding taxes on our non-U.S. subsidiaries’ cumulative undistributed earnings of approximately $13.2 million as of December 31, 2010 as such earnings are intended to be reinvested outside of the U.S. indefinitely. It is not practicable to estimate the amount of tax that might be payable if some or all of such earnings were to be remitted, and foreign tax credits would be available to reduce or eliminate the resulting U.S. income tax liability.

At December 31, 2010 we had state tax credit carryforwards of $5.1 million that will start expiring in 2015. Our ability to offset future taxable income with tax credit carryforwards may be limited in certain circumstances, including changes in ownership.

The following table summarizes activity related to our gross unrecognized tax positions:

Unrecognized tax benefits at December 31, 2007	$	6,885
Additions for tax positions taken in the current year		3,626
Reductions for tax positions taken in a prior year		(521	)
Unrecognized tax benefits at December 31, 2008		9,990
Additions for tax positions taken during a prior year		3,899
Reductions for tax positions taken in a prior year		(1,642	)
Unrecognized tax benefits at December 31, 2009		12,247
Additions for tax positions taken in the current year		2,485
Reductions for tax positions taken in a prior year		(5,908	)
Unrecognized tax benefits at December 31, 2010	$	8,824

As of December 31, 2010, our total gross unrecognized tax benefits were approximately $8.8 million, of which approximately $5.8 million would reduce our effective income tax rate if recognized. Interest and penalties related to unrecognized tax benefits are included in income tax expense. No material interest or penalties were incurred during the years presented.

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Notes to Consolidated Financial Statements — (Continued)

The IRS exam of the 2005, 2006, and 2007 tax years is effectively settled as the Joint Committee on Taxation has completed its review of our position and has agreed not to take exception to the refund approved by the Internal Revenue Service in its report dated June 2009. The favorable resolution of this matter resulted in a release of $4.7 million gross unrecognized tax benefits.

We have analyzed our filing positions for all open years in all significant Federal, state, and foreign jurisdictions where we are required to file income tax returns. The periods subject to examination by the major tax jurisdictions where we conduct business are tax periods 2005 through 2010.

14.   Commitments and Contingencies

Leases

We lease office buildings, plasma collection centers, refrigerated storage, furniture, machinery, computer equipment, and miscellaneous equipment under leasing agreements. The majority of our leases are operating leases. In addition to rent, certain of our leases require us to pay directly for taxes, insurance, maintenance, and other operating expenses. Future minimum lease payments required under our capital leases and non-cancellable operating leases as of December 31, 2010 are as follows:

				Non-Cancellable
				Operating
	Capital			Leases
2011	$	1,814		$	17,427
2012		1,836			14,614
2013		1,862			10,246
2014		1,830			8,921
2015		1,729			7,016
Thereafter		4,845			27,198
Total future minimum lease payments		13,916		$	85,422
Less: amounts representing interest		(4,376	)
Present value of net minimum lease payments		9,540
Less: current portion of capital lease obligations		(860	)
Total	$	8,680

In the preceding table, the future minimum annual rentals payable under non-cancellable leases denominated in foreign currencies have been calculated based upon the December 31, 2010 foreign currency exchange rates. Rental cost was approximately $18.2 million, $16.6 million, and $14.8 million for the years ended December 31, 2010, 2009, and 2008, respectively.

Employment Agreements

We have employment agreements and offer letters with certain of our employees which require payments generally ranging from 100% to 150% of the employee’s annual compensation if employment is terminated not for cause by us, or by the employee, for good reason, as defined. Certain of these arrangements also include provisions for payments of bonuses under our annual incentive plan and the vesting of equity awards, as well as other customary payments, such as accrued personal days, bonuses, continuing benefits, and outplacement services. In the event of a change of control of the Company, our share-based compensation plans permit accelerated vesting of awards under defined circumstances.

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Notes to Consolidated Financial Statements — (Continued)

Customer Commitments

We have supply agreements with some of our customers which require us to provide certain minimum quantities of our products for various periods. At December 31, 2010, we currently anticipate being able to fill these supply agreements in the foreseeable future and we do not consider our potential exposure for unfilled customer orders to be material.

Litigation

We are involved in various legal and regulatory proceedings that arise in the ordinary course of business. We record accruals for such contingencies to the extent that we conclude that their occurrence is both probable and estimable. We consider many factors in making these assessments, including the professional judgment of experienced members of management and our legal counsel. We have estimated the likelihood of unfavorable outcomes and the amounts of such potential losses. In our opinion, the ultimate outcome of these proceedings and claims is not anticipated to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. However, the ultimate outcome of litigation is unpredictable and actual results could be materially different from our estimates. We record anticipated recoveries under applicable insurance contracts when we are assured of recovery.

National Genetics Institute/Baxter Healthcare Corporation Litigation

In May 2008, Baxter Healthcare Corporation (Baxter) and National Genetics Institute (NGI), a wholly-owned subsidiary of Laboratory Corporation of America, filed a complaint in the U.S. District Court for the Eastern District of North Carolina, alleging that we infringed U.S. Patent Nos. 5,780,222, 6,063,563, and 6,566,052. They subsequently withdrew and re-filed the case in November 2008. The patents deal primarily with a method of screening large numbers of biological samples utilizing various pooling and matrix array strategies, and the complaint alleges that the patents are owned by Baxter and exclusively licensed to NGI. In November 2008, we filed our answer to their complaint, asserting anti-trust and other counterclaims, and filed a request for re-examination of the patents with the Patent and Trademark Office (PTO), which was subsequently granted. The case was settled effective October 1, 2010, with us paying $3.9 million to NGI, which was accrued in 2009, and us receiving a paid-up license to the technology subject to the disputed patents and the parties dismissing their claims and counterclaims.

Plasma Centers of America, LLC and G&M Crandall Limited Family Partnership

We had a three year Amended and Restated Plasma Sale/Purchase Agreement with Plasma Centers of America, LLC (PCA) under which we were required to purchase annual minimum quantities of plasma from plasma collection centers approved by us, including the prepayment of 90% for unlicensed plasma. We were also committed to finance the development of up to eight plasma collection centers, which were to be used to source plasma for us. Under the terms of the agreement, we had a conditional obligation to purchase such centers for a sum determined by a formula set forth in the agreement. We provided $3.2 million in financing, including accrued interest, related to the development of such centers, and we advanced payment of $1.0 million for unlicensed plasma. We recorded a provision within SG&A during 2008 related to these loans and advances.

In August 2008, we notified PCA that they were in breach of the Amended and Restated Plasma Sale/Purchase Agreement. We terminated the agreement in September 2008. In November 2008, TPR filed suit in federal court in Raleigh against the G&M Crandall Limited Family Partnership and its individual partners as guarantors of obligations of PCA. We were served in January 2009 in parallel state action by PCA, alleging breach of contract by TPR. The federal case has been stayed. On December 13, 2010, a jury in the state court case rendered a verdict in the amount of $37.0 million in favor of PCA against TPR in a breach of contract claim, which was confirmed by the court in post trial motions. We intend to appeal. The jury verdict, if

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sustained, will bear simple interest at 8% per statute from the date of breach, which totals approximately $6.7 million at December 31, 2010. We have recorded a $43.7 million charge within other non-operating expense, net, in our consolidated income statement for the year ended December 31, 2010 as a result of the judgment.

Foreign Corrupt Practices Act

We are conducting an internal investigation into potential violations of the Foreign Corrupt Practices Act (FCPA) that we became aware of during the conduct of an unrelated review. The FCPA investigation is being conducted by outside counsel under the direction of a special committee of our board of directors. The investigation initially focused on sales to certain Eastern European and Middle Eastern countries, primarily Belarus, Russia, and Iran, but we are also reviewing sales practices in Brazil, Bulgaria, China, Georgia, Libya, Poland, Turkey, Ukraine, and other countries as deemed appropriate.

In July 2009, we voluntarily contacted the U.S. Department of Justice (DOJ) to advise them of the investigation and to offer our cooperation in any investigation that they want to conduct or they want us to conduct. The DOJ has not indicated what action it may take, if any, against us or any individual, or the extent to which it may conduct its own investigation. Even though we self-disclosed this matter to the DOJ, it or other federal agencies may seek to impose sanctions on us that may include, among other things, debarment, injunctive relief, disgorgement, fines, penalties, appointment of a monitor, appointment of new control staff, or enhancement of existing compliance and training programs. Other countries in which we do business may initiate their own investigations and impose similar penalties. As a result of this investigation, we suspended shipments to some of these countries while we put additional safeguards in place. In some cases, safeguards involved terminating consultants and suspending relations with or terminating distributors in countries under investigation as circumstances warranted. These actions unfavorably affected revenue from these countries in 2010 and 2009. We have resumed sales in countries where we believe we have appropriate safeguards in place and are reallocating product to other countries as necessary. To the extent that we conclude, or the DOJ concludes, that we cannot implement adequate safeguards or otherwise need to change our business practices, distributors, or consultants in affected countries or other countries, this may result in a permanent loss of business from those countries. We expect to complete our internal FCPA investigation and present our findings to the DOJ in 2011. The preliminary findings of our investigation indicate that it is probable that there were FCPA violations by persons associated with us that the DOJ or other regulators may assert are attributable to us.

Any sanctions or related loss of business could have a material adverse effect on us or our results of operations. It is possible, however, that any sanctions that DOJ or other federal agencies might otherwise consider imposing would be reduced, if not eliminated, in light of the comprehensive compliance measures that we have implemented. Given the preliminary nature of our findings, our continuing investigation and the uncertainties regarding this matter, we are unable to estimate the financial outcome and consequently, we have not accrued any amounts related to the outcome of this matter.

Compliance with Pharmaceutical Pricing Agreement

In November 2009, we received a letter from the United States Attorney’s Office for the Eastern District of Pennsylvania (USAO). The USAO requested a meeting to review our compliance with the terms of the Pharmaceutical Pricing Agreement (PPA) under the Public Health Service program. Specifically, the USAO asked for information related to the sale of our IGIV product, Gamunex, under that program. In order to have federal financial participation apply to their products under the Medicaid program and to obtain Medicare Part B coverage, manufacturers are required to enter into a PPA. The PPA obligates manufacturers to charge covered entities the Public Health Service price for drugs intended for outpatient use. The Public Health Service price is based on the Medicaid rebate amount. We believe that we have complied with the terms of

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the PPA and federal law. If the USAO determines that our practices are inconsistent with the terms of the PPA, the USAO has stated that it may file a civil action against us under the Anti-fraud Injunction Act and seek a court order directing the company to comply with the PPA or, potentially, proceed under some other legal theory. We could also be subject to fines, damages, penalties, appointment of a monitor, or enhancement of existing compliance and training programs as a result of government action. We are cooperating with the investigation and intend to respond to information requests from the USAO. Based on the information obtained to date, we have not determined that any potential liability that may result is probable or can be reasonably estimated. Therefore, we have not made any accrual in our consolidated financial statements at December 31, 2010.

Exclusive License Agreements with Crucell N.V. (Crucell)

During September 2008, we entered into an exclusive commercial license agreement with Crucell for recombinant technology. In consideration of the license that Crucell granted us, we paid an upfront license fee of $2.5 million, which we recorded in R&D in our consolidated income statement during the year ended December 31, 2008. During the year ended December 31, 2010, we paid $1.5 million to Crucell, which we recorded in R&D in our consolidated income statement. We could be required to pay up to $28.0 million of additional development milestones as certain activities are completed. Upon commercialization of the product, we are required to pay a royalty at a tiered rate, ranging between 3.5% and 6%, based on the related net sales of the product.

During December 2008, we entered into another exclusive commercial license agreement with Crucell for recombinant technology. In consideration of the license that Crucell granted us, we paid an upfront license fee of $1.5 million, which we recorded in R&D in our consolidated income statement for the year ended December 31, 2008. During the year ended December 31, 2009, we paid $0.5 million to Crucell, which is included in R&D in our consolidated income statement. We could be required to pay up to $18.5 million of additional development milestones as certain activities are completed. Upon commercialization of the product, we are required to pay a royalty at a tiered rate, ranging between 3% and 5%, based on the related net sales of the product.

Under the terms of both exclusive license agreements with Crucell, we may terminate either agreement by giving Crucell 90 days prior written notice and payment of all outstanding amounts owed to Crucell.

Purchase Commitments

We have purchase agreements that require us to purchase minimum annual quantities of plasma, other raw materials, and associated subcontracted manufacturing services and other services. At December 31, 2010, our purchase commitments, generally subject to annual price negotiations, are as follows:

2011	$	201,875
2012		179,850
2013		167,637
2014		127,080
2015		121,308
Thereafter		55,595
Total	$	853,345

An inability of any of our suppliers to satisfy their obligations in a timely manner could cause a disruption in our plasma supply, which could materially adversely affect our business.

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We entered into a contract, effective January 1, 2011, for subcontract manufacturing services that is substantially similar to, and replaces, one to which we were a party that expired on December 31, 2010. The minimum purchase obligations under this contract, which expires on December 31, 2012, of approximately $30 million for both 2011 and 2012 are not included in the table above.

On January 6, 2011, we entered into a contract for subcontract manufacturing services. The minimum purchase obligations of approximately $4.0 million for each of the years 2012 through 2015 are not included in the table above.

In addition to the minimum purchase commitments in the table above, at December 31, 2010, we have commitments and open purchase orders for capital spending to be made of $214.5 million.

Environmental Matters

Our operations are subject to extensive and evolving federal, state, and local environmental laws and regulations. Compliance with such laws and regulations can be costly. Additionally, governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements. It is possible that new information or future developments could require us to reassess our potential exposure related to environmental matters. We may incur significant costs and liabilities in order to comply with existing environmental laws and regulations. It is also possible that other developments, such as increasingly strict environmental laws and regulations and claims for damages to property, employees, other persons, and the environment resulting from current or past operations, could result in substantial costs and liabilities in the future as this information becomes available, or other relevant developments occur. We establish accrued liabilities or adjust previously accrued amounts accordingly. While there are still uncertainties relating to the ultimate costs we may incur, based upon our evaluation and experience to date, we believe that compliance with all applicable laws and regulations will not have a material adverse impact on our financial position, operating results, or cash flows. At December 31, 2010 and 2009, no amounts have been accrued as we are not currently aware of any probable liabilities.

Other

All pharmaceutical companies, including us, are subject to periodic inspections by the FDA and other regulatory authorities of manufacturing and plasma collection facilities, procedures, and processes. If in the course of an inspection, the FDA or other regulatory authority notes conditions they believe are objectionable with respect to cGMP or other applicable regulations, we must implement effective corrective actions or face regulatory or enforcement sanctions.

15.   Related Party Transactions

Until January 21, 2010, a majority of our outstanding common stock was owned by Talecris Holdings, LLC. Talecris Holdings, LLC is owned by (i) Cerberus-Plasma Holdings LLC, the managing member of which is Cerberus Partners, L.P., and (ii) limited partnerships affiliated with Ampersand Ventures. Substantially all rights of management and control of Talecris Holdings, LLC are held by Cerberus-Plasma Holdings LLC. As of December 31, 2010, Talecris Holdings, LLC owned approximately 48.7% of our outstanding common stock. We had a management agreement with Cerberus-Plasma Holdings LLC and an affiliate of Ampersand Ventures, which was terminated as of September 30, 2009 in connection with our IPO. We have a Master Consulting and Advisory Services Agreement with an affiliate of Cerberus to provide certain advisory services to us.

We have an equity investment in Centric as further discussed in Note 11, “Investment in Affiliate;” therefore, we consider Centric to be a related party during the periods presented.

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The following table summarizes our related party transactions for the years ended December 31, 2010, 2009, and 2008 and our related party accounts payable balances at December 31, 2010 and 2009:

	Years Ended December 31,
Expenses	2010		2009		2008
Centric (product distribution and other services)	$	22,865	$	20,306	$	17,508
Cerberus/Ampersand (management fees)	$	—	$	5,715	$	6,871
Cerberus (operational support)	$	—	$	608	$	4,184

	December 31,
Payable	2010		2009
Centric (product distribution and other services)	$	6,406	$	5,537
Cerberus (operational support)	$	—	$	349

16.   Equity Transactions

On October 6, 2009, we completed our IPO of 56,000,000 shares of our common stock, par value $0.01 per share. Additional information regarding our IPO is included in Note 4, “Initial Public Offering and Use of Proceeds.”

A seven-for-one share dividend on our common stock was paid on September 10, 2009. All share and per-share amounts have been retroactively adjusted for all periods presented to reflect the share dividend.

On September 30, 2009, 1,000,000 shares of our Series A preferred stock and 192,310 shares of our Series B preferred stock were converted into an aggregate of 85,846,320 shares of our common stock in connection with our IPO. In addition, on September 30, 2009, 2,381,548 shares of our common stock were issued to settle $45.3 million of accrued dividends upon the conversion of our Series A and B preferred stock. Additional information regarding our Series A and B preferred stock is included in Note 17, “Redeemable Series A and B Senior Convertible Preferred Stock.”

During the year ended December 31, 2008, we repurchased 2,146,232 shares of our common stock from IBR for $35.4 million at a put value of $15.61 per share plus accrued charges. The shares were issued to IBR during the year ended December 31, 2007 as a result of the acceleration of the contingent consideration provision of our November 2006 Asset Purchase Agreement, as amended. Additional information regarding the shares repurchased from IBR is included in Note 6 “Business Acquisitions.”

During the year ended December 31, 2008, our board of directors approved the retirement of 2,212,640 shares of our common stock held in treasury, and approved that shares of our common stock repurchased in the future would be immediately retired by the Company.

Information regarding employee share-based compensation is included in Note 18, “Share-Based Compensation.”

17.   Redeemable Series A and B Senior Convertible Preferred Stock

On September 30, 2009, 1,000,000 shares of our Series A preferred stock and 192,310 shares of our Series B preferred stock were converted into an aggregate of 85,846,320 shares of our common stock in connection with our IPO. In addition, on September 30, 2009, 2,381,548 shares of our common stock were issued to settle $45.3 million of accrued dividends upon the conversion of our Series A and B preferred stock.

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18.   Share-Based Compensation

In connection with our IPO, we ceased further grants under our 2005 Stock Option and Incentive Plan and 2006 Restricted Stock Plan. The Talecris Biotherapeutics Holdings Corp. 2009 Long-Term Incentive Plan (2009 Plan), which was adopted by our board of directors on August 7, 2009, became effective in connection with our IPO. The 2009 Plan provides for the grant of awards in the form of incentive stock options, nonqualified stock options, share appreciation rights, restricted stock, RSU’s, unrestricted shares of common stock, deferred share units, and performance awards. Our employees, directors, and consultants are eligible to receive awards under the 2009 Plan. The maximum number of shares that we may issue for all awards under the 2009 Plan is 7,200,000. As of December 31, 2010, 5,798,837 shares remain available for grant under the 2009 Plan.

We value share-based compensation at the grant date using a fair value model and recognize this value as expense over the employees’ requisite service period, typically the period over which the share-based compensation vests. We classify share-based compensation costs consistent with each grantee’s salary. In connection with stock option exercise and restricted share vesting, we recognized net tax benefits of $26.6 million, $20.4 million, and $3.3 million for the years ended December 31, 2010, 2009 and 2008, respectively. We record income tax benefits realized upon exercise or vesting of an award in excess of that previously recognized in earnings as additional paid-in-capital. We recognized excess tax benefits related to share-based compensation of $13.5 million and $13.4 million during the years ended December 31, 2010 and 2009, respectively.

Share-based compensation expense for the years ended December 31, 2010, 2009, and 2008 was as follows:

	Years Ended December 31,
	2010		2009		2008
SG&A	$	12,606	$	40,968	$	33,780
R&D		1,024		2,303		2,361
Cost of goods sold		3,336		4,275		2,566
Total expense	$	16,966	$	47,546	$	38,707
Capitalized in inventory	$	2,265	$	3,574	$	3,233

Amounts capitalized in inventory are recognized in cost of goods sold in our consolidated income statements primarily within twelve months.

The following table summarizes the remaining unrecognized compensation cost related to our share-based compensation awards as of December 31, 2010 and the weighted average period over which the non-cash compensation cost is expected to be recognized:

			Weighted-
	Unrecognized		Average
	Compensation		Period
	Cost		(Years)
Stock options	$	3,965		2.10
Restricted share awards		721		0.25
RSU’s		6,589		2.10
Performance share awards		1,138		1.25
Total	$	12,413

In addition to the unrecognized compensation cost included in the table above, at December 31, 2010, $1.7 million of compensation cost was included in inventory on our consolidated balance sheet, which we

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expect to be recognized as non-cash compensation expense in our consolidated income statement primarily within the next twelve months. The amount of share-based compensation expense that we will ultimately be required to record could change in the future as a result of additional grants, changes in the fair value of shares for performance-based awards, differences between our anticipated forfeiture rate and the actual forfeiture rate, the probability of achieving targets established for performance award vesting, and other actions by our board of directors or its compensation committee.

Stock Options

Stock options, which entitle the holder to purchase, after the end of a vesting term, a specified number of shares of our common stock at a price per share equal to the exercise price, are accounted for at fair value at the date of the grant. Option awards are granted with an exercise price at least equal to the fair value of our common stock at the date of grant and generally vest over periods of three to five years. The exercise price of stock options is determined by our board of directors. The stock options that we granted to employees typically have service-based and performance-based components. The stock options granted to members of our board of directors are service-based only. Our stock options generally expire ten years after the date of grant, or earlier if an option holder ceases to be employed by the Company. Stock option exercises are settled with newly issued common stock previously authorized and available for issuance.

The following is a summary of stock option activity for the years ended December 31, 2010, 2009, and 2008:

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
				Exercise		Term		Intrinsic
	Shares			Price		(Years)		Value
Outstanding at December 31, 2007		12,932,344		$	6.42
Granted		2,291,304		$	10.98
Forfeited		(945,232	)	$	2.98
Outstanding at December 31, 2008		14,278,416		$	6.96
Granted		638,472		$	18.91
Forfeited		(392,688	)	$	4.89
Exercised		(2,394,762	)	$	3.17
Outstanding at December 31, 2009		12,129,438		$	8.40		6.7	$	168,235
Granted		73,593		$	20.39
Forfeited		(24,950	)	$	19.05
Exercised		(3,650,579	)	$	6.12
Outstanding at December 31, 2010		8,527,502		$	9.45		5.7	$	118,090
Exercisable at December 31, 2010		7,882,452		$	8.66		4.8	$	115,419
Vested and expected to vest at December 31, 2010		8,488,004		$	9.36		5.7	$	118,296

At December 31, 2009 and 2008, stock options with a weighted average exercise price of $8.16 and $4.02 were exercisable for 8,711,838 shares and 6,950,872 shares, respectively. Our estimate of the stock options vested and expected to vest at December 31, 2010 considers an expected forfeiture rate of 3%.

The aggregate intrinsic value in the table above represents the difference between the $23.30 closing price of our common stock as reported by The NASDAQ Global Select Market on December 31, 2010 and the weighted average exercise price, multiplied by the number of options outstanding or exercisable. The total

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intrinsic value and net cash proceeds to us from stock option exercises during the year ended December 31, 2010 were $62.7 million and $22.3 million, respectively. We do not record the aggregate intrinsic value for financial accounting purposes and the value changes based upon changes in the fair value of our common stock. The total fair value of stock options that vested during the years ended December 31, 2010, 2009, and 2008 were $56.1 million, $72.5 million, and $24.7 million, respectively.

The weighted average grant date fair value of options granted during the years ended December 31, 2010, 2009, and 2008 were $9.99, $9.49, and $4.35, respectively. We estimated the fair value of stock options at their grant date using the Black-Scholes option pricing model. This model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics that are not present in our option grants. If the model permitted consideration of the unique characteristics of employee stock options, the resulting estimate of the fair value of stock options could be different. The following weighted-average assumptions were used to estimate the fair value of stock options granted during the years ended December 31, 2010, 2009, and 2008:

	Years Ended December 31,
	2010			2009			2008
Risk-free interest rate		2.66	%		2.66	%		2.65	%
Expected term (years)		5.66			5.97			5.20
Expected volatility		50	%		50	%		50	%
Expected dividend yield		0	%		0	%		0	%

The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant. The expected life of options is reflective of our historical experience, vesting schedules, and contractual terms. There is limited trading history for our common stock; therefore, our application of the Black-Scholes option pricing model incorporated historical volatility measures of similar public companies. We currently do not expect to pay dividends in the future. We generally apply a 3% forfeiture rate to the options granted over the term of the award. This rate is calculated based upon historical attrition rates and represents an estimate of the granted options not expected to vest. If actual forfeitures differ from the expected rate, we may be required to make additional adjustments to compensation expense in future periods.

Restricted Stock Units

RSU’s, which entitle the holder to receive, at the end of a vesting term, a specified number of shares of our common stock, are accounted for at fair value at the date of grant. We granted 483,100 RSU’s in connection with our IPO. These RSU’s will vest one-third on each of April 1 of 2011, 2012, and 2013, subject to the award holder being employed on the vesting date. The aggregate fair value of the RSU’s was

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$8.4 million, which will be recognized as compensation expense ratably through April of 2013. The following is a summary of RSU activity for the years ended December 31, 2010 and 2009:

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
				Grant Date		Term		Intrinsic
	Shares			Fair Value		(Years)		Value
Outstanding at December 31, 2008		—			—
Granted		483,100		$	19.00
Forfeited		(3,076	)	$	19.00
Outstanding at December 31, 2009		480,024		$	19.00
Granted		36,015		$	20.40
Forfeited		(30,299	)	$	19.04
Vested		(1,182	)	$	19.00
Outstanding at December 31, 2010		484,558		$	19.10		2.16	$	11,290

Restricted Stock

Restricted shares of our common stock, which entitle the holder to receive, at the end of a vesting term, a specified number of shares of our common stock, are accounted for at fair value at the date of grant. Restricted share awards vest on terms determined by our board of directors or its compensation committee at the time of the grant. The majority of our restricted share awards currently outstanding vest annually over a four-year period from the date of grant unless accelerated by the compensation committee upon the event of a change in control, as defined. Any restricted share awards that have not vested at the time of termination of service are forfeited except in the event of death, disability, or a change in control. The restricted share awards are considered issued and outstanding and have full voting rights. Any dividends declared with respect to our common stock will vest at the same time as the underlying restricted stock award.

The following is a summary of restricted share activity for the years ended December 31, 2010, 2009, and 2008:

				Weighted
				Average
				Grant Date
	Shares			Fair Value
December 31, 2007 unvested shares outstanding		2,811,000		$	13.78
Granted		42,720		$	9.88
Forfeited		(287,784	)	$	11.00
Vested		(870,432	)	$	13.45
December 31, 2008 unvested shares outstanding		1,695,504		$	14.40
Granted		14,464		$	16.63
Forfeited		(16,368	)	$	11.00
Vested		(779,744	)	$	13.50
December 31, 2009 unvested shares outstanding		913,856		$	15.27
Vested		(727,256	)	$	13.74
December 31, 2010 unvested shares outstanding		186,600		$	21.25

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The total fair value of restricted shares that vested during the years ended December 31, 2010, 2009, and 2008 were $14.5 million, $13.0 million and $8.6 million, respectively.

Performance Share Units (PSU’s)

The following is a summary of performance share unit activity for the year ended December 31, 2010:

				Weighted
				Average
				Grant Date
	Shares			Fair Value
Outstanding PSU’s outstanding at December 31, 2009		—		$	—
Granted		261,327		$	21.51
Forfeited		(1,627	)	$	21.51
Unvested PSU’s outstanding at December 31, 2010		259,700		$	21.51

PSU’s are awards that vest based on the achievement of pre-established objective performance goals, which are generally financial in nature. For performance awards, the compensation committee establishes a performance period and the performance targets for each performance measure that must be achieved at the end of the performance period for awards to vest. The number of shares issued upon the vesting of the performance awards varies based on actual performance in a year relative to a defined minimum and maximum financial target for that year. The PSU’s granted on March 8, 2010 will vest annually over a three-year performance period with the potential for 0% to 125% payout, based on the achievement of annual earnings per share targets that were established at the time of grant.

Other Information about our Stock Option Plan

During the third quarter of 2009, we entered into an amended and restated employment agreement with our Chairman and Chief Executive Officer which included accelerating the vesting of options to purchase 1,008,000 shares of our common stock at an exercise price of $21.25 per common share to August 19, 2009. The acceleration of these options resulted in the recognition of a non-cash charge of $11.8 million of compensation expense during the third quarter of 2009. Options to purchase these shares were previously scheduled to vest in April of 2010 (504,000 options) and April of 2011 (504,000 options).

During the second quarter of 2008, the compensation committee of our board of directors amended the exercise price of 570,400 stock options outstanding to certain employees from $21.25 per share to $11.00 per share and during the second quarter of 2008, the compensation committee also amended the exercise price of 17,152 stock options outstanding to certain members of our board of directors from $21.25 per share to $11.00 per share. The stock options that were re-priced were granted during 2007.

During the first quarter of 2008, our board of directors revised the 2008 corporate objectives related to the performance-based component of stock options scheduled to vest on April 1, 2009. In addition, during the second quarter of 2008, we began recognizing compensation cost related to the performance-based component of stock options scheduled to vest on April 1, 2010 based on our probability assessment of achieving the related performance objectives.

19.   Employee Benefit Plans

Savings Plan and Profit Sharing Plan

We have a defined contribution plan (Savings Plan), which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code (IRC). Once eligible, employees may elect to contribute a portion of their wages to the Savings Plan, subject to certain limitations. We match 100% of the first 3% of

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Notes to Consolidated Financial Statements — (Continued)

employee contributions and 50% of the next 2% of employee contributions. Our contributions and the employee contributions are fully vested when contributed. The plan assets are held in trust and invested as directed by the plan participants. Matching contribution cost for the Savings Plan was $8.9 million for the year ended December 31, 2010 and $7.8 million for both the years ended December 31, 2009 and 2008, and is recorded consistent with each participant’s salary.

Under the profit sharing portion of the Savings Plan, we may elect to contribute to eligible employees’ Savings Plan accounts up to 3% of their eligible earnings, as defined. The profit sharing portion of the plan is discretionary, with the percentage amount determined by the compensation committee of our board of directors, based upon the attainment of certain financial targets as established by the compensation committee. Our cost for the profit sharing portion of the Savings Plan was $7.2 million, $5.8 million, and $7.9 million for the years ended December 31, 2010, 2009, and 2008, respectively, and is recorded consistent with each participant’s salary.

Supplemental Savings Plan

We have a Supplemental Savings Plan, which is an unfunded nonqualified deferred compensation plan in which employees at certain executive levels are eligible to defer pre-tax earnings as well as to make additional contributions, subject to certain limitations. Our matching contribution is similar to the Savings Plan described above and is fully vested when contributed. Matching contribution cost for the periods presented were not material to our consolidated financial statements. At December 31, 2010 and 2009, we have recorded $6.5 million and $5.1 million, respectively, within accrued expenses and other liabilities on our consolidated balance sheets.

Other Plans

We provide an unfunded defined benefit pension plan to certain of our Talecris Biotherapeutics, GmbH employees in Germany as required by statutory law. Pension cost related to this plan was not material for the periods presented. At December 31, 2010 and 2009, no material obligations related to this plan were recorded on our consolidated balance sheets.

20.   Deferred Compensation

In October of 2006, the compensation committee of our board of directors approved a Special Recognition Bonus Plan (Bonus Plan) as a vehicle to award certain employees, senior executives, and members of our board of directors for the financial success of our Company from its inception through the effective date of the Bonus Plan. We recorded compensation expense of $0.1 million, $0.6 million, and $0.7 million for the years ended December 31, 2010, 2009, and 2008, respectively, related to the bonus plan. We made payments of $0.9 million in both March of 2010 and 2009, and $1.2 million in March of 2008. No further payments are due under the Bonus Plan.

In December of 2006, the compensation committee of our board of directors approved a restricted share and cash recognition award to certain employees, senior executives, and members of our board of directors for the financial success of our Company from its inception through the effective date of the award. We funded an irrevocable trust for the cash installments under this award. We made cash payments of $5.8 million, $6.0 million, and $7.4 million in March of 2010, 2009, and 2008, respectively, related to the cash recognition portion of the award. No further cash payments are due under this plan. We recorded compensation expense of $2.0 million, $5.7 million, and $5.9 million for the years ended December 31, 2010, 2009, and 2008, respectively, related to this award.

F-191

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

21.   Segment Reporting

We operate our plasma-derived protein therapeutics business as a single reportable business segment since all operating activities are directed from our North Carolina headquarters and all of our products are derived from a single source and result from a common manufacturing process. All products are manufactured from a single raw material source, human plasma, and are processed in whole, or in part, at our principal manufacturing facilities located in Clayton, North Carolina. Our Melville, New York, facility primarily supplies intermediate plasma fractions to our Clayton facilities. Gamunex-C/Gamunex IGIV and Prolastin/Prolastin-C A1PI constitute the majority of our net revenue. Although we sell our products worldwide, the majority of our net revenue was concentrated in the United States and Canada for the periods presented.

In the following table, we have presented our net revenue by significant product category. Our Immunology/Neurology product category includes the products that are used to provide antibodies to patients who have a genetic or acquired inability to produce these antibodies, as well as a treatment for CIDP, and also products that provide antibodies to counter specific antigens such as rabies. Our Pulmonology product category is comprised of our Prolastin/Prolastin-C A1PI product, which is used to treat patients with a genetic alpha-1 antitrypsin deficiency. Our Critical Care/Hemostasis product category includes products that are used to supplement, restore, or maintain normal plasma parameters such as volume or coagulation values. Other product net revenue primarily consists of sales of PPF powder and intermediate products, such as cryoprecipitate. Other net revenue consists of royalties and licensing fees, milestones, and revenues related to contracted services performed for third parties at our Melville, New York facility.

	Years Ended December 31,
	2010		2009		2008
Product net revenue:
Immunology/Neurology	$	964,145	$	928,054	$	781,408
Pulmonology		351,499		319,080		316,495
Critical Care/Hemostasis		175,071		167,469		134,216
Other		86,221		93,151		102,431
Total product net revenue		1,576,936		1,507,754		1,334,550
Other revenue		24,683		25,455		39,742
Total net revenue	$	1,601,619	$	1,533,209	$	1,374,292

In the following table, we have presented our net revenue by geographic region. Net revenue for each region is based on the geographic location of the customer.

	Years Ended December 31,
	2010		2009		2008
United States	$	1,098,969	$	1,011,468	$	906,376
Canada		195,092		214,883		215,964
Europe		196,571		185,297		168,081
Other		110,987		121,561		83,871
Total net revenue	$	1,601,619	$	1,533,209	$	1,374,292

We did not maintain significant long-lived assets outside of the United States at December 31, 2010 and 2009.

F-192

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

22.   Earnings per Share

The following table illustrates the calculation of our basic earnings per common share outstanding for the periods presented:

	Years Ended December 31,
	2010		2009			2008
Net income	$	166,068	$	153,889		$	65,797
Less:
Series A preferred stock undeclared dividends		—		(9,602	)		(11,745	)
Series B preferred stock undeclared dividends		—		(2,142	)		(2,619	)
Accretion of common stock put option		—		—			(308	)
Net income available to common stockholders	$	166,068	$	142,145		$	51,125
Weighted average common shares outstanding		123,323,722		31,166,613			1,310,448
Basic net income per common share	$	1.35	$	4.56		$	39.01

The following table illustrates the calculation of our diluted earnings per common share outstanding for the periods presented:

	Years Ended December 31,
	2010		2009		2008
Net income	$	166,068	$	153,889	$	65,797
Less accretion of common stock put option		—		—		(308	)
Net income available to common stockholders	$	166,068	$	153,889	$	65,489
Weighted average common shares outstanding		123,323,722		31,166,613		1,310,448
Plus incremental shares from assumed conversions:
Series A preferred stock		—		53,654,795		72,000,000
Series B preferred stock		—		10,318,354		13,846,320
Stock options and restricted shares		5,603,331		7,374,601		5,605,032
Dilutive potential common shares		128,927,053		102,514,363		92,761,800
Diluted net income per common share	$	1.29	$	1.50	$	0.71

For the years ended December 31, 2010, 2009, and 2008, 604,914, 2,168,730, and 2,016,000 stock options were excluded from the calculation of diluted earnings per share due to their anti-dilutive effect.

F-193

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

23.   Other Consolidated Balance Sheet Information

Information regarding other accounts on our consolidated balance sheets is as follows:

	December 31,
	2010		2009
Accrued expenses and other liabilities:
Accrued goods and services	$	80,769	$	45,044
Accrued payroll, bonuses, and employee benefits		80,317		73,983
Medicaid, commercial rebates, and chargebacks		29,744		30,771
Interest payable		6,011		9,111
PCA judgment		43,690		—
Other		11,195		11,624
Total accrued expenses and other liabilities	$	251,726	$	170,533

24.   Cash Flow Supplemental Disclosures

Supplemental Disclosures of Cash Flow Information

Cash paid for:

	Years Ended December 31,
	2010		2009		2008
Interest, net of amounts capitalized(1)	$	44,546	$	55,131	$	87,213
Income taxes	$	63,025	$	56,849	$	48,910

(1) Interest paid in the table above excludes payments related to our interest rate swap contracts, which amounted to $17.0 million and $9.2 million for the years ended December 31, 2009 and 2008, respectively. The interest rate swap contracts were terminated and settled during the fourth quarter of 2009 as discussed in Note 12, “Long-Term Debt and Capital Lease Obligations.”

Changes in assets and liabilities, excluding the effects of business acquisitions:

	Years Ended December 31,
	2010			2009			2008
Changes in:
Accounts receivable	$	(1,382	)	$	8,575		$	(26,894	)
Inventories		(52,034	)		(57,452	)		(92,856	)
Prepaid expenses and other assets		653			7,987			(15,823	)
Accounts payable		(11,071	)		16,143			16,594
Interest payable		(3,100	)		(2,239	)		(1,957	)
Accrued expenses and other liabilities		94,460			14,877			20,881
Total	$	27,526		$	(12,109	)	$	(100,055	)

Supplemental Schedule of Non-Cash Investing and Financing Activities

For the Year Ended December 31, 2010

We entered into a capital lease agreement related to a building with an unaffiliated third party. We recorded $0.3 million directly to property, plant, and equipment, net, and capital lease obligations.

F-194

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

We retired 246,823 shares of our common stock, which were withheld from employees for payment of withholding taxes.

For the Year Ended December 31, 2009

We entered into a number of capital lease agreements related to buildings with an unaffiliated third party. We recorded $4.9 million directly to property, plant, and equipment, net and capital lease obligations.

The common shares that we have issued to employees and members of our board of directors under our share-based compensation plans had an embedded feature that permitted the participant (or designated beneficiary or estate) to sell, or “put,” the shares of our common stock back to us at fair market value in the event of the participant’s termination of service due to death or disability. In addition, we had the right to repurchase, or “call,” the shares of our common stock upon a participant’s termination of continuous service, as defined. We recorded a fair market value adjustment of $6.6 million related to the vested shares of our common stock to increase obligations under common stock put/call option and decrease additional paid-in capital on our consolidated balance sheet. Both our redemption rights and the participants’ put rights were terminated in connection with the closing of our IPO. As a result, we reclassified the fair value of vested common stock totaling $39.9 million from obligations under common stock put/call option to permanent equity on our consolidated balance sheet.

We declared a dividend of $45.3 million related to our Series A and B preferred stock. In connection with our IPO, 1,000,000 shares of our Series A preferred stock and 192,310 shares of our Series B preferred stock were converted into an aggregate of 85,846,320 shares of our common stock. In addition, 2,381,548 shares of our common stock were issued to settle the $45.3 million preferred stock dividend upon conversion of our Series A and B preferred stock.

We retired 251,108 shares of our common stock, which were withheld from employees for payment of withholding taxes.

We reclassified a previously unrealized loss related to our interest rate swap contracts of approximately $23.3 million, net of income tax benefit of $14.2 million, to earnings as a result of their settlement and termination. In addition, we recorded other comprehensive income of $0.5 million. Additional information regarding the components of our comprehensive income is included in Note 2, “Summary of Significant Accounting Policies.”

We entered into two plasma center development agreements related to buildings to be leased from an unaffiliated third party during 2008, for which we made the decision not to open as plasma collection centers during 2009. As a result, we recorded a loss on contract obligations of $3.4 million, which decreased our assets under capital leases.

For the Year Ended December 31, 2008

We entered into a number of capital lease agreements related to buildings with an unaffiliated third party. We recorded $6.0 million directly to property, plant, and equipment, net and capital lease obligations.

We reclassified $1.6 million of long-lived assets related to two plasma collection centers, net of impairment charges of $0.8 million, to assets held for sale within prepaid expenses and other on our consolidated balance sheet.

As a result of the put feature related to the common shares issued under our share-based compensation plans described above, we recorded a fair value adjustment of $8.9 million to increase obligations under common stock put/call option and decrease additional paid-in capital on our consolidated balance sheet.

F-195

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

We issued shares of our common stock, which had an embedded put option, to IBR in connection with our 2006 business acquisition as described below. We recorded accretion of $0.3 million related to the IBR put option directly to obligations under common stock put/call option and additional paid-in capital on our consolidated balance sheet.

We retired 2,215,880 shares of our common stock, of which 2,146,232 shares were repurchased from IBR and 69,648 shares were withheld from employees for payment of withholding taxes.

We recorded other comprehensive loss of $11.8 million, primarily related to unrealized losses associated with our interest rate swap contracts, net of taxes.

25.   Selected Unaudited Quarterly Financial Data

The following table summarizes our unaudited quarterly financial results for the years ended December 31, 2010 and 2009. In our opinion, the quarterly financial results presented below have been prepared on the same basis as our annual audited consolidated financial statements.

	2010 Quarter Ended
	March 31			June 30			September 30			December 31
Net revenue	$	380,961		$	402,826		$	407,001		$	410,831
Cost of goods sold		217,351			223,217			229,908			241,500
Gross profit		163,610			179,609			177,093			169,331
Operating expenses		83,891			91,892			80,056			100,821
Operating income		79,719			87,717			97,037			68,510
Total other non-operating expense, net		(11,116	)		(11,944	)		(11,256	)		(54,220	)
Income before income taxes		68,603			75,773			85,781			14,290
(Provision) benefit for income taxes		(23,264	)		(28,150	)		(29,729	)		2,764
Net income	$	45,339		$	47,623		$	56,052		$	17,054
Earnings per share:
Basic	$	0.37		$	0.39		$	0.45		$	0.14
Diluted	$	0.35		$	0.37		$	0.43		$	0.13

	2009 Quarter Ended
	March 31			June 30			September 30			December 31
Net revenue	$	371,795		$	375,570		$	395,731		$	390,113
Cost of goods sold		209,201			224,008			230,666			237,202
Gross profit		162,594			151,562			165,065			152,911
Operating expenses		88,963			81,023			95,655			95,511
Operating income		73,631			70,539			69,410			57,400
Total other non-operating (expense) income, net		(21,256	)		54,582			(19,475	)		(55,934	)
Income before income taxes		52,375			125,121			49,935			1,466
Provision for income taxes		(18,940	)		(41,849	)		(14,125	)		(94	)
Net income	$	33,435		$	83,272		$	35,810		$	1,372
Earnings per share:
Basic	$	25.09		$	47.42		$	12.01		$	0.01
Diluted	$	0.36		$	0.89		$	0.38		$	0.01

F-196

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Earnings per share amounts for the 2010 and 2009 quarters and full years have been computed separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the weighted average shares outstanding during each quarter due to the effect of potentially dilutive securities only in the periods in which such effect would be dilutive.

Our net income for the fourth quarter of 2010 includes a $43.7 million charge (approximately $26.6 million after tax) related to the PCA judgment. Additional information regarding the PCA judgment is included in Note 14, “Commitments and Contingencies.”

Our net income for the second quarter of 2009 includes a $75.0 million (approximately $48.8 million after tax) payment we received from CSL as a result of the termination of the definitive merger agreement. Our net income for the fourth quarter of 2009 includes a charge of $43.0 million (approximately $26.3 million after tax) as a result of the settlement and termination of our interest rate swap contracts and the write-off of deferred debt issuance costs associated with our First and Second Lien Term Loans. Additional information regarding our terminated merger agreement with CSL is included in Note 5, “Definitive Merger Agreement with CSL Limited (CSL)” and additional information regarding our refinancing transactions is included in Note 12, “Long-Term Debt and Capital Lease Obligations.”

26.   Condensed Consolidating Financial Information

In October 2009, we completed the issuance of our 7.75% Notes. The 7.75% Notes are guaranteed on a senior unsecured basis by our existing and future domestic subsidiaries. The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” Each of the subsidiary guarantors are 100% owned, directly or indirectly, by us, and all guarantees are full and unconditional and joint and several. Our investments in our consolidated subsidiaries are presented under the equity method of accounting. No significant administrative costs are borne by the Parent.

F-197

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Balance Sheets

December 31, 2010

	Parent/		Guarantor			Non-Guarantor			Consolidating
	Issuer		Subsidiaries			Subsidiaries			Adjustments			Consolidated
Assets:
Current assets:
Cash	$	—	$	183,737		$	14,139		$	—		$	197,876
Accounts receivable, net		—		248,124			37,793			(151,075	)		134,842
Inventories		—		657,493			37,006			—			694,499
Other		—		126,684			(429	)		—			126,255
Total current assets		—		1,216,038			88,509			(151,075	)		1,153,472
Property, plant, and equipment, net		—		381,707			1,086			—			382,793
Intangible assets		—		10,880			—			—			10,880
Goodwill		—		172,860			—			—			172,860
Investment in Subsidiaries		826,782		(36,573	)		—			(790,209	)		—
Advances and notes between Parent and Subsidiaries		1,397,133		826,919			—			(2,224,052	)		—
Other		—		18,167			281			—			18,448
Total assets	$	2,223,915	$	2,589,998		$	89,876		$	(3,165,336	)	$	1,738,453
Liabilities and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	—	$	96,503		$	114,547		$	(151,075	)	$	59,975
Accrued expenses and other liabilities		6,011		234,730			10,985			—			251,726
Current portion of capital lease obligations		—		860			—			—			860
Total current liabilities		6,011		332,093			125,532			(151,075	)		312,561
Long-term debt and capital lease obligations		596,621		8,680			—			—			605,301
Advances and notes between Parent and Subsidiaries		826,919		1,397,133			—			(2,224,052	)		—
Other		—		25,310			917			—			26,227
Total liabilities		1,429,551		1,763,216			126,449			(2,375,127	)		944,089
Stockholders’ equity (deficit)		794,364		826,782			(36,573	)		(790,209	)		794,364
Total liabilities and stockholders’ equity (deficit)	$	2,223,915	$	2,589,998		$	89,876		$	(3,165,336	)	$	1,738,453

F-198

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Balance Sheets

December 31, 2009

	Parent/		Guarantor			Non-Guarantor			Consolidating
	Issuer		Subsidiaries			Subsidiaries			Adjustments			Consolidated
Assets:
Current assets:
Cash	$	—	$	58,320		$	6,919		$	—		$	65,239
Accounts receivable, net		—		222,007			64,454			(149,483	)		136,978
Inventories		—		605,324			38,730			—			644,054
Other		—		117,670			2,448			—			120,118
Total current assets		—		1,003,321			112,551			(149,483	)		966,389
Property, plant, and equipment, net		—		266,067			1,132			—			267,199
Intangible assets		—		10,880			—			—			10,880
Goodwill		—		172,860			—			—			172,860
Investment in Subsidiaries		680,459		(27,925	)		—			(652,534	)		—
Advances and notes between Parent and Subsidiaries		1,355,631		862,406			—			(2,218,037	)		—
Other		—		27,054			623			—			27,677
Total assets	$	2,036,090	$	2,314,663		$	114,306		$	(3,020,054	)	$	1,445,005
Liabilities and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	—	$	103,460		$	117,069		$	(149,483	)	$	71,046
Accrued expenses and other liabilities		9,111		150,936			10,486			—			170,533
Current portion of capital lease obligations		—		740			—			—			740
Total current liabilities		9,111		255,136			127,555			(149,483	)		242,319
Long-term debt and capital lease obligations		596,046		9,221			—			—			605,267
Advances and notes between Parent and Subsidiaries		848,779		1,355,626			13,632			(2,218,037	)		—
Other		—		14,221			1,044			—			15,265
Total liabilities		1,453,936		1,634,204			142,231			(2,367,520	)		862,851
Stockholders’ equity (deficit)		582,154		680,459			(27,925	)		(652,534	)		582,154
Total liabilities and stockholders’ equity (deficit)	$	2,036,090	$	2,314,663		$	114,306		$	(3,020,054	)	$	1,445,005

F-199

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Income Statements

Year Ended December 31, 2010

	Parent/		Guarantor			Non-Guarantor			Consolidating
	Issuer		Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net revenue	$	—	$	1,438,162		$	163,457		$	—		$	1,601,619
Cost of goods sold		—		783,710			128,266			—			911,976
Gross profit		—		654,452			35,191			—			689,643
Operating expenses		—		315,350			41,310			—			356,660
Income from operations		—		339,102			(6,119	)		—			332,983
Equity in earnings (losses) of Subsidiaries		166,068		(7,998	)		—			(158,070	)		—
Other non-operating (expense) income, net		—		(88,555	)		19			—			(88,536	)
Income (loss) before income taxes		166,068		242,549			(6,100	)		(158,070	)		244,447
Provision for income taxes		—		(76,481	)		(1,898	)		—			(78,379	)
Net income (loss)	$	166,068	$	166,068		$	(7,998	)	$	(158,070	)	$	166,068

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Income Statements

Year Ended December 31, 2009

	Parent/			Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net revenue	$	—		$	1,389,172		$	144,037		$	—		$	1,533,209
Cost of goods sold		—			784,635			116,442			—			901,077
Gross profit		—			604,537			27,595			—			632,132
Operating expenses		5,715			321,525			33,912			—			361,152
Income (loss) from operations		(5,715	)		283,012			(6,317	)		—			270,980
Equity in earnings (losses) of Subsidiaries		108,854			(7,466	)		—			(101,388	)		—
Other non-operating (expense) income, net		75,000			(117,106	)		23			—			(42,083	)
Income (loss) before income taxes		178,139			158,440			(6,294	)		(101,388	)		228,897
(Provision) benefit for income taxes		(24,250	)		(49,586	)		(1,172	)		—			(75,008	)
Net income (loss)	$	153,889		$	108,854		$	(7,466	)	$	(101,388	)	$	153,889

F-200

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Income Statements

Year Ended December 31, 2008

	Parent/			Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net revenue	$	—		$	1,232,366		$	141,926		$	—		$	1,374,292
Cost of goods sold		—			764,952			117,205			—			882,157
Gross profit		—			467,414			24,721			—			492,135
Operating expenses		6,871			257,281			29,378			—			293,530
Income (loss) from operations		(6,871	)		210,133			(4,657	)		—			198,605
Equity in earnings (losses) of Subsidiaries		70,263			(5,590	)		—			(64,673	)		—
Other non-operating (expense) income, net		—			(96,832	)		618			—			(96,214	)
Income (loss) before income taxes		63,392			107,711			(4,039	)		(64,673	)		102,391
(Provision) benefit for income taxes		2,405			(37,448	)		(1,551	)		—			(36,594	)
Net income (loss)	$	65,797		$	70,263		$	(5,590	)	$	(64,673	)	$	65,797

F-201

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2010

	Parent/			Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	166,068		$	166,068		$	(7,998	)	$	(158,070	)	$	166,068
Undistributed equity in (earnings) losses of Subsidiaries		(166,068	)		7,998			—			158,070			—
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities		—			39,946			29,728			19,740			89,414
Net cash provided by (used in) operating activities		—			214,012			21,730			19,740			255,482
Cash flows from investing activities:
Purchases of property, plant, and equipment		—			(152,484	)		(365	)		—			(152,849	)
Net advances and notes between Parent and Subsidiaries		(30,897	)		—			—			30,897			—
Other		—			14,397			(13,632	)		—			765
Net cash (used in) provided by investing activities		(30,897	)		(138,087	)		(13,997	)		30,897			(152,084	)
Cash flows from financing activities:
Net advances and notes between Parent and Subsidiaries		—			50,637			—			(50,637	)		—
Other		30,897			(1,145	)		—			—			29,752
Net cash provided by (used in) financing activities		30,897			49,492			—			(50,637	)		29,752
Effect of exchange rate changes on cash and cash equivalents		—			—			(513	)		—			(513	)
Net increase in cash and cash equivalents		—			125,417			7,220			—			132,637
Cash and cash equivalents at beginning of year		—			58,320			6,919			—			65,239
Cash and cash equivalents at end of year	$	—		$	183,737		$	14,139		$	—		$	197,876

F-202

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2009

	Parent/			Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	153,889		$	108,854		$	(7,466	)	$	(101,388	)	$	153,889
Undistributed equity in (earnings) losses of Subsidiaries		(108,854	)		7,466			—			101,388			—
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities		(2,007	)		64,009			4,759			13,505			80,266
Net cash provided by (used in) operating activities		43,028			180,329			(2,707	)		13,505			234,155
Cash flows from investing activities:
Purchases of property, plant, and equipment		—			(74,576	)		(587	)		—			(75,163	)
Business acquisitions, net of cash acquired		—			(30,431	)		—			—			(30,431	)
Net advances and notes between Parent and Subsidiaries		(1,172,950	)		—			—			1,172,950			—
Other		—			(2,788	)		3,764			—			976
Net cash (used in) provided by investing activities		(1,172,950	)		(107,795	)		3,177			1,172,950			(104,618	)
Cash flows from financing activities:
Net repaments of borrowings		—			(1,196,515	)		—			—			(1,196,515	)
Issuance of 7.75% Notes, net of discount		595,926			—			—			—			595,926
Proceeds from initial public offering, net of issuance costs		517,192			—			—			—			517,192
Net advances and notes between Parent and Subsidiaries		—			1,186,455			—			(1,186,455	)		—
Other		16,804			(14,879	)		—			—			1,925
Net cash provided by (used in) financing activities		1,129,922			(24,939	)		—			(1,186,455	)		(81,472	)
Effect of exchange rate changes on cash and cash equivalents		—			—			195			—			195
Net increase in cash and cash equivalents		—			47,595			665			—			48,260
Cash and cash equivalents at beginning of year		—			10,726			6,253			—			16,979
Cash and cash equivalents at end of year	$	—		$	58,321		$	6,918		$	—		$	65,239

F-203

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

Talecris Biotherapeutics Holdings Corp.

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2008

	Parent/			Guarantor			Non-Guarantor			Consolidating
	Issuer			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	65,797		$	70,263		$	(5,590	)	$	(64,673	)	$	65,797
Undistributed equity in (earnings) losses of Subsidiaries		(70,263	)		5,590			—			64,673			—
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities		424			14,776			(63,115	)		15,132			(32,783	)
Net cash provided by (used in) operating activities		(4,042	)		90,629			(68,705	)		15,132			33,014
Cash flows from investing activities:
Purchases of property, plant, and equipment		—			(86,051	)		(161	)		—			(86,212	)
Business acquisitions, net of cash acquired		—			(10,272	)		—			—			(10,272	)
Net advances and notes between Parent and Subsidiaries		40,160			—			—			(40,160	)		—
Other		—			(15,455	)		—			—			(15,455	)
Net cash (used in) provided by investing activities		40,160			(111,778	)		(161	)		(40,160	)		(111,939	)
Cash flows from financing activities:
Net borrowings		—			58,712			—			—			58,712
Net advances and notes between Parent and Subsidiaries		—			(34,896	)		9,868			25,028			—
Other		(36,118	)		—			—			—			(36,118	)
Net cash provided by (used in) financing activities		(36,118	)		23,816			9,868			25,028			22,594
Effect of exchange rate changes on cash and cash equivalents		—			91			(248	)		—			(157	)
Net increase in cash and cash equivalents		—			2,758			(59,246	)		—			(56,488	)
Cash and cash equivalents at beginning of year		—			7,968			65,499			—			73,467
Cash and cash equivalents at end of year	$	—		$	10,726		$	6,253		$	—		$	16,979

F-204

Talecris Biotherapeutics Holdings Corp.

Notes to Consolidated Financial Statements — (Continued)

27.   Subsequent Events

Special Meeting of Stockholders

On February 14, 2011, we held a special meeting at which holders of a majority of our outstanding common stock approved the adoption of the Agreement and Plan of Merger, dated as of June 6, 2010, among Grifols and Talecris Biotherapeutics Inc. The completion of the transaction is subject to obtaining certain regulatory approvals and other customary conditions. Grifols agreed to provide written notice to the FTC staff at least thirty days prior to closing the transaction and, in any event, not to close the transaction until after 11:59 p.m. on March 20, 2011. There can be no assurance that Grifols will reach resolution with the FTC by March 20, 2011. Under the pending merger agreement, if this transaction is not closed by the current “outside date” of March 6, 2011, then under specified circumstances, either Grifols or we may elect to cause the “outside date” to be extended to a date not later than the expiration of Grifols financing for the transaction, or September 6, 2011, whichever is earlier.

Foreign Currency Hedging Program

In order to reduce the impact of volatility of foreign exchange rates on intercompany transactions, we initiated a foreign currency hedging program in the first quarter of 2011 related to both known and anticipated intercompany transactions of approximately one year in duration or less. The effective portion of the changes in fair value of these instruments is reported in other comprehensive income and reclassified into earnings in the same period or periods in which the hedged transactions affect earnings.

The changes in fair value of the hedges against firm commitments will be recognized in general and administrative expenses consistent with the underlying intercompany receivables being hedged. The changes in the fair value hedges against anticipated intercompany sales will be recognized as an adjustment to revenues when the hedged inventory sells through to third parties.

During the first quarter of 2011 we entered into approximately $49.5 (€37.1) million in notional value of fair value hedges against firm commitments and $38.4 (€28.2) million in notional value of cash flow hedges against anticipated future sales. The weighted average U.S. dollar to euro exchange rate on these foreign currency contracts is 1.3461.

These derivative financial instruments present certain market and counterparty risks. We seek to manage the counterparty risks associated with these contracts by limiting transactions to counterparties with which we have established banking relationships and limit the duration of the contracts to less than one year. We are exposed to potential losses if a counterparty fails to perform according to the terms of the agreement. We do not require collateral or other security to be furnished by counterparties to our derivative financial instruments. There can be no assurance, however, that our practice effectively mitigates counterparty risk. A number of financial institutions similar to those that serve or may serve as counterparties to our hedging arrangements were adversely affected by the global credit crisis. The failure of any of the counterparties to our hedging arrangements to fulfill their obligations to us could adversely affect our results of operations and cash flows.

F-205

Schedule II

Talecris Biotherapeutics Holdings Corp.

Valuation and Qualifying Accounts

Years Ended December 31, 2010, 2009, and 2008

	Balance at		Charges to			Charges to					Balance at
	Beginning of		Costs and			Other					End of
	Period		Expenses			Accounts		Deductions			Period
	(In thousands)
Reserve for doubtful accounts receivable:
Year ended December 31, 2010	$	3,461	$	3,519		$	—	$	(3,727	)(1)	$	3,253
Year ended December 31, 2009	$	2,020	$	2,858		$	—	$	(1,417	)(1)	$	3,461
Year ended December 31, 2008	$	2,631	$	728		$	—	$	(1,339	)(1)	$	2,020
Reserve for doubtful notes receivable and other advances:
Year ended December 31, 2010	$	4,250	$	—		$	—	$	—		$	4,250
Year ended December 31, 2009	$	4,250	$	—		$	—	$	—		$	4,250
Year ended December 31, 2008	$	—	$	4,250	(3)	$	—				$	4,250
Inventory reserves:
Year ended December 31, 2010	$	44,377	$	55,419		$	—	$	(39,796	)(2)	$	60,000
Year ended December 31, 2009	$	49,766	$	21,758		$	—	$	(27,147	)(2)	$	44,377
Year ended December 31, 2008	$	47,534	$	36,840		$	—	$	(34,608	)(2)	$	49,766

(1)	Includes write-offs of uncollectible accounts receivable and the effects of foreign exchange.
(2)	Includes the net of write-offs, reversals of reserved inventory that was sold or recoverable for other purposes such as testing, and the effects of foreign exchange.
(3)	Includes a provision for $3.2 million related to notes receivables and $1.0 million related to advances for unlicensed plasma from a then existing third party supplier due to uncertainty regarding collection.

F-206

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers

The following is a summary of the statutes, charter and bylaw provisions or other arrangements under which the registrants’ directors and officers are insured or indemnified against liability in their capacities as such. All of the directors and officers of the registrants are covered by insurance policies maintained and held in effect by Grifols, S.A. against certain losses arising from claims of breach of duty.

Grifols, S.A.

Indemnification under Grifols, S.A.’s bylaws (estatutos) and Spanish Law

Under Spanish law Grifols, S.A.’s current and former directors will be liable to the company, the shareholders and the creditors of the company for any damage they cause through acts contrary to the law or the bylaws, or acts carried out in breach of the duties inherent in the discharge of their office. No provision of Grifols, S.A.’s bylaws provides for the indemnification of the directors with respect to such liabilities.

Grifols, S.A. Directors & Officers Insurance

Grifols, S.A. maintains an insurance policy that protects its officers, managers and directors as well as all of the officers, managers and directors of its subsidiaries from certain liabilities in connection with civil, criminal or administrative claims that arise as a result of actions taken in their official capacity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”) may be permitted for directors, officers or persons controlling Grifols, S.A. pursuant to the foregoing provisions, the registrants have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Grifols Inc.

Indemnification under Grifols Inc.’s articles of incorporation, bylaws and Virginia Law

The Virginia Stock Corporation Act (the “VSCA”) permits Grifols Inc. to indemnify its officers and directors in connection with certain actions, suits and proceedings brought against them if they conducted themselves in good faith and believed their conduct to be in the best interests of Grifols Inc. and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. Unless limited in Grifols Inc.’s articles of incorporation, the VSCA requires such indemnification when a director entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director of Grifols Inc., and further provides that Grifols Inc. may make any other or further indemnity (including indemnity with respect to a proceeding by or in the right of Grifols Inc.), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation, shareholder-adopted bylaws or a resolution adopted by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law.

The VSCA establishes a statutory limit on liability of officers and directors of Grifols Inc. for damages assessed against them in a suit brought by or in the right of Grifols Inc. or brought by or on behalf of shareholders of Grifols Inc. and authorizes Grifols Inc., with shareholder approval, to specify a lower monetary limit on liability in its articles of incorporation or bylaws; however, the liability of an officer or director shall not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.

Grifols Inc.’s articles of incorporation provide that Grifols Inc. will indemnify and advance expenses to its officers and directors to the fullest extent permitted by the VSCA. Grifols Inc.’s articles of incorporation further provide for the limitation or elimination of the liability of an officer or director of Grifols Inc. for monetary damages to Grifols Inc. or its shareholders to the fullest extent permitted by the VSCA.

II-1

Grifols Inc.’s amended and restated bylaws provide that, to the fullest extent permitted by the VSCA, as it exists on the date hereof or as hereafter amended, Grifols Inc. will indemnify and advance expenses to any person who was or is a party to any proceeding, including a proceeding brought by or in the right of Grifols Inc. or brought by the shareholders of Grifols Inc., by reason of the fact that such person is or was an officer or director of Grifols Inc. Grifols Inc.’s amended and restated bylaws also provide that for a period of six years from the merger on June 1, 2011, the corporation shall honor the exculpation, indemnification and advancement of expenses provisions in the bylaws of Talecris Biotherapeutics Holdings Corp. as in effect immediately prior to such time.

Subsidiary Guarantors

Registrants incorporated under the Delaware General Corporation Law

Grifols Biologicals Inc., Biomat USA, Inc., Grifols Therapeutics Inc. and Talecris Plasma Resources, Inc. are incorporated under the laws of the State of Delaware.

Section 145(a) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted under standards similar to those discussed above, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

The certificate of incorporation of each of the above-referenced Delaware corporation registrants provides for indemnification of officers and directors to the fullest extent permitted by Delaware law.

The bylaws of each of the above-referenced Delaware corporation registrants provide that, to the full extent permitted by the laws of the State of Delaware, the corporation shall indemnify any person made or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by reason of

II-2

the fact that such person is or was a director, officer, employee or agent of the corporation, except that the bylaws of Grifols Biologicals Inc. do not provide for indemnification of directors and officers.

Registrants incorporated under the laws of the Kingdom of Spain

Instituto Grifols, S.A., Diagnostic Grifols, S.A., Movaco, S.A. and Laboratorios Grifols, S.A. are incorporated under the laws of the Kingdom of Spain.

Under Spanish law, all of a company’s (sociedad anónima) current and former directors will be liable to the company, the shareholders and the creditors of the company for any damage they cause through acts contrary to the law or the bylaws, or acts carried out in breach of the duties inherent in the discharge of their office. There are no provisions in the Spanish registrants’ bylaws that provide for the indemnification of the directors with respect to such liabilities.

Indemnification under Grifols Italia, S.p.A.’s bylaws and Italian Law

Under Italian law, Grifols Italia, S.p.A.’s current and former directors will be liable to the company, the shareholders and the creditors of the company for any damage they cause through acts contrary to the law or the bylaws, or acts carried out in breach of the duties inherent in the discharge of their office. No provision of Grifols Italia, S.p.A.’s bylaws provides for the indemnification of the directors with respect to such liabilities.

Indemnification under Grifols Deutschland GmbH’s bylaws and German Law

Under German law, Grifols Deutschland GmbH’s managing directors will be liable to the company for any damage caused by acts contrary to the law or the company’s bylaws, or acts carried out in breach of the duties inherent to their office, if and to the extent they are at fault. The managing directors will be liable for damages caused against third parties by (i) willful and immoral acts (ii) the violation of applicable protective law with willful intent or gross negligence or (iii) the violation of their organizational duties or accepted standards protecting third parties, if and to the extent they are at fault. No provision of the company’s bylaws provides for the indemnification of the managing directors with respect to such liabilities.

Item 21.   Exhibits

Exhibit
Number			Description of Exhibit
	2	.1	Agreement and Plan of Merger, dated as of June 6, 2010, by and among Grifols, S.A., Grifols, Inc. and Talecris Biotherapeutics Holdings Corp. (incorporated by reference to Exhibit 2.1 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	2	.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 4, 2010, by and among Grifols, S.A., Grifols, Inc. and Talecris Biotherapeutics Holdings Corp. (incorporated by reference to Exhibit 2.2 of Amendment No. 2 to our Registration Statement on Form F-4 (File No. 333-168701) filed on November 5, 2010)
	3	.1.1*	By-Laws (Estatutos) of Grifols, S.A.
	3	.1.2*	By-Laws (Estatutos) of Grifols, S.A. (English translation)
	3	.2.1*	Amended and Restated Articles of Incorporation of Grifols Inc.
	3	.2.2*	Amended and Restated By-laws of Grifols Inc.
	3	.3.1*	Certificate of Incorporation of Grifols Biologicals Inc.
	3	.3.2*	Certificate of Correction of the Certificate of Incorporation of Grifols Biologicals Inc.
	3	.3.3*	By-laws of Grifols Biologicals Inc.
	3	.4.1*	Amended and Restated Certificate of Incorporation of Biomat USA, Inc.
	3	.4.2*	By-laws of Biomat USA, Inc.
	3	.5.1*	Certificate of Incorporation of Grifols Therapeutics, Inc.
	3	.5.2*	Certificate of Amendment to the Certificate of Incorporation of Grifols Therapeutics, Inc.
	3	.5.3*	Certificate of Amendment to the Certificate of Incorporation of Grifols Therapeutics, Inc.

II-3

Exhibit
Number			Description of Exhibit
	3	.5.4*	By-laws of Grifols Therapeutics, Inc.
	3	.6.1*	Certificate of Incorporation of Talecris Plasma Resources, Inc.
	3	.6.2*	Certificate of Amendment of Certificate of Incorporation of Talecris Plasma Resources, Inc.
	3	.6.3*	Amended and Restated By-laws of Talecris Plasma Resources, Inc.
	3	.7.1*	By-laws (Estatutos) of Instituto Grifols, S.A.
	3	.7.2*	By-laws (Estatutos) of Instituto Grifols, S.A. (English translation)
	3	.8.1*	By-laws (Estatutos) of Diagnostic Grifols, S.A.
	3	.8.2*	By-laws (Estatutos) of Diagnostic Grifols, S.A. (English translation)
	3	.9.1*	By-laws (Estatutos) of Movaco, S.A.
	3	.9.2*	By-laws (Estatutos) of Movaco, S.A. (English translation)
	3	.10.1*	By-laws (Estatutos) of Laboratorios Grifols, S.A.
	3	.10.2*	By-laws (Estatutos) of Laboratorios Grifols, S.A. (English translation)
	3	.11.1*	By-laws of Grifols Italia, S.p.A.
	3	.11.2*	By-laws of Grifols Italia, S.p.A. (English translation)
	3	.12*	By-laws of Grifols Deutschland GmbH
	4	.1*	Senior Notes Indenture, dated as of January 21, 2011, relating to the 8.25% Senior Notes due 2018, among Giant Funding Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
	4	.2*	Form of 8.25% Senior Note (included as Exhibit A to Exhibit 4.1)
	4	.3*	Supplemental Indenture, dated June 1, 2011, by and among Grifols Inc., Grifols, S.A., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
	4	.4*	Second Supplemental Indenture, dated as of October 4, 2011, between Grifols Deutschland GmbH and The Bank of New York Mellon Trust Company, N.A., as trustee.
	4	.5*	Registration Rights Agreement, dated January 21, 2011, by and among Giant Funding Corp. and Deutsche Bank Securities Inc., as representative of the several initial purchasers.
	4	.6*	Registration Rights Agreement Joinder, dated as of June 1, 2011, by and among Grifols Inc., Grifols, S.A. and the subsidiary guarantors party thereto.
	5	.1*	Opinion of Proskauer Rose LLP, New York, NY, United States of America
	5	.2*	Opinion of Hunton & Williams LLP, Richmond, VA, United States of America
	5	.3*	Opinion of Osborne Clarke, S.L.P., Barcelona, Spain
	5	.4*	Opinion of SLA Studio Legale Associato, Milan, Italy with respect to Grifols Italia, S.p.A.
	5	.5*	Opinion of Osborne Clarke, Munich, Germany with respect to Grifols Deutschland GmbH
	10	.1*	Credit and Guaranty Agreement, dated as of November 23, 2010, among Grifols Inc., Grifols, S.A., certain subsidiaries of Grifols, S.A., the 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.
	10	.2*	First Amendment to Credit and Guaranty Agreement, dated as of March 3, 2011, by and among Grifols, Inc., Deutsche Bank AG New York Branch, as administrative agent.
	10	.3*	Second Amendment to Credit and Guaranty Agreement, dated as of May 31, 2011, by and among Grifols, Inc. and Deutsche Bank AG New York Branch, as administrative agent.
	10	.4*	Counterpart Agreement, dated June 1, 2011, by and among Grifols Inc., Grifols, S.A. and certain of its subsidiaries, the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.
	10	.5*	U.S. Pledge and Security Agreement, dated as of June 1, 2011, among the grantors party thereto and Deutsche Bank AG New York Branch, as collateral agent.

II-4

Exhibit
Number			Description of Exhibit
	10	.6*	Assumption Agreement, dated as of June 1, 2011, by and between Grifols, Inc. and Deutsche Bank AG New York Branch, as administrative agent.
	10	.7	Voting Agreement between Grifols, S.A. and Talecris Holdings, LLC (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	10	.8	Form of Voting Agreement between certain holders of ordinary shares of Grifols, S.A. and Talecris Biotherapeutics Holdings Corp. (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	10	.9	Lock-up Agreement between Grifols, S.A. and Talecris Holdings, LLC (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	10	.10	Appraisal Indemnity Agreement, dated as of November 4, 2010, by and among Talecris Biotherapeutics Holdings Corp., Grifols, S.A., and Talecris Holdings, LLC, and solely with respect to the provisions of Section 9, Cerberus Capital Management, L.P. (incorporated by reference to Exhibit 10.4 of Amendment No. 2 to our Registration Statement on Form F-4 (File No. 333-168701) filed on November 5, 2010)
	10	.11	Toll Manufacturing Agreement for Testing and Packaging, dated April 4, 2008, by and between Talecris Biotherapeutics, GmbH and Catalent France Limoges SAS (incorporated by reference to Exhibit 10.35 of Amendment No. 8 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on August 19, 2009)+
	10	.12	Retained Intellectual Property License Agreement, dated as of March 31, 2005, by and between Bayer Healthcare LLC and Talecris Biotherapeutics, Inc. (f/k/a NPS Biotherapeutics, Inc.) (incorporated by reference to Exhibit 10.31.1 of Amendment No. 1 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 24, 2007)
	10	.13	Amendment to Retained Intellectual Property Licensing Agreement, entered into as of August 10, 2007, by and between Bayer Healthcare LLC and Talecris Biotherapeutics, Inc. (incorporated by reference to Exhibit 10.31.2 of Amendment No. 1 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 24, 2007)
	10	.14	Fractionation Services and Commercial Products Agreement, dated as of April 1, 2008, between and amongst Canadian Blood Services/Societe Canadienne Du Sang, Talecris Biotherapeutics, Inc. and Talecris Biotherapeutics, Ltd. (incorporated by reference to Exhibit 10.29 of Amendment No. 9 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 11, 2009)+
	10	.15	Fractionation Services and Commercial Products Agreement, dated as of April 1, 2008, between and amongst Héma-Québec, Talecris Biotherapeutics, Ltd. and Talecris Biotherapeutics, Inc. (incorporated by reference to Exhibit 10.30.1 of Amendment No. 9 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 11, 2009)+
	10	.16	Amending Agreement No. 1, effective as of May 26, 2008, to Fractionation Services and Commercial Products, dated as of April 1, 2008, by and among Héma-Québec, Talecris Biotherapeutics, Ltd. and Talecris Biotherapeutics, Inc. (incorporated by reference to Exhibit 10.30.2 of Amendment No. 6 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on July 2, 2009)+
	12	.1*	Statement of Computation of Ratio of Earnings to Fixed Charges
	21	.1*	Subsidiaries of the Registrants
	23	.1*	Consent of Proskauer Rose LLP, New York, NY, United States of America (included in Exhibit 5.1)
	23	.2*	Consent of Hunton & Williams LLP, Richmond, VA, United States of America (included in Exhibit 5.2)
	23	.3*	Consent of Osborne Clarke Spain, Barcelona, Spain (included in Exhibit 5.3)
	23	.4*	Consent of SLA Studio Legale Associato, Milan, Italy with respect to Grifols Italia, S.p.A. (included in Exhibit 5.4)

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Exhibit
Number			Description of Exhibit
	23	.5*	Consent of Osborne Clarke Germany, Munich, Germany with respect to Grifols Deutschland GmbH (included in Exhibit 5.5)
	23	.6*	Consent of KPMG Auditores, S.L., Independent Registered Public Accounting Firm
	23	.7*	Consent of PriceWaterhouseCoopers LLP, Independent Registered Public Accounting Firm
	24	.1*	Power of Attorney (included on the signature pages hereto)
	25	.1*	Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture
	99	.1*	Form of Letter of Transmittal
	99	.2*	Form of Notice of Guaranteed Delivery
	99	.3*	Form of Letter to Registered Holders and Depository Trust Company Participants
	99	.4*	Form of Letter to Clients

*	Filed herewith.
+	Portions of the exhibit have been omitted pursuant to an order granting confidential treatment dated September 30, 2009 by the Securities and Exchange Commission.

Item 22.   Undertakings

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by Grifols Inc.. pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered

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therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrants include in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by Grifols Inc. pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(7) That, for purposes of determining any liability under the Securities Act, each filing of Grifols Inc.’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person against any registrant in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Grifols Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Virginia, on October 24, 2011.

GRIFOLS INC.

By:  /s/  David I. Bell

Name:     David I. Bell

Title:  Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints David I. Bell, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Gregory G. Rich Gregory G. Rich	Director and Chief Executive Officer (principal executive officer)
/s/  Max de Brouwer Max de Brouwer	Chief Financial Officer (principal financial officer and principal accounting officer)
/s/  Victor Grifols Roura Victor Grifols Roura	Director
/s/  David I. Bell David I. Bell	Director
/s/  Ramón Riera Ramón Riera	Director
/s/  Juan Ignacio Twose Roura Juan Ignacio Twose Roura	Director
/s/  Alfredo Arroyo Alfredo Arroyo	Director
Tomás Dagá Gelabert	Director
Thomas Glanzmann	Chairman of the Board of Directors

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Grifols, S.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Spain, on October 24, 2011.

GRIFOLS, S.A.

By:  /s/  Victor Grifols Roura

Name:     Victor Grifols Roura

Title:  Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Victor Grifols Roura, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Victor Grifols Roura Victor Grifols Roura	Director, Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)
/s/  Alfredo Arroyo Guerra Alfredo Arroyo Guerra	Vice President and Chief Financial Officer (principal financial officer)
/s/  Montserrat Lloveras Calvo Montserrat Lloveras Calvo	Administrative Director and Controller (principal accounting officer)
/s/  Juan Ignacio Twose Roura Juan Ignacio Twose Roura	Director and Vice President
/s/  Ramón Riera Roca Ramón Riera Roca	Director and Vice President
/s/  Tomás Dagá Gelabert Tomás Dagá Gelabert	Director

II-10

Signature	Title
/s/  José Antonio Grifols Gras Thorthol Holdings B.V. (represented by José Antonio Grifols Gras)	Director
/s/  Edgar Dalzell Jannotta Edgar Dalzell Jannotta	Director
/s/  Anna Veiga Lluch Anna Veiga Lluch	Director
/s/  William Brett Ingersoll William Brett Ingersoll	Director
Luis Isasi Fernández de Bobadilla	Director
/s/  Steven Francis Mayer Steven Francis Mayer	Director
/s/  Thomas Glanzmann Thomas Glanzmann	Director
/s/  David I. Bell David I. Bell	Authorized Representative in the United States

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Grifols Biologicals Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Delaware, on October 24, 2011.

GRIFOLS BIOLOGICALS INC.

By:  /s/  David I. Bell

Name:     David I. Bell

Title:  Vice President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints David I. Bell, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Gregory G. Rich Gregory G. Rich	Director, Chairman of the Board of Directors and the principal executive officer
/s/  David I. Bell David I. Bell	Director
/s/  Willie Zuniga Willie Zuniga	Director
/s/  Max de Brouwer Max de Brouwer	Principal financial officer and principal accounting officer

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Biomat USA, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Delaware, on October 24, 2011.

BIOMAT USA, INC.

By:  /s/  David I. Bell

Name:     David I. Bell

Title:  Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints David I. Bell, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  David I. Bell David I. Bell	Director and Chairman of the Board of Directors
/s/  Gregory Gene Rich Gregory Gene Rich	Director and the principal executive officer
/s/  Victor Grifols Roura Victor Grifols Roura	Director
/s/  Juan Ignacio Twose Roura Juan Ignacio Twose Roura	Director
Tomás Dagá Gelabert	Director
/s/  Ramón Riera Roca Ramón Riera Roca	Director
/s/  Shinji Wada Shinji Wada	Director
/s/  Javier Jorba Javier Jorba	Director
/s/  Max de Brouwer Max de Brouwer	Principal financial officer and principal accounting officer

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Grifols Therapeutics Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Delaware, on October 24, 2011.

GRIFOLS THERAPEUTICS INC.

By:  /s/  David I. Bell

Name:     David I. Bell

Title:  Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints David I. Bell, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Gregory Gene Rich Gregory Gene Rich	Director, Chairman of the Board of Directors and the principal executive officer
/s/  David I. Bell David I. Bell	Director
Mary J. Kuhn	Director
/s/  Max de Brouwer Max de Brouwer	Principal financial officer and principal accounting officer

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Talecris Plasma Resources, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Delaware, on October 24, 2011.

TALECRIS PLASMA RESOURCES, INC.

By:  /s/  David I. Bell

Name:     David I. Bell

Title:  Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints David I. Bell, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Gregory G. Rich Gregory G. Rich	Director and the principal executive officer
Mary J. Kuhn	Director
/s/  David I. Bell David I. Bell	Director
/s/  Shinji Wada Shinji Wada	Director
/s/  Max de Brouwer Max de Brouwer	principal financial officer and principal accounting officer

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Instituto Grifols, S.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Spain, on October 24, 2011.

INSTITUTO GRIFOLS, S.A.

By:  /s/    Victor Grifols Roura

Name:     Victor Grifols Roura

Title:  Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Victor Grifols Roura, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Victor Grifols Roura Victor Grifols Roura	Director, Chairman and Chief Executive Officer
/s/  Javier Jorba Ribes Biomat, S.A. (represented by Javier Jorba Ribes)	Director and Chief Executive Officer (principal executive officer)
José Antonio Grifols Gras	Director
Edgar Dalzell Jannotta	Director
Thomas Glanzmann	Director
/s/  Juan Ignacio Twose Roura Juan Ignacio Twose Roura	Director

II-16

Signature	Title
/s/  Ramón Riera Roca Ramón Riera Roca	Director
/s/  Alfredo Arroyo Guerra Alfredo Arroyo Guerra	Chief Financial Officer (principal financial officer)
/s/  Montserrat Lloveras Calvo Montserrat Lloveras Calvo	Controller (principal accounting officer)
/s/  David I. Bell David I. Bell	Authorized Representative in the United States

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Diagnostic Grifols, S.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Spain, on October 24, 2011.

DIAGNOSTIC GRIFOLS, S.A.

By:  /s/  Victor Grifols Roura

Name:     Victor Grifols Roura

Title:  Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Victor Grifols Roura, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Victor Grifols Roura Victor Grifols Roura	Director (Administrador Solidario)
/s/  Oriol Duñach Fulla Oriol Duñach Fulla	Director (Administrador Solidario) and the principal executive officer
/s/  Alfredo Arroyo Guerra Alfredo Arroyo Guerra	Chief Financial Officer (principal financial officer)
/s/  Montserrat Lloveras Calvo Montserrat Lloveras Calvo	Controller (principal accounting officer)
/s/  David I. Bell David I. Bell	Authorized Representative in the United States

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Movaco, S.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Spain, on October 24, 2011.

MOVACO, S.A.

By:  /s/  Victor Grifols Roura

Name:     Victor Grifols Roura

Title:  Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Victor Grifols Roura, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Victor Grifols Roura Victor Grifols Roura	Director (Administrador Solidario)
/s/  Santiago González Orti Santiago González Orti	Director (Administrador Solidario) and the principal executive officer
/s/  Miquel Pascual Montblanch Miquel Pascual Montblanch	Director (Administrador Solidario)
/s/  Alfredo Arroyo Guerra Alfredo Arroyo Guerra	Chief Financial Officer (principal financial officer)
/s/  Montserrat Lloveras Calvo Montserrat Lloveras Calvo	Controller (principal accounting officer)
/s/  David I. Bell David I. Bell	Authorized Representative in the United States

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Laboratorios Grifols, S.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Spain, on October 24, 2011.

LABORATORIOS GRIFOLS, S.A.

By:  /s/  Victor Grifols Roura

Name:     Victor Grifols Roura

Title:  Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Victor Grifols Roura, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Victor Grifols Roura Victor Grifols Roura	Director (Administrador Solidario)
/s/  Alberto Grifols Roura Alberto Grifols Roura	Director (Administrador Solidario) and the principal executive officer
/s/  Alfredo Arroyo Guerra Alfredo Arroyo Guerra	Chief Financial Officer (principal financial officer)
/s/  Montserrat Lloveras Calvo Montserrat Lloveras Calvo	Controller (principal accounting officer)
/s/  David I. Bell David I. Bell	Authorized Representative in the United States

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Grifols Italia, S.p.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Italy, on October 24, 2011.

GRIFOLS ITALIA, S.P.A.

By:  /s/  Victor Grifols Roura

Name:     Victor Grifols Roura

Title:  Attorney-in-fact

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Victor Grifols Roura, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Riccardo Vanni Riccardo Vanni	Chief Executive Officer (principal executive officer)
/s/  Montserrat Lloveras Calvo Montserrat Lloveras Calvo	Director
/s/  Ramón Riera Roca Ramón Riera Roca	Director, Chairman of the Board of Directors
/s/  Alfredo Arroyo Guerra Alfredo Arroyo Guerra	Director
/s/  Andrea Guidi Andrea Guidi	Chief Financial Officer (principal financial officer and principal accounting officer)
/s/  David I. Bell David I. Bell	Authorized Representative in the United States

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Grifols Deutschland GmbH certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Germany, on October 24, 2011.

GRIFOLS DEUTSCHLAND GMBH

By:  /s/  Ramon Riera Roca

Name:     Ramon Riera Roca

Title:  Managing Director

By:  /s/  Alfredo Arroyo Guerra   

Name:     Alfredo Arroyo Guerra

Title:  Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below constitutes and appoints Ramon Riera Roca and Alfredo Arroyo Guerra and each of them, his or her true and lawful attorneys-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement or any registration statement in connection herewith that is to be effective upon filing pursuant to Rule 462 (b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on October 24, 2011.

Signature	Title
/s/  Ramón Riera Roca Ramón Riera Roca	Managing Director
/s/  Alfredo Arroyo Guerra Alfredo Arroyo Guerra	Managing Director and the principal executive officer
/s/  Thierry Heirich Thierry Heirich	Managing Director
/s/  Montserrat Lloveras Calvo Montserrat Lloveras Calvo	Managing Director
/s/  Ainhoa Mendizabal Ainhoa Mendizabal	Chief Financial Officer (principal financial officer and principal accounting officer)
/s/  David I. Bell David I. Bell	Authorized Representative in the United States

II-22

EXHIBIT INDEX

Exhibit
Number			Description of Exhibit
	2	.1	Agreement and Plan of Merger, dated as of June 6, 2010, by and among Grifols, S.A., Grifols, Inc. and Talecris Biotherapeutics Holdings Corp. (incorporated by reference to Exhibit 2.1 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	2	.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 4, 2010, by and among Grifols, S.A., Grifols, Inc. and Talecris Biotherapeutics Holdings Corp. (incorporated by reference to Exhibit 2.2 of Amendment No. 2 to our Registration Statement on Form F-4 (File No. 333-168701) filed on November 5, 2010)
	3	.1.1*	By-Laws (Estatutos) of Grifols, S.A.
	3	.1.2*	By-Laws (Estatutos) of Grifols, S.A. (English translation)
	3	.2.1*	Amended and Restated Articles of Incorporation of Grifols Inc.
	3	.2.2*	Amended and Restated By-laws of Grifols Inc.
	3	.3.1*	Certificate of Incorporation of Grifols Biologicals Inc.
	3	.3.2*	Certificate of Correction of the Certificate of Incorporation of Grifols Biologicals Inc.
	3	.3.3*	By-laws of Grifols Biologicals Inc.
	3	.4.1*	Amended and Restated Certificate of Incorporation of Biomat USA, Inc.
	3	.4.2*	By-laws of Biomat USA, Inc.
	3	.5.1*	Certificate of Incorporation of Grifols Therapeutics, Inc.
	3	.5.2*	Certificate of Amendment to the Certificate of Incorporation of Grifols Therapeutics, Inc.
	3	.5.3*	Certificate of Amendment to the Certificate of Incorporation of Grifols Therapeutics, Inc.
	3	.5.4*	By-laws of Grifols Therapeutics, Inc.
	3	.6.1*	Certificate of Incorporation of Talecris Plasma Resources, Inc.
	3	.6.2*	Certificate of Amendment of Certificate of Incorporation of Talecris Plasma Resources, Inc.
	3	.6.3*	Amended and Restated By-laws of Talecris Plasma Resources, Inc.
	3	.7.1*	By-laws (Estatutos) of Instituto Grifols, S.A.
	3	.7.2*	By-laws (Estatutos) of Instituto Grifols, S.A. (English translation)
	3	.8.1*	By-laws (Estatutos) of Diagnostic Grifols, S.A.
	3	.8.2*	By-laws (Estatutos) of Diagnostic Grifols, S.A. (English translation)
	3	.9.1*	By-laws (Estatutos) of Movaco, S.A.
	3	.9.2*	By-laws (Estatutos) of Movaco, S.A. (English translation)
	3	.10.1*	By-laws (Estatutos) of Laboratorios Grifols, S.A.
	3	.10.2*	By-laws (Estatutos) of Laboratorios Grifols, S.A. (English translation)
	3	.11.1*	By-laws of Grifols Italia, S.p.A.
	3	.11.2*	By-laws of Grifols Italia, S.p.A. (English translation)
	3	.12*	By-laws of Grifols Deutschland GmbH
	4	.1*	Senior Notes Indenture, dated as of January 21, 2011, relating to the 8.25% Senior Notes due 2018, among Giant Funding Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
	4	.2*	Form of 8.25% Senior Note (included as Exhibit A to Exhibit 4.1)
	4	.3*	Supplemental Indenture, dated June 1, 2011, by and among Grifols Inc., Grifols, S.A., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
	4	.4*	Second Supplemental Indenture, dated as of October 4, 2011, between Grifols Deutschland GmbH and The Bank of New York Mellon Trust Company, N.A., as trustee.
	4	.5*	Registration Rights Agreement, dated January 21, 2011, by and among Giant Funding Corp. and Deutsche Bank Securities Inc., as representative of the several initial purchasers.
	4	.6*	Registration Rights Agreement Joinder, dated as of June 1, 2011, by and among Grifols Inc., Grifols, S.A. and the subsidiary guarantors party thereto.
	5	.1*	Opinion of Proskauer Rose LLP, New York, NY, United States of America

Exhibit
Number			Description of Exhibit
	5	.2*	Opinion of Hunton & Williams LLP, Richmond, VA, United States of America
	5	.3*	Opinion of Osborne Clarke, S.L.P., Barcelona, Spain
	5	.4*	Opinion of SLA Studio Legale Associato, Milan, Italy with respect to Grifols Italia, S.p.A.
	5	.5*	Opinion of Osborne Clarke, Munich, Germany with respect to Grifols Deutschland GmbH
	10	.1*	Credit and Guaranty Agreement, dated as of November 23, 2010, among Grifols Inc., Grifols, S.A., certain subsidiaries of Grifols, S.A., the 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.
	10	.2*	First Amendment to Credit and Guaranty Agreement, dated as of March 3, 2011, by and among Grifols, Inc., Deutsche Bank AG New York Branch, as administrative agent.
	10	.3*	Second Amendment to Credit and Guaranty Agreement, dated as of May 31, 2011, by and among Grifols, Inc. and Deutsche Bank AG New York Branch, as administrative agent.
	10	.4*	Counterpart Agreement, dated June 1, 2011, by and among Grifols Inc., Grifols, S.A. and certain of its subsidiaries, the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.
	10	.5*	U.S. Pledge and Security Agreement, dated as of June 1, 2011, among the grantors party thereto and Deutsche Bank AG New York Branch, as collateral agent.
	10	.6*	Assumption Agreement, dated as of June 1, 2011, by and between Grifols, Inc. and Deutsche Bank AG New York Branch, as administrative agent.
	10	.7	Voting Agreement between Grifols, S.A. and Talecris Holdings, LLC (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	10	.8	Form of Voting Agreement between certain holders of ordinary shares of Grifols, S.A. and Talecris Biotherapeutics Holdings Corp. (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	10	.9	Lock-up Agreement between Grifols, S.A. and Talecris Holdings, LLC (incorporated by reference to Exhibit 10.3 of our Registration Statement on Form F-4 (File No. 333-168701) filed on August 10, 2010)
	10	.10	Appraisal Indemnity Agreement, dated as of November 4, 2010, by and among Talecris Biotherapeutics Holdings Corp., Grifols, S.A., and Talecris Holdings, LLC, and solely with respect to the provisions of Section 9, Cerberus Capital Management, L.P. (incorporated by reference to Exhibit 10.4 of Amendment No. 2 to our Registration Statement on Form F-4 (File No. 333-168701) filed on November 5, 2010)
	10	.11	Toll Manufacturing Agreement for Testing and Packaging, dated April 4, 2008, by and between Talecris Biotherapeutics, GmbH and Catalent France Limoges SAS (incorporated by reference to Exhibit 10.35 of Amendment No. 8 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on August 19, 2009)+
	10	.12	Retained Intellectual Property License Agreement, dated as of March 31, 2005, by and between Bayer Healthcare LLC and Talecris Biotherapeutics, Inc. (f/k/a NPS Biotherapeutics, Inc.) (incorporated by reference to Exhibit 10.31.1 of Amendment No. 1 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 24, 2007)
	10	.13	Amendment to Retained Intellectual Property Licensing Agreement, entered into as of August 10, 2007, by and between Bayer Healthcare LLC and Talecris Biotherapeutics, Inc. (incorporated by reference to Exhibit 10.31.2 of Amendment No. 1 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 24, 2007)
	10	.14	Fractionation Services and Commercial Products Agreement, dated as of April 1, 2008, between and amongst Canadian Blood Services/Societe Canadienne Du Sang, Talecris Biotherapeutics, Inc. and Talecris Biotherapeutics, Ltd. (incorporated by reference to Exhibit 10.29 of Amendment No. 9 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 11, 2009)+

Exhibit
Number			Description of Exhibit
	10	.15	Fractionation Services and Commercial Products Agreement, dated as of April 1, 2008, between and amongst Héma-Québec, Talecris Biotherapeutics, Ltd. and Talecris Biotherapeutics, Inc. (incorporated by reference to Exhibit 10.30.1 of Amendment No. 9 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on September 11, 2009)+
	10	.16	Amending Agreement No. 1, effective as of May 26, 2008, to Fractionation Services and Commercial Products, dated as of April 1, 2008, by and among Héma-Québec, Talecris Biotherapeutics, Ltd. and Talecris Biotherapeutics, Inc. (incorporated by reference to Exhibit 10.30.2 of Amendment No. 6 to Talecris’ Registration Statement on Form S-1 (File No. 333-144941) filed on July 2, 2009)+
	12	.1*	Statement of Computation of Ratio of Earnings to Fixed Charges
	21	.1*	Subsidiaries of the Registrants
	23	.1*	Consent of Proskauer Rose LLP, New York, NY, United States of America (included in Exhibit 5.1)
	23	.2*	Consent of Hunton & Williams LLP, Richmond, VA, United States of America (included in Exhibit 5.2)
	23	.3*	Consent of Osborne Clarke Spain, Barcelona, Spain (included in Exhibit 5.3)
	23	.4*	Consent of SLA Studio Legale Associato, Milan, Italy with respect to Grifols Italia, S.p.A. (included in Exhibit 5.4)
	23	.5*	Consent of Osborne Clarke Germany, Munich, Germany with respect to Grifols Deutschland GmbH (included in Exhibit 5.5)
	23	.6*	Consent of KPMG Auditores, S.L., Independent Registered Public Accounting Firm
	23	.7*	Consent of PriceWaterhouseCoopers LLP, Independent Registered Public Accounting Firm
	24	.1*	Power of Attorney (included on the signature pages hereto)
	25	.1*	Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture
	99	.1*	Form of Letter of Transmittal
	99	.2*	Form of Notice of Guaranteed Delivery
	99	.3*	Form of Letter to Registered Holders and Depository Trust Company Participants
	99	.4*	Form of Letter to Clients

*	Filed herewith.
+	Portions of the exhibit have been omitted pursuant to an order granting confidential treatment dated September 30, 2009 by the Securities and Exchange Commission.

EX-3.1.1

Exhibit 3.1.1

ESTATUTOS SOCIALES DE GRIFOLS, S.A.

ESTATUTOS SOCIALES
DE
GRIFOLS, S.A.

TÍTULO I

DENOMINACIÓN, OBJETO, DOMICILIO Y DURACIÓN

Artículo 1°.- Denominación social.- La sociedad denominada GRIFOLS, S.A., es de naturaleza mercantil, forma de anónima, nacionalidad española y se rige por los presentes Estatutos y, en cuanto en ellos no estuviere dispuesto o sea de aplicación preceptiva, por el Texto Refundido de la Ley de Sociedades Anónimas de 22 de diciembre de 1989, Código de Comercio y demás disposiciones vigentes de aplicación.

Artículo 2°.- La Sociedad tiene por objeto la prestación de servicios de administración, gestión y control de empresas y negocios, así como la inversión en bienes muebles e inmuebles.

Artículo 3°.- Domicilio social.- La Sociedad establece su domicilio en Barcelona (08022), calle Jesús y María, n° 6, pudiendo acordar su traslado dentro del mismo término municipal, establecer sucursales, oficinas o agencias en cualquier lugar de España o del extranjero, por acuerdo del Consejo de Administración.

Artículo 4°.- La duración de la Sociedad será por tiempo indefinido iniciando sus operaciones el mismo día del otorgamiento de su escritura fundacional.

Artículo 5°.- El ejercicio social empezará el día primero de enero y terminará el día 31 de diciembre de cada año; por excepción el ejercicio que terminará el 31 de diciembre de 1997, se ha iniciado el día 1 de agosto de 1997.

TÍTULO II

CAPITAL SOCIAL Y ACCIONES

Artículo 6.- Capital social

1.	Acciones. El capital de la Sociedad es de 114.913.618,30 euros, representado por 296.876.587 acciones, íntegramente suscritas y desembolsadas, pertenecientes a dos clases distintas:
1.1.	213.064.899 acciones pertenecientes a la Clase “A”, de 0,50 euros de valor nominal cada una, pertenecientes a la misma clase y serie, y que son las acciones ordinarias de la Sociedad (las “Acciones Clase A”); y
1.2.	83.811.688 acciones pertenecientes a la Clase “B”, de 0,10 euros de valor nominal cada una, pertenecientes a la misma clase y serie, y que son acciones sin voto de la Sociedad con los derechos preferentes establecidos en el Artículo 6° Bis de estos

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ESTATUTOS SOCIALES DE GRIFOLS, S.A.

	estatutos (las “Acciones Clase B” y, conjuntamente con las Acciones Clase A, las “acciones”).
2.	Representación. Las acciones están representadas por medio de anotaciones en cuenta y se rigen por la Ley del Mercado de Valores y demás disposiciones que les sean aplicables. La llevanza del registro contable de anotaciones en cuenta corresponderá a la Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear) y a sus entidades participantes.

Artículo 6°Bis.- Términos y condiciones de las Acciones Clase B

1. General

Cada Acción Clase B deberá ser tratada en todos los aspectos, pese a tener un valor nominal inferior, como idéntica a una Acción Clase A, y las Acciones Clase B no serán sometidas a un trato discriminatorio respecto de las Acciones Clase A, si bien, como excepción a lo anterior, las Acciones Clase B (i) no tienen derecho de voto; y (ii) tienen el derecho al dividendo preferente, el derecho a la cuota de liquidación preferente y los otros derechos establecidos en este Artículo 6 Bis.

El derecho de cada Acción Clase B a los dividendos y otros repartos y distribuciones distintos del Dividendo Preferente y el derecho de suscripción preferente y de asignación gratuita de acciones de cada Acción Clase B son los previstos en los apartados 3.1 y 6.1 de este Artículo 6 Bis y son iguales a los de una Acción Clase A, a pesar de que el valor nominal de una Acción Clase B es inferior al de una Acción Clase A, al amparo de los Artículos 98 a 103 y 498 a 499 de la Ley de Sociedades de Capital.

2.	Dividendo preferente
2.1.	Cálculo. Cada Acción Clase B da derecho a su titular a recibir un dividendo preferente mínimo anual con cargo a los beneficios distribuibles de cada ejercicio a cuya finalización la Acción Clase B permanezca emitida (el “Dividendo Preferente” y cada ejercicio respecto del que el Dividendo Preferente se calcula, un “Periodo de Cálculo”) igual a 0,01 euros por Acción Clase B.
2.2.	Preferencia. La Sociedad está obligada a acordar el reparto del Dividendo Preferente correspondiente a un Periodo de Cálculo y a pagarlo a los titulares de las Acciones Clase B antes de pagar dividendo alguno a los titulares de las Acciones Clase A con cargo a los beneficios distribuibles obtenidos por la Sociedad en dicho Periodo de Cálculo.
2.3.	Devengo. Pago. Carácter no acumulativo.

(A) El Dividendo Preferente correspondiente a todas las Acciones Clase B que estuviesen emitidas a la finalización de un Periodo de Cálculo deberá pagarse por la Sociedad a los titulares de las Acciones Clase B dentro de los nueve meses siguientes a la finalización de dicho Periodo de Cálculo, en la cuantía en que el importe agregado de dicho Dividendo Preferente para las Acciones Clase B no

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ESTATUTOS SOCIALES DE GRIFOLS, S.A.

exceda del importe de los beneficios distribuibles obtenidos por la Sociedad en dicho Periodo de Cálculo.

(B)

Si en un Periodo de Cálculo la Sociedad no hubiese obtenido beneficios distribuibles suficientes para el completo pago, con cargo a los beneficios distribuibles obtenidos por la Sociedad en ese Periodo de Cálculo, del Dividendo Preferente de todas las Acciones Clase B que estuviesen emitidas a la finalización de ese Periodo de Cálculo, la parte del importe agregado de dicho Dividendo Preferente para las Acciones Clase B que exceda de los beneficios distribuibles obtenidos por la Sociedad durante ese Periodo de Cálculo no se pagará ni se acumulará como dividendo pagadero en el futuro.

2.4.	Derechos de voto en caso de falta de pago del Dividendo Preferente. La falta de pago, total o parcial, del Dividendo Preferente en un Periodo de Cálculo debido a la no obtención por la Sociedad de beneficios distribuibles suficientes para el completo pago del Dividendo Preferente de ese Periodo de Cálculo, no supondrá la recuperación del derecho de voto para las Acciones Clase B.
3.	Otros dividendos y repartos
3.1.	Cada Acción Clase B da derecho a su titular a recibir, además del Dividendo Preferente, los mismos dividendos y otros repartos o distribuciones (con independencia de si esos dividendos, repartos o distribuciones se satisfacen en dinero, valores de la Sociedad o de cualquiera de sus filiales, o cualesquiera otros valores, bienes o derechos) que una Acción Clase A y, en consecuencia, cada Acción Clase B deberá ser tratada como una Acción Clase A en relación con cualesquiera dividendos y otras repartos o distribuciones satisfechas a titulares de Acciones Clase A, incluyendo en lo relativo a la fecha de declaración y pago de tales dividendos, repartos o distribucines.
4.	Derecho de rescate
4.1	Supuesto de rescate. Cada Acción Clase B da derecho a su titular a obtener su rescate conforme a lo establecido en este apartado 4 en caso de que (cada oferta que cumpla lo que sigue, un “Supuesto de Rescate”) se formulase y liquidase (en todo o en parte) una oferta pública de adquisición por la totalidad o parte de las acciones de la Sociedad excepto si los titulares de Acciones Clase B hubiesen tenido derecho a participar en esa oferta y a que sus acciones fuesen adquiridas en esa oferta de la misma forma y en los mismos términos que los titulares de Acciones Clase A (incluyendo, sin limitación, por la misma contraprestación).
4.2	Máximo porcentaje de Acciones Clase B rescatadas ante un Supuesto de Rescate. No obstante lo anterior, las Acciones Clase B rescatadas como consecuencia de un determinado Supuesto de Rescate no podrán representar respecto del total de Acciones Clase B en circulación al tiempo de formularse la oferta pública de adquisición que dé lugar a ese Supuesto de Rescate de que se trate un porcentaje superior a ese que la suma de las Acciones Clase A (i) a que se dirija la oferta que dé lugar a ese Supuesto de Rescate, (ii) de que sean titulares los oferentes en esa oferta y (iii) de que sean titulares las personas que actúen en concierto con los oferentes o las personas que

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	hayan alcanzado con los oferentes algún acuerdo relativo a la oferta represente respecto del total de Acciones Clase A en circulación al tiempo de formularse la oferta pública de adquisición que dé lugar a ese Supuesto de Rescate.
	En caso de que por aplicación del límite antes referido no pueda atenderse el rescate de todas las Acciones Clase B respecto de las que en ese Supuesto de Rescate se haya ejercitado el derecho de rescate, se reducirán las Acciones Clase B a rescatar de cada titular de Acciones Clase B en proporción al número de Acciones Clase B respecto de las que haya ejercido el derecho de rescate de forma que no se exceda el referido límite.
4.3	Proceso de rescate. En caso de que se produzca un Supuesto de Rescate,

(A)	Anuncio: La Sociedad deberá, a efectos informativos y en el plazo de 10 días desde que tenga lugar un Supuesto de Rescate, publicar en el Boletín Oficial del Registro Mercantil, los Boletines de las Bolsas de Valores españolas y en al menos dos de los diarios de mayor circulación de Barcelona un anuncio informando a los titulares de las Acciones Clase B de la ocurrencia de un Supuesto de Rescate y del proceso para el ejercicio del derecho de rescate en relación con ese Supuesto de Rescate.
(B)	Ejercicio por los titulares: Cada titular de Acciones Clase B podrá ejercitar su derecho de rescate durante dos meses desde la primera fecha de liquidación de la oferta que dé lugar al Supuesto de Rescate mediante comunicación a la Sociedad. La Sociedad deberá asegurarse que la comunicación de ejercicio del derecho de rescate pueda realizarse a través de los sistemas de la Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear).
(C)	Precio: El precio de rescate que deberá ser pagado por la Sociedad por cada Acción Clase B respecto de la que se haya ejercido el derecho de rescate será igual a la suma de (i) un importe en euros igual a la contraprestación más alta pagada en la oferta que dé lugar al Supuesto de Rescate e (ii) intereses sobre el importe referido en (i) desde la primera fecha de liquidación de la oferta que dé lugar al Supuesto de Rescate hasta la fecha de completo pago del precio de rescate a un tipo igual a Euribor a un año más 300 puntos básicos.
	A efectos del párrafo anterior, se considerará, como importe en euros respecto a cualquier contraprestación no dineraria satisfecha en la oferta que dé lugar al Supuesto de Rescate, su valor de mercado por referencia a la fecha de primera liquidación de la oferta que dé lugar al Supuesto de Rescate. El cálculo de ese valor de mercado deberá ser soportado por al menos dos expertos independientes designados por la Sociedad de entre firmas de auditoría de prestigio internacional.
(D)	Formalización del Rescate. La Sociedad deberá, en el plazo de 40 días desde que finalice el período para la notificación del ejercicio del derecho de rescate tras un Supuesto de Rescate, llevar a cabo todas las acciones necesarias para (a) pagar el precio de rescate correspondiente a las Acciones Clase B respecto de las que se

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haya ejercido el derecho de rescate y para llevar a cabo la reducción de capital necesaria para el rescate; y (b) reflejar la modificación del Artículo 6 de estos estatutos derivada del rescate. En este sentido, los administradores de la Sociedad quedan autorizados y obligados a adoptar todas aquellas actuaciones, incluyendo (a) llevar a cabo y consumar la reducción de capital necesaria para el rescate; (b) el otorgamiento e inscripción en el Registro Mercantil de las escrituras públicas en que se reflejen las modificaciones del Artículo 6 de estos estatutos derivadas del rescate de las Acciones Clase B; (c) la formalización de la modificación de las anotaciones en cuenta ante las entidades encargadas del registro contable; (d) la realización de las pertinentes solicitudes e instancias ante cualesquiera otras personas, incluyendo la Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear), las Bolsas de Valores españolas y la Comisión Nacional del Mercado de Valores y el Registro Mercantil.

4.4	Efecto en dividendos. Desde el acaecimiento de un Supuesto de Rescate hasta que el precio de rescate de las Acciones Clase B respecto de las que se haya ejercido el derecho de rescate quede íntegramente satisfecho, la Sociedad no podrá satisfacer dividendo, reparto o distribución alguna a sus accionistas (con independencia de si esos dividendos, repartos o distribuciones se satisfacen en dinero, valores de la Sociedad o de cualquiera de sus filiales, o cualesquiera otros valores, bienes o derechos).
5.	Derecho de liquidación preferente
5.1.	Cada Acción Clase B da derecho a su titular a recibir, en caso de disolución y liquidación de la Sociedad, una cantidad (la “Cuota de Liquidación Preferente”) igual a la suma de (i) el valor nominal de la Acción Clase B, y (ii) la prima de emisión desembolsada para la emisión de esa Acción Clase B.
5.2.	La Sociedad pagará la Cuota de Liquidación Preferente a las Acciones Clase B antes de pagar importe alguno a los titulares de las Acciones Clase A como cuota de liquidación.
5.3.	Cada Acción Clase B da derecho a su titular a recibir, además de la Cuota de Liquidación Preferente, la misma cuota de liquidación que se satisfaga respecto de una Acción Clase A.
6.	Otros derechos
6.1.	Derechos de suscripción.
	Cada Acción Clase B atribuye a su titular los mismos derechos (incluyendo el derecho de suscripción preferente y el derecho de asignación gratuita) que una Acción Clase A en relación con cualquier emisión, otorgamiento o entrega de (i) cualesquiera acciones en la Sociedad, (ii) cualesquiera derechos u otros valores que den derecho a adquirir acciones de la Sociedad o que sean canjeables o convertibles en acciones en la Sociedad o (iii) cualesquiera opciones, warrants u otros instrumentos que otorguen a

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su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir cualesquiera valores de la Sociedad.

Como excepción,

(A)

el derecho de suscripción preferente y de asignación gratuita de las Acciones Clase B tendrá sólo por objeto Acciones Clase B, y el derecho de suscripción preferente y de asignación gratuita de las Acciones Clase A tendrá sólo por objeto Acciones Clase A en todo aumento que cumpla los siguientes tres requisitos (i) que suponga la emisión de Acciones Clase A y Acciones Clase B en la misma proporción que las Acciones Clase A y Acciones Clase B representen sobre el capital social de la Sociedad al tiempo de acordarse el aumento; (ii) que reconozca a las Acciones Clase B un derecho de suscripción preferente o de asignación gratuita, según corresponda, sobre las Acciones Clase B a emitir en ese aumento en términos iguales a aquellos en que se reconozca a las Acciones Clase A un derecho de suscripción preferente o de asignación gratuita, según corresponda, sobre las Acciones Clase A a emitir en ese aumento y (iii) en el que no se emitan otras acciones o valores; y

(B)

del mismo modo, el derecho de suscripción preferente y de asignación gratuita de las Acciones Clase B tendrá sólo por objeto instrumentos que otorguen a su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir Acciones Clase B, y el derecho de suscripción preferente y de asignación gratuita de las Acciones Clase A tendrá sólo por objeto instrumentos que otorguen a su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir Acciones Clase A en toda emisión que cumpla los siguientes tres requisitos (i) que suponga la emisión de instrumentos que otorguen a su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir Acciones Clase A e instrumentos que otorguen a su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir Acciones Clase B en la misma proporción que las Acciones Clase A y Acciones Clase B representen sobre el capital social de la Sociedad al tiempo de acordarse el aumento; (ii) que reconozca a las Acciones Clase B un derecho de suscripción preferente o de asignación gratuita, según corresponda, sobre los instrumentos que otorguen a su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir las Acciones Clase B a emitir en esa emisión en términos iguales a aquellos en que se reconozca a las Acciones Clase A un derecho de suscripción preferente o de asignación gratuita, según corresponda, sobre los instrumentos que otorguen a su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir las Acciones Clase A a emitir en esa emisión; y (iii) en la que no se emitan otras acciones o valores.

6.2. Voto separado en la junta general de accionistas respecto de Materias Extraordinarias. Sin perjuicio de lo dispuesto en el artículo 103 de la Ley de Sociedades de Capital y de forma adicional, pero también para proteger los derechos de las Acciones Clase B, los acuerdos de la Sociedad sobre las siguientes materias (las “Materias Extraordinarias”) requerirán, además de su aprobación conforme a lo dispuesto en el artículo 17 de estos estatutos, la aprobación de la mayoría de las Acciones Clase B entonces en circulación:

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(A)	Cualquier acuerdo (i) que autorice a la Sociedad o a cualquiera de sus filiales a recomprar o adquirir cualesquiera Acciones Clase A de la Sociedad, excepto para recompras a pro rata que se ofrezcan a los titulares de las Acciones Clase B en los mismos términos y a un precio ofrecido igual que a los titulares de Acciones Clase A o (ii) que apruebe la amortización de acciones de la Sociedady cualquier reducción de capital (a través de recompras, cancelación de acciones o de cualquier otra forma) distintas de (a) las amortizaciones obligatorias por ley y (b) las amortizaciones que afecten por igual a las Acciones Clase A y a las Acciones Clase B, y en las que se da a cada Acción Clase B el mismo trato y se le otorgan los mismos términos que a cada Acción Clase A;
(B)	Cualquier acuerdo aprobando la emisión, otorgamiento o entrega (o autorizando al consejo de administración de la Sociedad para emitir, otorgar o entregar) (i) cualesquiera acciones en la Sociedad, (ii) cualesquiera derechos u otros valores que den derecho a adquirir acciones de la Sociedad o que sean canjeables o convertibles en acciones en la Sociedad o (iii) cualesquiera opciones, warrants u otros instrumentos que otorguen a su titular el derecho a adquirir, convertir, suscribir o de cualquier otra forma recibir cualesquiera valores de la Sociedad, excepto, en los casos (i), (ii) y (iii) anteriores, si (a) a cada Acción Clase B se le da el mismo trato en la correspondiente emisión, otorgamiento o entrega que a una Acción Clase A, y, por tanto, tiene, de haberlos, los mismos derechos de preferencia (de suscripción, de adjudicación preferente o de otro tipo) en la correspondiente emisión, otorgamiento o entrega que una Acción Clase A o (b) la emisión se hace conforme a lo establecido en el apartado 6.1 anterior;
(C)	Cualquier acuerdo aprobando incondicionalmente o no (i) una operación sometida a la Ley 3/2009 (incluyendo, sin limitación, una fusión, escisión, cambio de domicilio al extranjero o cesión global de activo y pasivo), excepto si en dicha operación cada Acción Clase B es tratada de igual manera que una Acción Clase A en todos los aspectos; o (ii) la disolución o liquidación de la Sociedad, excepto cuando el acuerdo sea obligatorio por ley;
(D)	Cualquier acuerdo aprobando la exclusión de cualesquiera acciones de la Sociedad de cotización o negociación en cualquier bolsa de valores o mercado secundario; y
(E)	En general, cualquier acuerdo y cualquier modificación de los estatutos de la Sociedad que directa o indirectamente perjudique o afecte negativamente a los derechos, preferencias o privilegios de las Acciones Clase B (incluyendo cualquier acuerdo que perjudique o afecte negativamente a las Acciones Clase B en comparación con las Acciones Clase A o que beneficie o afecte positivamente a las Acciones Clase A en comparación con las Acciones Clase B, o que afecte a las disposiciones de estos estatutos relativas a las Acciones Clase B).

La junta general tiene competencia para decidir sobre todas las materias que le hayan sido atribuidas legal o estatutariamente y, en particular, a título enunciativo, será el único órgano social o cargo con competencia para decidir en las materias consideradas “Materias Extraordinarias” conforme a este artículo de estos estatutos.

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6.3. Otros derechos. Las Acciones Clase B tienen los demás derechos reconocidos en los artículos 100, 102 y 103 de la Ley de Sociedades de Capital y, salvo lo dispuesto en este Artículo 6° Bis y en los artículos 100, 102 y 103 de la Ley de Sociedades de Capital, cada Acción Clase B atribuye a su titular los mismos derechos que una Acción Clase A (incluyendo los derechos de asistencia a las juntas generales de accionistas de la Sociedad, de información sobre la Sociedad y de impugnación de acuerdos sociales).

Artículo 7°.- Las acciones son indivisibles con respecto a la Sociedad, de modo que ésta no reconocerá más que a un solo propietario por cada acción. Los copropietarios de una acción deberán hacerse representar ante la Sociedad por una sola persona, sin perjuicio de responder todos solidariamente de cuantas obligaciones se deriven de la propiedad de la acción.

TÍTULO III

DERECHOS Y OBLIGACIONES DE LOS SOCIOS

Artículo 8°.- La adquisición de una o más acciones presupone la conformidad y aceptación de los presentes Estatutos, y el estado o condición de accionista implica, sin excepción, no solamente la aceptación de los presentes Estatutos sino la conformidad con los acuerdos de la Junta General de Accionistas, con las decisiones de los Órganos representativos de la Sociedad, el cumplimiento de todas las demás obligaciones resultantes de la escritura de constitución o la aplicación o interpretación de los presentes Estatutos, dejando a salvo, no obstante, los derechos y acciones que la Ley confiere a los accionistas.

Artículo 9°.- Cada acción confiere a su titular legítimo la condición de socio y se le atribuye los derechos reconocidos en la vigente Ley de Sociedades Anónimas y en estos Estatutos, sean cuales fueren las distintas clases de acciones y las distintas series de acciones que puedan constituirse en cada una de las clases.

Artículo 10°.- Transmisión de Acciones.- Las acciones de la Sociedad serán libremente transmisibles por cualquiera de los medios admitidos en Derecho.

TÍTULO IV

RÉGIMEN Y ADMINISTRACION DE LA SOCIEDAD

Artículo 11°.- El régimen y administración de la Sociedad corresponderá a:

a)	La Junta General de Accionistas.
b)	El Consejo de Administración.

Ello sin perjuicio de los demás cargos que por disposición estatutaria o imperativos de la Ley puedan nombrarse.

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CAPÍTULO PRIMERO: DE LA JUNTA GENERAL

Artículo 12°.- La Junta General de Accionistas legalmente constituida representa a todos los accionistas y sus acuerdos, adoptados de conformidad con estos Estatutos, el Reglamento de la Junta General y las disposiciones legales vigentes, serán obligatorios para todos los accionistas, incluso los disidentes y los que no hayan participado en la votación, dejando a salvo, no obstante, los derechos que la Ley confiere a los accionistas.

Artículo 13°.- Las Juntas Generales de Accionistas pueden ser Ordinarias o Extraordinarias. La Junta General Ordinaria se celebrará dentro de los seis primeros meses de cada ejercicio para censurar la gestión social, aprobar en su caso las Cuentas y el Balance del ejercicio anterior y resolver sobre la distribución de beneficios. Toda otra Junta será considerada Extraordinaria.

Las Juntas Extraordinarias se reunirán cuando lo estime conveniente la Administración de la Sociedad a iniciativa propia o por petición de socios que representen como mínimo un 5% del capital social, expresando en la solicitud los asuntos a tratar en la Junta.

En este supuesto, deberá convocarse la Junta para celebrarse dentro de los treinta días siguientes a la fecha en que se hubiere requerido notarialmente a la Administración para convocarla.

Artículo 14°.- Convocatoria de la Junta General.-

1	La Junta General, tanto Ordinaria como Extraordinaria, deberá ser convocada en la forma legalmente prevista, mediante anuncio publicado en el Boletín Oficial del Registro Mercantil y en uno de los diarios de mayor circulación en la provincia del domicilio social, por lo menos un mes antes de la fecha fijada para su celebración, salvo aquellos supuestos para los que la Ley pudiera prever otros plazos.
2	En la convocatoria se expresará el nombre de la Sociedad, el lugar, la fecha y la hora de la reunión en primera convocatoria, así como el Orden del Día, en el que figurarán los asuntos a tratar; podrá asimismo, hacerse constar la fecha, hora y lugar en que, si procediere, se reunirá la Junta en segunda convocatoria.
3	Los accionistas que representen, al menos, el cinco por ciento (5%) del capital social podrán solicitar que se publique un complemento a la convocatoria de la Junta General de accionistas, incluyendo uno o más puntos en el orden del día. El ejercicio de este derecho deberá hacerse mediante notificación fehaciente que habrá de recibirse en el domicilio social dentro de los cinco (5) días siguientes a la publicación de la convocatoria.
	El complemento de la convocatoria deberá publicarse con quince (15) días de antelación como mínimo a la fecha establecida para la reunión de la Junta.

Artículo 15°.- Convocatoria y quórums de constitución de la Junta General de Accionistas.- La Junta General de Accionistas, tanto Ordinaria como Extraordinaria, quedará válidamente constituida en primera convocatoria cuando los accionistas presentes o representados posean, al menos, el 25% del capital social suscrito con derecho a voto. En segunda convocatoria, será válida la constitución cualquiera que sea el capital concurrente a la misma.

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No obstante lo dispuesto en el párrafo anterior, la Junta se entenderá convocada y quedará válidamente constituida para tratar cualquier asunto, siempre que esté presente o representado todo el capita social suscrito con derecho a voto, y los asistentes acepten por unanimidad la celebración de la Junta.

Artículo 16°.- Legitimación y representación en la Junta General

1.	Tendrán derecho de asistencia a la Junta General todos los accionistas de la Sociedad siempre y cuando siempre y cuando sus acciones consten inscritas a su nombre en el registro contable por lo menos con cinco (5) días de antelación a aquél en que deba celebrarse la Junta;
2.	Con independencia de lo anterior, cualquier accionista con derecho de asistencia conforme a lo establecido en este artículo podrá hacerse representar por medio de otra persona, aunque no sea accionista.
	La representación deberá conferirse con carácter especial para cada Junta, y por escrito o por medios de comunicación a distancia, siempre que garantice debidamente la identidad del representado y del representante, así como el contenido de la representación atribuida.

Artículo 17°.- Régimen de mayorías en la Junta General de Accionistas.-

Los acuerdos se adoptarán por mayoría absoluta del capital presente y/o representado (la mitad más uno de los votos), salvo en los casos en que la Ley o los Estatutos Sociales prevean una mayoría cualificada superior.

Artículo 17.bis.- Votación a distancia.-

1 Los accionistas con derecho de asistencia podrán emitir a distancia su voto en relación con las propuestas comprendidas en el orden del día, con arreglo a los siguientes medios de comunicación:

(a)

Mediante correspondencia postal, por medio de la remisión de la tarjeta de asistencia debidamente firmada y con indicación del sentido del voto;

(b)

Mediante otros medios de comunicación electrónica a distancia, con arreglo a las indicaciones previstas en la página web de la Sociedad, siempre que el documento electrónico en cuya virtud se ejercita el derecho de voto incorpore una firma electrónica reconocida, de conformidad con lo dispuesto en la Ley de Firma Electrónica, o que, sin reunir los requisitos de la firma electrónica reconocida, fuere aceptada como suficiente por el Consejo de Administración por reunir adecuadas garantías de autenticidad y de identificación del accionista que ejercita su derecho de voto.

El voto a distancia no será válido si no se recibe por la Sociedad con al menos cinco (5) días de antelación a la fecha prevista para la celebración de la Junta.

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2	En el anuncio de convocatoria de la Junta General se describirán los plazos, formas y modos de ejercicio del derecho de voto a distancia.
3	Los accionistas que emitan su voto a distancia de conformidad con lo previsto en este artículo serán considerados como presentes a los efectos de la constitución de la Junta. En consecuencia, las delegaciones emitidas con anterioridad se entenderán revocadas y las conferidas con posterioridad se tendrán por no efectuadas.
4	No obstante lo anterior, el voto emitido a distancia quedará sin efecto por la asistencia personal del accionista a la Junta.

Artículo 18°.- La Junta General de Accionistas se celebrará en cualquier municipio perteneciente a la provincia de Barcelona. Las Juntas serán presididas por el Presidente del Consejo de Administración o por el consejero que válidamente lo sustituya, y en su defecto, por el asistente que al efecto designen los accionistas; y estará asistido por un Secretario, que será también el del propio Consejo. En defecto de Secretario del Consejo, desempeñará tal función el Vicesecretario que válidamente le sustituya, y en su defecto, el accionista asistente a la Junta que a este efecto designen los accionistas. El Presidente dirigirá las discusiones pudiendo resolver las cuestiones de procedimiento que surjan. Antes de entrar en el Orden del Día se formará la Lista de Asistentes, expresando el concepto en que concurren y el número de acciones propias y ajenas que posean o representen. Las deliberaciones y acuerdos de las Juntas se harán constar en Acta sentada en el correspondiente Libro, debiéndose aprobar las de cada sesión en la forma legalmente prevista. Las certificaciones de tales actas serán extendidas por el Secretario del Consejo de Administración y llevarán el Visto Bueno del Presidente.

Artículo 19°.- Los acuerdos válidamente adoptados por las Juntas Generales serán desde su aprobación ejecutivos de acuerdo con la Ley y obligatorios para todos los accionistas, incluso para los ausentes y disidentes, sin necesidad de que recaiga aprobación del Acta en una Junta posterior, y salvas las acciones de impugnación y separación, en su caso, que la Ley concede a los accionistas.

CAPÍTULO SEGUNDO: DE LA ADMINISTRACIÓN SOCIAL

Artículo 20°.- Composición y retribución del Consejo de Administración.- La Administración y representacion legal de la Sociedad estará a cargo de un Consejo de Administración, integrado por tres consejeros como mínimo y quince como máximo.

Los consejeros serán nombrados y separados libremente por la Junta General y ejercerán el cargo por un plazo de cinco años, sin perjuicio de su reelección indefinida por tales períodos. El cargo de consejero será retribuido. A tales efectos, la Junta General establecerá cada año o con validez para los ejercicios que la propia Junta decida, una cuantía fija en concepto de retribución para el Consejo de Administración, el cual la distribuirá entre sus miembros, mediante acuerdo, en función de su dedicación a la actividad de la Sociedad.

Con independencia de lo anterior, los consejeros tendrán derecho a ser reintegrados de los gastos que soporten como consecuencia del ejercicio de su cargo.

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Artículo 21°.- Reglamento del Consejo de Administración.- El Consejo de Administratión aprobará un Reglamento que contendrá sus normas de funcionamiento y de régimen interior, así como las que regulen las distintas comisiones delegadas que pudieren constituirse en su seno. El Consejo de Administración informará sobre el contenido del Reglamento, así como de sus modificaciones, a la Junta General inmediatamente posterior al acuerdo de aprobación o modificatión del Reglamento.

Artículo 21.bis.- Informe anual de gobierno corporativo.- El Consejo de Administración aprobará anualmente un informe de gobierno corporativo, cuyo contenido se ajustará a lo dispuesto en las disposiciones legales y reglamentarias vigentes.

Artículo 22°.- Convocatoria del Consejo de Administración, quórums y régimen de mayorías.- El Consejo de Administración será convocado por orden del Presidente o quien haga las veces, por medio de carta enviada por correo certificado con acuse de recibo, con un mínimo de veinte días de antelación a la celebración de la reunión. La notificación de reunión del Consejo expresará el lugar, fecha y hora, así como los asuntos a tratar.

Para que el Consejo de Administración se encuentre válidamente constituido se requerirá la asístencia, presentes o representados, de la mitad mas uno de sus componentes.

Los acuerdos se adoptarán por mayoría absoluta de los consejeros concurrentes a la reunión. En caso de empate en la votación, el voto del Presidente del Consejo será dirimente.

Artículo 22.bis.- Reuniones a distancia.- El Consejo de Administración, así como las distintas Comisiones que se constituyan en su seno de conformidad con lo dispuesto en los Estatutos Sociales, podrán celebrar reuniones por videoconferencia o por cualquier otro medio que haga posible la interconexión multidireccional entre todos los consejeros asistentes, con sonido e imagen en tiempo real. Asimismo, cualesquiera actos de comunicación e información en el seno del Consejo de Administración o de sus Comisiones se realizará por cualquier medio de constancia escrita, siendo admisibles los medios electrónicos y demás técnicas de comunicación a distancia. Se considerarán válidas, en tal sentido, las direcciones de correo electrónico facilitadas por cada uno de los consejeros al Secretario del Consejo de Administración.

Artículo 23°.- El Consejo de Administración ostentará todas las facultades legalmente delegables por la Junta General de Accionistas, según lo previsto en la Ley de Sociedades Anónimas.

Artículo 24°.- Delegación de facultades.- El Consejo de Administración podrá delegar permanentemente todas o parte de sus facultades, en la medida en que fueran legal y estatutariamente delegables, en uno o varios consejeros delegados o en una comisión ejecutiva.

Artículo 24.bis.- Comisiones delegadas.- El Consejo de Administración constituirá necesariamente las siguientes comisiones, las cuales se regirán por lo dispuesto en los presentes Estatutos y en el Reglamento de funcionamiento interno del Consejo de Administración:

(a) Un Comité de Auditoría; y

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ESTATUTOS SOCIALES DE GRIFOLS, S.A.

(b) Una Comisión de Nombramiento y Retribuciones.

Artículo 24.ter.- Comité de Auditoría.-

1.	El Comité de Auditoría estará formado por un número de entre tres (3) y cinco (5) consejeros nombrados por el Consejo de Administración. El Comité de Auditoría estará en todo caso compuesto por un número mayoritario de consejeros externos, con adecuada presencia de consejeros independientes.
2.	El Consejo de Administración nombrará al Presidente del Comité de Auditoría, cargo que deberá recaer necesariamente sobre un consejero externo. El Presidente del Comité deberá ser sustituido cada cuatro (4) años, pudiendo ser reelegido una vez transcurrido un plazo de un (1) año desde su cese. El Consejo de Administración designará al Secretario del Comité de Auditoría, el cual podrá ser (a) uno de los miembros de dicho Comité de Auditoría (siendo, en tal caso, Secretario miembro del Comité de Auditoría), (b) cualquier otro miembro del Consejo de Administración de la Sociedad que no fuere miembro del Comité de Auditoría (siendo, en tal caso, Secretario no miembro del Comité de Auditoría), o (c) el Secretario o un Vicesecretario del Consejo de Administración de la Sociedad (siendo, en tal caso, Secretario no miembro del Comité de Auditoría). El Secretario levantará acta de los acuerdos adoptados en cada sesión del Comité, y dará cuenta al pleno del Consejo de Administración a través de su Presidente. El Comité de Auditoría quedará válidamente constituida cuando concurra a la reunión al menos la mitad más uno de sus miembros, presentes o representados y sus acuerdos se adoptarán por mayoría absoluta de los miembros asistentes. En caso de empate en la votación, el voto del Presidente del Comité será dirimente.
3.	Sin perjuicio de lo establecido en la Ley, en los presentes Estatutos, u otros cometidos que le asigne el Consejo, el Comité de Auditoria tendrá las siguientes responsabilidades básicas:

(a)	Informar a la Junta General de accionistas sobre las cuestiones que se planteen en su seno en materia de su competencia;
(b)	Proponer al Consejo de Administración para su sometimiento a la Junta General de accionistas el nombramiento de los auditores de cuentas externos, las condiciones de contratación, el alcance del mandato profesional y, en su caso, la revocación o no renovación;
(c)	Supervisar los servicios de auditoria interna e informar sobre el proceso de selección, designación, renovación y remoción de su director;
(d)	Conocer del proceso de información financiera y de los sistemas de control interno de la Sociedad; supervisar las Cuentas Anuales, así como los estados financieros periódicos que deban remitirse a los órganos reguladores o de supervisión de los mercados, con control de los criterios contables aplicados; informar al Consejo de Administración de cualquier cambio de criterio contable y de los riesgos del balance y de fuera del mismo;

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ESTATUTOS SOCIALES DE GRIFOLS, S.A.

(e)	Recibir información de los auditores de cuentas sobre aquellas cuestiones que pudieran poner en riesgo la independencia de aquéllos y cualesquiera otras relacionadas con el desarrollo de la auditoría de cuentas, así como aquellas otras comunicaciones previstas en la legislación de auditoría de cuentas y en las normas técnicas de auditoría;
(f)	Valorar las transacciones de la Sociedad con accionistas significativos, de conformidad con lo que disponga el Reglamento del Consejo de Administración;
(g)	Examinar el cumplimiento del Reglamento Interno de Conducta en los Mercados de Valores, del presente Reglamento, de las normas de conducta establecidas en el “Código de Ética del Grupo Grifols” y, en general, de cualesquiera otras reglas de gobierno de la Sociedad, así como realizar las propuestas necesarias para su mejora;

4.	El Comité de Auditoría se reunirá con la periodicidad necesaria para el buen desarrollo de sus funciones.
5.	Estará obligado a asistir a las sesiones del Comité, y a prestarle su colaboración y acceso a la información de que disponga, cualquier miembro del equipo directivo o del personal de la Sociedad cuya presencia fuera requerida al Presidente, quien también podrá requerir la asistencia a sus sesiones de los Auditores de Cuentas.
6.	Para el mejor cumplimiento de sus funciones, el Comité de Auditoría podrá recabar el asesoramiento de profesionales externos.

TÍTULO V

DEL BALANCE, CUENTAS Y DISTRIBUCIÓN DE BENEFICIOS

Artículo 25°.- Cuentas anuales.-

1.	El Consejo de Administración deberá formular, en el plazo máximo de tres (3) meses contados a partir del cierre del ejercicio social, las cuentas anuales, es decir, el balance, la cuenta de pérdidas y ganancias y la memoria, así como el informe de gestión y la propuesta de distribución de beneficios, correspondiente a dicho ejercicio social, con los requisitos establecidos por la Ley.
2.	Las cuentas anuales y el informe de gestión deberán ser revisados por los auditores de cuentas y se someterán con antelación minima de un mes a la fecha de la Junta General Ordinaria, a examen de los accionistas, y a la consideración y aprobación, en su caso, de dicha Junta

Artículo 26°.- La Junta General Extraordinaria de Accionistas convocada a tal fin, podrá acordar y llevar a cabo la transformación y fusión con otra Sociedad, observándose en todo momento cuanto dispone al respecto la Ley de Sociedades Anónimas y los presentes Estatutos.

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ESTATUTOS SOCIALES DE GRIFOLS, S.A.

Artículo 27°.- La Sociedad podrá disolverse previo acuerdo de la Junta General de Accionistas y por cualquiera de las causas establecidas en el artículo 260 de la Ley de Sociedades Anónimas.

Artículo 28°.- Acordada que sea la disolución, la liquidación se llevará a cabo conforme a lo dispuesto en la Ley de Sociedades Anónimas. A tal fin, la Junta General de Accionistas nombrará uno o más liquidadores, en número impar, y les conferirá el oportuno mandato.

Artículo 29°.- Terminada la liquidación, el liquidador o Comisión Liquidadora prepararán el Balance final y determinarán el valor de los bienes sociales y la cuota de liquidación que corresponda a cada acción.

DISPOSICIONES GENERALES

Artículo 30°.- 1. Los accionistas quedan sometidos al fuero del domicilio social.

2. Cualquier cuestión que lo precise, salvo aquellas reguladas por la Ley de Sociedades Anónimas será dirimida por arbitraje de equidad, conforme la Ley 36/1988, de 5 de diciembre.

3. No podrán ocupar cargos en la Sociedad, ni ejercerlos las personas declaradas incompatibles por cualquier precepto, en especial por la Ley 25 de 26 de diciembre de 1983, modificada por la Ley 9 de 22 de marzo de 1991.

*   *   *

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EX-3.1.2

Exhibit 3.1.2

ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

ARTICLES OF ASSOCIATION
OF
GRIFOLS, S.A.

ARTICLE I

CORPORATE NAME AND PURPOSE, REGISTERED ADDRESS AND DURATION

Section 1.- Corporate name.- The company named GRIFOLS, S.A. is a Spanish public limited trading company governed by these Articles of Association and, as to matters not otherwise contemplated or provided for herein, by the Consolidated Text of the Companies Act of 22^nd December 1989 (Ley de Sociedades Anónimas de 22 de diciembre de 1989), the Commerce Code and any other legal provisions applicable thereto.

Section 2.- The corporate purpose of the Company is to provide administration, management and supervision services of companies and businesses as well as investments in moveable and real estate assets.

Section 3.- Registered address.- The Company has its registered office in Barcelona (08022), calle Jesús y María, n° 6. The Board of Directors may resolve to relocate the registered office within the municipal area of Barcelona and create any branches, offices or agencies in any place in Spain or abroad.

Section 4.- The Company has been established for an unlimited period of time, its operations having commenced on the date of formalization of the notarial deed of incorporation.

Section 5.- The fiscal year will begin on the first day of January and end on the 31^st December every year; the exception being the year ending on the 31^st December 1997, which began on the 1^st August 1997.

ARTICLE II

SHARE CAPITAL AND SHARES

Section 6- Share Capital.-

1.	Shares. The share capital of the Company is 114,913,618.30 euros, represented by 296.876.587 shares, fully subscribed and paid-up, pertaining to two separate classes:
1.1.	The Class “A” comprises 213,064,899 shares having a nominal value of 0.50 euros each, all of which belong to the same class and series, and being the ordinary shares of the Company (the “Class A Shares”); and
1.2.	The Class “B” comprises 83,811,688 shares having a nominal value of 0.10 euros each, all of which belong to the same class and series and being non-voting shares of the Company with the preferential rights set forth in Section 6° Bis of these Articles of

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

	Association (the “Class B Shares” and, together with the Class A Shares, the “shares”).
2.	Form of Representation. The shares are represented in book-entry form and are governed by the Securities Market Law (Ley del Mercado de Valores) and such other provisions as may be applicable. The book-entry registry shall be maintained by the Sociedad de Gestión de los Sistemas de Registro, Compensatión y Liquidatión de Valores, S.A. (Iberclear) and its participant entities.

Section 6°Bis.- Terms and conditions of the Class B Shares.-

1. General.-

Each Class B Share shall be treated in all respects, in spite of having a lower nominal value, as being identical to one Class A Share, and Class B Shares shall not be subject to discriminatory treatment relative to the Class A Shares, except that the Class B Shares (i) are not entitled to voting rights; and (ii) have the preferred dividend, liquidation preference and other rights set forth in this Section 6 Bis.

The right of each Class B Shares to the dividends and other distributions other than the Preferred Dividend and the preferential subscription right (derecho de suscripción preferente) and the free allotment right (derecho de asignación gratuita de acciones) of each Class B Share are the ones set forth in paragraphs 3.1 and 6.1 of this Section 6 Bis and are equal to those of a Class A Share , in spite of the nominal value of a Class B Share is lower than the nominal value of a Class A Share, as permitted by Articles 98 to 103 and 498 to 499 of the Companies Law (Ley de Sociedades de Capital).

2. Preferred Dividends.-

2.1.	Calculation. Each Class B Share entitles its holder to receive a minimum annual preferred dividend out of the distributable profits for each year at the end of which it is still in issue (the “Preferred Dividend” and, each fiscal year in respect of which the Preferred Dividend is calculated, a “Calculation Period”) equal to 0.01 euros per Class B Share.
2.2.	Preference. The Company shall pay the Preferred Dividend on the Class B Shares for a Calculation Period before any dividend out of distributable profits obtained by the Company during such Calculation Period is paid on the Class A Shares.
2.3.	Accrual. Payment. Non-cumulative nature.

(A) The Preferred Dividend on all the Class B Shares in issue at the end of a Calculation Period shall be paid by the Company to the holders of Class B Shares within the nine months following the end of such Calculation Period, in the amount such aggregate Preferred Dividend does not exceed the distributable profits obtained by the Company during such Calculation Period.

(B) If during a Calculation Period the Company has not obtained sufficient distributable profits to pay in full, out of distributable profits obtained by the

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

Company during such Calculation Period, the Preferred Dividend on all the Class B Shares in issue for such Calculation Period, the part of the aggregate Preferred Dividend that exceeds the distributable profits obtained by the Company during such Calculation Period shall not be paid not accumulated as dividend payable in the future.

2.4. Voting rights in case of non-payment of the Preferred Dividend. Lack of payment, total or partial, of the Preferred Dividend during a Calculation Period, due to the Company not having obtained sufficient distributable profits to pay in full the Preferred Dividend for such Calculation Period, shall not cause the Class B Shares to recover any voting rights.

3. Other Dividends.-

3.1. Each Class B Share entitles its holder to receive, in addition to the Preferred Dividend, the same dividends and other distributions (in each case, whether in cash, securities of the Company or any of its subsidiaries, or any other securities, assets o rights) as one Class A Share and, therefore, each Class B Share shall be treated as one Class A Share for purposes of any dividends and other distributions made on Class A Shares, including as to the timing of the declaration and payment of any such dividend or distribution.

4. Redemption rights.-

4.1	Redemption event. Each Class B Share entitles its holder to have it redeemed as set forth in this section 4 if a tender offer for all or part of the shares in the Company is made and settled (in whole or in part) except if holders of Class B Shares have been entitled to participate in such offer and have their shares acquired in such offer equally and on the same terms as holders of Class A Shares (including, without limitation, for the same consideration) (each such a tender offer, a “Redemption Event”).
4.2	Maximum number of Class B Shares to be redeemed in a given Redemption Event. Notwithstanding the foregoing, Class B Shares redeemed following a given Redemption Event shall not represent a percentage over the total Class B Shares in issue at the time the tender offer causing that Redemption Event is made in excess of the percentage that the sum of Class A Shares (i) to which the offer causing the Redemption Event is addressed; (ii) held by the offerors in that offer; and (iii) held by persons acting in concert with the offerors or by persons having reached an agreement relating to the offer with the offerors represent over the total Class A Shares in issue at the time the tender offer causing that Redemption Event is made.
	In the event that due to the application of the limit referred above not all Class B Shares in respect of which the redemption right has been exercised in connection with a Redemption Event may be redeemed, the Class B Shares of each holder to be redeemed shall be reduced relative to the number of Class B Shares in respect of which such holder has exercised the redemption rights so that the above referred limit is not exceeded.
4.3	Redemption process. Upon the occurrence of a Redemption Event,

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

(A) Announcement: The Company shall, for information purposes only and within 10 days of the date on which a Redemption Event occurs, publish in the Commercial Registry Gazette, the Spanish Stock Exchange Gazettes and in at least two of the newspapers with widest circulation in Barcelona an announcement informing the holders of Class B Shares of the occurrence of a Redemption Event and the process for the exercise of the redemption right in connection with such Redemption Event.

(B) Exercise by holders: Each holder of Class B Shares shall be entitled to exercise its redemption right for two months from the first date of settlement of the offer causing the Redemption Event by notifying their decision to the Company. The Company shall ensure that the notification of exercise of the redemption right may be made through the systems of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidatión de Valores, S.A. (Iberclear).

(C)

Price: The redemption price to be paid by the Company for each Class B Share for which the redemption right has been exercised shall be the sum of (i) the amount in euros of the highest consideration paid in the offer causing the Redemption Event plus (ii) interest on the amount referred to in (i), from the date the offer causing the Redemption Event is first settled until the date of full payment of the redemption price, at a rate equal to one-year Euribor plus 300 basis points.

For the purposes of the previous paragraph, the amount in euros corresponding to any non-cash consideration paid in the offer causing the Redemption Event shall be the market value of such non-cash consideration as at the date the offer causing the Redemption Event is first settled. The calculation of such market value shall be supported by at least two independent experts designated by the Company from auditing firms of international repute.

(D) Formalization of the Redemption. The Company shall, within 40 days of the date on which the period for notification of the exercise of the redemption rights following a Redemption Event lapses, take all the necessary actions to (a) effectively pay the redemption price for the Class B Shares in respect of which the redemption right has been exercised and complete the capital reduction required for the redemption; and (b) reflect the amendment to Section 6 of these Articles of Association deriving from the redemption. In this respect, the directors of the Company are hereby authorized and obligated to take all such actions, including (a) completing the capital reduction required for the redemption; (b) the granting of the relevant public deeds and registration with the Commercial Registry of the changes in Section 6 of these Articles of Association deriving from the redemption of Class B Shares; (c) the formalization of the amendment of the book-entries in the book-entry registry; (d) and the making of the relevant filings and requests with any other persons, including the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear), the Spanish Stock Exchanges, The Spanish Securities Exchange Commmision and the Commercial Registry.

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

4.4 Effect on Dividends. After a Redemption Event occurs and until the redemption price for the Class B Shares in respect of which the redemption right has been exercised has been paid in full, the Company shall not be able to declare o pay any dividends nor any other distributions to its shareholders (in each case, whether in cash, securities of the Company or any of its subsidiaries, or any other securities, assets or rights).

5. Preferential liquidation rights.-

5.1.	Each Class B Shares entitles its holder to receive, upon the winding-up and liquidation of the Company, an amount (the “Liquidation Preference”) equal to the sum of (i) the nominal value of such Class B Share, and (ii) the share premium paid for such Class B Share when it was subscribed for.
5.2.	The Company shall pay the Liquidation Preference on the Class B Shares before any amount on account of the liquidation is paid on the Class A Shares.
5.3.	Each Class B Shares entitiles its holder to receive, in addition to the Liquidation Preference, the same amount on account of liquidation as one Class A Share.

6. Other rights.-

6.1.

Subscription rights. Each Class B Share entitles its holder to the same rights (including the preferential subscription right (derecho de suscripción preferente), and the free allotment right (derecho de asignación gratuita)) as one Class A Share in connection with any issuance, granting or sale of (i) any shares in the Company, (ii) any rights and other securities exercisable for or exchangeable or convertible into shares in the Company or (iii) any options, warrants or other instruments giving the right to the holder thereof to purchase, convert, subscribe or otherwise receive any securities in the Company.

As exception to the foregoing,

(A)

the preferential subscription right and the free allotment right of the Class B Shares shall be only over new Class B Shares, and the preferential subscription right and the free allotment right of a Class A Share shall be only over new Class A Shares in each capital increase which meets the following three requirements (i) entail the issuance of Class A Sahres and Class B Shares in the same proportion as Class A Shares and Class B Shares represent over the share capital of the Company at the time the resolution on the capital increase is passed; (ii) grants preferential subscription rights or free allotment rights, as applicable, to the Class B Shares over the Class B Shares being issued in the capital increase in the same terms as preferential subscription rights or free allotment rights, as applicable, are granted to the Class A Share over the Class A Shares being issued in the capital increase; and (iii) in which no other shares or securities are issued; and

(B)

likewise, the preferential subscription right and the free allotment right of a Class B Share shall be only over instruments giving the right to purchase, convert, subscribe or otherwise receive Class B Shares and the preferential

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

subscription right and the free allotment right of a Class A Shares shall be only over instruments giving the right to purchase, convert, subscribe or otherwise receive Class A Shares in each issuance which meets the following three requirements (i) entail the issuance of instruments giving the right to purchase, convert, subscribe or otherwise receive Class A Shares and instruments giving the right to purchase, convert, susbsribe or otherwise receive Class B Shares in the same proportion as Class A Shares and Class B Shares represent over the share capital of the Company at the time the resolution on the capital increase is passed; (ii) grants preferential subscription rights or free allotment rights, as applicable, to the Class B Shares over the instruments giving the right to purchase, convert, subscribe or otherwise receive Class B Shares being issued in such issuance in the same terms as preferential subscription rights or free allotment rights, as applicable, are granted to the Class A Shares over the instruments giving the right to purchase, convert, subscribe or otherwise receive Class A Shares being issued in such issuance; and (iii) in which no other shares or securities are issued.

6.2. Separate vote at the general shareholders’ meeting on Extraordinay Matters. Without prejudice and in addition to the rights provided in Article 103 of the Companies Act (Ley de Sociedades de Capital), but also in order to protect Class B Shares, resolutions of the Company on the following matters (the “Extraordinary Matters”) will require, in addition to the resolution being approved pursuant to Section 17 of these Articles of Association, the approval of the majority of Class B Shares then in issue:

(A) Any resolution (i) authorizing the Company or any subsidiary of the Company to repurchase or acquire any Class A Shares in the Company, except for pro-rata repurchases available equally to holders of Class B Shares on the same terms and at the same price as offered to holders of Class A Shares or (ii) approving the redemption of any shares in the Company and any share capital reductions (through repurchases, cancellation of shares or otherwise) other than (a) those redemptions mandatory by law and (b) those redemptions which affect equally Class A Shares and Class B Shares and in which each Class B is treated eqully and on the same terms as one Class A Share in such transaction;

(B) Any resolution approving the granting or sale (or authorising the Board of Directors of the Company to issue, grant or sell) (i) any shares in the Company, (ii) any rights or other securities exercisable for or exchangeable or convertible into shares in the Company or (iii) any options, warrants or other instruments giving the right to the holder thereof to purchsase, convert, subscribe or otherwise receive any securities in the Company, except for (i), (ii) and (iii), (a) if each Class B Share is treated equally as one Class A Share in the relevant issuance, grant or sale and, therefore, has preferential subscription or allotment rights in the relevant issuance, grant or sale to the same exent, if any, as a Class A Share or (b) if the issuance is made in accordance with section 6.1;

(C) Any resolution approving unconditionally or not (i) a transaction subject to Act 3/2009 (including, without limitation, a merger, split-off, cross-border redomiciliation or global assignment of assets and liabilities), except if in such transaction each Class B Share ies treated equally as one Class A Share in all

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

respects; or (ii) the dissolution or winding-up of the Company, except where such resolution is mandatory by law;

(D) Any resolution for the delisting from any stock exchange of any shares of the Company; and

(E) Generally, any resolution and any amendment of the Articles of Association of the Company which directly or indirectly adversaly affects the rights, preferences or privileges of the Class B Shares (including any resolution that adversaly affects the Class B Shares relative to the Class A Shares or that positively affects the Class A Shares relative to the Class B Shares, or that affects the provisions in these Articles of Association relating to the Class B Shares).

The general shareholders’ meeting has the power to decide on all matters assigned to it by the Law or these Articles of Association and, in particular, without limitation to the foregoing, shall be the only corporate body or office entitled to decide on the matters considered “Extraordinary Matters” in these Articles of Association.

6.3. Other rights. The Class B Shares shall have the other rights provided for them in Articles 100, 102 and 103 of the Companies Act (Ley de Sociedades de Capital) and, except as set forth in this Section 6 Bis and in Articles 100, 102 and 103 of the Companies Act (Ley de Sociedades de Capital), each Class B Share entitles its holder to the same rights as one Class A Share (including the right to attend all general shareholders’ meetings of the Company, the right to information on the Company and the right to challenge resolutions of the Company).

Section 7.- The shares are indivisible with regard to the Company and, therefore, only a single owner for each share will be recognized by the Company. Co-owners of shares must designate a single person to represent them before the Company and shall be jointly and severally liable to the Company for all obligations arising from their status as shareholders.

ARTICLE III

SHAREHOLDERS RIGHTS AND OBLIGATIONS

Section 8.- Acquisiton of one or more shares entails acceptance of and compliance with these Articles of Association and the status or condition of shareholder implies without exception the acceptance of these Articles of Associaton and compliance with the resolutions adopted by the shareholders at the General Shareholders’ Meeting, by the Company’s representative bodies and such other obligations arising from the deed of incorporation or enforcement or interpretation of these Articles of Association, except for the rights and legal actions shareholders are entitled to by Law.

Section 9.- All shares confer upon the rightful holders thereof the status of shareholder and vest such holders with the rights granted by the current Limited Liability Companies Act (Ley de Sociedades Anónimas) and these Articles of Association, regardless of the class and series of shares that may be constituted in each class.

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

Section 10.- Transfer of Shares.- Company shares shall be freely transferable in the manner established by applicable legislation.

ARTICLE IV

ADMINISTRATION AND MANAGEMENT OF THE COMPANY

Section 11.- The Company shall be governed and managed by the following bodies:

a) The General Shareholders’ Meeting.

b) The Board of Directors.

Any other office may be appointed according to these Articles of Association or as required by Law.

CHAPTER ONE: ON THE GENERAL SHAREHOLERS’ MEETING

Section 12.- The General Shareholders’ Meeting validly held represents all shareholders and the resolutions adopted therein in accordance with these Articles of Association, the Regulations of the General Shareholders’ Meeting and such other legal provisions in force. All shareholders, including dissenting shareholders and those who have not participated in the meeting, shall be bound by the resolutions adopted at a General Shareholders’ Meeting, without prejudice to such other rights shareholders are entitled to by Law.

Section 13.- General Shareholders’ Meetings may be either Ordinary or Extraordinary. The Ordinary General Shareholders’ Meeting must be held within the first six months of each fiscal year in order to review corporate management, approve, if appropriate, the Accounts and the Balance Sheet for the prior fiscal year and decide on the allocation of profit or losses. Any other shareholders’ meeting will be deemed to be an extraordinary general shareholders’ meeting.

Extraordinary Meetings shall be held whenever the Board deems it convenient on its own initiative or upon the request of shareholders holding at least 5% of the share capital, who must state in their request the matters to be discussed at the Meeting.

For such cases, the Meeting shall be called within the thirthy days following the date on which a formal demand by a Notary was served upon the Board requesting a meeting.

Section 14.- Calling of the General Shareholders’ Meeting.-

1

Both ordinary and extraordinary general shareholders’ meetings must be called following the legal requirements in force through a notice published in the Official Gazette of the Commercial Registry and a major daily newspaper in circulation in the province where the Company has its registered office at least one month in advance of the date set for the meeting, except in those cases where law may provide other terms.

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The notice must state the name of the Company, the place, date and time of the meeting upon first call as well as the agenda, which shall include the matters to be dealt with thereat. The notice may also set forth the date, time and place on which the meeting shall, if applicable, be held upon second call.

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

3 Shareholders representing at least five per cent (5%) of the share capital may request the publication of a supplement to the call to the General Shareholders’ Meeting including one or more items on the agenda. This right must be exercised by means of duly authenticated notice that must be received at the Company’s registered office within five (5) days of the publication of the call to the meeting.

The supplement to the call to the meeting must be published at least fifteen (15) days prior to the date set for the meeting.

Section 15.- Calling and quórums for holding a General Shareholders’ Meeting.- Both ordinary and extraordinary general shareholders’ meetings shall be validly held upon first call where the shareholders who are present or represented by proxy represent, at least, 25% of the subscribed share capital with voting rights. Upon second call, the meeting shall be validly held regardless of the amount of capital present.

Notwithstanding the provision of the preceding paragraph, a meeting shall be deemed to have been duly called and validly held to discuss any matter whenever the whole capital is present and all those attending unanimously agree to hold the meeting.

Section 16.- Right to attend, proxy-granting and representation at the General Shareholders’ Meeting.-

1.	Company shareholders shall be entitled to attend a general meeting if they have their shares entered in the share register five (5) days prior to the date on which the meeting is to be held;
2.	Notwithstanding the foregoing, all shareholders having the right to attend the general meeting may do so by proxy, even when the proxy holder is not a shareholder, as set forth in this section.

Proxy representation must be granted in writing and specifically for each meeting or granted by means of long-distance communication, provided that the identity of the shareholder granting the proxy, the identity of the proxy-holder and the content of the proxy is duly guaranteed.

Section 17.- System of majorities at the General Shareholders’ Meeting.-

Meeting resolutions shall be adopted by majority of votes among the shareholders present or represented by proxy (one half plus one of the votes cast), except for those cases in which the current legislation or the Articles of Association provides higher quorums.

Section 17.bis.- Casting of votes through long-distance communication.-

1 All shareholders having the right to attend the Meeting may cast their vote on the proposals relating to items included on the agenda through the following means of communication:

(a) By postal correspondence, or by sending the attendance card duly signed indicating the direction of their vote;

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

(b) By electronic communication in accordance with the instructions contained on the web page of the Company, provided that the electronic document through which the vote is rendered includes a recognized electronic signature as provided for in the Electronic Signature Act (Ley de Firma Electrónica) or, when the requirements for the electronic signature are not met, the electronic signature is deemed to be valid by the Board of Directors as having the adequate guarantees of authenticity and identification of the shareholder exercising the right to vote.

	In order to be deemed valid, distance votes must be received by the Compnay at least five (5) days prior to the date set for the Meeting.
2	The notice of the General Shareholders’ Meeting shall state the deadlines, means and procedures for casting a vote through long-distance means.
3	Shareholders who cast their vote through long-distance means pursuant to this section shall be deemed to be present for the purposes of convening the General Shareholders’ Meeting. Therefore, proxies granted prior to the casting of such vote shall be deemed revoked and those granted thereafter shall be deemed not to have been given.
4	Notwithstanding the provisions of the preceding paragraph, a vote cast by means of long-distance communication shall be rendered void by the attendance in person at the meeting of the shareholder casting the vote.

Section 18.- The General Shareholders Meeting shall be held in any municipality of the province of Barcelona. The Meetings shall be chaired by the Chairman of the Board or by any board member that is validly taking its place, and failing that, by the attendee the shareholders appoint as such. The Chairman shall be assisted by the Secretary, who shall also be the secretary to the Board. In the absence of the Secretary, the Vicesecretary shall act as such and, failing that, the shareholder attending the Meeting that the shareholders have designated to act as Secretary. The Chairman shall lead the debate and resolve any questions arising at the meeting. Before debating over the items included on the Agenda, a list of the persons attending the meeting shall be prepared, stating for each attendee the capacity in which they are attending as well as the number of shares which they own or represent. The deliberations and resolutions adopted at the meeting shall be recorded in the minutes, which will be incorporated to the corresponding Book, and shall be approved in the manner provided by law. The certificates of such minutes issued by the Secretary to the Board and approved by the Chairman.

Section 19.- Resolutions validly adopted by the General Shareholders’ Meeting shall be legally binding and obligatory for all shareholders, including dissenting and absent shareholders, without the need for approval of the Minutes in a later meeting, with the exception of those resolutions that may be challenged by shareholders in accordance with applicable legislation.

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

CHAPTER TWO: ON CORPORATE MANAGEMENT

Section 20.- Structure and remuneration for the Board of Directors.- Management and legal representation of the Company shall be vested in the Board of Directors, which shall be composed of a minimum of three directors and a maximum of fifteen.

The General Shareholders’ Meeting may appoint and dismiss directors from office. Directors shall serve in their positions for a term of five years, although they may be appointed for an indefinite term. The position of directors shall be remunerated. For that purpose, the General Shareholders’ Meeting shall fix for each year or for the years the Meeting decides a set amount as remuneration for the Board of Directors, which will be distributed among its members by agreement according to their dedication to the Company.

Notwithstanding the aforegoing, directors have the right to receive a refund on expenses incurred while holding their office.

Section 21.- Regulations of the Board of Directors.- The Board of Directors shall approve the regulations governing the performance and internal organization of the board as well as the committees that may be established therein from time to time. The Board of Directors shall inform the General Shareholders’ Meeting on the content of such regulations and on any amendment thereto immediately after a resolution to approve or amend such regulations has been passed.

Section 21.bis.- Corporate Governance Annual Report.- The Board of Directors shall approve a corporate governance report annually, whose content shall be in accordance with the legal and regulatory requirements in force.

Section 22.- Calling of the Board of Directors, quorum and majorities.- Meetings of the Board of Directors shall be called by the chairperson or the acting chairperson by registered mail with acknowledgement of receipt, at least twenty days prior to the date on which the meeting is to be held. The notice of the meeting of the Board shall state the place, date and time as well as the matters to be discussed thereat.

Meetings of the Board of Directors shall be deemed validly held when half plus one of its members attended, personally or by proxy.

Resolutions shall be passed by an absolute majority of the directors present at the meeting. In the event of a tie vote of the members of the Board, the Chairman of the Board of Directors shall have the casting vote.

Section 22.bis.- Meetings held thorugh long-distance communication.- The Board of Directors, and the Committees established therein as set forth in the Articles of Association, may hold meetings by videoconference or such other means that enables all directors attending the meeting to be connected through a multi-directional interconnection system integrating sound and image in real time. Additionally, any communication or information provided by the Board of Directors or any of the Committees therein shall be in writing, being electronic means and other distance communication systems accepted. For such purposes, email addresses supplied by the directors to the Secretary to the Board of Directors shall be deemed to be a valid means of communication.

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

Section 23.- The Board of Directors is vested with the powers that are legally delegated by the General Shareholders’ Meeting in accordance with the Companies Act (Ley de Sociedades Anónimas).

Section 24.- Granting of powers.- The Board of Directos may grant all or part of its powers to one or more managing directors or to an executive committee insofar as they are delegated by law and in accordance with the Articles of Association.

Section 24.bis.- Delegated Committees.- The Board of Directors shall appoint the following committees, which shall be governed by these Articles of Association and the Internal Regulations of the Board of Directors:

(a) An Audit Committee; and

(b) An Appointments and Remuneration Committee.

Section 24.ter.- Audit Committee.-

1.	The Audit Committee shall be composed of a minimum of three (3) directors and a maximum of five (5), to be appointed by the Board of Directors. The Audit Committee shall in any case be composed of a majority of external directors with an adequate representation of independent directors.
2.	The Chairman of the Committee, which position shall be held by an external director, shall be appointed by the Board of Directors. The Chairman shall be replaced every four (4) years and may be eligible for re-election only after one year (1) year has elapsed since last holding office. The Board of Directors will appoint the Secretary of the Audit Committee, who may be (a) one of the members of the Audit Committee (and, in such case, will be Secretary member of the Audit Committee), (b) any other member of the Board of Directors of the Company who is not a member of the Audit Committee (and, in such case, will be Secretary non member of the Audit Committee) or (c) the Secretary or a Vicesecretary of the Board of Directors of the Company (and, in such case, will be Secretary non member of the Audit Committee). The Secretary shall record the resolutions passed at each Meeting of the Committee in the minutes and report to the full Board through the Chairnan. The Audit Committee shall be deemed validly held when half plus one of its members attended, personally or by proxy. Resolutions shall be passed by an absolute majority of the members present at the meeting. In the event of a tie vote, the Chairperson shall have the casting vote.
3.	Notwithstanding the provisions of the Law, these Articles of Association or other commitments assigned to it by the Board of Directors, the Audit Committee shall have the following basic responsabilities:

(a) Report to the shareholders at the General Shareholders’ Meeting regarding matters raised therein in connection with the matters for which the Committee is responsible.

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

(b) Propose to the Board of Directors, for submission to the shareholders at the General Shareholders’ Meeting, the appointment of the Company’s external auditors, the terms and conditions of employment of the auditors, the scope of their professional duties and, where appropriate, their removal or non-renewal;

(c) Monitor the internal audit services and inform about the selection, appointment, reelection and removal of its director;

(d) Know the process for gathering financial information and the internal control system of the Company; review the Annual Accounts and the periodic financial statements that should be submitted to the securities regulatory authorities and make sure that the appropriate accounting standards are followed; report to the Board of Directors on any change in the accounting starndards and on balance sheet and off balance sheet risks;

(e) Interact with the auditors in order to receive information regarding matters that could impair their independence, or any other matters relating to conduct of audits of the financial statements as well as to receive information from and maintain such other communications with the auditors as is provided for in the legislation governing audits of financial statements and in technical auditing regulations.

(f) Supervise the transactions carried out by the Company with significant shareholders as set forth in the Regulations of the Board of Directors;

(g) Ensure compliance with the Internal Code of Conduct on Stock Exchange Matters, the present Regulations, the rules and principles listed in the “Code of Ethics of Grifols” and, in general, any other corporate regulations. Make the necessary proposals to improve such regulations;

4.	The Audit Committee shall meet as many times as necessary to fulfil its duties.
5.	Any member of the executive board or the Company staff whose presence is required by the Chairman is obliged to attend the meetings of the Committte as well as to provide the assistance and information requested. The Chairman may also request attendance of the auditors to the meetings;
6.	The Audit Committe may engage external consultants as necessary for the purposes of meeting its obligations.

ARTICLE V

BALANCE SHEET, ANNUAL ACCOUNTS AND ALLOCATION OF RESULTS

Section 25.- Annual Accounts.-

1. Within three (3) months following the end of the fiscal year, the Board of Directors shall prepare, in compliance with the provisions of applicable legislation, the annual accounts, that is, the balance sheet, the profit and loss statement and the notes to the

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ARTICLES OF ASSOCIATION OF GRIFOLS, S.A.

	annual accounts as well as the management report and the proposed allocation of profit or losses corresponding to such fiscal year.
2.	The annual accounts and the management report shall be reviewed by the Company’s auditors and shall be submitted to the shareholders’ consideration at least one month prior to the date of the General Shareholders’ Meeting, where the shareholders shall approve, if appropriate, the annual accounts and the management report.

Section 26.- The General Shareholders’ Meeting called for such purpose may approve the reorganization and merger of the Company, following all the requirements and formalities required by the Companies Act (Ley de Sociedades Anónimas) and these Articles of Association.

Section 27.- The dissolution of the Company shall require a resolution fo the General Shareholders’ Meeting and can be dissolved upon any of the grounds set forth in Article 260 of the Companies Act (Ley de Sociedades Anónimas) occur.

Section 28.- Once the dissolution has been approved, the liquidation shall be carried out according to the provisions of the Companies Act (Ley de Sociedades Anónimas). For that purpose, the General Shareholders’ Meeting shall appoint one or more liquidators, always in an odd number, and confer on them the appropriate mandate.

Section 29.- Upon completion of the liquidation, the liquidators or the liquidation committee shall prepare a final balance sheet and determine the value and the portion of corporate assets to be allotted to each share.

GENERAL PROVISIONS

Section 30.- 1. The shareholders submitted themselves to the jurisdiction where the Company’s registered office is located.

2. Any controversy, except for those provided for in the Companies Act (Ley de Sociedades Anónimas) shall be resolved by arbitration in law, pursuant to Act 36/1988, of 5 December.

3. Any person subject to any legal prohibition or incompatibility, specifically those provided for in Act 25/1983, of 26 December, amended by Act 9/1991, of 22 March, shall not be entitled to hold office in the Company.

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EX-3.2.1

Exhibit 3.2.1

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GRIFOLS INC.

ARTICLE 1
NAME

     The name of the corporation is Grifols Inc. (the “Corporation”).

ARTICLE 2
CORPORATE PURPOSE AND POWERS

     The purpose of the Corporation is to engage in any and all lawful business or activity, not required to be specifically stated in these Amended and Restated Articles of Incorporation (these “Articles of Incorporation”), for which a corporation may be organized under the Virginia Stock Corporation Act.

ARTICLE 3
CAPITAL STOCK

     A. The total number of shares of stock which the Corporation shall have authority to issue shall be 400,000,000 shares of common stock which shall have a par value of $0.01, and which shall be voting stock (“Common Stock”), and 40,000,010 shares of preferred stock which shall have a par value of $0.01 per share (the “Preferred Stock”). The shares of Preferred Stock may be divided and issued from time to time in one or more series as may be designated by the Board of Directors, each such series to be distinctly titled and to consist of the number of shares designated by the Board of Directors by filing Articles of Amendment. All shares of any one series of Preferred Stock so designated by the Board of Directors shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon (if any) shall accrue or be cumulative (or both). The designations, preferences, qualifications, limitations, restrictions, and special or relative rights (if any) of any series of Preferred Stock may differ from those of any and all other series at any time outstanding. The Board of Directors is hereby expressly vested with authority to fix by resolution the designations, preferences, qualifications, limitations, restrictions and special or relative rights (if any) of the Preferred Stock and each series thereof which may be designated by the Board of Directors.

     B. Except as otherwise required by applicable law, each holder of Common Stock shall have full voting rights and powers equal to the voting rights and powers of each holder of Common Stock and shall be entitled to one (1) vote for each share of Common Stock held by such holder.

ARTICLE 4
BOARD OF DIRECTORS

     A. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.

     B. The number of directors which shall constitute the whole Board of Directors shall be the number from time to time fixed by resolution of the Board of Directors.

     C. Any director may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least two-thirds (2/3) of all of the outstanding shares of capital stock of the Corporation entitled to vote for that purpose.

ARTICLE 5
PREEMPTIVE AND APPRAISAL RIGHTS

     Except as may be set forth in any written agreement between the Corporation and one or more of its shareholders, no holder of outstanding shares of any class shall have any preemptive right with respect to (a) any shares of any class of the Corporation, whether now or hereafter authorized, (b) any warrants, rights or options to purchase any such shares, or (c) any obligations convertible into or exchangeable for any such shares or into warrants, rights or options to purchase any such shares. To the fullest extent that the Virginia Stock Corporation Act permits the limitation or elimination of appraisal rights for any class or series of shares, no shareholder of the Corporation shall have appraisal rights. If the laws of the Commonwealth of Virginia are hereafter amended to authorize corporate action further eliminating or limiting appraisal rights, then appraisal rights shall be eliminated or limited to the fullest extent then permitted.

ARTICLE 6
BYLAWS

     In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation subject to any limitations contained therein.

ARTICLE 7
LIMITATION OF LIABILITY

     To the fullest extent that the Virginia Stock Corporation Act permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages. No amendment to or repeal of this Article 7 shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. If the laws of the Commonwealth of Virginia are hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent then permitted.

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ARTICLE 8
INDEMNIFICATION

     The Corporation shall indemnify and shall advance expenses to its officers and directors to the fullest extent permitted by law from time to time in effect. Without limiting the generality of the foregoing, the Bylaws of the Corporation may provide for indemnification and advancement of expenses to the Corporation’s officers, directors, employees and agents on such terms and conditions as the Board of Directors may from time to time deem appropriate or advisable, provided that such Bylaws do not diminish the rights of officers and directors to indemnification and advancement of expenses.

ARTICLE 9
SHAREHOLDER ACTION WITHOUT A MEETING

     Any action required or permitted to be adopted or taken at a shareholders’ meeting may be adopted or taken without a meeting, and without prior notice, if consents in writing setting forth the action so adopted or taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to adopt or take the action at a meeting at which all shares entitled to vote on the action were present and voted, if evidenced as contemplated by, and otherwise in accordance with, Section 13.1-657 of the Virginia Stock Corporation Act.

ARTICLE 10
SEVERABILITY

     In the event that all, some or any part of any provision contained in these Articles of Incorporation shall be found by any court of competent jurisdiction to be illegal, invalid or unenforceable (as against public policy or otherwise), such provision shall be enforced to the fullest extent permitted by law and shall be construed as if it had been narrowed only to the extent necessary so as not to be invalid, illegal or unenforceable; the validity, legality and enforceability of the remaining provisions of these Articles of Incorporation shall continue in full force and effect and shall not be affected or impaired by such illegality, invalidity or unenforceability of any other provision (or any part or parts thereof) of these Articles of Incorporation. If and to the extent that any provision contained in these Articles of Incorporation that is not required by the Virginia Stock Corporation Act to be contained in these Articles of Incorporation violates any rule of a securities exchange or automated quotation system on which securities of the Corporation are traded, the Board of Directors is authorized, in its sole discretion, to suspend or terminate such provision for such time or periods of time and subject to such conditions as the Board of Directors shall determine in its sole discretion.

ARTICLE 11
AMENDMENT

     Any amendment to these Articles of Incorporation shall be made in accordance with the Virginia Stock Corporation Act.

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ARTICLE 12
SHAREHOLDER APPROVAL OF FUNDAMENTAL TRANSACTIONS

     Except as otherwise provided in these Articles of Incorporation, a plan of merger or share exchange pursuant to Section 13.1-718, a transaction involving the sale, lease, exchange or other disposition of the Corporation’s assets that requires shareholder approval under Section 13.1-724 or a plan of dissolution under Section 13.1-742 of the Virginia Stock Corporation Act may be approved by the affirmative vote of the holders of a majority in voting power of the then outstanding shares of capital stock of the Corporation entitled to vote on the matter, voting together as a single class.

ARTICLE 13
ELECTIONS UNDER VIRGINIA STOCK CORPORATION ACT

     Pursuant to Section 13.1-727.B.4 of the Virginia Stock Corporation Act, the Corporation shall not be governed by Article 14 (Affiliated Transactions) of the Virginia Stock Corporation Act. Pursuant to Section 13.1-728.2 of the Virginia Stock Corporation Act, Article 14.1 (Control Share Acquisitions) of the Virginia Stock Corporation Act shall not apply to acquisitions of shares of the Corporation.

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EX-3.2.2

Exhibit 3.2.2

GRIFOLS INC.

AMENDED AND RESTATED BYLAWS

ARTICLE 1

NAME

     The name of the corporation is Grifols Inc., which is a Virginia corporation and formerly known as Stream Merger Sub, Inc.

ARTICLE 2

OFFICES

     Section 1. Registered Office and Registered Agent. The corporation shall maintain a registered office and a registered agent in the Commonwealth of Virginia as required by the laws of said Commonwealth.

     Section 2. Other Offices. The corporation shall in addition to its registered office in the Commonwealth of Virginia establish and maintain an office or offices at such place or places as the Board of Directors may from time to time find necessary or desirable.

ARTICLE 3

MEETINGS OF SHAREHOLDERS

     Section 1. Place of Meetings. Meetings of the shareholders shall be held at such place, within or without the Commonwealth of Virginia, as the Board of Directors may determine. Any previously scheduled meeting of the shareholders, except for a special meeting called by the shareholders in accordance with these Bylaws, may be postponed by action of the Board of Directors taken prior to time previously scheduled for such meeting.

     Section 2. Annual Meeting of Shareholders. The annual meeting of the shareholders shall be held on such date and at such time as the Board of Directors may determine. At each such annual meeting, the shareholders shall elect by plurality vote, in accordance with the Articles of Incorporation and these Bylaws, directors to hold office until the next annual meeting of the shareholders and until their successors are respectively elected and qualified or as otherwise provided by statute, the Articles of Incorporation or these Bylaws. Any other proper business may be transacted at the annual meeting.

     Section 3. Special Meeting of Shareholders. A special meeting of the shareholders for any purpose or purposes may be called by (a) the Chairman of the Board, (b) the Board of

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Directors, (c) the President or (d) by the Secretary upon the unanimous request of the shareholders. Business transacted at any special meeting of the shareholders shall be confined to the purpose or purposes stated in the notice of the meeting.

     Section 4. Quorum. A majority of the votes entitled to be cast on a matter by a voting group shall constitute a quorum of the voting group for action on that matter at any meeting of the shareholders, except as otherwise provided by statute or the Articles of Incorporation. Once a share is represented for any purpose at a meeting of the shareholders, it is deemed present for quorum purposes for the remainder of the meeting, and for any adjournment of that meeting unless a new record date is or shall be set for such adjourned meeting. The shareholders entitled to vote at any meeting of shareholders and present in person or by proxy, even though less than a quorum, or the chairman of the meeting shall have power to adjourn any meeting of the shareholders from time to time, without notice other than announcement at the meeting before adjournment (except as otherwise provided by statute). Any business may be transacted at such adjourned meeting that might have been transacted at the meeting as originally notified.

     Section 5. Right to Vote; Written Authorization. At any meeting of the shareholders, each shareholder having the right to vote shall be entitled to vote in person or by proxy. A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, by an electronic transmission or by any other manner permitted under the Virginia Stock Corporation Act (the “VSCA”). Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Any such appointment form shall bear a date not more than eleven months prior to said meeting, unless such appointment form expressly provides for a longer period. All appointment forms shall be effective when received by the Secretary or other officer or agent of the corporation authorized to tabulate votes.

     Section 6. Voting. Except as otherwise provided in the Articles of Incorporation, at each meeting of the shareholders each shareholder shall have one vote for each share having voting power, registered in the shareholder’s name on the share transfer books of the corporation at the record date fixed in accordance with these Bylaws, or otherwise determined, with respect to such meeting. Except as otherwise expressly provided by statute, the Articles of Incorporation or these Bylaws, action on a matter, other than the election of directors, by a voting group is approved if a quorum of the voting group exists and the votes cast within the voting group favoring the action exceed the votes cast opposing the action.

     Section 7. Notice of Meetings. Except as otherwise required by the VSCA, notice of any meeting of the shareholders shall be given to each shareholder entitled to vote thereat not less than 10 nor more than 60 days before the meeting. Such notice shall state the date, time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice may be given by any means, including electronic transmission, permitted by the VSCA. Notwithstanding the foregoing, a written waiver of notice signed by the

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person or persons entitled to such notice, either before or after the date and time of the meeting that is the subject of such notice, shall be equivalent to the giving of such notice. A shareholder who attends a meeting shall be deemed to have (i) waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he or she objects to holding the meeting or transacting business at the meeting, and (ii) waived objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless he or she objects to considering the matter when it is presented.

     Section 8. Chairman of the Meeting. The Chairman of the Board shall preside over all meetings of the shareholders. If he or she is not present or willing to serve, or if there is none in office, the Chief Executive Officer shall preside and, if the Chairman of the Board and the Chief Executive Officer are not present or willing to serve, or if there are none in office, the President shall preside. If the Chairman of the Board, the Chief Executive Officer and the President are not present or willing to serve, a Vice President shall preside, or, if none be present, a chairman selected by the shareholders at such meeting shall preside. The Secretary shall act as secretary of the meeting of the shareholders, if he or she is present. If he or she is not present, the chairman of the meeting shall appoint a secretary of the meeting. The chairman of the meeting, at his or her discretion, may adjourn or recess the meeting from time to time, whether or not there is a quorum, and may determine the date, time and place that a meeting so adjourned or recessed is to reconvene. The chairman of the meeting may prescribe rules of procedure for the meeting of the shareholders, including the order of business.

     Section 9. Inspectors. Unless otherwise required by law, the corporation may appoint one or more inspectors for any meeting of shareholders. Any inspectors so appointed shall receive and take charge of proxies and ballots, decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast, and perform such other duties as requested by the chairman of the meeting or as required by applicable law.

     Section 10. Action Without a Meeting. Subject to the Articles of Incorporation and the VSCA, nothing in these Bylaws shall restrict the ability of the shareholders of the corporation to take action without a meeting by executing consents in writing.

ARTICLE 4

DIRECTORS

     Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs shall be managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation.

     Section 2. Number and Term of Directors. The number of directors shall be determined from time to time by the Board of Directors, provided that the number of directors shall not be less than 3 nor more than 15. Each director shall serve until the next annual meeting and until his or her successor is elected and qualifies. In case of any increase in the number of directors, the Board of Directors shall have power to elect any additional director to hold office until the next shareholders’ meeting at which directors are elected. Any decrease in the number of directors shall take effect at the time of such decrease only to the extent that vacancies then

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exist; to the extent that such decrease exceeds the number of such vacancies, the decrease shall not become effective, except as further vacancies may thereafter occur by expiration of the term of directors at the next shareholders’ meeting at which directors are elected or otherwise.

     Section 3. Vacancy. Any vacancy occurring in the Board of Directors by reason of death, resignation, removal, increase in the number of directors or otherwise, may be filled by the shareholders or by the affirmative vote of a majority of the directors remaining in office, although less than a quorum.

     Section 4. Removal. Subject to the Articles of Incorporation, the shareholders may at any time remove one or more directors from office, with or without cause.

     Section 5. Resignation. Any director may resign at any time by delivering a written resignation to the Board of Directors, the Chairman of the Board or the Secretary. Any such resignation shall take effect upon such delivery or at such later date as may be specified therein. Any such notice to the Board of Directors may be addressed to it in care of the Secretary.

     Section 6. Chairman of the Board. The Board of Directors may choose a Chairman of the Board from among the directors. The Chairman of the Board shall preside at meetings of the Board of Directors, and shall have the powers and duties usually and customarily associated with the position of a non-executive Chairman of the Board.

     Section 7. Compensation. The Board of Directors may fix the compensation of the directors for their services, which compensation may include an annual fee, a fixed sum and expenses for attendance at regular or special meetings of the Board of Directors or any committee thereof, and such other benefits as the Board of Directors may determine. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE 5

COMMITTEES OF THE BOARD OF DIRECTORS

     The Board of Directors, by resolution adopted by a majority of the number of directors fixed in accordance with these Bylaws, may establish from time to time such standing or special committees of the Board of Directors as it may deem necessary or advisable, consisting of not less than two directors. The members and terms of such committees shall be as set forth in the resolutions establishing the same. Except as otherwise provided by the VSCA, a committee shall have such authority as is provided by the Board of Directors in the resolutions establishing such committee. Each committee shall report its proceedings to the Board of Directors. Provisions with respect to the Board of Directors which are applicable to meetings, actions without meetings, notices and waivers of notice and quorum and voting requirements shall also be applicable to each committee unless otherwise determined by the Board of Directors.

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ARTICLE 6

MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING

     Section 1. Meetings of Directors. Regular meetings of the Board of Directors may be held pursuant to resolutions adopted from time to time by the Board of Directors, without further notice of the date, time, place or purpose of the meeting.

     Section 2. Special Meetings of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board on at least 24 hours’ notice to each director of the date, time and place thereof, and shall be called by the Chairman of the Board or by the Secretary on like notice on the request in writing of a majority of the total number of directors in office at the time of such request. Except as may be otherwise required by the Articles of Incorporation or these Bylaws, the purpose or purposes of any such special meeting need not be stated in such notice.

     Section 3. Place of Meetings. The Board of Directors may hold its meetings, within or without the Commonwealth of Virginia, at such place or places as it may from time to time determine.

     Section 4. Notice. Notice of any meeting of the Board of Directors may be given by mailing or delivering such notice to each director at the director’s residence or business address, by telephone or electronic transmission, or by any other means permitted by the VSCA. Any such notice shall state the date, time and place of the meeting, but the notice need not state the purpose or purposes therefor unless otherwise required by the Board of Directors, these Bylaws or applicable law.

     Section 5. Quorum. At each meeting of the Board of Directors, the presence of a majority of the total number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and, except as otherwise provided by the Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the directors present at the meeting, even if less than a quorum, may adjourn the meeting to a fixed date, time and place, no further notice of the adjourned meeting being required.

     Section 6. Actions Without Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if one or more written consents stating the action taken, signed by each director either before or after the action is taken, are delivered to the corporation. Such written consents and the signing thereof may be accomplished by one or more electronic transmissions.

     Section 7. Telephone Meetings. Any or all directors may participate in any meeting of the Board of Directors or any committee thereof, or conduct such meeting, through the use of, any means of communication by which all directors participating may simultaneously hear each other. A director participating in a meeting by such means shall be deemed to be present in person at such meeting.

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     Section 8. Waivers. Whenever by statute, the Articles of Incorporation or these Bylaws a notice is required to be given to any director, a written waiver thereof, signed by the director entitled to notice, whether before or after the time stated therein, and filed with the corporate records or the minutes of the meeting, shall be equivalent to notice. Attendance of any director at any meeting of the Board of Directors or any committee thereof shall constitute a waiver of notice of such meeting by such director, except as otherwise provided by statute.

ARTICLE 7

OFFICERS

     Section 1. Officers. The officers of the corporation shall be chosen and elected by the Board of Directors and may include a Chief Executive Officer, a President, one or more Vice Presidents (including Senior, Executive and Assistant Vice Presidents), a Treasurer and a Secretary. The Board of Directors may also elect Assistant Treasurers, Assistant Secretaries and such other officers as it may deem necessary or advisable. Any number of offices may be held by the same person. The Board of Directors may authorize an officer to appoint one or more other officers or assistant officers. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be prescribed from time to time by these Bylaws, the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe duties of other officers.

     Section 2. Election of Officers. The Board of Directors, at its annual meeting or, if there is no annual meeting, at its first regular meeting of each fiscal year, shall choose the officers of the corporation, who need not be members of the Board of Directors.

     Section 3. Term. The officers of the corporation shall hold office until their successors are chosen and qualified. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors or, in the case of an officer appointed by another officer as provided in these Bylaws, by such other officer unless otherwise determined by the Board of Directors.

     Section 4. Removal. Any officer may be removed at any time, with or without cause, by the Board of Directors or, in the case of an officer appointed by another officer as provided in these Bylaws, by such other officer unless otherwise determined by the Board of Directors. An officer’s removal does not affect such officer’s contract rights, if any, with the corporation.

     Section 5. Resignation. Any officer may resign at any time by delivering notice of his or her resignation to the Board of Directors or the corporation. Any such resignation may be effective when the notice is delivered or at such later date as may be specified therein if the corporation accepts such later date. Any such notice to the Board of Directors shall be addressed to it in care of the Chairman of the Board or the Secretary.

     Section 6. Chief Executive Officer. Subject to the supervision and direction of the Board of Directors, the Chief Executive Officer shall be responsible for managing the business

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and affairs of the corporation. The Chief Executive Officer shall have supervision and direction of all of the other officers of the corporation.

     Section 7. President. The President shall be the chief operating officer of the corporation and shall perform such duties as are incident to such office or as may be prescribed by these Bylaws, the Board of Directors or the Chief Executive Officer. The President shall, in case of the absence or inability of the Chief Executive Officer to act, have the powers and perform the duties of the Chief Executive Officer.

     Section 8. Vice Presidents. The Vice Presidents shall have such powers and duties as may be incident to such office or as may be prescribed by the Board of Directors or directed by the Chief Executive Officer.

     Section 9. Treasurer. The Treasurer shall be responsible for the care and custody of all the funds and securities of the corporation. The Treasurer shall render an account of the financial condition and operations of the corporation to the Board of Directors or the Chief Executive Officer as often as the Board of Directors or the Chief Executive Officer shall require. He or she shall have such other powers and duties as are incident to such office or as may be prescribed by the Board of Directors or directed by the Chief Executive Officer.

     Section 10. Secretary. The Secretary shall act as custodian of the minutes of all meetings of the Board of Directors and of the shareholders and of the committees of the Board of Directors. He or she shall attend to the giving and serving of all notices of the corporation, and the Secretary or any Assistant Secretary shall attest the seal of the corporation upon all contracts and instruments executed under such seal. He or she shall also be custodian of such other books and records as the Board of Directors or the Chief Executive Officer may direct. He or she shall have such other powers and duties as are incident to such office or may be prescribed by the Board of Directors or directed by the Chief Executive Officer.

ARTICLE 8

CAPITAL STOCK

     Section 1. Certificates. The shares of capital stock of the corporation may be certificated or uncertificated. If certificated, the shares shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of shares of the corporation may be appointed by the Board of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the corporation and such certificate shall not then have been delivered by the corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the corporation.

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     Section 2. Lost, Destroyed and Mutilated Certificates. Holders of the shares of the corporation shall notify the corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

     Section 3. Transfer of Shares. The shares of the corporation shall be transferable or assignable only on the books of the corporation by the holder in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the corporation. The corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive distributions and to vote as such owner.

     Section 4. Registered Shareholders. The corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the Commonwealth of Virginia.

ARTICLE 9

FIXING RECORD DATE

     In order to make a determination of shareholders for any purpose, including those who are entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent in writing to any corporate action without a meeting, or entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, the Board of Directors may fix in advance a record date which shall not be more than 70 days before the meeting or other action requiring such determination. A record date fixed by the Board of Directors with respect to any meeting of the shareholders shall be the record date for determining shareholders entitled to notice of and to vote at such meeting, unless the Board of Directors, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or any adjournment thereof, entitled to express consent in writing to corporate action without a meeting, or entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, the date on which notices of the meeting or the requests for written consent are mailed or the date on which the resolution of the Board of Directors declaring or approving such distribution, allotment of rights or change, conversion or exchange is adopted, as the case may be, shall be the record date for such determination of shareholders. Except as otherwise expressly prescribed by statute, only shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or entitled to express such consent, or entitled to receive payment of such distribution or allotment of rights, or entitled to exercise such rights in respect of change, conversion or exchange, or to take such other action,

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as the case may be, notwithstanding any transfer of shares on the share transfer books of the corporation after any such record date fixed as aforesaid. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

ARTICLE 10

INDEMNIFICATION PRIOR TO THE EFFECTIVE TIME

     For a period of six years from the Effective Time, the corporation shall honor the exculpation, indemnification and advancement of expenses provisions in the bylaws of Talecris Biotherapeutics Holdings Corp. as in effect immediately prior to the Effective Time. For purposes of these Bylaws, the term “Effective Time” shall have the meaning given in the Agreement and Plan of Merger, dated June 6, 2010, among Grifols, S.A., Grifols, Inc. and Talecris Biotherapeutics Holdings Corp.

ARTICLE 11

INDEMNIFICATION AFTER THE EFFECTIVE TIME

     Section 1. For purposes of this Article:

     (a) “eligible person” means a person who is or was a director or officer of the corporation at any time after the Effective Time or a person who is or was a director or officer of the corporation and serving at the request of the corporation at any time after the Effective Time as a director, trustee, partner, officer or employee of another corporation, affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person shall be considered to be serving an employee benefit plan at the request of the corporation if such person’s duties to the corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan;

     (b) “expenses” includes, without limitation, counsel fees;

     (c) “liability” means the obligation to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred with respect to a proceeding;

     (d) “party” includes, without limitation, an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding; and

     (e) “proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

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     Section 2. Every reference herein to directors, officers, trustees, partners, employees, agents or consultants shall include former directors, officers, trustees, partners, employees, agents or consultants and their respective heirs, executors and administrators, provided that Article 10 shall be the sole source of indemnification and advancement of expenses for any such persons acting in any such capacity before the Effective Time. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article shall not be exclusive of any other rights to which any person may be entitled, including any rights under policies of insurance that may be purchased and maintained by the corporation or others, with respect to claims, issues or matters in relation to which the corporation would not have the power to indemnify such person under the provisions of this Article.

     Section 3. To the fullest extent permitted by the VSCA, as it exists on the date hereof or as hereafter amended, the corporation shall indemnify any person who was or is a party to any proceeding, including a proceeding brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation, by reason of the fact that such person is or was an eligible person against any liability incurred by such person in connection with such proceeding. To the same extent, the corporation is empowered to enter into a contract to indemnify any eligible person against liability in respect of any proceeding arising from any act or omission, whether occurring before or after the execution of such contract.

     Section 4. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the eligible person did not meet any standard of conduct that is or may be a prerequisite to such person’s entitlement to indemnification under Section 3 of this Article.

     Section 5. The corporation shall indemnify under Section 3 of this Article any eligible person who entirely prevails in the defense of any proceeding. Any other indemnification under Section 3 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the eligible person has met any standard of conduct that is a prerequisite to his or her entitlement to indemnification under Section 3 of this Article. The determination shall be made:

     (a) by the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

     (b) if a quorum cannot be obtained under clause (a) of this Section 5, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

     (c) by special legal counsel:

     (i) selected by the Board of Directors or its committee in the manner prescribed in clause (a) or (b) of this Section 5; or

     (ii) if a quorum of the Board of Directors cannot be obtained under clause (a) of this Section 5 and a committee cannot be designated under clause (b) of this

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Section 5, selected by a majority vote of the full Board of Directors, in which selection directors who are parties may participate; or

     (d) by the shareholders of the corporation, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such authorizations and evaluations shall be made by those entitled under clause (c) of this Section 5 to select counsel or by special legal counsel so selected.

     Section 6. The corporation shall pay for or reimburse the reasonable expenses incurred by any eligible person who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section 5 of this Article if any such person furnishes the corporation:

     (a) a written statement, executed personally, of such person’s good faith belief that such person has met any standard of conduct that is a prerequisite to his or her entitlement to indemnification pursuant to Section 3 of this Article; and

     (b) a written undertaking, executed personally or on such person’s behalf, to repay the advance if it is ultimately determined that such person did not meet such standard of conduct.

The undertaking required by clause (b) of this Section 6 shall be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

     Section 7. The corporation may and is hereby empowered to indemnify or contract to indemnify, and to pay for and reimburse the reasonable expenses incurred by, any person not specified in Section 3 of this Article who was, is or may become a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the corporation, to the same or a lesser extent as if such person were specified as one to whom indemnification is granted in Section 3 of this Article. Unless otherwise provided by the corporation with respect to any such person, the provisions of Sections 4, 5 and 6 of this Article shall be applicable to any indemnification and payment or reimbursement of expenses provided hereafter pursuant to this Section.

     Section 8. Except as otherwise required by law, from and after the Effective Time the provisions of this Article shall be applicable to all proceedings commenced after it becomes effective, arising from any act or omission, whether occurring before or after such effective date. No amendment or repeal of this Article shall impair or otherwise diminish the rights provided under this Article (including those created by contract) with respect to any act or omission occurring prior to such amendment or repeal. The corporation shall promptly take all such actions and make all such determinations and authorizations as shall be necessary or appropriate to comply with its obligation to make any indemnity against liability, or to advance any expenses, under this Article.

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     Section 9. The corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any eligible person (and for a person referred to in Section 7 of this Article) against any liability asserted against or incurred by him or her whether or not the corporation would have power to indemnify him or her against such liability under the provisions of this Article.

     Section 10. Nothing herein shall prevent or restrict the power of the corporation to make or provide for any further indemnity, or any provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, the Articles of Incorporation, Bylaws or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the corporation shall be a party to or beneficiary of any such agreements, the Articles of Incorporation, Bylaws or other arrangements); provided, however, that any provision of such agreements, the Articles of Incorporation, Bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia, but other provisions of any such agreements, the Articles of Incorporation, Bylaws or other arrangements shall not be affected by any such determination.

     Section 11. Each provision of this Article shall be severable and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

ARTICLE 12

MISCELLANEOUS

     Section 1. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

     Section 2. Corporate Seal. The corporate seal of the corporation, if any, shall have inscribed thereon the name of the corporation, the fact of its establishment in the Commonwealth of Virginia and the words “Corporate Seal.” Such seal may be used by causing it or a facsimile thereof to be impressed, affixed, printed or otherwise reproduced.

     Section 3. Severability. If any provision of these Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of the Bylaws in any jurisdiction.

ARTICLE 13

BYLAWS

     Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number

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of directors fixed in accordance with these Bylaws. The shareholders entitled to vote in respect to the election of directors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

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EX-3.3.1

Exhibit 3.3.1

CERTIFICATE OF INCORPORATION

OF

GRIFOLS INSTITUTE INC.

     The undersigned incorporator, in order to form a corporation under the General Corporation Law of Delaware, certifies as follows:

     FIRST: The name of the corporation is:

     GRIFOLS INSTITUTE INC.

     SECOND: The registered office of the corporation is to be located at 15 East North Street, Dover, Delaware 19901. The name of its registered agent at that address is Paracorp Incorporated. County of Kent.

     THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The Corporation shall have the authority to issue 10,000 shares of common stock, par value $0.01 per share.

     FIFTH: The name and mailing address of the incorporator are as follows:

Lee Schauer
c/o Proskauer Rose LLP
2049 Century Park East, Suite 3200
Los Angeles, California 90067

     SIXTH: Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between the corporation and its stock holders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the corporation under the provisions of §279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned

by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the corporation, as the case may be, and also on the corporation.

     SEVENTH: A director of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages for the breach of any fiduciary duty as a director, except in the case of (a) any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under section 174 of the General Corporation Law of the State of Delaware or (d) for any transaction from which the director derives an improper personal benefit. Any repeal or modification of this Article by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

     EIGHTH: The corporation shall, to the fullest extent permitted by law, as the same is now or may hereafter be in effect, indemnify each person (including the heirs, executors, administrators and other personal representatives of such person) against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or completed suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving any other incorporated or unincorporated enterprise in such capacity at the request of the corporation.

     NINTH: Unless, and except to the extent that, the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

     TENTH: The Corporation hereby confers the power to adopt, amend or repeal bylaws of the corporation upon the directors.

     IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of May, 2003.

/s/ Lee Schauer  

Lee Schauer 

Sole Incorporator 

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EX-3.3.2

Exhibit 3.3.2

CERTIFICATE OF CORRECTION

OF

CERTIFICATE OF INCORPORATION

OF

GRIFOLS INSTITUTE INC.

     Pursuant to Section 103(f) of the Delaware General Corporation Law:

     I, the undersigned, being the sole Incorporator of Grifols Institute Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DO HEREBY CERTIFY:

     RESOLVED, that in the Certificate of Incorporation of this corporation the name of the corporation was set forth incorrectly and that Article FIRST should be corrected by changing it to read as follows:

FIRST: The name of the corporation is GRIFOLS BIOLOGICALS INC.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5^th day of June, 2003

/s/ Lee Schauer

Lee Schauer, Sole Incorporator

EX-3.3.3

Exhibit 3.3.3

BY-LAWS

OF

GRIFOLS BIOLOGICALS INC.,

a Delaware company

ARTICLE I.

OFFICES

     SECTION 1. REGISTERED OFFICE.—The registered office shall be established and maintained as determined by the Board of Directors from time to time.

     SECTION 2. OTHER OFFICES.—The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

          SECTION 1. ANNUAL MEETINGS.—Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.

          If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

          SECTION 2. OTHER MEETINGS.—Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

          SECTION 3. VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

          A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

          SECTION 4. QUORUM.—Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

          SECTION 5. SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes maybe called by the President or Secretary, or by resolution of the directors or by vote of the stockholders holding twenty five (25) percent or more of the outstanding stock of the corporation.

          SECTION 6. NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

          SECTION 7. ACTION WITHOUT MEETING.—Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III.

DIRECTORS

          SECTION 1. NUMBER AND TERM.—The number of directors constituting the Board of Directors shall be not more than nine nor less than one, as fixed from time to time by action of the stockholders or the Board of Directors. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders.

          SECTION 2. RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

          SECTION 3. VACANCIES.—If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen provided, however, that if there are no directors then in office due to such a vacancy, the stockholders may elect a successor who shall hold office for the unexpired term and until his successor shall be elected and qualified.

          SECTION 4. REMOVAL.—Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

          Unless the Certificate of Incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified Board of Directors only for cause. If the Certificate of Incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

          If the holders of any class or series are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, these provisions shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

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          SECTION 5. INCREASE OF NUMBER.—The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

          SECTION 6. POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

          SECTION 7. COMMITTEES.—The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

          Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

          SECTION 8. MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

          Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

          Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

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          Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          SECTION 9. QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

          SECTION 10. COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

          SECTION 11. ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV.

OFFICERS

          SECTION 1. OFFICERS.—The officers of the corporation shall be a President and a Secretary, both of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, a Treasurer, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

          SECTION 2. OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

          SECTION 3. CHAIRMAN.—The Chairman of the Board of Directors, if one be elected shall preside at all meetings of the Board of Directors and he shall have

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and perform such other duties as from time to time may be assigned to him by the Board of Directors.

          SECTION 4. PRESIDENT.—The President shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation subject to the authorization and control of the Board of Directors. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

          SECTION 5. VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

          SECTION 6. TREASURER.—The Treasurer, if any, shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

          The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

          SECTION 7. SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

          SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.—Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

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ARTICLE V.

MISCELLANEOUS

          SECTION 1. CERTIFICATES OF STOCK. — Certificates of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice- President,and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any or all the signatures may be facsimiles.

          SECTION 2. LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

          SECTION 3. TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

          SECTION 4. STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          SECTION 5. DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as

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a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

          SECTION 6. SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          SECTION 7. FISCAL YEAR.—The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

          SECTION 8. CHECKS.— All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

          SECTION 9. NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

          Whenever any notice whatsoever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI.

AMENDMENTS

          These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

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          I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the By-Laws of, a Delaware Corporation, as in effect on the date hereof.

Lee Schauer, Sole Incorporator 

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EX-3.4.1

Exhibit 3.4.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

November 1, 2007

Biomat USA, Inc., a corporation organized and existing under, and by virtue of the Delaware General Corporation Law (this “Corporation”), DOES HEREBY CERTIFY:

     1. The name of this Corporation is Biomat USA, Inc. The Corporation was originally incorporated under the name American Blood Institute, Inc., and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 1, 1991; was restated pursuant to a Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 6, 1996; was amended by a Certificate of Designation, files with the Secretary of State on July 10, 1996; was further amended by a Certificate of Designation, filed with the Secretary of State of the State of Delaware on December 18, 1997; was further amended by a Certificate of Designation, filed with the Secretary of State of the State of Delaware on March 9, 1999; and further amended by a Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 8, 2002.

     2. Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law, this Amended and Restated Certificate of Incorporation was adopted by this Corporation’s Board of Directors and stockholders.

     3. The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended and restated to read in its entirety as follows:

     FIRST: The name of the corporation is Biomat USA, Inc.

     SECOND: The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at that address is The Corporation Trust Company.

     THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The Corporation shall have two Series of Common Stock: Series A and Series B. The total number of shares of Series A (Common) Stock which the Corporation shall have authority to issue is one hundred (100) shares, par value $0,001 per share (the “Series A Stock”), and the total number of shares of Series B (Common) Stock which the Corporation shall have authority to issue is one hundred (100) shares, par value $0,001 per share (the “Series B Stock”). Series A Stock holders shall not be entitled to vote. All voting powers shall be exclusive to Series B Stock holders. Series B Stock holders shall hold a perpetual option to purchase the Series A Stock of the Corporation.

     FIFTH: The business and affairs of the corporation shall be managed by and under the direction of the Board of Directors.

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     SIXTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The liability of a director of the corporation to the corporation or its stockholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law in the event it is determined that Delaware law does not apply. The corporation is authorized to provide by bylaw, agreement, or otherwise for indemnification of directors, officers, employees and agents for breach of duty to the corporation and its stockholders in excess of the indemnification otherwise permitted by applicable law. Any repeal or modification of this Article shall not result in any liability for a director with respect to any action or omission occurring prior to such repeal or modification.

     SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and by this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

     EIGHTH: In addition to the other powers expressly granted by statute, the Board of Directors of the corporation shall have the power to adopt, repeal, alter or amend the bylaws of the Corporation.

     NINTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

          IN WITNESS WHEREOF, this Corporation has caused this Certificate to be signed by David I. Bell, its Chairman, as of the date first written above.

Biomat USA, Inc., a Delaware corporation
By:
	David I. Bell
	Title:	Chairman

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EX-3.4.2

Exhibit 3.4.2

By-Laws

Of

American Blood Institute, Inc.
A Delaware Corporation

ARTICLE I

Offices

     Section l.l The corporation shall maintain a registered office in the State of Delaware as required by law. The corporation may also have such other offices, either within or without the State of Delaware, as the business of the corporation may require.

ARTICLE II

Stockholders

     Section 2.1 ANNUAL MEETING. An annual meeting of the stockholders shall be held commencing in 1992 on the first Monday of October of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day, for the election of directors and for the transaction of such other business as may come before the meeting.

     Section 2.2 SPECIAL MEETINGS. Special meetings of the stockholders may be called by the President, the board of directors, or by a request in writing from the holders of not less than 51% of the issued and outstanding voting stock of the corporation. Within ten days after the receipt of such a written request, the President or another officer designated by the President must send a notice of meeting in accordance with section 2.4 hereof.

     Section 2.3 PLACE OF MEETING. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If a special meeting be called otherwise than by the board of directors, the place of meeting must be in the county of Cook; State of Illinois.

     Section 2.4 NOTICE OF MEETING. Written notice stating the place, date and hour of the meeting, the place where the stockholder list may be examined prior to the meeting, if different from the place of the meeting, and, in

the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in person or sent by mail or overnight express service not less than ten nor more than sixty days before the date of the meeting, or in the case of a merger or consolidation of the corporation requiring stockholder approval or a sale, lease or exchange of all or substantially all of the corporation’s assets, not less than twenty nor more than sixty days before the date of meeting, to each stockholder of record entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. If notice is given by overnight express service, such notice shall be deemed given one day after delivery to such express service. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty days, or unless, after adjournment, a new record date is fixed for the adjourned meeting, in either of which cases notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by such stockholder either before or after any meeting. Attendance by a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in any waiver of notice of such meeting.

     Section 2.5 FIXING OF RECORD DATE. (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any

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adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

     (b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

     (c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

     Section 2.6 VOTING LISTS. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the

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meeting, arranged in alphabetical order, and showing the address of each stockholder and number of shares registered in his name, which list, for a period of ten days prior to such meeting, shall be kept on file either at a place within the city where the meeting is to be held and which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and shall be open to the examination of any stockholder, for any purpose germane to the meeting, at any time during ordinary business hours. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     Section 2.7 STOCK LEDGER. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 2.8 QUORUM. A majority of the outstanding shares of voting stock of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders; provided, however, that if less than a majority of the outstanding shares of voting stock are represented at said meeting, a majority of the shares of voting stock so represented may adjourn the meeting. If a quorum is present, the affirmative vote of a majority of the shares of voting stock represented at the meeting shall be the act of the stockholders in all matters other than the election of directors, who shall be elected by a plurality of the votes of the shares present in person or by proxy and entitled to vote on the election of directors, unless the vote of a greater number or voting by classes is required by the Delaware General Corporation Law, the certificate of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Requirements of notice at any adjourned meeting are governed by Section 2.4 hereof. Withdrawal of stockholders from any meeting shall not cause failure of a duly constituted quorum at that meeting.

     Section 2.9 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Every proxy must be signed by the stockholder or his attorney-in-fact. A duly executed proxy shall be irrevocable if it states that it is irrevocable, and if, and only as long as, it is coupled with an interest sufficient in law to support

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an irrevocable power. A proxy may be made irrevocable regard-less of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

     Section 2.10 VOTING OF STOCK. Subject to the provisions of the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of the voting stock held by such stockholder.

     Section 2.11 VOTING OF STOCK BY CERTAIN HOLDERS. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock and vote thereon. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes, but shares of its stock held by the corporation in a fiduciary capacity may be voted by it and counted for quorum purposes.

     Section 2.12 CONSENT OF STOCKHOLDERS. (a) Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its principal place of business, or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office in Delaware shall be by hand or by certified or registered mail, return receipt requested.

     (b) Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this section to the corporation, written consents signed by a sufficient

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number of holders to take such action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office in Delaware shall be by hand or by certified or registered mail, return receipt requested.

     (c) Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing.

     Section 2.13 VOTING BY BALLOT. Voting in any election of directors may, if permitted by the certificate of incorporation, be by voice vote, and voting on any other question shall be by voice vote unless, in each case, the presiding officer shall order or any stockholder shall demand that voting be by ballot.

     Section 2.14 INSPECTORS. The board of directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, or upon the request of any stockholder shall, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

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ARTICLE III

Directors

     Section 3.1 GENERAL POWERS. The business of the corporation shall be managed by or under the direction of its board of directors, except as otherwise provided in the certificate of incorporation.

     Section 3.2 NUMBER AND QUALIFICATIONS. The number of directors of the corporation shall be one (1) or such other number as may be determined from time to time by the board of directors of the corporation at a duly held meeting thereof. Directors need not be stockholders of the corporation, citizens of the United States or residents of the State of Delaware.

     Section 3.3 ELECTION AND TERM. The board of directors shall be elected at the annual meeting of the stockholders of the corporation and shall hold office until their successors are elected and qualified or until their earlier death, resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the board of directors, including vacancies resulting from the removal of directors, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

     Section 3.4 REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of stockholders. Meetings of the board of directors may be held either within or without the State of Delaware. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

     Section 3.5 SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the President or any director. The person or persons calling such special meeting of the board of directors shall fix a place, either within or without the State of Delaware, as the

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place for holding such special meeting of the board of directors.

     Section 3.6 NOTICE. Notice of any special meeting stating the time and place of such meeting shall be given at least three days previous thereto by written notice delivered personally or sent by mail or overnight express service to each director at his business address. Such notice shall be deemed to be delivered when deposited in the United States mail or given to such overnight express service so addressed, with postage thereon prepaid. Notice need not be given to any director who submits a written waiver of notice signed by him either before or after any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of such meeting.

     Section 3.7 QUORUM. A majority of the number of directors fixed by or determined in accordance with these by-laws (or of the members of any committee in the case of a meeting of a committee of the board of directors) shall constitute a quorum for the transaction of business at any meeting of the board of directors or of such committee, provided, however, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee thereof.

     Section 3.8 MANNER OF ACTING. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors or of a committee of the board, as the case may be.

     Section 3.9 ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

     Section 3.10 COMPENSATION. The board of directors shall have authority to establish reasonable compensation of all

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directors for services to the corporation as directors, officers or otherwise.

     Section 3.11 LIABILITY FOR UNLAWFUL PAYMENT OF DIVIDEND. In case of any willful or negligent violation of the provisions of sections 160 or 173 of the Delaware General Corporation Law regarding the payment of dividends, any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may exonerate himself from such liability by causing his dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after he has notice of the same.

     Section 3.12 TELEPHONE MEETINGS. Members of the board of directors or of any committee therof may participate in a meeting of the board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

     Section 3.13 REMOVAL. Any director or the entire board of directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors.

     Section 3.14 COMMITTEES. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, to the extent permitted under the Delaware General Corporation Law.

ARTICLE IV

Officers

     Section 4.1 NUMBER. The officers of the corporation shall be a President, a Treasurer, a Secretary, and such Vice Presidents, Assistant Treasurers, Assistant Secretaries or other officers as may be elected by the board of directors. Any two or more offices may be held by the same person.

     Section 4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of

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directors held after each annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his successor is elected and has qualified or until his earlier death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. Election of an officer shall not of itself create contract rights.

     Section 4.3 REMOVAL. Any officer elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     Section 4.4 VACANCIES. A vacancy in any office occurring because of death, resignation, removal or otherwise, may be filled by the board of directors.

     Section 4.5 THE PRESIDENT. The President shall be the chief executive officer of the corporation and, subject only to the board of directors, shall have general authority over, and general management and control of, the property, business and affairs of the corporation. The President shall preside at all meetings of the stockholders and of the board of directors. The President shall have authority to vote all shares of stock of any other corporation standing in the name of the corporation, at any meeting of the stockholders of such other corporation or by written consent of the stockholders of such other corporation, and may, on behalf of the corporation, value any notice of the calling of any such meeting, and may give a written proxy in the name of the corporation to vote any or all shares of stock of such other corporation owned by the corporation at any such meeting. The President shall perform such other duties as may be prescribed by the board of directors from time to time.

     Section 4.6 THE VICE PRESIDENTS. Each of the Vice Presidents, if any, shall report to the President or such other officer as may be determined by the board of directors. Each Vice President shall have such duties and responsibilities as from time to time may be assigned to him by the President or the board of directors.

     Section 4.7 THE TREASURER. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source

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whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these by-laws; (b) in general, perform all the duties incident to the office of the treasurer and such other duties as may from time to time be assigned to him by the President or the board of directors. In the absence of the Treasurer, or in the event of his incapacity or refusal to act, or at the direction of the Treasurer, any Assistant Treasurer may perform the duties of the Treasurer.

     Section 4.8 THE SECRETARY. The Secretary shall: (a) record all the proceedings of the meetings of the stockholders and board of directors in one or more books kept for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares of stock prior to the issuance thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) have general charge of the stock transfer books of the corporation and (f) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or the board of directors. In the absence of the Secretary, or in the event of his incapacity or refusal to act, or at the direction of the Secretary, any Assistant Secretary may perform the duties of Secretary.

ARTICLE V

Contracts, Loans
Checks and Deposits

     Section 5.1 CONTRACTS. Except as otherwise determined by the board of directors or provided in these by-laws, all deeds and mortgages made by the corporation and all other written contracts and agreements to which the corporation shall be a party shall be executed in its name by the President or any Vice President.

     Section 5.2 LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

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     Section 5.3 CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

     Section 5.4 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI

Certificates for Shares of
Stock and Their Transfer

     Section 6.1 CERTIFICATES FOR SHARES OF STOCK. Certificates representing shares of stock of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the President or any Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. If any such certificate is manually countersigned by a transfer agent other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the person to whom the shares represented thereby are issued; with the number of shares and date of issue, shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms, indemnity and surety to the corporation as the board of directors may prescribe.

     Section 6.2 TRANSFER OF SHARES OF STOCK. Transfers of shares of stock of the corporation shall be made on the books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary

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of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

     Section 6.3 TRANSFER AGENTS AND REGISTRARS. The board of directors may appoint one or more transfer agents or assistant transfer agents and one or more registrars of transfers, and may require all certificates for shares of stock of the corporation to bear the signature of a transfer agent or assistant transfer agent and a registrar of transfers. The board of directors may at any time terminate the appointment of any transfer agent or any assistant transfer agent or any registrar of transfers.

ARTICLE VII

Indemnification

     Section 7.1 DIRECTORS AND OFFICERS. (a) The corporation shall indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the

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corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

     (c) To the extent that any person referred to in paragraphs (a) and (b) of this Section 7.1 has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     (d) Any indemnification under paragraphs (a) and (b) of this section 7.1 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this section 7.1. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

     (e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as provided in this section 7.1.

     (f) The indemnification and advancement of expenses provided by or granted pursuant to this section 7.1 shall not

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be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

     (g) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section 7.1.

     (h) For purposes of this section 7.1, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

     (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (j) Unless otherwise determined by the board of directors, references in this section to “the corporation” shall not include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director officer, employee or agent of such constituent corporation, or

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is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     Section 7.2 EMPLOYEES AND AGENTS. The board of directors may, by resolution, extend the indemnification provisions of the foregoing section 7.1 to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VIII

Fiscal Year

     Section 8.1 The fiscal year of the corporation shall end on December 31 or on such other date as the board of directors may from time to time determine by resolution.

ARTICLE IX

Dividends

     Section 9.1 The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares of stock in the manner and upon the terms and conditions provided by law and its certificate of incorporation.

ARTICLE X

Seal

     Section 10.1 The corporate seal of the corporation shall be in the form of a circle and shall have the name of the corporation and the words “Corporate Seal, Delaware” written therein or inscribed thereon.

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ARTICLE XI

Waiver of Notice

     Section 11.1 Whenever any notice whatever is required to be given under any provision of these by-laws or of the certificate of incorporation or of the Delaware General Corporation Law, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transactions of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders or directors or of a committee of the board of directors need be specified in any written waiver of notice.

ARTICLE XII

Amendments

     Section 12.1 These by-laws may be altered, amended or repealed and new by-laws may be adopted at any meeting of the board of directors of the corporation by a majority of the whole board of directors then in office, or by the stockholders.

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EX-3.5.1

Exhibit 3.5.1

CERTIFICATE OF INCORPORATION

OF

NPS BIOTHERAPEUTICS, INC.

          FIRST: The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:

NPS BioTherapeutics, Inc.

          SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The aggregate number of all classes of shares which the Corporation shall have the authority to issue is one thousand (1,000) shares of common stock, par value of $0.01 per share (the “Common Stock”).

          FIFTH: The rights, preferences, privileges and restrictions granted or imposed upon the Common Stock are as follows:

          1. Dividends. The holders of the Common Stock shall be entitled to the payment of dividends when and as declared by the board of directors of the Corporation (the “Board”) out of funds legally available therefore and to receive other distributions from the Corporation, including distributions of contributed capital, when and as declared by the Board. Any dividends declared by the Board to the holders of the then outstanding Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.

          2. Liquidation, Dissolution or Winding Up. Subject to the rights of any holders of any class of preferred stock which may from time-to-time come into existence and which are then outstanding, in the event of any liquidation, dissolution or

winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock pro rata, in accordance with the number of shares of Common Stock held by each such holder.

          3. Voting. Each holder of Common Stock shall have full voting rights and powers equal to the voting rights and powers of each other holder of Common Stock and shall be entitled to one (1) vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law, on all matters put to a vote of the stockholders of the Corporation.

          At all times, each holder of Common Stock of the Corporation shall be entitled to one vote for each share of Common Stock held by such stockholder standing in the name of such stockholder on the books of the Corporation.

          SIXTH: The name and address of the Incorporator is as follows:

Eleanor C. Romanelli
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, D.C. 20004

          SEVENTH: In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation subject to any limitations contained therein.

          EIGHTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transactions from which the director derived an improper personal benefit.

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          NINTH: Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

          TENTH: The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the General Corporation Law of the State of Delaware. All rights conferred upon stockholders herein are granted subject to this reservation.

          ELEVENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, by vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by the DGCL and applicable decisional law, with respect to actions for breach of duty to the Corporation, its stockholders, and others.

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     I, THE UNDERSIGNED, being the sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 9^th day of December, 2004.

 

Eleanor C. Romanelli  

Incorporator 

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EX-3.5.2

Exhibit 3.5.2

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
NPS BIOTHERAPEUTICS, INC.

     Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of NPS Biotherapeutics, Inc., a Delaware corporation (the “Corporation”), hereby certifies that:

1. The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST and inserting in lieu thereof a new Article FIRST to read as follows:

FIRST: The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:

Talecris Biotherapeutics, Inc.

2.	The directors of the Corporation, by unanimous written consent approved the foregoing Amendment; and
3.	The sole stockholder of the Corporation, by written consent approved the foregoing Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed and executed in its corporate name by W. Brett Ingersoll, its Vice President and Treasurer on this 24^th day of January, 2005.

By:	/s/ W. Brett Ingersoll
	Name:	W. Brett Ingersoll
	Title:	Vice President and Treasurer

EX-3.5.3

Exhibit 3.5.3

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Talecris Biotherapeutics, Inc.

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST    ” so that, as amended, said Article shall be and read as follows:

FIRST: The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:

Grifols Therapeutics Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 10th day of August, 2011.

By:
	Authorized Officer
	Title:	Executive Vice President, U.S. Operations
	Name:	David I. Bell Print or Type

EX-3.5.4

Exhibit 3.5.4

BYLAWS
OF
TALECRIS BIOTHERAPEUTICS, INC.

ARTICLE I.
OFFICES

          Section 1. The registered office of Talecris Biotherapeutics, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

          Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

          Section 1. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

          Section 2. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

          Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or

represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

          Section 4. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.

          Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

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          Section 6. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

          Section 7. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

          Section 8. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.

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The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

          Section 9. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.
DIRECTORS

          Section 1. The number of directors which shall constitute the whole Board shall be not less than one (1) and not more than nine (9). The exact number of directors shall be determined by resolution of the Board, and the initial number of directors shall be one (1). The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

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          Section 2. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

          Section 3. The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

          Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

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          Section 5. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

          Section 6. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on forty-eight hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors.

          Section 7. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

          Section 8. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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          Section 9. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

          Section 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide,

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no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

          Section 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

          Section 12. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

          Section 13. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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ARTICLE IV.
OFFICERS

          Section 1. The officers of this corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide.

          Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.

          Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

          Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

          Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of

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Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

          Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

          Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

          Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the

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President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

          Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

          He shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

          Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

          Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in

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the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V.
CERTIFICATES OF STOCK

          Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

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          Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

          Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

          Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed

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certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

          Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

          Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person,

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whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI.
GENERAL PROVISIONS

          Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

          Section 2. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

          Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

          Section 4. The fiscal year of the Corporation shall be the calendar year.

          Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal

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may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          Section 6. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

          Section 7. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

          Section 8. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII.
AMENDMENTS

          Section 1. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be

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contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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EX-3.6.1

Exhibit 3.6.1

CERTIFICATE OF INCORPORATION
OF

TALECRIS PLASMA SERVICES, INC.

     I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:

     FIRST. The name of the corporation is TALECRIS PLASMA SERVICES, INC.

     SECOND. The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

     THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH. The total number of shares of stock which the corporation shall have authority to issue is 3,000. All such shares are to be Common Stock, par value of $.01 per share, and are to be of one class.

     FIFTH. The incorporator of the corporation is Elaine Bryant,, whose mailing address is Reed Smith LLP, 599 Lexington Avenue, New York, NY 10022.

     SIXTH. Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

     SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal the by-laws of the corporation.

     EIGHTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

     NINTH. The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

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     TENTH. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the persons who will serve as directors of the corporation until the first annual meeting of stockholders of the corporation, or until their successors are duly elected and qualified, are:

Director:	Address:
Alberto R. Martinez, MD	4101 Research Commons Suite 300 79 T.W. Alexander Drive Research Triangle Park, NC 27709
Lawrence Stern	4101 Research Commons Suite 300 79 T.W. Alexander Drive Research Triangle Park, NC 27709
Mary Kuhn	4101 Research Commons Suite 300 79 T.W. Alexander Drive Research Triangle Park, NC 27709

     The undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is her act and deed on this the 22nd day of August, 2006.

Name:	Elaine Bryant
Incorporator

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EX-3.6.2

Exhibit 3.6.2

CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL

OF

TALECRIS PLASMA SERVICES, INC.

     It is hereby certified that:

     1. The name of the corporation (hereinafter called the “corporation”)is: TALECRIS PLASMA SERVICES, INC.

     2. The corporation has not received any payment for any of its stock.

     3. The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article FIRST the following new Article FIRST:

          “FIRST. The name of the corporation is TALECRIS PLASMA RESOURCES, INC.”

     4. The amendment of the certificate of incorporation of the corporation herein certified was duly adopted, pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, by the unanimous written consent of the directors named in the original certificate of incorporation.

Signed on September 11, 2006

Alberto R. Martinez, M.D.

Director

EX-3.6.3

Exhibit 3.6.3

AMENDED AND RESTATED BYLAWS

OF

TALECRIS PLASMA RESOURCES, INC.

Effective Date: July 19, 2010

AMENDED AND RESTATED BYLAWS OF

TALECRIS PLASMA RESOURCES, INC.

(A Delaware Corporation)

ARTICLE I

OFFICES

     Section 1.01 Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle 19801, and its registered agent at such address is The Corporation Trust Company.

     Section 1.02 Other Offices. The Corporation shall also have and maintain a principal executive office or a principal place of business, at such place as may be fixed by the Board of Directors, and may also have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

CORPORATE SEAL

     The Corporate Seal, if adopted by the Board of Directors, shall consist of a die bearing the name of the Corporation and the inscription, “CORPORATE SEAL — 2006 — Delaware.” Said Seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS’ MEETINGS

     Section 3.01 Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, the Board of Directors may in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the General Corporation Laws of Delaware.

     Section 3.02 Annual Meetings.

     (a) The annual meeting of the stockholders of the Corporation, for the purpose of election of Directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

     (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual

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meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) calendar days in advance of the date the Corporation’s notice of meeting was given to Shareholders, or the Corporation’s proxy statement was released to stockholders, as applicable, in connection with the previous year’s annual meeting of stockholders; provided, however, that in the event that no annual meeting for the current year was held in the previous year or the date of the annual meeting for the current year has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s notice of meeting or proxy statement, as applicable, notice by the stockholder to be timely must be so received a reasonable time before the notice is delivered or the solicitation is made, as applicable. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the Securities and Exchange Act of 1934, as amended. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The Chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

     (c) Only persons who are nominated in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote in the election of Directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in accordance with the provisions of paragraph (b) of this Section 3.02. Such stockholder’s notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a Director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to

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which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in a proxy statement, if any, as a nominee and to serving as a Director if elected); and CU) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 3.02. At the request of the Board of Directors, any person nominated by a stockholder for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting and the defective nomination shall be disregarded.

     Section 3.03 Special Meetings.

     (a) Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) the President, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized Directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) or (iv) by the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as they or he shall fix; provided, however, that following registration of any of the classes of equity securities of the Corporation pursuant to the provisions of the Securities Exchange Act of 1934, as amended, special meetings of the stockholders may only be called by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized Directors,

     (a) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by facsimile or electronic mail transmission to the Chairman of the Board, the President, any Vice President, or the Secretary of the Corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Section 3.04 of these Bylaws. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

     Section 3.04 Notice of Meetings. Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and

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purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his, her or its attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

     Section 3.05 Quorum. At all meetings of stockholders, except where otherwise provided by statute, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Any shares, the voting of which at said meeting has been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at such meeting. In the absence of a quorum any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the Corporation; provided, however, that Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority (plurality, in the case of the election of Directors) of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

     Section 3.06 Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares represented thereat. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 3.07 Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the Corporation on the record date, as provided in Section 7.04 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Except as may be otherwise provided in the Certificate of Incorporation or these Bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

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Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary at or before the meeting at which it is to be used. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period. All elections of Directors shall be by written ballot, unless otherwise provided in the Certificate of Incorporation.

     Section 3.08 Beneficial Owners of Stock.

     (a) If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection (c) shall be a majority or even-split in interest.

     (b) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon.

     Section 3.09 List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     Section 3.10 Action Without Meeting.

     (a) Any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to

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authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

     (b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

     (c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

     (d) Notwithstanding the foregoing, no such action by written consent maybe taken following the effectiveness of the registration of any class of securities of the Corporation under the Securities Exchange Act of 1934, as amended.

     Section 3.11 Organization.

     (a) At every meeting of stockholders, the President, or, if the President is absent, the most senior Vice President present, or in the absence of any such officer, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

     (b) The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including without limitation establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of

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Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

     Section 4.01 Number and Term of Office. The Board of Directors shall consist of not less than one (1) and not more than five (5) members, the number thereof to be determined from time to time by resolution of the Board of Directors. The number of initial directors of the Corporation is fixed at three (3). The number of authorized Directors may be modified from time to time by amendment of this Section 4.01 in accordance with the provisions of Article XIII hereof. Except as provided in Section 4.03, the Directors shall be elected by the stockholders at their annual meeting in each year and shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause the Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director’s term of office expires, unless such removal is made pursuant to the provisions of Section 4.05 hereof.

     Section 4.02 Powers. The powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

     Section 4.03 Vacancies. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 4.03 in the case of the death, removal or resignation of any Director, or if the stockholders fail at any meeting of stockholders at which Directors are to be elected (including any meeting referred to in Section 4.05 below) to elect the number of Directors then constituting the whole Board of Directors.

     Section 4.04 Resignation. Any Director may resign at any time by delivering his or her written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

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     Section 4.05 Removal. At a special meeting of stockholders called for the purpose in the manner hereinabove provided, subject to any limitations imposed by law or the Certificate of Incorporation, the Board of Directors, or any individual Director, may be removed from office, with or without cause, and a new Director or Directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of Directors.

     Section 4.06 Meetings.

     (a) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

     (b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in any office of the Corporation maintained pursuant to Section 1.02 hereof. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any place within or without the State of Delaware which has been determined by the Board of Directors.

     (c) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at anytime and place within or without the State of Delaware whenever called by the Chairman, the President or a majority of the total number of authorized Directors.

     (d) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

     (e) Notice of Meetings. Written notice of the time and place of all special meetings, of the Board of Directors shall be given at least twenty-four (24) hours before the time of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

     (f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any written waiver of notice or consent unless so required by the Certificate of Incorporation or these Bylaws. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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     Section 4.07 Quorum and Voting.

     (a) Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Article XI hereof, for which a quorum shall be one-third of the exact number of Directors fixed from time to time in accordance with Section 4.01 hereof, but not less than one (1), a quorum of the Board of Directors shall consist of a majority of the exact number of Directors fixed from time to time in accordance with Section 4.01 of these Bylaws, but not less than one (l); provided, however, at any meeting whether a quorum be present or otherwise, a majority of the Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

     (b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by a vote of a majority of the Directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

     Section 4.08 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

     Section 4.09 Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

     Section 4.10 Committees.

     (a) Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and specifically granted by the Board of Directors, shall have and may exercise when the Board of Directors is not in session all powers of the Board of Directors in the management of the business and affairs of the Corporation, including without limitation the power and authority to declare a dividend or to authorize the issuance of stock, except such committee shall not have the power or authority to amend the Certificate of Incorporation, to adopt an agreement of merger or consolidation, to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, to recommend to the stockholders of the Corporation a dissolution of the Corporation or a revocation of a dissolution or to amend these Bylaws.

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     (b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

     (c) Term. The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointed such committee. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Section 4.10, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his or her death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

     (d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 4.10 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any Director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

     Section 4.11 Organization. At every meeting of the Directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the Directors present, shall preside over the

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meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

     Section 5.01 Officers Designated. The officers of the Corporation shall be the President, the Secretary and the Chief Financial Officer or Treasurer, and may also include a Chairman of the Board of Directors and one or more Vice Presidents, all of whom shall be elected, to the extent applicable, at the annual meeting of the Board of Directors. The order of the seniority of the Vice Presidents shall be in the order of their nomination, unless otherwise determined by the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Anyone person may hold any number of offices of the Corporation at anyone time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

     Section 5.02 Tenure and Duties of Officers.

     (a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

     (b) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

     (c) Duties of President. The President shall preside at all meetings of the stockholders and unless the Chairman of the Board of Directors has been appointed and is present, at all meetings of the Board of Directors. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

     (d) Duties of Vice Presidents. The Vice Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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     (e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him or her in these Bylaws and other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     (f) Duties of Chief Financial Officer or Treasurer. The Chief Financial Officer or Treasurer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer or Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer or Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any Assistant Treasurer to assume and perform the duties of the Chief Financial Officer or Treasurer in the absence or disability of the Chief Financial Officer or Treasurer, and each Assistant Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     Section 5.03 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

     Section 5.04 Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.

     Section 5.05 Removal. Any officer may be removed from office at any time, either with or without cause, by the vote or written consent of a majority of the Directors in office at the time or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

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ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

     Section 6.01 Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name, without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation.

     Unless otherwise specifically determined by the Board of Directors or otherwise required by law; promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation shall be executed, signed or endorsed by the Chairman of the Board of Directors or the President or any Vice President and by the Secretary or Chief Financial Officer or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

     All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

     Unless authorized or ratified by the Board of Directors or within the agency power of an officer; no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     Section 6.02 Voting of Securities Owned by the Corporation. All stock and other securities of other Corporations owned or held by the Corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board of Directors, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

     Section 7.01 Form and Execution of Certificates. Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation. Where such certificate is countersigned by a transfer agent other than the

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Corporation or its employee or by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the designations, preferences, limitations, restrictions on transfer and relative rights of the shares authorized to be issued.

     Section 7.02 Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The Corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the Corporation surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

     Section 7.03 Transfers.

     (a) Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for alike number of shares.

     (b) The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

     Section 7.04 Fixing Record Dates.

     (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a

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record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal executive office, principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     (c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     Section 7.05 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share at shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

     All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 7.01), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security,

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authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE IX

DIVIDENDS

     Section 9.01 Declaration of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

     Section 9.02 Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

     Section 11.01 Directors. The Corporation shall indemnify its Directors to the fullest extent not prohibited by the Delaware General Corporation Law; provided, however, that the Corporation shall not be required to indemnify any Director in connection with any proceeding (or part thereof) initiated by such person or any proceeding by such person against the Corporation or its Directors, officers, employees or other agents unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Delaware General Corporation Law.

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     Section 11.02 Officers, Employees and Other Agents. The Corporation shall have power to indemnify its officers, employees and other agents as set forth in the Delaware General Corporation Law.

     Section 11.03 Good Faith.

     (a) For purposes of any determination under this Bylaw, a Director or executive officer shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, to have had no reasonable cause to believe that his conduct was unlawful, if his action is based on information, opinions, reports and statements, including financial statements and other financial data, in each case prepared or presented by:

     (i) one or more officers or employees of the Corporation whom the Director or executive officer believed to be reliable and competent in the matters presented; or

     (ii) counsel, independent accountants or other persons as to matters which the Director or executive officer believed to be within such person’s professional competence; or

     (iii) with respect to a Director, a Committee of the Board upon which such Director does not serve, as to matters within such Committee’s designated authority, which Committee the Director believes to merit confidence; so long as, in each case, the Director or executive officer acts without knowledge that would cause such reliance to be unwarranted.

     (b) The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, that he had reasonable cause to believe that his conduct was unlawful.

     (c) The provisions of this Section 11.03 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth by the Delaware General Corporation Law.

     Section 11.04 Expenses. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by any Director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

     Section 11.05 Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to Directors and executive officers under this Article XI shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director or executive officer. Any right to indemnification or advances granted by this Article XI to a Director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent

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jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. The Corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

     Section 11.06 Non-Exclusivity of Rights. The rights conferred on any person by this Article XI shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Delaware General Corporation Law.

     Section 11.07 Survival of Rights. The rights conferred on any person by this Article XI shall continue as to a person who has ceased to be a Director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     Section 11.08 Insurance. To the fullest extent permitted by the Delaware General Corporation Law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article XI.

     Section 11.09 Amendments. Any repeal or modification of any provision of this Article XI shall only be prospective and shall not affect the rights under this Article XI in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

     Section 11.10 Saving Clause. If this Article XI or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director and executive officer to the full extent not prohibited by any applicable portion of this Article XI that shall not have been invalidated, or by any other applicable law.

     Section 11.11 Certain Definitions. For the purposes of this Article XI, the following definitions shall apply:

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     (a) The term “proceeding” shall be broadly construed and shall include without limitation the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

     (b) The term “expenses” shall be broadly construed and shall include without limitation court costs, attorneys’ fees and expenses, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

     (c) The term the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XI with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation if its separate existence had continued.

     (d) References to a “director,” “officer,” “employee,” or “agent” of the Corporation shall include without limitation situations where such person is serving at the request of the Corporation as a director, officer, employee, trustee or agent of another Corporation, partnership, joint venture, trust or other enterprise.

     (e) References to “other enterprises” shall include employee benefit plans, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article XI.

ARTICLE XII

NOTICES

     Section 12.01 Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States or Canadian mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent.

     Section 12.02 Notice to Directors. Any notice required to be given to any Director may be given by the method stated in Section 12.01, or by facsimile or electronic mail, except that such notice other than one which is delivered personally shall be sent to such address as such

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Director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such Director.

     Section 12.03 Address Unknown. If no address of a stockholder or Director be known, notice may be sent to the office of the Corporation required to be maintained pursuant to Section 1.02 hereof.

     Section 12.04 Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or Director or Directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained.

     Section 12.05 Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as of the time of mailing and all notices given by facsimile or electronic mail shall be deemed to have been given as of the sending time recorded at time of transmission.

     Section 12.06 Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all Directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

     Section 12.07 Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any Director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such Director to receive such notice.

     Section 12.08 Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given under any provision of law or of the Certificate of Incorporation or Bylaws of the Corporation to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

     Section 12.09 Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws of the Corporation, to any stockholder to whom (a) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such

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person during the period between such two consecutive annual meetings, or (b) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve month period, have been mailed addressed to such person at his address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this Section 12.09.

ARTICLE XIII

AMENDMENTS

     Except as otherwise set forth in Section 11.09 of these Bylaws, these Bylaws may be amended or repealed and new Bylaws adopted by the stockholders entitled to vote. The Board of Directors shall also have the power, if such power is conferred upon the Board of Directors by the Certificate of Incorporation, to adopt, amend or repeal Bylaws (including without limitation the amendment of any Bylaw setting forth the number of Directors who shall constitute the whole Board of Directors).

* * * * * * * *

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EX-3.7.1

Exhibit 3.7.1

Información Mercantil interactiva de los Registros Mercantiles de España

REGISTRO MERCANTIL DE BARCELONA

Expedida el día: 19/05/2011 a las 08:44 horas.

ESTATUTOS

DATOS GENERALES

Denominación:	INSTITUTO GRIFOLS SA
Inicio de Operaciones:	21/09/1987
Domicilio Social:	POLIG.LEVANTE C/CAN GUASCH S/N PARETS
Duración:	INDEFINIDA
C.I.F.:	A58419326
Datos Registrales:	Hoja B-110367 Tomo 41752 Folio 56

Objeto Social: LA PRACTICA DE INVESTIGACIONES CLINICAS Y BIOLOGICAS Y LA PREPARACION DE REACTIVOS Y PRODUCTOS TERAPEUTICOS Y DIETETICOS ASIMISMO PODRA DEDICARSE A LAS DEMAS ESPECIALIDADES FARMACEUTICAS. AMPLIAR A: LA PRESTACION DE SERVICIOS MEDICOS Y SANITARIOS DE TODO TIPO EN O PARA HOSPITALES, CLINICAS, SANATORIOS, CONSULTORIOS, BALNEARIOS ASI COMO CUALESQUIERA OTROS CENTROS MEDICOS O TERAPEUTICOS.ETC... LA PRACTICA DE INVESTIGACIONES CLINICAS Y B I O L O G I C A S , L A P R E P A R A C I O N Y F A B R I C A C I O N D E H E M O D E R I V A D O S , R E A C T I V A S , P R O D U C T O S TERAPEUTICOS, DEITETICOS Y ESPECIALIDADES FARMACEUTICAS. LA PRESTACION DE SERVICIOS SANITARIOS...

Estructura del órgano: Consejo de Administracion

Último depósito contable: 2009

ASIENTOS DE PRESENTACION VIGENTES

No existen asientos de presentación vigentes

SITUACIONES ESPECIALES

No existen situaciones especiales

ESTATUTOS

ESTATUTOS TITULO I DENOMINACION, OBJETO, DOMICILIO Y DURACION ARTICULO 1º.- La Compañia denominada INSTITUTO GRIFOLS, S.A., es de naturaleza mercantil, forma de anónima, nacionalidad española y se rige por los presentes Estatutos y en cuanto en ellos noestuviere dispuesto o sea de aplicación preceptiva, por el Texto Refundido de la Ley de Sociedades Anónimas. de 22 de Diciembre de 1989, Código de Comercio y demás disposiciones vigentes de aplicación. “Articulo 2”.- La Sociedad tiene por objeto: 1. La práctica de investigaciones clínicas y biológicas, la preparación y fabricación de hemoderivados, reactivas, productos terapéuticos, dietéticos y especialidades farmacéuticas. 2. La prestación de servicios sanitarios de todo tipo en o para hospitales, clínicas, sanatorios, consultorios, balnearios así como cualesquiera otros centros médicos o terapéuticos 3. La prestación de servicios de transformación de plasma sanguíneo, proveniente de las donaciones realizadas a Bancos de Sangre o a otros Centros de Transfusión Sanguínea, en productos hemoderivados, así como la realización de actividades de distribución de los productos Hemoderivados transformados a sus lugares de origen, y 4. La realización de las demás especialidades farmacéuticas. Quedan excluidas del objeto social, todas aquellas actividades para cuyo ejercicio la ley exija requisitos especiales que no queden cumplidos por esta Sociedad. Tales actividades podrán ser realizadas por la Sociedad, ya directamente, ya indirectamente, mediante la titularidad de acciones o participaciones en sociedades de objeto análogo o mediante cualesquiera otras formas admitidas en Derecho.” Articulo 3.- La Sociedad establece su domicilio en Polígono Levante, Calle Can Guasch, s/n, 08150 Parets del Vallés (Barcelona), pudiendo acordar su traslado dentro del mismo término municipal, establecer sucursales, oficinas o agencias en cualquier lugar del España o del extranjero, por acuerdo del Consejo de Administracion. Articulo 4.- La duración de la Sociedad será por tiempo indefinido, inició sus operaciones el día 21 de septiembre de 1987. Artículo 5.- El ejercicio social empezará el día primero de enero y terminará el día 31 de diciembre de cada año, por excepción el ejercicio que terminará el 31 de Diciembre de 1997, se ha iniciado el día 1 de agosto de 1997. TITULO II CAPITAL SOCIAL Y ACCIONES Articulo 6.- El capital social se fija en la suma 1.537.989,05 euros representado por 51.181 acciones nominativas de valor nominal 30,05 euros cada una, numeradas correlativamente del 1 a la 51.181 ambas inclusive. Las acciones estarán representadas por medio de titulos, se extenderán de libros talonarios, podrán incorporar una o más acciones de la misma serie y contendrán todas las circunstancias legales previstas en el artículo 53 de la Ley de Sociedades Anónimas. Las acciones están suscritas y desembolsadas en su totalidad. La sociedad llevará un Libro Registro de Acciones en el que se anotarán las sucesivas transferencias de las acciones. Articulo 7.- Las acciones son indivisibles con respecto a la Sociedad, de modo que ésta no reconocerá más que a un solo propietario por cada acción. Los co-propietarios de una acción deberán hacerse representar ante la Sociedad por una sola persona, sinperjuicio de responder todos solidariamente de cuántas obligaciones se deriven de la propiedad de la acción. TITULO III DERECHOS Y OBLIGACIONES DE LOS SOCIOS Artículo 8.- La adquisición de una o más acciones presupone la conformidad y aceptación de los presentes Estatutos, y el estado o condición de accionista implica, in excepción, no solamente la aceptaciónde los presentes Estatutos sino la conformidad con los acuerdos de la Junta General de Accionistas, con las decisiones del consejo de Administración, el cumplimiento de todas las demás obligaciones resultantes de la escritura de constitución o la aplicación o interpretación de los presentes Estatutos, dejando a salvo, no obstante, los derechos y acciones que la Ley confiere a los accionistas. Artículo 9.- Cada acción confiere a su titular legítimo el estado o condición de accionista con los derechos y obligaciones inherentes a la misma, de acuerdo con los presentes Estatutos y las

disposiciones legales en vigor, y entre ellos: 1.- Participación proporcional en los beneficios de la Sociedad. 2.- Participación proporcional en el patrimonio social que resulte de la liquidación de la Sociedad. 3.- El derecho de preferente suscripción en el caso de emisión de nuevas acciones. 4.- El derecho de asistir y votar en las Juntas Generales. 5.- El derecho de transmitir, dar en prenda, ofrecer en garantía o de cualquier otro modo disponer del título legal o beneficial de sus acciones, conforme a lo dispuesto en los presentes Estatutos. 6.- Los demásconferidos por la Ley. Artículo 10.- Las acciones serán transmisibles por cualquiera de los medios admitidos en Derecho. Ello no obstante, los accionistas y subsidiariamente la Sociedad tendrán derecho preferente para adquirir la totalidad o parte de las acciones que alguno deellos se proponga transmitir por título oneroso inter-vivos a persona que no sea su cónyuge, ascendiente o descendiente a cuyo efecto deberá comunicar a la Administración de la Sociedad el número de las acciones a transmitir, el nombre y circunstanciasdel presunto adquirente y el precio ofrecido. La Administración lo comunicará inmediatamente y a lo más tardar en el plazo de diez días hábiles, a los demás accionistas, quienes tendrán un plazo de treinta días para ejercitar su derechos de adquisiciónpreferente. Si fueren más de uno los solicitantes, las acciones se distribuirán entre ellos proporcionalmente al número de las que ya posean. Caso de resultar exceso no prorrateable, se adjudicará sorteando una por una entre los solicitantes las acciones sobrantes, excluyéndose de los sucesivos sorteos a los ya favorecidos por los anteriores. Si ninguno de los accionistas manifestare dentro de plazo su propósito de adquirir las acciones ofrecidas, o hubiere sobrante, podrá adquirirlas la Sociedad enla forma legalmente establecida, dentro de otros treinta días. Una vez comunicado al accionista enajenante que ni los socios ni la Sociedad están interesados en adquirir las acciones ofrecidas, o transcurridos los citados plazos sin comunicación alguna, podrá aquél transmitir libremente a la persona y por el precio anunciado las. acciones en cuestión, con tal de hacerlo dentro de los dos meses siguientes al día en que haya quedado expedito su derecho. Transcurrido este último plazo sin haberse procedido a la enajenación, deberán repetirse los trámites indicados para intentarla de nuevo. En los casos de transmisión judicial se observarán las mismas formalidades y plazos para que los accionistas y subsidiariamente la sociedad pueda adquirir con preferencia las acciones a contar dichos plazos desde que el adquirente comunique a la Administración de la Sociedad la adjudicación a su favor formalizada. El mismo derecho de adquisición preferente existirá en caso de donación o transmisión “mortis causa” en favor de personas que no sean cónyuge o ascendientes o descendientes en línea recta del accionista, en cuyos casos los herederos, legatarios, donatarios o receptores deberán comunicar a la Administración de la Sociedad su titulo adquisitivo, a partir decuyo momento se observarán los trámites y plazos previstos en los precedentes párrafos. El precio por el cual los accionistas, que ejerciten su derecho de preferencia, o la Sociedad en su caso, podrán adquirir las acciones ofrecidas, será el que corresponda al valor real de las mismas. A falta de acuerdo acerca del valor real, se determinará conforme a lo establecido en el artículo 64 de la Ley de Sociedades Anónimas. La Sociedad no reconocerá como accionista al adquirente de acciones transmitidas sin los anteriores requisitos, ni mientras éste no comunique a aquélla la adquisición ya efectuada. Si un accionista que deseare ejercitar el derecho preferente como consecuencia de una disposición legal que se lo impidiere no pudiese ejercitarlo, podrá designar persona natural o jurídica que se subrogue en su lugar y derecho a los efectos indicados. Sin perjuicio de ello, si la adquisición por un súbdito extranjero requiriese autorización administrativa, éste deberá manifestar en el plazo previsto si estáo no dispuesto a adquirir, y en caso afirmativo , se suspenderán los plazos indicados en este artículo, hasta que recaiga decisión sobre el particular por la autoridad competente entendiéndose denegado si transcurridos doce meses nada se ha sabido al respecto. La iniciación del expediente por el presunto adquirente deberá efectuarse dentro del plazo máximo de un mes a contar desde la contestación afirmativa. A fines de publicidad de lo dispuesto en el presente artículo, en los títulos representativos de las acciones figurará la mención: “La transmisión de esta acción se halla sujeta a las limitaciones establecidas en el artículo 10.- de

los Estatutos Sociales”. TITULO IV REGIMEN Y ADMINISTRACION DE LA SOCIEDAD Artículo 11.- El régimen y administración de la Sociedad corresponderá a: a) La Junta general de accionistas. b) El Consejo de Administración. Ello sin perjuicio de los demás cargos que por disposición estatutaria o imperativos de la Ley puedan nombrarse. CAPITULO PRIMERO: DE LA JUNTA GENERAL. Articulo 12.- La Junta general de accionista legalmente constituida representa a todos los accionistas y sus acuerdos, adoptados de conformidad con estos Estatutos, serán obligatorios para todos los accionistas, incluso los disidentes y los que hayan participado en la votación, dejando a salvo, no obstante, los derechos que la Ley confiere a los accionistas. Artículo 13.- Las Juntas Generales de Accionistas pueden ser ordinarias o Extraordinarias. La Junta General Ordinaria se celebrará dentro de los seis primeros meses de cada ejercicio para censurar la gestión social, aprobar en su caso las cuentas del ejercicio anterior y resolver sobre la distribución de resultados. Toda otra Junta será considerada Extraordinaria. Las Juntas Extraordinarias se reunirán cuando lo estime conveniente el Consejo de Administración de la Sociedad a iniciativa propia o por petición de socios que representen como mínimo un 5% del capital social, expresando en la solicitud los asuntos a tratar en Junta. En este supuesto, deberá convocarse la Junta para celebrarse dentro de los treinta días siguientes a la fecha en que se hubiese requerido notarialmente al Consejo de Administración para convocarla. Artículo 14.- La convocatoria de la Junta, tanto Ordinaria como Extraordinaria, se hará mediante anuncio publicado en el Boletín Oficial del Registro Mercantil, así, como en uno de los diarios de mayor circulación en la provincia del domicilio social. El anuncio se publicará por lo menos con quince días de antelación a la fecha fijada para la celebración, salvo en los casos de fusión y escisión en que la antelación deberá ser de un mes como mínimo. El anuncio deberá indicar si la Junta es Ordinaria o Extraordinaria y expresará la fecha de reunión en primera convocatoria y todos los asuntos que han de tratarse. Igualmente señalará la fecha en que, si procediere, se reunirá la Junta en segunda convocatoria, debiendo mediar, por lo menos, un plazo de veinticuatro horas entre la primera y la segunda reunión. Las convocatorias a las Juntas, tanto Ordinarias como Extraordinarias, se harán además individualmente a cada accionista por carta certificada si residen en España, y carta certificada por correo aéreo si residen en el extranjero, con una antelación mínima de quince días a la fecha prevista para su celebración. Artículo 15.- La Junta General de Accionistas, tanto Ordinaria como Extraordinaria, quedará constituida válidamente en primera convocatoria cuando los accionistas presentes o representados posean, al menos, el 25% del capital suscrito con derecho de voto. En segunda convocatoria, será válida la constitución de la Junta cualquiera que sea el capital concurrente a la misma. No obstante ello, para que la Junta General ordinaria o Extraordinaria pueda acordar válidamente la emisión de obligaciones, el aumento o reducción de capital, la transformación, fusión o escisión de la Sociedad y, en general, cualquier modificación de los Estatutos Sociales, será necesaria, en primera convocatoria, la concurrencia de accionistas presentes o representados que posean,al menos, el 50% del capital suscrito con derecho a voto. En segunda convocatoria será suficiente la concurrencia del 25% de dicho capital. No obstante lo dispuesto en los párrafos anteriores, la Junta se entenderá convocada y quedará válidamente constituida para tratar de cualquier asunto, siempre que esté presente todo el capital social y los asistentes acepten por unanimidad la celebración de la Junta. Artículo 16.- Para asistir a las Juntas Generales es indispensable tener las acciones inscritas en el Libro-Registro de Acciones, con cinco días de antelación a aquel en que deba celebrarse la Junta. Todo accionista que tenga derecho de asistencia conforme al párrafo anterior podrá ser representado en la Junta por medio de otra persona, aunque no sea accionista, por medio de autorización escrita firmada por el accionista ausente, en la que se especifique para qué Junta se otorga. Articulo 17.- Cada acción da derecho a un voto, y los acuerdos de la Junta se adoptarán por mayoría de votos entre los presentes y representados, salvo los casos en los que la Ley prevé una votación favorable superior. Artículo 18.- Las Juntas Generales se celebrarán en el domicilio social en la fecha y hora señaladas en la

convocatoria. Las Juntas serán presididas por el Presidente del Consejo de Administración o por el Consejero que válidamente lo sustituya, y en su defecto, por el asistente que al efecto designen los accionistas. El Presidente estará asistido por un Secretario que será también el del propio Consejo. En defecto de Secretario del Consejo, desempeñará tal función el asistente a la Junta que a este efecto designen los accionistas. El Presidente dirigirá las discusiones pudiendo resolver las cuestiones de procedimiento que surjan. Antes de entrar en el orden del día se formará la lista de asistentes, expresando el carácter o representación de cada unoy el número de acciones propias y ajenas con que concurran. Las deliberaciones y acuerdos de las Juntas se harán constar en acta sentada en el correspondiente libro, debiéndose aprobar las de cada sesión en la forma legalmente prevista. Las certificaciones de tales actas serán extendidas por el Secretario y llevarán el visto bueno del Presidente. Artículo 19º.- Los acuerdos válidamente adoptados por las Juntas Generales serán desde su aprobación ejecutivos de acuerdo con lo previsto en el artículo 113 de la Ley de Sociedades Anónimas y obligatorios para todos los accionistas, incluso para los ausentes o disidentes y salvas las acciones de impugnación y separación, en su caso, que la Ley concede a los accionistas. CAPITULO SEGUNDO: DE LA ADMINISTRACION SOCIAL Artículo 20º.- La Administración y representación legal de la sociedad estará a cargo de un Consejo de Administración, integrado por tres Consejeros, como mínimo y diez como máximo. Los Consejeros serán nombrados y separados libremente por la Junta General y ejercerán el cargo por el plazo de cinco años pudiendo ser reelegidos un o más veces por periodos de igual duración máxima. La Junta General de Accionistas determinará la cuantía de la retribución, la cual vendrá constituida en una participación en las ganancias de la Sociedad que será como máximo el 10% de aquellas, respetando lo que ordena el artículo 130 de la Ley de Sociedades Anónimas. Artículo 21.- El Consejo de Administración quedara válidamente constituido cuando concurran a la reunión, presentes o representados, la mayoria absoluta de sus miembros. Los acuerdos se adoptarán por mayoría absoluta de los Consejeros concurrentes a la sesión salvo en aquellos casos que se requieran otros quorums especiales- que deberá ser convocada por el Presidente o por quien haga sus veces. Las discusiones y acuerdos del Consejo se llevarán a un libro de actas, que serán firmadas por el Presidente y el Secretario. Articulo 22.- El Consejo de Administración ostentará la representación de la Sociedad, en juicio y fuera de él, en cuántos asuntos afecten al giro y tráfico de la Sociedad. A título simplemente enunciativo, no limitativo, se relacionan como facultades del Consejo de Administración de la Sociedad, las siguientes: a) Administrar los bienes de la Sociedad de cualquier clase; iniciar, proseguir y terminar toda clase de expedientes ante cualquier persona o entidad, el Estado, las Comunidades Autónomas, lasOrganizaciones ,autónomas, la Provincia y el Municipio. b) Cobrar y pagar cuantas cantidades acredite o deba la Sociedad por cualquier titulo o causa, incluso hacer efectivos libramientos del Estado, Entes Autonómicos, la Provincia y el municipio en cualquiera de sus dependencias, incluso delegaciones de Hacienda, firmando los recibos y demás documentos que se exijan. c) Representar a la Sociedad en toda clase de contratos y operaciones, con facultades expresas para arrendar, comprar, vender, permutar, ceder y en cualquier otra forma adquirir y enajenar bienes muebles e inmuebles; practicar agrupaciones y segregaciones de fincas; describir restos; formalizar declaraciones de obras; constituir inmuebles en régimen de propiedad horizontal y, en general, realizar en relación con dichos bienes, toda clase de actos y contratos de administración y dominio. d) Tomar dinero a préstamo de cualquier persona o entidad, incluso del Banco Hipotecario de España, Banco de Crédito a la Construcción, Cajas de Ahorroo entidades similares, constituyendo en garantía del capital y responsabilidades accesorias que libremente concierte, hipoteca sobre los bienes muebles e inmuebles de la Sociedad. Cancelar hipotecas y otros gravámenes constituidos a favor de la Sociedad.e) Librar, endosar, negociar, aceptar, cobrar, pagar y protestar letras de cambio, cheques y demás documentos de crédito y giro; abrir, seguir y cancelar cuantas corrientes de efectivo o de crédito, con o sin garantía de efectos y otros bienes; constituir, cancelar y retirar fianzas provisionales y definitivas, así como

depósitos y avales de cualquier clase. Todo ello en cualquier Banco, Caja de Ahorros o entidades análogas, incluso el Banco de España y sus sucursales. f) Contratar y despedir personal, fijando sus sueldos y demás emolumentos; formular expedientes de sanciones laborales ante los Juzgados de lo Social, con facultad para absolver posiciones en juicio. g) Tomar parte en cualquier clase de subastas y concursos que se convoquen por particulares u Organismos y dependencias del Estado, de los Entes Autonómicos, la Provincia o el municipio y cualesquiera otros. h) Resolver, transigir, comprometer, iniciar, seguir y terminar cuántos expedientes, asuntos o gestiones interesen a la Sociedad yejercer las acciones de toda índole que a ella correspondan. i) Conferir y revocar poderes de cualquier clase, incluso para litigar y pleitear, con las facultades ordinarias y extraordinarias que tenga a bien, así como recurrir en casación, sin limitación alguna. j) Otorgar y firmar para cuanto antecede los documentos públicos y privados necesarios o convenientes, pactando en ellos todo género de cláusulas, sin limitación alguna. Artículo 23.- El Consejo de Administración podrá conceder a favor de uno o varios de sus miembros, o de personas ajenas al mismo, todas o parte de las facultades relacionadas en el artículo anterior, facultándoles para utilizar la denominación de Consejero-Delegado, Gerente, Apoderado u otra más apropiada. Asimismo podrá revocar en cualquier momento tales delegaciones. TITULO V DE LAS CUENTAS ANUALES Y APLICACION DE RESULTADOS Artículo 24.- El Consejo de Administración deberá formular en el plazo máximo de tres meses contados a partir del cierre del ejercicio social, las cuentas anuales, es decir, el Balance, la Cuentade Pérdidas y Ganacias y la Memoria, así como el informe de gestión y la propuesta de aplicación de resultados, correspondientes a dicho ejercicio social, con los requisitos establecidos por la Ley. Las cuentas anuales y el informe de gestión deberán ser revisados por los Auditores de Cuentas, salvo en el caso de que la Sociedad pueda presentar balance abreviado, según lo previsto en la Ley de Sociedades Anónimas, y se someterán, a examen de los accionistas, y a la consideración y aprobación, en su caso, de la Junta General Ordinaria, con los requisitos establecidos en la Ley de Sociedades Anónimas. TITULO VI TRANSFORMACION, FUSION, ESCISION DISOLUCION Y LIQUIDACION DE LA SOCIEDAD. Artículo 25.- La Junta General Extraordinaria de Accionistas convocada a tal fin, podrá acordar y llevar a cabo la transformación, fusión y escisión de la Sociedad, observándose en todo momento cuánto disponen al respecto la Ley de Sociedades Anónimas y los presentes Estatutos. Articulo 26.- La Sociedad podrá disolverse previo acuerdo de la Junta General de Accionistas y por cualquiera de las causas establecidas en el articulo 260 de la Ley de Sociedades Anónimas. Artículo 27.- Acordada la disolución, la liquidación se llevará a cabo, en su caso, conforme a lo dispuesto en la Ley de Sociedades Anónimas. A tal fin, la Junta General de Accionistas nombrará uno o más liquidadores, en número impar, y les conferirá eloportuno mandato. Artículo 28.-Terminada la liquidación, el liquidador o liquidadores prepararán el Balance final y determinarán el valor de los bienes sociales y la cuota de liquidación que corresponda a cada acción. DISPOSICIONES GENERALES. Artículo 29.- 1- Cualquier cuestión para la interpretación y aplicación de los presentes Estatutos Sociales que lo precise, salvo aquellas reguladas por la Ley de Sociedades Anónimas, será dirimida por arbitraje de equidad, conforme la Ley 36/1988, de 5 de diciembre. 2. No podrán ocupar cargos en la Sociedad, ni ejercerlos, las personas declaradas incompatibles por cualquier precepto, en especial por la. Ley 25/1983 de 26 de diciembre, modificada por la Ley 9/1991 de 22 de marzo.

EX-3.7.2

Exhibit 3.7.2

Interactive Commercial Information from the Registries of Commerce of Spain

REGISTRY OF COMMERCE OF BARCELONA
Issued on: 05/19/2011 at 8:44 a.m.

BYLAWS

GENERAL DATA

Name:	INSTITUTO GRIFOLS SA
Start of Operations:	09/21/1987
Corporate Address:	POLIG. LEVANTE C/CAN GUASCH S/N
	PARETS
Duration:	INDEFINITE
C.I.F. [Tax Identification Code]:	A58419326
Registry Information:	Sheet B-110367
	Volume 41752
	Page 56

Corporate Purpose: THE PERFORMANCE OF CLINICAL AND BIOLOGICAL RESEARCH AND THE PREPARATION OF REAGENTS AND THERAPEUTIC AND DIETARY PRODUCTS; MOREOVER, IT MAY ENGAGE IN OTHER PHARMACEUTICAL SPECIALTIES. EXPAND TO: THE PROVISION OF MEDICAL AND HEALTH SERVICES OF ANY KIND IN OR FOR HOSPITALS, CLINICS, SANATORIUMS, DOCTOR’S OFFICES, HEALTH RESORTS AS WELL AS ANY OTHER MEDICAL OR THERAPEUTIC CENTERS. ETC. THE PERFORMANCE OF CLINICAL AND BIOLOGICAL RESEARCH, THE PREPARATION AND MANUFACTURE OF BLOOD PRODUCTS, REAGENTS, THERAPEUTIC AND DIETARY PRODUCTS AND PHARMACEUTICAL SPECIALTIES. THE PROVISION OF HEALTH SERVICES...

Structure of the governing body: Board of Directors

Last accounts deposited: 2009

VALID TITLE REGISTRATION REQUESTS

There are no valid title registration requests

SPECIAL SITUATIONS

There are no special situations

BYLAWS

BYLAWS. TITLE I. NAME, PURPOSE, ADDRESS AND DURATION. ARTICLE 1.- The Company called INSTITUTO GRIFOLS, S.A., is a commercial company, established as a corporation, under Spanish law and it is governed by these Bylaws and, in all matters not covered herein or in all mandatory matters, by the Consolidated Text of the Corporations Act of December 22, 1989, the Commercial Code and other applicable current provisions. Article 2.- The Company’s purpose is: 1. The performance of clinical and biological research, the preparation and manufacture of blood products, reagents, therapeutic and dietary products and pharmaceutical specialties. 2. The provision of health services of any kind in or for hospitals, clinics, sanatoriums, doctor’s offices, health resorts as well as any other medical or therapeutic centers. 3. The provision of services to transform blood plasma, from the donations made to Blood Banks or other Blood Transfusion Centers, into blood products, as well as the performance of activities for the distribution of the transformed Blood products to their places of origin, and 4. The performance of other pharmaceutical specialties. All those activities for which the law requires special requirements which are not met by this Company are excluded from the corporate purpose. Such activities may be carried out by the Company, either directly or indirectly, through ownership of shares or participations in companies with similar purposes or using any other method allowed by law. Article 3.- The Company establishes its corporate offices in Polígono Levante, Calle Can Guasch s/n, 08150 Parets del Vallés (Barcelona), and may decide to relocate within the same town, establish branches, offices or agencies anywhere in Spain or abroad, by agreement of the Board of Directors. Article 4.- The duration of the Company is indefinite; it began operations on September 21, 1987. Article 5.- The fiscal year begins on the first day of January and ends on December 31st of each year, with the exception of the year ending on December 31, 1997, which began on August 1, 1997. TITLE II. SHARE CAPITAL AND SHARES. Article 6.- The share capital is set at 1,537,989.05 Euros, represented by 51,181 registered shares, each with a nominal value of 30.05 Euros, numbered consecutively from 1 to 51,181, both included. The shares will be represented by a certificate, share books will be issued; they may incorporate one or more shares of the same series and will contain all the legal provisions of Article 53 of the Corporations Act. The shares are subscribed and paid in full. The company shall keep a Shares Registry Book in which the successive transfers of shares will be recorded. Article 7.- The Company considers the shares to be indivisible, so it will only recognize one owner per share. The co-owners of any share must be represented before the Company by a single person, notwithstanding the fact they will be severally and jointly liable for all liabilities arising from ownership of the share. TITLE III. RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERS. Article 8.- The acquisition of one or more shares implies agreement with and acceptance of these Bylaws, and being a shareholder implies, without exception, not only the acceptance of these Bylaws, but also compliance with the agreements of the General Shareholders Assembly, with the decisions of the Board of Directors, and compliance with all other obligations arising from the deed of incorporation or the application or interpretation of these Bylaws, notwithstanding, however, the rights and remedies the Law grants to shareholders. Article 9.- Each share grants its legitimate holder the status or condition of being a shareholder with the rights and obligations inherent thereto, in accordance with these Bylaws and the legal dispositions in force, and

among them: 1.- Proportionate share in the Company’s profits. 2.- Proportionate share in the Company’s assets resulting from the Company’s liquidation. 3.- The right of first refusal in the event of new share issues. 4.- The right to attend and vote in the General Assemblies. 5.- The right to transfer, pledge, offer as collateral or otherwise dispose of the legal or beneficial ownership of their shares, as provided in these Bylaws. 6.- All others conferred by the Law. Article 10.- The shares may be transferred by any means permitted by Law. Nevertheless, the shareholders and alternatively the Company will have the right of first refusal to acquire all or part of the shares that any shareholder wishes to dispose of inter vivos for consideration to any person other than their spouse, progenitors or progeny to which end they must notify the Company’s Directors as to the numbers of the shares to be transferred, the name and details of the alleged purchaser and the price offered. The Board of Directors shall notify this immediately, within a maximum of ten working days, to the other shareholders, who shall have a period of thirty days to exercise their rights of first refusal. If there were more than one applicant, the shares will be distributed among them in proportion to the number of shares they already hold. In the event there is a surplus which cannot be apportioned, it will be awarded by raffling the remaining shares one by one among the applicants, excluding from the successive draws those shareholders which have been awarded a share in the previous draws. If none of the shareholders stated their intent to acquire the offered shares, or there is a surplus, the Company may acquire them in the legally established manner, within another thirty days. After notifying the selling shareholder that neither the shareholders nor the Company are interested in purchasing the offered shares, or after the aforementioned periods have expired without any notification, the former may freely transfer the shares in question to the mentioned person at the mentioned price, provided they do so within two months following the day on which their right was confirmed. After this period has elapsed without the transfer taking place, the aforementioned formalities must be repeated to try the sale again. In cases of judicial transmission, the same formalities and deadlines will be followed so that the shareholders and alternatively the company can have the right of first refusal for the shares, with said deadlines starting to count as of the time the person who acquired the shares notifies the Company’s Directors of the award formalized in their favor. The same right of first refusal will exist in case of a donation or “causa mortis” transfer in favor of persons other than the spouse or the shareholder’s direct progenitors or progeny, in which case the heirs, legatees, grantees or recipients must notify the Company’s Directors of the acquisition, at which point the procedures and deadlines foreseen in the preceding paragraphs shall apply. The price at which the shareholders, who exercise their right of first refusal, or the Company in its case, may acquire the offered shares, shall be the actual value thereof. In event of a lack of agreement about the real value, it will be determined pursuant to Article 64 of the Corporations Act. The Company will not recognize anyone as a shareholder if they acquired the shares without complying with the above requirements, nor until they notify the Company of the already made acquisition. If a shareholder who wishes to exercise the right of first refusal cannot exercise it as a result of a legal provision that impedes it, they may appoint a natural or legal person who may take their place and rights for the aforementioned purposes. Notwithstanding the foregoing, if the acquisition by a foreign national requires administrative authorization, they must state whether or not they intend to acquire the shares within the scheduled deadline, and if they do intend to acquire them, the deadlines specified in this article will be suspended, until the final decision on the matter has been made by the competent authority, which will be understood as denied if nothing has been heard after twelve months. The party stating their intent to acquire the shares must start the procedure within a maximum of one month counted from the date of the affirmative answer. In order to divulge the provisions of this article, the certificates for the shares shall carry the words: “The transmission of this share is subject to the limitations established in Article 10.- of

the Corporate Bylaws.” TITLE IV. GOVERNANCE AND MANAGEMENT OF THE COMPANY. Article 11.- The governance and management of the Company shall be conferred upon: a) The General Shareholders Assembly. b) The Board of Directors. This notwithstanding any other positions that may be appointed pursuant to the bylaws or legal imperatives. FIRST SECTION: ON THE GENERAL ASSEMBLY. Article 12.- The legally established General Shareholders Assembly represents all the shareholders and its decisions, adopted pursuant to these Bylaws, will be binding on all shareholders, including the dissenting ones and those who did not take part in the vote, notwithstanding, however, the rights conferred by the Law to shareholders. Article 13.- The General Shareholders Assemblies may be Ordinary or Extraordinary. The Ordinary General Shareholders Assembly will be held within the first six months of each fiscal year to review the company’s management, approve, in its case, the previous year’s accounts and decide on the distribution of results. All other Assemblies shall be considered Extraordinary. The Extraordinary Assemblies will convene whenever the Company’s Board of Directors deems appropriate or at the request of shareholders representing at least 5% of the share capital, stating in the request the matters to be discussed at the Assembly. In this case, the Assembly must be convened to be held within thirty days from the date on which the Board of Directors received a notarized request to convene the Assembly. Article 14.- The convening of the Assembly, whether Ordinary or Extraordinary, shall be through an announcement published in the Official Gazette of the Registry of Commerce, as well as in one of the largest circulation newspapers in the province of the corporate address. The announcement will be published at least fifteen days before the date set for the Assembly, except in the event of mergers and splits, in which case the advance notice must be sent at least one month before. The announcement must state whether the Assembly is Ordinary or Extraordinary, and will state the date the meeting will be held on first call and all the matters to be addressed. Likewise, it shall also state the date on which, if appropriate, the Assembly will meet on second call, and there must be, at least, twenty-four hours between the first and second call. The announcement of the Assemblies, both Ordinary and Extraordinary, will also be sent individually to each shareholder by registered letter if they live in Spain, and airmail letter if they live abroad, at least fifteen days before the date scheduled for the Assembly. Article 15.- The General Shareholder Assembly, both Ordinary and Extraordinary, will be validly established on first call when the shareholders, present or represented, hold at least 25% of the subscribed capital with voting rights. On second call, the Assembly will be validly established regardless of the capital that is in attendance. However, in order for the Ordinary or Extraordinary General Assembly to be able to validly agree to issue bonds, increase or reduce capital, transform, merge or split the Company and, in general, make any amendment to the Corporate Bylaws, it will require, on first call, the attendance of shareholders, present or represented, holding, at least, 50% of the subscribed capital with voting rights. On second call, the attendance of 25% of said capital will be enough. Notwithstanding the provisions in the paragraphs above, the Assembly shall be deemed to be convened and will be validly established to discuss any matter, whenever all the share capital is present and the attendees unanimously agree to hold the General Assembly. Article 16.- In order to attend the General Assemblies, it is essential for the shares to be registered in the Shares Registry Book, at least five days before the day on which the Assembly should be held. Any shareholder who is entitled to attend in accordance with the preceding paragraph may be represented at the Assembly by another person, even if they are not a shareholder, by means of a written authorization signed by the absent shareholder, specifying for which Assembly it is granted. Article 17.- Each share gives the right to one vote, and the Assembly’s agreements will be decided by the majority vote of those present or represented, except for those cases where the Law establishes a higher favorable vote. Article 18.- The General Assemblies will be held at the corporate address on the date and at the time indicated in the

announcement. The Assemblies will be chaired by the Chairman of the Board of Directors or by the Director who validly replaces them, and in their absence, by the assistant appointed for that purpose by the shareholders. The Chairman will be assisted by a Secretary who will also be the Secretary of the Board itself. In the absence of the Secretary of the Board, this role will be performed by the assistant to the Board appointed for that purpose by the shareholders. The Chairman shall direct the discussions and may resolve the procedural issues that arise. Before starting on the items in the agenda, a list of attendees will be prepared, stating the nature or representation of each attendee and the number of shares, theirs and belonging to others, with which they attend the Assembly. The deliberations and decisions of the Assemblies will be recorded in the appropriate minutes in the corresponding book, with each Assembly’s minutes being approved in the legally established manner. The certificates of such minutes shall be issued by the Secretary and countersigned by the Chairman. Article 19.- The validly adopted agreements reached by the General Assemblies will be effective as of their approval in accordance with the provisions of Article 113 of the Corporations Act and will be binding on all shareholders, including those absent or dissenting, and subject to the rights to challenge and separation, if any, that the Law grants to shareholders. SECOND CHAPTER: ON THE COMPANY MANAGEMENT. Article 20.- The Management and legal representation of the company will fall on a Board of Directors, comprising a minimum of three Directors and a maximum of ten. The Directors will be freely appointed and dismissed by the General Assembly and shall serve for a term of five years, and they may be reelected one or more times for periods of equal maximum length. The General Shareholders Assembly shall determine the amount of the remuneration, which will consist of a share in the Company’s profits which shall not exceed 10% thereof, respecting the provisions of Article 130 of the Corporations Act. Article 21.- The Board of Directors will be validly established whenever an absolute majority of its members attend the meeting, either in person or through representation. The agreements will be adopted by absolute majority of the Directors attending the meeting except in those cases that require other special quorums, which must be convened by the Chairman or their substitute. The discussions and agreements of the Board will be recorded in a minutes’ book, and will be signed by the Chairman and the Secretary. Article 22.- The Board of Directors shall represent the Company, in and out of court, in whatever matters affect the Company’s business and affairs. Merely for illustrative but not limitative purposes, the following are stated as powers of the Company’s Board of Directors: a) Manage the Company’s assets of any kind; start, continue and complete all manner of procedures before any person or entity, the State, the Autonomous Regions, the Autonomous Organizations, the Province and the Municipality. b) Collect and pay any sums owed to or by the Company for any reason or cause, even enforcing any order of payment from the State, Autonomous Entities, the Province and the Municipality in any of their agencies, including Tax Authority delegations, signing the receipts and other documents that are required. c) Represent the Company in all types of contracts and transactions, with express powers to lease, buy, sell, exchange, transfer and otherwise acquire and dispose of real and personal property; effect land consolidations and segregations; describe remaining areas; formalize new building works declarations; establish real estate under commonhold and, in general, carry out as regards said property, all manner of management and ownership acts and contracts. d) Borrow money from any person or entity, including the Banco Hipotecario de España [Mortgage Bank of Spain], Banco de Crédito a la Construcción [Bank for Construction Credits], Savings Banks or similar entities, establishing as collateral for the capital and ancillary responsibilities they freely agree upon, a mortgage on the Company’s real or personal property. Cancel mortgages and other liens established in favor of the Company. e) Draw, endorse, negotiate, accept, collect, pay and protest bills of exchange, checks and other credit and draft instruments; open, monitor and cancel any cash or credit accounts, with or without collateral on securities and other assets; establish, cancel and withdraw provisional and final bonds, as well as

deposits and guarantees of any kind. All of the above in any Bank, Savings Bank or similar entities, including the Banco de España [Bank of Spain] and its branches. f) Hire and fire staff, setting their wages and other perquisites; submit employment sanction files to the Courts for Social Matters, with the power to answer depositions during a trial. g) Take part in any kind of auctions and tenders that may be held by individuals or Bodies and Departments of the State, Autonomous Entities, the Province or the Municipality and any others. h) Resolve, settle, compromise, initiate, pursue and terminate any procedures, matters or tasks which are of interest to the Company and exercise all the actions of any kind the Company is entitled to. i) Confer and revoke powers of attorney of all kinds, even for litigation and lawsuits, with the ordinary and special powers they decide, as well as submit an appeal, without any limitation. j) Grant and sign the public and private documents that are necessary or appropriate for the above, agreeing to all kinds of clauses therein, without any limitation. Article 23.- The Board of Directors may grant on behalf of one or more of its members, or to non-members, all or part of the powers listed in the previous article, empowering them to use the title of Chief Executive Officer, Manager, Agent or another appropriate one. Likewise it may revoke said delegations at any time. TITLE V. ON THE ANNUAL ACCOUNTS AND APPLICATION OF RESULTS. Article 24.- The Board of Directors must prepare, within a maximum period of three months from the close of the fiscal year, the annual accounts, that is, the Balance Sheet, the Profit and Loss Statement and the Notes, as well as the management report and the proposed application of results, for said fiscal year, with the requirements established by Law. The annual accounts and the management report must be reviewed by the Auditors, except when the Company may submit an abridged balance, as provided in the Corporations Act, and will be submitted to consideration by the shareholders, and to the consideration and approval, in its case, of the General Shareholders Assembly, with the requirements established in the Corporations Act. TITLE VI. TRANSFORMATION, MERGER, SPLIT, DISSOLUTION AND LIQUIDATION OF THE COMPANY. Article 25.- The Extraordinary General Shareholders Assembly, convened for that purpose, may arrange and carry out the transformation, merger and split of the Company, complying at all times with the provisions in that regard of the Corporations Act and these Bylaws. Article 26.- The Company may be dissolved with the prior agreement of the General Shareholders Assembly and for any of the grounds specified in Article 260 of the Corporations Act. Article 27.- Once the dissolution has been agreed upon, the liquidation will take place, in its case, pursuant to the provisions of the Corporations Act. To that end, the General Shareholders Assembly shall appoint one or more liquidators, in an odd number, and will confer the appropriate mandate upon them. Article 28.- After the liquidation, the liquidator or liquidators will prepare the Final Balance Sheet and will determine the value of the corporate assets and the liquidation quota which corresponds to each share. GENERAL PROVISIONS. Article 29.- 1. Any question concerning the interpretation and application of these Corporate Bylaws that so requires, except those regulated by the Corporations Act, shall be settled by arbitration in equity, pursuant to Law 36/1988, of December 5. 2. Those persons declared incompatible under any precept, especially those in Law 25/1983 of December 26, amended by Law 9/1991 of March 22, may not hold positions in the Company, or exercise them.

EX-3.8.1

Exhibit 3.8.1

Información Mercantil interactiva de los Registros Mercantiles de España

REGISTRO MERCANTIL DE BARCELONA

Expedida el día: 19/05/2011 a las 08:58 horas.

ESTATUTOS

DATOS GENERALES

Denominación:	DIAGNOSTIC GRIFOLS SA
Inicio de Operaciones:	24/03/1987
Domicilio Social:	POLIG.LEVANTE C/CAN GUASCH S/N PARETS
Duración:	INDEFINIDA
C.I.F.:	A58348517
Datos Registrales:	Hoja B-100072
	Tomo 41736
	Folio 117

Objeto Social:	L                                                                                                                                         A
	FABRICACION,IMPORTACION,EXPORTACION,PREPARACION,DISTRIBU CION Y VENTA DE REACTIVOS,PRODUCTOS QUIMICOS EN ESPECIAL DESTINADOS A LABORATORIOS Y CENTROS SANITARIOS,Y DE MATERIALES,APARATOS E INSTRUMENTOS MEDICO-QUIRURGICOS O P

Estructura del órgano: Administradores Solidarios/Indistintos

Último depósito contable: 2009

ASIENTOS DE PRESENTACION VIGENTES

No existen asientos de presentación vigentes

SITUACIONES ESPECIALES

No existen situaciones especiales

ESTATUTOS

ESTATUTOS: TITULO I.- DENOMINACION, OBJETO DOMICILIO Y DURACION. Artículo 1º.- La Compañía denominada DIAGNOSTIC GRIFOLS, S.A., es de naturaleza mercantil, forma de anónima, nacionalidad española y se rige por los presentes Estatutos y, en cuanto en ellos no estuviere dispuesto o sea de aplicación preceptiva, por el Texto Refundido de la Ley de Sociedades Anónimas de 22 de Diciembre de 1989, Código de Comercio y demás disposiciones vigentes de aplicación. Artículo 2º.- La Sociedad tiene por objeto la fabricación, importación, exportación, preparación, distribución y venta de reactivos, productos químicos en especial destinadas a laboratorios y centros sanitarios, y de materiales, aparatos e instrumentos médico-quirúrgicos o para uso y empleo de laboratorios. Artículo 3º.- La Sociedad establece su domicilio en Poligono Levante, Calle Can Guasch s/n, 08150 Parets del Vallés, pudiendo acordar su traslado dentro del mismo término municipal, establecer sucursales, oficinas o agencias en cualquier lugar de Españao del extranjero, por acuerdo del Organo de Administración. Artículo 4º.- La duración de la Sociedad será por tiempo indefinido, inició sus operaciones el día 24 de marzo de 1987. Artículo 5º.- El ejercicio social empezará el día primero de enero y terminará el día 31 de diciembre de cada año; por excepción el ejercicio que terminará el 31 de diciembre de 1997, se ha iniciado el dia 1 de agosto de 1997. TITULO II.- CAPITAL SOCIAL Y ACCIONES. Artículo 6º.- El capital social se fija en la suma de 336.560 Euros, representado por 56.000 acciones nominativas, de valor nominal 6,01 Euros cada una, numeradas correlativamente del 1 a la 56.000, ambas inclusive.Las acciones estarán representadas por medio de títulos, se extenderán de libros talonarios, podrán incorporar una o más acciones de la misma serie y contendrán todas las circunstancias legales previstas en el artículo 53 de la Ley de Sociedades Anónimas. Las acciones están suscritas y desembolsadas en su totalidad. La Sociedad llevará un Libro Registro de Acciones en el que se anotarán las sucesivas transferencias de las acciones así como la constitución de derechos reales y otros gravámenes sobre aquellos. Articulo 7º.- Las acciones son indivisibles con respecto a la Sociedad, de modo que ésta no reconocerá más que a un solo propietario por cada acción. Los co-propietarios de una acción deberán hacerse representar ante la Sociedad por una sola persona, sinperjuicio de responder todos solidariamente de cuántas obligaciones se deriven de la propiedad de la acción. TITULO III.- DERECHOS Y OBLIGACIONES DE LOS SOCIOS. Artículo 8º.- La adquisición de una o más acciones presupone la conformidad y aceptación de los presentes Estatutos, y el estado o condición de accionista implica, sin excepción, no solamente la aceptación de los presentes Estatutos sino la conformidad con los acuerdos de la Junta General de Accionistas, con las decisiones del órgano de Administración, el cumplimiento de todas las demás obligaciones resultantes de la escritura de constitución o la aplicación o interpretación de los presentes Estatutos, dejando a salvo, no obstante, los derechos y acciones que la Ley confiere a los accionistas. Artículo 9º.- Cada acción confiere a su titular legitimo el estado o condición de accionista con los derechos y obligaciones inherentes a la misma, de acuerdo con los presentes Estatutos y las disposiciones legales en vigor, y entre ellos: 1.- Participación proporcional en los beneficios de la Sociedad. 2.- Participación proporcional en el patrimonio social que resulte de la liquidación de la Sociedad. 3.- El derecho de preferente suscripción en el caso de emisión de nuevas acciones. 4.- El derecho de asistir y votar en las Juntas Generales. 5.- El derecho de transmitir, dar en prenda, ofrecer en garantía o de cualquier otro modo disponer del titulo legal o beneficial de sus acciones, conforme a lo dispuesto en los presentes Estatutos. 6.- Los demás conferidos por la Ley. Artículo 10º.- Las acciones serán transmisibles por cualquiera de los medios admitidos en Derecho. a) Transmisión de Acciones en Acto Oneroso. El accionista que se proponga transmitir sus acciones o alguna de ellas, deberá comunicarlo por escrito, indicando su numeración, precio y comprador, al

órgano de Administración Social, quien a su vez y en el plazo de diez días naturales, deberá comunicarlo a todos y cada uno de los demás accionistas en el domicilio que conste de cada uno de ellos en el Libro Registro de Acciones Nominativas. Dentro de los treinta dias naturales siguientes a la fecha de comunicación a los accionistas, podrán estos optar a la adquisición de las acciones. Si fueren varios los que ejercitaren tal derecho, se distribuirán entre elloslas acciones a prorrata de las que ya posean, atribuyéndose en su caso los excedentes de la división al optante titular de mayor número de acciones. Transcurrido dicho plazo, la Sociedad podrá optar, dentro de un nuevo plazo de veinte días naturales a contar desde la extinción del anterior, entre permitir la transmisión proyectada o adquirir las acciones para si, en la forma legalmente permitida. Finalizado este último plazo sin que por los socios ni por la Sociedad se haya hecho uso del derecho de preferente adquisición, el accionista quedará libre para transmitir las acciones a la persona y en las condiciones que comunicó a la Administración social, siempre que la transmisión tenga lugar dentro de dos meses siguientes a la terminación del último plazoindicado, pues en caso contrario deberá repetirse el ofrecimiento. Para el ejercicio de este derecho de adquisición preferente, el precio de compra, en caso de discrepancia, será el que se decida mediante el arbitraje institucional del Tribunal Arbitral de Barcelona de l’Associació Catalana per a l’Arbitratge, al que queda encomendada la designación del arbitro y la administración del arbitraje de acuerdo con su reglamento, cuya decisión arbitral será de obligado cumplimiento. La Sociedad no reconoceráninguna transmisión intervivos de acciones que no esté sujeta a las normas establecidas, ya sean voluntaria, ya litigiosa o por apremio, observándose en estos últimos dos casos lo que determina el apartado siguiente. b) Transmisión de Acciones en Actos Gratuitos. El mismo derecho de adquisición preferente tendrá lugar en el caso de transmisión “mortis-causa” de las acciones, o a título lucrativo o gratuito. Los herederos o legatarios y, en su caso, los donatarios, comunicarán la adquisición al órgano de Administración, aplicándose a partir de ese momento las reglas del anterior apartado a) en cuanto a plazos de ejercicio del derecho; transcurridos dichos plazos sin que los accionistas ni la Sociedad hayan manifestado su propósito de adquirir, se procederá a la oportuna inscripción de la transmisión en el Libro Registro de Acciones. Idéntico régimen se aplicará en caso de adquisición en procedimiento judicial o administrativo de ejecución, iniciándose el cómputo de los plazos desde el momento en que el rematante o adjudicatario comunique la adquisición al órgano de Administración. En los supuestos del presente apartado b), para rechazar la inscripción de la transmisión en el Libro Registro de Acciones Nominativas, la Sociedad deberá presentar al oferenteuno o varios adquirentes de las acciones, que habrán de ser los accionistas que hayan manifestado su propósito de adquirir o, en su defecto, ofrecerse a adquirirlas ella misma (en la forma legalmente permitida), por su valor real en el momento en que se solicitó la inscripción, entendiéndose por tal el que determinen los auditores de la Sociedad, salvo si ésta no estuviese obligada a verificar sus cuentas, en cuyo caso será el que señale el auditor designado, a solicitud de cualquiera de las partes, por el Registrador Mercantil del domicilio social. c) Disposiciones Comunes. 1a. No están sujetas a condición alguna las transmisiones, sean onerosas, sean gratuitas o lucrativas, que se realicen a favor del cónyuge, ascendientes o descendientes del enajenante. 2a. La Sociedad no reconocerá como accionista al adquirente de acciones transmitidas sin los anteriores requisitos, ni mientras éste no comunique a aquélla la adquisición ya efectuada. 3a. Este artíc ulo deberá consignarse en los títulos de las acciones. TITULO IV.- RÉGIMEN Y ADMINISTRACIÓN DE LA SOCIEDAD. Artículo 11º.- El régimen y administración de la Sociedad corresponderá a: a) La Junta general de accionistas, b) Dos Administradores solidarios. Ello sin perjuicio de los demás cargos que por disposición estatutaria o imperativos de la Ley puedan nombrarse. CAPITULO PRIMERO: DE LA JUNTA GENERAL. Articulo 12º.- La Junta General de Accionistas legalmente constituida representa a todos los accionistas y sus acuerdos, adoptados de conformidad con estos Estatutos, serán obligatorios para todos los accionistas, incluso los disidentes y los que no hayan participado en la votación, dejando a

salvo, no obstante, los derechos que la Ley confiere a los accionistas. Artículo 13º.- Las Juntas Generales de Accionistas pueden ser Ordinarias o Extraordinarias. La Junta General Ordinaria se celebrará dentro de los seis primeros meses de cada ejercicio para censurar la gestión social, aprobar en su caso las cuentas del ejercicio anterior y resolver sobre la distribución de resultados. Toda otra Junta será considerada Extraordinaria. Las Juntas Extraordinarias se reunirán cuando lo estime conveniente el órgano de Administración de la Sociedad a iniciativa propia o por petición de socios que representen como mínimo un 5% del capital social, expresando en la solicitud los asuntos a tratar en la Junta. En este supuesto, deberá convocarse la Junta para celebrarse dentro de los treinta días siguientes a la fecha en que se hubiese requerido notarialmente al órgano de Administración para convocarla. Articulo 14º.- La convocatoria de la Junta, tanto Ordinaria como Extraordinaria, se hará mediante anuncio publicado en el Boletín Oficial del Registro Mercantil, así como en uno de los diarios de mayor circulación en la provincia del domicilio social. Elanuncio se publicará por lo menos con quince días de antelación a la fecha fijada para la celebración, salvo en los casos de fusión y escisión en que la antelación deberá ser de un mes como mínimo. El anuncio deberá indicar si la Junta es Ordinaria o Extraordinaria y expresará la fecha de reunión en primera convocatoria y todos los asuntos que han de tratarse. Igualmente señalará la fecha en que, si procediere, se reunirá la Junta en segunda convocatoria, debiendo mediar, por lo menos, un plazo de veinticuatro horas entre la primera y la segunda reunión. La convocatoria a las Juntas, tanto Ordinarias como Extraordinarias, se harán además individualmente a cada accionista por carta certificada si residen en España, y carta certificada por correo aéreo si residen en el extranjero, con una antelación minima de quince días a la fecha prevista para su celebración. Artículo 15º.- La Junta General de Accionistas, tanto Ordinaria como Extraordinaria, quedará constituida validamente en primera convocatoria cuando los accionistas presentes o representados posean, al menos, el 25% del capital suscrito con derecho de voto. En segunda convocatoria, será válida la constitución de la Junta cualquiera que sea el capital concurrente a la misma. No obstante ello, para que la Junta General Ordinaria o Extraordinaria pueda acordar validamente la emisión de obligaciones, el aumento o reducción de capital, la transformación, fusión o escisión de la Sociedad y, en general, cualquier modificación de los Estatutos Sociales, será necesaria, en primera convocatoria, la concurrencia de accionistas presentes o representados que posean, al menos, el 50% del capital suscrito con derecho a voto. En segunda convocatoria será suficiente la concurrencia del 25% de dicho capital. No obstante lo dispuesto en los párrafos anteriores, la Junta se entenderá convocada y quedará validamente constituida para tratar de cualquier asunto, siempre que esté presente todo el capital social y los asistentes acepten por unanimidad la celebración de la Junta. Artículo 16º.-Para asistir a las Juntas Generales es indispensable tener las acciones inscritas en el Libro Registro de Acciones, con cinco días de antelación a aquél en que deba celebrarse la Junta. Todo accionista que tenga derecho de asistencia conforme al párrafo anterior podrá ser representado en la Junta por medio de otra persona, aunque no sea accionista, por medio de autorización escrita firmada por el accionista ausente, en la que se especifique para qué Junta se otorga. Articulo 17º.-Cada acción da derecho a un voto, y los acuerdos de la Junta se adoptarán por mayoría de votos entre los presentes y representados, salvo los casos en los que la Ley prevé una votación favorable superior. Articulo 18º.- Las Juntas Generales se celebrarán en el domicilio social en la fecha y hora señaladas en la convocatoria. Las Juntas serán presididas por el asistente que al efecto designen los accionistas. El Presidente estará asistido por un Secretario, desempeñando tal función el asistente a la Junta que a este efecto designen los accionistas. El Presidente dirigirá las discusiones pudiendo resolver las cuestiones de procedimiento que surjan. Antes de entrar en el orden del día se formará la lista deasistentes, expresando el carácter o representación de cada uno y el número de acciones propias y ajenas con que concurran. Las deliberaciones y acuerdos de las Juntas se harán constar en acta sentada en el correspondiente libro, debiéndose aprobar las decada sesión en la forma legalmente prevista. Las certificaciones de tales actas serán extendidas por las

personas facultadas según la Ley. Artículo 19º.- Los acuerdos validamente adoptados por las Juntas Generales serán desde su aprobación ejecutivos de acuerdo con lo previsto en el artículo 113 de la Ley de Sociedades Anónimas y obligatorios para todos los accionistas, incluso para los ausentes o disidentes, sin necesidad de que recaiga aprobación del acta en una Junta posterior, y salvo las acciones de impugnación y separación, en su caso, que la Ley concede a los accionistas. CAPITULO SEGUNDO: DE LA ADMINISTRACIÓN SOCIAL. Articulo 20º.- La Administración y representación legal de la Sociedad estará a cargo de dos Administradores Solidarios. Los Administradores serán nombrados y separados libremente por la Junta General y ejercerán el cargo por plazo de cinco años, pudiendo ser reelegidos una o más veces por períodos de igual duración máxima. La Junta General de Accionistas determinará la cuantía de la retribución, la cual vendrá constituida en una participación en las ganancias de la Sociedad que será como máximo el 10% de aquéllas, respetando lo que ordena el artículo 130 de la ley de Sociedades Anónimas. Articulo 21º.- El órgano de Administración ostentará la representación de la Sociedad, en juicio y fuera de él, en cuántos asuntos afecten al giro y tráfico de la Sociedad. TITULO V.- DE LAS CUENTAS ANUALES Y APLICACION DE RESULTADOS. Articulo 22º.- El órgano de Administración deberá formular en el plazo máximo de tres meses contados a partir del cierre del ejercicio social, las cuentas anuales, es decir, el Balance, la Cuenta de Pérdidas y Ganancias y la Memoria, así como el informe de gestión y la propuesta de aplicación de resultados, correspondientes a dicho ejercicio social, con los requisitos establecidos por la Ley. Las cuentas anuales y el informe de gestión deberánser revisados por los Auditores de Cuentas, salvo en el caso de que la Sociedad pueda presentar balance abreviado, según lo previsto en la Ley de Sociedades Anónimas, y se someterán, a examen de los accionistas, y a la consideración y aprobación, en su caso, de la Junta General Ordinaria, con los requisitos establecidos en la Ley de Sociedades Anónimas. TITULO VI.- TRANSFORMACION, FUSION, ESCISION, DISOLUCIÓN Y LIQUIDACION DE LA SOCIEDAD. Artículo 23º.- La Junta General Extraordinaria de Accionistas convocada a tal fin, podrá acordar y llevar a cabo la transformación, fusión y escisión de la Sociedad, observándose en todo momento cuánto disponen al respecto la Ley de Sociedades Anónimas y los presentes Estatutos. Artículo 24º.- La Sociedad podrá disolverse previo acuerdo de la Junta General de Accionistas y por cualquiera de las causas establecidas en el artículo 260 de la Ley de Sociedades Anónimas. Articulo 25º.- Acordada la disolución, la liquidación se llevará a cabo, en su caso, conforme a lo dispuesto en la Ley de Sociedades Anónimas. A tal fin, la Junta General de Accionistas nombrará uno o más liquidadores, en número impar, y les conferirá eloportuno mandato. Artículo 26º.- Terminada la liquidación, el liquidador o liquidadores prepararán el Balance final y determinarán el valor de los bienes sociales y la cuota de liquidación que corresponda a cada acción. DISPOSICIONES GENERALES. Articulo 27º.- 1. Cualquier cuestión para la interpretación y aplicación de los presente Estatutos Sociales que lo precise, salvo aquellas reguladas por la Ley de Sociedades Anónimas, será dirimida por arbitraje de equidad, conforme ala Ley 36/1988, de 5 de diciembre. 2. No podrán ocupar cargos en la Sociedad, ni ejercerlos, las personas declaradas incompatibles por cualquier precepto.

EX-3.8.2

Exhibit 3.8.2

Interactive Commercial Information from the Registries of Commerce of Spain

REGISTRY OF COMMERCE OF BARCELONA
Issued on: 05/19/2011 at 8:58 a.m.

BYLAWS

GENERAL DATA

Name:	DIAGNOSTIC GRIFOLS SA
Start of Operations:	03/24/1987
Corporate Address:	POLIG. LEVANTE C/CAN GUASCH S/N
	PARETS
Duration:	INDEFINITE
C.I.F. [Tax Identification Code]:	A58348517
Registry Information:	Sheet B-100072
	Volume 41736
	Page 117

Corporate Purpose: THE MANUFACTURE, IMPORT, EXPORT, PREPARATION, DISTRIBUTION AND SALE OF REAGENTS, CHEMICALS ESPECIALLY THOSE DESTINED FOR LABORATORIES AND HEALTH CENTERS, AND MATERIALS, DEVICES AND INSTRUMENTS FOR MEDICAL AND SURGICAL USE OR F

Structure of the governing body: Joint/Indistinct Managers

Last accounts deposited: 2009

VALID TITLE REGISTRATION REQUESTS

There are no valid title registration requests

SPECIAL SITUATIONS

There are no special situations

BYLAWS

BYLAWS: TITLE I.- NAME, PURPOSE, ADDRESS AND DURATION. Article 1.- The Company called DIAGNOSTIC GRIFOLS, S.A., is a commercial company, established as a corporation, under Spanish law and it is governed by these Bylaws and, in all matters not covered herein or in all mandatory matters, by the Consolidated Text of the Corporations Act of December 22, 1989, the Commercial Code and other applicable current provisions. Article 2.- The Company’s purpose is the manufacture, import, export, preparation, distribution and sale of reagents, chemicals especially those destined for use in laboratories and health centers, and materials, devices and instruments for medical and surgical use or for use in laboratories. Article 3.- The Company establishes its corporate offices in Polígono Levante, Calle Can Guasch s/n, 08150 Parets del Vallés, and may decide to relocate within the same town, establish branches, offices or agencies anywhere in Spain or abroad, by agreement of the Governing Body. Article 4.- The duration of the Company will be indefinite; it began operations on March 24, 1987. Article 5.- The fiscal year begins on the first day of January and ends on December 31st of each year, with the exception of the year ending on December 31, 1997, which began on August 1, 1997. TITLE II.- SHARE CAPITAL AND SHARES. Article 6.- The share capital is set at 336,560 Euros, represented by 56,000 registered shares, each with a nominal value of 6.01 Euros, numbered consecutively from 1 to 56,000, both included. The shares will be represented by a certificate, share books will be issued; they may incorporate one or more shares of the same series and will contain all the legal provisions of Article 53 of the Corporations Act. The shares are subscribed and paid in full. The Company shall keep a Shares Registry Book in which the successive transfers of shares will be recorded, as well as the establishment of any real rights and other liens thereon. Article 7.- The Company considers the shares to be indivisible, so it will only recognize one owner per share. The co-owners of any share must be represented before the Company by a single person, notwithstanding the fact they will be severally and jointly liable for all liabilities arising from ownership of the share. TITLE III.- RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERS. Article 8.- The acquisition of one or more shares implies agreement with and acceptance of these Bylaws, and being a shareholder implies, without exception, not only the acceptance of these Bylaws, but also compliance with the agreements of the General Shareholders Assembly, with the decisions of the Governing Body, and compliance with all other obligations arising from the deed of incorporation or the application or interpretation of these Bylaws, notwithstanding, however, the rights and remedies the Law grants to shareholders. Article 9.- Each share grants its legitimate holder the status or condition of being a shareholder with the rights and obligations inherent thereto, in accordance with these Bylaws and the legal dispositions in force, and among them: 1.- Proportionate share in the Company’s profits. 2.- Proportionate share in the Company’s assets resulting from the Company’s liquidation. 3.- The right of first refusal in the event of new share issues. 4.- The right to attend and vote in the General Assemblies. 5.- The right to transfer, pledge, offer as collateral or otherwise dispose of the legal or beneficial ownership of their shares, as provided in these Bylaws. 6.- All others conferred by the Law. Article 10.- The shares may be transferred by any means permitted by Law. a) Transfer of Shares for Valuable Consideration. A shareholder who wishes to transfer their shares or some of them, must notify this in writing, stating the numbers of the shares, the price and the buyer, to the Corporate Governing Body, which in turn and within ten calendar days, must notify this to each and every one of the other shareholders at the address recorded for each one of them in the Registered Shares Registry Book. The other shareholders may opt to purchase the shares during the thirty calendar days following the date of the notification to the shareholders. If

several shareholders wish to exercise said right, the shares will be distributed among them in proportion to the shares they already own, attributing, in its case, the surplus resulting from the division of the shares to the requesting shareholder with the most shares. Once this period has expired, the Company may choose, within a further period of twenty calendar days counted from the termination of the former period, to allow the scheduled transmission or acquire the shares for itself, in the legally permitted manner. After this last period has expired without either the shareholders or the Company exercising the right of first refusal, the shareholder will be free to transfer the shares to the person and in the conditions they notified to the Company’s Board, provided that the transmission takes place within the two months following the completion of the last mentioned deadline, otherwise the offer must be repeated. To exercise this right of first refusal, the purchase price, in the event of discrepancy, will be the price decided upon through the institutional arbitration of the Arbitration Court of Barcelona of the Catalan Association for Arbitration, which is entrusted with the appointment of the arbitrator and the handling of the arbitration in accordance with its regulations, and whose decision shall be binding. The Company will not recognize any inter vivos transfer of shares that is not subject to the established rules, whether voluntarily, or due to litigation or compulsion; in these last two cases the provisions of the next section, b) Transfer of Shares Without Consideration, shall apply. The same right of first refusal will apply in the case of a transmission of the shares through “causa mortis” transfer, or without consideration or for free. The heirs or legatees and, in its case, the grantees, shall notify the Governing Board of the acquisition, at which time the rules of the preceding paragraph a) shall apply in terms of the deadlines for exercising the right; once said deadlines have expired without the shareholders or the Company stating their intent to purchase, the corresponding registration of the transfer will be recorded in the Shares Registry Book. The same arrangements will apply in the event of an acquisition due to a judicial or administrative enforcement proceeding, with the deadline periods starting from the time the bidder or awardee notifies the Governing Body of the acquisition. In the cases covered by this paragraph b), in order to reject the registration of the transfer in the Registered Shares Registry Book, the Company must present one or more purchasers for the shares to the offeror, which must be the shareholders who have expressed their intent to purchase or, failing that, offer to buy them for itself (in the legally permitted manner), for their real value at the time the registration was requested, value which is understood to be the one determined by the Company’s auditors, unless the Company is not required to verify its accounts, in which case it shall be the value stated by the auditor appointed, at the request of either party, by the Registry of Commerce of the corporate address. c) Common Provisions. 1a. Transfers made in favor of the spouse, progenitors or progeny of the transferring party will not be subject to any condition, whether they are free or without consideration. 2a. The Company will not recognize anyone as a shareholder if they acquired the shares without complying with the above requirements, nor until they notify the Company of the already made acquisition. 3a. This article must be stated on the certificates of the shares. TITLE IV.- GOVERNANCE AND MANAGEMENT OF THE COMPANY. Article 11.- The governance and management of the Company shall be conferred upon: a) The General Shareholders Assembly, b) Two joint and several Managers. This notwithstanding any other positions that may be appointed pursuant to the bylaws or legal imperatives. FIRST SECTION: ON THE GENERAL ASSEMBLY. Article 12.- The legally established General Shareholders Assembly represents all the shareholders and its decisions, adopted pursuant to these Bylaws, will be binding on all shareholders, including the dissenting ones and those who did not take part in the vote, notwithstanding, however, the rights conferred by the Law to shareholders.

Article 13.- The General Shareholders Assemblies may be Ordinary or Extraordinary. The Ordinary General Shareholders Assembly will be held within the first six months of each fiscal year to review the company’s management, approve, in its case, the previous year’s accounts and decide on the distribution of results. All other Assemblies shall be considered Extraordinary. The Extraordinary Assemblies will convene whenever the Company’s Governing Body deems them appropriate or at the request of shareholders representing at least 5% of the share capital, stating in the request the matters to be discussed at the Assembly. In this case, the Assembly must be convened to be held within thirty days from the date on which the Governing Body received a notarized request to convene the Assembly. Article 14.- The convening of the Assembly, whether Ordinary or Extraordinary, shall be through an announcement published in the Official Gazette of the Registry of Commerce, as well as in one of the largest circulation newspapers in the province of the corporate address. The announcement will be published at least fifteen days before the date set for the Assembly, except in the event of mergers and splits, in which case the advance notice must be sent at least one month before. The announcement must state whether the Assembly is Ordinary or Extraordinary, and will state the date the meeting will be held on first call and all the matters to be addressed. Likewise, it shall also state the date on which, if appropriate, the Assembly will meet on second call, and there must be, at least, twenty-four hours between the first and second call. The announcement of the Assemblies, both Ordinary and Extraordinary, will also be sent individually to each shareholder by registered letter if they live in Spain, and airmail letter if they live abroad, at least fifteen days before the date scheduled for the Assembly. Article 15.- The General Shareholder Assembly, both Ordinary and Extraordinary, will be validly established on first call when the shareholders, present or represented, hold at least 25% of the subscribed capital with voting rights. On second call, the Assembly will be validly established regardless of the capital that is in attendance. However, in order for the Ordinary or Extraordinary General Assembly to be able to validly agree to issue bonds, increase or reduce capital, transform, merge or split the Company and, in general, make any amendment to the Corporate Bylaws, it will require, on first call, the attendance of shareholders, present or represented, holding, at least, 50% of the subscribed capital with voting rights. On second call, the attendance of 25% of said capital will be enough. Notwithstanding the provisions in the paragraphs above, the Assembly shall be deemed to be convened and will be validly established to discuss any matter, whenever all the share capital is present and the attendees unanimously agree to hold the General Assembly. Article 16.- In order to attend the General Assemblies, it is essential for the shares to be registered in the Shares Registry Book, at least five days before the day on which the Assembly should be held. Any shareholder who is entitled to attend in accordance with the preceding paragraph may be represented at the Assembly by another person, even if they are not a shareholder, by means of a written authorization signed by the absent shareholder, specifying for which Assembly it is granted. Article 17.- Each share gives the right to one vote, and the Assembly’s agreements will be decided by the majority vote of those present or represented, except for those cases where the Law establishes a higher favorable vote. Article 18.- The General Assemblies will be held at the corporate address on the date and at the time indicated in the announcement. The Assemblies will be chaired by the assistant appointed for that purpose by the shareholders. The Chairman will be assisted by a Secretary, filling the role of assistant to the Assembly appointed for that purpose by the shareholders. The Chairman shall direct the discussions and may resolve the procedural issues that arise. Before starting on the items in the agenda, a list of attendees will be prepared, stating the nature or representation of each attendee and the number of shares, theirs and belonging to others, with which they attend the Assembly. The deliberations and decisions of the Assemblies will be recorded in the appropriate minutes in the corresponding book, with each Assembly’s

minutes being approved in the legally established manner. The certificates of said minutes shall be issued by the persons authorized by the Law. Article 19.- The validly adopted agreements reached by the General Assemblies will be effective as of their approval in accordance with the provisions of Article 113 of the Corporations Act and will be binding on all shareholders, including those absent or dissenting, without the need for the approval of the minutes in a subsequent Assembly, and subject to the rights to challenge and separation, if any, that the Law grants to shareholders. SECOND CHAPTER: ON THE COMPANY MANAGEMENT. Article 20.- The Management and legal representation of the Company will fall on two Joint and Several Managers. The Managers will be freely appointed and dismissed by the General Assembly and shall serve for a term of five years, and they may be reelected one or more times for periods of equal maximum length. The General Shareholders Assembly shall determine the amount of the remuneration, which will consist of a share in the Company’s profits which shall not exceed 10% thereof, respecting the provisions of Article 130 of the Corporations Act. Article 21.- The Governing Body shall represent the Company, in and out of court, in whatever matters affect the Company’s business and affairs. TITLE V.- ON THE ANNUAL ACCOUNTS AND APPLICATION OF RESULTS. Article 22.- The Governing Body must prepare, within a maximum period of three months from the close of the fiscal year, the annual accounts, that is, the Balance Sheet, the Profit and Loss Statement and the Notes, as well as the management report and the proposed application of results, for said fiscal year, with the requirements established by Law. The annual accounts and the management report must be reviewed by the Auditors, except when the Company may submit an abridged balance, as provided in the Corporations Act, and will be submitted to consideration by the shareholders, and to the consideration and approval, in its case, of the General Shareholders Assembly, with the requirements established in the Corporations Act. TITLE VI.- TRANSFORMATION, MERGER, SPLIT, DISSOLUTION AND LIQUIDATION OF THE COMPANY. Article 23.- The Extraordinary General Shareholders Assembly, convened for that purpose, may arrange and carry out the transformation, merger and split of the Company, complying at all times with the provisions in that regard of the Corporations Act and these Bylaws. Article 24.- The Company may be dissolved with the prior agreement of the General Shareholders Assembly and for any of the grounds specified in Article 260 of the Corporations Act. Article 25.- Once the dissolution has been agreed upon, the liquidation will take place, in its case, pursuant to the provisions of the Corporations Act. To that end, the General Shareholders Assembly shall appoint one or more liquidators, in an odd number, and will confer the appropriate mandate upon them. Article 26.- After the liquidation, the liquidator or liquidators will prepare the Final Balance Sheet and will determine the value of the corporate assets and the liquidation quota which corresponds to each share. GENERAL PROVISIONS. Article 27.- 1. Any question concerning the interpretation and application of these Corporate Bylaws that so requires, except those regulated by the Corporations Act, shall be settled by arbitration in equity, pursuant to Law 36/1988, of December 5. 2. Those persons declared incompatible under any precept may not hold positions in the Company, or exercise them.

EX-3.9.1

Exhibit 3.9.1

Información Mercantil interactiva de los Registros Mercantiles de España

REGISTRO MERCANTIL DE BARCELONA

Expedida el día: 19/05/2011 a las 11:26 horas.

ESTATUTOS

DATOS GENERALES

Denominación:	MOVACO SA
Inicio de Operaciones:	21/09/1987
Domicilio Social:	CAN GUASCH S/N POLIGONO LEVANTE PARETS
Duración:	INDEFINIDA
C.I.F.:	A58426008
Datos Registrales:	Hoja B-112975
	Tomo 41752
	Folio 199

Objeto Social:

L                                                                                                                                                    A FABRICACION, IMPORTACION, EXPORTACION, PREPARACION, DISTRIBU CION Y VENTA DE REACTIVOS, PRODUCTOS QUIMICOS EN ESPECIAL DESTINADOS A LABORATORIOS Y CENTROS SANITARIOS, Y DE MATERIALES, APARATOS E INSTRUMENTOS MEDICO-QUIRURGICOS O P                                                                                                                           L                      A FABRICACION, IMPORTACION, EXPORTACION, PREPARACION, DISTRIBU CION, VENTA, ASISTENCIA TECNICA Y SERVICIO POSTVENTA, DE REACTIVOS, PRODUCTOS TERAPEUTICOS, DIETETICOS, PARAFARMACEUTICOS, ETC. LA FABRICACION, IMPORTACION, EXPORTACION, PREPARACION, DISTRIBU CION, VENTA, ASISTENCIA TECNICA Y SERVICIO POST-VENTA, DE REACTIVOS, PRODUCTOS TERAPEUTICOS,DIETETICOS,PARAFARMACEUTICOS,ESPECIALIDADES FARMACEUTICAS

Estructura del órgano:

Administradores Solidarios/Indistintos

Último depósito contable: 2009

ASIENTOS DE PRESENTACION VIGENTES

No existen asientos de presentación vigentes

SITUACIONES ESPECIALES

No existen situaciones especiales

ESTATUTOS

ESTATUTOS: TITULO I DENOMINACION, OBJETO DOMICILIO Y DURACION Artículo 1.- La Compañia denominada MOVACO, SA., es de naturaleza mercantil, forma de anónima, nacionalidad española y se rige por los presentes Estatutos y, en cuanto en ellos no estuviere dispuesto o sea de aplicación preceptiva, por el Texto Refundido de la Ley de Sociedades Anónimas de 22 de Diciembre de 1989, Código de Comercio y demás disposiciones vigentes de aplicación. Articulo 2.- La sociedad tiene por objeto la fabricación, importación, exportación, preparación, distribución, venta. asistencia técnica y servicio post-venta, de reactivos, productos terapéuticos, dietéticos, parafarmacéuticos, especialidades farmacéuticas y publicitarias. medicamentos y productos químicos. Venta, comercialización y distribución de cualesquiera material, aparato, instrumento médico-quirúrgico ya producto que tenga una aplicación o uso directa o indirectamente relacionado con el ámbito dela sanidad en su sentido más amplio. incluyendo la venia de libros médicos y comercialización de mobiliario clinico y de oficina en general. Mantenimiento. reparación y arrendamiento de material y aparatos médicas, quirúrgicos. terapéuticos y ópticas, detipa eléctrico y electrónico; mantenimiento y reparación de equipos e instalaciones de aparatos elevadores y de traslación horizontal, y en particular de ascensores, montacargas, escaleras mecánicas, cintas y cadenas transportadoras, elevadores mecánicosy neumáticos, tubos neumáticos y mecanismos distribuidores. Fabricación, compraventa, comercialización, exportación y distribución de coda clase de material, productos informáticos y actividades de hardware y software tanto participando en determinadas fases de su ejecución y/o programación como en el proceso completo, desarrollando, implementando e integrando sistemas yo tecnologías de la información. y en particular trabajos de mecanografía y grabación o captura de datos por medios electrónicos v digitalización o conversion de formatos de documentos mediante el uso de las tecnologías de la información y las telecomunicaciones; trabajos de planificación, análisis, diseño, construcción, pruebas y mantenimiento de sistemas de información, programas y aplicaciones informáticas; mantenimiento preventivo, correctivo a perfectivo y de reparacion de equipos y sistemas fisicos y lógicos para el tratamiento de la información, así como de los equipos emisores y receptores de la misma y sus correspondientes sistemas y medios de transmisión. Servicios de comunicación de voz y/o datos, alquiler de circuitos para la transmisión de voz y/o datos y en general aquellos servicios de valor añadido sobre las redes de telecomunicaciones: puesta en funcionamiento seguimiento, gestión y control de equipos y sistemas informáticos y infraestructuras telemáticas para la explotación de programas y aplicaciones informáticas, y en general servicios de evaluación y certificación tecnológica. Quedan excluidas del objeto social, todasaquellas actividades paro cuyo ejercicio la Ley exija requisitos especiales que no queden cumplidos por esta Sociedad. Artículo 3 — La Sociedad establece su domicilio en Polígono Levante, Calle Can Guasch sin, 08150 Parets del Vallés, pudiendo acordar su traslado dentro del mismo término municipal, establecer sucursales, oficinas o agencias en cualquier lugar de España odel extranjero, por acuerdo del órgano de Administración. Artículo 4.- La duración de la Sociedad será por tiempo indefinido, inició operaciones el día 21 de septiembre de 1987. Artículo 5.- El ejercido social empezará el día primero de enero y terminará el día 31 de diciembre de cada año; por excepción el ejercicio que terminará el 31 de diciembre de 1997, se ha iniciado el día 1 de agosto de 1997. TITULO II CAPITAL SOCIAL Y ACCIONES Artículo 6.- El capital social se fija en la suma de 2.404.601 Euros, representados por 80.020 acciones nominativas, de valor nominal 30,05 Euros cada una, numeradas correlativamente del 1 al 80.020, ambos inclusive. Las acciones estarán representadas por medio de titulos, se extenderán de libros talonarios, podrán incorporar una o mas acciones de la misma serie y contendrán todas las circunstancias legales previstas en el

articulo 53 de la Ley de Sociedades Anónimas. Las acciones están suscritas y desembolsadas en su totalidad. La Sociedad llevará un Libro Registro de Acciones en el que se anotarán las sucesivas transferencias de las acciones asi como la constitución de derechos reales y otros gravamenes. Articulo 7.- Las acciones son indivisibles con respecto a la Sociedad, de modo que ésta no reconocerá más que a un solo propietario por cada acción. Los co-propietarios de una acción deberán hacerse representar ante la Sociedad por una sola persona, sin perjuicio de responder todos solidariamente de cuántas obligaciones se deriven de la propiedad de la acción. TITULO III.DERECHOS Y OBLIGACIONES DE LOS SOCIOS Articulo 8.- La adquisición de una o más acciones presupone la conformidad y aceptación de los presentes Estatutos, y el estado o condición de accionista implica, sin excepción, no solamente la aceptaciónde los presentes Estatutos sino la conformidad con los acuerdos de la Junta General de Accionistas, con las decisiones del órgano de Administración, el cumplimiento de todas las demás obligaciones resultantes de la escritura de constitución o la aplicación o interpretación de los presentes Estatutos, dejando a salvo, no obstante, los derechos y acciones que la Ley confiere a los accionistas. Articulo 9.- Cada acción confiere a su titular legitimo el estado o condición de accionista con los derechos y obligaciones inherentes a la misma, de acuerdo con los presentes Estatutos y las disposiciones legales en vigor, y entre ellos: 1.- Participación proporcional en los beneficios de la Sociedad. 2.- Participación proporcional en el patrimonio social que resulte de la liquidación de la Sociedad. 3.- El derecho de preferente suscripción en el caso de emisión de nuevas acciones. 4.- El derecho de asistir y votar en las Juntas Generales. 5.- El derecho de transmitir, dar en prenda, ofrecer en garantía o de cualquier otro modo disponer del título legal o beneficia de sus acciones, conforme a lo dispuesto en los presentes Estatutos. 6.- Los demás conferidos por la Ley. Articulo 10.- Las acciones serán transmisibles por cualquiera de los medios admitidos en Derecho. Ello no obstante, los demás accionistas y subsidiariamente la Sociedad tendrán derecho preferente para adquirir la totalidad o parte de las acciones que alguno de ellos se proponga transmitir por título oneroso ínter-vivos a persona que no sea su cónyuge, ascendientes, descendientes a cuyo efecto deberá comunicar a la Administración de la Sociedad el número de las acciones a transmitir, el nombre y circunstancias del presunto adquirente y el precio ofrecido. La Administración lo comunicará inmediatamente a los demás accionistas, quienes tendrán un plazo de 30 días para ejercitar su derecho de adquisición preferente. Si fueren más de una los solicitantes, lasacciones se distribuirán entre ellos proporcionalmente al número de las que ya poseen. Caso de resultar exceso no prorrateada, se adjudicará sorteando una por una entre los solicitantes las acciones sobrantes, excluyéndose de los sucesivos sorteos a los ya favorecidos por los anteriores. Si ninguno de los accionistas manifestare dentro de plazo su propósito de adquirir las acciones ofrecidas, o hubiere sobrante, podrá adquirirlas la Sociedad en la forma legalmente permitida, dentro de otros treinta dias.Una vez comunicado al accionista enajenante que ni los socios ni la Sociedad están interesados en adquirir las acciones ofrecidas, o transcurridos los citados plazos sin comunicación alga podrá aquél transmitir libremente a la persona y por el precio anunciado las acciones en cuestión, con tal de hacerlo dentro de los dos meses siguientes al día en que haya quedado expedito su derecho. Transcurrido este último plazo sin haberse procedido a la enajenación, deberán repetirse los trámites indicados para intentarla de nuevo. En los casos de transmisión judicial se observarán las mismas formalidades y plazos para que los accionistas y su bsidiariamente la Sociedad pueda adquirir con preferencia las acciones, a contar dichos plazos desde que el adquirente comunique a la Administración de la Sociedad la adjudicación a su favor formalizada. El mismo derecho de adquisición preferente existirá en caso de donación o transmisión “mortis-causa” a favor de personas que no sean cónyuge o ascendientes o descendientes en linea directa del accionista, en cuyos casos los herederos, legatarios, donatarios deberán comunicar a la Administración de la Sociedad su titulo adquisitivo, a partir de cuyo momento se observarán los trámites y plazos previstos en los precedentes párrafos. El precio por el cual los accionistas, que ejerciten su derecho

de preferencia, o la Sociedad en su caso, podrán adquirir las acciones ofrecidas, será el que corresponda al valor real de las mismas, a menos que, en las enajenaciones onerosas, el precioofrecido por el presunto adquirente fuere menor. A falta de acuerdo acerca del valor real, se determinará por dos peritos, designados uno por cada parte, y en caso de discordia entre saos, por un tercer perno nombrado por ambas partes de mutuo acuerdo, ya falta de acuerdo por el Juez. La Sociedad no reconocerá como accionista al adquirente de acciones transmitidas sin los anteriores requisitos, ni mientras éste no comunique a aquella la adquisición ya efectuada. Si un accionista que deseare ejercitar elderecho preferente como consecuencia de una disposición legal que se lo impidiere no pudiese ejercitado, podrá designar persona natural o jurídica que se subrogue en su lugar y derecho a los efectos indicados. Sin perjuicio de ello, si la adquisición porun súbdito extranjero requiriese autorización administrativa, éste deberá manifestar en el plazo previsto si está o no dispuesto a adquirir, y en caso afirmativo, se suspenderán los plazos indicados en este articulo, hasta que recaiga decisión sobre el particular por la autoridad competente entendiéndose denegado si transcurridos doce meses nada se ha sabido al respecto. La iniciación del expediente por el presunto adquirente deberá efectuarse dentro dei plazo máximo de un mes a contar desde la contestación afirmativa. A fines de publicidad de lo dispuesto en el presente artículo, en los títulos representativos de las acciones figurará la mención: “La transmisión de esta acción se halla sujeta a las limitaciones establecidas en el articulo 10.- de los Estatutos Sociales”. TITULO IV RÉGIMEN Y ADMINISTRACIÓN DE LA SOCIEDAD. Artículo 11: El régimen y administración de la Sociedad corresponderá a: a) La Junta general de accionistas. b) Tres Administradores Solidarios. Ello sin perjuicio de los demás cargos que por disposiciónestatutaria o imperativa de la Ley puedan nombrarse. CAPITULO PRIMERO: DE LA JUNTA GENERAL. Artículo 12.- La Junta General de Accionistas legalmente constituida representa a todos los accionistas y sus acuerdos, adoptados de conformidad con estos Estatutos, serán obligatorios para todos los accionistas, incluso los disidentes y los que no hayan participado en la votación, dejando a salvo, no obstante, los derechos que la Ley confiere a los accionistas. Artículo 13.- Las Juntas Generales de Accionistas pueden ser Ordinarias o Extraordinarias. La Junta General Ordinaria se celebrará dentro de los seis primeros meses de cada ejercicio para censurar la gestión social, aprobar en su caso las cuentas del ejercido anterior y resolver sobre la distribución de resultados. Toda otra Junta será considerada Extraordinaria. Las Juntas Extraordinarias se reunirán cuando lo estime conveniente el órgano de Administración de la Sociedad a iniciativa propia o por petición de socios que representen como mínimo un 5% del capital soda], expresando.en la solicitud los asuntos a tratar en la Junta. En este supuesto, deberá convocarse la Junta para celebrarse dentro de los treinta días siguientes a la fecha en que se hubieserequerido notarialmente al órgano de Administración para convocarla. Articulo 14.- La convocatoria de la Junta, tanto Ordinaria como Extraordinaria, se hará mediante anuncio publicado en el Boletín Oficial del Registro Mercantil, así corno en uno de los diarios de mayor circulación en la provincia del domicilio social. Elanuncio se publicará por lo menos con quince días de antelación a la fecha fijada para la celebración, salvo en los casosde fusión y escisión en que la antelación deberá ser de un mes como mínimo. El anuncio deberá indicar si la Junta es Ordinaria o Extraordinaria y expresará la fecha de reunión en primera convocatoria y todos tos asuntos que han de tratarse. Igualmente señalará la fecha en que, si procediere, se reunirá la Junta en segunda convocatoria, debiendo mediar, por lo menos, un plazo de veinticuatro horas entre la primera y la segunda reunión. La convocatoria a las Juntas, tanto Ordinarias como Extraordinarias, se harán además individualmente a cada accionista por carta certificada si residen en España, y carta certificada por correo aéreo si residen en el extranjera, con una antelación mínima de quince días a la fecha prevista para su celebración. Artículo 15.- La Junta General de Accionistas, tanto Ordinaria como Extraordinaria, quedará constituida validamente en primera convocatoria cuando los accionistas presentes o representados posean, al menos, el 25% del capital suscrito con derecho de votaEn segunda convocatoria, será válida la constitución de la

Junta cualquiera que sea el capital concurrente a la misma. No obstante ello, para que la Junta General Ordinaria o Extraordinaria pueda acordar validamente la emisión de obligaciones, el aumento o reducción de capital, la transformación, fusión o escisión de la Sociedad y, en general, cualquier modificación de los Estatutos Sociales, será necesaria, en primera convocatoria, la concurrencia de accionistas presentes o representados que posean,al menos, el 50% del capital suscrito con derecho a voto. En segunda convocatoria sera suficiente la concurrencia dei 25% de dicho capital. No obstante lo dispuesto en los párrafos anteriores, la Junta se entenderá convocada y quedará validamente constituida para tratar de cualquier asunto, siempre que esté presente todo el capital social y los asistentes acepten por unanimidad la celebración de la Junta. Articulo 16.-Para asistir a las Juntas Generales es indispensable tener las acciones inscritas en el Libro Registro de Acciones, con cinco días de antelación a aquél en que deba celebrarse la Junta. Todo accionista que tenga derecho de asistencia conforme al párrafo anterior podrá ser representado en la Junta por medio de otra persona, aunque no sea accionista, por medio de autorización escrita firmada por el accionista ausente, en la que se especifique para qué Junta se otorga. Artículo 17.- Cada acción da derecho a un voto, y los acuerdos de la Junta se adoptarán por mayoría de votos entre los presentes y representados, salvo los casos en los qué la Ley prevé una votación favorable superior. Artículo 18: Las Juntas Generales se celebrarán en el domicilio social en la fecha y hora señaladas en la convocatoria. Las Juntas serán presididas por el asistente que al efecto designen los accionistas. El Presidente estará asistido por un Secretario, desempeñando tal función el asistente a la Junta que a este efecto designen los accionistas. El Presidente dirigirá las discusiones pudiendo resolver las cuestiones de procedimiento que surjan. Antes de entrar en el orden del día se formará la lista de asistentes, expresando el carácter o representación de cada uno y el número de acciones propias y ajenas con que concurran. Las deliberaciones y acuerdos de las Juntas se harán constar en acta sentada en el correspondiente libro, debiéndose aprobar las de cada sesión en la forma legalmente prevista. Las certificaciones de tales actas serán extendidas por las personas facultadas según la Ley. Artículo 19.- Los acuerdos validamente adoptados por las Juntas Generales serán desde su aprobación ejecutivos de acuerdo con lo previsto en el artículo 113 de la Ley de Sociedades Anónimas y obligatorios para todos los accionistas, incluso para los ausentes o disidentes, sin necesidad de que recaiga aprobación del acta en una Junta posterior, y salvo las aniones de impugnación y separación, en su caso, que la Ley concede a los accionistas. CAPITULO SEGUNDO: DE LA ADMINISTRACIÓN SOCIAL Artículo 20: La Administración y representación legal de la Sociedad estará a cargo de tres Administradores Solidarios. Los Administradores serán nombrados y separados libremente por la Junta General y ejercerán el cargo por plazo de cinco años, pudiendo ser reelegidos una o más veces por períodos de igual duración máxima. La Junta General de Accionistas determinará la cuantía de la retribución, la cual vendrá constituida en una participación en las gananciasde la Sociedad que será como máximo el 10% de aquellas, respetando lo que ordena el artículo 130 de la Ley de Sociedades Anónimas. Articulo 21.-El órgano de Administración ostentará la representación de la Sociedad, en juicio y fuera de él, en cuántos asuntos afecten al giro y tráfico de la Sociedad. TITULO V DE LAS CUENTAS ANUALES Y APLICACION DE RESULTADOS Artículo 22.- El órgano de Administración deberá formular en el plazo máximo de tres meses contados a partir del cierre del ejercicio social, las cuentas anuales, es decir, el Balance, la Cuenta de Pérdidas y Ganancias y la Memora, así cono el informe de gestión y la propuesta de aplicación de resultados, correspondientes a dicho ejercicio social, con los raquis tos establecidos por la Ley. Las cuentas anuales y el informe de gestión deberán ser revisados por los Auditores de Cuentas, salvo en el caso de que la Sociedad pueda presentar balance abreviado, según lo previsto en la Ley de Sociedades Antónimas. y se someterán, a examen de los accionistas. y a la consideración y aprobación, en su caso,de la Junta General Ordinaria, con los requisitos establecidos en la Ley de Sociedades Anonimas. TITULO VI TRANSFORMACION FUSION ESCISION DISOLUCIÓN Y LIQUIDACION DE LA SOCIEDAD. Articulo 23.- La Junta

General Extraordinaria de Accionistas convocada a tal fin, podrá acordar y llevar a cabo la transformación, fusión y escisión de la Sociedad, observandose en todo momento cuanto disponen al respecto la Ley de Sociedades Anonimas y los presentes Estatutos. Artículo 24.- La Sociedad podrá disolverse previo acuerdo de la Junta General de Accionistas y por cualquiera de las causas establecidas en el articulo 260 de la Ley de Sociedades Anónimas. Artículo 25.- Acordada la disolución, la liquidación se llevará a cabo, en su caso, conforme a lo dispuesto en la Ley de Sociedades , Anónimas. A tal fin, la Junta General de Accionistas nombrará uno o más liquidadores, en número impar, y les conferirá eloportuno mandato. Artículo 26.- Terminada la liquidación, el liquidador o liquidadores prepararán el Balance final y determinarán el valor de los bienes sociales y la mota de liquidación que corresponda a cada acción. DISPOSICIONES GENERALES Articulo 27.- 1. Cualquier cuestión para la interpretación y aplicación de los presente Estatutos Sociales que lo precise, salvo aquellas reguladas por la Ley de Sociedades Anónimas, será dirimida por arbitraje de equidad, conforme a la Ley 36/1988, de 5 de diciembre. 2. No podrán ocupar cargos en la Sociedad, ni ejercerlos, las personas declaradas Incompatibles por cualquier precepto.

EX-3.9.2

Exhibit 3.9.2

Interactive Commercial Information from the Registries of Commerce of Spain

REGISTRY OF COMMERCE OF BARCELONA

Issued on: 05/19/2011 at 11:26 a.m.

BYLAWS

GENERAL DATA

Name:	MOVACO SA
Start of Operations:	09/21/1987
Corporate Address:	CAN GUASCH S/N POLÍGONO LEVANTE PARETS
Duration:	INDEFINITE
C.I.F. [Tax Identification Code]:	A58426008
Registry Information:	Sheet B-112975
	Volume 41752
	Page 199

Corporate Purpose: THE MANUFACTURE, IMPORT, EXPORT, PREPARATION, DISTRIBUTION AND SALE OF REAGENTS, CHEMICALS, IN PARTICULAR THOSE DESTINED FOR LABORATORIES AND HEALTH CENTERS, AND MATERIALS, DEVICES AND INSTRUMENTS FOR MEDICAL AND SURGICAL USE OR THE MANUFACTURE, IMPORT, EXPORT, PREPARATION, DISTRIBUTION, SALE, TECHNICAL SUPPORT AND AFTER SALES SERVICE OF REAGENTS, THERAPEUTIC, DIETARY AND PARAPHARMACEUTICAL PRODUCTS, ETC. THE MANUFACTURE, IMPORT, EXPORT, PREPARATION, DISTRIBUTION, SALE, TECHNICAL SUPPORT AND AFTER SALES SERVICE OF REAGENTS, THERAPEUTIC, DIETARY AND PARAPHARMACEUTICAL PRODUCTS, PHARMACEUTICAL SPECIALTIES.

Structure of the governing body: Joint/Indistinct Managers

Last accounts deposited: 2009

VALID TITLE REGISTRATION REQUESTS

There are no valid title registration requests

SPECIAL SITUATIONS

There are no special situations

BYLAWS

BYLAWS: TITLE I. NAME, PURPOSE, ADDRESS AND DURATION. Article 1.- The Company called MOVACO, S.A., is a commercial company, established as a corporation, under Spanish law and is it governed by these Bylaws and, in all matters not covered herein or in all mandatory matters, by the Consolidated Text of the Corporations Act of December 22, 1989, the Commercial Code and other applicable current provisions. Article 2.- The company’s purpose is the manufacture, import, export, preparation, distribution, sale, technical support and after sales service of reagents, therapeutic, dietary and parapharmaceutical products, pharmaceutical and consumer health care specialties, medicines and chemical products. Sales, marketing and distribution of any medical-surgical material, device, instrument and product that has an application or direct or indirect use related to health in the broadest sense, including the sale of medical books and the marketing of clinical and office furniture in general. Maintenance, repair and leasing of medical, surgical, therapeutic and optical equipment and supplies, of an electrical and electronic type; maintenance and repair of equipment and facilities for lifting and horizontal transportation equipment, and in particular elevators, freight elevators, escalators, conveyor belts and chains, mechanical and pneumatic elevators, pneumatic tubes and distribution mechanisms. Manufacture, sales, marketing, export and distribution of all type of material, computer products and hardware and software activities taking part both in certain phases of their execution and/or programming and in the whole process, development, implementation and integration of technology and/or information systems, and typing and data recording or capture services via electronic means and the digitalization or conversion of document formats through the use of information and telecommunications technologies; tasks covering the planning, analysis, design, construction, testing and maintenance of information systems and computer programs and applications; preventive, corrective and perfective maintenance and the repair of equipment and hardware and software systems for information processing, as well as the broadcasting and receiving equipment thereof and the corresponding systems and transmission methods. Voice and/or data communication services, the lease of circuits for voice and/or data transmission and in general value added services on telecommunications networks: commissioning, monitoring, management and control of computer equipment and systems and telematic infrastructures for the operation of computer programs and applications, and in general technology evaluation and certification services. All those activities for which the Law requires special requirements which are not met by this Company are excluded from the corporate purpose. Article 3.- The Company establishes its corporate offices in Polígono Levante, Calle Can Guasch s/n, 08150 Parets del Vallés, and may decide to relocate within the same town, establish branches, offices or agencies anywhere in Spain or abroad, by agreement of the Governing Body. Article 4.- The duration of the Company will be indefinite; it began operations on September 21, 1987. Article 5.- The fiscal year begins on the first day of January and ends on December 31st of each year, with the exception of the year ending on December 31, 1997, which began on August 1, 1997. TITLE II. SHARE CAPITAL AND SHARES. Article 6.- The share capital is set at 2,404,601 Euros, represented by 80,020 registered shares, each with a nominal value of 30.05 Euros, numbered consecutively from 1 to 80,020, both included. The shares will be represented by a certificate, share books will be issued; they may incorporate one or more shares of the same series and will contain all the legal provisions of

Article 53 of the Corporations Act. The shares are subscribed and paid in full. The Company shall keep a Shares Registry Book in which the successive transfers of shares will be recorded, as well as the establishment of any real rights and other liens. Article 7.- The Company considers the shares to be indivisible, so it will only recognize one owner per share. The co-owners of any share must be represented before the Company by a single person, notwithstanding the fact they will be severally and jointly liable for all liabilities arising from ownership of the share. TITLE III. RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERS. Article 8.- The acquisition of one or more shares implies agreement with and acceptance of these Bylaws, and being a shareholder implies, without exception, not only the acceptance of these Bylaws, but also compliance with the agreements of the General Shareholders Assembly, with the decisions of the Governing Body, and compliance with all other obligations arising from the deed of incorporation or the application or interpretation of these Bylaws, notwithstanding, however, the rights and remedies the Law grants to shareholders. Article 9.- Each share grants its legitimate holder the status or condition of being a shareholder with the rights and obligations inherent thereto, in accordance with these Bylaws and the legal dispositions in force, and among them: 1.- Proportionate share in the Company’s profits. 2.- Proportionate share in the Company’s assets resulting from the Company’s liquidation. 3.- The right of first refusal in the event of new share issues. 4.- The right to attend and vote in the General Assemblies. 5.- The right to transfer, pledge, offer as collateral or otherwise dispose of the legal or beneficial ownership of their shares, as provided in these Bylaws. 6.- All others conferred by the Law. Article 10.- The shares may be transferred by any means permitted by Law. Nevertheless, the shareholders and alternatively the Company will have the right of first refusal to acquire all or part of the shares that any shareholder wishes to dispose of inter vivos for consideration to any person other than their spouse, progenitors or progeny to which end they must notify the Company’s Managers as to the numbers of the shares to be transferred, the name and details of the alleged purchaser and the price offered. The Managers shall notify this immediately to the other shareholders, who shall have a period of 30 days to exercise their rights of first refusal. If there were more than one applicant, the shares will be distributed among them in proportion to the number of shares they already hold. In the event there is a surplus which cannot be apportioned, it will be awarded by raffling the remaining shares one by one among the applicants, excluding from the successive draws those shareholders which have been awarded a share in the previous draws. If none of the shareholders stated their intent to acquire the offered shares, or there is a surplus, the Company may acquire them in the legally established manner, within another thirty days. After notifying the selling shareholder that neither the shareholders nor the Company are interested in purchasing the offered shares, or after the aforementioned periods have expired without any notification, the former may freely transfer the shares in question to the mentioned person at the mentioned price, provided they do so within two months following the day on which their right was confirmed. After this period has elapsed without the transfer taking place, the aforementioned formalities must be repeated to try the sale again. In cases of judicial transmission, the same formalities and deadlines will be followed so that the shareholders and alternatively the Company can have the right of first refusal for the shares, with said deadlines starting to count as of the time the person who acquired the shares notifies the Company’s Managers of the award formalized in their favor. The same right of first refusal will exist in case of a donation or “causa mortis” transfer in favor of persons other than the spouse or the shareholder’s direct ascendants or descendants, in which case the heirs, legatees or grantees must notify the Company’s Managers of the acquisition, at which point the procedures and deadlines foreseen in the preceding paragraphs shall apply. The price at which the shareholders, who exercise their right of first refusal, or the Company in its case, may acquire the

offered shares, shall be the real value thereof, unless, in transfers for consideration, the price offered by the alleged acquirer is less. In the event of a lack of agreement about the actual value, it shall be determined by two experts, one appointed by each party, and in the event of a disagreement between them, by a third expert appointed by mutual agreement of both parties, and failing agreement by a Judge. The Company will not recognize anyone as a shareholder if they acquired the shares without complying with the above requirements, nor until they notify the Company of the already made acquisition. If a shareholder who wishes to exercise the right of first refusal cannot exercise it as a result of a legal provision that impedes it, they may appoint a natural or legal person who may take their place and rights for the aforementioned purposes. Notwithstanding the foregoing, if the acquisition by a foreign national requires administrative authorization, they must state whether or not they intend to acquire the shares within the scheduled deadline, and if they do intend to acquire them, the deadlines specified in this article will be suspended, until the final decision on the matter has been made by the competent authority, it being understood as denied if after twelve months nothing has been heard. The party stating their intent to acquire the shares must start the procedure within a maximum of one month counted from the date of the affirmative answer. In order to divulge the provisions in this article, the certificates for the shares shall carry the words: “The transmission of this share is subject to the limitations established in Article 10.- of the Corporate Bylaws.” TITLE IV. GOVERNANCE AND MANAGEMENT OF THE COMPANY. Article 11.- The governance and management of the Company shall be conferred upon: a) The General Shareholders Assembly. b) Three Joint and Several Managers. This notwithstanding any other positions that may be appointed pursuant to the bylaws or legal imperatives. FIRST CHAPTER: ON THE GENERAL ASSEMBLY. Article 12.- The legally established General Shareholders Assembly represents all the shareholders and its decisions, adopted pursuant to these Bylaws, will be binding on all shareholders, including the dissenting ones and those who did not take part in the vote, notwithstanding, however, the rights conferred by the Law to shareholders. Article 13.- The General Shareholders Assemblies may be Ordinary or Extraordinary. The Ordinary General Shareholders Assembly will be held within the first six months of each fiscal year to review the company’s management, approve, in its case, the previous year’s accounts and decide on the distribution of results. All other Assemblies shall be considered Extraordinary. The Extraordinary Assemblies will convene whenever the Company’s Governing Body deems appropriate or at the request of shareholders representing at least 5% of the share capital, stating in the request the matters to be discussed at the Assembly. In this case, the Assembly must be convened to be held within thirty days from the date on which the Governing Body received a notarized request to convene the Assembly. Article 14.- The convening of the Assembly, whether Ordinary or Extraordinary, shall be through an announcement published in the Official Gazette of the Registry of Commerce, as well as in one of the largest circulation newspapers in the province of the corporate address. The announcement will be published at least fifteen days before the date set for the Assembly, except in the event of mergers and splits, in which case the advance notice must be sent at least one month before. The announcement must state whether the Assembly is Ordinary or Extraordinary, and will state the date the meeting will be held on first call and all the matters to be addressed. Likewise, it shall also state the date on which, if appropriate, the Assembly will meet on second call, and there must be, at least, twenty-four hours between the first and second call. The announcement of the Assemblies, both Ordinary and Extraordinary, will also be sent individually to each shareholder by registered letter if they live in Spain, and airmail letter if they live abroad, at least fifteen days before the date scheduled for the Assembly. Article 15.- The General Shareholder Assembly, both Ordinary and Extraordinary, will be validly established on first call when the shareholders, present or represented, hold at least 25% of the subscribed capital with voting rights. On second call, the Assembly will be validly established regardless of the capital that is in attendance.

However, in order for the Ordinary or Extraordinary General Assembly to be able to validly agree to issue bonds, increase or reduce capital, transform, merge or split the Company and, in general, make any amendment to the Corporate Bylaws, it will require, on first call, the attendance of shareholders, present or represented, holding, at least, 50% of the subscribed capital with voting rights. On second call, the attendance of 25% of said capital will be enough. Notwithstanding the provisions in the paragraphs above, the Assembly shall be deemed to be convened and will be validly established to discuss any matter, whenever all the share capital is present and the attendees unanimously agree to hold the General Assembly. Article 16.- In order to attend the General Assemblies, it is essential for the shares to be registered in the Shares Registry Book, at least five days before the day on which the Assembly should be held. Any shareholder who is entitled to attend in accordance with the preceding paragraph may be represented at the Assembly by another person, even if they are not a shareholder, by means of a written authorization signed by the absent shareholder, specifying for which Assembly it is granted. Article 17.- Each share gives the right to one vote, and the Assembly’s agreements will be decided by the majority vote of those present or represented, except for those cases where the Law establishes a higher favorable vote. Article 18.- The General Assemblies will be held at the corporate address on the date and at the time indicated in the announcement. The Assemblies will be chaired by the assistant appointed for that purpose by the shareholders. The Chairman will be assisted by a Secretary, filling the role of assistant to the Assembly appointed for that purpose by the shareholders. The Chairman shall direct the discussions and may resolve the procedural issues that arise. Before starting on the items in the agenda, a list of attendees will be prepared, stating the nature or representation of each attendee and the number of shares, theirs and belonging to others, with which they attend the Assembly. The deliberations and decisions of the Assemblies will be recorded in the appropriate minutes in the corresponding book, with each Assembly’s minutes being approved in the legally established manner. The certificates of said minutes shall be issued by the persons authorized by the Law. Article 19.- The validly adopted agreements reached by the General Assemblies will be effective as of their approval in accordance with the provisions of Article 113 of the Corporations Act and will be binding on all shareholders, including those absent or dissenting, without the need for the approval of the minutes in a subsequent Assembly, and subject to the rights to challenge and separation, if any, that the Law grants to shareholders. SECOND CHAPTER: ON THE COMPANY MANAGEMENT. Article 20.- The Management and legal representation of the Company will fall on three Joint and Several Managers. The Managers will be freely appointed and dismissed by the General Assembly and shall serve for a term of five years, and they may be reelected one or more times for periods of equal maximum length. The General Shareholders Assembly shall determine the amount of the remuneration, which will consist of a share in the Company’s profits which shall not exceed 10% thereof, respecting the provisions of Article 130 of the Corporations Act. Article 21.- The Governing Body shall represent the Company, in and out of court, in whatever matters affect the Company’s business and affairs. TITLE V. ON THE ANNUAL ACCOUNTS AND APPLICATION OF RESULTS. Article 22.- The Governing Body must prepare, within a maximum period of three months from the close of the fiscal year, the annual accounts, that is, the Balance Sheet, the Profit and Loss Statement and the Notes, as well as the management report and the proposed application of results, for said fiscal year, with the requirements established by Law. The annual accounts and the management report must be reviewed by the Auditors, except when the Company may submit an abridged balance, as provided in the Corporations Act, and will be submitted to consideration by the shareholders, and to the consideration and approval, in its case, of the General Shareholders Assembly, with the requirements established in the Corporations Act. TITLE VI. TRANSFORMATION, MERGER, SPLIT, DISSOLUTION AND LIQUIDATION OF THE COMPANY. Article 23.- The Extraordinary General Shareholders Assembly, convened for that purpose, may arrange and carry out

the transformation, merger and split of the Company, complying at all times with the provisions in that regard of the Corporations Act and these Bylaws. Article 24.- The Company may be dissolved with the prior agreement of the General Shareholders Assembly and for any of the grounds specified in Article 260 of the Corporations Act. Article 25.- Once the dissolution has been agreed upon, the liquidation will take place, in its case, pursuant to the provisions of the Corporations Act. To that end, the General Shareholders Assembly shall appoint one or more liquidators, in an odd number, and will confer the appropriate mandate upon them. Article 26.- After the liquidation, the liquidator or liquidators will prepare the Final Balance Sheet and will determine the value of the corporate assets and the liquidation quota which corresponds to each share. GENERAL PROVISIONS. Article 27.- 1. Any question concerning the interpretation and application of these Corporate Bylaws that so requires, except those regulated by the Corporations Act, shall be settled by arbitration in equity, pursuant to Law 36/1988, of December 5. 2. Those persons declared incompatible under any precept may not hold positions in the Company, or exercise them.

EX-3.10.1

Exhibit 3.10.1

Información Mercantil interactiva de los Registros Mercantiles de España

REGISTRO MERCANTIL DE BARCELONA

Expedida el día: 18/05/2011 a las 15:26 horas.

ESTATUTOS

DATOS GENERALES

Denominación:	LABORATORIOS GRIFOLS SA
Inicio de Operaciones:	05/06/1989
Domicilio Social:	POLIGONO LEVANTE C/CAN GUASCH S/N PARETS DEL VALLES
Duración:	INDEFINIDA
C.I.F.:	A58852617
Datos Registrales:	Hoja B-111831 Tomo 42375 Folio 184

Objeto Social: CONSISTIRÁ EN LA PRÁCTICA DE INVESTIGACIONES CLÍNICAS Y BIOLÓGICAS Y LA PREPARACIÓN DE REACTIVOS Y PRODUCTOS TERAPÉUTICOS Y DIETÉTICOS, Y EN ESPECIAL EN LOS SERVICIOS DE BANCO DE SANGRE Y ETC.

Estructura del órgano:	Administradores Solidarios/Indistintos
Último depósito contable:	2009

  ASIENTOS DE PRESENTACION VIGENTES

No existen asientos de presentación vigentes

  SITUACIONES ESPECIALES

No existen situaciones especiales

  ESTATUTOS

ESTATUTOS TITULO I DENOMINACION, OBJETO, DOMICILIO Y DURACION Artículo 1.- La Compañía denominada LABORATORIOS GRIFOLS, S.A., es de naturaleza mercantil, forma de anónima, nacionalidad española y se rige por los presentes Estatutos y, en cuanto en ellos no estuviere dispuesto o sea de aplicación preceptiva, por el Texto Refundido de la Ley de Sociedades Anónimas de 22 de Diciembre de 1989, Código de Comercio y demás disposiciones vigentes de aplicación. Artículo 2.- El objeto de esta sociedad consistirá en la práctica de investigaciones clínicas y biológicas y la preparación de reactives y productos terapéuticos y dietéticos, y en especial en los servicios de banco de sangre y derivados, en las técnicasanalítico-clínicas y biológicas propias de las mismas. Artículo 3.- La Sociedad establece su domicilio en Polígono Levante, Calle Can Guasch s/n, 08150 Parets del Valles, pudiendo acordar su traslado dentro del mismo término municipal, establecer sucursales, oficinas o agencias en cualquier lugar de España odel extranjero, por acuerdo dei órgano de Administración. Artículo 4.- La duración de la Sociedad será por tiempo indefinido. Artículo 5.- El ejercicio social empezará el día primero de enero y terminará el día 31 de diciembre de cada año; por excepción el ejercicio que terminará el 31 de diciembre de 1997, se ha iniciado el dia 1 de agosto de 1997. TITULO II CAPITAL SOCIAL Y ACCIONES Artículo 6.- El capital social se fija en la suma de 11. 798.351,20 Euros, representados por 392.624 acciones nominativas, de valor nominal 30,05 Euros cada una de ellas, numeradas correlativamente del 1 al 392.624, ambos inclusive. Las acciones estarán representadas por medio de títulos, se extenderán de libros talonarios, podrán incorporar una o más acciones de la misma serie y contendrán todas las circunstancias legales previstas en el artículo 53 de la Ley de Sociedades Anónimas Las acciones están suscritas y desembolsadas en su totalidad. La Sociedad llevará un Libro Registro de Acciones en el que se anotarán las sucesivas transferencias de las acciones así como la constitución de derechos reales y otros gravámenessobre aquellas. Artículo 7.- Las acciones son indivisibles con respecto a la Sociedad, de modo que ésta no reconocerá más que a un solo propietario por cada acción. Los co-propietarios de una acción deberán hacerse representar ante la Sociedad por una sola persona, sin perjuicio de responder todos solidariamente de cuántas obligaciones se deriven de la propiedad de la acción. TITULO III DERECHOS Y OBLIGACIONES DE LOS SOCIOS Artículo 8.- La adquisición de una o más acciones presupone la conformidad y aceptación de los presentes Estatutos, y el estado o condición de accionista implica, sin excepción, no solamente la aceptaciónde los presentes Estatutos sino la conformidad con los acuerdos de la Junta General de Accionistas, con las decisiones del Órgano de Administración, el cumplimiento de todas las demás obligaciones resultantes de la escritura de constitución o la aplicación o interpretación de los presentes Estatutos, dejando a salvo, no obstante, los derechos y acciones que la Ley confiere a los accionistas. Artículo 9.- Cada acción confiere a su titular legitimo el estado o condición de accionista con los derechos y obligaciones inherentes a la misma, de acuerdo con los presentes Estatutos y las disposiciones legales en vigor, y entre ellos: 1.-Participación proporcional en los beneficios de la Sociedad. 2.- Participación proporcional en el patrimonio social que resulte de la liquidación de la Sociedad. 3.- El derecho de preferente suscripción en el caso de emisión de nuevas acciones. 4.- El derecho de asistir y votaren las Juntas Generales. 5.- El derecho de transmitir, dar en prenda, ofrecer en garantía o de cualquier otro modo disponer del titulo legal o beneficia) de sus acciones, conforme a lo dispuesto en los presentes Estatutos. 6.- Los demás conferidos por la Ley. Artículo 10.- Las acciones serán transmisibles por cualquiera de los medios admitidos en Derecho. Ello no obstante, los accionistas y subsidiariamente la Sociedad tendrán derecho preferente para adquirir la totalidad o parte de las acciones que alguno deellos se proponga transmitir por título oneroso inter-vivos a persona que no sea su cónyuge,

ascendientes, descendientes a cuyo efecto deberá comunicar ala Administración de la Sociedad el número de las acciones a transmitir, el nombre y circunstancias del presunto adquirente y el precio ofrecido. La Administración lo comunicará inmediatamente a los demás accionistas, quienes tendrán un plazo de treinta días para ejercitar su derecho de adquisición preferente. Si fueren más de uno los solicitantes, las acciones se distribuirán entre ellos, proporcionalmente al número de las que ya posean. Caso de resultar exceso no prorrateable, se adjudicará sorteando una por una entre los solicitantes las acciones sobrantes, excluyéndose de los sucesivos sorteos a los ya favorecidos por los anteriores. Si ninguno de los accionistas manifestare dentro de plazo su propósito de adquirir las acciones ofrecidas, o hubiere sobrante, podrá adquiridas la Sociedad en la forma legalmente permitida, dentro de otros treinta días. Una vez comunicado al accionista enajenante que ni los socios ni la Sociedad están interesados en adquirir las acciones ofrecidas, o transcurridos los citados plazos sin comunicación alguna, podrá aquél transmitir libremente a la persona y por el precio anunciado las acciones en cuestión, con tal de hacerlo dentro de los dos meses siguientes al día en que haya quedado expedito su derecho. Transcurrido este último plazo sin haberse procedido a la enajenación, deberán repetirse los trámites indicados para intentarla de nuevo. En los casos de transmisión judicial se observarán las mismas formalidades y plazos para que los accionistas y subsidiariamente la Sociedad pueda adquirir con preferencia las acciones, a contar dichos plazos desde que el adquirente comunique ala Administración de la Sociedad la adjudicación a su favor formalizada. El mismo derecho de adquisición preferente existirá en caso de donación o transmisión “mortis-causa” a favor de personas que no sean cónyuge o ascendientes o descendientes enlínea directa del accionista, en cuyos casos los herederos, legatarios, donatarios deberán comunicar a la Administración de la Sociedad su título adquisitivo, a partir de cuyo momento se observarán los trámites y plazos previstos en los precedentes párrafos. El precio por el cual los accionistas, que ejerciten su derecho de preferencia, o la Sociedad en su caso, podrán adquirir las acciones ofrecidas, será el que corresponda al valor contable de las mismas, a menos que, en las enajenaciones onerosas, elprecio ofrecido por el presunto adquirente fuere menor. A falta de acuerdo acerca del valor real, se determinará por dos peritos, designados uno por cada parte, y en caso de discordia entre ellos, por un tercer perito nombrado por ambas partes de mutuo acuerdo, y a falta de acuerdo por el Juez. La Sociedad no reconocerá como accionista al adquirente de acciones transmitidas sin los anteriores requisitos, ni mientras éste no comunique a aquélla la adquisición ya efectuada. Si un accionista que deseare ejercitar el derecho preferente como consecuencia de una disposición legal que se lo impidiere no pudiese ejercitarlo, podrá designar persona natural o jurídica que se subrogue en su lugar y derecho a los efectos indicados. Sin perjuicio de ello, si la adquisición por un súbdito extranjero requiriese autorización administrativa, éste deberá manifestar en el plazo previsto si está o no dispuesto a adquirir, y en caso afirmativo, se suspenderán los plazos indicados en este articulo, hasta que recaiga decisión sobre el particular por la autoridad competente entendiéndose denegado si transcurridos doce meses nada se ha sabido al respecto. La iniciación del expediente por el presunto adquirente deberá efectuarse dentro del plazo máximo de un mes a contar desde lacontestación afirmativa. A fines de publicidad de lo dispuesto en el presente articulo, en los títulos representativos de las acciones figurará la mención: “La transmisión de esta acción se halla sujeta a las limitaciones establecidas en el articulo 10 delos Estatutos Sociales. TITULO IV RÉGIMEN Y ADMINISTRACIÓN DE LA SOCIEDAD ARTICULO 11.- El régimen y administración de la sociedad corresponderá a: a) La Junta general de accionistas. b) Tres Administradores Solidarios. Ello sin perjuicio de los demás cargos que por disposiciónestatutaria o imperativa de la Ley puedan nombrarse. CAPITULO PRIMERO: DE LA JUNTA GENERAL. Artículo 12.- La Junta General de Accionistas legalmente constituida representa a todos los accionistas y sus acuerdos adoptados de conformidad con estos Estatutos, serán obligatorios para todos los accionistas, incluso los disidentes y los que no hayan participado en la votación, dejando a salvo, no obstante, los derechos que la Ley confiere a los accionistas. Articulo

13.- Las Juntas Generales de Accionistas pueden ser Ordinarias o Extraordinarias. La Junta General Ordinaria sé celebrará dentro de los seis primeros meses de cada ejercicio para censurar la gestión social, aprobar en su caso las cuentas del ejercicio anterior y resolver sobre la distribución de resultados. Toda otra Junta será Considerada Extraordinaria. Las Juntas Extraordinarias se reunirán cuando lo estime conveniente el órgano de Administración de la Sociedad a iniciativa propia o por petición de socios que representen como mínimo un 5% del capital social, expresando en la solicitud los asuntos a tratar en la Junta. En este supuesto, deberá convocarse la Junta para celebrarse dentro de los treinta días siguientes a la fecha en que se hubiese requerido notarialmente al órgano de Administración para convocarla. Artículo 14.- La convocatoria de la Junta, tanto Ordinaria como Extraordinaria, se hará mediante anuncio publicado en el Boletín Oficial del Registro Mercantil, así como en uno de los diarios de mayor circulación en la provincia del domicilio social. El anuncio se publicará por lo menos con quince días de antelación a la fecha fijada para la celebración, salvo en los casos de fusión y escisión en que la antelación deberá ser de un mes como mínimo. El anuncio deberá indicar si la Junta es Ordinaria o Extraordinaria y expresará la fecha de reunión en primera convocatoria y todos los asuntos que han de tratarse. Igualmente señalará la fecha en que, si procediere, se reunirá la Junta en segunda convocatoria, debiendo mediar, por lo menos, un plazo de veinticuatro horas entre la primera y la segunda reunión. La convocatoria a las Juntas, tanto Ordinarias como Extraordinarias, se harán además individualmente a cada accionista por carta certificada si residen en España, y carta certificada por correo aéreo siresiden en el extranjero, con una antelación mínima de quince días a la fecha prevista para su celebración. Artículo 15.- La Junta General de Accionistas, tanto Ordinaria como Extraordinaria, quedará constituida validamente en primera convocatoria cuando los accionistas presentes o representados posean, al menos, el 25% del capital suscrito con derecho de voto. En segunda convocatoria, será válida la constitución de la Junta cualquiera que sea el capital concurrente a la misma. No obstante ello, para que la Junta General Ordinaria o Extraordinaria pueda acordar validamente la emisión de obligaciones, el aumento o reducción de capital, la transformación, fusión o escisión de la Sociedad y, en general, cualquier modificación de los Estatutos Sociales, será necesaria, en primera convocatoria, la concurrencia de accionistas presentes o representados que posean,al menos, el 50% del capital suscrito con derecho a voto. En segunda convocatoria será suficiente la concurrencia del 25% de dicho capital. No obstante lo dispuesto en los párrafos anteriores, la Junta se entenderá convocada y quedará válidamente constituida para tratar de cualquier asunto, siempre que esté presente todo el capital social y los asistentes acepten por unanimidad la celebración de la Junta. Artículo 16.- Para asistir a las Juntas Generales es indispensable tener las acciones inscritas en el Libro Registro de Acciones, con cinco dias de antelación a aquél en que deba celebrarse la Junta. Todo accionista que tenga derecho de asistencia conforme al párrafo anterior podrá ser representado en la Junta por medio de otra persona, aunque no sea accionista, por medio de autorización escrita firmada por el accionista ausente, en la que se especifique para qué Junta se otorga. Artículo 17.- Cada acción da derecho a un voto, y los acuerdos de la Junta se adoptarán por mayoría de votos entre los presentes y representados, salvo los casos en los que la Ley prevé una votación favorable superior. Articulo 18.- Las Juntas Generales se celebrarán en el domicilio social en la fecha y hora señaladas en la convocatoria. Juntas serán presididas por el asistente que al ef ecto designen los accionistas. El Presidente estará asistido por un Secretario, desempeñando tal función el asistente a la Junta que a este efecto designen los accionistas. El Presidente dirigirá las discusiones pudiendo resolver las cuestiones de procedimiento que surjan. Antes de entrar en el orden del día se formará la lista de asistentes, expresando el carácter o representación de cada uno y el número de acciones propias y ajenas con que concurran. Las deliberaciones y acuerdos de las Juntas se harán constar en acta sentada en el correspondiente libro, debiéndose aprobar las de cadasesión en la forma legalmente prevista. Las certificaciones de tales actas serán extendidas por las personas facultadas según la

Ley. Artículo 19.- Los acuerdos válidamente adoptados por las Juntas Generales serán desde su aprobación ejecutivos de acuerdo con lo previsto en el articulo 113 de la Ley de Sociedades Anónimas y obligatorios para todos los accionistas, incluso para los ausentes o disidentes, sin necesidad de que recaiga aprobación del acta en una Junta posterior, y salvo las acciones de impugnación y separación, en su caso, que la Ley concede a los accionistas. CAPITULO SEGUNDO: DE LA ADMINISTRACIÓN SOCIAL ARTICULO 20: La Administración y representación legal de la sociedad estará a cargo de tres Administradores Solidarios. Los Administradores serán nombrados y separados libremente por la Junta General y ejercerán el cargo por plazo de cinco años, pudiendo ser reelegidos una o más veces por períodos de igual duración máxima. La Junta General de Accionistas determinará la cuantía de la retribución, la cual vendrá constituida en una participación en las gananciasde la sociedad que será como máximo el 10% de aquéllas, respetanto lo que ordena el artículo 130 de la Ley de Sociedades Anónimas. Artículo 21.- El órgano de Administración ostentará la representación de la Sociedad, en juicio y fuera de él, en cuántos asuntos afecten al giro y tráfico de la Sociedad. TITULO V DE LAS CUENTAS ANUALES Y APLICACION DE RESULTADOS Articulo 22.- El órgano de Administración deberá formular en el plazo máximo de tres mese contados a partir del cierre del ejercicio social, las cuentas anuales, es decir, el Balance, la Cuenta dePérdidas y Ganancias y la Memoria, así como el informe de gestión y la propuesta de aplicación de resultados, correspondientes a dicho ejercicio social, con los requisitos establecidos por la Ley. Las cuentas anuales y el informe de gestión deberán ser revisados por los Auditores de Cuentas, salvo en el caso de que la Sociedad pueda presentar balance abreviado, según lo previsto en la Ley de Sociedades Anónimas, y se someterán, a examen de los accionistas, y a la consideración y aprobación, en su caso, de la Junta General Ordinaria, con los requisitos establecidos en la Ley de Sociedades Anónimas. TITULO VI TRANSFORMACION, FUSION, ESCISION, DISOLUCION Y LIQUIDACION DE LA SOCIEDAD Articulo 23.- La Junta General Extraordinaria de Accionistas convocada a tal fin, podrá acordar y llevar a cabo la transformación fusión y escisión de la Sociedad, observándose en todo momento cuánto disponen al respecto la Ley de Sociedades Anónimas y los presentes Estatutos. Artículo 24.- La Sociedad podrá disolverse previo acuerdo de la Junta General de Accionistas y por cualquiera de las causas establecidas en el artículo 260 de la Ley de Sociedades Anónimas. Artículo 25.- Acordada la disolución, la liquidación se llevará a cabo, en su caso, conforme a lo dispuesto en la Ley de Sociedades Anónimas. A tal fin, la Junta General de Accionistas nombrará uno o más liquidadores, en número impar, y les conferirá el oportuno mandato. Artículo 26.-Terminada la liquidación, el liquidador o liquidadores prepararán el Balance final y determinarán el valor de los bienes sociales y la cuota de liquidación que corresponda a cada acción. DISPOSICIONES GENERALES Articulo 27.- 1. Cualquier cuestión para la interpretación y aplicación de los presente Estatutos Sociales que lo precise, salvo aquellas reguladas por la Ley de Sociedades Anónimas, será dirimida por arbitraje de equidad, conformea la Ley 36/1988, de 5 de diciembre. 2. No podrán ocupar cargos en la Sociedad, ni ejercerlos, las personas declaradas incompatibles por cualquier precepto.

EX-3.10.2

Exhibit 3.10.2

Interactive Commercial Information from the Registries of Commerce of Spain
REGISTRY OF COMMERCE OF BARCELONA
Issued on: 05/18/2011 at 3:26 p.m.

BYLAWS

GENERAL DATA

Name:	LABORATORIOS GRIFOLS SA
Start of Operations:	06/05/1989
Corporate Address:	POLIGONO LEVANTE C/CAN GUASCH
	S/N PARETS DEL VALLES
Duration:	INDEFINITE
C.I.F. [Tax Identification Code]:	A58852617
Registry Information:	Sheet B-111831 Volume 42375 Page 184

Corporate Purpose: WILL CONSIST OF THE PERFORMANCE OF CLINICAL AND BIOLOGICAL RESEARCH AND THE PREPARATION OF REAGENTS AND THERAPEUTIC AND DIETARY PRODUCTS, AND IN PARTICULAR BLOOD BANK SERVICES AND ETC.

Structure of the governing body: Joint/Indistinct Managers

Last accounts deposited: 2009

VALID TITLE REGISTRATION REQUESTS

There are no valid title registration requests

SPECIAL SITUATIONS

There are no special situations

BYLAWS

BYLAWS. TITLE I. NAME, PURPOSE, ADDRESS AND DURATION. Article 1.- The Company called LABORATORIOS GRIFOLS, S.A., is a commercial company, established as a corporation, under Spanish law and it is governed by these Bylaws and, in all matters not covered herein or in all mandatory matters, by the Consolidated Text of the Corporations Act of December 22, 1989, the Commercial Code and other applicable current provisions. Article 2.- The Company’s purpose will consist of the performance of clinical and biological research and the preparation of reagents and therapeutic and dietary products, and in particular blood bank services and products, in the analytical-clinical and biological techniques inherent thereto. Article 3.- The Company establishes its corporate offices in Polígono Levante, Calle Can Guasch s/n, 08150 Parets del Vallés, and may decide to relocate within the same town, establish branches, offices or agencies anywhere in Spain or abroad, by agreement of the Governing Body. Article 4.- The duration of the Company will be indefinite. Article 5.- The fiscal year begins on the first day of January and ends on December 31st of each year, with the exception of the year ending on December 31, 1997, which began on August 1, 1997. TITLE II. SHARE CAPITAL AND SHARES. Article 6.- The share capital is set at 11,798,351.20 Euros, represented by 392,624 registered shares, each with a nominal value of 30.05 Euros, numbered consecutively from 1 to 392,624, both included. The shares will be represented by a certificate, share books will be issued; they may incorporate one or more shares of the same series and will contain all the legal provisions of Article 53 of the Corporations Act. The shares are subscribed and paid in full. The company shall keep a Shares Registry Book in which the successive transfers of shares will be recorded, as well as the establishment of any real rights and other liens thereon. Article 7.- The Company considers the shares to be indivisible, so it will only recognize one owner per share. The co-owners of any share must be represented before the Company by a single person, notwithstanding the fact they will be severally and jointly liable for all liabilities arising from ownership of the share. TITLE III. RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERS. Article 8.- The acquisition of one or more shares implies agreement with and acceptance of these Bylaws, and being a shareholder implies, without exception, not only the acceptance of these Bylaws, but also compliance with the agreements of the General Shareholders Assembly, with the decisions of the Governing Body, and compliance with all other obligations arising from the deed of incorporation or the application or interpretation of these Bylaws, notwithstanding, however, the rights and remedies the Law grants to shareholders. Article 9.- Each share grants its legitimate holder the status or condition of being a shareholder with the rights and obligations inherent thereto, in accordance with these Bylaws and the legal dispositions in force, and among them: 1.- Proportionate share in the Company’s profits. 2.- Proportionate share in the Company’s assets resulting from the Company’s liquidation. 3.- The right of first refusal in the event of new share issues. 4.- The right to attend and vote in the General Assemblies. 5.- The right to transfer, pledge, offer as collateral or otherwise dispose of the legal or beneficial ownership of their shares, as provided in these Bylaws. 6.- All others conferred by the Law. Article 10.- The shares may be transferred by any means permitted by Law. Nevertheless, the shareholders and alternatively the Company will have the right of first refusal to acquire all or part of the shares that any shareholder wishes to dispose of inter vivos for consideration to any person other than their spouse, ascendants or

descendants to which end they must notify the Company’s Managers as to the numbers of the shares to be transferred, the name and details of the alleged purchaser and the price offered. The Managers shall notify this immediately to the other shareholders, who shall have a period of thirty days to exercise their rights of first refusal. If there were more than one applicant, the shares will be distributed among them in proportion to the number of shares they already hold. In the event there is a surplus which cannot be apportioned, it will be awarded by raffling the remaining shares one by one among the applicants, excluding from the successive draws those shareholders which have been awarded a share in the previous draws. If none of the shareholders stated their intent to acquire the offered shares, or there is a surplus, the Company may acquire them in the legally established manner, within another thirty days. After notifying the selling shareholder that neither the shareholders nor the Company are interested in purchasing the offered shares, or after the aforementioned periods have expired without any notification, the former may freely transfer the shares in question to the mentioned person at the mentioned price, provided they do so within two months following the day on which their right was confirmed. After this period has elapsed without the transfer taking place, the aforementioned formalities must be repeated to try the sale again. In cases of judicial transmission, the same formalities and deadlines will be followed so that the shareholders and alternatively the Company can have the right of first refusal for the shares, with said deadlines starting to count as of the time the person who acquired the shares notifies the Company’s Managers of the award formalized in their favor. The same right of first refusal will exist in case of a donation or “causa mortis” transfer in favor of persons other than the spouse or the shareholder’s direct progenitors or progeny, in which case the heirs, legatees or grantees must notify the Company’s Managers of the acquisition, at which point the procedures and deadlines foreseen in the preceding paragraphs shall apply. The price at which the shareholders, who exercise their right of first refusal, or the Company in its case, may acquire the offered shares, shall be the book value thereof, unless, in transfers for consideration, the price offered by the alleged acquirer is less. In the event of a lack of agreement about the actual value, it shall be determined by two experts, one appointed by each party, and in the event of a disagreement between them, by a third expert appointed by mutual agreement of both parties, and failing agreement by a Judge. The Company will not recognize anyone as a shareholder if they acquired the shares without complying with the above requirements, nor until they notify the Company of the already made acquisition. If a shareholder who wishes to exercise the right of first refusal cannot exercise it as a result of a legal provision that impedes it, they may appoint a natural or legal person who may take their place and rights for the aforementioned purposes. Notwithstanding the foregoing, if the acquisition by a foreign national requires administrative authorization, they must state whether or not they intend to acquire the shares within the scheduled deadline, and if they do intend to acquire them, the deadlines specified in this article will be suspended, until the final decision on the matter has been made by the competent authority, it being understood as denied if after twelve months nothing has been heard. The party stating their intent to acquire the shares must start the procedure within a maximum of one month counted from the date of the affirmative answer. In order to divulge the provisions in this article, the certificates for the shares shall carry the words: “The transmission of this share is subject to the limitations established in Article 10 of the Corporate Bylaws.” TITLE IV. GOVERNANCE AND MANAGEMENT OF THE COMPANY. Article 11.- The governance and management of the company shall be conferred upon: a) The General Shareholders Assembly. b) Three Joint and Several Managers. This notwithstanding any other positions that may be appointed pursuant to the bylaws or legal imperatives. FIRST CHAPTER: ON THE GENERAL ASSEMBLY. Article 12.- The legally established General Shareholders Assembly represents all the shareholders and its decisions, adopted pursuant to these Bylaws, will be binding on all shareholders, including the dissenting ones and those who did not take part in the vote, notwithstanding, however, the rights

conferred by the Law to shareholders. Article 13.- The General Shareholders Assemblies may be Ordinary or Extraordinary. The Ordinary General Shareholders Assembly will be held within the first six months of each fiscal year to review the company’s management, approve, in its case, the previous year’s accounts and decide on the distribution of results. All other Assemblies shall be considered Extraordinary. The Extraordinary Assemblies will convene whenever the Company’s Governing Body deems them appropriate or at the request of shareholders representing at least 5% of the share capital, stating in the request the matters to be discussed at the Assembly. In this case, the Assembly must be convened to be held within thirty days from the date on which the Governing Body received a notarized request to convene the Assembly. Article 14.- The convening of the Assembly, whether Ordinary or Extraordinary, shall be through an announcement published in the Official Gazette of the Registry of Commerce, as well as in one of the largest circulation newspapers in the province of the corporate address. The announcement will be published at least fifteen days before the date set for the Assembly, except in the event of mergers and splits, in which case the advance notice must be sent at least one month before. The announcement must state whether the Assembly is Ordinary or Extraordinary, and will state the date the meeting will be held on first call and all the matters to be addressed. Likewise, it shall also state the date on which, if appropriate, the Assembly will meet on second call, and there must be, at least, twenty-four hours between the first and second call. The announcement of the Assemblies, both Ordinary and Extraordinary, will also be sent individually to each shareholder by registered letter if they live in Spain, and airmail letter if they live abroad, at least fifteen days before the date scheduled for the Assembly. Article 15.- The General Shareholder Assembly, both Ordinary and Extraordinary, will be validly established on first call when the shareholders, present or represented, hold at least 25% of the subscribed capital with voting rights. On second call, the Assembly will be validly established regardless of the capital that is in attendance. However, in order for the Ordinary or Extraordinary General Assembly to be able to validly agree to issue bonds, increase or reduce capital, transform, merge or split the Company and, in general, make any amendment to the Corporate Bylaws, it will require, on first call, the attendance of shareholders, present or represented, holding, at least, 50% of the subscribed capital with voting rights. On second call, the attendance of 25% of said capital will be enough. Notwithstanding the provisions in the paragraphs above, the Assembly shall be deemed to be convened and will be validly established to discuss any matter, whenever all the share capital is present and the attendees unanimously agree to hold the General Assembly. Article 16.- In order to attend the General Assemblies, it is essential for the shares to be registered in the Shares Registry Book, at least five days before the day on which the Assembly should be held. Any shareholder who is entitled to attend in accordance with the preceding paragraph may be represented at the Assembly by another person, even if they are not a shareholder, by means of a written authorization signed by the absent shareholder, specifying for which Assembly it is granted. Article 17.- Each share gives the right to one vote, and the Assembly’s agreements will be decided by the majority vote of those present or represented, except for those cases where the Law establishes a higher favorable vote. Article 18.- The General Assemblies will be held at the corporate address on the date and at the time indicated in the announcement. The Assemblies will be chaired by the assistant appointed for that purpose by the shareholders. The Chairman will be assisted by a Secretary, filling the role of assistant to the Assembly appointed for that purpose by the shareholders. The Chairman shall direct the discussions and may resolve the procedural issues that arise. Before starting on the items in the agenda, a list of attendees will be prepared, stating the nature or representation of each attendee and the number of shares, theirs and belonging to others, with which they attend the Assembly. The deliberations and decisions of the Assemblies will be recorded in the appropriate minutes in the corresponding book, with each Assembly’s minutes being approved in the legally established manner. The certificates of said minutes shall be issued by the persons authorized

by the Law. Article 19.- The validly adopted agreements reached by the General Assemblies will be effective as of their approval in accordance with the provisions of Article 113 of the Corporations Act and will be binding on all shareholders, including those absent or dissenting, without the need for the approval of the minutes in a subsequent Assembly, and subject to the rights to challenge and separation, if any, that the law grants to shareholders. SECOND CHAPTER: ON THE COMPANY MANAGEMENT. Article 20.- The Management and legal representation of the company will fall on three Joint and Several Managers. The Managers will be freely appointed and dismissed by the General Assembly and shall serve for a term of five years, and they may be reelected one or more times for periods of equal maximum length. The General Shareholders Assembly shall determine the amount of the remuneration, which will consist of a share in the Company’s profits which shall not exceed 10% thereof, respecting the provisions of Article 130 of the Corporations Act. Article 21.- The Governing Body shall represent the Company, in and out of court, in whatever matters affect the Company’s business and affairs. TITLE V. ON THE ANNUAL ACCOUNTS AND APPLICATION OF RESULTS. Article 22.- The Governing Body must prepare, within a maximum period of three months from the close of the fiscal year, the annual accounts, that is, the Balance Sheet, the Profit and Loss Statement and the Notes, as well as the management report and the proposed application of results, for said fiscal year, with the requirements established by Law. The annual accounts and the management report must be reviewed by the Auditors, except when the Company may submit an abridged balance, as provided in the Corporations Act, and will be submitted to consideration by the shareholders, and to the consideration and approval, in its case, of the General Shareholders Assembly, with the requirements established in the Corporations Act. TITLE VI. TRANSFORMATION, MERGER, SPLIT, DISSOLUTION AND LIQUIDATION OF THE COMPANY. Article 23.- The Extraordinary General Shareholders Assembly, convened for that purpose, may arrange and carry out the transformation, merger and split of the Company, complying at all times with the provisions in that regard of the Corporations Act and these Bylaws. Article 24.- The Company may be dissolved with the prior agreement of the General Shareholders Assembly and for any of the grounds specified in Article 260 of the Corporations Act. Article 25.- Once the dissolution has been agreed upon, the liquidation will take place, in its case, pursuant to the provisions of the Corporations Act. To that end, the General Shareholders Assembly shall appoint one or more liquidators, in an odd number, and will confer the appropriate mandate upon them. Article 26.- After the liquidation, the liquidator or liquidators will prepare the Final Balance Sheet and will determine the value of the corporate assets and the liquidation quota which corresponds to each share. GENERAL PROVISIONS. Article 27.- 1. Any question concerning the interpretation and application of these Corporate Bylaws that so requires, except those regulated by the Corporations Act, shall be settled by arbitration in equity, pursuant to Law 36/1988, of December 5. 2. Those persons declared incompatible under any precept may not hold positions in the Company, or exercise them.

EX-3.11.1

Exhibit 3.11.1

Grifols Italia S.p.a.
LIBRO DELLE ADUNANZE E DELLE DELIBERAZIONI DELLE ASSEMBLEE
Allegato “A” al n. 13158/7426 di Repertorio

Articolo 1

Denominazione

1. La società è denominata:

“GRIFOLS ITALIA S.P.A.”

Articolo 2

Sede

2. La società ha sede in San Giuliano Terme.

La società può istituire e sopprimere altrove, in Italia e all’estero, succursali, filali age rappresentanze, uffici e depositi.

Articolo 3

Oggetto

3. La Società ha per oggetto le seguenti attività.

a) L’importazione, I’acquisto, la fabbricazione, il confezionamento, I’immagazzinaggio, la registrazione, la vendlta, I’esportazione ed il commercio in genere di sostanze, composti, soluzioni, apparecchiature, strumenti, prodotti semilavorati e finiti per uso chirurgico, medico, diagnostico e terapeutico di tipo biologico, chimico, farmaceutico e biotecnologico.

b) La diffusione e I’informazione scientifica, medica e commerciale inerente ai settori sopra citati presso gli operatori sanitari e commerciali, anche mediante mezzi di comunicazione specifici e “media” in genere, ivi inclusa I’organizzazione di seminari, tavole rotonde e congressi.

c) La raccolta, il controllo ed il frazionamento del plasma nazionale e la produzione di emoderivati da tale plasma originati, e ciò per conto del Servizio Sanitario Nazionale, e/o delle Amministrazionl Regionali Italiane e/o di centri di raccolta e/o di ospedali. Allo scopo, Grifols Italia agira in nome e per conto ed in qualita di rappresentante esclusivo per lltalia delta società spagnola Istituto Grifols S.A. e potra in tale veste stipulare convenzioni, accordi e contratti con qualsiasi pubblica amministrazione e/o società privata.

d) La fornitura a terzi di prestazioni d’opera, anche intellettuale, nonché di servizi per I’industria farmaceutica relativi, a titolo esemplificativo e non esaustivo, alla gestione, all’amministrazione, alla promozione, all’informazione medico-scientifica e tecnica, al magazzinaggio ed alla distribuzione di prodotti farmaceutici, biologici, biotecnologici, di strumenti per la diagnostica, di dispositivi medici e chirurgici nonche di apparecchiature medicali in genere.

e) L’importazione, la distribuzione, la vendita e la commercializzazione di sistemi integrati (composti cioe da apparecchiature con relativo software di gestione) e non integrati nonche di strumenti per la logistica ospedaliera, per la dispensazione e per il monitoraggio della distribuzione di farmaci e di presidi medico chirurgici in genere, dalla farmacia centrale ospedaliera al letto del paziente, cosi come di apparecchiature per la preparazione e la distribuzione della dose unica.

f) L’instaurazione e lo sviluppo di rapporti con le autorità governative centrali e locali, con le autorita sanitarie centrali e locali, con la classe medica, con il mondo scientifico, con le

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LIBRO DELLE ADUNANZE E DELLE DELIBERAZIONI DELLE ASSEMBLEE

fondazioni e associazioni di settore al fine di cooperare con le medesime nello svolgimento di programmi di tutela della salute pubblica e dell’assistenza sanitaria.

Per il conseguimento e nell’ambito di tali finalità, la società potrà inoltre:

• prestare a favore di terzi avalli, fidejussioni ed ogni altra garanzia, anche reale, nonche svolgere attività di finanziamento purche non nei confronti del pubblico e comunque nel rispetto di quanto disposto dal decreto legislativo n. 385/1993;

• assumere, sia direttamente che indirettamente, interessenze e partecipazioni in altre società od imprese aventi oggetto analogo, connesso od affine al proprio cosi come costituire fondazioni e raggruppamenti temporanei di Impresa.

• raccogliere fondi presso i propri soci, sotto forma di mutui o prestiti, anche a titolo oneroso, nel rispetto delle leggi e dei regolamenti vigenti.

• acquistare, vendere, licenziare o comunque acquisire e/o cedere diritti di sfruttamento economico di marchi, brevetti industriali, know how, processi di fabbricazione, opere dell’lngegno cosi come di ogni altro diritto di proprietà industriale e/o intellettuale o a questi connesso.

• agire quale rappresentante e/o agente, esclusivo o non esclusivo di imprese nazionali o estere, progettare prodotti, sottoscrivere contratti di appalto di servizi, sia in veste di committente che di appaltatore.

Articolo 4

Durata

4. La durata della società è stabilita alla data della sua legale costituzione fino al 31 agosto 2100.

Articolo 5

Domicilio

5. II domicilio dei soci, degli amministratori, dei sindaci e del revisore, per i loro rapporti con la società, è quello che risulta dai libri soclali; è onere del socio comunicare il cambiamento del proprio domicilio.

In mancanza dell’indicazione del domicilio nel libro del soci si fa riferimento alla residenza anagrafica.

Articolo 6

Capitale e azioni

6. II capitale sociale è di Euro 2.496.000,00 (euro duemilioniquattrocentonovantaseimila), ed è diviso in numero 6.000 (seimila) azioni del valore nominale di Euro 416,00 (euro quattrocentosedici) ciascuna e può essere aumentato una o più volte per deliberazione dell’assemblea straordinaria degli azionisti anche mediante conferimenti in natura.

II capitale potra essere aumentato anche con emissioni di azioni aventi diritti diversi da quelli delle azioni gia emesse.

In caso di aumento di capitale in numerario spetta ai soci il diritto di opzione ai sensi dell’articolo 2441 del Codice Civile.

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Le azioni sono nominative, salvo diversa disposizione di legge.

Quando le azioni sono interamente liberate, possono essere nominative o al portatore e tramutabili dall’una all’altra specie a richiesta ed a spese dell’azionista.

Le nuove azioni offerte ai soci in opzione saranno in proporzione al capitale da loro posseduto.

Le azioni sono nominative quando ciò èprescritto dalle leggi vigenti secondo i terminl e le modalità dalle leggi stesse fissate, diversamente le azioni possono essere nominative od al portatore a scelta dell’azionista.

L’azione è indivisibile e da diritto ad un voto. II caso di comproprietà è regolato dalla legge.

Articolo 7

Obbliqazioni

7. La Società potrǻ emettere obbligazioni al portatore o nominative sotto I’osservanza delle disposizioni di legge.

La competenza ad emettere obbligazioni spetta all’Assemblea straordinaria dei soci.

Articolo 8

Finanziamenti

8. La società potrà acquisire dai soci finanziamenti a titolo oneroso o gratuito, con o senza obbligo di rimborso, nel rispetto delle normative vigenti, con particolare riferimento a quelle che regolano la raccolta di risparmio tra il pubblico.

La società potrà, inoltre, estendere finanziamenti ai soci a titolo oneroso ai fini del conseguimento dell’oggetto sociale.

Articolo 9

Trasferimento delle azioni

9. Le azioni sono liberamente trasferibili.

Articolo 10

Recesso

10. II diritto di recesso potrǻ essere esercitato dal socio nei casi previsti dalla legge.

Articolo 11

Unico socio

11. Quando le azioni risultano appartenere ad una sola persona o muta la persona dell’unico socio, gli amministratori, al sensi dell’ articolo 2362 codice civile, devono depositare per I’iscrizione nel registro delle imprese una dichiarazione contenente I’indicazione del cognome e nome o della denominazione, della data e luogo di nascita o di costituzione, del domicilio o della sede e cittadinanza dell’unico socio.

Quando si costituisce o ricostituisce la pluralità dei soci, gli amministratori ne devono depositare la dichiarazione per I’iscrizione nel registro delle imprese.

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L’unico socio o colui che cessa di essere tale può provvedere alla pubblicazione prevista nei commi precedenti.

Le dichiarazioni degli amministratori devono essere riportate entro trenta giorni dall’iscrizione nel libro, dei soci e devono indicare la data di tale iscrizione.

Articolo 12

Soggezione ad attività di direzione e controllo

12. La società deve indicare I’eventuale propria soggezione all’altruiattivita di direzione e coordinamento negli atti e nella corrispondenza, nonchèmediante iscrizione, a cura degli amministratori, presso la sezione del registro delle imprese di cui all’ articolo 2497-bis, comma secondo c.c.

Articolo 13

Competenze dell’assemblea ordinaria e straordinaria

13. L’Assemblea è ordinaria e straordinaria e delibera sulle materie ad essa riservate dalla legge.

Articolo 14

Convocazione dell’assemblea

14. L’Assemblea ordinaria viene convocata almeno una volta entro centoventi giorni dalla chiusura dell’esercizio sociale oppure, in considerazione della partecipazione di soci stranieri e della necessità di preparare bilanci certificati e consolidati di gruppo ed ogni qualvolta particolari esigenze relative alla struttura e all’oggetto della società lo richiedano, I’assemblea ordinaria per I’approvazione del bilancio può essere convocata entro 180 (centottanta) giorni dalla chiusura dell’esercizio sociale.

L’Assemblea è convocata dall’organo amministrativo, nella sede sociale, negli Stati Uniti d’America e nei paesi membri della Comunità Europea secondo quanto sarà indicato nell’avviso di convocazione.

Le adunanze delle assemblee ordlnarie possono svolgersi per videoconferenza o per teleconferenza, ovverosia con intervenuti dislocati in più luoghi, contigui o distanti, tele collegati, a condizione che siano rispettati, sostanzialmente, il metodo collegiale e i principi di buona fede e di parità di trattamento dei soci.

In particolare, è necessario che:

• sia consentito al Presidente dell’Assemblea, anche a mezzo del proprio ufficio di presidenza, di accertare I’identità e la legittimazione degli intervenuti, regolare lo svolgimento dell’adunanza, constatare e proclamare i risultati della votazione;

• sia consentito al soggetto verbalizzante di percepire adeguatamente gli eventi assembleari oggetto di verbalizzazione;

• sia consentito ai soggetti legittimamente ammessi all’Assemblea dal presidente di partecipare alla discussione e alla votazione simultanea sugli argomenti all’ordine del giorno;

• vengono indicati nell’avviso di convocazione (salvo che si tratti di Assemblea totalitaria) i luoghi audio/video collegati a cura della società, nei quali gli intervenuti potranno affluire.

L’Assemblea si considererà tenuta nel luogo in cui si trova il Presidente e dove deve pure

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trovarsi il segretario onde consentire la stesura e la sottoscrizlone del relativo verbale

L’Assemblea straordinaria è convocata per le deliberazloni di sua competenza quando organo amministrativo lo ritenga opportuno. La convocazione dovrà altresi essere fatta senza ritardo quando inoltrata richiesta ai sensi di legge.

Le convocazioni delle Assemblee sono fatte mediante pubblicazione dell’avviso contenente l’ordine del giorno nella Gazzetta Ufficiale o sul quotidiano “Corriere della Sera” o “La Nazione” o “II Sole 24 Ore”, ovvero mediante avviso comunicato ai soci mediante lettera raccomandata, telegramma, messaggio telematico od altro mezzo che garantisca la prova dell’avvenuto ricevimento, almeno otto giorni prima di quello fissato per l’Assemblea.

Articolo 15

Assemblee di seconda e ulteriore convocazione

15. Nell’avviso di convocazione potrà essere prevista una data di seconda e ulteriore convocazione per il caso in cui nell’adunanza precedente l’assemblea non risulti legalmente costituita.

Le assemblee in seconda o ulteriore convocazione devono svolgersl entro trenta giorni dalla data indicata nella convocazione per l’assemblea di prima convocazione.

L’assemblea di ulteriore convocazione non può tenersi il medesimo giorno dell’assemblea di precedente convocazione.

Articolo 16

Assemblea totalitaria

16. Anche in mancanza di formale convocazione, l’assemblea si reputa regolarmente costituita quando è rappresentato l’intero capitale sociale e partecipa all’assemblea la maggioranza dei componenti dell’organo amministrativo e la maggioranza dei componenti dell’organo di controllo.

In tale ipotesi ciascuno dei partecipanti può opporsi alla discussione (ed alla votazione) degli argomenti sui quail non si ritenga sufficientemente informato.

Articolo 17

Assemblea ordinaria: determinazione dei quorum

17. L’Assemblea ordinaria e regolarmente costituita con la presenza di tanti soci che rappresentino in proprio o per delega almeno la meta del capitale sociale.

In seconda o ulteriore adunanza l’Assemblea ordinaria è regolarmente costituita qualunque sia la parte di capitale sociale rappresentata,

L’Assemblea ordinaria, in prima, seconda e in ogni ulteriore convocazione, delibera con II voto i favorevole della maggioranza assoluta dei present.

Tuttavia non si intende approvata la delibera che rinunzia o che transige sull’azione di responsabilità nei confronti degli amministratori, se consta il voto contrario di almeno un quinto del capitale sociale.

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Articolo 18

Assemblea straordinaria: determinazione dei quorum

18. L’Assemblea straordinaria in prima convocazione e regolarmente costituita è delibera con il voto favorevole di più della meta del capitale sociale.

In seconda convocazione I’Assemblea straordinaria è validamente costituita con I’intervento di tanti soci che rappresentano oltre un terzo del capitale sociale e delibera con il voto favorevole di armeno due terzl del capitale rappresentato in Assemblea, salvo sempre le disposizioni di legge inderogabili.

Articolo 19

Leaittimazione a partecipare alle assemblee ed a votare

19. Per essere ammessi all’Assemblea i soci devono esibire i propri titoli al fine di dimostrare la leglttimazione a partecipare all’Assemblea, salvo che sia stato effettuato il deposito di cui al secondo comma dell’art. 2370 c.c.

Articolo 20

Rappresentanza del socio in assemblea: le deleghe

20. I soci possono farsi rappresentare per delega scritta da altra persona, con le limitazioni di cui all’art. 2372 del Codice Civile.

Articolo 21

Presidente e segretario dell’assemblea. Verbalizzazione

21. L’Assemblea, ordinaria è straordinaria, è presieduta dalla persona designata dagli
intervenuti.

II Presidente nomina un segretario anche non socio e sceglie, se lo crede del caso, due scrutatori fra gli azionisti ed i sindaci.

Le deliberazioni dell’Assemblea sono constatate da processo verbale firmato dal Presidente, dal Segretario ed eventualmente dagli scrutatori, in ottemperanza a quanto previsto dall’art. 2375 del c.c.

Nei casi di legge ed inoltre quando I’organo amministrativo lo ritenga opportuno, il verbale viene redatto da Notaio da lui scelto.

Non occorre l’assistenza del segretario nel caso in cui il verbale sia redatto da un Notaio.

Articolo 22

Organo amministrativo

22. La Società è amministrata da un Amministratore Unico o da un Consiglio di Amministrazione composto da due a nove consiglieri anche non soci.

Articolo 23

Divieto di concorrenza

23. Gli amministratori sono tenuti all’osservanza del divieto di concorrenza sancito dall’articolo 2390 del codice civile, salvo autorizzazione dell’Assemblea.

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Articolo 24

Nomina e sostituzione dell’organo amministrativo

24. La nomina degli amministratori spetta all’Assemblea ordinaria la quale ne stabilira numero all’atto della nomina.

Gli amministratori durano in carica per il tempo determinato dell’Assemblea che li nornina fermo il limite di tre esercizi previsto dalla legge, e sono rielegglbili.

Essi scadono alla data dell’assemblea convocata per I’approvazione del bilancio relativo all’ultimo esercizio della loro carica.

Se nel corso dell’esercizio vengono a mancare uno o più amministratori, gli altri provvedono a sostituirli con deliberazione approvata dal collegio sindacale, purche la maggioranza sia sempre costituita da amministratori nominati dall’assemblea.

Gli amministratori cosi nominati restano in carica fino alla successiva assemblea.

Qualora venga meno la maggioranza degli amministratori nominati dall’assemblea, quelli rimasti in carica devono convocare I’assemblea per la sostituzione degli amministratori mancanti.

Gli amministratori cosi nominati scadono insieme a quelli in carica all’atto della loro nomina.

Articolo 25

Presidente del consiglio di amministrazione

25. IL Consiglio elegge tra i propri membri un Presidente; può anche eleggere ove lo creda opportuno uno o più Vice Presidenti.

IL Presidente ed i Vice Presidenti sono rieleggibili.

IL Consiglio nomina un segretario il quale puo essere scelto all’infuori dei suoi membri.

Articolo 26

Delibere del consiglio di amministrazione

26. IL Consiglio si raduna tutte le volte che il Presidente lo ritenga opportuno oppure quando ne sia fatta richiesta dal Presidente, dal Collegio Sindacale, o anche da due soli dei consiglieri di amministrazione.

Le convocazioni saranno fatte dal Presidente nel luogo designato nell’avviso dl convocazione anche mediante raccomandata, telegramma, telefax, messaggio telematico ed ogni altro mezzo che garantisca la prova dell’avvenuto ricevimento, da inviarsi almeno tre giorni di calendario prima della riunlone.

IL Consiglio di Amministrazione si riunisce nel luogo indicate nell’avviso di convocazione, nella sede sociale o altrove, negli Stati Uniti d’America o nei paesi membri della Comunità Europea.

La riunione del Consiglio di Amministrazione sara presieduta dal Presidente o da altro Consigliere designate dal Consiglio di Amministrazione stesso.

Per la validita delle deliberazioni e necessaria la presenza della maggioranza degli amministratori in carica.

E’ ammessa la possibilita che le adunanze del Consiglio di Amministrazione si tengano per tele-

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                        LIBRO DELLE ADUNANZE E DELLE DELIBERAZIONI DELLE ASSEMBLEE

conferenza o video-conferenza a condizione che tutti i partecipanti possano essere identificati e sia loro consentito di seguire la discussione ed intervenire in tempo reale alla trattazione degli argomenti affrontati anche esaminando e scambiandosi documenti; verificandosi questi requisiti il Consiglio di Amministrazione si considereà tenuto nel luogo in cui si trova il Presidente e dove pure deve trovarsi il segretario onde consentire la stesura e la sottoscrizione dei verbali sul relativo libra.

Il Consiglio di Amministrazione è validamente costituito qualora, anche in assenza di formale convocazione, siano presenti tutti i consiglieri In carica e tutti i membri del collegio sindacale.

Le deliberazioni relative sono prese a maggioranza di voti espressi, ivi escluse le eventuali astensioni; in caso di parita di voti è preponderante il voto del Presidente della riunione.

Articolo 27

Competenza e poteri dell’organo ammmistrativo

27. L’organo amministrativo ha tutti i poteri per la gestione dell’impresa, ferma restando la necessità di specifica autorizzazione nei casi richiesti dalla legge.

Articolo 28

Remunerazione degli amministratori

28. L’Assemblea può determinare un importo complessivo per la remunerazione di tutti gli amministratori, inclusi quelli investiti di particolari cariche.

In assenza di delibera Assembleare avente in oggetto la remunerazione degli amministratori, questi ultimi avranno diritto al solo rimborso delle spese.

La remunerazione dell’Amministratore Delegato potra essere fissata dal Consiglio di Amministrazione, sentito il parere del Collegio Sindacale, nel rispetto dei limiti massimi eventualmente determinati dall’Assemblea.

Articolo 29

Controllo contabile

29. L’attivita di controllo contabile sulla Società è esercitata dal Collegio sindacale, salvi i casi in cui sia obbligatoria la nomina del revisore contabile o della società di revisione o la società proceda volontariamente alla nomina del revisore contabile o della società di revisione.

I requisiti, le funzioni, il conferimento dell’incarico, la responsabilità e le attivita del revisore contabile o della società di revisione sono regolati per legge.

L’attività è annotata in apposito libro conservato presso gli uffici operativi dell’organo di controllo.

Articolo 30

Collegio sindacale

30. IL Collegio Sindacale e composto da tre membri effettivi e due supplenti, nominati e funzionanti a norma di legge.

I sindaci durano in carica tre anni e sono rieleggibili.

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L’Assemblea che nomina i sindaci e il Presidente del Collegio Sindacale determina il compenso loro spettante.

IL Collegio Sindacale vigila sull’osservanza della legge e dello statuto, sul rispetto dei principl di corretta amministrazione ed in particolare sull’adeguatezza dell’assetto organlzzativo amministrativo e contabile adottato dalla società e sul suo concretò funzionamento.

Per tutta la durata del loro incarlco i sindaci debbono possedere i requisiti di cui all’articolo 2399 codice civile.

La perdita di tali requisiti determina la immediata decadenza del sindaco e la sua sostituzione con il sindaco supplente più anziano.

I sindaci scadono alla data dell’Assemblea convocata per I’approvazione del bilancio relativo al terzo esercizio della carica.

La cessazlone dei sindaci per scadenza del termine ha effetto dal momento in cui il collegio è stato ricostituito.

Il Collegio Sindacale si riunisce almeno ogni novanta giorni su iniziativa di uno qualsiasi dei sindaci. Esso è validamente costituito con la presenza della maggioranza dei sindaci e delibera con il voto favorevole della maggioranza assoluta dei sindaci.

Le riunioni possono tenersi anche con I’ausilio di mezzi telematlci, nel rispetto delle modalità previste per lo svolgimento dei lavori assembleari.

Articolo 31

Bilancio ed utili

31. Gli esercizi sociali si chiudono al 31 dicembre di ogni anno.

L’organo amministrativo provvede entro I termini e sotto I’osservanza delle disposizioni di legge, alla compilazione del bilancio corredandoli di una relazione sull’andamento della gestione sociale se richiesto dalla legge.

Sugli utili netti risultanti dal bilancio viene dedotto il 5% (cinque per cento) da assegnare alla riserva ordinaria fino a che questa non abbia raggiunto il quinto del capitale sociale.

IL residuo viene ripartito tra gli azionisti in proporzione delle azioni possedute salvo che I’Assemblea deliberi speciali prelevamenti a favore di riserve straordinarie o per altre destinazioni, oppure disponga di mandarli in tutto o in parte ai successivi esercizi.

Articolo 32

Scioglimento e liguidazione

32. Addivenendosi in qualsiasi tempo e per qualsiasi causa allo scioglimento della Società, I’Assemblea stabilisce le modalità della liquidazione e nomina uno o più liquidatori determinandone i poteri.

Articolo 33

Disposizioni generali

33. Per quanto non è espressamente contemplato nel presente statuto, si fa riferimento alle disposizioni contenute nel codice civile ed alle leggi speciali in materia.

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Firmato Rlccardo Vanni
Firmato Angelo Busani

EX-3.11.2

Exhibit 3.11.2

Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

Attachment “A” to No. 13158/7426 in the Repertory

Article 1

Name

1. The company is named:

“GRIFOLS ITALIA S.P.A.”

Article 2

Registered Office

2. The registered of the company is in San Giuliano Terme.

The company may open and close elsewhere, in Italy and abroad, branches, affiliates, agencies, representations, offices and warehouses.

Article 3

Purpose

3. The company has the following activities as its purpose:

a) The import, acquisition, manufacture, packaging, storage, registration, sale, export and commerce in general with substances, compounds, solutions, devices, instruments, semi-finished and finished products for surgical, medical, diagnostic and therapeutic use of biological, chemical, pharmaceutical and biotechnological type.

b) The scientific, medical and commercial communication and information related to the above sectors with health and commercial operators, including by specific communication means and “media” in general, including the organization of seminars, roundtables and congresses.

c) The collection, control and fractioning of domestic plasma and the production of blood derivatives originating from such plasma on behalf of the National Health Service and/or the Italian Regional Administrations and/or collection and/or hospital centers. For this purpose, Grifols Italia will act in the name and on behalf and in the capacity of exclusive representative for Italy of the Spanish company Istituto Grifols S.A. and as such may execute conventions, agreements and contracts with any public administrator and/or private company.

d) The supply to third parties of work, including intellectual, as well as services for the pharmaceutical industry related, as an example and without limitation thereto, to the management, administration, promotion, medical, scientific and technical information, storage and distribution of pharmaceutical, biological, biotechnological products, diagnostic instruments, medical and surgical devices as well as medical equipment in general.

e) The import, distribution, sale and marketing of integrated systems (therefore made up of devices with the respective management control software) and nonintegrated, as well as instruments for hospital logistics for dispensation and monitoring of the distribution of drugs and medical surgical devices in general, from the central hospital pharmacy to the patient’s bed, as well as devices for the preparation and distribution of the sole dose.

f) The implementation and development of relationships with central and local government authorities, with central and local health authorities, with the medical profession, with the scientific world, with the

26

Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

foundations and associations of the sector in order to cooperate with them in the development of programs for the protection of public health and health assistance.

For the achievement and within said purposes, the company may also:

- render to third parties endorsements, sureties and any other guarantee, including real, as well as engaging in financing activities, provided it does so not with the public and in compliance with the provisions of legislative decree No. 385/1993.

- assume, directly or indirectly, interests and holdings in other companies or enterprises with similar, related or associated purpose to its own, as well as constitute foundations and joint ventures.

- collect funds from its own partners, in the form of loans or borrowing, including for interest, in accordance with current laws and regulations.

- purchase, sell, license or acquire and/or assign economic use rights for trademarks, industrial patents, know how, manufacturing processes, intellectual works, as well as any other industrial and/or intellectual property right related thereto.

- act as representative and/or agent, exclusive or non-exclusive, of national or foreign companies, design products, sign service contracts, either as client or as contractor.

Article 4

Term

4. The term of the company is established as of the date of its legal incorporation until August 31, 2100.

Article 5

Domicile

5. The domicile of the partners, directors, auditors and external auditor, for their relationship with the company, is that appearing from the corporate books; it is the responsibility of the partner to communicate its change of address.

In the absence of indication of the address in the book of partners, reference is made to the personal residence.

Article 6

Capital and shares

6. The capital is of EUR 2,496,000.00 (euro two million four hundred ninety-six thousand),

and is divided into 6,000 (six thousand) shares with a par value of EUR 416.00 (euro four hundred sixteen) each, and may be increased once or several times by decision of the Extraordinary Shareholders’ Meeting, including by contributions in kind.

The capital may also be increased with issues of shares with rights different than those of the shares already issued.

In case of cash capital increase, the partners have option right, pursuant to Article 2441 of the Civil Code.

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

The shares are registered, unless otherwise provided by law.

When the shares are fully paid-in, they may be registered or at bearer and can be transferred from one to the other category at the request and expense of the shareholder.

The new shares offered to partners as an option will be proportional to the capital owned by them.

The shares are registered when so prescribed by the current laws according to the terms and modalities established by said laws, otherwise the shares may be registered or at bearer at the choice of the shareholder.

The share is indivisible and gives right to one vote. The case of co-ownership is governed by law.

Article 7

Bonds

7. The company may issue bearer or registered bonds in compliance with legal provisions.

The right to issue bonds belongs to the Extraordinary Partners’ Meeting.

Article 8

Financing

8. The company may acquire from the partners financing with or without interest, with or without reimbursement obligation, according to current legal provisions, with particular reference to those governing the collection of savings among the public.

In addition, the company may give loans to the partners, with interest, for the achievement of the corporate purpose.

Article 9

Transfer of shares

9. The shares are freely transferrable.

Article 10

Opt-out

10. The opt-out right may be exercised by the partner in the cases provided by law.

Article 11

Sole partner

11. When the shares belong to a single person or in case of change of sole partner, the directors, pursuant to Article 2362 of the Civil Code, must deposit for registration with the register of companies a declaration containing the indication of the last or first name or corporate name, date and place of birth or incorporation, domicile or registered office or citizenship of the sole partner.

When the plurality of partners is constituted or reconstituted, the directors must deposit the respective declaration for registration with the register of companies.

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

The sole partner or the person who stops being the sole partner may provide to the publication the required under the previous paragraph.

The declarations of the directors must be reported within thirty days from the registration in the book of partners and must indicate the date of such registration.

Article 12

Subjection to the management and control activity

12. The company must indicate its possible suggestion to the management and coordination of another in acts and correspondence, as well as by registration, to be made by the directors, with the section of the register of companies referred to in Article 2497-bis, second paragraph c.c.

Article 13

Functions of the Ordinary and Extraordinary Shareholders’ Meeting

13. The Shareholders’ Meeting is ordinary and extraordinary and decides on the matters reserved for it by law.

Article 14

Convening of the Shareholders’ Meeting

14. The Ordinary Shareholders’ Meeting is convened at least once within one hundred twenty days from the end of the fiscal year or, in consideration of the holdings of foreign partners and the need to prepare certified and consolidated group balance sheets and whenever particular requirements related to the structure and purpose of the company warrant, the Ordinary Shareholders’ Meeting for the approval of the balance sheet may be convened within 180 (one hundred eighty) days from the end of the fiscal year.

The Shareholders’ Meeting is convened by the Board of Directors at the registered office in the United States of America and in the member countries of the European Community as indicated in the invitation.

The sessions of the Ordinary Shareholders’ Meeting may take place by videoconference or teleconference or with participants located in several locations, contiguous or distant, tele-related, connected remotely, provided that, in substance, the collegiate method and the principles of good faith and equal treatment of the partners are respected.

In particular, it is necessary to:

• allow the President of the Meeting, including through his own presidency office, to verify the identity and legitimacy of the participants, regulate the course of the session, find and proclaim the results of voting;

• allow the drafter of the minutes to adequately hear the events of the Meeting set forth in minutes;

• allow the persons legitimately admitted in the Meeting by the president to participate in the discussion and simultaneous voting on the items on the agenda;

• indicate in the invitation (except in the case of universal Meeting) the audio/video locations connected by the care of the company, where the interventions may be located.

The Meeting will be deemed held at the place where the President is found and where

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

the secretary must be found in order to allow for the drafting and signing of the respective minutes.

The Extraordinary Shareholders’ Meeting is convened for the decisions under its competence when the Board of Directors finds it appropriate. The invitation must also be made without delay when the request is made pursuant to the law.

The Shareholders’ Meetings are convened by publication of the notice containing the agenda in the Official Gazette or the daily “Corriere della Sera” or “La Nazione” or “Il Sole 24 Ore,” or by notice communicated to the partners by registered letter, telegram, email or other means that guarantee proof of receipt, at least eight days before the day scheduled for the Meeting.

Article 15

Shareholders’ Meetings on second and subsequent call

15. The invitation notice may indicate a date for a second and subsequent call in the event that in the previous session the Meeting was not legally constituted.

The Meetings on second or subsequent call must take place within thirty days from the date indicated in the invitation for the first call meeting.

The Meeting on subsequent call may not be held on the same day of the Meeting under the previous call.

Article 16

Universal Shareholders’ Meeting

16. Even in the absence of formal invitation, the meeting is reputed to be regularly constituted when the entire capital is represented and the majority of the members of the Board of Directors and the majority of the Board of Auditors are present in the meeting.

In this event, each of the participants may oppose the discussion (and voting) of the items on which he deems not to be sufficiently informed.

Article 17

Ordinary Shareholders’ Meeting: determination of quorum

17. The Ordinary Shareholders’ Meeting is regularly constituted in the presence of as many partners as represent at least half of the capital in person or by proxy.

On second or subsequent call, the Ordinary Meeting is regularly constituted regardless of the portion of capital represented.

The Ordinary Meeting on the first, second and any subsequent call decides with the favor of a vote of an absolute majority of those present.

However, the decision that waives or settles the action for liability against the directors is not deemed approved if the vote against consists of at least one-fifth of the capital.

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

Article 18

Extraordinary Shareholders’ Meeting: determination of quorum

18. The Extraordinary Shareholders’ Meeting on first call is regularly constituted and decides with a favorable vote with more than half of the capital.

On second call, the Extraordinary Shareholders’ Meeting is validly constituted with the intervention of as many partners as represents more than one-third of the capital and decides with the favorable vote of at least two-thirds of the capital represented in the Meeting, always subject to mandatory legal provisions.

Article 19

Legitimacy to participate in meetings and to vote

19. To be admitted to the Meeting, the partners must show their securities in order to prove their legitimacy to participate in the Meeting, unless they have made the deposit referred to in the second paragraph of Article 2370 c.c.

Article 20

Representation of the partner in Meetings: delegations

20. The partners may be represented by another person with written delegation, with the limitations referred to in Article 2372 of the Civil Code.

Article 21

President and secretary of the Meeting, Minutes

21. The Ordinary and Extraordinary Meetings are presided by the person designated by the participants.

The President appoints a secretary, who need not be a member and chooses, if he finds it appropriate, two scrutineers among the shareholders and auditors.

The decisions of the Meeting are entered in minutes signed by the President, Secretary and possibly by the scrutineers, in accordance with Art. 2375 c.c.

In the cases provided by law and also when the managing body deems it appropriate, the minutes are drafted by a Notary chosen by him.

If the minutes are drafted by a Notary, the assistance of the secretary is not necessary.

Article 22

Managing body

22. The company is managed by a Sole Administrator or a Board of Directors made up of two to nine directors who need not be partners.

Article 23

Prohibition of competition

23. The directors must comply with the prohibition of competition set forth in Article 2390 of the Civil Code, except with the authorization of the Shareholders’ Meeting.

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

Article 24

Appointment and replacement of the managing body

24. The directors are appointed by the Ordinary Shareholders’ Meeting, which will establish their number in the act of appointment.

The directors remain in office for the time determined by the Shareholders’ Meeting that appointed them, without prejudice to the limit of three fiscal years provided by law, and may be reelected.

Their appointment expires on the date of the Shareholders’ Meeting called to approve the balance sheet of the last fiscal year during their office.

If, during the fiscal year, one or several directors are absent, the others will replace them by decision approved by the Board of Auditors, provided that the majority is always constituted of directors appointed by the Shareholders’ Meeting.

The directors so appointed remain in office until the next Meeting.

Whenever the majority of directors appointed by the Shareholders’ Meeting is absent, those who remain in office must call the Meeting to replace the missing directors.

The term of the directors so appointed expires at the same time with those who are in office at the time of their appointment.

Article 25

President of the Board of Directors

25. The Board elects among its own members a President; it may also elect one or several Vice Presidents whenever it deems appropriate.

The President and the Vice Presidents may be reelected.

The Board appoints a secretary who may be chosen outside its members.

Article 26

Decisions of the Board of Directors

26. The Board meets whenever the President finds it appropriate or when requested by the President, the Board of Directors or two individual members of the Board.

The invitations will be issued by the President at the place designated in the invitation notice, including by registered letter, telegram, fax, email and any other means that guarantee proof of receipt, to be sent at least three calendar days before the meeting.

The Board of Directors meets at the place indicated in the invitation notice, at the registered office or elsewhere, in the United States of America or in the member countries of the European Community.

The meeting of the Board of Directors will be presided by the President or another Director designated by the Board of Directors itself.

For the validity of the decisions, it is necessary that a majority of the directors in office be present.

The possibility is admitted that the meetings of the Board of Directors may be held by teleconference

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

or videoconference, provided that all participants may be identified, can follow the discussion and intervene in real time in the discussion of the issues addressed, including by examining and exchanging documents; if these requisites are met, the Board of Directors is deemed held at the place where the President of the meeting is located, or where the secretary of the meeting must be located, in order to allow for the drafting and signing of the minutes in the respective book.

The Board of Directors is validly constituted whenever, even in the absence of formal invitation, all active directors and all members of the Board of Auditors are present.

The respective decisions are made by majority of the votes cast, excluding possible abstentions; in case of a tie, the vote of the President of the meeting is deciding.

Article 27

Competence and powers of the managing body

27. The managing body has all powers for the management of the company, without prejudice to the need for specific authorization in the cases required by law.

Article 28

Remuneration of the directors

28. The Shareholders’ Meeting may decide on a total amount for the remuneration of all directors, including those with special tasks.

In the absence of decision of the Shareholders’ Meeting concerning the remuneration of the directors, the latter will have right only to reimbursement of expenses.

The remuneration of the Managing Director may be established by the Board of Directors after hearing the opinion of the Board of Auditors according to the maximum limit that may be determined by the Shareholders’ Meeting.

Article 29

Audit

29. The audit activity of the Company is carried out by the Board of Auditors, except in cases where it is mandatory to appoint an external auditor or an audit company or when the company voluntarily appoints the external auditor or external audit company.

The requisites, functions, granting of the position, responsibilities and activities of the external auditor or external audit company are regulated by law.

The activity is entered in the appropriate book kept at the operating offices of the auditor entities.

Article 30

Board of Auditors

30. The Board of Auditors is made up of three principal members and two alternates, appointed and operating pursuant to the law.

The auditors remain in office for three years and may be reelected.

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

The Shareholders’ Meeting that appoints the auditors and the President of the Board of Auditors will determine the compensation to which they are entitled.

The Board of Auditors supervises the compliance with the law and the bylaws, the respect of the principles of correct administration and especially the suitability of the organizational, administrative and accounting structure adopted by the company and its correct operation.

For their entire term in office, the auditors must meet the requisites referred to in Article 2399 of the Civil Code.

The loss of such requisites determines the immediate dismissal of the auditor and his replacement by the oldest alternate auditor.

The term in office of the auditors expires on the date of the Shareholders’ Meeting called to approve the balance sheet of the third fiscal year during their office.

The termination of the auditors for the expiration of the term is effective as of the time the Board of Directors was reconstituted.

The Board of Directors meets at least every ninety days at the initiative of any of the auditors. The meeting is validly constituted in the presence of a majority of the auditors and decides with the favorable vote of the absolute majority of the auditors.

The meetings may also be held by remote means, according to the modalities provided for the proceedings of the Shareholders’ Meeting.

Article 31

Balance sheet and profit

31. The fiscal year’s end on December 31 each year.

The managing entity prepares the balance sheet within the terms and in accordance with legal provisions, attached with a report on the progress of the company performance if requested by law.

From the net profit as it arises from the balance sheet, 5% (five percent) is deducted and allocated to the ordinary reserve until it reaches one-fifth of the capital.

The remainder is distributed among the shareholders proportionately to the shares owned, except if the Shareholders’ Meeting decides on special withholdings for extraordinary reserves or other purposes, or decides to carry it forward in full or in part to the following fiscal years.

Article 32

Dissolution and liquidation

32. If the dissolution of the Company occurs at any time and for any reason, the Shareholders’ Meeting establishes the modalities of the liquidation and appoints one or several liquidators, establishing their powers.

Article 33

General provisions

33. For everything not expressly contemplated in these bylaws, reference is made to the provisions contained in the Civil Code and special laws in the matter.

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Grifols Italia S.p.a.

[illegible notary stamp]
[signature]

BOOK OF MEETINGS AND DECISIONS OF THE SHAREHOLDERS MEETINGS

Signed Riccardo Vanni
Signed Angelo Busani

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EX-3.12

Exhibit 3.12

Gesellschaftsvertrag	Articles of Association
der Firma	of the company
Grifols Deutschland GmbH	Grifols Deutschland GmbH
mit dem Sitz in Frankfurt am Main	with its statutory seat in Frankfurt am Main
1       Firma und Sitz	1     Company Name and Statutory Seat
1.1     Die Firma der Gesellschaft lautet:	1.1    The name of the company shall be:
Grifols Deutschland GmbH.	Grifols Deutschland GmbH.
1.2     Sitz der Gesellschaft ist Frankfurt am Main.	1.2    The statutory seat of the company is Frankfurt am Main.
2        Gegenstand des Unternehmens	2        Company Object
2.1     Gegenstand des Unternehmens ist	2.1    Object of the company is
2.1.1  die Erlangung der öffentlichen Erlaub-nisse und Genehmigungen, die für die Herstellung, die Vermarktung und den Vertrieb von biologisch-therapeutischen Eiweißprodukten auf Blutplasmabasis erforderlich sind, und	2.1.1  the obtaining of official permits and approval necessary for the production, the commercialisation and the distribution of biological-therapeutic albumen products based on blood plasma, and
2.1.2  nach Erhalt der jeweiligen Erlaubnis oder Genehmigung, die Herstellung, die Vermarktung und der Vertrieb von biologisch-therapeutischen Eiweißprodukten auf Blutplasmabasis in dem von der jeweiligen Erlaubnis oder Genehmigung gedeckten Umfang, und	2.1.2  after receipt of the corresponding permit or approval, the production, the commercialisation and the distribution of biological-therapeutic albumen products based on blood plasma within the scope of the respective permit or approval, and

2.1.3 der Import, Export, Vertrieb und Handel mit Reagenzien, Chemikalien und pharmazeutischen Produkten, speziell bestimmt für Laboratorien und Gesund-heitszentren und medizinische und chirurgische Materialien, Apparate und Instrumente sowie die Herstellung von Arzneimitteln im Sinne des Arzneimittelgesetzes.	2.1.3 the import, the export, the distribution and the trading with reagents, chemicals and pharmaceutical products, especially for laboratories and health centres, and medical and surgical materials, apparatuses and instrumentation as well as the production of pharmaceuticals as set forth in the German Pharmaceuticals Act.
2.2     Die Gesellschaft ist ferner berechtigt, alle Geschäfte zu tätigen, die den Gesellschaftszweck zu fördern geeignet sind. Die Gesellschaft darf sich an anderen Unternehmen beteiligen, deren Geschäfte führen und Zweigniederlassun-gen errichten.	2.2     Further, the Company is entitled to undertake any act which is suitable to promote the corporate object. The Company is entitled to hold shares in other enterprises, to run their operations and to establish branches.
3      Stammkapital	3       Stated Share Capital
Das Stammkapital der Gesellschaft beträgt	The stated share capital of the company amounts to
EUR 25.000,00 (in Worten: Euro fünfundzwanzigtausend).	EUR 25,000.00 (in words: Euro twenty five thousand).
4       Dauer der Gesellschaft, Geschäftsjahr	4       Duration of the company, Fiscal Year
4.1    Die Gesellschaft ist auf unbestimmte Zeit errichtet.	4.1    The company is established for an unlimited period of time.
4.2    Geschäftsjahr ist das Kalenderjahr.	4.2    The fiscal year is the calendar year.
5      Geschäftsfuhrung	5      Representation
5.1    Die Gesellschaft hat einen oder mehrere	5.1    The company has one or several managing

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Geschäftsfuhrer. Sind mehrere Geschäftsführer bestellt, so wird die Gesellschaft durch zwei Geschäftsführer gemeinsam oder durch einen Geschäftsführer zusammen mit einem Prokuristen vertreten.	directors. If more than one managing director is appointed, then each one represents the company either jointly with another managing director or with a holder of general commercial proxy (Pro-kurist).
5.2 Die Gesellschafterversammlung kann einzelnen Geschäftsführern oder Proku-risten das Recht zur Einzelvertretung er-teilen.	5.2 The shareholder’ meeting may grant power of sole representation to individual managing directors or holders of general commercial proxy (Prokuristen).
5.3 Die Gesellschafterversammlung kann ferner einzelnen Geschäftsführern oder Prokuristen Befreiung von den Beschränkungen des § 181 BGB erteilen.	5.3 Further, the shareholders’ meeting may grant release from the restrictions of section 181 German Civil Code (BGB) to individual managing directors or holders of general commercial proxy (Prokuristen).
6    Zustimmungspflichtige Rechtsgeschäfte	6    Acts subject to approval
6.1  Der oder die Geschäftsführer bedürfen zu folgenden Handlungen der Zustim-mung der Gesellschafterversammlung:	6.1  The following acts of the managing directors are subject to the approval of the shareholders’ meeting:
6.1.1 Erwerb, Veräußerung und Belastung von Liegenschaften und Gebauden;	6.1.1 Acquisition, sale and encumbrance of real estate and buildings;
6.1.2 Errichtung und Aufgabe von Zweigniederlassungen;	6.1.2 Establishment and termination of branches;
6.1.3 Beteiligung an anderen Unternehmen, Verkauf oder Verpachtung des Betriebs oder wesentlicher Bestandteile an Dritte;	6.1.3 Participation in other companies, sale and lease of the business or essential parts thereof to third parties;
6.1.4 Aufgabe oder Neuaufnahme von Geschäftszweigen;	6.1.4 Termination or set up of business lines;

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6.1.5 Investitionen, die im Einzelnen oder in ihrer Gesamtheit insgesamt den Wert von EUR 25.000,00 übersteigen, soweit diese nicht im Investitionsplan enthalten sind;	6.1.5 Investments beyond (solely or in the aggregate) the value of EUR 25,000.00 to the extend they are not included in the investment plan;
6.1.6 Neuaufnahme oder Erhöhung von Bankkrediten um mehr als 5% des Finanzierungs volumens, soweit diese nicht im Finanzplan enthalten sind;	6.1.6 Establishment or increase of bank loans of more than 5% of the financing volume to the extend the respective amount is not included in the finance plan;
6.1.7 Gewährung von Darlehen an Betriebs-angehörige, wenn der Betrag insgesamt EUR 5.000,00 pro Betriebsangehörigem übersteigt;	6.1.7 Granting of loans to employees if the amount is higher than EUR 5,000.00 in the aggregate per employee;
6.1.8 Anstellung und Entlassung von außerta-riflichen Angestellten, soweit diese nicht im Budget enthalten sind und wenn de-ren Entgelt die Beitragsbemessungs-grenze in der gesetzlichen Rentenversi-cherung übersteigt;	6.1.8 Employment and redundancies of non-pay-scale employees to the extent that they are not included in the budget and if their remuneration is higher than the contribution assessment ceiling of the statutory pension insurance;
6.1.9 Widerruf von Prokura und Handlungs- vollmacht, es sei denn, dies ist wegen der Dringlichkeit der Sache unaufschiebbar; in diesem Fall müssen alle Gesellschafter unverzüglich benachrichtigt werden;	6.1.9 Recall of general commercial proxy (Pro- kura) and commercial power of attorney (Handlungsvollmacht) unless it may not be delayed; in this case all shareholders must be informed without undue delay;
6.1.10 Gewährung von Pensions- oder sonstigen Zusagen jeglicher Art sowie die Gewährung von Gewinn-oder umsatzabhängigen Bezügen oder Sonderentgelten;	6.1.10 Granting of pension or any other commitments as well as any remuneration or special benefits dependent on profit or sale;
6.1.11 Übernahme von Bürgschaften	6.1.11 Assumption of guarantees (Bürgschaften);

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6.1.12 Grundsatzentscheidungen in der Geschäftspolitik sowie der Betriebs- und Verwaltungsorganisation;	6.1.12 Fundamental decisions regarding business politics as well as business and administration organisation;
6.1.13 Aufstellung bzw. Änderung von Investi-tions-, Finanz-,Unternehmens- und Forschungsplänen;	6.1.13 Draw up resp. amendment of investment, finance, business and research plans;
6.1.14 Abschluss, Änderung und Aufhebung von Miet-, Pacht- und Leasing- oder sonstigen Nutzungsverträgen über Grundstücke, Gebäude, Geschäftsräu-me oder bewegliche Gegenstände, soweit deren Laufzeit 1 Jahr übersteigt oder der Gesamtwert der dafür zu er-bringenden Leistungen den Betrag in Höhe von EUR 25.000,00 übersteigt;	6.1.14 Conclusion, amendment and cancellation of rental, lease and leasing agreements and any other utilisation contracts regarding real estate, buildings, business premises or movable assets as far as they are concluded for a duration of more than one year or the total value of the respective services exceed the amount of EUR 25,0.00.00;
6.1.15 sonstige Geschäfte, die über den ge-wöhnlichen Geschäftsbetrieb hinausge-hen.	6.1.15 any other transaction that goes beyond the ordinary course of business.
6.2      Die Gesellschafterversammlung kann den oder die Geschäftsführer jederzeit von den vorgenannten Beschränkungen befreien oder darüber hinaus beschrän-ken.	6.2      The shareholders’ meeting can release the managing directors from the above mentioned restrictions at any time. Further, the shareholders’ meeting can determine further restrictions.
7        Gesellschafterversammlung	7         Shareholders’ Meeting
7.1      Die Beschlüsse der Gesellschafter wer-den grundsätzlich in der Gesellschafter-versammlung gefasst, es sei denn, sämtliche Gesellschafter erklären sich mit einer schriftlichen oder per E-Mail oder durch andere elektronische Medien durchgefuhrten Beschlussfassung ein-verstanden.	7.1      In principle, shareholders’ resolutions are passed in meetings unless all shareholders agree to pass the resolution in writing or via e-mail or via other electronic media.

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7.2    Die Gesellschafter können auf die Einhaltung der Form- und Fristvorschriften zur Anberaumung einer Gesellschafterversammlung verzichten.	7.2    The shareholders can waive all formalities and notice periods regarding the convention of a shareholders’ meeting.
7.3    Die Beschlüsse werden mit einfacher Mehrheit der abgegebenen Stimmen gefasst, soweit nicht das Gesetz zwingend etwas anderes vorschreibt.	7.3    Shareholders’ resolutions are passed with a simple majority of the submitted votes cast unless otherwise stipulated by compulsory law or by the articles of association.
7.4    Je EUR 1,00 eines Geschäftsanteils gewährt eine Stimme.	7.4    Each Euro of a share shall carry one vote.
7.5    Jeder Gesellschafter kann sich durch einen anderen Gesellschafter oder einen Wirtschaftsprüfer oder sonst zur Berufsverschwiegenheit Verpflichteten vertreten lassen.	7.5    Each shareholder can be represented by another shareholder or an auditor or another person bound to professional discretion.
7.6    Der Gesellschafter mit den höchsten Gesellschaftsanteilen führt den Vorsitz in der Gesellschafterversammlung. Kann oder will er den Vorsitz nicht ein-nehmen, so übernimmt den Vorsitz je-weils der Gesellschafter, der den nächst höheren Gesellschaftsanteil hält. Der Vorsitzende hat ein Protokoll anzuferti-gen oder einen Anwesenden mit der Protokollführung zu beauftragen. In dem Protokoll ist der Beschluss der Gesell-schafterversammlung festzuhalten. Er ist allen Gesellschaftern in Kopie zuzu-leiten.	7.6    The shareholder with the highest percentage in shares shall chair the shareholders’ meeting. If he is not able or willing to chair the meeting, the shareholder with the next highest percentage in shares shall chair the meeting. The chairman has to the take the minutes of the meeting or to charge someone present with the taking of the minutes. The minutes shall determine the shareholders’ resolution. All shareholders shall receive a copy of the minutes.
7.7    Wenigstens einmal im Jahr hat eine Gesellschafterversammlung stattzufin-den, und zwar innerhalb von 6 Monaten nach Ende des Geschäftsjahres.	7.7    The shareholders shall meet at least once a year, within the first six months after the end of a fiscal year.

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7.8   Gesellschafterbeschlüsse können nur innerhalb eines Monats nach Beschlussfassung angefochten werden.	7.8   Shareholders’ resolution can be challenged not later than one month after the passing of the resolution.
8       Jahresabschluss und Gewinnverteilung, Informationsrechte der Gesellschafter	8       Annual Financial Statements, Appropriation of Profits, Information Rights of the Shareholders
8.1    Der oder die Geschäftsführer haben innerhalb der gesetzlichen Fristen nach Schluss des Geschäftsjahres für das abgelaufene Geschäftsjahr den Jahresabschluss aufzustellen und zusammen mit einem Vorschlag über die Gewinn-bzw. Verlustverteilung der ordentlichen Gesellschafterversammlung zur Genehmigung vorzulegen. § 264 Abs. 1 Satz 3 HGB bleibt hiervon unberuhrt.	8.1   The managing directors shall prepare the annual financial statements regarding the expired fiscal year within the statutory period of time after the end of the fiscal year. They shall submit it together with the suggestion as to the use of profits resp. losses to the ordinary shareholders’ meeting for approval. Section 264 para. 1 German Commercial Code (HGB) shall remain unaffected.
8.2   Das Gewinnbezugsrecht richtet sich nach dem Verhältnis der Stammeinlagen, es sei denn, die Gesellschafter be-schlieβen einstimmig etwas anderes. Die Änderung dieser Vorschrift bedarf der Zustimmung aller Gesellschafter.	8.2   The profit payout right shall be allocated among the shareholders in proportion to their shares in the company, unless the shareholders resolve unanimously on a different allocation. The amendment of this regulation requires the consent of all shareholders.
8.3   Die Geschäftsführer sind verpflichtet, den Gesellschaftern auf Anforderung unverzüglich Einsicht in die Geschäfts-bücher sowie sämtliche Geschäftsvorfälle zu gewähren.	8.3   The managing directors shall allow the shareholders to review the business records and all transactions upon request.
9       Verfugung uber Geschaftsanteile	9       Disposal of Shares
Jede Verfügung über einen Geschäftsanteil oder von Teilen von Geschäftsanteilen bedarf der vorherigen schriftlichen	Each disposal of a share or parts of a share requires the prior written consent of all shareholders.

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Zustimmung aller Gesellschafter.
10   Wettbewerbsverbot	10 Competition Ban
10.1 Gesellschafter können vom Wettbewerbsverbot durch einen Gesellschafterbeschluss mit einfacher Mehrheit befreit werden.	10.1 Shareholders can be released from the competition ban by a shareholders’ resolution with simple majority.
10.2 Die Gesellschafterversammlung kann ferner einen, mehrere oder alle Geschäftsführer von etwaigen Wettbewerbsverboten gegenüber der Gesellschaft und/oder den mit ihr verbundenen Unternehmen befreien.	10.2 Further, the shareholders’ meeting can release one, several or all managing directors from possible competition bans towards the company and/or related companies.
11 Bekanntmachungen	11 Announcements
Die Bekanntmachungen der Gesellschaft erfolgen im elektronischen Bundesanzei-ger.	Announcements of the company shall be made in the electronic Federal Gazette (elektronischer Bundesanzeiger).
12 Salvatorische Klausel	12 Severability Clause
Sollte eine der vorstehenden Bestimmungen unwirksam sein oder sollte sich in dem Gesellschaftsvertrag eine Lücke herausstellen, so wird die Gültigkeit der übrigen Bestimmungen dadurch nicht berührt. Die weggefallene Bestimmung ist von den Gesellschaftern durch eine Regelung zu ersetzen, die dem wirtschaftlichen Zweck der weggefallenen oder fehlenden Bestimmung möglichst nahe kommt.	Should individual provisions of these articles of association be or become ineffective or in case of any loopholes, the validity of the other provisions shall not be affected thereby. The invalid or omitted provision shall be replaced by the shareholders by a provision which comes as close as possible to the economic intention of the invalid or omitted provision.
13 Gründungskosten	13 Expenses for Incorporation
Die Gründungskosten einschließlich der Kosten des Notars für die Beurkundung	The company has to bear the expenses of incorporation including the fees of the

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         des Gesellschaftsvertrages, der Anmeldung und der Eintragung der Gesellschaft in Höhe von bis zu EUR 2.000,00 gehen zu Lasten der Gesellschaft.          notary for the certification of the articles of association, the application and registration of the company up to an amount of EUR 2,000.00.

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EX-4.1

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;

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     (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

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     (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),

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(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);

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     (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

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     (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

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     (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;

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     (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.

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     “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.

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     “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

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     (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.

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“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:

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     (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.

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     “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;

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     (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.

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     “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;

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     (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;

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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

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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;

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     (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.

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     “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.

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     “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,

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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.

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“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.

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     “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.

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     (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;

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     (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-

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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

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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-

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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-

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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.

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     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

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     (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.

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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]

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     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.

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     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:

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     (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

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“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

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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-

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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

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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

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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:  

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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

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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.)

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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

E-1

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.

E-2

     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:

E-3

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.

F-2

     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:

F -3

EX-4.3

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

EX-4.4

Exhibit 4.4

SECOND SUPPLEMENTAL INDENTURE

     This SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) dated as of October 4, 2011, among GRIFOLS DEUTSCHLAND GMBH, a German corporation (the “Guaranteeing Subsidiary”), GRIFOLS INC., a Virginia corporation (the “Company”), and THE BANK OF NEW YORK MELLON, 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 June 1, 2011 pursuant to which the Company agreed to unconditionally assume the Escrow Issuer’s Obligations under the indenture, dated as of January 21, 2011 (the “Indenture”), 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 subsequent subsidiary guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s 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 Second 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 Guarantor 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.

     (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) Limitation on Guarantor Liability. To the extent a Guarantor or Guaranteeing Subsidiary 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 Indenture, the parties hereto agree that enforcement of that guaranty shall be limited to the extent that a 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) of further reducing its Net Assets which are already an amount less than its share capital (Stammkapital) (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 (3), “Net Assets” shall mean the assets, pursuant to Section 266 (2) (A), (B), (C), (D) and (E) of the German Commercial Code (Handelsgesetzbuch, HGB) less the sum of the non-subordinated liabilities pursuant to Section 266 (3) (B), (C), (D) and (E) HGB. The value of the Net Assets shall be determined in accordance with general accepted accounting principles (Grundsätze ordnungsgemäßer Buchführung) under the 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 HGB in the previous years.

     (4) 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.

     (5) Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

     (6) Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     (7) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

     (8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

GRIFOLS DEUTSCHLAND GMBH
By:	/s/ Ramon Riera Roca
	Name:	Ramon Riera Roca
	Title:	Managing Director
By:	/s/ Alfredo Arroyo Guerra
	Name:	Alfredo Arroyo Guerra
	Title:	Managing Director
THE BANK OF NEW YORK MELLON, N.A., as Trustee
By:	/s/ Christie Leppert
	Name:	Christie Leppert
	Title:	Vice President

Acknowledged by:

GRIFOLS INC.

By:	/s/ Greg Rich
Name:	Greg Rich
Title:	Chief Executive Officer

[Grifols Inc. Second Supplemental Indenture Signature Page]

EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 21, 2011, by and among Giant Funding Corp., a Delaware corporation (the “Escrow Corporation”), and Deutsche Bank Securities Inc. (“DBSI”), as representative of the several initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase a portion of the $1,100,000,000 aggregate principal amount of the Companys 8.25% Senior Notes due 2018 (the “Initial Notes”) to be guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees are herein collectively referred to as the “Securities”. On the Completion Date, Grifols Inc., a Virginia corporation (the “Company”), Grifols, S.A. (the “Parent Guarantor”) and each of the subsidiaries of Parent that are guarantors under the Credit Facilities (as defined in the Purchase Agreement) (other than any foreign subsidiary of the Company) (the “Subsidiary Guarantors”) will execute a joinder agreement in the form of Exhibit A (the “Joinder Agreement”) pursuant to which the Company, the Parent Guarantor and the Subsidiary Guarantors as of the Completion Date will become party to this Agreement.

     This Agreement is made pursuant to the Purchase Agreement, dated January 12, 2011 (the “Purchase Agreement”), among the Escrow Corporation, the Company, the Parent Guarantor and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(h) of the Purchase Agreement.

     For purposes of this Agreement only (x) prior to the Completion Date references to “Company” shall be deemed references to Giant Funding Corp. and (y) on and after the Completion Date references to the “Company” shall be deemed a reference to Grifols Inc.

     In consideration of the foregoing, the parties hereto agree as follows:

     1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

     “Additional Guarantor” shall mean any subsidiary of Parent Guarantor that exe- cutes a Guarantee under the Indenture after the Completion Date.

     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

     “Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

     “Completion Date” shall have the meaning set forth in the Purchase Agreement.

     “DBSI” shall have the meaning set forth in the preamble.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

     “Exchange Offer” shall mean the exchange offer by the Parent Guarantor, the Company and the Subsidiary Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

     “Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form F-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

     “Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

     “Guarantee” shall mean the guarantee of the Securities and Exchange Securities by any Guarantor under the Indenture.

     “Guarantors” shall mean, on the Completion Date upon execution and delivery of the Joinder Agreement, the Parent Guarantor and the Subsidiary Guarantors.

     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

     “Holders’ Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.

     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

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     “Indenture” shall mean the Indenture relating to the Securities dated as of January 21, 2011 between the Escrow Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as the same may be supplemented or amended from time to time in accordance with the terms thereof.

     “Information” shall have the meaning set forth in Section 3(a)(xiv) hereof.

     “Initial Purchasers” shall have the meaning set forth in the preamble.

     “Inspectors” shall have the meaning set forth in Section 3(a)(xiv) hereof.

     “Issue Date” shall mean January 21, 2011.

     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

     “Parent Guarantor” shall have the meaning set forth in the preamble and shall also include the Parent Guarantor’s successors.

     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

     “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

     “Purchase Agreement” shall have the meaning set forth in the preamble.

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     “Records” shall have the meaning set forth in Section 3(a)(xiv) hereof.

     “Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities on the earliest of (i) when the Exchange Securities are issued in exchange for the Securities pursuant to the Exchange Offer Registration Statement, (ii) when an Exchange Offer is completed (except with respect to Securities held by Persons that were not eligible to participate pursuant to the Exchange Offer), (iii) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (iv) the date that is two years from the Issue Date or (v) when such Securities cease to be outstanding.

     “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. ( “FINRA” ) registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of the Company and the Guarantors in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers), and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

     “Registration Statement” shall mean any registration statement of the Parent Guarantor, the Company and the Subsidiary Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “SEC” shall mean the United States Securities and Exchange Commission.

     “Securities” shall have the meaning set forth in the preamble.

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     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.

     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Parent Guarantor, the Company and the Subsidiary Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

     “Staff” shall mean the staff of the SEC.

     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.

     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.

     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.

     “Underwriter Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.

     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

     2. Registration Under the Securities Act.

     (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) to cause such Registra-

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tion Statement to become effective at the earliest possible time under the Securities Act. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 365 days after the Issue Date.

     The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

     (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange.

     (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);

     (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

     (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and

     (v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

     As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange

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for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:

     (i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and

     (iii) issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

     The Company and the Guarantors shall use their commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or before 365th day after the Issue Date; provided, however, that if such day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be completed not later than the next successive Business Day, (iii) upon receipt of a Holder’s request, with respect to any Holder of Registrable Securities that (A) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (B) is a broker-dealer and holds Securities acquired directly from the Company or one of its affiliates or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company or within the meaning of the Securities Act) or (v) upon receipt of a written request (a “Shelf Request” ) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holder’s thereof.

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     In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iv) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

     The Company and the Guarantors agree to use their commercially reasonable efforts to (A) cause the Shelf Registration Statement to be declared effective under the Securities Act and (B) keep the Shelf Registration Statement continuously effective until the earlier of (i) one year after the initial effectiveness or (ii) the date when all of the Registrable Securities are registered under such Shelf Registration Statement and are disposed of in accordance with such Shelf Registration Statement or cease to be outstanding or on the date upon which all notes covered by such shelf registration statement become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144 (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holder’s of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Exchange Offer Registration Statement or Shelf Registration Statement and any fees and disbursements of counsel or experts retained by such Holder in connection with any registration pursuant hereto (other than any such fees and disbursements included within the definition of Registration Expenses and paid for by the Company and the Guarantors in accordance with the terms of this Agreement).

     (d) A Holder that sells Registrable Securities pursuant to the Shelf Registration Statement will be required to be named as a selling security holder in the related Prospectus and to deliver a Prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of this agreement that are applicable to such a Holder (including certain indemnification rights and obligations).

     (e) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become

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effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

     (f) In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof, does not become effective on or prior to 365th day after the Issue Date (the “Target Registration Date”), the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90 day period immediately following the Target Registration Date and by an additional 0.25% per annum with respect to each subsequent 90 day period, up to a maximum of 1.00% per annum, until the earliest of the Exchange Offer being completed, the Shelf Registration Statement, if required hereby, becoming effective and the date on which all Securities cease to be Registrable Securities; provided that the obligation of the Company and the Guarantors to pay such additional interest in any such case shall be the sole and exclusive monetary remedy of the Initial Purchasers and the Holder’s in the event that the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof, does not become effective on or prior to the Target Registration Date.

     (g) If a Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time prior to the second anniversary of the Issue Date (other than after such time as all Exchanged Securities have been disposed thereunder), and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period (such 30th day, the “Shelf Trigger Date”), then the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90 day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90 day period, up to a maximum increase of 1.00% per annum, commencing on the day immediately following the Shelf Trigger Date and ending on such date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable, as the case may be.

     (h) For the avoidance of doubt, an increase of the interest rate on the Registrable Securities may not accrue under each of Section 2(e) and Section 2(f) at any one time, and in the case that more than one basis for an increase in any interest rate pursuant to this Section 2(g) arises or exists under Section 2(e) and Section 2(f), such interest rate increase will not be aggregated and instead the interest rate will be increased as if only one such basis exists. Following the cessation of such basis for increased interest, the accrual of such additional interest will cease only when no other basis for any increase continues to exist.

     (i) Without limiting the remedies available to the Initial Purchasers and the Holder’s, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holder’s for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Companys and the Guarantors obligations under Section 2(a) and Section 2(b) hereof.

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     The Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus other than any written communication relating to or that contains solely the terms of the Exchange Offer and/or other information that was included in the Registration Statement.

     3. Registration Procedures.

     (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as soon as expeditiously as possible:

     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

     (ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement and file with the SEC any other required document as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;

     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;

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     (v) use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Regis- tration notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true or correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate;

     (vii) use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form,

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as soon as reasonably practicable and promptly provide notice to each Holder of the withdrawal of any such order or such resolution;

     (viii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);

     (ix) in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates (unless such Registrable Securities are in book-entry form only) representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;

     (xi) within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to each Initial Purchaser and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representations of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by

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reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall object;

     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;

     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

     (xiv) in the case of a Shelf Registration, make available for inspection by one representative designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration (such representative, the “Holders’ Inspector” ) and the Underwriters participating in any disposition pursuant to such Shelf Registration Statement (or one counsel to such Underwriters) (such Underwriters or counsel, the “Underwriter Inspector” and, together with the Holders’ Inspector, the “Inspectors” ), each upon a written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Company and its subsidiaries (collectively, the “Records”), as shall be reasonably necessary to enable the Inspectors to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and any of its subsidiaries to supply all information (“Information”) reasonably requested by the Inspectors in connection with such due diligence responsibilities. The Inspectors shall agree in writing that they will keep the Records and Information confidential and that they will not disclose any of the Records or Information that the Company determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a material misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or other order from a court claiming jurisdiction or any request or order from a regulatory body, (iii) disclosure of such Records or Information is necessary or advisable, in the judgment of counsel for the Inspectors, in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving the Inspectors and arising out of, based upon, relating to or involving this Agreement, the applicable Indenture or the Purchase Agreement or any transactions contemplated hereby or thereby or arising hereunder or thereunder, (iv) the information in such Records or Information has been made generally available to the public other than by the Inspectors or any “affiliate” (as defined in Rule 405 under the

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Securities Act) thereof, (v) such information becomes available to any such person from a source other than the Company and such source is not known by such person to be bound by a confidentiality obligation to the Company or (vi) such information is necessary to establish a due diligence defense; provided, however, that (if permitted) prior notice shall be provided as soon as practicable to the Company of the potential disclosure of any information by any Inspector pursuant to clauses (i), (ii) or (iii) of this sentence to permit the Company to obtain a protective order (or waive the provisions of this paragraph (xiv)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of such Holder or Inspector;

     (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such filing;

     (xvi) in the case of a Shelf Registration, enter into such customary agreements (including an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities) and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities, including, but not limited to, an Underwritten Offering, and in such connection (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Securities and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holders and Underwriters of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings of debt securities similar to the Securities, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such other documents and certificates as may be rea-

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sonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings of debt securities similar to the Securities, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

     (xvii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Parent Guarantor or the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability then of against such entity, to the Initial Purchasers no later than five Business Days following the execution thereof.

     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing.

     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

     (d) If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365 day period and any such suspensions shall not exceed 30 days for each suspension and there should not be more then two suspensions in effect during any 365 day period. Notwithstanding anything in the foregoing to the contrary, the Company shall at all times use its commercially reasonable efforts to end any suspension period at the earliest possible time.

     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers

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(each an “Underwriter” ) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering.

     4. Participation of Broker-Dealers in Exchange Offer.

     (a) The Staff has taken the position that any broker-dealer that receives Exchange Se- curities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

     The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them (except to the extent required by Staff positions), such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

     5. Indemnification and Contribution.

     (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” ( “Issuer Information” ) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to

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state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser, information relating to any Holder furnished to the Company in writing through DBSI, any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. Notwithstanding the provisions of this Section 5(b), with respect to a Registration Statement that is not an Exchange Offer Registration Statement, including the related Prospectus and any Free Writing Prospectus related thereto, in no event shall a Holder be required to indemnify any amount in excess of the proceeds received by such Holder from the Securities or Exchange Securities sold by such Holder pursuant thereto.

     (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the

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expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by DBSI, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

     (d) If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and the Holders on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

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     (e) The Company, the Guarantors, and Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

     (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

     6. General.

     (a) Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding debt securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any

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amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

     (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery: (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications 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 answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by tele-copier, facsimile, email or other electronic transmission (i.e., “pdf” or “tif” ) shall be effective as delivery of a manually executed counterpart of this Agreement.

-20-

     (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

     (h) Governing Law. This Agreement, and any claims, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

     (i) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

-21-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

GIANT FUNDING CORP.
By:	/s/ David Bell
	Name:
	Title:

Signature Page to Registration Rights Agreement

Confirmed and accepted as of the date
first above written:

DEUTSCHE BANK SECURITIES INC.

For itself and on behalf of the
Several Initial Purchasers

By:	Kevin Sherlock
	Name:	Kevin Sherlock
	Title:	Managing Director
By:	Ryan Morris
	Name:	Ryan Morris
	Title:	Director

Grifols- Registration Rights Agreement

EXHIBIT A

Joinder Agreement

     WHEREAS, Giant Funding Corp. and Deutsche Bank Securities Inc., as representative of the Initial Purchasers named on Schedule 1 of the Purchase Agreement (the “Initial Purchasers”), heretofore executed and delivered a Registration Rights Agreement ( “Registration Rights Agreement” ), dated January 21, 2011, providing for the registration and exchange of the Securities (as defined therein); and

     WHEREAS, Grifols Inc., a Virginia corporation (the “Company”), and each of the Guarantors, which was originally not a party thereto, has agreed to join in the Registration Rights Agreement on the Completion Date.

     Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

     NOW, THEREFORE, the Company and each Guarantor hereby agrees for the benefit of the Initial Purchasers, as follows:

     1. Joinder. Each of the undersigned signatory parties hereby acknowledges that it has received and reviewed a copy of the Registration Rights Agreement and all other documents it deems fit to enter into this Joinder Agreement (the “Joinder Agreement”), and acknowledges and agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties, indemnities and acknowledgments attributable to the Guarantors and/or the Company, as applicable, to such signatory party in the Registration Rights Agreement as if made by, and with respect to, such signatory party; and (iii) perform all obligations and duties required and be entitled to all the benefits of the Guarantors or the Company, as applicable, and of such signatory party pursuant to the Registration Rights Agreement.

     2. Representations and Warranties and Agreements of the Company and the Subsidiary Guarantors. Each of the undersigned hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate or limited liability company power and authority, as the case may be, to execute, deliver and perform its obligations under this Joinder Agreement and to consummate the transaction contemplated hereby and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms.

     3. Counterparts. This Joinder Agreement may be signed in one or more counterparts (which may be delivered in original form or via facsimile), each of which shall constitute an original when so executed and all of which together shall constitute one and the same agreement.

     4. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective

Ex. A-1

unless the same shall be in writing and signed by all of the parties to the Registration Rights Agreement.

     5. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

     6. Applicable Law. This Joinder Agreement, and any claims, controversy or dispute arising under or related to this Joinder Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

Ex. A-2

     IN WITNESS WHEREOF, the undersigned has executed this agreement as of the date first written above.

GRIFOLS INC.
By:
	Name:
	Title:
GRIFOLS, S.A.
By:
	Name:
	Title:
[SUBSIDIARY GUARANTORS]
By:
	Name:
	Title:

Ex. A-3

Annex A

Counterpart to Registration Rights Agreement

     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of January 21, 2011 by and among Giant Funding Corp., a Delaware corporation, and Deutsche Bank Securities Inc., on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of ___________________.

[NAME]
By:
	Name:
	Title:

Annex A-1

EX-4.6

Exhibit 4.6

EXECUTION VERSION

Joinder Agreement

     REGISTRATION RIGHTS AGREEMENT JOINDER (this “Joinder Agreement”) 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”) and the subsidiaries of Parent set forth on the signature pages hereto (the “Subsidiary Guarantors” and together with Parent, the “Guarantors”).

     WHEREAS, Giant Funding Corp. and Deutsche Bank Securities Inc., as representative of the Initial Purchasers named on Schedule 1 of the Purchase Agreement (the “Initial Purchasers”), heretofore executed and delivered a Registration Rights Agreement (“Registration Rights Agreement”), dated January 21, 2011, providing for the registration and exchange of the Securities (as defined therein); and

     WHEREAS, the Company, and each of the Guarantors, which was originally not a party thereto, has agreed to join in the Registration Rights Agreement on the Completion Date.

     Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

     NOW, THEREFORE, the Company and each Guarantor hereby agrees for the benefit of the Initial Purchasers, as follows:

     1. Joinder. Each of the undersigned signatory parties hereby acknowledges that it has received and reviewed a copy of the Registration Rights Agreement and all other documents it deems fit to enter into this Joinder Agreement, and acknowledges and agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties, indemnities and acknowledgments attributable to the Guarantors and/or the Company, as applicable, to such signatory party in the Registration Rights Agreement as if made by, and with respect to, such signatory party; and (iii) perform all obligations and duties required and be entitled to all the benefits of the Guarantors or the Company, as applicable, and of such signatory party pursuant to the Registration Rights Agreement.

     2. Representations and Warranties and Agreements of the Company and the Subsidiary Guarantors. Each of the undersigned hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate or limited liability company power and authority, as the case may be, to execute, deliver and perform its obligations under this Joinder Agreement and to consummate the transaction contemplated hereby and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms.

     3. Counterparts. This Joinder Agreement may be signed in one or more counterparts (which may be delivered in original form or via facsimile), each of which

shall constitute an original when so executed and all of which together shall constitute one and the same agreement.

     4. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all of the parties to the Registration Rights Agreement.

     5. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

     6. Applicable Law. This Joinder Agreement, and any claims, controversy or dispute arising under or related to this Joinder Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the undersigned has executed this agreement as of the date first written above.

GRIFOLS INC.
By:	/s/ David Bell
	Name:	David Bell
	Title:	Vice President
GRIFOLS, SA
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

EX-5.1

Exhibit 5.1

Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

October 24, 2011

Re:     Registration Statement on Form F-4; $1,100,000,000 Aggregate Principal Amount of the Company’s 8.25% Senior Notes due 2018

Ladies and Gentlemen:

We have acted as special U.S. counsel to Grifols Inc., a Virginia corporation (the “Company”), the guarantors listed on Schedule I hereto organized under the laws of the State of Delaware (the “Delaware Guarantors”), and the guarantors listed on Schedule I hereto not organized under the laws of the State of Delaware (the “Foreign Guarantors” and together with the Delaware Guarantors, the “Guarantors”) in connection with the Registration Statement on Form F-4 (as amended, the “Registration Statement”), filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to $1,100,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Exchange Guarantees”). The Exchange Notes and the Exchange Guarantees are being issued pursuant to an indenture dated as of January 21, 2011, as heretofore supplemented (the “Indenture”), by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Exchange Notes are being offered by the Company in exchange for a like aggregate principal amount of its outstanding 8.25% Senior Notes due 2018. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Exchange Notes and the Exchange Guarantees.

In giving this opinion, we have examined:

(i)	an executed copy of the Indenture,
(ii)	an executed copy of the first supplemental indenture, dated as of the June 1, 2011 (the “First Supplemental Indenture”),
(iii)	an executed copy of the second supplemental indenture, dated as of October 4, 2011 (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture, the “Supplemental Indentures”),
(iv)	specimens of the Exchange Notes to be issued and delivered pursuant to the Indenture,
(v)	specimens of the Exchange Guarantees,

Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.

Page 2

(vi)	the Certificate of Incorporation of each of the Delaware Guarantors, each as amended and in effect on the date hereof,
(vii)	the Bylaws of each of the Delaware Guarantors, each as amended and in effect on the date hereof, and
(viii)	the resolutions of the Board of Directors of each of the Delaware Guarantors, each dated May 30, 2011 or June 1, 2011.

In giving this opinion, we have assumed, with your permission, (i) the genuineness of all signatures, (ii) the legal capacity of natural persons and the authenticity of all documents we have examined, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all copies of documents submitted to us, and (v) the authenticity of the originals of such copies. As to questions of fact relevant to this opinion, with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, oral or written statements and representations of officers and other representatives of the Company and the Guarantors and others. We also have assumed, with your permission and without any independent verification, (i) the valid existence and good standing of the Company and each of the Foreign Guarantors, (ii) that the Exchange Notes, the Exchange Guarantees, the Indenture and the Supplemental Indentures (collectively, the “Documents”) have been duly authorized, executed and delivered by each of the parties thereto (other than the Delaware Guarantors), (iii) that the Documents constitute legally valid and binding obligations of the parties thereto (other than the Company and the Guarantors), enforceable against each of them in accordance with their respective terms, (iii) the adequacy of the consideration that supports the Guarantors’ agreement and the solvency and adequacy of capital of the Guarantors, (iv) that the execution and delivery by each Foreign Guarantor of their respective Exchange Guarantee has not resulted in any breach or violation of, or conflict with, any statute, rule or regulation of such Foreign Guarantors’ jurisdiction of organization, and (v) that the provisions of the Documents designating the law of the State of New York as the governing law for such Documents are valid and binding on each Foreign Guarantor under the laws of such Foreign Guarantors’ jurisdiction of organization. In addition, we have assumed that the Exchange Notes and each Exchange Guarantee will be executed and delivered by an authorized officer of the Company or respective Guarantor, as the case may be, substantially in the form examined by us.

Upon the basis of such examination, we advise you that, in our opinion,

(1)	The execution, delivery and performance by each Delaware Guarantor of their respective Exchange Guarantee have been duly authorized by all necessary corporate action on the part of such Delaware Guarantor.
(2)	When (i) the Registration Statement has become effective under the Act and (ii) the Exchange Notes and Exchange Guarantees have been duly executed and, in the case of the Exchange Notes, authenticated in accordance with the Indenture, and issued

Page 3

and exchanged as contemplated by the Registration Statement, (1) the Exchange Notes will constitute valid and legally binding obligations of the Company and (2) the Exchange Guarantees will constitute valid and legally binding obligations of the respective Guarantors, enforceable in accordance with their terms and entitled to the benefits of the Indenture.

The foregoing opinions are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We note that, with respect to all matters of Virginia, Spanish, Italian and German law, you are relying upon the opinions of Hunton & Williams LLP, Osborne Clarke Spain, SLA Studio Legale Associato and Osborne Clarke Germany, respectively, which are also filed as exhibits to the Registration Statement.

The foregoing opinions are subject to the following limitations and qualifications:

(A)	The enforceability of the Documents may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law), including, without limitation, principles regarding good faith and fair dealing. In addition, we express no opinion as to the enforceability of (i) self-help provisions, (ii) provisions that purport to establish evidentiary standards, (iii) provisions exculpating a party from, or indemnifying a party for (or entitling a party to contribution in a case involving), its own gross negligence, willful misconduct or violation of securities or other laws, (iv) provisions relating to the availability of specific remedies or relief, or the release or waiver of any remedies or rights or time periods in which claims are required to be asserted, (v) provisions that allow cumulative remedies, late charges or default interest, (vi) provisions relating to the discharge of defenses or disclaimers, liability limitations or limitations of the obligations of any person or entity under any of the Documents or (vii) provisions relating to choice of law or forum.
(B)	We express no opinion with respect to the effect of any provision of the Documents that is intended to permit modification thereof only by means of an agreement signed in writing by the parties thereto.
(C)	We express no opinion with respect to the effect of any provision of the Documents imposing penalties or forfeitures.
(D)	The enforceability of the Exchange Guarantees may be subject to statutory provisions and case law to the effect that a guarantor may be discharged if the beneficiary of the guaranty alters the original obligation of the principal, fails to inform the guarantor of material information pertinent to the principal, elects remedies that may impair the subrogation rights of the guarantor against the principal or otherwise takes or omits to

Page 4

	take any action that prejudices the guarantor unless, in any such case, the guarantor validly waives such rights or the consequences of any such action.
(E)	The above opinions are based solely upon laws, rulings and regulations in effect on the date hereof, and are subject to modification to the extent that such laws, rulings and regulations may be changed in the future. We undertake no obligation to advise you of facts or changes in law occurring after the date of this opinion which might affect the opinions expressed herein.

We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Registration Statement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is based on the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kind involved herein, including customary practice as described in bar association reports.

Very truly yours,

/s/ Proskauer Rose LLP

Page 5

SCHEDULE I

Guarantors

	Jurisdiction of Incorporation or
Guarantor	Organization
Grifols, S.A.	Spain
Grifols Biologicals Inc.	Delaware, United States
Biomat USA, Inc.	Delaware, United States
Grifols Therapeutics Inc.	Delaware, United States
Talecris Plasma Resources, Inc.	Delaware, United States
Instituto Grifols, S.A.	Spain
Diagnostic Grifols, S.A.	Spain
Movaco, S.A.	Spain
Laboratorios Grifols, S.A.	Spain
Grifols Italia, S.p.A.	Italy
Grifols Deutschland GmbH	Germany

EX-5.2

Exhibit 5.2

HUNTON & WILLIAMS LLP

RIVERFRONT PLAZA, EAST TOWER

951 EAST BYRD STREET

RICHMOND, VIRGINIA 23219-4074

TEL      804 • 788 • 8200

FAX     804 • 788 • 8218

FILE     77199.2

October 24, 2011

Grifols, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Vallès 08174
Barcelona, Spain

Grifols Inc.:
Exchange Offer

Ladies and Gentlemen:

     We have acted as special counsel in the Commonwealth of Virginia to Grifols Inc., a Virginia corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof by Grifols, S.A., a company organized under the laws of the Kingdom of Spain (“Parent”), the Company and the other subsidiaries of Parent listed on Exhibit A hereto (the “Subsidiary Guarantors”), of (i) $1,100,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”) and (ii) the guarantees of the Company’s obligations under the Exchange Notes by Parent and the Subsidiary Guarantors (the “Guarantees”). The Exchange Notes are to be issued in exchange (the “Exchange Offer”) for an equal aggregate principal amount of the Company’s unregistered 8.25% Senior Notes due 2018 (the “Existing Notes”) originally issued by Giant Funding Corp., an escrow company (the Escrow Issuer”) on January 21, 2011, and assumed by the Company and guaranteed by the Parent and the Subsidiary Guarantors effective as of June 1, 2011, in reliance on an exemption from registration under the Securities Act for offers and sales of securities not involving public offerings. The Exchange Notes and the Guarantees (collectively, the “Securities”) will be issued pursuant to the terms of that certain Indenture dated as of January 21, 2011 (the “Base Indenture”) by and between the Escrow Issuer and The Bank of New York, Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated as of June 1, 2011 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of October 4, 2011 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), by and among Parent, the Company, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Exchange Offer are described in the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Indenture.

ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com

Grifols, S.A.
Page 2

     This opinion is being furnished in accordance with the requirements of Item 21 of Form F-4 and Item 601(b)(5)(i) of Regulation S-K.

     In connection with the foregoing, we have examined executed counterparts or facsimile, electronic or photostatic copies of executed counterparts of the following (unless otherwise noted below):

     1. the Base Indenture;

     2. the First Supplemental Indenture;

     3. the Second Supplemental Indenture;

     4. the Existing Notes;

     5. the form of the Exchange Notes;

     6. the certificate of good standing with respect to the Company dated October 11, 2011, and confirmed on the date hereof, issued by the State Corporation Commission of the Commonwealth of Virginia (the “Good Standing Certificate”);

     7. the Amended and Restated Articles of Incorporation of the Company, certified by the State Corporation Commission of the Commonwealth of Virginia (the “Articles of Incorporation”);

     8. the Amended and Restated Bylaws of the Company (the “Bylaws” and, together with the Articles of Incorporation, the “Governing Documents”); and

     9. the unanimous written consent of the Board of Directors of the Company dated June 1, 2011.

     In rendering the opinions expressed below, we have examined, and relied upon the accuracy of, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters. We have assumed the genuineness of all signatures, the capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals of such documents. For purposes of opinion paragraph 3, we have assumed conformity of the final Exchange Notes, when executed, delivered and issued by the Company, with the form of Exchange Notes reviewed by us.

Grifols, S.A.
Page 3

     In rendering this opinion, our examination of matters of law has been limited to, and we express no opinion as to the law of any jurisdiction other than, the laws of the Commonwealth of Virginia.

     Based upon the foregoing, and such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth below, and subject to the limitations, assumptions and qualifications noted herein, we are of the opinion that:

     1. The Company (a) is a corporation validly existing and, based solely on the Good Standing Certificate, in good standing under the laws of the Commonwealth of Virginia and (b) has all requisite corporate power and authority to execute, deliver and perform its obligations under the Exchange Notes.

     2. The Indenture has been duly authorized by all necessary corporate action and has been duly executed and delivered by the Company.

     3. The Exchange Notes have been duly and validly authorized for execution, delivery and issuance by the Company.

     4. The execution and delivery of the Exchange Notes by the Company, and the consummation of the transactions contemplated thereby, will not violate (i) the Governing Documents or (ii) any applicable Commonwealth of Virginia law, rule or regulation.

     We express no opinion regarding compliance with state securities laws and regulations.

     We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the SEC. Proskauer Rose LLP, special counsel to the Parent, the Company and the Subsidiary Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Virginia law for purposes of its opinion in connection with the Securities.

     This opinion speaks as of its date and does not purport to address matters which may arise after such date. We expressly disclaim any obligation to advise you of any changes of law or facts that may hereafter come or be brought to our attention which would alter the opinions herein set forth. Finally, our opinions set forth herein are limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly so stated.

Very truly yours,

/s/ Hunton & Williams LLP

Exhibit A

Subsidiary Guarantors

1.	Grifols Biologicals Inc.
2.	Biomat USA Inc.
3.	Grifols Therapeutics Inc. (f/k/a Talecris Biotherapeutics, Inc).
4.	Talecris Plasma Resources, Inc.
5.	Instituto Grifols, S.A.
6.	Diagnostic Grifols, S.A.
7.	Movaco, S.A.
8.	Laboratorios Grifols, S.A.
9.	Grifols Italia, S.p.A.
10.	Grifols Deutschland GmbH

EX-5.3

Exhibit 5.3

To: Grifols, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Vallès 08174
Barcelona, Spain

Grifols Inc.
2410 Lillyvale Avenue
Los Angeles, California 90032-3514

October 20, 2011

Re: Registration Statement on Form F-4; $1,100,000,000 Aggregate Principal Amount of the Company’s 8.25% Senior Notes due 2018

Ladies and Gentlemen:

          We have acted as special Spanish counsel to the guarantors listed on Schedule I hereto organized under the laws of the Kingdom of Spain (the “Spanish Guarantors”) in connection with the Registration Statement on Form F-4 (as amended, the “Registration Statement”), filed by Grifols Inc, a Virginia Corporation (the “Company”), the guarantors listed on Schedule I hereto not organized under the laws of Spain (the “Foreign Guarantors”) and the Spanish Guarantors (and together with the “Foreign Guarantors”, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to $1,100,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Exchange Guarantees”). The Exchange Notes and the Exchange Guarantees are being issued pursuant to an indenture dated as of January 21, 2011, as heretofore supplemented (the “Indenture”), by and among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Exchange Notes are being offered by the Company in exchange for a like aggregate principal amount of its outstanding 8.25% Senior Notes due 2018. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of certain Exchange Guarantees.

     In giving this opinion, we have examined:

(i)	an executed copy of the Indenture,
(ii)	an executed copy of the first supplemental indenture, dated as of the June 1, 2011 (the “First Supplemental Indenture”),
(iii)	an executed copy of the second supplemental indenture, dated as of October 4, 2011 (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture, the “Supplemental Indentures”),

OSBORNE CLARKE, S.L.P.
Av. Diagonal, 477, Torre Barcelona, planta 20
08036 Barcelona (Spain)

Member of the Osborne Clarke Alliance
Barcelona     |      Brescia     |      Bristol     |      Brussels     |      Cologne     |      London     |      Madrid     |     Milan
Munich     |      Padua     |      Paris     |      Rome     |      Rotterdam     |      Silicon Valley     |     Thames Valley

Page 2

(iv)	specimens of the Exchange Guarantees,
(v)	the incorporation deeds of each of the Spanish Guarantors, each as amended and in effect on the date hereof, and
(vi)	the bylaws of each of the Spanish Guarantors, each as amended and in effect on the date hereof.

     In giving this opinion, we have assumed, with your permission, (i) the genuineness of all signatures, (ii) the legal capacity of natural persons and the authenticity of all documents we have examined, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all copies of documents submitted to us, and (v) the authenticity of the originals of such copies. As to questions of fact relevant to this opinion, with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, oral or written statements and representations of officers and other representatives of the Company and the Guarantors and others. We also have assumed, with your permission and without any independent verification, (i) the valid existence and good standing of each of the parties to the Exchange Notes, the Exchange Guarantees, the Indenture and the Supplemental Indentures (collectively, the “Documents”) (other than the Spanish Guarantors), (ii) that the Documents have been duly authorized, executed and delivered by each of the parties thereto (other than the Spanish Guarantors), (iii) that the Documents constitute legally valid and binding obligations of the parties thereto (other than the Spanish Guarantors), enforceable against each of them in accordance with their respective terms. In addition, we have assumed that the Exchange Guarantee of each Spanish Guarantor will be executed and delivered by an authorized officer of such Spanish Guarantor substantially in the form examined by us.

     Upon the basis of such examination, we advise you that, in our opinion,

(1)

Each Spanish Guarantor is a limited liability company (sociedad anonima) duly incorporated, organized, existing and established under the laws of the Kingdom of Spain.

(2)

Each Spanish Guarantor has the power and authority under its corresponding incorporation deed (escritura de constitución) and bylaws (estatutos sociales) to enter into the Exchange Guarantee to which it is a party and perform its obligations thereunder, and has duly taken all necessary corporate action required to authorize execution and delivery of the Exchange Guarantee to which it is a party and the performance of its obligations thereunder.

OSBORNE CLARKE, S.L.P.
Av. Diagonal, 477, Torre Barcelona, planta 20
08036 Barcelona (Spain)

Member of the Osborne Clarke Alliance
Barcelona     |      Brescia     |      Bristol     |      Brussels     |      Cologne     |      London     |      Madrid     |     Milan
Munich     |      Padua     |      Paris     |      Rome     |      Rotterdam     |      Silicon Valley     |     Thames Valley

Page 3

(3)	The entry into, delivery and performance of the obligations under the Exchange Guarantee to which it is a party by each Spanish Guarantor does not violate such Spanish Guarantor’s incorporation deed (escritura de constitución) or bylaws (estatutos sociales) or (ii) any laws of the Kingdom of Spain applicable to such Spanish Guarantor or its properties
(4)	No consent, approval, authorization, order, regulation, qualification or clearance of or with any court or governmental agency or regulatory body in the Kingdom of Spain having jurisdiction over each Spanish Guarantor or any of their properties or of any stock exchange authorities in the Kingdom of Spain is required for (i) the valid authorization, execution and delivery by each Spanish Guarantor of the Exchange Guarantee to which it is a party, (ii) the issuance and delivery by each Spanish Guarantor of the Exchange Guarantee to which it is party or to make interest and all other payments (including on maturity or early redemption) in United States dollars on the Exchange Notes, or (iii) for the consummation of the transactions contemplated hereby or thereby on the part of each Spanish Guarantor.
(5)	The choice of the law of the State of New York as the governing law of the Documents is valid and shall be recognized and enforced by the Courts of the Kingdom of Spain. The effectiveness of this choice will be subject to the laws of the State of New York being evidenced to the Spanish courts pursuant to Article 281 of the Civil Procedural Law (Ley de Enjuiciamiento Civil)

     The foregoing opinions are limited to the laws of the Kingdom of Spain, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

(A)

Our opinions expressed above are subject to the effects and results of the operations involved in any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, as well as to any principles of public policy (orden público)

(B)

The term “enforced” in this opinion means that the obligations assumed by the relevant party under the relevant documents are of a type that the Spanish courts would generally enforce. However, it does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular, enforcement before the Spanish courts will be subject to the following:

OSBORNE CLARKE, S.L.P.
Av. Diagonal, 477, Torre Barcelona, planta 20
08036 Barcelona (Spain)

Member of the Osborne Clarke Alliance
Barcelona     |      Brescia     |      Bristol     |      Brussels     |      Cologne     |      London     |      Madrid     |     Milan
Munich     |      Padua     |      Paris     |      Rome     |      Rotterdam     |      Silicon Valley     |     Thames Valley

Page 4

(i)	a Spanish court may refuse to give effect to any provision of the Documents on the grounds that such provision conflicts with Spanish public policy (orden público);
(ii)	the Spanish courts will apply the law subject to the equitable principles and may not grant enforcement in the event that they deem a right has not been exercised in good faith or that it has been exercised in abuse of right (abuso de derecho) and will not enforce an obligation in case of fraud;
(iii)	a Spanish court may issue and award of damages where specific performance is deemed impracticable;
(iv)	the validity and performance of contractual obligations may not be left at the discretion of one of the contracting parties as per Article 1,256 of the Civil Code (Código Civil); and
(v)	a Spanish court may not enforce a contractual provision which requires any party thereto to pay any amounts on the grounds that such provision is a penalty with the meaning of Articles 1,152 et seq. of the Civil Code (Código Civil), which the court considers obviously excessive as a pre-estimate of damages; in this event, the court may reduce the amount of the penalty.

(C)

Under the Spanish Procedural Law (Ley de Enjuiciamiento Civil) the rules of evidence in any judicial proceeding cannot be modified by agreement between the parties and, consequently, any provision of the Documents in which determinations, certifications, notifications, opinions or the likely made by the parties are to be deemed conclusive in the absence of manifest error would not be upheld by a Spanish court. The assessment of any evidence provided in any judicial proceeding will correspond to the Spanish court. The admissibility of evidence or supporting documentation before a Spanish court or authorities of any document that is not in the Spanish language may be subject to the provision of an officially sworn translation into Spanish.

(D)

The laws of the State of New York may not be applied by Spanish courts, pursuant to Articles 12.3 and 12.4 of the Civil Code (Código Civil) and Article 16 of the Rome Convention on the law applicable to contractual obligations, if the Spanish courts determine that the choice in the Documents of the laws of the state of New York has been made with the intent of avoiding the application of mandatory Spanish laws or legal requirements or if the applicable laws of the State of New York were contrary to Spanish public policy.

OSBORNE CLARKE, S.L.P.
Av. Diagonal, 477, Torre Barcelona, planta 20
08036 Barcelona (Spain)

Member of the Osborne Clarke Alliance
Barcelona     |      Brescia     |      Bristol     |      Brussels     |      Cologne     |      London     |      Madrid     |     Milan
Munich     |      Padua     |      Paris     |      Rome     |      Rotterdam     |      Silicon Valley     |     Thames Valley

Page 5

     The above opinions are based solely upon laws, rulings and regulations in effect on the date hereof, and are subject to modification to the extent that such laws, rulings and regulations may be changed in the future. We undertake no obligation to advise you of facts or changes in law occurring after the date of this opinion letter which might affect the opinions expressed herein.

     This opinion may be relied upon and referred to by Proskauer Rose LLP for the purpose of opinions to be rendered by them in connection with the registration of the Exchange Notes and Exchange Guarantees. We hereby consent to the filing of this opinion letter with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the captions “Enforceability of Civil Liabilities Under U.S. Securities Law” and “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required within Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

     This opinion is based on the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kind involved herein.

Very truly yours,

Osborne Clarke, S.L.P.

/s/ David Miranda David Miranda
Partner

OSBORNE CLARKE, S.L.P.
Av. Diagonal, 477, Torre Barcelona, planta 20
08036 Barcelona (Spain)

Member of the Osborne Clarke Alliance
Barcelona     |      Brescia     |      Bristol     |      Brussels     |      Cologne     |      London     |      Madrid     |     Milan
Munich     |      Padua     |      Paris     |      Rome     |      Rotterdam     |      Silicon Valley     |     Thames Valley

Page 6

SCHEDULE I

Guarantors

	Jurisdiction of Incorporation or
Guarantor	Organization
Grifols, S.A.	Spain
Grifols Biologicals Inc.	Delaware, United States
Biomat USA, Inc.	Delaware, United States
Grifols Therapeutics Inc.	Delaware, United States
Talecris Plasma Resources, Inc.	Delaware, United States
Instituto Grifols, S.A.	Spain
Diagnostic Grifols, S.A.	Spain
Movaco, S.A.	Spain
Laboratorios Grifols, S.A.	Spain
Grifols Italia, S.p.A.	Italy
Grifols Deutschland GmbH	Germany

OSBORNE CLARKE, S.L.P.
Av. Diagonal, 477, Torre Barcelona, planta 20
08036 Barcelona (Spain)

Member of the Osborne Clarke Alliance
Barcelona     |      Brescia     |      Bristol     |      Brussels     |      Cologne     |      London     |      Madrid     |     Milan
Munich     |      Padua     |      Paris     |      Rome     |      Rotterdam     |      Silicon Valley     |     Thames Valley

EX-5.4

Exhibit 5.4

October 20, 2011

Grifols, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Vallès 08174
Barcelona, Spain

Grifols Inc.
2410 Lillyvale Avenue
Los Angeles, California 90032-3514

Re: Registration Statement on Form F-4; $1,100,000,000 Aggregate Principal Amount of the Company’s 8.25% Senior Notes due 2018

Ladies and Gentlemen:

          We make reference to the Registration Statement on Form F-4 (as amended, the “Registration Statement”), filed by Grifols Inc., a Virginia corporation (the “Company”), Grifols Italia Spa a “società per azioni” incorporated under the laws of the Republic of Italy (“Italian Guarantor”) and the guarantors not organized under the laws of the Republic of Italy (the “Foreign Guarantors” and together with the Italian Guarantor, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to $1,100,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Exchange Guarantees”).

          The Exchange Notes and the Exchange Guarantees are being issued pursuant to an indenture dated as of January 21, 2011, as heretofore supplemented (the “Indenture”), by and among the Company, the Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

          The Exchange Notes are being offered by the Company in exchange for a like aggregate principal amount of its outstanding 8.25% Senior Notes due 2018.

          We are giving this opinion as Italian counsel for the Italian Guarantor and pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Exchange Notes and the Exchange Guarantees.

          In rendering the opinion expressed below, we have examined originals or copies certified or otherwise authenticated to our satisfaction of the following documents:

(i) an executed copy of the Indenture,

(ii) an executed copy of the first supplemental indenture, dated as of the June 1, 2011 (the “First Supplemental Indenture”),

(iii) an executed copy of the second supplemental indenture, dated as of October 4, 2011 (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture, the “Supplemental Indentures”),

(iv) specimens of the Exchange Notes to be issued and delivered pursuant to the Indenture,

(iv) specimens of the Exchange Guarantees,

(v) the current by-laws (statuto) of the Italian Guarantor, and

(vi) the resolution adopted by the board of directors of the Italian Guarantor on May 20, 2011.

          In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons and the authenticity of all documents we have examined, the conformity with the originals of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

          As to questions of fact relevant to this opinion, with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, oral or written statements and representations of officers and other representatives of the Company and the Guarantors and others.

          We also have assumed, with your permission and without any independent verification, (i) the valid existence and good standing of each of the parties to the Exchange Notes, the Exchange Guarantees, the Indenture and the Supplemental Indentures (collectively, the “Documents”) (other than the Italian Guarantor); (ii) that the Documents have been duly authorized, executed and delivered by each of the parties thereto (other than the Italian Guarantor); and (iii) that the Documents constitute legally valid and binding obligations of the parties thereto (other than the Italian Guarantor), enforceable against each of them in accordance with their respective terms.

          Based upon and subject to the foregoing and the comments and qualifications set forth below, we are of the opinion that:

1.	The Italian Guarantor is a società per azioni duly organized and validly existing and in good standing under the laws of the Republic of Italy;
2.	The Italian Guarantor has corporate power and authority to enter into the Exchange Guarantee and perform its obligations thereunder, and has duly taken all necessary corporate action required to authorize execution and delivery of the Exchange Guarantee and the performance of its obligations thereunder.

2

3.	The entry into, delivery and performance of its obligations under the Exchange Guarantee by the Italian Guarantor does not violate or result in a breach of or a default under any of (1) the by-laws of the Italian Guarantor, (2) any material contract to which the Italian Guarantor is a party (3) any Italian law applicable to the Italian Guarantor or any of their assets or properties, or (4) any judgment, order or decree known to us of any Italian court or governmental agency, body or authority or administrative agency having jurisdiction over the Italian Guarantor.
4.	No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any Italian court or governmental agency, body or authority or administrative agency is required under any Italian law applicable to the Italian Guarantor for (i) the valid authorization, execution and delivery of the Exchange Guarantee by the Italian Guarantor, (ii) the issuance and delivery of the Exchange Guarantees to which the Italian Guarantor is party or to make interest and all other payments (including on maturity or early redemption) in United States dollars on the Exchange Notes, or (iii) for the consummation of the transactions contemplated hereby or thereby on the part of the Italian Guarantor.
5.	The choice of the laws of the State of New York as the governing law of the Documents is valid and shall be recognized and enforced by Italian courts.

          The opinions expressed in this letter are subject to the following limitations and qualifications: (A) our opinion is based solely in laws, rulings and regulations in effect on the date hereof, and are subject to modification to the extent such laws, rulings and regulations may be amended in the future; we undertake no obligation to advise you of the facts or changes in law occurring after the date of this opinion letter, which might affect the opinions expressed herein; and (B) this opinion is limited to the law of the Republic of Italy, and we express no opinion as to the law of any other jurisdiction.

          This opinion may be relied upon and referred to by Proskauer Rose LLP for the purpose of opinions to be rendered by them in connection with the registration of the Exchange Notes and Exchange Guarantees. We hereby consent to the filing of this opinion letter with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required within Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

3

EX-5.5

Exhibit 5.5

21 October 2011

Legal Opinion

To Grifols Inc., 2410 Lillyvale Avenue, Los Angeles, California 90032-3514, a Virginia corporation, and Grifols S.A., Avinguda de la Generalitat, 152-158, Parc de Negocis Can Sant Joan, Sant Cugat del Vallés 08174, Barcelona, Spain, (both together are the “Addressees”), as special counsel to Grifols Deutschland GmbH (a German corporation).

Registration Statement on Form F-4 relating to US $1,100,000,000 Aggregate Principal Amount of the Company’s 8.25% Senior Notes due 2018

Ladies and Gentlemen:

1.	We have acted as special German legal counsel for Grifols Deutschland GmbH in connection with the Registration Statement on Form F-4 (as amended, “Registration Statement”), filed by Grifols Inc, a Virginia corporation (the “Company”) and the Guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (“Securities Act”), relating to the issuance of up to US $1,100,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (“Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (“Exchange Guarantees”). The Exchange Notes and the Exchange Guarantees are being issued pursuant to an indenture dated as of 21 January 2011, as hereto supplemented (“Indenture”), by and among the Company, the Guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee. The Exchange Notes are being offered by the Company in exchange for a like aggregate principal amount of its outstanding 8.25% Senior Notes due 2018.
	Unless indicated otherwise herein, all terms in capitalized letters have the meaning ascribed to them in the Agreements.
	Grifols Deutschland GmbH, with its statutory seat in Frankfurt am Main, registered with the Commercial Register at the Local Court of Frankfurt am Main under HRB 76336 (“German Company”) is a Guarantor under the Indenture.
	We render this legal opinion to you in connection with the Registration Statement (“Legal Opinion”).
2.	In rendering this Legal Opinion we have examined and relied exclusively on the documents as listed below and have not conducted any further investigation or verification:

a)	A pdf file copy of the executed Indenture dated 21 January 2011;
b)	A pdf file copy of the executed first Supplemental Indenture dated 1 June 2011 (“First Supplemental Indenture”);
c)	A pdf file copy of the executed second Supplemental Indenture, dated 4 October 2011 (“Second Supplemental Indenture”);
d)	Specimen of the Exchange Note as attached as Exhibit A to the Indenture to be issued and delivered pursuant to the Indenture;

e)	Specimen of the Exchange Guarantee as attached as Exhibit D to the Indenture, to be executed by the German Company (“German Exchange Guarantee”) (the documents listed in section 2. a) to e) together are the “Agreements”);
f)	An excerpt from the Electronic Commercial Register of the German Company dated 10 October 2011;
g)	A certified copy of the current articles of association of the German Company, included in the notarial deed 184/2011 of the notary Dr. Volker Rebmann in Frankfurt am Main, dated 29 August 2011;
h)	A copy of the resolution of the shareholder of the German Company dated 29 September 2011, whereby the shareholder approves that the German Company enters into the Second Supplement Indenture;
i)	A copy of the resolution of the shareholder of the former Grifols Deutschland GmbH dated 31 May 2011, whereby its shareholder approved that it entered into certain agreements (among others the Indenture and the First Supplemental Indenture);
j)	A copy of the resolution of the shareholder of the German Company dated 10 October 2011, whereby the shareholder approves the execution of the German Exchange Guarantee and the filing of the Registration Statement;

all such documents hereinafter referred to as the “Documents”.

Except for the Documents we have not, for the purpose of this Legal Opinion, examined any contracts or other documents entered into by or affecting the German Company or any corporate records of this entity. We have not made any further enquiries concerning this entity.

3. For the purpose of this Legal Opinion we have made the following assumptions without independent verification thereof:

a)	The Agreements are within the capacity and power of and have been (and will be as the case may be) validly authorized, executed and delivered and are binding on the parties thereto other than the German Company.
b)	All Documents submitted to us are authentic and complete.
c)	The Exchange Notes and the Exchange Guarantees will be executed and delivered by one or more authorized officer(s) (as required by laws and bylaws) of the executing company substantially in the form examined by us.
d)	The signatures on the Documents that we have reviewed are genuine.
e)	All Documents submitted to us as copies or pdf files conform to the originals.
f)	All acting individuals have legal capacity.

g)	The Agreements constitute legal, valid, binding and enforceable obligations of the parties thereto for all purposes of the laws of the State of New York.
h)	Besides the Documents there is no other agreement, undertaking, representation or warranty (oral or written) and no other arrangement between all or any of the parties to the Agreements which renders the information in the Documents inaccurate, incomplete or misleading or which affects the conclusions stated in this Legal Opinion.
i)	No changes regarding the Documents have been explicitly or implicitly agreed to or resolved upon or filed for registration by any person.
j)	All documents, forms and notices which must be delivered to the Commercial Register at the Local Court of Frankfurt am Main on behalf of or relating to the German Company have been so delivered. The files maintained at the Commercial Register for this entity are complete, accurate and up-to-date.
k)	No relevant corporate actions (including dispositions, liquidations, encumbrances of shares and shareholders’ resolutions) other than the one referred to in (2) (h), (i) and (j) have been undertaken with regard to the German Company, unless they are shown in the excerpt from the Commercial Register.
l)	No proceedings have been instituted or injunctions granted against the German Company to restrain it from performing any of its obligations under the Agreements.
m)	No steps have been taken to institute any insolvency proceedings with respect to the German Company.
n)	No law (other than German law) nor the applicability of or references to any provision(s) thereof contained in the Agreements affect any of the opinions and conclusions stated in this Legal Opinion.

4.

This Legal Opinion is not based upon and does not include any consideration of any fact or document (other than the “Documents”) connected with, or related to the Agreements or the transactions contemplated therein. It is limited to opinions expressed in section (5) (a) through (e) only. It is expressly limited to matters arising under the laws of the Federal Republic of Germany as they exist at the date hereof and as applied by German courts in force at the date hereof. We express no opinion as to the laws of any other jurisdiction than those of the Federal Republic of Germany. In addition, we express no opinion as to the tax laws of the Federal Republic of Germany.

5.

Based and relying on the Documents listed above under section (2), subject to the foregoing and subject to section (6) below, we are of the opinion that under the laws of the Federal Republic of Germany, as presently in effect:

a)	The German Company is duly organized, existing, established and in good standing under the laws of the Federal Republic of Germany as a limited liability company (GmbH).
b)	The German Company has the corporate power and authority to execute, deliver and perform each of its obligations under the German Exchange Guarantee and to consummate the transactions contemplated thereby, including without limitation, the corporate power and authority to issue and deliver the German Exchange Guarantee, as provided therein, and has duly taken all necessary corporate action required to authorize execution and delivery of the German Exchange Guarantee and the performance of its obligations thereunder.
c)	No authorisation, consent, order or approval of, nor any filing, registration, qualification, license or permit of or with any German court or governmental agency, body or authority or administrative agency is required under German law applicable to the German Company for the execution, delivery and performance by the German Company of the German Exchange Guarantee.
d)	The execution, delivery or performance by the German Company of the German Exchange Guarantee do not violate (i) the articles of association of the German Company, (ii) any compelling statutory provisions of general applicability of the laws of Germany applicable to the Germany Company or any of its assets or properties, or (iii) any judgment, order or decree for the German Company known to us of any German court or governmental body or authority or administrative agency having jurisdiction over the German Company.
e)	The choice of the laws of the State of New York to govern the Agreements will be upheld as a valid choice of law in an action before the courts of the Federal Republic of Germany and a judgement properly obtained in the State of New York against the German Company under the Agreements will be recognized by and be enforceable in courts of the Federal Republic of Germany without re-examination of the case. However, in any action in the Federal Republic of Germany, German courts will apply German rules of procedure.

6. The foregoing opinions are subject to the following limitations, qualifications and exceptions:

a)

Terms and expressions of law and of legal concepts as used herein have the meanings ascribed to them under the laws of the Federal Republic of Germany and this Legal Opinion must be read and understood accordingly.

b)

Any acts of enforcement of the Agreements and the obligations arising thereunder are limited by the effect of any applicable reorganisation, insolvency, liquidation and other similar laws and other laws or proceedings of general application relating to or affecting the rights of creditors, including, but not limited to, the German Insolvency Act (Insolvenzordnung) and the German Act on the Cancellation of Legal Acts (Anfechtungsgesetz).

	Likewise, court decisions, statutory or other laws regarding fraudulent or preferential transfers and general principles of equity (such as sections 134, 138, 242 German Civil Code) limit or affect the enforcement of creditor rights generally.
c)	Provisions requiring payment may not be enforceable, if construed as an excessive punitive payment or interest on interest.
d)	The term “validly existing” means that, according to the excerpt from the Commercial Register, the German Company has been in continuous existence since the date of its incorporation and no action is currently being taken by the registrar to delete it from the Commercial Register and to dissolve it. According to the excerpt from the Commercial Register, the German Company is not in liquidation or subject to an administrative order and no receiver or administrator of any of its assets has been appointed and no court order initiating an insolvency procedure (vorläufige Insolvenzverwaltung) has been registered nor was such initiation refused due to insufficiency of assets (Abweisung mangels Masse).
e)	The terms “court” or “governmental agency or body or authority” or “administrative agency” mean only those existing and established in the Federal Republic of Germany.
f)	We have not investigated the financial position of the German Company and this Legal Opinion does not discuss or confirm the financial merits of the obligations set forth in the Agreements.
g)	German courts may re-characterize an agreement or undertaking notwithstanding the characterization given to such agreement or undertaking by the parties thereto.
h)	Certain filings and/or proceedings with a court or other competent authorities may be required in order to obtain an enforceable court ruling.
i)	The statement in Section 5 (e) is qualified by the fact that the recognition of a judgment rendered by a court in the State of New York for a fixed amount of money is subject to the following requirements:

— The German court called on for the enforcement must have jurisdiction pursuant to German law;

— In case of a judgment in default of appearance, the defendant must have been duly served with the document which instituted the proceedings or with an equivalent document in sufficient time to enable him to arrange for his defense;

—	The judgment must not be irreconcilable with a judgment given in a dispute between the same parties in Germany or any other jurisdiction and the relevant proceedings underlying this judgment must not be irreconcilable with any proceedings instituted in Germany prior to the relevant proceeding;
—	Such recognition must not offend the basic principles of German law; especially it must not be contrary to the constitutional rights provided by the German constitution (Grundgesetz); and
—	Reciprocity must be guaranteed, i.e., a judgment obtained by a German national or by a German company in any court of Germany in a comparable situation must be recognized by the courts of the country that requests recognition and a German national or a German company must be in a position to enforce the judgment in such country.
	An order for the enforcement of such ruling will be issued provided that the aforementioned requirements for recognition are met and that the interested party has filed for the recognition with the competent court in Germany.

j)	As the Agreements are in the English language only, the interpretation of certain terms, expressions and legal concepts under German law by the German courts may be affected by the translation from the English language. We therefore express no opinion on or take any responsibility for the interpretation and meaning which will be given to the Agreements and their individual clauses by a German court. A translation may become necessary for the submission of the Agreements as evidence in the courts in Germany.
k)	Except in those cases where the claimant has his habitual residence in a member state of the European Union or in a state which is party to the European Economic Area Agreement or where international treaties to which Germany as well as the state of the claimant’s habitual residence are party provide an exemption, or where the claimant owns certain assets within Germany, or in a few other exceptional cases listed in the German Code of Civil Procedure (Zivilprozessordnung), a German court will order a claimant in court proceedings to provide security for the costs of the proceedings, unless an international treaty to which Germany as well as the state of the claimant’s habitual residence are parties, provides otherwise.
l)	Any provision contained in the Agreements to the effect that failure to exercise or delay in exercising any right or remedy shall not operate as a waiver of such rights or remedy, may not be effective.
m)	In case of enforcement in Germany of a judgment for payment of an amount denominated in a currency other than Euro, the debtor must settle the

	judgment debt in Euro at the rate of exchange applicable at the time of payment or enforcement (as the case may be).
n)	A security interest (including, without limitation, a guarantee) granted by a German limited liability company (“GmbH”) for the benefit of any affiliated company (within the meaning of sections 15 et seq. of the German Stock Corporation Act (Aktiengesetz)), other than its direct or indirect subsidiaries, to a third party creditor may constitute a violation of the capital maintenance rules as set out in Sections 30 et seq. of the German Act on limited liability companies (GmbH-Gesetz) if, at the time of the creation or enforcement of the security interest, the enforcement of the security interest would cause the GmbH’s equity (Eigenkapital) to fall below the amount of its stated capital (Stammkapital) or cause the over-indebtedness (Überschuldung) or illiquidity (Zahlungsunfähigkeit) of such GmbH. As a consequence, any payment by the German Company under the Agreements in violation of these rules may trigger repayment claims or a personal liability of the acting individuals.
o)	We have not investigated whether any statutory provision relevant to this opinion is (i) contrary to overriding provisions of the laws of the European Union or (ii) unconstitutional.

The statements set forth in this Legal Opinion (i) are limited to those matters expressly covered; no opinion is to be implied in respect of any other matter and (ii) are as of the date hereof.

This opinion may be relied upon and referred to by Proskauer Rose LLP for the purpose of opinions to be rendered by them in connection with the registration of the Exchange Notes and Exchange Guarantees. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required within Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

This opinion may not be disclosed without our prior written consent except (i) to any transferee or assignee of the Addressees or (ii) as required by law or regulation.

Any legal dispute arising out of this letter and the opinion expressed herein shall be governed by the laws of the Federal Republic of Germany with the exclusion of its conflict of laws provisions. The courts in Munich, Federal Republic of Germany, shall have exclusive jurisdiction with regard to any disputes arising under or in connection with this Letter or the opinion expressed herein.

We expressly disclaim any duty to update this letter in the future in the event there are any changes of relevant fact or law that may affect any of our opinions expressed herein.

Yours faithfully,

Matthias Elser
Rechtsanwalt/Partner

Osborne Clarke
phone:  +49 89 54348040
fax:       +49 89 54348041
e-mail:   matthias.elser@osborneclarke.com

EX-10.1

Exhibit 10.1

Execution Version

CREDIT AND GUARANTY AGREEMENT

dated as of November 23, 2010

among

GRIFOLS INC., as U.S. Borrower,

GRIFOLS, S.A., as Foreign Borrower,

GRIFOLS, S.A. AND CERTAIN SUBSIDIARIES OF GRIFOLS, S.A.,
as Guarantors,

VARIOUS LENDERS,
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

Senior Secured Credit Facilities

TABLE OF CONTENTS

	Page
ARTICLE I. DEFINITIONS AND INTERPRETATION		2
Section 1.01 Definitions		2
Section 1.02 Accounting Terms		59
Section 1.03 Interpretation, Etc.		59
Section 1.04 Exchange Rates; Currency Equivalents		59
ARTICLE II. LOANS AND LETTERS OF CREDIT		60
Section 2.01 Term Loans		60
Section 2.02 Revolving Loans		61
Section 2.03 Swing Line Loans		64
Section 2.04 Issuance of Letters of Credit and Purchase of Participations Therein		67
Section 2.05 Pro Rata Shares; Availability of Funds		75
Section 2.06 Use of Proceeds		75
Section 2.07 Evidence of Debt; Register; Notes		76
Section 2.08 Interest on Loans		76
Section 2.09 Conversion/Continuation		79
Section 2.10 Default Interest		80
Section 2.11 Fees		80
Section 2.12 Scheduled Payments/Commitment Reductions		82
Section 2.13 Voluntary Prepayments/Commitment Reductions		87
Section 2.14 Mandatory Prepayments/Commitment Reductions		90
Section 2.15 Application of Prepayments; Application of Proceeds of Collateral		93
Section 2.16 General Provisions Regarding Payments		94
Section 2.17 Ratable Sharing		95
Section 2.18 Making or Maintaining Eurocurrency Rate Loans		96
Section 2.19 Increased Costs; Capital Adequacy		97
Section 2.20 Taxes; Withholding, Etc.		99
Section 2.21 Obligation to Mitigate		103
Section 2.22 Defaulting Lenders		104
Section 2.23 Removal or Replacement of a Lender		104
Section 2.24 Appointment of Borrower Representative		105
Section 2.25 Ancillary Facilities		106
ARTICLE III. CONDITIONS PRECEDENT		109
Section 3.01 Closing Date		109
Section 3.02 Conditions to Each Credit Extension		116
Section 3.03 Conditions to Effectiveness		117
ARTICLE IV. REPRESENTATIONS AND WARRANTIES		117
Section 4.01 Organization; Structure Chart; Requisite Power and Authority; Qualification		117

i

	Page
Section 4.02 Equity Interests and Ownership		118
Section 4.03 Due Authorization		118
Section 4.04 No Conflict		118
Section 4.05 Governmental Consents		118
Section 4.06 Binding Obligation		119
Section 4.07 Historical Financial Statements		119
Section 4.08 Projections		119
Section 4.09 No Material Adverse Change		119
Section 4.10 Adverse Proceedings, Etc.		119
Section 4.11 Payment of Taxes		120
Section 4.12 Properties		120
Section 4.13 Environmental Matters		120
Section 4.14 Health Care Regulatory Matters		121
Section 4.15 No Defaults		124
Section 4.16 Governmental Regulation		124
Section 4.17 Margin Stock		124
Section 4.18 Employee Benefit Plans		124
Section 4.19 Solvency		125
Section 4.20 Compliance with Statutes, Etc.		125
Section 4.21 Disclosure		125
Section 4.22 PATRIOT Act		126
Section 4.23 Intellectual Property		126
Section 4.24 Merger Documents		127
Section 4.25 Ranking; Security		127
Section 4.26 Centre of Main Interests and Establishments		127
Section 4.27 Enforcement and Relevant Jurisdiction		128
ARTICLE V. AFFIRMATIVE COVENANTS		128
Section 5.01 Financial Statements and Other Reports		128
Section 5.02 Existence		132
Section 5.03 Payment of Taxes and Claims		133
Section 5.04 Maintenance of Properties		133
Section 5.05 Insurance		133
Section 5.06 Books and Records; Inspections		134
Section 5.07 Lenders’ Calls		134
Section 5.08 Compliance with Material Contractual Obligations and Laws		134
Section 5.09 Environmental		134
Section 5.10 Health Care Regulatory Matters		135
Section 5.11 Maintenance of Ratings		136
Section 5.12 Intellectual Property		136
Section 5.13 Subsidiaries		137
Section 5.14 Additional Material Real Estate Assets		138
Section 5.15 Additional Collateral		138
Section 5.16 Interest Rate Protection		138
Section 5.17 Further Assurances		138
Section 5.18 Foreign Bank Accounts and Cash held by Foreign Group Member		139

ii

	Page
Section 5.19 Cash Management Systems		139
Section 5.20 Guarantor Coverage Test		139
Section 5.21 “Know Your Customer” Checks		140
Section 5.22 ERISA		140
Section 5.23 Delivery of Post-Closing Date Collateral Documentation		140
ARTICLE VI. NEGATIVE COVENANTS		141
Section 6.01 Indebtedness		141
Section 6.02 Liens		143
Section 6.03 No Further Negative Pledges		146
Section 6.04 Restricted Payments		146
Section 6.05 Restrictions on Subsidiary Distributions		147
Section 6.06 Investments		147
Section 6.07 Financial Covenants		149
Section 6.08 Fundamental Changes; Disposition of Assets; Acquisitions		151
Section 6.09 Disposal of Subsidiary Interests		153
Section 6.10 Sales and Lease-Backs		153
Section 6.11 Transactions with Shareholders and Affiliates		154
Section 6.12 Conduct of Business		154
Section 6.13 Amendments or Waivers of Organizational Documents and Certain Other Documents		154
Section 6.14 Fiscal Year		154
Section 6.15 Centre of Main Interests and Establishments		155
Section 6.16 Limitation in Relation to German Loan Parties		155
Section 6.17 Financial Assistance		156
ARTICLE VII. GUARANTY		156
Section 7.01 Guaranty of the Obligations		156
Section 7.02 Contribution by Guarantors		156
Section 7.03 Payment by Guarantors		157
Section 7.04 Liability of Guarantors Absolute		157
Section 7.05 Waivers by Guarantors		159
Section 7.06 Guarantors’ Rights of Subrogation, Contribution, Etc.		160
Section 7.07 Subordination of Other Obligations		160
Section 7.08 Continuing Guaranty		161
Section 7.09 Authority of Guarantors or the Borrowers		161
Section 7.10 Financial Condition of the Borrowers		161
Section 7.11 Bankruptcy, Etc.		161
Section 7.12 Discharge of Guaranty Upon Sale of Guarantor		162
Section 7.13 Spanish Guarantor Limitations		162
Section 7.14 Italian Guarantor Limitations		162
Section 7.15 German Guarantor Limitations		162
ARTICLE VIII. EVENTS OF DEFAULT		164
Section 8.01 Events of Default		164

iii

	Page
ARTICLE IX. AGENTS		168
Section 9.01 Appointment of Agents		168
Section 9.02 Powers and Duties		168
Section 9.03 General Immunity		169
Section 9.04 Agents Entitled to Act as Lender		171
Section 9.05 Lenders’ Representations, Warranties and Acknowledgment		171
Section 9.06 Right to Indemnity		172
Section 9.07 Successor Administrative Agent, Collateral Agent and Swing Line Lender		172
Section 9.08 Security Documents and Guaranty		174
Section 9.09 Withholding Taxes		176
Section 9.10 Administrative Agent May File Proofs of Claim		176
Section 9.11 Administrative Agent’s “Know Your Customer” Requirements		177
Section 9.12 Spanish Collateral Agent		177
Section 9.13 Italian Collateral Agent		177
Section 9.14 German Collateral Agent		178
Section 9.15 Parallel Debt		179
ARTICLE X. MISCELLANEOUS		181
Section 10.01 Notices		181
Section 10.02 Expenses		183
Section 10.03 Indemnity		184
Section 10.04 Set-Off		185
Section 10.05 Amendments and Waivers		185
Section 10.06 Successors and Assigns; Participations		189
Section 10.07 Independence of Covenants, Etc		193
Section 10.08 Survival of Representations, Warranties and Agreements		194
Section 10.09 No Waiver; Remedies Cumulative		194
Section 10.10 Marshalling; Payments Set Aside		194
Section 10.11 Severability		194
Section 10.12 Obligations Several; Independent Nature of Lenders’ Rights		195
Section 10.13 Table of Contents and Headings		195
Section 10.14 APPLICABLE LAW		195
Section 10.15 CONSENT TO JURISDICTION		195
Section 10.16 WAIVER OF JURY TRIAL		196
Section 10.17 Confidentiality		197
Section 10.18 Usury Savings Clause		198
Section 10.19 Counterparts		198
Section 10.20 Executive Proceedings		199
Section 10.21 Effectiveness; Entire Agreement; No Third Party Beneficiaries		199
Section 10.22 PATRIOT Act		200
Section 10.23 Electronic Execution of Assignments		200
Section 10.24 No Fiduciary Duty		200
Section 10.25 Judgment Currency		201

iv

SCHEDULES:	1.01(a)	Tranche A Term Loan Commitments
	1.01(b)	Tranche B Term Loan Commitments
	1.01(c)	Revolving Commitments
	1.01(d)	Notice Addresses
	1.01(e)	Agreed Security Principles
	1.01(f)	Mandatory Costs
	4.01	Jurisdictions of Organization and Qualification; Capital Structure
	4.02	Equity Interests and Ownership
	4.12	Real Estate Assets
	6.01	Certain Indebtedness
	6.02	Certain Liens
	6.06	Certain Investments
EXHIBITS:	A-1	Borrowing Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	Tranche A Term Loan Note
	B-2	Tranche B Term Loan Note
	B-3	Revolving Loan Note
	B-4	Swing Line Note
	C-1	Compliance Certificate
	C-2	Guarantor Coverage Certificate
	D	Assignment Agreement
	E	Certificate re Non-Bank Status
	F-1	Closing Date Certificate
	F-2	Solvency Certificate
	G	Counterpart Agreement
	H	U.S. Pledge and Security Agreement
	I	Mortgage

v

CREDIT AND GUARANTY AGREEMENT

          This CREDIT AND GUARANTY AGREEMENT, dated as of November 23, 2010, is entered into by and among GRIFOLS INC., a Delaware corporation (the “U.S. Borrower”), GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent” and, in its capacity as borrower hereunder, the “Foreign Borrower” and, together with the U.S. Borrower, the “Borrowers”), THE PARENT AND CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, the Lenders party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

RECITALS:

     WHEREAS, capitalized terms used in these Recitals have the respective meanings set forth for such terms in Section 1.01 hereof;

     WHEREAS, on or prior to the Closing Date, Talecris Biotherapeutics Holdings Corp., a Delaware corporation (the “Target”, together with each of its Subsidiaries, the “Acquired Business”) will have merged with and into a new reincorporation merger surviving corporation (the “Merger Corp”) in order to effect the Target’s reincorporation as a Virginia corporation, with the Merger Corp being the surviving corporation (the “Reincorporation Merger”);

     WHEREAS, following the Reincorporation Merger, pursuant to that certain Agreement and Plan of Merger, dated as of June 6, 2010 (the “Merger Agreement”), by and among the Parent, the U.S. Borrower, the Target and the other parties thereto, the U.S. Borrower will merge with and into the Merger Corp (the “Merger”), with the Merger Corp being the surviving corporation (and Merger Corp shall, concurrently therewith, assume all of the Obligations of the U.S. Borrower hereunder);

     WHEREAS, Merger Corp will, immediately subsequent to the Merger, change its name to “Grifols, Inc.”, a Virginia corporation;

     WHEREAS, in connection with the Merger, the shareholders of Merger Corp shall receive (a) approximately 86,500,000 shares of non-voting Class B common stock of the Parent and (b) approximately $576,100,000 in cash (collectively, the “Merger Consideration”);

     WHEREAS, the Lenders have agreed to extend certain credit facilities to the Borrowers named herein, consisting of $1,200,000,000 aggregate principal amount of U.S. Tranche A Term Loans, €220,000,000 aggregate principal amount of Foreign Tranche A Term Loans, $1,300,000,000 aggregate principal amount of U.S. Tranche B Term Loans, €220,000,000 aggregate principal amount of Foreign Tranche B Term Loans, up to $50,000,000 aggregate principal amount of U.S. Revolving Commitments, up to €36,666,666.67 aggregate principal amount of Foreign Revolving Commitments and up to $200,000,000 aggregate principal amount of U.S. Multicurrency Revolving Commitments, the proceeds of which shall be used to finance, in part, the Merger (including repaying, retiring or redeeming the Refinanced Indebtedness and paying Transaction Costs);

1

     WHEREAS, the U.S. Borrower or the Escrow Issuer will issue the senior unsecured notes pursuant to the Senior Notes Indenture (or, if such notes are not so issued in a sufficient amount, the U.S. Borrower will incur the Bridge Loans) on or prior to the Closing Date, the proceeds of which shall be used (upon release from the Escrow Account, as applicable) to finance, in part, the Merger (including repaying, retiring or redeeming the Refinanced Indebtedness and paying Transaction Costs);

     WHEREAS, the Borrowers have agreed to secure all of their Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests in each of their respective Subsidiaries and, in the case of the U.S. Borrower with respect to the U.S. Loans, limited to 65.00% of all the Equity Interests in the U.S. Borrower’s first tier Foreign Subsidiaries, subject to the exceptions and limitations described herein; and

     WHEREAS, subject to the terms hereof and the limitations described herein, the Guarantors have agreed to guarantee the obligations of the Borrowers hereunder and to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests of each of their respective Subsidiaries and limited to 65.00% of all the Equity Interests in the U.S. Borrower’s first tier Foreign Subsidiaries with respect to any grant of security in respect of the guarantee of obligations of the U.S. Borrower.

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS AND INTERPRETATION

     Section 1.01 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

     “Acceptable Bank” means (a) any bank or financial institution that has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by S&P or Fitch or A2 or higher by Moody’s or a comparable rating from an internationally recognized credit rating agency or (b) any bank that is credit insured by a US, UK, Swiss, Danish or Canadian or member state of the European Union government agency (including the Federal Deposit Insurance Company in the United States).

          “Acquired Business” has the meaning specified in the recitals hereto.

          “Acquisition Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by any Group Member in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which

2

are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business.

          “Additional Assets” means any property, plant or equipment used in any business in which any Group Member was engaged on the Closing Date and any business related, ancillary or complementary to any business in which any Group Member was engaged on the Closing Date.

          “Additional Tranche B Term Loan Commitments” has the meaning set forth in Section 10.05(d).

          “Adjusted Eurocurrency Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan, the greater of (a) 1.75% per annum and (b) the interest rate determined by the Administrative Agent to be the applicable Screen Rate as of 11:00 A.M (London, England time) on the Interest Rate Determination Date. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Administrative Agent, at which deposits (for delivery on the first day of such period) with a term equivalent to such period in the relevant currency, determined at approximately 11:00 A.M. (London, England time) on such Interest Rate Determination Date to first-class banks in the London Interbank Eurodollar market for such Interest Period for the applicable principal amount on such date of determination, multiplied by an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

          “Administrative Agent” has the meaning specified in the preamble hereto.

          “Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Group Member) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of any Group Member, threatened against or affecting any Group Member or any property of any Group Member.

          “Affected German Guarantor” has the meaning set forth in Section 7.15(a).

          “Affected Lender” has the meaning set forth in Section 2.18(b).

          “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (a) to vote 10.0% or more of the Securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting Securities or by contract or otherwise; provided, that no Agent or Lender shall be deemed to be an Affiliate of any Loan Party.

          “Agent” means each of the Administrative Agent and the Collateral Agent.

3

          “Agent Affiliates” has the meaning set forth in Section 10.01(b)(iii).

          “Aggregate Amounts Due” has the meaning set forth in Section 2.17.

          “Aggregate Payments” has the meaning set forth in Section 7.02.

          “Agreed Security Principles” means the security principles applicable to Foreign Loan Parties as set forth on Schedule 1.01(e).

          “Agreement” means this Credit and Guaranty Agreement, dated as of November 23, 2010, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “Agreement Currency” has the meaning set forth in Section 10.25.

          “Agreement Execution Date” means November 23, 2010.

          “Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Foreign Revolving Commitment Period.

          “Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum applicable Other Foreign Currency amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorized as such under Section 2.25, to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

          “Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.

          “Ancillary Facility” means any ancillary facility made available by any Ancillary Lender in accordance with Section 2.25.

          “Ancillary Lender” means each Lender (or Affiliate of a Lender) that makes available an Ancillary Facility in accordance with Section 2.25.

          “Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force, the aggregate of the Euro Equivalent of the following amounts outstanding under such Ancillary Facility: (a) the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of any Borrower of an Ancillary Facility with the Ancillary Lender making available such Ancillary Facility to the extent that the credit balances are freely available to be set off by such Ancillary Lender against liabilities owed to it by that Borrower under such Ancillary Facility); (b) the face amount of each guaranty, bond and letter of credit under such Ancillary Facility and (c) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of such Ancillary Lender under each other type of accommodation provided under such Ancillary Facility, in each of clauses (a) through (c), as determined by such Ancillary Lender, acting

4

reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

          “Applicable Margin” means, (a) with respect to the Foreign Revolving Credit Facility and the Foreign Tranche A Term Loan Facility, 4.00% per annum, (b) with respect to the Foreign Tranche B Term Loan Facility, 4.50% per annum, (c) with respect to the U.S. Revolving Credit Facility, the U.S. Multicurrency Revolving Facility and the U.S. Tranche A Term Loan Facility, (i) 2.75% per annum, in the case of Base Rate Loans and (ii) 3.75% per annum, in the case of Eurocurrency Rate Loans and (d) with respect to the U.S. Tranche B Term Loan Facility, (i) 3.25% per annum, in the case of Base Rate Loans and (ii) 4.25% per annum, in the case of Eurocurrency Rate Loans.

          “Applicable Reserve Requirement” means, at any time, for any Eurocurrency Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (b) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurocurrency Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

          “Applicable Swing Line Lender” means the U.S. Swing Line Lender or the U.S. Multicurrency Swing Line Lender, as appropriate or as the context may require.

          “Approved Currency” means each of Dollars, Euros and any Other Foreign Currencies.

          “Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to Agents or to Lenders by means of electronic communications pursuant to Section 10.01(b).

          “Arrangers” means each of 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., in their respective capacities as a joint lead arranger under the Commitment Letter.

          “Asset Disposition” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or

5

other disposition to, or any exchange of property with, any Person (other than any Borrower or any Wholly-Owned Subsidiary Guarantor), in one transaction or a series of transactions, of all or any part of any Group Member’s businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of the Parent’s Subsidiaries, other than (a) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), (b) worn out, obsolete, scrap or surplus assets in the ordinary course of business and (c) sales, leases or licenses out of other assets for aggregate consideration of less than $2,000,000 with respect to any transaction or series of related transactions.

          “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by the Administrative Agent.

          “Assignment Effective Date” has the meaning set forth in Section 10.06(b).

          “Attributable Indebtedness” means, on any date, in respect of any Capital Lease (including any sale leaseback transaction resulting in a Capital Lease) of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP (or IFRS, as applicable).

          “Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer or any director of a company.

          “Available Amount” means, as of any date,

          (a) during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered by the Chief Financial Officer of the Parent in accordance with Section 5.01 hereof) is greater than 3.75:1.00, the amount equal to (i) the sum of (A) $25,000,000 and (B) the Net Cash Proceeds received on or prior to the date of such determination of the Available Amount from the issuance or sale of Equity Interests in the Parent after the Closing Date that are not applied to prepay the Loans pursuant to Section 2.14(d), less (ii) the sum of any Available Amount used to make (A) Restricted Payments pursuant to Section 6.04(c), 6.04(d) and 6.04(e), (B) below par purchases of Term Loans in accordance with Section 2.13(c) and (C) Consolidated Capital Expenditures pursuant to the second paragraph of Section 6.07(c); and

          (b) during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered by the Chief Financial Officer of the Parent in accordance with Section 5.01 hereof) is 3.75:1.00 or less, the amount equal to (i) the sum of (A) 40% of the Consolidated Net Income of the Group accrued since the most recently ended Fiscal Quarter prior to the Closing Date to the end of the most recently ended Fiscal Quarter of the Parent for which financial statements have been delivered in accordance with Section 5.01 hereof (or, in case such Consolidated Net Income is negative,

6

minus 100% of such deficit) and (B) the Net Cash Proceeds received on or prior to the date of such determination of the Available Amount from the issuance or sale of Equity Interests in the Parent after the Closing Date that are not applied to prepay the Loans pursuant to Section 2.14(d), less (ii) the sum of any Available Amount used to make (A) Restricted Payments pursuant to Section 6.04(c), 6.04(d) and 6.04(e), (B) below par purchases of Term Loans in accordance with Section 2.13(c) and (C) Capital Expenditures pursuant to Section 6.07(c).

          “Available Ancillary Commitment” means, in relation to any Ancillary Facility, an Ancillary Lender’s Ancillary Commitment, less the Ancillary Outstandings in relation to such Ancillary Facility.

          “Bank Guarantee” means a direct guaranty issued for the account of a Foreign Borrower pursuant to this Agreement by the Issuing Bank, in form acceptable to the Issuing Bank, ensuring that a liability of such Borrower acceptable to the Issuing Bank and owing to a third party will be met.

          “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

          “Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1.00% and (c) the Adjusted Eurocurrency Rate that would be payable on a Eurocurrency Rate Loan commencing on such day with a one-month Interest Period, plus 1.00% (or if no Interest Period could commence on such day, the immediately preceding day on which such an Interest Period would commence). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

          “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 the Parent immediately prior to the Closing Date, (b) the contribution of the purchase price of such shares by the Parent to Grifols, Inc. immediately prior to the Closing Date and (c) the subsequent purchase of such shares from BBVA by Grifols, Inc. on the Closing Date to effect the delivery of the Merger Consideration.

          “BBVA Securities” has the meaning set forth in Section 10.24.

          “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

          “Bookrunners” means each means each of 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., in their respective capacities as a joint bookrunner under the Commitment Letter.

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          “Borrower Representative” means the U.S. Borrower in its capacity as representative of the other Borrowers as set forth in Section 2.25.

          “Borrowers” has the meaning specified in the preamble hereto.

          “Borrowing Notice” means a notice substantially in the form of Exhibit A-1.

          “Bridge Loans” means, if applicable, any term loans borrowed by the U.S.Borrower under the Bridge Loan Agreement on the Closing Date.

          “Bridge Loan Agreement” means, if applicable, the credit agreement governing the terms and issuance of loans provided to the U.S. Borrower pursuant to the terms of the Commitment Letter (other than the Loans provided hereunder).

          “Bridge Permanent Financing” means any term loans or series of notes issued on or prior to the maturity of the loans issued under the Bridge Loan Agreement, the proceeds of which are used solely to refinance such Bridge Loans.

          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York City and the Kingdom of Spain and:

          (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

          (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer which utilizes a single shared platform and which was launched on 19 November 2007 (TARGET 2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro; provided, however, that any such day shall not be deemed to be a Business Day for purposes of this clause (b) if commercial banks are authorized to close, or are in fact closed, in London, England.

          (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

          (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan

8

denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

          “Buy-Side Advisors” has the meaning set forth in Section 10.24.

          “Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP (or IFRS, as applicable) is or should be accounted for as a capital lease on the balance sheet of that Person.

          “Cash Equivalents” means, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (ii) 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; (b) 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; (c) certificates of deposit or bankers’ acceptances maturing within six 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 (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator), and (ii) has Tier 1 capital of not less than $1,000,000,000; (d) has a rating of at least AA- from S&P and Aa3 from Moody’s; (e) any repurchase agreement entered into with any Lender or any commercial banking institution satisfying the criteria of clause (iii) herein which (i) is secured by a fully perfected security interest in any obligation of the type described in clause (a)(i) and (ii) 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; (f) commercial paper and variable fixed rate notes issued by any commercial banking institution satisfying the criteria of clause (c) 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; (g) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) through (f) above, (ii) has net assets of not less than $5,000,000,000, and (iii) has the highest rating obtainable from either S&P or Moody’s; and (h) instruments equivalent to those referred to in clauses (a) through (g) 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

9

and ratings described in such clauses or equivalent ratings from comparable foreign ratings agencies; provided, that in the case of any Investment by the Foreign Borrower or a Foreign Subsidiary, “Cash Equivalents” shall also include: (A) 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, (B) investments of the type and maturity described in clauses (a) through (h) above of Foreign Subsidiaries, which Investments have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (C) shares of money market mutual or similar funds which invest exclusively in assets otherwise satisfying the requirements of this definition (including this proviso).

          “Cash Management Agreement” means any agreement or arrangement to provide treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer (including automated clearinghouse transfer services) and other cash management services.

          “Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit E.

          “Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any guideline, request or directive issued or made after the Agreement Execution Date by any central bank or other Governmental Authority (whether or not having the force of law).

          “Change of Control” means, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have acquired beneficial ownership or control of 35% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of the Parent or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Parent; provided, that notwithstanding the foregoing clauses (i) and (ii), the Permitted Holders may, without effecting a Change of Control hereunder, beneficially own or control up to 50% on a fully diluted basis of the voting and/or economic interests in the Equity Interests of the Parent, (b) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the Parent cease to be occupied by Persons who either (i) were members of the board of directors of the Parent on the Closing Date or (ii) were nominated for election by the board of directors of the Parent, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (c) any “change of control” (or similar event, however denominated) shall occur under and as defined in any indenture or any other agreement in respect of Material Indebtedness, including the Senior Notes, to which any Group Member is a party. Notwithstanding the foregoing, in no event shall a Change of Control be deemed to occur as a result of the Merger or the transactions contemplated thereby.

          “Class” means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders having U.S. Tranche A Term Loan Exposure, (ii) Lenders having Foreign Tranche A Term Loan Exposure, (iii) Lenders having U.S. Tranche B Term Loan Exposure, (iv)

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Lenders having Foreign Tranche B Term Loan Exposure, (v) Lenders having U.S. Revolving Exposure (including the U.S. Swing Line Lender), (vi) Lenders having U.S. Multicurrency Revolving Exposure (including the U.S. Multicurrency Swing Line Lender) and (vii) Lenders having Foreign Revolving Exposure, and (b) with respect to Loans, each of the following classes of Loans: (i) U.S. Tranche A Term Loans, (ii) Foreign Tranche A Term Loans, (iii) U.S. Tranche B Term Loans, (iv) Foreign Tranche B Term Loans, (v) U.S. Revolving Loans (including U.S. Swing Line Loans), (vi) U.S. Multicurrency Revolving Loans (including U.S. Multicurrency Swing Line Loans) and (vii) Foreign Revolving Loans.

          “Closing Date” means the date on which conditions set forth in Section 3.01 of the Agreement are satisfied or waived in accordance with Section 10.05 hereof, prior to or concurrently with the making of the Term Loans.

          “Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F-1.

          “Closing Date Consolidated Adjusted EBITDA” means, for any period, (a) Consolidated Net Income of the Parent and its Subsidiaries and the Acquired Business, plus, to the extent deducted in determining Consolidated Net Income of the Parent and its Subsidiaries and the Acquired Business, (i) interest expense, amortization or write-off of debt discount, other deferred financing costs and other fees and charges associated with Indebtedness, (ii) expenses for taxes based on income or gain, (iii) depreciation, (iv) amortization, write-offs, write-downs, asset revaluations and other non-cash charges, losses and expenses, including non-cash equity compensation expenses, (v) impairment of intangibles, including, without limitation, goodwill, (vi) extraordinary losses (as determined in accordance with GAAP (or IFRS, as applicable)) realized other than in the ordinary course of business, (vii) fees paid pursuant to that certain management agreement, dated as of December 6, 2006, between the Acquired Business and its majority shareholder (prior to giving effect to the Acquisition) as in effect on such date, (viii) fees and expenses incurred in connection with permitted acquisitions and investments, (ix) extraordinary, unusual, or non-recurring charges and expenses including transition, restructuring and “carveout” expenses, (x) one-time costs and expenses directly related to the establishment of systems and processes necessary to remedy control issues raised by the Parent’s or the Acquired Business’ auditors or to effect compliance with the rules promulgated under the Sarbanes-Oxley Act of 2002 (whether or not such compliance is required by applicable law), it being understood that such costs and expenses (A) shall only relate to the initial implementation of such systems and processes, (B) shall be included in the calculation of the Closing Date Consolidated Adjusted EBITDA only for the period in which such initial implementation occurred and (C) shall be excluded from the calculation of Closing Date Consolidated Adjusted EBITDA to the extent they relate to any period subsequent to such initial implementation, (xi) legal, accounting, consulting, and other costs and expenses relating to the Parent’s or the Acquired Business’ potential or actual issuance of Equity Interests, including without limitation an initial public offering of common stock, (xii) Special Recognition Bonus 2A paid to members of management out of proceeds of the Loans and Term Loans (so long as the sum of such bonuses plus the amount of the Dividend actually paid does not exceed the maximum amount of the Dividend), (xiii) annual Special Recognition Bonus 2B paid to members of management to the extent permitted hereunder, (xiv) Special Recognition Bonus 1 and (xv) $85,000,000 of synergies related to the Acquisition, minus, (b) to the extent included in consolidated income from operations, interest

11

income, extraordinary gains (as determined in accordance with GAAP (or IFRS, as applicable) realized other than in the ordinary course of business, all calculated without duplication for the Parent and its Subsidiaries and the Acquired Business on a consolidated basis. For the avoidance of doubt, the CSL break-up fee and any other extraordinary, unusual or non-recurring gains and incomes shall not be included in Closing Date Consolidated Adjusted EBITDA.

          “Closing Date Consolidated Net Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all funded indebtedness (including guarantees) of the Parent and its Subsidiaries and the Acquired Business determined on a consolidated basis in accordance with their respective GAAP (or IFRS, as applicable) minus the amount of unrestricted cash and Cash Equivalents of the Parent and its Subsidiaries and the Acquired Business on the Closing Date, after giving effect to the Acquisition, determined on a consolidated basis in accordance with GAAP (or IFRS, as applicable).

           “Closing Date Mortgaged Property” has the meaning set forth in Section 3.01(g)(1).

          “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Security Documents as security for the Obligations.

          “Collateral Agent” has the meaning specified in the preamble hereto.

          “Collateral Verification Certificate” has the meaning set forth in Section 5.01(j)(iii).

          “Commitment” means any Revolving Commitment or Term Loan Commitment.

          “Commitment Letter” has the meaning set forth in Section 10.21.

          “Commitment Termination Date” means the earlier of (a) the termination or abandonment of the Merger Agreement, (b) the consummation of the Merger with or without the funding of the Term Loans hereunder and (c) 5:00 p.m. (New York City time) on March 6, 2011.

          “Company Representations” means the representations made by or with respect to the Target and its respective Subsidiaries under the Merger Agreement, but only to the extent that the Borrower Representative or its Affiliates has the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement.

          “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C-1.

          “Confidential Information Memorandum” means the Confidential Information Memorandum of the Borrowers dated as of June 28, 2010.

          “Consolidated Adjusted EBITDA” means, for any period, an amount determined for the Group on a consolidated basis equal to Consolidated Net Income, plus, (a) to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for (i) consolidated

12

interest expense (net of interest earned) and any upfront fees payable to the Arrangers in connection with this Agreement, (ii) provisions for taxes based on income or gain, (iii) total depreciation expense, (iv) total amortization expense (including, without duplication, any upfront fees payable to the Arrangers in connection with this Agreement being amortized), (v) other non-cash charges reducing Consolidated Net Income, either related to: (A) stock-based compensations, or (B) purchase accounting adjustments (excluding any such non cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), and (vi) Exceptional Items, without duplication, resulting in a loss, minus, (b) to the extent increasing Consolidated Net Income, the sum, without duplication, of amounts for (i) other non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period) and (ii) Exceptional Items, without duplication, resulting in a gain.

          For purposes of the maximum Leverage Ratio or minimum Interest Coverage Ratio, Consolidated Adjusted EBITDA shall be calculated pro forma for material acquisitions and disposals, such that Consolidated Adjusted EBITDA would be adjusted to (a) include net income before net interest expense, taxes, depreciation and amortization attributable to the acquired entity (or assets) prior to its becoming a member of the Group during the relevant period, and (b) excluding net income before net interest expense, taxes, depreciation and amortization attributable to the disposed of entity (or assets) prior to its being disposed of by the Group during the relevant period. For the avoidance of doubt, such adjustment for material acquisitions and disposals shall not apply to the calculation of Consolidated Cash Flow for Debt Service or Consolidated Excess Cash Flow.

          “Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of the Group during such period determined on a consolidated basis that, in accordance with GAAP (or IFRS, as applicable), are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of the Group.

          “Consolidated Cash Flow for Debt Service” means, for any fiscal period, Consolidated Adjusted EBITDA for such relevant period after, without duplication and excluding the effect of all cash movements associated with the Merger and the Transaction Costs:

          (a) adding the amount of any decrease (and deducting the amount of any increase) in the Consolidated Working Capital Adjustment;

          (b) adding the amount of any cash receipts during the relevant period in respect of any Tax rebates or credits and deducting the amount actually paid or due and payable in respect of Taxes during that relevant period by any Group Member;

          (c) adding (to the extent not already taken into account in determining Consolidated Adjusted EBITDA) the amount of any dividends or other profit distributions received in cash by any Group Member during the relevant period from any entity which is itself not a Group Member and deducting (to the extent not already deducted in determining

13

Consolidated Adjusted EBITDA) the amount of any dividends or other profit distributions paid in cash during the relevant period to any shareholder in any Group Member which is not itself a Group Member;

          (d) adding the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) and deducting the amount of any non-cash credits (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) in each case to the extent taken into account in establishing Consolidated Adjusted EBITDA;

          (e) deducting the amount of Consolidated Capital Expenditure actually made (or due to be made) during that relevant period by any Group Member, except to the extent funded from:

          (i) the Net Cash Proceeds of an Asset Disposition or the Net Cash Proceeds of a Casualty Event permitted to be retained for this purpose; or

          (ii) financed with the issuance of Equity Interests of the Parent that are not applied to prepay the Loans pursuant to Section 2.14; and

          (f) deducting the sum of (i) the aggregate of any cash consideration paid for, or the cash cost of, any Permitted Acquisitions, and (ii) the amount of any cash Investments in a Joint Venture.

          “Consolidated Current Assets” means, as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP (or IFRS, as applicable), excluding cash and Cash Equivalents.

          “Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP (or IFRS, as applicable), excluding the current portion of long term debt.

          “Consolidated Excess Cash Flow” means, for any fiscal period, an amount (if positive) equal to Consolidated Adjusted EBITDA for such relevant period after, without duplication and excluding the effect of all cash movements associated with the Merger and the Transaction Costs:

          (a) adding the amount of any decrease (and deducting the amount of any increase) in the Consolidated Working Capital Adjustment;

          (b) adding the amount of any cash receipts (and deducting the amount of any cash payments) during such relevant period in respect of any Exceptional Items not already taken account of in calculating Consolidated Adjusted EBITDA for the relevant period (other than, in the case of cash receipts, Net Cash Proceeds);

14

          (c) adding the amount of any cash receipts during the relevant period in respect of any Tax rebates or credits and deducting the amount actually paid or due and payable in respect of Taxes during that relevant period by any Group Member;

          (d) adding (to the extent not already taken into account in determining Consolidated Adjusted EBITDA) the amount of any dividends or other profit distributions received in cash by any Group Member during that Fiscal Quarter from any entity which is itself not a Group Member and deducting (to the extent not already deducted in determining Consolidated Adjusted EBITDA) the amount of any dividends or other profit distributions paid in cash during the relevant period to any shareholder in any Group Member which is itself not a Group Member;

          (e) adding the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) and deducting the amount of any non-cash credits (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) in each case to the extent taken into account in establishing Consolidated Adjusted EBITDA;

          (f) deducting the amount of Consolidated Capital Expenditures actually made (or due to be made) during that relevant period by any Group Member, except to the extent funded from:

          (i) the Net Cash Proceeds of an Asset Disposition or the Net Cash Proceeds of a Casualty Event permitted to be retained for this purpose; or

          (ii) financed with the issuance of Equity Interests of the Parent that are not applied to prepay the Loans pursuant to Section 2.14;

          (g) deducting the sum of (i) the aggregate of any cash consideration paid for, or the cash cost of, any Permitted Acquisitions and (ii) the amount of any cash Investments in a Joint Venture; and

          (h) deducting the sum, without duplication, of (i) the amounts for such period paid in cash from operating cash flow of scheduled repayments of Indebtedness for borrowed money and scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof), and (ii) consolidated cash interest expense. For the avoidance of doubt, Consolidated Excess Cash Flow shall not be reduced by amounts used to purchase (or repay) Loans pursuant to Section 2.13(c) and repayments or prepayments of revolving loans will not be treated as scheduled repayments of Indebtedness.

          “Consolidated Net Cash Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP (or IFRS, as applicable)) of the Group on a consolidated basis with respect to all outstanding Indebtedness of the Group (net of cash interest earned), but excluding, however, any amount not payable in cash in such period and any one-off financing fees in connection with the Transaction (to the extent included in such Person’s consolidated interest expense for such period), including any amounts referred to in Section 2.11(e), (f) or (g) payable on or before the Closing Date, minus total interest income due on a consolidated basis to the Group with respect to the cash and

15

Cash Equivalent balances of the Group, as determined on a consolidated basis in accordance with GAAP (or IFRS, as applicable).

          “Consolidated Net Income” means, for any period, (a) the net income (or loss) of the Group on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP (or IFRS, as applicable) before any adjustment for profit and loss attributable to minority interests and capitalized interest, minus (b) (i) the income (or loss) of any Person (other than a Group Member) in which any other Person (other than a Group Member) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to any Group Member by such Person during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Group Member or is merged into or consolidated with the Group or that Person’s assets are acquired by any Group Member, (iii) the income of any Subsidiary of the U.S. Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (iv) any after-tax non-cash gains (or losses) attributable to Asset Dispositions or returned surplus assets of any Pension Plan and (v) (to the extent not included in clauses (i) through (iv) above) any net extraordinary gains or net extraordinary losses. For the avoidance of doubt, cash amounts used by the Borrowers to make purchases of debt (including purchases of Loans under Section 2.13(c) and purchases of the Senior Notes) shall not reduce Consolidated Net Income, nor will any non-cash gain associated with the cancellation of such purchased debt increase Consolidated Net Income.

          “Consolidated Net Total Debt” means, as at any date of determination the aggregate stated balance sheet amount of all Indebtedness (including guarantees) of the Group determined on a consolidated basis in accordance with GAAP (or IFRS, as applicable), exclusive of any Contingent Liability in respect of any Letter of Credit minus the amount of unrestricted cash and Cash Equivalents of the Group, determined on a consolidated basis in accordance with GAAP (or IFRS, as applicable).

          “Consolidated Total Assets” means as of any date of determination for any Person, the total assets of such Person and its Subsidiaries, determined in accordance with GAAP (or IFRS, as applicable), as set forth on the consolidated balance sheet of such Person.

          “Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets of the Group over Consolidated Current Liabilities of the Group.

          “Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any Permitted Acquisition during such period; provided, that there shall be included with respect to any Permitted Acquisition during such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such Permitted Acquisition as at the time of

16

such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.

          “Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection). The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation with respect thereto) be deemed to be the outstanding principal amount of the Indebtedness guaranteed thereby.

          “Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

          “Contributing Guarantors” has the meaning set forth in Section 7.02.

          “Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

          “Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

          “Copyrights” has the meaning set forth in the U.S. Pledge and Security Agreement.

          “Corresponding Debt” has the meaning set forth in Section 9.15(a).

          “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Loan Party pursuant to Section 5.13.

          “Credit Date” means the date of a Credit Extension.

          “Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

          “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement whether exchange traded or over the counter derivative transaction, each of which is for the purpose of hedging the foreign currency risk associated with the operations of the Group and not for speculative purposes.

          “DBNY” has the meaning specified in the preamble hereto.

          “Debt Service” means, for any fiscal period, the aggregate of, without duplication:

          (a) Consolidated Net Cash Interest Expense for the relevant period;

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          (b) the aggregate of all scheduled repayments of Indebtedness falling due during the relevant period, but excluding:

          (i) any amounts falling due under any overdraft or revolving facility (including, without limitation, the Revolving Facility and any Ancillary Facility) and which were available for simultaneous redrawing according to the terms of that facility;

          (ii) any mandatory prepayment made pursuant to Section 2.14;

          (iii) any such obligations owed to any Group Member;

          (iv) any prepayment of Indebtedness existing on the Closing Date which is required to be repaid under the terms of this Agreement; and

          (c) the amount of the capital element of any payments in respect of the relevant fiscal period payable under any Capital Lease entered into by any Group Member.

          “Debt Service Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Cash Flow for Debt Service for the four Fiscal-Quarter period then ended to (b) Debt Service for such four Fiscal-Quarter period.

          “Debtor Relief Law” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, examinership, reorganization or similar debtor relief laws of the United States or other Relevant Jurisdiction from time to time in effect and affecting the rights of creditors generally.

          “Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

          “Default Rate” has the meaning set forth in Section 2.10.

          “Defaulting Lender” means any Lender that has (a) failed to fund any portion of its Revolving Commitment within three (3) Business Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) notified the Borrower Representative, the Administrative Agent or any Lender in writing, or has otherwise indicated through a public statement, that it does not intend to comply with its funding obligations hereunder and generally under agreements in which it commits to extend credit, (c) failed, within three (3) Business Days after receipt of a written request from the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Commitments, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian, administrator, examiner, liquidator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or

18

insolvency proceeding, or has had a receiver, conservator, trustee, custodian, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, provided, that a Lender shall not qualify as a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership interest in such Lender or its parent company, or of the exercise of control over such Lender or any Person controlling such Lender, by a Governmental Authority or instrumentality thereof; provided, that if the Borrower Representative, the Administrative Agent, Swing Line Lender and the Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateralization of Letters of Credit and/or Swing Line Loans), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Swing Line Commitment and/or the Letter of Credit Commitment and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.22), whereupon that Lender will cease to be a Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

          “Defaulting Revolving Lender” has the meaning set forth in Section 2.22.

          “Designated Gross Amount” has the meaning set forth in Section 2.25(b)(ii).

          “Designated Net Amount” has the meaning set forth in Section 2.25(b)(ii).

          “Disqualified Company” means any operating company which is a direct competitor of the Group indentified to the Administrative Agent in writing prior to the Agreement Execution Date, and thereafter, upon the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), such additional bona fide operating companies which are direct competitors of the Group as may be identified to the Administrative Agent from time to time.

          “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (c) provides for scheduled payments or dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days

19

after the Tranche B Term Loan Maturity Date, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations, the cancellation or expiration of all Letters of Credit and the termination of the Commitments).

     “Dollar Equivalent” means, with respect to an amount denominated in Dollars, such amount, and with respect to an amount denominated in such Other Foreign Currencies, the equivalent in Dollars of such amount determined at the Exchange Rate on the applicable Valuation Date. In making the determination of the Dollar Equivalent for purposes of determining the aggregate available U.S. Revolving Commitments and U.S. Multicurrency Revolving Commitments on any Credit Date, the Administrative Agent shall use the Exchange Rate in effect at the date on which the U.S. Borrower requests the extension of credit for such Borrowing Date pursuant to the provisions of this Agreement.

          “Dollars” and the sign “$” mean the lawful money of the United States of America.

          “Eligible Assignee” means (a) any Lender, (b) an Affiliate of any Lender, (c) a Related Fund (any two (2) or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (d) any Person (other than a natural Person) that is engaged in making, purchasing, selling, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business or (e) a European Credit Management Limited (ECM) programme or other financial institution that is an “accredited investor” (as defined in Regulation D under the Securities Act) with a credit rating of at least P-2 or A-2 from either Moody’s or S&P, respectively; provided, that neither any Loan Party nor any Affiliate thereof, any Defaulting Lender, nor any Disqualified Company shall be an Eligible Assignee.

          “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, the Group or any of their respective ERISA Affiliates or with respect to which the Group or any of their respective ERISA Affiliates has or could reasonably be expected to have liability, contingent or otherwise.

          “Engagement Letter” means the engagement letter executed by the Borrowers and the investment banks party thereto on June 6, 2010 (as amended, restated, supplemented or otherwise modified from time to time).

          “Environmental Claim” means any written notice, notice of violation, request for information, claim, action, suit, proceeding, demand, abatement order or other order, decree or directive (conditional or otherwise) by any Governmental Authority or any other Person, arising (a) pursuant to any Environmental Law, (b) in connection with any actual or alleged violation of, or liability pursuant to, any Environmental Law, (c) in connection with any Hazardous Material, including the presence or Release of, or exposure to, any Hazardous Materials and any abatement, removal, remedial, corrective or other response action related to Hazardous Materials or (d) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

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          “Environmental Laws” means any and all current or future foreign or domestic, federal, state or local laws (including any common law), statutes, ordinances, orders, rules, regulations, judgments or any other binding requirements of Governmental Authorities relating to or imposing liability or standards of conduct with respect to (a) pollution or protection of the environment, (b) the generation, use, storage, transportation or disposal of, or exposure to, Hazardous Materials; or (c) occupational safety and health, industrial hygiene or the protection of human health, in any manner applicable to any Group Member or any Facility.

          “Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder and any successor thereto.

          “ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) solely for the purposes of Section 302 of ERISA and Section 412 of the Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member. Any former ERISA Affiliate of any Group Member shall continue to be considered an ERISA Affiliate of such Group Member within the meaning of this definition with respect to the five (5) full calendar years immediately following the last date on which such former ERISA Affiliate was an ERISA Affiliate of such Group Member, pursuant to the preceding sentence.

          “ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (b) the failure to meet the minimum funding standard of Sections 412 or 430 of the Internal Revenue Code or Sections 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) a determination that any Pension Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Internal Revenue Code or Section 303 of ERISA); (d) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (e) a determination that any Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Internal Revenue Code or Section 305 of ERISA; (f) the withdrawal by any Group Member or any of its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the

21

termination of any such Pension Plan resulting in liability to any Group Member or any of its Affiliates pursuant to Section 4063 or 4064 of ERISA; (g) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the imposition of liability on any Group Member or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (i) the withdrawal of any Group Member or any of its ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any Group Member or any of its ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (j) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on any Group Member or any of its ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (k) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan or the assets thereof, or against any Group Member or any of its ERISA Affiliates in connection with any Employee Benefit Plan; (l) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; (m) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code with respect to any Pension Plan; (n) the occurrence of a non-exempt “prohibited transaction” with respect to which any Group Member is a “disqualified person” or a “party in interest” (within the meaning of Section 4975 of the Internal Revenue Code or Section 406 of ERISA, respectively) or which could reasonably be expected to result in liability to any Group Member; or (o) the occurrence of any Foreign Plan Event.

          “Escrow Account” means that certain deposit account established pursuant to the Escrow Agreement.

          “Escrow Agreement” means the Escrow Agreement relating to the Senior Notes among the Escrow Issuer, the trustee party thereto and the escrow agent party thereto, as amended supplemented, modified, extended, renewed, restated or replaced in whole or in part from time to time, in accordance with the terms thereof “Escrow Issuer” means the entity issuing the Senior Notes pursuant to the Escrow Agreement.

          “Euro” or “ €” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states, being in part legislative measures to implement the European and Monetary Union as contemplated in the Treaty on European Union.

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          “Euro Equivalent” means, with respect to an amount denominated in Euros, such amount, and with respect to an amount denominated in Dollars or any Other Foreign Currency, the equivalent in Euros of such amount determined at the Exchange Rate on the applicable Valuation Date. In making the determination of the Euro Equivalent for purposes of determining the aggregate available Foreign Revolving Commitments on any Credit Date, the Administrative Agent shall use the Exchange Rate in effect at the date on which the Foreign Borrower requests the extension of credit for such Credit Date pursuant to the provisions of this Agreement.

          “Eurocurrency Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurocurrency Rate.

          “Event of Default” means any of the conditions or events set forth in Section 8.01.

          “Exceptional Items” means one-off cash gains or losses incurred by the Group during the relevant period and to include one-off restructuring costs related to the Transactions, in each case consistent with the financial model provided to the Lenders prior to the Agreement Execution Date.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

          “Exchange Rate” means the rate at which any currency (the “Original Currency”) may be exchanged into Dollars, Euros or another currency (the “Exchanged Currency”), as set forth on such date on the relevant Reuters screen at or about 11:00 a.m. (London, England time) on such date. In the event that such rate does not appear on the Reuters screen, the “Exchange Rate” with respect to such Original Currency into such Exchanged Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Representative or, in the absence of such agreement, such “Exchange Rate” shall instead be the Administrative Agent’s spot rate of exchange in the interbank market where its foreign currency exchange operations in respect of such Original Currency are then being conducted, at or about 11:00 a.m., local time, on such date for the purchase of the Exchanged Currency, with such Original Currency for delivery two (2) Business Days later; provided, that if at the time of any such determination, no such spot rate can reasonably be quoted, the Administrative Agent may use any reasonable method as it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error.

          “Excluded Taxes” means (a) any Tax imposed on the overall net income or net profits of a Person (including any branch profits or franchise tax or minimum tax imposed in lieu thereof) by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (including, in the case of a Lender, its applicable lending office) is located or with which that Person has a present or former connection (other than any connection arising from the acquisition and holding of any Loan or Commitment (including entering into or being a party to this Agreement), the receipt of payments relating thereto, and/or the exercise of rights and remedies under this Agreement or any other Loan Document), (b) with respect to any Lender to a U.S. Loan, any federal withholding Tax imposed on such U.S. Loan by the United States on the date such Lender becomes a Lender, or in the case of a Lender receiving their interest in a

23

Loan by assignment or transfer, on the date of such assignment or transfer, except to the extent that such Lender’s assignor, if any, was entitled to additional amounts with respect to such Taxes under Section 2.20, (c) with respect to any Lender to a Foreign Loan, any withholding Tax imposed on such Foreign Loan by the Kingdom of Spain on the date such Lender becomes a Lender, or in the case of a Lender receiving its interest in a Loan by assignment or transfer, on the date of such assignment or transfer except to the extent that such Lender’s assignor, if any, was entitled to additional amounts with respect to such Taxes under Section 2.20; provided, that in either case, the relevant Spanish Loan Party has timely requested a tax residency certificate from such Lender as provided under Section 2.20(c)(ii) and (d) any withholding tax imposed by the United States on a Lender organized under the laws of a jurisdiction outside the United States as a result of such Lender’s failure to comply with Sections 1471 through 1474 of the Internal Revenue Code, any regulations promulgated thereunder or any published administrative guidance implementing such law to establish relief or exemption from the tax imposed by those provisions.

          “Existing Bi-lateral Facilities and Ancillary Facilities” means those existing bilateral facilities and existing ancillary facilities to be repaid in full on or prior to the Closing Date (as disclosed to the Arrangers in writing prior to the date hereof) in an aggregate amount of not less than approximately €781,203,000.

          “Existing Company” has the meaning specified in the recitals hereto.

          “Existing Grifols Credit Agreement” means that certain Contrato de Credito Mercantil, dated as of May 26, 2008 (as amended on December 16, 2009), among the Parent, certain subsidiaries of the Parent as guarantors, and the lenders and agents party thereto.

          “Existing Grifols Notes” means those certain (a) 6.42% Guaranteed Senior Notes, Series A, due October 7, 2016, (b) 6.94% Guaranteed Senior Notes, Series B, due October 7, 2019, (c) 6.94% Guaranteed Senior Notes, Series C, due October 7, 2019, (d) 6.57% Guaranteed Senior Notes, Series D, due October 7, 2019 and (e) 7.14% Guaranteed Senior Notes, Series E, due October 7, 2021, in each case issued by Grifols Inc. to certain purchasers pursuant to the Note Purchase Agreement dated October 7, 2009.

          “Existing Talecris Credit Agreement” means that certain Revolving Credit Agreement, dated as of December 6, 2006 (as amended on October 12, 2009), among the Target and certain of its subsidiaries, as borrowers, the lenders and agents party thereto and Wachovia Bank, National Association, as administrative agent.

          “Existing Talecris Notes” means the 7.75% Senior Notes due 2016 issued pursuant to that certain Indenture dated as of October 21, 2009 (as supplemented on March 19, 2010) by and among Talecris Biotherapeutics Holdings Corp., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.

          “Extraordinary Receipt” means any cash received by or paid to or for the account of any Loan Party not in the ordinary course of business, including, without limitation, judgments and litigation settlements, pension plan reversions, proceeds of insurance (excluding

24

proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) and condemnation awards (and payments in lieu thereof).

          “Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by any Group Member or any of its predecessors or Affiliates.

          “Fair Share” has the meaning set forth in Section 7.02.

          “Fair Share Contribution Amount” has the meaning set forth in Section 7.02.

          “Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1.00%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by the Administrative Agent.

          “Fee Letter” means the fee letter executed by the Borrowers and the Arrangers in connection with the Commitment Letter.

          “Financial Advisors” has the meaning set forth in Section 10.24.

          “Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of the Parent that such financial statements fairly present, in all material respects, the financial condition of the Group at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

          “Financial Plan” has the meaning set forth in Section 5.01(h).

          “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

          “Fiscal Year” means the fiscal year of the Group ending on December 31 of each calendar year.

          “Flood Certificate” means a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

          “Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster

25

Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

          “Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

          “Foreign Borrower” has the meaning specified in the preamble hereto.

          “Foreign Currency Equivalent” means, with respect to an amount denominated in any Other Foreign Currency, such amount, and with respect to an amount denominated in Dollars or Euros, the equivalent in such Other Foreign Currency of such amount determined at the Exchange Rate on the applicable Valuation Date.

          “Foreign Law Security Documents” means each of the Spanish Security Documents, the German Security Documents and the Italian Security Documents.

          “Foreign Letter of Credit” means any Bank Guarantee or any commercial or standby letter of credit issued or to be issued by the Issuing Bank for the account of the Foreign Borrower pursuant to this Agreement.

          “Foreign Letter of Credit Sublimit” means the lesser of (a) $25,000,000 and (b) the aggregate unused amount of the Foreign Revolving Commitments then in effect.

          “Foreign Letter of Credit Usage” means, as at any date of determination, the sum of (a) the Euro Equivalent of the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Foreign Letters of Credit then outstanding, and (b) the Euro Equivalent of the aggregate amount of all drawings under Foreign Letters of Credit honored by the Issuing Bank and not theretofore reimbursed by or on behalf of the Foreign Borrower.

          “Foreign Loan” means a Foreign Tranche A Term Loan, a Foreign Tranche B Term Loan and/or a Foreign Revolving Loan.

          “Foreign Loan Party” means any Loan Party other than a U.S. Loan Party.

          “Foreign Offer” has the meaning set forth in Section 2.13(c)(i).

           “Foreign Offer Loans” has the meaning set forth in Section 2.13(c)(i).

          “Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Loan Party or any of their respective Subsidiaries with respect to employees employed outside the United States.

          “Foreign Plan Event” shall mean, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or

26

before the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by any Loan Party or any their respective Subsidiaries under applicable law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein, or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by any Loan Party or any of their respective Subsidiaries, or the imposition on any Loan Party or any of their respective Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.

          “Foreign Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Foreign Revolving Loan and to acquire participations in Foreign Letters of Credit hereunder, as reduced by the amount of any Ancillary Commitment, and “Foreign Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Foreign Revolving Commitment, if any, is set forth on Schedule 1.01(c) or in the applicable Assignment Agreement subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Foreign Revolving Commitments as of the Closing Date is €36,666,666.67.

          “Foreign Revolving Commitment Period” means the period from the Closing Date to but excluding the Foreign Revolving Commitment Termination Date.

          “Foreign Revolving Commitment Termination Date” means the earliest to occur of (a) the fifth anniversary of the Closing Date, (b) the date the Foreign Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (c) the date of the termination of the Foreign Revolving Commitments pursuant to Section 8.01.

          “Foreign Revolving Exposure” means, with respect to any Lender as of any date of determination, (a) prior to the termination of the Foreign Revolving Commitments, that Lender’s Foreign Revolving Commitment; and (b) after the termination of the Foreign Revolving Commitments, the sum of (i) the Euro Equivalent of the aggregate outstanding principal amount of the Foreign Revolving Loans of that Lender, (ii) in the case of the Issuing Bank, the Euro Equivalent of the aggregate Letter of Credit Usage in respect of all Foreign Letters of Credit issued by the Issuing Bank (net of any participations by Lenders in such Foreign Letters of Credit), (iii) the Euro Equivalent of the aggregate amount of all participations by that Lender in any outstanding Foreign Letters of Credit or any unreimbursed drawing under any Foreign Letter of Credit and (iv) the Euro Equivalent of the aggregate amount of all amounts borrowed from such Lender under any Ancillary Facility pursuant to Section 2.25.

          “Foreign Revolving Loan” means Loans made by a Lender to the Foreign Borrower pursuant to Section 2.02(b) and/or Section 2.25.

          “Foreign Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.

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          “Foreign Tranche A Term Loan” means a Tranche A Term Loan denominated in Euros and made by a Lender to a Foreign Borrower pursuant to Section 2.01(a)(i).

          “Foreign Tranche A Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Foreign Tranche A Term Loan and “Foreign Tranche A Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Foreign Tranche A Term Loan Commitment, if any, is set forth on Schedule 1.01(a) or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Foreign Tranche A Term Loan Commitments as of the Closing Date is €220,000,000.

          “Foreign Tranche A Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Foreign Tranche A Term Loans of such Lender; provided, that at any time prior to the making of the Foreign Tranche A Term Loans, the Foreign Tranche A Term Loan Exposure of any Lender shall be equal to such Lender’s Foreign Tranche A Term Loan Commitment.

          “Foreign Tranche B Term Loan” means a Tranche B Term Loan denominated in Euros and made by a Lender to a Foreign Borrower pursuant to Section 2.01(a)(ii).

          “Foreign Tranche B Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Foreign Tranche B Term Loan and “Foreign Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Foreign Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01(b) or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Foreign Tranche B Term Loan Commitments as of the Closing Date is €220,000,000.

          “Foreign Tranche B Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Foreign Tranche B Term Loans of such Lender; provided, that at any time prior to the making of the Foreign Tranche B Term Loans, the Foreign Tranche B Term Loan Exposure of any Lender shall be equal to such Lender’s Foreign Tranche B Term Loan Commitment.

          “FQ1”, “FQ2”, “FQ3” and “FQ4” mean, when used with a numerical year designation, the first, second, third or fourth Fiscal Quarters, respectively, of the designated Fiscal Year of the Parent (e.g., FQ4 2010 mean the fourth Fiscal Quarter of the Parent’s 2010 Fiscal Year, which ends December 31, 2010).

          “Funding Guarantor” has the meaning set forth in Section 7.02.

          “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.02, United States generally accepted accounting principles in effect as of the date of determination thereof consistently applied.

          “German Group Member” has the meaning set forth in Section 6.16(a).

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          “German Loan Party” means any Loan Party organized under the laws of Germany.

          “German Security” means the Collateral that is the subject of any Security Document governed by the laws of Germany.

          “German Security Documents” means the German law governed security documents to be entered into by any Loan Party creating or expressed to create a security over all or any part of the assets of a German Loan Party in respect of the Obligations of each Loan Party under the Loan Documents.

          “Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

          “Governmental Authority” means any federal, state, provincial, municipal, national, supranational or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, a foreign entity or government, or a supranational authority, including without limitation, the European Union.

          “Governmental Authorization” means any permit, license, authorization, certification, registration, approval, clearance, plan, directive, marking, consent order or consent decree of or from any Governmental Authority.

          “Group” means, collectively, the Parent and its Subsidiaries.

          “Group Member” means the Parent or any of its Subsidiaries.

          “Guaranteed Obligations” has the meaning set forth in Section 7.01.

          “Guarantor” means the Parent, the U.S. Borrower (solely in respect of the Obligations of the Foreign Borrower), the Foreign Borrower (solely in respect of the Obligations of the U.S. Borrower), any Significant Subsidiary (other than any Foreign Subsidiary of the U.S. Borrower) and any other Person that joins this Agreement as a guarantor pursuant to the terms hereof.

          “Guarantor Coverage Certificate” means a Guarantor Coverage Certificate substantially in the form of Exhibit C-2.

          “Guaranty” means the guaranty of each Guarantor set forth in Article VII.

          “Hazardous Materials” means any pollutant, contaminant, chemical, waste, material or substance, exposure to which or Release of which is prohibited, limited or regulated, by any Environmental Laws, including petroleum, petroleum products, asbestos, urea formaldehyde, radioactive materials, polychlorinated biphenyls (“PCBs”) and toxic mold.

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          “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement in each case, whether exchange traded or over the counter, entered into with a Lender Counterparty.

          “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender and/or any Italian Loan Party which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

          “Historical Financial Statements” means as of the Closing Date, (a) (i) audited consolidated financial statements of the Parent consisting of balance sheets as of December 31, 2009 and an income statement and statements of stockholders’ equity and cash flows for fiscal years 2007, 2008 and 2009 and an unqualified audit report relating thereto and (ii) audited financial statements of the Acquired Business for each of the three fiscal years ended December 31, 2009 and an unqualified audit report relating thereto, (b) (i) unaudited financial statements of the Parent and its Subsidiaries and of the Acquired Business as of the most recent Fiscal Quarter ended after the date of the most recent audited financial statements and at least forty-five (45) days prior to the Closing Date consisting of a balance sheet and an income statement and statements of stockholders’ equity and cash flows for the three, six or nine month period, as applicable, ending on such date, and, in the case of clauses (a) and (b), certified by the chief financial officer of the Parent that they fairly present, in all material respects, the financial condition of the Parent or the Acquired Business, as applicable, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

          “IFRS” means, subject to the limitations on the application thereof set forth in Section 1.02, International Financial Reporting Standards in effect as of the date of determination thereof consistency applied.

          “Increased-Cost Lender” has the meaning set forth in Section 2.23.

          “Indebtedness” means, as applied to any Person, without duplication, (a) all indebtedness for borrowed money to the extent such indebtedness would be considered indebtedness for borrowed money in accordance with GAAP (or IFRS, as applicable); (b) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP (or IFRS, as applicable); (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services, including any earn-out obligations (excluding any such obligations incurred under ERISA), which purchase price is (i) due more than twelve (12) months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument; (e) all indebtedness (excluding prepaid interest thereon) secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; provided, that any Indebtedness pursuant to this clause (e) shall in each case be limited to the lower of the amount of the indebtedness secured and the fair market value of the property or

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asset; (f) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (g) Disqualified Equity Interests; (h) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), comaking, discounting with recourse or sale with recourse by such Person of the obligation of another; (i) all net obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and any Currency Agreement, in each case, whether entered into for hedging or speculative purposes; provided, that in no event shall obligations under any derivative transaction be deemed “Indebtedness” for any purpose under Section 6.07 unless such obligations relate to a derivatives transaction which has been terminated, (j) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse), other than in any such case any portion thereof sold solely for purposes of collection of delinquent accounts and (k) any Contingent Liability with respect to the foregoing. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

          “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other necessary response action related to the Release or presence of any Hazardous Materials), expenses and disbursements of any kind or nature whatsoever (including any of the foregoing in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Group Member, its Affiliates or any other Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (a) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (b) the Commitment Letter (and any related fee or engagement letter) delivered by any Agent or any Lender to the Parent and/or the U.S. Borrower with respect to the transactions contemplated by this Agreement; (c) any Environmental Claim relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of any Group Member; or (d) any Loan or the use of proceeds thereof.

          “Indemnified Taxes” means any Taxes other than Excluded Taxes.

          “Indemnitee” has the meaning set forth in Section 10.03(a).

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          “Indemnitees” has the meaning set forth in Section 2.07(b).

          “Installment” has the meaning set forth in Section 2.12(a).

          “Installment Date” has the meaning set forth in Section 2.12(a).

          “Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under the United States, multinational or foreign laws or otherwise, including without limitation, Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses (as each such term is defined in the U.S. Pledge and Security Agreement), and the right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation or impairment thereof, including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

          “Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Loan Party in any Intellectual Property.

          “Intellectual Property Security Agreements” has the meaning set forth in the U.S. Pledge and Security Agreement.

          “Interest Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Adjusted EBITDA for the four-Fiscal-Quarter period then ended to (b) Consolidated Net Cash Interest Expense for such four-Fiscal-Quarter period.

          “Interest Payment Date” means with respect to (a) any Loan that is a Base Rate Loan (including any Swing Line Loan), each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date, and the final maturity date of such Loan; and (b) any Loan that is a Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan; provided, that in the case of each Interest Period of longer than three (3) months “Interest Payment Date” shall also include each date that is three (3) months, or an integral multiple thereof, after the commencement of such Interest Period.

          “Interest Period” means, in connection with a Eurocurrency Rate Loan, an interest period of one-, two-, three- or six-months (or, if available to all of the Lenders, nine or twelve months), as selected by the Borrowers in the applicable Borrowing Notice or Conversion/Continuation Notice, (a) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (b) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, that (i) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (ii) any Interest Period in respect of a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (iii) and (iv), of this definition, end on the last Business Day of a calendar month; (v) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term

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Loan Maturity Date; and (vi) no Interest Period with respect to any portion of any Class of Revolving Loans shall extend beyond such Class’s Revolving Commitment Termination Date.

          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement whether exchange traded or over the counter derivative transaction, each of which is for the purpose of hedging the interest rate exposure associated with the operations of the Group and not for speculative purposes.

          “Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.

          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the Agreement Execution Date and from time to time hereafter, and any successor statute.

          “Investment” means (a) any direct or indirect purchase or other acquisition by any Group Member, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of the Parent from any Person (other than the Parent or any Guarantor), of any Equity Interests of such Person; (c) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by any Group Member to any other Person (other than the Parent or any Guarantor), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business and (d) all investments consisting of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes. The amount of any Investment of the type described in clauses (a), (b) and (c) shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or writeups, writedowns or writeoffs with respect to such Investment.

          “Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

          “Issuing Bank” means (a) with respect to U.S. Letters of Credit, DBNY, (b) with respect to U.S. Multicurrency Letters of Credit, DBNY and (c) with respect to Foreign Letters of Credit, DBNY, in each case as Issuing Bank hereunder, together with their respective permitted successors and assigns in such capacity.

          “Italian Civil Code” means the Italian civil code, enacted by Italian Royal Decree No. 262 of 16 March 1942, as subsequently amended and supplemented.

          “Italian Loan Party” means any Loan Party incorporated or organized in Italy.

          “Italian Security Documents” means the Italian law governed security documents to be entered into by any Loan Party creating or expressed to create a security over all or any part

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of the assets of an Italian Loan Party in respect of the Obligations of each Loan Party under the Loan Documents.

          “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

          “Judgment Currency” has the meaning set forth in Section 10.25.

          “Landlord Consent and Estoppel” means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Loan Party tenant, such Landlord Consent and Estoppel to be in form and substance acceptable to the Collateral Agent in its reasonable discretion, but in any event sufficient for the Collateral Agent to obtain a Title Policy with respect to such Mortgage.

          “Landlord Personal Property Collateral Access Agreement” means a landlord waiver and consent agreement in form and substance reasonably satisfactory to and with such amendments or modifications as may be approved by the Collateral Agent.

          “Leasehold Property” means any leasehold interest of any Loan Party as lessee under any lease of real property, other than any lease with respect to retail store locations and any such leasehold interest designated from time to time by the Collateral Agent in its sole discretion as not being required to be included in the Collateral.

          “Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swing Line Lender.

          “Lender Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be).

          “Letter of Credit” means a U.S. Letter of Credit, U.S. Multicurrency Letter of Credit and/or a Foreign Letter of Credit, as applicable.

          “Letter of Credit Sublimit” means the U.S. Letter of Credit Sublimit or the Foreign Letter of Credit Sublimit, as applicable.

          “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Net Total Debt as of such day to (b) Consolidated Adjusted EBITDA for the four-Fiscal-Quarter period ending on such date.

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          “Lien” means (a) any lien, mortgage, pledge, assignment or transfer for security purpose, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title (or extended title) retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

          “Loan” means a Tranche A Term Loan, a Tranche B Term Loan, a Revolving Loan and a Swing Line Loan, which (a) in the case of Loans denominated in Dollars, may be a Base Rate Loan or a Eurocurrency Rate Loan and (b) in the case of Loans denominated in Euros or an Other Foreign Currency, shall be a Eurocurrency Rate Loan.

          “Loan Document” means any of this Agreement, the Notes, if any, the Security Documents, any documents or certificates executed by the Borrowers in favor of the Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Loan Party for the benefit of any Agent, the Issuing Bank or any Lender in connection herewith on or after the Agreement Execution Date.

          “Loan Party” means each Borrower and each Guarantor.

          “Mandatory Costs” means the % rate per annum calculated by the Administrative Agent in accordance with Schedule 1.01(f) hereto.

          “Market Disruption” means any Interest Rate Determination Date on which (a) the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), with respect to any Eurocurrency Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurocurrency Rate, or (b) before the close of business in London on such Interest Rate Determination Date, the Administrative Agent receives notifications from a Lender or Lenders (whose aggregate exposure in respect of any Class of Loans exceeds 50% of that Class of Loan) that the cost to it of obtaining matching deposits in the London interbank market would be in excess of the Adjusted Eurocurrency Rate.

          “Material Adverse Effect” means,

          (a) at all times other than on the Closing Date, the existence of events, conditions and/or contingencies that have had or are reasonably likely to have (i) a material adverse effect on the business, operations, properties, assets or financial condition of the Group, taken as a whole, or (ii) a material impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or benefits available to the Lenders, the Administrative Agent or the Collateral Agent under, any Loan Document; and

          (b) solely for purposes of determining whether or not there has been a Material Adverse Effect on the Closing Date, any change, event, development, effect, state of facts, condition, circumstance or occurrence (an “Effect”) that, individually or together with one or more contemporaneous Effects, is materially adverse to (i) the business, financial condition or results of operations of the Parent and its Subsidiaries and the Acquired Business, taken as a

35

whole; (ii) the ability of any Loan Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Loan Party of a Loan Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Loan Document; provided that, none of the following, and no change, event or development to the extent resulting from any of the following, shall be deemed to be, or to contribute to, or be taken into account in determining whether there has been or will be, a Material Adverse Effect on the Closing Date:

          (A) changes or developments in general economic, regulatory or political conditions (including changes in law), or in the securities, credit, foreign exchange or financial markets in general, in each case to the extent such changes do not adversely affect the Parent and its subsidiaries and the Acquired Business, taken as a whole, in a substantially disproportionate manner relative to other participants in the industries in which the Parent and its subsidiaries and the Acquired Business, taken as a whole, operate;

          (B) changes or developments in or affecting the industry in which the Parent and its Subsidiaries and the Acquired Business, taken as a whole, operate, including (1) changes in the general market prices of Intravenous Immune Globulin (IVIG) or any other categories of therapies produced by the Parent and its subsidiaries and the Acquired Business, taken as a whole, (2) any discovery or outbreak of a virus or the pathogen affecting plasma products generally, (3) changes in reimbursement rules or policies applicable to therapies produced by the Parent and its Subsidiaries and the Acquired Business, taken as a whole, affecting plasma products or (4) changes in law, whether generally or in any particular jurisdiction, in each case to the extent such changes or developments do not adversely affect the Parent and its Subsidiaries and the Acquired Business, taken as a whole, in a substantially disproportionate manner relative to other participants in the industries in which the Parent and its subsidiaries and the Acquired Business, taken as a whole, operate;

          (C) the enactment and implementation of the legislation known as the Patient Protection and Affordable Care Act and any amendments or reconciliations thereto, including the adoption or implementation of any laws, rules or regulations thereunder or in connection therewith by any governmental entity, in each case to the extent such actions do not adversely affect the Parent and its Subsidiaries and the Acquired Business, taken as a whole, in a substantially disproportionate manner relative to other participants in the industries in which the Parent and its subsidiaries and the Acquired Business, taken as a whole, operate;

          (D) the public announcement of the Merger or any of the other transactions contemplated by the Merger Agreement and the voting agreements referred to in the Merger Agreement;

          (E) the taking of any action specifically required by the Merger Agreement or the voting agreements referred to in the Merger Agreement;

          (F) changes in the share price or trading volume of the shares of common stock of the Target, or changes in the rating of the indebtedness of the Parent and its Subsidiaries and the Acquired Business by, or the Parent and its Subsidiaries and the Acquired Business’

36

listing on any watch list of, any credit rating agencies, provided, that the underlying causes of such change may be considered in determining whether there is a Material Adverse Effect;

          (G) the failure of the Parent and its Subsidiaries and the Acquired Business to meet projections or forecasts (whether internal or published), provided, that the underlying causes of such failure may be considered in determining whether there is a Material Adverse Effect;

          (H) any litigation relating to the Merger Agreement or the transactions contemplated hereby; or

          (I) changes in GAAP (or IFRS, as applicable) or the interpretation thereof, to the extent such changes do not adversely affect the Parent and its Subsidiaries and the Acquired Business in a substantially disproportionate manner relative to other participants in the industries in which the Parent and its subsidiaries and the Acquired Business operate.

          “Material Company” means any Group Member that has (a) earnings before interest, tax, depreciation and amortization (calculated on the same basis as the defined term “Consolidated Adjusted EBITDA”) representing 5.0% or more of Consolidated Adjusted EBITDA or (b) Consolidated Total Assets representing 5.0% or more of the Consolidated Total Assets of the Group, calculated on a consolidated basis. For this purpose:

          (a) the (i) earnings before interest, tax, depreciation and amortization and (ii) Consolidated Total Assets of a Subsidiary will be determined from its financial statements (consolidated if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;

          (b) if a Subsidiary becomes a Group Member after the date on which the latest audited financial statements of the Group have been prepared, the (i) earnings before interest, tax, depreciation and amortization or (ii) Consolidated Total Assets of that Subsidiary will be determined from its latest audited financial statements (consolidated if it has Subsidiaries);

          (c) the (i) Consolidated Adjusted EBITDA will be determined from the Group’s latest audited financial statements, adjusted (where appropriate) to reflect the earnings before interest, tax depreciation and amortization or Consolidated Total Assets of any company or business subsequently acquired or disposed of and (ii) Consolidated Total Assets of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the earnings before interest, tax depreciation and amortization or Consolidated Total Assets of any company or business subsequently acquired or disposed of; and

          (d) if a Material Company disposes of all or substantially all of its assets to another Group Member, it will immediately cease to be a Material Company and the other Group Member (if it is not already) will immediately become a Material Company; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Companies or not.

          “Material Contract” means any contract, license, co-existence agreement, covenant, instrument or other arrangement to which any Group Member is a party (other than the

37

Loan Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Group Members in an individual principal amount (or Net Mark-to-Market Exposure) of $100,000,000 or more.

          “Material Intellectual Property” means any Intellectual Property included in the Collateral that is material to the business of any Group Member or is otherwise of material value.

          “Material Real Estate Asset” means (a) any fee-owned Real Estate Asset having a fair market value in excess of $10,000,000 as of the date of the acquisition thereof and (b) all Leasehold Properties excluding locations with respect to which the aggregate fixed rent payments under the terms of the applicable lease are less than $3,000,000 per annum and excluding locations where the terms of the applicable lease require the landlord’s consent to grant a leasehold mortgage thereon and Borrower has used commercially reasonable efforts to obtain such consent, but such consent has not been obtained from the landlord; provided, that notwithstanding the foregoing, each of the properties listed on Schedule 4.12 that is identified as a Material Real Estate Asset as of the Agreement Effective Date (after giving pro forma effect to the Merger) shall be deemed to be a Material Real Estate Asset.

          “Merger” has the meaning specified in the recitals hereto.

          “Merger Corp” has the meaning specified in the recitals hereto.

          “Merger Agreement” has the meaning specified in the recitals hereto.

          “Merger Consideration” has the meaning set forth in the recitals hereto.

          “Merger Documents” means the Merger Agreement together with all other instruments and agreements entered into by any Group Member in connection therewith.

          “Moody’s” means Moody’s Investor Services, Inc.

          “Mortgage” means one or more instruments of mortgage or leasehold mortgage substantially in the form of Exhibit I, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “MSSF” has the meaning set forth in Section 10.24.

          “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

          “NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

          “Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Group in the form

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prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

          “Net Cash Proceeds” means (a) with respect to any Asset Disposition, an amount equal to: (i) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by any Group Member from such Asset Disposition, minus (ii) any bona fide costs incurred in connection with such Asset Disposition, including (A) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Disposition, (B) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Disposition and (C) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Disposition undertaken by any Group Member in connection with such Asset Disposition; (b) (i) any cash payments or proceeds received by any Group Member (A) under any casualty insurance policy in respect of a covered loss thereunder or (B) as a result of the taking of any assets of any Group Member by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (A) any actual and reasonable costs incurred by any Group Member in connection with the adjustment or settlement of any claims of such Group Member in respect thereof, and (B) any bona fide direct costs incurred in connection with any sale of such assets as referred to in preceding clause (i)(B), including income taxes payable as a result of any gain recognized in connection therewith; (c) with respect to any issuance or incurrence of Indebtedness (other than in connection with a Qualified Securitization Financing) or any sale of Equity Interests, the cash proceeds thereof, net of underwriting discounts and commissions and other costs and expenses associated therewith, including legal fees and expenses; (d) with respect to any issuance or incurrence of Indebtedness in connection with a Qualified Securitization Financing, the cash proceeds thereof, net of any related Securitization Fees and other costs and expenses associated therewith, including legal fees and expenses, received directly or indirectly from time to time in connection with such Qualified Securitization Financing from Persons that are not Securitization Subsidiaries, including any such cash proceeds received in connection with an increase in the outstanding program or facility amount with respect to such Qualified Securitization Financing, but excluding any cash collections from the Securitization Assets backing such Qualified Securitization Financing that are reinvested (or deemed to be reinvested) by such Persons in additional Securitization Assets without any increase in the Indebtedness outstanding in connection with such Qualified Securitization Financing, (e) with respect to any Extraordinary Receipt, the cash proceeds from Extraordinary Receipts received by or paid to or for the account of any Group Member, net of any costs and expenses associated therewith, including legal fees and expenses, and (f) with respect to any issuance or sale of Equity Interests, the net cash proceeds thereof, net of underwriting discounts and commissions and other costs and expenses associated therewith, including legal fees and expenses).

          “Net Cash Proceeds of a Casualty Event” means any Net Cash Proceeds of the type described in clause (b) of the definition thereof.

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          “Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Hedge Agreements or other Indebtedness of the type described in clause (xi) of the definition thereof. As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of replacing such Hedge Agreement or such other Indebtedness as of the date of determination (assuming the Hedge Agreement or such other Indebtedness were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedge Agreement or such other Indebtedness as of the date of determination (assuming such Hedge Agreement or such other Indebtedness were to be terminated as of that date).

          “Nomura” has the meaning set forth in Section 10.24.

          “Non-Consenting Lender” has the meaning set forth in Section 2.23.

          “Non-Public Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

          “Non-U.S. Lender” has the meaning set forth in Section 2.20(c)(iii).

          “Note” means a Tranche A Term Loan Note, a Tranche B Term Loan Note, a Revolving Loan Note or a Swing Line Note.

          “Notice” means a Borrowing Notice, an Issuance Notice, or a Conversion/ Continuation Notice.

          “Obligations” means all obligations of every nature of each Loan Party, including obligations from time to time owed to Agents (including former Agents), the Arrangers, Bookrunners, Lenders or any of them and Lender Counterparties, under any Loan Document or Hedge Agreement, Cash Management Agreement or Treasury Transaction whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

          “Obligee Guarantor” has the meaning set forth in Section 7.07.

          “Offer” has the meaning set forth in Section 2.13(c)(i).

          “Offer Loans” has the meaning set forth in Section 2.13 (c)(i).

          “Organizational Documents” means with respect to any Person all formation, organizational and governing documents, instruments and agreements, including (a) with respect to any corporation, its certificate or articles of incorporation or organization, its by-laws, any memorandum of incorporation or other constitutional documents, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement and (d) with respect to any limited liability

40

company, its certificate of incorporation, certificate of incorporation or formation (and any amendments thereto) on change of name (if any), its memorandum and articles of association (if any), its articles of organization (if any), the shareholders’ list (if any) and its limited liability company agreement or operating agreement. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

          “Other Foreign Currency” means any lawful currency (other than Euros or Dollars) approved by, in the case of (i) any Borrowing of Foreign Revolving Loans (or issuance of Foreign Letters of Credit), all of the Lenders holding Foreign Revolving Commitments, (ii) any Borrowing of U.S. Revolving Loans (or issuance of U.S. Letters of Credit), all of the Lenders holding U.S. Revolving Commitments and (iii) any Borrowing of U.S. Multicurrency Revolving Loans (or issuance of U.S. Multicurrency Letters of Credit), all of the Lenders holding U.S. Multicurrency Revolving Commitments; provided in each case that such currency is freely available, freely transferable and freely convertible into Dollars or, in the case of Foreign Revolving Commitments, Euros.

          “Other Taxes” means any and all present or future stamp, notarization, registration, or documentary Taxes or any other excise or property Taxes, charges or similar levies (and interest, fines, penalties and additions related thereto) arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

          “Parallel Debt” means any amount that a Loan Party owes to the Collateral Agent under Section 9.15.

          “Participant Register” has the meaning set forth in Section 10.06(g)(iv).

          “Parent” has the meaning specified in the preamble hereto.

          “Patents” has the meaning set forth in the U.S. Pledge and Security Agreement.

          “PATRIOT Act” has the meaning set forth in Section 3.01(v).

          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

          “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 or Section 430 of the Internal Revenue Code or Section 302 or Section 303 of ERISA.

          “Perfection Certificate” means a certificate in form satisfactory to the Collateral Agent that provides information with respect to the personal or mixed property of each Loan Party.

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          “Permitted Acquisition” means any acquisition by the Parent or any of its Wholly-Owned Subsidiaries, whether by purchase, merger, exclusive inbound license, transfer of rights under Copyright or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided, that:

          (a) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

          (b) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

          (c) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of the Parent in connection with such acquisition shall be owned 100.0% by the Parent or a Guarantor, and the Parent shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of the Parent, each of the actions set forth in Sections 5.12, 5.13 and/or 5.14, as applicable;

          (d) in the case of an exclusive inbound license, such license contains a provision which expressly permits a Borrower or such Subsidiary, as applicable, to grant to Lenders a security interest therein and permits Lenders to perfect and exercise all remedies forth in the Loan Documents;

          (e) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which the Group is engaged as of the Closing Date or any business reasonably similar, related, complementary or ancillary thereto;

          (f) the Group shall be in compliance with the financial covenants set forth in Section 6.07 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended; and

          (g) the Borrower Representative shall have delivered to the Administrative Agent (i) at least three (3) Business Days prior to such proposed acquisition where the value of the consideration to be paid by the Parent or any of its Wholly-Owned Subsidiaries exceeds $50,000,000, (A) a Compliance Certificate evidencing compliance with Section 6.07 as required under clause (f) above and (B) all other relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.07 and (ii) promptly upon request by the Administrative Agent, (A) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by the Administrative Agent) and (B) quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve-month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available.

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          “Permitted Dividend” means any dividends declared or paid to the shareholders of the Parent in accordance with the terms of this Agreement.

          “Permitted Holders” means, collectively, the members of the Grifols family, holding directly or indirectly.

          “Permitted Liens” means each of the Liens permitted pursuant to Section 6.02.

          “Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided, that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder; (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or 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 modified, refinanced, refunded, renewed or extended (except by virtue of amortization of or prepayment of Indebtedness prior to such date of determination); (c) at the time thereof, no Default or Event of Default shall have occurred and be continuing; (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended; (e) the original obligors in respect of such Indebtedness being modified, refinanced, refunded, renewed or extended remain the only obligors thereon; and (f) the terms and conditions of any such modification, refinancing, refunding, renewal or extension, taken as a whole, are not materially less favorable to the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended.

          “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

          “Platform” has the meaning set forth in Section 5.01(l).

          “Prime Rate” means the rate of interest publicly announced by the Administrative Agent (or one of its affiliates) as its prime rate in effect at its principal office in New York City. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

          “Principal Office” means, for each of the Administrative Agent, each Swing Line Lender and each Issuing Bank, such Person’s “Principal Office” which, in the case of the

43

Administrative Agent, may include one or more separate offices with respect to any Approved Currency as set forth on Schedule 1.01(d), or such other office or office of a third party or subagent, as appropriate, as such Person may from time to time designate in writing to the Borrowers, the Administrative Agent and each Lender.

          “Project Disposition” means any sale, assignment, conveyance, transfer or other disposition of facilities under construction and identified to the Arrangers as of the Agreement Execution Date (including the real estate related thereto) and which are intended upon completion of construction to be repurchased or leased by a Group Member and used in any business in which any Group Member was engaged on the Closing Date 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 thereof, the proceeds from such dispositions shall be used in a manner consistent with the financial model provided to the Lenders prior to the Agreement Execution Date and the other terms and conditions with respect thereto shall be reasonably satisfactory to the Administrative Agent in its reasonable discretion.

          “Projections” has the meaning set forth in Section 4.08.

          “Pro Rata Share” means (a) with respect to all payments, computations and other matters relating to the Tranche A Term Loans of any Lender, as the context requires, the percentage obtained by dividing (i) (A) the U.S. Tranche A Term Loan Exposure of that Lender by (B) the aggregate U.S. Tranche A Term Loan Exposure of all Lenders or (ii) (A) the Foreign Tranche A Term Loan Exposure of that Lender by (B) the aggregate Foreign Tranche A Term Loan Exposure of all Lenders; (b) with respect to all payments, computations and other matters relating to all of the Tranche B Term Loans of any Lender, as the context requires, the percentage obtained by dividing (i) (A) the U.S. Tranche B Term Loan Exposure of that Lender by (B) the aggregate U.S. Tranche B Term Loan Exposure of all Lenders or (ii) (A) the Foreign Tranche B Term Loan Exposure of that Lender by (B) the aggregate Foreign Tranche B Term Loan Exposure of all Lenders; and (c) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, as the context requires, the percentage obtained by dividing (i) (A) the U.S. Revolving Exposure of that Lender by (B) the aggregate U.S. Revolving Exposure of all Lenders, (ii) (A) the Foreign Revolving Exposure of that Lender by (B) the aggregate Foreign Revolving Exposure of all Lenders or (iii) (A) the U.S. Multicurrency Revolving Exposure of that Lender by (B) the aggregate U.S. Multicurrency Revolving Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (a) an amount equal to the sum of the Tranche A Term Loan Exposure, the Tranche B Term Loan Exposure and the Revolving Exposure of that Lender, by (b) an amount equal to the sum of the aggregate Tranche A Term Loan Exposure, the aggregate Tranche B Term Loan Exposure and the aggregate Revolving Exposure of all Lenders.

          “Qualified Securitization Financing” means any transaction or series of transactions entered into by a Group Member pursuant to which such Group Member, 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

44

Securitization Subsidiary funds the acquisition of such Securitization Assets (a) with cash, (b) through the issuance to such Group Member of Seller’s Retained Interests or an increase in such Seller’s Retained Interests, and/or (c) with proceeds from the sale, pledge or collection of Securitization Assets.

          “Qualifying Lender” means an assignee that (a) is a resident for tax purposes in a European Union country that is neither the Kingdom of Spain nor a state or territory treated as a tax haven jurisdiction for Spanish tax purposes under the applicable Spanish tax laws and regulations (an “EU Member State”); (b) is a resident for tax purposes in a EU Member State, that has a permanent establishment located in an EU Member State; provided, that any Foreign Loan assigned to such assignee is attributable to such permanent establishment; (c) is a resident for tax purposes in a jurisdiction that has a double tax treaty in force with the Kingdom of Spain providing for full exemption from Spanish withholding taxes on interest payments, and such assignee is entitled to the benefits of such tax treaty, provided that any Foreign Loan assigned to such assignee is not attributable to a permanent establishment located in the Kingdom of Spain; (d) is a Spanish tax resident bank or financial institution registered before the special register of the Spanish Central Bank; or (e) is a non-Spanish resident bank or financial institution registered before the special register of the Spanish Central Bank, that has a permanent establishment, located in the Kingdom of Spain; provided that any Foreign Loan assigned to such assignee is attributable to such permanent establishment; in each case, where the relevant tax authority requires the assignee to be beneficially entitled to the interest income under a Foreign Loan in order for such interest to be paid without a deduction of withholding for or on account of Spanish taxes, it shall be so entitled.

          “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Loan Party in any real property.

          “Receivables Sale” means any sale, assignment, conveyance, transfer or other disposition of assets from time to time of, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business; provided, that disposition(s) related thereto shall be made for cash and for at least fair market value as determined in good faith by the Board of Directors of the Parent.

          “Record Document” means, with respect to any Leasehold Property, (a) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (b) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to the Collateral Agent.

          “Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in the Collateral Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrances of the affected real property.

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          “Refinanced Indebtedness” means (a) the Existing Talecris Notes, (b) the Existing Grifols Notes, (c) the Existing Talecris Credit Agreement, (d) the Existing Grifols Credit Agreement and (e) the Existing Bi-lateral Facilities and Ancillary Facilities.

          “Refunded Swing Line Loans” has the meaning set forth in Section 2.03(b)(iv).

          “Register” has the meaning set forth in Section 2.07(b).

          “Regulation” has the meaning set forth in Section 4.26.

          “Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

          “Regulation FD” means Regulation FD as promulgated by the SEC under the Securities Act and Exchange Act.

          “Regulation U” means Regulation U of the Board of Governors, as in effect from time to time.

          “Reincorporation Merger” has the meaning specified in the recitals hereto.

          “Reimbursement Date” has the meaning set forth in Section 2.04(d)(i).

          “Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

          “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

          “Relevant Jurisdiction” means, in relation to a Loan Party: (a) its jurisdiction of organization; (b) any jurisdiction where any asset subject to or intended to be subject to the Security Documents to be created by it is situated; and (c) any jurisdiction where it conducts its business.

          “Replacement Lender” has the meaning set forth in Section 2.23.

          “Required Disposal” means any transaction relating to the divestiture, sale, license, holding separate, other disposition of or other change to any assets or business of the Parent, its Subsidiaries or the Acquired Business or any of their respective Affiliates required under the terms of the Merger Agreement or otherwise (whether before or after the Closing Date) to avoid or eliminate any legal impediment with respect to the Merger (including obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the

46

rules and regulations thereunder) so as to enable the consummation of the Merger under the terms of the Merger Agreement.

          “Required Lenders” means one or more Lenders having or holding Tranche A Term Loan Exposure, Tranche B Term Loan Exposure and/or Revolving Exposure and representing more than 50.0% of the sum of (a) the aggregate Tranche A Term Loan Exposure of all Lenders, (b) the aggregate Tranche B Term Loan Exposure of all Lenders and (c) the aggregate Revolving Exposure of all Lenders.

          “Required Revolving Lenders” means one or more Lenders having or holding Revolving Exposure and representing more than 50.0% of the aggregate Revolving Exposure of all Lenders.

          “Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of any Group Member now or hereafter outstanding, except a dividend payable solely in shares of common stock; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of any Group Member now or hereafter outstanding; (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of any Group Member now or hereafter outstanding; and (d) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect of the Senior Notes.

          “Revolving Commitment” means a U.S. Revolving Commitment, a Foreign Revolving Commitment and/or a U.S. Multicurrency Revolving Commitment, as applicable.

          “Revolving Commitment Period” means the U.S. Revolving Commitment Period, the Foreign Revolving Commitment Period or the U.S. Multicurrency Revolving Commitment Period, as applicable.

          “Revolving Commitment Termination Date” means the U.S. Revolving Commitment Termination Date, the Foreign Revolving Commitment Termination Date or the U.S. Multicurrency Revolving Commitment Termination Date, as applicable.

          “Revolving Exposure” means, with respect to any Lender as of any date of determination, the sum of such Lender’s U.S. Revolving Exposure, Foreign Revolving Exposure and U.S. Multicurrency Revolving Exposure.

          “Revolving Loan” means a U.S. Revolving Loan, a Foreign Revolving Loan and/or a U.S. Multicurrency Revolving Loan, as applicable.

          “Revolving Loan Note” means a promissory note substantially in the form of Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “S&P” means Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc.

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          “Screen Rate” means, in relation to a Loan denominated in Dollars or Other Foreign Currency, the British Bankers’ Association Interest Settlement Rate for the relevant currency and Interest Period and in relation to a Loan denominated in Euros, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, in each case, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Administrative Agent may specify another page or service displaying the appropriate rate.

          “SEC” means the United States Securities and Exchange Commission and any successor Governmental Authority performing a similar function.

          “Secured Parties” means the Agents, Lenders, Issuing Bank and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders, Issuing Bank and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders, Issuing Bank or Lender Counterparties and such Obligations have not been paid or satisfied in full.

          “Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

          “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

          “Securitization Assets” means any accounts receivable owed to a Group Member (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 Group Member to a Securitization Subsidiary.

          “Securitization Fees” means, with respect to any Qualified Securitization Financing, distributions or payments made, or fees paid, directly or by means of discounts with respect to any Indebtedness issued or sold in connection with such Qualified Securitization Financing, to a Person that is not a Securitization Subsidiary in connection with such Qualified Securitization Financing.

          “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

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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 wholly owned Subsidiary of the Parent (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which any Group Member makes an Investment and to which such Group Member transfers, contributes, sells, conveys or grants a security interest in Securitization Assets) that engages in no activities other than in connection with the acquisition and/or financing of Securitization Assets of the Group, 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 the U.S. Borrower (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 any Group Member, 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 any Group Member, 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 any Group Member, 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 no Group Member, 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 the Parent reasonably believes to be no less favorable to the applicable Group Member than those that might be obtained at the time from Persons that are not Affiliates of the Group and (c) to which no Group Member 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 the Parent (or a duly authorized committee thereof) or such other Person shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of the 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.

          “Security Documents” means the U.S. Security Agreements, the Mortgages, the Intellectual Property Security Agreements, the Landlord Personal Property Collateral Access Agreements, if any, each Foreign Law Security Document, if any, and all other instruments, documents and agreements delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a Lien on any assets or property of that Loan Party as security for all or certain of the Obligations, including UCC financing statements and amendments thereto and filings with the United States Patent and Trademark Office and the United States Copyright Office.

          “Seller’s Retained Interest” means the debt or equity interests held by any Group Member in a Securitization Subsidiary to which Securitization Assets have been transferred,

49

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 such Group Member has rights to or receives distributions in respect of any residual or excess interest in the Securitization Assets.

          “Sell-Side Advisor” has the meaning set forth in Section 10.24.

          “Senior Notes” means the senior unsecured notes issued by the Escrow Issuer or the U.S. Borrower, as applicable, pursuant to the Senior Notes Indenture.

          “Senior Notes Documents” means the Senior Notes, the Senior Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Senior Notes or providing for any guarantee or other right in respect thereof.

          “Senior Notes Indenture” means that certain indenture under which the Senior Notes are issued, as amended, supplemented, modified, extended, renewed, restated or replaced in whole or in part from time to time, in accordance with the terms thereof.

          “Significant Subsidiary” means any Subsidiary of the Parent that has (a) earnings before interest, tax, depreciation and amortization (calculated on the same basis as the defined term “Consolidated Adjusted EBITDA”) representing 3.0% or more of the Consolidated Adjusted EBITDA, (b) Consolidated Total Assets representing 3.0% or more of the Consolidated Total Assets of the Group, calculated on a consolidated basis, or (c) gross turnover representing 3.0% or more of the gross turnover of the Group, calculated on a consolidated basis. For this purpose:

          (a) the (i) earnings before interest, tax, depreciation and amortization and (ii) Consolidated Total Assets of a Subsidiary will be determined from its financial statements (consolidated if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;

          (b) if a Subsidiary becomes a Group Member after the date on which the latest audited financial statements of the Group have been prepared, the (i) earnings before interest, tax, depreciation and amortization or (ii) Consolidated Total Assets of that Subsidiary will be determined from its latest audited financial statements (consolidated if it has Subsidiaries);

          (c) the (i) Consolidated Adjusted EBITDA or (ii) Consolidated Total Assets of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the earnings before interest, tax depreciation and amortization or Consolidated Total Assets of any company or business subsequently acquired or disposed of; and

          (d) if a Significant Subsidiary disposes of all or substantially all of its assets to another Group Member, it will immediately cease to be a Significant Subsidiary and the other Group Member (if it is not already) will immediately become a Significant Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Significant Subsidiaries or not.

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          “Software” means computer software of whatever kind or purpose, including code, tools, developers kits, utilities, graphical user interfaces, menus, images, icons, and forms, and all software stored or contained therein or transmitted thereby, and related documentation.

          “Solvency Certificate” means a Solvency Certificate of the chief financial officer of the Parent substantially in the form of Exhibit F-2.

          “Solvent” means, with respect to any Loan Party, that as of the date of determination, both (a) (i) the sum of such Loan Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Loan Party’s present assets; (ii) such Loan Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated to be undertaken after the Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

          “Spanish Loan Party” means any Loan Party organized under the laws of Spain.

          “Spanish Public Document” means a documento público, being either an escritura pública or a póliza or efecto intervenido por fedatario público.

          “Spanish Security” means the Collateral that is the subject of any Security Document governed by the laws of Spain.

          “Spanish Security Documents” means the Spanish Public Document to be granted before a notary public and subject to Spanish law to secure each Loan Party’s obligations under the Loan Documents and any additional Spanish law security documents (including, but not limited to, any additional security agreements, personal first demand guarantees, pledge agreements and/or mortgages (including leasehold mortgages) of any kind) required from time to time to effect the perfection of Spanish security by any Loan Party.

          “Specified Representations” means the representations and warranties set forth in Sections 4.01, 4.03, 4.04, 4.06, 4.07, 4.16, 4.17, 4.19, 4.22 and 4.25.

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

          “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50.0% of the total voting power of shares of stock or other ownership interests entitled (without

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regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof 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; provided, that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding; provided, further, that for purposes of Article IV and V, no Securitization Subsidiary shall be considered a Subsidiary of the Parent. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Parent.

          “Swing Line Loan” means a U.S. Swing Line Loan and/or U.S. Multicurrency Swing Line Loan, as applicable.

          “Swing Line Note” means a promissory note substantially in the form of Exhibit B-4, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “Target” has the meaning specified in the preamble hereto.

          “Tax” means all present and future taxes, assessments, filing or other fees, levies, imposts, duties, deductions, withholdings, stamp taxes, foreign exchange taxes or other charges (and interest, fines, penalties and additions related thereto) of any nature and whatsoever, from time to time, or at any time, imposed by any Governmental Authority.

          “Term Lenders” means the Lenders having Tranche A Term Loan Exposure and Tranche B Term Loan Exposure.

          “Term Loan” means a Tranche A Term Loan and a Tranche B Term Loan.

          “Term Loan Commitment” means the Tranche A Term Loan Commitment or the Tranche B Term Loan Commitment of a Lender, and “Term Loan Commitments” means such commitments of all Lenders.

          “Term Loan Maturity Date” means the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date.

          “Terminated Lender” has the meaning set forth in Section 2.23.

          “Total Utilization of Foreign Revolving Commitments” means, as at any date of determination, the Euro Equivalent of the sum of (a) the aggregate principal amount of all outstanding Foreign Revolving Loans (other than Foreign Revolving Loans made for the purpose of reimbursing the Issuing Bank for any amount drawn under any Foreign Letter of Credit, but not yet so applied) and (b) the Foreign Letter of Credit Usage.

          “Total Utilization of U.S. Multicurrency Revolving Commitments” means, as at any date of determination, the Dollar Equivalent of the sum of (a) the aggregate principal amount

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of all outstanding U.S. Multicurrency Revolving Loans (other than U.S. Multicurrency Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Bank for any amount drawn under any U.S. Multicurrency Letter of Credit, but not yet so applied), (b) the aggregate principal amount of all outstanding U.S. Multicurrency Swing Line Loans and (c) the U.S. Multicurrency Letter of Credit Usage.

          “Total Utilization of U.S. Revolving Commitments” means, as at any date of determination, the Dollar Equivalent of the sum of (a) the aggregate principal amount of all outstanding U.S. Revolving Loans (other than U.S. Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Bank for any amount drawn under any U.S. Letter of Credit, but not yet so applied), (b) the aggregate principal amount of all outstanding U.S. Swing Line Loans and (c) the U.S. Letter of Credit Usage.

          “Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (a) the Total Utilization of U.S. Revolving Commitments, (b) the Total Utilization of Foreign Revolving Commitments and (c) the Total Utilization of U.S. Multicurrency Revolving Commitments.

          “Trademarks” has the meaning set forth in the U.S. Pledge and Security Agreement.

          “Tranche A Term Loan” means a U.S. Tranche A Term Loan and/or a Foreign Tranche A Term Loan, as applicable.

          “Tranche A Term Loan Commitment” means a U.S. Tranche A Term Loan Commitment and/or a Foreign Tranche A Term Loan Commitment, as applicable.

          “Tranche A Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the sum of such Lender’s Foreign Tranche A Term Loan Exposure and U.S. Tranche A Term Loan Exposure.

          “Tranche A Term Loan Maturity Date” means the earlier of (a) the fifth anniversary of the Closing Date and (b) with respect to the Foreign Tranche A Term Loans or the U.S. Tranche A Term Loans, as applicable, the date on which all such Tranche A Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

          “Tranche A Term Loan Note” means a promissory note substantially in the form of Exhibit B-1, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “Tranche B Term Loan” means a U.S. Tranche B Term Loan and/or a Foreign Tranche B Term Loan, as applicable.

          “Tranche B Term Loan Commitment” means a U.S. Tranche B Term Loan Commitment and/or a Foreign Tranche B Term Loan Commitment, as applicable.

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          “Tranche B Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the sum of such Lender’s Foreign Tranche B Term Loan Exposure and U.S. Tranche B Term Loan Exposure.

          “Tranche B Term Loan Maturity Date” means the earlier of (a) the sixth anniversary of the Closing Date and (b) with respect to the Foreign Tranche B Term Loans or the U.S. Tranche B Term Loans, as applicable, the date on which all such Tranche B Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

          “Tranche B Term Loan Note” means a promissory note substantially in the form of Exhibit B-2, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “Transactions” means (a) the entering into of the Loan Documents, (b) the BBVA “B” Share Transaction, (c) the Merger, (d) the repaying, retiring or redeeming of the Refinanced Indebtedness, (e) the issuance of the Senior Notes (or Bridge Loans, if applicable) and (f) any actions taken in connection with the foregoing.

          “Transaction Costs” means the fees, costs and expenses payable by any Group Member in connection with the Transactions.

          “Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

          “Type of Loan” means (a) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurocurrency Rate Loan and (b) with respect to Swing Line Loans, a Base Rate Loan.

          “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

          “U.S. Borrower” has the meaning specified in the preamble hereto.

          “U.S. Grantor” has the meaning specified in the U.S. Pledge and Security Agreement.

          “U.S. Guarantor” means each Guarantor that is organized under the laws of the United States, any State thereof or the District of Columbia.

          “U.S. Lender” has the meaning set forth in Section 2.20(c).

          “U.S. Letter of Credit” means any commercial or standby letter of credit issued or to be issued by the Issuing Bank on behalf of the U.S. Borrower under the U.S. Revolving Commitment pursuant to this Agreement.

          “U.S. Letter of Credit Sublimit” means the lesser of (a) $15,000,000 and (b) the aggregate unused amount of the U.S. Revolving Commitments then in effect.

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          “U.S. Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all U.S. Letters of Credit then outstanding, and (b) the aggregate amount of all drawings under U.S. Letters of Credit honored by the Issuing Bank and not theretofore reimbursed by or on behalf of the U.S. Borrower.

          “U.S. Loan” means a U.S. Tranche A Term Loan, a U.S. Tranche B Term Loan, a U.S. Revolving Loan and/or a U.S. Multicurrency Revolving Loan.

          “U.S. Loan Party” means the U.S. Borrower and each U.S. Guarantor.

          “U.S. Multicurrency Letter of Credit” means any commercial or standby letter of credit issued or to be issued by the Issuing Bank on behalf of the U.S. Borrower under the U.S. Multicurrency Revolving Commitment pursuant to this Agreement.

          “U.S. Multicurrency Letter of Credit Sublimit” means the lesser of (a) $50,000,000 less any outstanding U.S. Letters of Credit and (b) the aggregate unused amount of the U.S. Multicurrency Revolving Commitments then in effect.

          “U.S. Multicurrency Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all U.S. Multicurrency Letters of Credit then outstanding, and (b) the aggregate amount of all drawings under U.S. Multicurrency Letters of Credit honored by the Issuing Bank and not theretofore reimbursed by or on behalf of the U.S. Borrower.

          “U.S. Multicurrency Revolving Commitment” means the commitment of a Lender to make or otherwise fund any U.S. Multicurrency Revolving Loan and to acquire participations in U.S. Multicurrency Letters of Credit and U.S. Multicurrency Swing Line Loans hereunder and “U.S. Multicurrency Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s U.S. Multicurrency Revolving Commitment, if any, is set forth on Schedule 1.01(c) or in the applicable Assignment Agreement subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the U.S. Multicurrency Revolving Commitments as of the Closing Date is $200,000,000.

          “U.S. Multicurrency Revolving Commitment Period” means the period from the Closing Date to but excluding the U.S. Multicurrency Revolving Commitment Termination Date.

          “U.S. Multicurrency Revolving Commitment Termination Date” means the earliest to occur of (a) the fifth anniversary of the Closing Date, (b) the date the U.S. Multicurrency Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (c) the date of the termination of the U.S. Multicurrency Revolving Commitments pursuant to Section 8.01.

          “U.S. Multicurrency Revolving Exposure” means, with respect to any Lender as of any date of determination, (a) prior to the termination of the U.S. Multicurrency Revolving Commitments, that Lender’s U.S. Multicurrency Revolving Commitment; and (b) after the

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termination of the U.S. Multicurrency Revolving Commitments, the sum of (i) the Dollar Equivalent of the aggregate outstanding principal amount of the U.S. Multicurrency Revolving Loans of that Lender, (ii) in the case of the Issuing Bank, the Dollar Equivalent of the aggregate Letter of Credit Usage in respect of all U.S. Multicurrency Letters of Credit issued by the Issuing Bank (net of any participations by Lenders in such U.S. Multicurrency Letters of Credit), (iii) the Dollar Equivalent of the aggregate amount of all participations by that Lender in any outstanding U.S. Multicurrency Letters of Credit or any unreimbursed drawing under any U.S. Multicurrency Letter of Credit, (iv) in the case of U.S. Multicurrency Swing Line Lender, the aggregate outstanding principal amount of all U.S. Multicurrency Swing Line Loans (net of any participations therein by other Lenders), and (v) the aggregate amount of all participations therein by that Lender in any outstanding U.S. Multicurrency Swing Line Loans.

          “U.S. Multicurrency Revolving Loan” means Loans made by a Lender to the U.S. Borrower pursuant to Section 2.02(c) and/or Section 2.24.

          “U.S. Multicurrency Swing Line Lender” means DBNY, in its capacity as the U.S. Multicurrency Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

          “U.S. Multicurrency Swing Line Loan” means a Loan made by the U.S. Swing Line Lender to the U.S. Borrower pursuant to Section 2.03(a)(ii).

          “U.S. Multicurrency Swing Line Sublimit” means the lesser of (a) $50,000,000 less any outstanding U.S. Swing Line Loans and (b) the aggregate unused amount of U.S. Multicurrency Revolving Commitments then in effect.

          “U.S. Offer” has the meaning set forth in Section 2.13(c)(i).

          “U.S. Offer Loans” has the meaning set forth in Section 2.13(c)(i).

          “U.S. Pledge and Security Agreement” means the U.S. Pledge and Security Agreement to be executed by the Borrowers and each Guarantor substantially in the form of Exhibit H, as it may be amended, restated, supplemented or otherwise modified from time to time.

          “U.S. Revolving Commitment” means the commitment of a Lender to make or otherwise fund any U.S. Revolving Loan and to acquire participations in U.S. Letters of Credit and U.S. Swing Line Loans hereunder and “U.S. Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s U.S. Revolving Commitment, if any, is set forth on Schedule 1.01(c) or in the applicable Assignment Agreement subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the U.S. Revolving Commitments as of the Closing Date is $50,000,000.

          “U.S. Revolving Commitment Period” means the period from the Closing Date to but excluding the U.S. Revolving Commitment Termination Date.

          “U.S. Revolving Commitment Termination Date” means the earliest to occur of (a) the fifth anniversary of the Closing Date, (b) the date the U.S. Revolving Commitments are

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permanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (c) the date of the termination of the U.S. Revolving Commitments pursuant to Section 8.01.

          “U.S. Revolving Exposure” means, with respect to any Lender as of any date of determination, (a) prior to the termination of the U.S. Revolving Commitments, that Lender’s U.S. Revolving Commitment; and (b) after the termination of the U.S. Revolving Commitments, the sum of (i) the Dollar Equivalent of the aggregate outstanding principal amount of the U.S. Revolving Loans of that Lender, (ii) in the case of the Issuing Bank, the Dollar Equivalent of the aggregate Letter of Credit Usage in respect of all U.S. Letters of Credit issued by the Issuing Bank (net of any participations by Lenders in such U.S. Letters of Credit), (iii) the Dollar Equivalent of the aggregate amount of all participations by that Lender in any outstanding U.S. Letters of Credit or any unreimbursed drawing under any U.S. Letter of Credit, (iv) in the case of the U.S. Swing Line Lender, the aggregate outstanding principal amount of all U.S. Swing Line Loans (net of any participations therein by other Lenders), and (v) the aggregate amount of all participations therein by that Lender in any outstanding U.S. Swing Line Loans.

          “U.S. Revolving Loan” means Loans made by a Lender to the U.S. Borrower pursuant to Section 2.02(a) and/or Section 2.24.

          “U.S. Security Agreements” means the U.S. Pledge and Security Agreement and all other mortgages, control agreements, pledge and security documents governed by the laws of a state of the United States hereafter delivered to the Collateral Agent granting or perfecting a Lien on any property of any Person to secure the Obligations.

          “U.S. Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

          “U.S. Swing Line Sublimit” means the lesser of (a) $15,000,000 and (b) the aggregate unused amount of U.S. Revolving Commitments then in effect.

          “U.S. Swing Line Lender” means DBNY, in its capacity as the U.S. Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

          “U.S. Swing Line Loan” means a Loan made by the U.S. Swing Line Lender to the U.S. Borrower pursuant to Section 2.03(a)(i).

          “U.S. Tranche A Term Loan” means a Tranche A Term Loan denominated in Dollars and made by a Lender to the U.S. Borrower pursuant to Section 2.01(a)(i).

          “U.S. Tranche A Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a U.S. Tranche A Term Loan and “U.S. Tranche A Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s U.S. Tranche A Term Loan Commitment, if any, is set forth on Schedule 1.01(a) or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the U.S. Tranche A Term Loan Commitments as of the Closing Date is $1,200,000,000.

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          “U.S. Tranche A Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the U.S. Tranche A Term Loans of such Lender; provided, that at any time prior to the making of the U.S. Tranche A Term Loans, the U.S. Tranche A Term Loan Exposure of any Lender shall be equal to such Lender’s U.S. Tranche A Term Loan Commitment.

          “U.S. Tranche B Term Loan” means a Tranche B Term Loan denominated in Dollars and made by a Lender to the U.S. Borrower pursuant to Section 2.01(a)(ii).

          “U.S. Tranche B Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a U.S. Tranche B Term Loan and “U.S. Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s U.S. Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01(b) or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the U.S. Tranche B Term Loan Commitments as of the Closing Date is $1,300,000,000.

          “U.S. Tranche B Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the U.S. Tranche B Term Loans of such Lender; provided, that at any time prior to the making of the U.S. Tranche B Term Loans, the U.S. Tranche B Term Loan Exposure of any Lender shall be equal to such Lender’s U.S. Tranche B Term Loan Commitment.

          “Valuation Date” means (a) the date two (2) Business Days prior to the making, continuing or converting of any Revolving Loan, or the date of issuance or continuation of any Letter of Credit and (b) any other date designated by the Administrative Agent or the Issuing Bank.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

          “Wholly-Owned Subsidiary” means, with respect to any Person, any other Person all of the Equity Interests of which (other than (a) directors’ qualifying shares and (b) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person directly and/or through other wholly-owned Subsidiaries of such Person.

          “Wholly-Owned Subsidiary Guarantor” means any Guarantor that is a Wholly-Owned Subsidiary of the Parent.

          “Working Capital Improvement Amount” means the aggregate amount of actual net working capital improvements achieved by the Group after June 6, 2010; provided, that (a) such amount does not exceed $100,000,000 and (b) such working capital improvements are reasonably acceptable to the Arrangers.

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     Section 1.02 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP (or IFRS, as applicable). Financial statements and other information required to be delivered by the Borrower Representative to Lenders pursuant to Section 5.01(a) and 5.01(b) shall be prepared in accordance with GAAP (or IFRS, as applicable) as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.01(d), if applicable). Calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

     Section 1.03 Interpretation, Etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article, a Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The terms lease and license shall include sub-lease and sub-license, as applicable. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein or therein, any reference in this Agreement or any other Loan Document to any agreement, document or instrument shall mean such agreement, document or instrument as amended, restated, supplemented or otherwise modified from time to time, in each case, in accordance with the express terms of this Agreement or such Loan Document.

     Section 1.04 Exchange Rates; Currency Equivalents.

          (a) The Administrative Agent or the Issuing Bank, as applicable, shall determine the Exchange Rates as of each Valuation Date to be used for calculating Euro Equivalent and Dollar Equivalent amounts of Credit Extensions and amounts outstanding hereunder denominated in Other Foreign Currencies. Such Exchange Rates shall become effective as of such Valuation Date and shall be the Exchange Rates employed in converting any amounts between the applicable currencies until the next Valuation Date to occur. Except for purposes of financial statements delivered by the Borrower Representative hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of such currency as so determined by the Administrative Agent or the Issuing Bank, as applicable.

          (b) Whenever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is

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expressed in Dollars or Euros, but such borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Other Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar or Euro amount (rounded to the nearest unit of such Other Foreign Currency, with 0.5 or a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as the case may be.

          (c) Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.01, 6.02, 6.04, 6.06, 6.07(c) and 6.08, with respect to any amount of Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition is incurred or made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.04 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Investment, Restricted Payment, Lien or Asset Disposition may be incurred or made at any time under such Sections.

          (d) For purposes of determining compliance with the Leverage Ratio and the Closing Date Leverage Ratio, the Euro Equivalent of any Indebtedness denominated in any currency other than Euros will be converted into Euros based on the relevant currency exchange rate (or average exchange rates) used with respect to such currency in the Financial Statements with respect to which the applicable Consolidated Adjusted EBITDA is calculated.

          (e) For the avoidance of doubt, in the case of a Loan denominated in an Other Foreign Currency, all interest and fees shall accrue and be payable thereon based on the actual amount outstanding in such Other Foreign Currency (without any translation into the Dollar Equivalent or Euro Equivalent thereof).

ARTICLE II.
LOANS AND LETTERS OF CREDIT

     Section 2.01 Term Loans.

          (a) Loan Commitments. Subject to the terms and conditions hereof,

          (i) each Lender severally agrees to make, on the Closing Date, (A) a U.S. Tranche A Term Loan to the U.S. Borrower in an amount equal to such Lender’s U.S. Tranche A Term Loan Commitment and (B) a Foreign Tranche A Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche A Term Loan Commitment; and

          (ii) each Lender severally agrees to make, on the Closing Date, (A) a U.S. Tranche B Term Loan to the U.S. Borrower in an amount equal to such Lender’s U.S. Tranche B Term Loan Commitment and (B) a Foreign Tranche B Term Loan to the Foreign Borrower in an amount equal to such Lender’s Foreign Tranche B Term Loan Commitment.

The Borrowers may make only one borrowing under each of the Tranche A Term Loan Commitments and Tranche B Term Loan Commitments which shall be on the Closing Date.

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Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Tranche A Term Loans and the Tranche B Term Loans shall be paid in full no later than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively. Each Lender’s Tranche A Term Loan Commitments and Tranche B Term Loan Commitments shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Tranche A Term Loan Commitments and Tranche B Term Loan Commitments on such date.

          (b) Borrowing Mechanics for Term Loans.

          (i) The Borrower Representative shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than three (3) Business Days prior to the Closing Date or such later date as agreed in writing by the Administrative Agent. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing.

          (ii) Each Lender shall make its U.S. Tranche A Term Loans and/or U.S. Tranche B Term Loans, as the case may be, available to the Administrative Agent not later than 2:00 p.m. (New York City time) and, with respect to Foreign Tranche B Term Loans and Foreign Tranche A Term Loans, 2:00 p.m. (London time) on the Closing Date (or such later time as may be agreed by the Administrative Agent), by wire transfer of same day funds in Dollars or Euros, as the case may be, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Term Loans available to the applicable Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the applicable Borrower.

     Section 2.02 Revolving Loans.

          (a) U.S. Revolving Commitments. During the U.S. Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make U.S. Revolving Loans to the U.S. Borrower in an aggregate amount up to but not exceeding such Lender’s U.S. Revolving Commitment; provided, that after giving effect to the making of any U.S. Revolving Loans in no event shall the Total Utilization of U.S. Revolving Commitments exceed the U.S. Revolving Commitments then in effect. Loans in respect of the U.S. Revolving Commitments may be drawn in Dollars (or if approved by all relevant Lenders, Euros or any Other Foreign Currency). Amounts borrowed pursuant to this Section 2.02(a) may be repaid and reborrowed during the applicable Revolving Commitment Period. Each Lender’s U.S. Revolving Commitments shall expire on the U.S. Revolving Commitment Termination Date and all U.S. Revolving Loans and all other amounts owed hereunder with respect to the U.S. Revolving Loans and the U.S. Revolving Commitments shall be paid in full no later than such date.

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          (b) Foreign Revolving Commitments. During the Foreign Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Foreign Revolving Loans to the Foreign Borrower in an aggregate amount up to but not exceeding such Lender’s Foreign Revolving Commitment; provided, that after giving effect to the making of any Foreign Revolving Loans in no event shall the Total Utilization of Foreign Revolving Commitments exceed the Foreign Revolving Commitments then in effect. Loans in respect of the Foreign Revolving Commitments may be drawn in Euros (or if approved by all relevant Lenders, Dollars or any Other Foreign Currency). Amounts borrowed pursuant to this Section 2.02(b) may be repaid and reborrowed during the applicable Revolving Commitment Period. Each Lender’s Foreign Revolving Commitments shall expire on the Foreign Revolving Commitment Termination Date and all Foreign Revolving Loans and all other amounts owed hereunder with respect to the Foreign Revolving Loans and the Foreign Revolving Commitments shall be paid in full no later than such date. Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to the Foreign Borrower in place of all or part of its Foreign Revolving Commitments.

          (c) U.S. Multicurrency Revolving Commitments. During the U.S. Multicurrency Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make U.S. Multicurrency Revolving Loans to the U.S. Borrower in an aggregate amount up to but not exceeding such Lender’s U.S. Multicurrency Revolving Commitment; provided, that after giving effect to the making of any U.S. Multicurrency Revolving Loans in no event shall the Total Utilization of U.S. Multicurrency Revolving Commitments exceed the U.S. Multicurrency Revolving Commitments then in effect. Loans in respect of the U.S. Multicurrency Revolving Commitments may be drawn in any Approved Currency, as specified in the Borrowing Notice. Amounts borrowed pursuant to this Section 2.02(c) may be repaid and reborrowed during the applicable U.S. Multicurrency Revolving Commitment Period. Each Lender’s U.S. Multicurrency Revolving Commitments shall expire on the U.S. Multicurrency Revolving Commitment Termination Date and all U.S. Multicurrency Revolving Loans and all other amounts owed hereunder with respect to the U.S. Multicurrency Revolving Loans and the U.S. Multicurrency Revolving Commitments shall be paid in full no later than such date.

          (d) Borrowing Mechanics for Revolving Loans.

          (i) Except pursuant to 2.04(d), (A) Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, (B) U.S. Revolving Loans that are Eurocurrency Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, (C) Foreign Revolving Loans shall be in a minimum amount of €1,000,000 and integral multiples of €1,000,000 in excess of that amount (or such lesser amount as the Administrative Agent may agree) and (D) U.S. Multicurrency Revolving Loans that are Eurocurrency Rate Loans shall be in an aggregate minimum amount of $1,000,000 (or €1,000,000 with respect to any drawing in Euros) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euros) in excess of that amount. In the case of Loans made in Other Foreign Currencies, such minimums shall be established by the Administrative Agent to be the applicable Foreign Currency Equivalent.

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          (ii) Whenever the U.S. Borrower desires that Lenders make U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans, it shall deliver to the Administrative Agent a fully executed and delivered Borrowing Notice no later than 11:00 a.m. (New York City time) (A) at least three (3) Business Days in advance of the proposed Credit Date in the case of a Eurocurrency Rate Loan and (B) at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Whenever the Foreign Borrower desires that Lenders make Foreign Revolving Loans, it shall deliver to the Administrative Agent a fully executed and delivered Borrowing Notice no later than 11:00 a.m. (London, England time) at least three (3) Business Days in advance of the proposed Credit Date. Except as otherwise provided herein, a Borrowing Notice for a Revolving Loan that is a Eurocurrency Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to make a borrowing in accordance therewith.

          (iii) Notice of receipt of each Borrowing Notice in respect of U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 11:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt of such Borrowing Notice from the U.S. Borrower. Each Lender shall make the amount of its U.S. Revolving Loan and/or U.S. Multicurrency Revolving Loans, as applicable, available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars or the applicable requested Approved Currency, at the Principal Office designated by the Administrative Agent.

          (iv) Notice of receipt of each Borrowing Notice in respect of Foreign Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 11:00 a.m. (London, England time)) not later than 2:00 p.m. (London, England time) on the same day as the Administrative Agent’s receipt of such Borrowing Notice from the applicable Foreign Borrower. Each Lender shall make the amount of its Foreign Revolving Loan available to the Administrative Agent not later than 12:00 p.m. (London, England time) on the applicable Credit Date by wire transfer of same day funds in Euros or the requested Foreign Currency, at the Principal Office designated by the Administrative Agent.

          (v) Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of Revolving Loans available to the applicable Borrower on the applicable Credit Date by causing an amount of same day funds in the requested Approved Currency equal to the proceeds of all such Revolving Loans received by the Administrative Agent from Lenders to be credited to the account of the applicable Borrower at the Principal Office

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designated by the Administrative Agent or such other account as may be designated in writing to the Administrative Agent by the applicable Borrower or the Borrower Representative.

Section 2.03 Swing Line Loans.

          (a) Swing Line Loans Commitments.

          (i) During the U.S. Revolving Commitment Period, subject to the terms and conditions hereof, the U.S. Swing Line Lender may, from time to time in its discretion, agree to make U.S. Swing Line Loans to the U.S. Borrower in the aggregate amount up to but not exceeding the U.S. Swing Line Sublimit; provided, that after giving effect to the making of any U.S. Swing Line Loan, in no event shall the Total Utilization of U.S. Revolving Commitments exceed the U.S. Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.03 may be repaid and reborrowed during the U.S. Revolving Commitment Period. The U.S. Swing Line Lender’s U.S. Revolving Commitment shall expire on the U.S. Revolving Commitment Termination Date. All U.S. Swing Line Loans and all other amounts owed hereunder with respect to the U.S. Swing Line Loans shall be paid in full on the earlier of (i) the date which is five (5) Business Days after the incurrence thereof and (ii) the U.S. Revolving Commitment Termination Date.

          (ii) During the U.S. Multicurrency Revolving Commitment Period, subject to the terms and conditions hereof, the U.S. Multicurrency Swing Line Lender may, from time to time in its discretion, agree to make U.S. Multicurrency Swing Line Loans to the U.S. Borrower in the aggregate amount up to but not exceeding the U.S. Multicurrency Swing Line Sublimit; provided, that after giving effect to the making of any U.S. Multicurrency Swing Line Loan, in no event shall the Total Utilization of U.S. Multicurrency Revolving Commitments exceed the U.S. Multicurrency Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.03 may be repaid and reborrowed during the U.S. Multicurrency Revolving Commitment Period. The U.S. Multicurrency Swing Line Lender’s U.S. Multicurrency Revolving Commitment shall expire on the U.S. Multicurrency Revolving Commitment Termination Date. All U.S. Multicurrency Swing Line Loans and all other amounts owed hereunder with respect to the U.S. Multicurrency Swing Line Loans shall be paid in full on the earlier of (i) the date which is five (5) Business Days after the incurrence thereof and (ii) the U.S. Multicurrency Revolving Commitment Termination Date.

          (b) Borrowing Mechanics for Swing Line Loans.

          (i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

          (ii) Whenever the U.S. Borrower desires that the U.S. Swing Line Lender or U.S. Multicurrency Swing Line Lender make a Swing Line Loan, the U.S. Borrower shall deliver to the Administrative Agent a Borrowing Notice no later than 11:00 a.m. (New York City time) on the proposed Credit Date.

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          (iii) The U.S. Swing Line Lender or U.S. Multicurrency Swing Line Lender (as applicable) shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the U.S. Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Applicable Swing Line Lender to be credited to the account of the U.S. Borrower at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the U.S. Borrower.

          (iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the U.S. Borrower pursuant to Section 2.13(a) or repaid pursuant to clause (a) above, Applicable Swing Line Lender may at any time in its sole and absolute discretion, deliver on any Business Day, but no later than every Friday (or next succeeding Business Day), to the Administrative Agent (with a copy to the U.S. Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Borrowing Notice given by the U.S. Borrower) requesting that each Lender holding a U.S. Revolving Commitment and/or U.S. Multicurrency Revolving Commitment (as applicable) make U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (as applicable) that are Base Rate Loans to the U.S. Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans“) outstanding on the date such notice is given which the Applicable Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (A) the proceeds of such U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (as applicable) made by the Lenders other than the Applicable Swing Line Lender shall be immediately delivered by the Administrative Agent to the Applicable Swing Line Lender (and not to the U.S. Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans, (B) on the day such U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (as applicable) are made, the Applicable Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a U.S. Revolving Loan and/or U.S. Multicurrency Revolving Loan (as applicable) made by the Applicable Swing Line Lender to the U.S. Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Applicable Swing Line Lender but shall instead constitute part of the Applicable Swing Line Lender’s outstanding U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (as applicable) to the U.S. Borrower and shall be due under the Revolving Loan Note issued by the U.S. Borrower to the Applicable Swing Line Lender and (C) in no event shall the amount of U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (or participations in any Swing Line Loan in lieu thereof) required to be funded by a Lender under this Section 2.03(b)(iv) exceed such Lender’s U.S. Revolving Commitments or U.S. Multicurrency Revolving Loan Commitments (as applicable). The U.S. Borrower hereby authorizes the Administrative

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Agent and the Applicable Swing Line Lender to charge the U.S. Borrower’s accounts with the Administrative Agent and the Applicable Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Applicable Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (as applicable) made by Lenders, including the U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (as applicable) deemed to be made by the Applicable Swing Line Lender are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Applicable Swing Line Lender should be recovered by or on behalf of the U.S. Borrower from the Applicable Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

          (v) If for any reason U.S. Revolving Loans or U.S. Multicurrency Revolving Loans (as applicable) are not made pursuant to Section 2.03(b)(iv) in an amount sufficient to repay any amounts owed to the Applicable Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Applicable Swing Line Lender, each Lender holding a U.S. Revolving Commitment or U.S. Multicurrency Revolving Commitment (as applicable) shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Applicable Swing Line Lender, each Lender holding a U.S. Revolving Commitment or U.S. Multicurrency Revolving Commitment (as applicable) shall deliver to the Applicable Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of the Applicable Swing Line Lender. In order to evidence such participation, each Lender holding a U.S. Revolving Commitment or U.S. Multicurrency Revolving Commitment (as applicable) agrees to enter into a participation agreement at the request of the Applicable Swing Line Lender in form and substance reasonably satisfactory to the Applicable Swing Line Lender. In the event any Lender holding a U.S. Revolving Commitment or U.S. Multicurrency Revolving Commitment (as applicable) fails to make available to the Applicable Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the Applicable Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Applicable Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate.

          (vi) Notwithstanding anything contained herein to the contrary, (A) each Lender’s obligation to make U.S. Revolving Loans or U.S. Multicurrency Revolving Loans (as applicable) for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any applicable unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Applicable Swing Line

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Lender, any Loan Party or any other Person for any reason whatsoever; (2) the occurrence or continuation of a Default or Event of Default; (3) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (4) any breach of this Agreement or any other Loan Document by any party thereto; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, that such obligations of each Lender are subject to the condition that the Applicable Swing Line Lender had not received prior notice from the U.S. Borrower or the Required Lenders that any of the conditions under Section 3.02 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (B) the Applicable Swing Line Lender shall not be obligated to make any Swing Line Loans (1) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (2) it does not in good faith believe that all conditions under Section 3.02 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (3) at a time when any Lender is a Defaulting Revolving Lender with U.S. Revolving Commitments or U.S. Multicurrency Revolving Commitments (as applicable) unless the Applicable Swing Line Lender has entered into arrangements satisfactory to it and the U.S. Borrower to eliminate such Swing Line Lender’s risk with respect to the Defaulting Revolving Lender’s participation in such Swing Ling Loan, including by cash collateralizing such Defaulting Revolving Lender’s Pro Rata Share of the outstanding Swing Line Loans.

Section 2.04 Issuance of Letters of Credit and Purchase of Participations Therein.

          (a) Letters of Credit.

          (i) During the U.S. Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue U.S. Letters of Credit for the account of the U.S. Borrower in the aggregate amount up to but not exceeding the U.S. Letter of Credit Sublimit; provided, that (A) each U.S. Letter of Credit shall be denominated in Dollars (or, if approved by all relevant Lenders, Euros or any Other Foreign Currency); (B) the stated amount of each U.S. Letter of Credit shall not be less than $250,000 (or the applicable Foreign Currency Equivalent) or such lesser amount as is acceptable to the Issuing Bank; (C) after giving effect to such issuance, in no event shall the Total Utilization of U.S. Revolving Commitments exceed the U.S. Revolving Commitments then in effect; (D) after giving effect to such issuance, in no event shall the U.S. Letter of Credit Usage exceed the U.S. Letter of Credit Sublimit then in effect; (E) in no event shall any standby U.S. Letter of Credit have an expiration date later than the earlier of (1) the date that is five (5) days prior to the U.S. Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (F) in no event shall any commercial U.S. Letter of Credit (1) have an expiration date later than the earlier of (x) the date that is five (5) days prior to the U.S. Revolving Commitment Termination Date and (y) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (2) be issued if such commercial U.S. Letter of Credit is otherwise unacceptable to the applicable Issuing Bank in its reasonable discretion.

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          (ii) During the U.S. Multicurrency Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue U.S. Multicurrency Letters of Credit for the account of the U.S. Borrower in the aggregate amount up to but not exceeding the U.S. Multicurrency Letter of Credit Sublimit; provided, that (A) each U.S. Multicurrency Letter of Credit shall be denominated in any Approved Currency; (B) the stated amount of each U.S. Multicurrency Letter of Credit shall not be less than $250,000 (or the applicable Foreign Currency Equivalent) or such lesser amount as is acceptable to the Issuing Bank; (C) after giving effect to such issuance, in no event shall the Total Utilization of U.S. Multicurrency Revolving Commitments exceed the U.S. Multicurrency Revolving Commitments then in effect; (D) after giving effect to such issuance, in no event shall the U.S. Multicurrency Letter of Credit Usage exceed the U.S. Multicurrency Letter of Credit Sublimit then in effect; (E) in no event shall any standby U.S. Multicurrency Letter of Credit have an expiration date later than the earlier of (1) the date that is five (5) days prior to the U.S. Multicurrency Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (F) in no event shall any commercial U.S. Letter of Credit (1) have an expiration date later than the earlier of (x) the date that is five (5) days prior to the U.S. Multicurrency Revolving Commitment Termination Date and (y) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (2) be issued if such commercial U.S. Multicurrency Letter of Credit is otherwise unacceptable to the applicable Issuing Bank in its reasonable discretion

          (iii) During the Foreign Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Foreign Letters of Credit for the account of the Foreign Borrower in the aggregate amount up to but not exceeding the Foreign Letter of Credit Sublimit; provided, that (A) each Foreign Letter of Credit shall be denominated in Euros (or, if approved by all relevant Lenders, Dollars or any Other Foreign Currency); (B) the stated amount of each Foreign Letter of Credit shall not be less than €250,000 (or the applicable Foreign Currency Equivalent) or such lesser amount as is acceptable to the Issuing Bank; (C) after giving effect to such issuance, in no event shall the Total Utilization of Foreign Revolving Commitments exceed the Foreign Revolving Commitments then in effect; (D) after giving effect to such issuance, in no event shall the Foreign Letter of Credit Usage exceed the Foreign Letter of Credit Sublimit then in effect; (E) in no event shall any standby Foreign Letter of Credit have an expiration date later than the earlier of (1) the date that is five (5) days prior to the Foreign Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (F) in no event shall any commercial Foreign Letter of Credit (1) have an expiration date later than the earlier of (x) the date that is five (5) days prior to the Foreign Revolving Commitment Termination Date and (y) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (2) be issued if such commercial Foreign Letter of Credit is otherwise unacceptable to the applicable Issuing Bank in its reasonable discretion.

Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit shall automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, that the Issuing

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Bank may elect not to extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension; provided, further, that in the event that any Lender is a Defaulting Revolving Lender, the Issuing Bank shall not be required to issue any Letter of Credit unless the Issuing Bank has entered into arrangements satisfactory to it and the applicable Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Revolving Lender, including by cash collateralizing such Defaulting Revolving Lender’s Pro Rata Share of the applicable Letter of Credit Usage.

          (b) Notice of Issuance.

          (i) Whenever the U.S. Borrower desires the issuance of a Letter of Credit, the U.S. Borrower shall deliver to the Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three (3) Business Days (in the case of standby letters of credit) or five (5) Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Such Notice shall specify if such Letter of Credit is to be a U.S. Letter of Credit or U.S. Multicurrency Letter of Credit. Upon satisfaction or waiver of the conditions set forth in Section 3.02, the Issuing Bank shall issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any U.S. Letter of Credit, U.S. Multicurrency Letter of Credit or amendment or modification to a U.S. Letter of Credit or U.S. Multicurrency Letter of Credit, the Issuing Bank shall promptly notify each Lender with a U.S. Revolving Commitment or U.S. Multicurrency Revolving Commitment, as applicable, of such issuance or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.04(e).

          (ii) Whenever the Foreign Borrower desires the issuance of a Letter of Credit, the Foreign Borrower or the Borrower Representative shall deliver to the Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York city time) at least three (3) Business Days (in the case of standby letters of credit) or five (5) Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.02, the Issuing Bank shall issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any Foreign Letter of Credit or amendment or modification to a Foreign Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent and each Lender with a Foreign Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.04(e).

          (c) Responsibility of the Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall not have any responsibility to obtain any document

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(other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering such document. As between the Borrowers and the applicable Issuing Bank, each Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the applicable Issuing Bank by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for, in the absence of its gross negligence or willful misconduct: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder; provided, however, that the foregoing is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary of such Letter of Credit at law or under any other agreement. Without limiting the foregoing and in furtherance thereof, no action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall give rise to any liability on the part of the Issuing Bank to any Borrower; provided, however, any Borrower may have a claim against the Issuing Bank and the Issuing Bank may be liable to such Borrower, to the extent, but only to the extent, of any direct (as opposed to consequential or exemplary) damages suffered by such Borrower to the extent a final decision of a court of competent jurisdiction determines such direct damages were caused by the Issuing Bank’s willful misconduct or gross negligence or the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.

          (d) Reimbursement by the Borrowers of Amounts Drawn or Paid Under Letters of Credit.

          (i) In the event the Issuing Bank has determined to honor a drawing under a U.S. Letter of Credit, it shall immediately notify the U.S. Borrower and the Administrative Agent, and the U.S. Borrower shall reimburse the Issuing Bank on or before the Business Day immediately following the date on which such notice is received by the U.S. Borrower (such Business Day, the “Reimbursement Date”) in an amount in the Approved Currency in which such Letter of Credit was issued and in same day funds equal to the amount of such honored drawing; provided, that anything contained herein to

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the contrary notwithstanding, (A) unless the U.S. Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 10:00 a.m. (New York City time) on the Reimbursement Date that the U.S. Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower Representative shall be deemed to have given a timely Borrowing Notice to the Administrative Agent requesting Lenders with U.S. Revolving Commitments to make U.S. Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in the applicable Approved Currency, equal to the amount of such honored drawing, and (B) subject to satisfaction or waiver of the conditions specified in Section 3.02, Lenders with U.S. Revolving Commitments shall, on the Reimbursement Date for any U.S. Letter of Credit, make U.S. Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; provided, further, that if for any reason proceeds of U.S. Revolving Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the U.S. Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such U.S. Revolving Loans, if any, which are so received.

          (ii) In the event the Issuing Bank has determined to honor a drawing under a U.S. Multicurrency Letter of Credit, it shall immediately notify the U.S. Borrower and the Administrative Agent, and the U.S. Borrower shall reimburse the Issuing Bank on or before the Business Day immediately following the date on which such notice is received by the U.S. Borrower (such Business Day, the “Reimbursement Date”) in an amount in the Approved Currency in which such Letter of Credit was issued and in same day funds equal to the amount of such honored drawing; provided, that anything contained herein to the contrary notwithstanding, (A) unless the U.S. Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 10:00 a.m. (New York City time) on the Reimbursement Date that the U.S. Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower Representative shall be deemed to have given a timely Borrowing Notice to the Administrative Agent requesting Lenders with U.S. Multicurrency Revolving Commitments to make U.S. Multicurrency Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in the applicable Approved Currency, equal to the amount of such honored drawing, and (B) subject to satisfaction or waiver of the conditions specified in Section 3.02, Lenders with U.S. Multicurrency Revolving Commitments shall, on the Reimbursement Date for any U.S. Multicurrency Letter of Credit, make U.S. Multicurrency Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; provided, further, that if for any reason proceeds of U.S. Multicurrency Revolving Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the U.S. Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such U.S. Multicurrency Revolving Loans, if any, which are so received.

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          (iii) In the event the Issuing Bank has determined to honor a drawing under a Foreign Letter of Credit, it shall immediately notify the applicable Foreign Borrower and the Administrative Agent, and the applicable Foreign Borrower shall reimburse the Issuing Bank on or before the Reimbursement Date in an amount in the Approved Currency in which such Letter of Credit was issued and in same day funds equal to the amount of such honored drawing; provided, that anything contained herein to the contrary notwithstanding, (A) unless the Foreign Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 10:00 a.m. (London, England time) on the date such drawing is honored that the Foreign Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower Representative shall be deemed to have given a timely Borrowing Notice to the Administrative Agent requesting Lenders with Foreign Revolving Commitments to make Foreign Revolving Loans that are Eurocurrency Rate Loans with an Interest Period of one month on the Reimbursement Date in an amount in the applicable Approved Currency equal to the amount of such honored drawing, and (B) subject to satisfaction or waiver of the conditions specified in Section 3.02, Lenders with Foreign Revolving Commitments shall, on the Reimbursement Date for any Foreign Letter of Credit, make Foreign Revolving Loans that are Eurocurrency Rate Loans with an Interest Period of one month in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; provided, further, that if for any reason proceeds of Foreign Revolving Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the applicable Foreign Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Foreign Revolving Loans, if any, which are so received

Nothing in this Section 2.04(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and each Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d).

          (e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each U.S. Letter of Credit, each Lender having a U.S. Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation in such U.S. Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the U.S. Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. Immediately upon the issuance of each U.S. Multicurrency Letter of Credit, each Lender having a U.S. Multicurrency Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation in such U.S. Multicurrency Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the U.S. Multicurrency Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. Immediately upon the issuance of each Foreign Letter of Credit, each Lender having a Foreign Revolving Commitment shall be deemed to have

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purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation in such Foreign Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Foreign Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the applicable Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.04(d), the Issuing Bank shall promptly notify each Lender with an applicable Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the applicable Revolving Commitments. Each Lender with a U.S. Revolving Commitment and/or U.S. Multicurrency Revolving Commitment (as applicable) shall make available to the Issuing Bank an amount equal to its respective participation, in the applicable Approved Currency and in same day funds, at the office of the Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of the Issuing Bank is located) after the date notified by the Issuing Bank. Each Lender with a Foreign Revolving Commitment shall make available to the Issuing Bank an amount equal to its respective participation, in the applicable Approved Currency, as applicable, and in same day funds, at the office of applicable Issuing Bank specified in such notice, not later than 12:00 p.m. (London, England time) on the first Business Day (under the laws of the jurisdiction in which such office of applicable Issuing Bank is located) after the date notified by the Issuing Bank. In the event that any Lender with a U.S. Revolving Commitment, U.S. Multicurrency Revolving Commitment or Foreign Revolving Commitment, as applicable, fails to make available to the Issuing Bank on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.04(e), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Issuing Bank for the correction of errors among banks and thereafter, in respect of U.S. Letters of Credit, at the Base Rate, and in respect of Foreign Letters of Credit, at the Eurocurrency Rate for an Interest Period of one month. In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.04(e) for all or any portion of any drawing honored by the Issuing Bank under a Letter of Credit, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.04(e) with respect to such honored drawing such Lender’s Pro Rata Share (with respect to the applicable Revolving Commitments) of all payments subsequently received by the Issuing Bank from the applicable Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Schedule 1.01(d) or at such other address as such Lender may request and a copy of such distribution shall be sent to such Lender if so requested.

          (f) Obligations Absolute. The obligation of (i) the U.S. Borrower to reimburse the Issuing Bank for drawings honored under the U.S. Letters of Credit issued by it and to repay any U.S. Revolving Loans and/or U.S. Multicurrency Revolving Loans (as applicable) made by Lenders pursuant to Section 2.04(d), (ii) the Foreign Borrower to reimburse the Issuing Bank for drawings honored under the Foreign Letters of Credit issued by it to the Foreign Borrower and to repay any Foreign Revolving Loans made by Lenders pursuant to Section 2.04(d) and (iii) the Lenders under Section 2.04(e), in each case shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (a) any lack of validity or

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enforceability of any Letter of Credit; (b) the existence of any claim, set-off, defense or other right which any Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, Lender or any other Person or, in the case of a Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (c) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (d) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (e) any adverse change in the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise), stockholders’ equity, results of operations or value of any Loan Party; (f) any breach hereof or any other Loan Document by any party thereto; (g) the fact that an Event of Default or a Default shall have occurred and be continuing; or (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

          (g) Indemnification. Without duplication of any obligation of the Borrowers under Section 10.02 or 10.03, in addition to amounts payable as provided herein, each Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank to such Borrower or (ii) the failure of the Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

          (h) Resignation and Removal of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon sixty (60) days prior written notice to the Administrative Agent, the Lenders and the Borrower Representative. An Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank (provided, that no consent of the replaced Issuing Bank will be required if the replaced Issuing Bank has no Letters of Credit outstanding or reimbursement obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement or resignation shall become effective, the applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Bank, as the context shall require. After the replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit or to renew existing Letters of Credit.

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     Section 2.05 Pro Rata Shares; Availability of Funds.

          (a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the applicable Class of Loans, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitments or any Revolving Commitments of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

          (b) Availability of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter, if such Loan is in Dollars, at the Base Rate and if such Loan is in any other Approved Currency, at the rate certified by the Administrative Agent to be its cost of funds (from any source which it may reasonably select). If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower Representative and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent at the Base Rate if such Loan is in Dollars and at the rate certified by the Administrative Agent to be its cost of funds (from any source which it may reasonably select) if such Loan is in any other Approved Currency. Nothing in this Section 2.05(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

     Section 2.06 Use of Proceeds.

          (a) Closing Date Use of Proceeds. The proceeds of the Term Loans and the Revolving Loans borrowed on the Closing Date shall be applied by the Borrowers to fund the Merger (including repaying, retiring or redeeming the Refinanced Indebtedness and paying Transaction Costs); provided, that no more than $100,000,000 of Revolving Loans may be borrowed on the Closing Date, of which (i) up to $50,000,000 may be used to pay the fees payable pursuant to the Fee Letter and (ii) up to $50,000,000 may be used to finance the Merger, to repay, retire or redeem Refinanced Indebtedness and to pay fees and expenses in connection therewith.

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          (b) Post-Closing Use of Proceeds. The proceeds of the Revolving Loans, Swing Line Loans, Letters of Credit and any utilization under any Ancillary Facility made after the Closing Date shall be applied by the applicable Borrower for working capital or general corporate purposes of such Borrower and any of its Subsidiaries, including Permitted Acquisitions; provided, that in no event shall the Revolving Loans, Swing Line Loans, Letters of Credit or any utilization under any Ancillary Facility be used for the payment of any Permitted Dividend. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

     Section 2.07 Evidence of Debt; Register; Notes.

          (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of each Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on each Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitment or such Borrower’s Obligations in respect of any Loans; provided, further, that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

          (b) Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitment and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower Representative at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.06, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on each Borrower and each Lender, absent manifest error. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.07, and each Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.

          (c) Notes. If so requested by any Lender by written notice to the Borrower Representative (with a copy to the Administrative Agent) at least two (2) Business Days prior to the Closing Date, or at any time thereafter, each applicable Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.06) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after such Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Swing Line Loan, as the case may be.

     Section 2.08 Interest on Loans.

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          (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

          (i) in the case of Tranche A Term Loans and Revolving Loans:

          (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

          (B) if a Eurocurrency Rate Loan, at the Adjusted Eurocurrency Rate plus the Applicable Margin and plus Mandatory Costs, if any;

          (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin; and

          (iii) in the case of Tranche B Term Loans:

          (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

          (B) if a Eurocurrency Rate Loan, at the Adjusted Eurocurrency Rate plus the Applicable Margin and plus Mandatory Costs, if any.

          (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan, which can be made and maintained as a Base Rate Loan only), and the Interest Period with respect to any Eurocurrency Rate Loan shall be selected by the applicable Borrower and notified to the Administrative Agent and Lenders pursuant to the applicable Borrowing Notice or Conversion/Continuation Notice, as the case may be; provided, that until the date that is the earlier of (i) six (6) months after the Closing Date and (ii) the completion of the syndication of the Loans and Commitments under this Agreement (as determined by the Arrangers in their sole discretion), the Loans shall be maintained as either (A) Eurocurrency Rate Loans having an Interest Period of no longer than one month or (B) if applicable, Base Rate Loans. If on any day a Loan is outstanding with respect to which a Borrowing Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan, if a Loan denominated in Dollars, shall be a Base Rate Loan and, if a Loan denominated in Euros or any Other Foreign Currency, shall be a Eurocurrency Rate Loan having an interest period of one month.

          (c) In connection with Eurocurrency Rate Loans with respect to each of the Foreign Tranche A Term Loan Facility, the Foreign Tranche B Term Loan Facility, the U.S. Tranche A Term Loan Facility, the U.S. Tranche B Term Loan Facility, the Foreign Revolving Credit Facility and the U.S. Revolving Credit Facility there shall be no more than four (4) Interest Periods outstanding at any time under each such facility (or such greater number of Interest Periods as may be agreed to by the Administrative Agent). In connection with Eurocurrency Rate Loans with respect to the U.S. Multicurrency Revolving Credit Facility, there shall be no more than six (6) Interest Periods outstanding at any time under such facility (or such greater number of Interest Periods as may be agreed to by the Administrative Agent). In the

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event the Borrower Representative fails to specify between a Base Rate Loan or a Eurocurrency Rate Loan in the applicable Borrowing Notice or Conversion/Continuation Notice for any Loan denominated in Dollars, such Loan (if outstanding as a Eurocurrency Rate Loan) shall be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan shall remain as, or (if not then outstanding) shall be made as, a Base Rate Loan). In the event the Borrower Representative fails to specify an Interest Period for any Eurocurrency Rate Loan in the applicable Borrowing Notice or Conversion/Continuation Notice, such Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) or, with respect to Loans in respect of Foreign Revolving Commitments, 10:00 a.m. (London, England time), on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurocurrency Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower Representative and each Lender.

          (d) Interest payable pursuant to Section 2.08(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be and (ii) in the case of Eurocurrency Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurocurrency Rate Loan, the date of conversion of such Eurocurrency Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurocurrency Rate Loan, the date of conversion of such Base Rate Loan to such Eurocurrency Rate Loan, as the case may be, shall be excluded; provided, that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

          (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of such Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of such Loan, including final maturity of such Loan; provided, that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

          (f) The applicable Borrower agrees to pay to each Issuing Bank, with respect to drawings honored under a Letter of Credit, interest on the amount paid by each the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the applicable Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans or, with respect to Letters of Credit denominated in a

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currency other than Dollars, Eurocurrency Rate Loans with an interest period of one month, and (ii) thereafter, a rate which is 2.00% per annum in excess of the rate of interest otherwise payable hereunder with respect to such Revolving Loans.

          (g) Interest payable pursuant to Section 2.08(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by an Issuing Bank of any payment of interest pursuant to Section 2.08(f), the Issuing Bank shall distribute to each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which the Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event an Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.04(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which the Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by the applicable Borrower.

          (h) The rate and time of payment of interest in respect of any Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrower under such Ancillary Facility based on normal market rates and terms.

     Section 2.09 Conversion/Continuation.

          (a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrowers shall have the option:

          (i) to convert at any time all or any part of any Term Loan or Revolving Loan denominated in Dollars equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurocurrency Rate Loan unless the U.S. Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

          (ii) upon the expiration of any Interest Period applicable to any Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurocurrency Rate Loan;

provided, that for the avoidance of doubt, no conversion or continuation of any Loan pursuant to this Section 2.09 shall affect the currency in which such Loan is denominated

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prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency originally issued.

          (b) The Borrower Representative shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 11:00 a.m. (New York City time) or, with respect to Loans in respect of Foreign Revolving Commitments, 11:00 a.m. (London, England time), at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurocurrency Rate Loans, shall be irrevocable on and after the related Interest Rate Determination Date, and each Borrower shall be bound to effect a conversion or continuation in accordance therewith.

     Section 2.10 Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.01(a) the overdue principal amount of all Loans outstanding and, to the extent permitted by applicable law, any overdue interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate (the “Default Rate”) that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2.00% per annum in excess of the interest rate otherwise payable for (a) with respect to facilities of the U.S. Borrower, Base Rate Loans that are Revolving Loans under the U.S. Revolving Credit Facility and U.S. Multicurrency Revolving Facility and (b) with respect to the facilities of the Foreign Borrower, the Foreign Revolving Loans); provided, that in the case of Eurocurrency Rate Loans denominated in Dollars, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurocurrency Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

     Section 2.11 Fees.

          (a) The U.S. Borrower agrees to pay to Lenders (other than Defaulting Lenders) having U.S. Revolving Exposure and U.S. Multicurrency Revolving Exposure, as applicable:

          (i) commitment fees equal to (A) the average of the daily difference between (1) the U.S. Revolving Commitments and (2) the Dollar Equivalent of the aggregate principal amount of (x) all outstanding U.S. Revolving Loans plus (y) the U.S.Letter of Credit Usage, times (B) 0.75%;

          (ii) commitment fees equal to (A) the average of the daily difference between (1) the U.S. Multicurrency Revolving Commitments and (2) the Dollar

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Equivalent of the aggregate principal amount of (x) all outstanding U.S. Multicurrency Revolving Loans plus (y) the U.S. Multicurrency Letter of Credit Usage, times (B) 0.75%;

          (iii) letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that are Eurocurrency Rate Loans, times (B) the Dollar Equivalent of the actual aggregate daily maximum amount available to be drawn under all such U.S. Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination); and

          (iv) letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that are Eurocurrency Rate Loans, times (B) the Dollar Equivalent of the actual aggregate daily maximum amount available to be drawn under all such U.S. Multicurrency Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(a) shall be paid in Dollars to the Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof.

          (b) The Foreign Borrower agrees to pay to Lenders (other than Defaulting Lenders) having Foreign Revolving Exposure:

          (i) commitment fees equal to (A) the average of the daily difference between (1) the Foreign Revolving Commitments and (2) the Euro Equivalent of the aggregate principal amount of (x) all outstanding Foreign Revolving Loans plus (y) the Foreign Letter of Credit Usage, times (B) 40.0% of the Applicable Margin for Revolving Loans that are Eurocurrency Rate Loans; and

          (ii) letter of credit fees equal to (A) the Applicable Margin for Revolving Loans that are Eurocurrency Rate Loans, times (B) the Euro Equivalent of the actual aggregate daily maximum amount available to be drawn under all such Foreign Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.11(b) shall be paid to the Administrative Agent at its applicable Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender that has Revolving Exposure its Pro Rata Share thereof.

          (c) Each Borrower agrees to pay directly to the Issuing Bank, for its own account, the following fees:

          (i) a fronting fee equal to 0.25% per annum, times the actual aggregate daily maximum amount available to be drawn under all U.S. Letters of Credit (determined as of the close of business on any date of determination);

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          (ii) a fronting fee equal to 0.25% per annum, times the actual aggregate daily maximum amount available to be drawn under all U.S. Multicurrency Letters of Credit (determined as of the close of business on any date of determination);

          (iii) a fronting fee equal to 0.25% per annum, times the actual aggregate daily maximum amount available to be drawn under all Foreign Letters of Credit (determined as of the close of business on any date of determination); and

          (iv) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

          (d) All fees referred to in Section 2.11(a), 2.11(b), 2.11(c)(i) and 2.11(c)(ii) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year during the applicable Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the applicable Revolving Commitment Termination Date.

          (e) The Borrowers agree to pay on the Closing Date to each Tranche B Term Loan Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Tranche B Term Loans, a closing fee in an amount equal to 1.00% of the stated principal amount of such Lender’s Tranche B Term Loans, payable to such Tranche B Term Loan Lender from the proceeds of its Tranche B Term Loans as and when funded on the Closing Date. Such closing fee shall be (i) in all respects fully earned, due and payable on the Closing Date, (ii) non-refundable and non-creditable thereafter and (iii) payable (A) in Euros with respect to the Foreign Tranche B Term Loans and (B) in Dollars with respect to the U.S. Tranche B Term Loans.

          (f) In addition to any of the foregoing fees, the Borrowers agree to pay to Agents such other fees in the amounts and at the times separately agreed upon.

          (g) The rate and timing of fees in respect of any Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Foreign Borrower under such Ancillary Facility based on normal market rates and terms.

     Section 2.12 Scheduled Payments/Commitment Reductions.

          (a) The principal amounts of the U.S. Tranche A Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) in the aggregate amounts set forth below on the dates set forth below (each, an “Installment Date”), commencing on the last day of the Fiscal Quarter ending after the one year anniversary of the Closing Date:

	U.S. Tranche A Term Loan
Amortization Date	Installments
FQ1 2012	$30,000,000
FQ2 2012	$30,000,000

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	U.S. Tranche A Term Loan
Amortization Date	Installments
FQ1 2012	$30,000,000
FQ2 2012	$30,000,000
FQ3 2012	$30,000,000
FQ4 2012	$30,000,000
FQ1 2013	$30,000,000
FQ2 2013	$30,000,000
FQ3 2013	$30,000,000
FQ4 2013	$30,000,000
FQ1 2014	$45,000,000
FQ2 2014	$45,000,000
FQ3 2014	$45,000,000
FQ4 2014	$45,000,000
FQ1 2015	$195,000,000
FQ2 2015	$195,000,000
FQ3 2015	$195,000,000
Tranche A Term Loan Maturity Date	Remainder

          If the first Installment Date in respect of the U.S. Tranche A Term Loans is later than FQ1 2012, then the Installment set forth above for such date shall be allocated to the next four (4) Installment Dates pro rata, and, in any event, all U.S. Tranche A Term Loans outstanding on the Tranche A Term Loan Maturity Date shall be due and payable on such date.

          (b) The principal amounts of the Foreign Tranche A Term Loans shall be repaid in Installments in the aggregate amounts set forth below on the Installment Dates set forth below, commencing on the last day of the Fiscal Quarter ending after the one year anniversary of the Closing Date:

	Foreign Tranche A Term
Amortization Date	Loan Installments
FQ1 2012	€5,500,000
FQ2 2012	€5,500,000
FQ3 2012	€5,500,000
FQ4 2012	€5,500,000
FQ1 2013	€5,500,000
FQ2 2013	€5,500,000
FQ3 2013	€5,500,000
FQ4 2013	€5,500,000
FQ1 2014	€8,250,000

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	Foreign Tranche A Term
Amortization Date	Loan Installments
FQ2 2014	€8,250,000
FQ3 2014	€8,250,000
FQ4 2014	€8,250,000
FQ1 2015	€35,750,000
FQ2 2015	€35,750,000
FQ3 2015	€35,750,000
Tranche A Term Loan Maturity Date	Remainder

          If the first Installment Date in respect of the Foreign Tranche A Term Loans is later than FQ1 2012, then the Installment set forth above for such date shall be allocated to the next four (4) Installment Dates pro rata, and, in any event, all Foreign Tranche A Term Loans outstanding on the Tranche A Term Loan Maturity Date shall be due and payable on such date.

          (c) The principal amounts of the U.S. Tranche B Term Loans shall be repaid in Installments in the aggregate amounts set forth below on the Installment Dates set forth below, commencing on the last day of the Fiscal Quarter ending after the Closing Date:

	U.S. Tranche B Term Loan
Amortization Date	Installments
FQ1 2011	$3,250,000
FQ2 2011	$3,250,000
FQ3 2011	$3,250,000
FQ4 2011	$3,250,000
FQ1 2012	$3,250,000
FQ2 2012	$3,250,000
FQ3 2012	$3,250,000
FQ4 2012	$3,250,000
FQ1 2013	$3,250,000
FQ2 2013	$3,250,000
FQ3 2013	$3,250,000
FQ4 2013	$3,250,000
FQ1 2014	$3,250,000
FQ2 2014	$3,250,000
FQ3 2014	$3,250,000
FQ4 2014	$3,250,000

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	U.S. Tranche B Term Loan
Amortization Date	Installments
FQ1 2015	$3,250,000
FQ2 2015	$3,250,000
FQ3 2015	$3,250,000
FQ4 2015	$3,250,000
FQ1 2016	$3,250,000
FQ2 2016	$3,250,000
FQ3 2016	$3,250,000
Tranche B Term Loan Maturity Date	Remainder

      If the first Installment Date in respect of the U.S. Tranche B Term Loans is later than FQ1 2011, the Installment set forth above for such date shall be eliminated and added to the remainder payable on the Tranche B Term Loan Maturity Date and, in any event, all U.S. Tranche B Term Loans outstanding on the Tranche B Term Loan Maturity Date shall be due and payable on such date.

          (d) The principal amounts of the Foreign Tranche B Term Loans shall be repaid in Installments in the aggregate amounts set forth below on the Installment Dates set forth below, commencing on the last day of the Fiscal Quarter ending after the Closing Date:

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	Foreign Tranche B Term
Amortization Date	Loan Installments
FQ1 2011	€550,000
FQ2 2011	€550,000
FQ3 2011	€550,000
FQ4 2011	€550,000
FQ1 2012	€550,000
FQ2 2012	€550,000
FQ3 2012	€550,000
FQ4 2012	€550,000
FQ1 2013	€550,000
FQ2 2013	€550,000
FQ3 2013	€550,000
FQ4 2013	€550,000
FQ1 2014	€550,000
FQ2 2014	€550,000
FQ3 2014	€550,000
FQ4 2014	€550,000
FQ1 2015	€550,000
FQ2 2015	€550,000
FQ3 2015	€550,000
FQ4 2015	€550,000
FQ1 2016	€550,000
FQ2 2016	€550,000
FQ3 2016	€550,000
Tranche B Term Loan Maturity Date	Remainder

     If the first Installment Date in respect of the Foreign Tranche B Term Loans is later than FQ1 2011, the Installment set forth above for such date shall be eliminated and added to the remainder payable on the Tranche B Term Loan Maturity Date and, in any event, all Foreign Tranche B Term Loans outstanding on the Tranche B Term Loan Maturity Date shall be due and payable on such date.

          (e) Notwithstanding the foregoing, (i) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche A Term Loans or the Tranche B Term Loans, as the case may be, in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (ii) the Tranche A Term Loans and the Tranche B Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later

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than the Tranche A Term Loan Maturity Date and the Tranche B Term Loan Maturity Date, respectively.

     Section 2.13 Voluntary Prepayments/Commitment Reductions.

          (a) Voluntary Prepayments.

          (i) Any time and from time to time (A) with respect to Base Rate Loans, the U.S. Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; (B) with respect to Eurocurrency Rate Loans, any Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of, with respect to Loans denominated in Dollars and prepayments of U.S. Revolving Loans or U.S. Multicurrency Revolving Loans, $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and, with respect to Loans denominated in Euros or any other Approved Currency and all Foreign Revolving Loans, €5,000,000 and integral multiples of €1,000,000 in excess of that amount (or such lesser amount as the Administrative Agent may agree); and (C) with respect to Swing Line Loans, the U.S. Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $250,000, and in integral multiples of $100,000 in excess of that amount.

          (ii) All such prepayments shall be made (A) upon not less than one Business Day’s prior written notice in the case of Base Rate Loans; (B) upon not less than three (3) Business Days’ prior written notice in the case of Eurocurrency Rate Loans and (C) upon written notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to the Administrative Agent or Swing Line Lender, as the case may be, by 1:00 p.m. (New York City time) (or, with respect to repayments of Foreign Loans, 1:00 p.m. (London, England time)) on the date required (and the Administrative Agent shall promptly transmit such original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

          (b) Voluntary Commitment Reductions.

          (i) The Borrower Representative may, upon not less than three (3) Business Days’ prior written notice confirmed in writing to the Administrative Agent (which original written notice the Administrative Agent shall promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the U.S. Revolving Commitments, the Foreign Revolving Commitments and/or the U.S. Multicurrency Revolving Commitments, in an amount up to the amount by which (A) the U.S. Revolving Commitments exceed the Total Utilization of U.S. Revolving Commitments, (B) the Foreign Revolving Commitments exceed the Total Utilization of

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Foreign Revolving Commitments or (c) the U.S. Multicurrency Revolving Commitments exceed the Total Utilization of U.S. Multicurrency Revolving Commitments, as applicable, at the time of such proposed termination or reduction; provided, that any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of, with respect to U.S. Revolving Commitments and U.S. Multicurrency Revolving Commitments, $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and, with respect to Foreign Revolving Commitments, €5,000,000 and integral multiples of €1,000,000 in excess of that amount (or such lesser amount as the Administrative Agent may agree).

          (ii) The Borrower Representative’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in the Borrower Representative’s notice and shall reduce the applicable Revolving Commitments of each Lender proportionately to its Pro Rata Share thereof.

          (c) Below-Par Purchases. Notwithstanding anything to the contrary contained in this Section 2.13 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans of the U.S. Borrower and its Subsidiaries, so long as no Default or Event of Default has occurred and is continuing, either Borrower may repurchase outstanding Term Loans pursuant to this Section 2.13(c) on the following basis:

          (i) The U.S. Borrower may make one or more offers (each, a “U.S. Offer”) to repurchase all or any portion of the U.S. Tranche A Term Loans and U.S. Tranche B Term Loans (such Term Loans, the “U.S. Offer Loans”), and the Foreign Borrower may make one or more offers (each, a “Foreign Offer” and, together with each U.S. Offer, an “Offer”) to repurchase all or any portion of the Foreign Tranche A Term Loans and Foreign Tranche B Term Loans (such Term Loans, the “Foreign Offer Loans” and, together with the U.S. Offer Loans, the “Offer Loans”); provided, that (A) the applicable Borrower delivers notice of its intent to make such Offer to the Administrative Agent at least five (5) Business Days in advance of the launch of any proposed Offer, (B) upon the launch of such proposed Offer, the applicable Borrower delivers an irrevocable notice of such Offer to the Administrative Agent and all applicable Term Lenders (with a copy to the Administrative Agent) indicating (1) the last date on which such Offer may be accepted, (2) the maximum dollar amount of such U.S. Offer or maximum Euro amount of such Foreign Offer, as applicable, and (3) the repurchase price per dollar of principal amount of such U.S. Offer Loans or the repurchase price per Euro of principal amount of such Foreign Offer Loans, as applicable, at which the applicable Borrower is willing to repurchase such Offer Loans (which price shall be below par) (C) the maximum dollar amount of each U.S. Offer and the maximum Euro amount of each Foreign Offer shall be an amount reasonably determined by the applicable Borrower and in consultation with the Administrative Agent prior to the making of any such Offer; (D) the Borrower shall hold such Offer open for a minimum period of days to be reasonably determined by the Administrative Agent and the applicable Borrower prior to the making of any such Offer; (E) a Term Lender who elects to participate in the Offer may choose to sell all or part of such Term Lender’s Offer Loans; (F) such Offer shall be made to all

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Term Lenders holding the Offer Loans on a pro rata basis in accordance with the respective principal amount then due and owing to the Term Lenders; provided, further that, if any Term Lender elects not to participate in the Offer, either in whole or in part, the amount of such Term Lender’s Offer Loans not being tendered shall be excluded in calculating the pro rata amount applicable to the balance of such Offer Loans and (G) such Offer shall be conducted pursuant to such procedures the Administrative Agent may establish in consultation with the applicable Borrower (which shall be consistent with this Section 2.13(c)) and that a Lender must follow in order to have its Offer Loans repurchased, which procedures may include a requirement that the applicable Borrower represent and warrant that it does not have any material non-public information with respect to any Loan Party (or its Subsidiaries) that could be material to a Lender’s decision to participate in such Offer;

          (ii) With respect to all repurchases made by the applicable Borrower such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.13 in an amount equal to the aggregate principal amount of such Term Loans, provided, that such repurchases shall not be subject to the provisions of paragraphs (a) and (b) of this Section 2.13 or Section 2.17;

          (iii) Upon the purchase by the applicable Borrower of any Term Loans, (A) automatically and without the necessity of any notice or any other action, all principal and accrued and unpaid interest on the Term Loans so repurchased shall be deemed to have been paid for all purposes and shall be cancelled and no longer outstanding for all purposes of this Agreement and all other Loan Documents (and in connection with any Term Loan purchased pursuant to this Section 2.13(c), the Administrative Agent is authorized to make appropriate entries in the Register to reflect such cancellation) and (B) the applicable Borrower will promptly advise the Administrative Agent of the total amount of Offer Loans that were repurchased from each Lender who elected to participate in the Offer;

          (iv) Failure by the Borrowers to make any payment to a Lender required by an agreement permitted by this Section 2.13(c) shall not constitute an Event of Default under Section 8.01(a);

          (v) No proceeds of any Revolving Loans may be used to effectuate a purchase of any Offer Loans, and all amounts used to purchase Offer Loans shall be deemed to be a use of the Available Amount and no such purchase may be made at any time if, after giving pro forma effect thereto, the remaining Available Amount shall be less than zero;

          (vi) After giving effect to each purchase of an Offer Loan, all cash and Cash Equivalents not subject to any Lien (other than Liens in favor of the Collateral Agent or Liens permitted by Section 6.02(r)) shall equal at least $50,000,000;

          (vii) After giving effect to all Offer Loans purchased and cancelled pursuant to this Section 2.13(c), the aggregate principal amount of all Term Loans of any

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Class so purchased and cancelled shall not exceed an aggregate principal (face) amount of $1,000,000,000.

          (viii) Such Offer shall not have been deemed to constitute a “distressed exchange” by Moody’s or S&P; and

          (ix) The amount of such repurchases (based on the face value of the Term Loans purchased thereby) shall be applied on a pro rata basis to reduce the remaining Installments on the applicable Class of Term Loans pursuant to Section 2.12.

          (x) As of the launch date of any purchase and the effective date of such purchase, the Borrowers are not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any purchase, or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.

          (d) Tranche B Term Loan Call Protection. In the event that (i) all or any portion of the Tranche B Term Loan is repriced (which repricing would have the effect of reducing the stated rate of interest with respect to the Tranche B Term Loans), effectively refinanced through any amendment of the Tranche B Term Loans or refinanced with the proceeds of other Indebtedness or (ii) a Term Lender is replaced as a result of the mandatory assignment of its Tranche B Term Loans in the circumstances described in Section 2.23 following the failure of such Term Lender to consent to an amendment of this Agreement that would have the effect of reducing the stated rate of interest with respect to the Tranche B Term Loans of such Term Lender, in each case, for any reason prior to the first anniversary of the Closing Date, such effective refinancings, refinancings or, solely with respect to such replaced Term Lender, mandatory assignments, will be made at 101.0% of the amount effectively refinanced, refinanced or mandatorily assigned and, with respect to amounts repriced, at a premium of 1.00% on the amount so repriced.

     Section 2.14 Mandatory Prepayments/Commitment Reductions

          (a) Asset Dispositions. No later than the third Business Day following the date of receipt by any Group Member of any Net Cash Proceeds in respect of any Asset Disposition permitted pursuant to Sections 6.08(d), 6.08(k) and 6.08(l), the Loans shall be repaid as set forth in Section 2.15(b) in an aggregate amount equal to 100.0% of such Net Cash Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing at the time of the delivery of the notice described below or at the proposed time of the investment of such Net Cash Proceeds as described below, the Borrower Representative shall have the option, upon written notice to the Administrative Agent, directly or through one or more of its Subsidiaries, to invest such Net Cash Proceeds within three hundred sixty-five (365) days of receipt thereof in Additional Assets to the extent such investments are otherwise permitted under this Agreement; provided, however, that such reinvestment capability shall not apply to Net Cash Proceeds received as the result of any Required Disposal; provided, further, that pending any such investment all such Net Cash Proceeds may be applied to prepay the U.S. Revolving Loans, Foreign Revolving Loans or U.S. Multicurrency Revolving Loans, as

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applicable, to the extent outstanding (without a reduction in the applicable Revolving Commitments).

          (b) Insurance/Condemnation Proceeds. No later than the third Business Day following the date of receipt by any Group Member, or the Administrative Agent as loss payee, of any Net Cash Proceeds of a Casualty Event, the Loans shall be repaid as set forth in Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing at the time of the delivery of the notice described below or at the proposed time of the investment of such Net Cash Proceeds as described below, the Borrower Representative shall have the option, upon written notice to the Administrative Agent, directly or through one or more of its Subsidiaries to invest such Net Cash Proceeds within three hundred sixty-five (365) days of receipt thereof in Additional Assets, which investment may include the repair, restoration or replacement of the applicable assets thereof; provided, however, that such reinvestment capability shall not apply to Net Cash Proceeds received as the result of any Required Disposal and; provided, further, that pending any such investment all such Net Cash Proceeds, as the case may be, may be applied to prepay the U.S. Revolving Loans, Foreign Revolving Loans or U.S. Multicurrency Revolving Loans, as applicable, to the extent outstanding (without a reduction in applicable Revolving Commitments).

          (c) Issuance or Incurrence of Debt. On the date of receipt by any Group Member of any Net Cash Proceeds from the issuance or incurrence of any Indebtedness of any Group Member (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01, but including Indebtedness permitted to be incurred pursuant to Sections 6.01(n)), the Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100.0% of such Net Cash Proceeds.

          (d) Issuance of Equity Securities. No later than the third Business Day following the receipt by any Group Member of any Net Cash Proceeds from a capital contribution to, or the issuance of any Equity Interests of, any Group Member (other than (a) pursuant to any employee stock or stock option compensation plan, (b) the Parent’s issuance of up to $300,000,000 of the Equity Interests of the Parent on or prior to December 31, 2011, to the extent the Net Cash Proceeds of such equity issuance are used to make Consolidated Capital Expenditures permitted by Section 6.07(c) or (c) the Parent’s issuance of its Equity Interests to repay the Bridge Loans or Bridge Permanent Financing), the Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50.0% of such Net Cash Proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

          (e) Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2011), the Borrowers shall, no later than one-hundred and five (105) days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans pursuant to Section 2.13(a), (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments).

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          (f) Extraordinary Receipts. In the event that any Group Member shall receive Net Cash Proceeds from any Extraordinary Receipt, such Group Member shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans in accordance with Section 2.15(b); provided, that so long as no Default or Event of Default shall have occurred and be continuing at the time of the delivery of the notice described below or at the proposed time of the investment of such Net Cash Proceeds as described below, the Borrower Representative shall have the option, upon written notice to the Administrative Agent, directly or through one or more of its Subsidiaries, to invest such Net Cash Proceeds within three hundred sixty-five (365) days of receipt thereof in Additional Assets to the extent such investments are otherwise permitted under this Agreement; provided, however that such reinvestment capability shall not apply to Net Cash Proceeds received as the result of any Required Disposal; provided, further, that pending any such investment all such Net Cash Proceeds may be applied to prepay the U.S. Revolving Loans, Foreign Revolving Loans or U.S. Multicurrency Revolving Loans, as applicable, to the extent outstanding (without a reduction in the applicable Revolving Commitments).

          (g) Change of Control. In the event that a Change of Control shall occur, not later than the Business Day next following such Change of Control, the Borrowers shall immediately prepay the Loans as set forth in Section 2.15(b) and the Commitments of each Lender shall be reduced to zero.

          (h) Revolving Loans and Swing Line Loans. The applicable Borrower shall from time to time prepay first, the Swing Line Loans, and second, the Revolving Loans (or cash collateralize or backstop any Letter of Credit to the reasonable satisfaction of the Issuing Bank) to the extent necessary so that (i) the Total Utilization of U.S. Revolving Commitments shall not at any time exceed the U.S. Revolving Commitments then in effect, (ii) the Total Utilization of Foreign Revolving Commitments shall not at any time exceed the Foreign Revolving Commitments then in effect and (iii) the Total Utilization of U.S. Multicurrency Revolving Commitments shall not at any time exceed the U.S. Multicurrency Revolving Commitments then in effect. Notwithstanding the foregoing, (i) mandatory prepayments of Revolving Loans that would otherwise be required pursuant to this Section 2.14(h) solely as a result of fluctuations in Exchange Rates from time to time shall only be required to be made on the last Business Day of each month on the basis of the Exchange Rate in effect on such Business Day and (ii) to the extent Total Utilization of Foreign Revolving Commitments exceeds the Foreign Revolving Commitments solely by reason of a change or fluctuation in exchange rates, no mandatory prepayment shall be required pursuant to this Section 2.14(h) unless the Total Utilization of Foreign Revolving Commitments exceeds 103% of the Foreign Revolving Commitments on the last Business Day of any month.

          (i) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(g), the Borrower Representative shall deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that the Borrower Representative shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the applicable Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and

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the Borrower Representative shall concurrently therewith deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

     Section 2.15 Application of Prepayments; Application of Proceeds of Collateral.

          (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by the applicable Borrower in the applicable notice of prepayment; provided, that any voluntary prepayment pursuant to Section 2.13(a) of Term Loans must be made pro rata to all Term Loans (and further applied on a pro rata basis to the remaining scheduled Installments of principal of each tranche of Term Loan); provided, further, that in the event the applicable Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

          first, to repay outstanding Swing Line Loans to the full extent thereof;

          second, to repay outstanding Revolving Loans to the full extent thereof; and

          third, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); and further applied on a pro rata basis to the remaining scheduled Installments of principal of each tranche of Term Loan;

          in each case, for the avoidance of doubt, allocated on a pro rata basis among the applicable U.S. Loans and Foreign Loans.

          (b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(g) shall be applied as follows:

          first, to repay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal of each tranche of Term Loan, in each case, for the avoidance of doubt, allocated on a pro rata basis among the applicable U.S. Loans and Foreign Loans and

          second, to repay outstanding Revolving Loans to the full extent thereof.

          (c) Application of Prepayments of Loans to Base Rate Loans and Eurocurrency Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment of U.S. Loans shall be applied first to Base Rate Loans to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by the U.S. Borrower pursuant to Section 2.18(c).

          (d) Application of Payments After an Event of Default; Application of Proceeds of Collateral. All payments made by the any Borrower after any Event of Default and all proceeds received by the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Obligations in the following order of priority: first, to the payment

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of all documented costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Loan Party, and to the payment of all documented costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

     Section 2.16 General Provisions Regarding Payments.

          (a) All payments by the Borrowers of principal, interest, fees and other Obligations shall be made in the Approved Currency for the Loans and Commitments related thereto, in each case in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 2:00 p.m. (New York City time) or, with respect to Foreign Loans or Foreign Revolving Commitments, 2:00 p.m. (London, England time), on the date due at the Principal Office designated by the Administrative Agent for the account of Lenders. For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrowers on the next succeeding Business Day.

          (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

          (c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent.

          (d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter.

          (e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be

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made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

          (f) Each Borrower hereby authorizes the Administrative Agent to charge such Borrower’s accounts with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

          (g) The Administrative Agent shall deem any payment by or on behalf of any Borrower hereunder that is not made in same day funds prior to 2:00 p.m. (New York City time) or, with respect to Foreign Loans or Foreign Revolving Commitments, 2:00 p.m. (London, England time), to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the Borrower Representative and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate from the date such amount was due and payable until the date such amount is paid in full.

          (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 2.15(d).

     Section 2.17 Ratable Sharing. Lenders to the U.S. Borrower agree among themselves, on the one hand, and the Lenders to the Foreign Borrower hereby agree among themselves, on the other hand, that, except as otherwise provided in the Security Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them;

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provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by any Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or payments made with proceeds of Collateral applied as set forth in Section 2.15(d) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. For the avoidance of doubt, no Lender to the Foreign Borrower shall make payments to a Lender to the U.S. Borrower pursuant to this Section 2.17.

     Section 2.18 Making or Maintaining Eurocurrency Rate Loans.

          (a) Inability to Determine Applicable Interest Rate. In the event of any Market Disruption, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower Representative and each Lender of such determination, whereupon (i) with respect to Loans denominated in Dollars, (A) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Borrower Representative and Lenders that the circumstances giving rise to such notice no longer exist and (B) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower Representative with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower Representative, and (ii) with respect to Loans denominated in Euros or Other Foreign Currency, if the Administrative Agent or the Borrower Representative so require, the Administrative Agent and the Borrower Representative will negotiate in good faith for a period of not more than thirty (30) days in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the affected Eurocurrency Rate Loans and, (A) if a substitute basis is agreed within that period between the Administrative Agent (with the consent of all the Lenders holding such Eurocurrency Loans) and the Borrower Representative, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period) and (B) unless and until a substitute basis is so agreed, the interest payable to such Lenders on the applicable Eurocurrency Rate Loans for the relevant Interest Period will be the rate notified to the Administrative Agent by that Lender to be its cost of funds (from any source which it may reasonably select) plus the Applicable Margin and, if applicable, Mandatory Costs.

          (b) Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any law, treaty, governmental rules, regulation or guideline or order, or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Rate Loans as contemplated by this Agreement (such Lender an “Affected Lender”), (i) the commitment of such Lender hereunder to make Eurocurrency Rate Loans, continue Eurocurrency Rate Loans as such and convert Base Rate Loans to Eurocurrency Rate Loans shall forthwith be canceled until such time as it shall no longer be unlawful for such

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Lender to make or maintain the affected Loan and (ii) with respect to any such Lender’s Loans then outstanding as Eurocurrency Rate Loans denominated in Dollars, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurocurrency Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the applicable Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.18(c).

          (c) Compensation for Breakage or Non-Commencement of Interest Periods. The applicable Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurocurrency Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurocurrency Rate Loan does not occur on a date specified therefor in a Borrowing Notice, or a conversion to or continuation of any Eurocurrency Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurocurrency Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurocurrency Rate Loans is not made on any date specified in a notice of prepayment given by the applicable Borrower or the Borrower Representative.

          (d) Booking of Eurocurrency Rate Loans. Any Lender may make, carry or transfer Eurocurrency Rate Loans at, to or for the account of any of its branch offices or the office of an Affiliate of such Lender.

          (e) Assumptions Concerning Funding of Eurocurrency Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurocurrency Rate Loans through the purchase of a Eurocurrency deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurocurrency Rate in an amount equal to the amount of such Eurocurrency Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency deposit from an offshore office of such Lender to the relevant office of such Lender; provided, that each Lender may fund each of its Eurocurrency Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

     Section 2.19 Increased Costs; Capital Adequacy.

          (a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule,

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regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the Agreement Execution Date, or compliance by such Lender with any guideline, request or directive issued or made after the Agreement Execution Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurocurrency Rate Loans that are reflected in the definition of Adjusted Eurocurrency Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market or the relevant off-shore interbank market for any Other Foreign Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

          (b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitment or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit, to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard

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to capital adequacy), then from time to time, within five (5) Business Days after receipt by the Borrower Representative from such Lender of the statement referred to in the next sentence, the applicable Borrower shall pay to such Lender such additional amount or amounts as shall compensate such Lender or such controlling corporation for such reduction. Such Lender shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

     Section 2.20 Taxes; Withholding, Etc.

          (a) Payments to Be Free and Clear. All sums payable by or on behalf of any Loan Party hereunder and under any other Loan Document shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding for or on account of, any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority.

          (b) Withholding of Taxes. If any Loan Party or any applicable withholding agent is required by law to make any deduction or withholding for or on account of any Indemnified Tax or Other Tax from any sum paid or payable by or on behalf of any Loan Party to the Administrative Agent or any Lender (which term shall include the Issuing Bank for purposes of this Section 2.20(b)) under any of the Loan Documents: (i) the applicable Loan Party shall notify the Administrative Agent in writing of any such requirement or any change in any such requirement as soon as the applicable Loan Party becomes aware of it; provided, that for purposes of this Section 2.20 the applicable Loan Party shall be presumed not to be aware of any Change in Law prior to the date on which such Change in Law is published by the applicable Governmental Authority promulgating such Change in Law (or, in the case of a Change In Law that occurs as a result of legislative action, the relevant statute’s date of enactment); (ii) the applicable Loan Party shall pay any such Indemnified Tax or Other Tax on or before the date such payment is required by Law; (iii) the sum payable by such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made (after taking into account any additional deduction, withholding or payment of any Indemnified Taxes or Other Taxes on such increased payment); and (iv) within thirty (30) days after the due date of payment of any Indemnified Tax or Other Tax which it is required by clause (ii) above to pay, the applicable Loan Party shall deliver to the Administrative Agent evidence satisfactory to the Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

          (c) Evidence of Exemption From Withholding Tax.

          (i) Any Lender (which term shall include the Issuing Bank for purposes of this Section 2.20(c)) that is entitled to an exemption from or reduction of withholding in respect of any Tax under the law of the jurisdiction in which any Borrower to which such Lender is a Lender is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other

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Loan Document shall, to the extent it may lawfully do so, deliver to such Borrower and the Administrative Agent, at the time or times prescribed by applicable requirements of law and thereafter when reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation and information prescribed by applicable requirements of law as will permit such payments to be made without withholding or at a reduced rate of withholding.

          (ii) In connection with a Foreign Loan, without limiting the generality of the foregoing, each Lender holding an interest in a Foreign Loan, on or before the first succeeding Interest Payment Date after such Lender acquires its interest in such Foreign Loan (or thereafter as required by the applicable Tax laws and regulations of the Kingdom of Spain), shall, to the extent it is permitted by applicable law, deliver to the Administrative Agent for transmission to the Borrower Representative a certificate issued by the tax authorities of its country of tax residence stating that such Lender is resident for tax purposes therein; provided, that (A) such tax residence certificate is requested by the relevant Spanish Loan Party within forty-five (45) days before the date a withholding of Taxes should otherwise be made, and (B) the relevant Spanish Loan Party has not been provided before by the relevant Lender, in compliance with this Section 2.20(c), with a tax residence certificate deemed to be valid, under the relevant Spanish tax laws and regulations, as of the date a withholding of Taxes should be made. No Spanish Loan Party shall be required to apply an exemption from or reduction of withholding in respect of Taxes, nor pay any additional amount under Section 2.20(b)(iii), as the case may be, to any Lender holding an interest in a Foreign Loan if such Lender shall have failed (1) to deliver the certificate required by this Section 2.20(c)(ii) or (2) to deliver a revised certificate required by this Section 2.20(c)(ii) as requested by the relevant Spanish Loan Party in accordance with this Section 2.20(c)(ii); provided, that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c)(ii) on or before the first succeeding Interest Payment Date after such Lender acquired its interest in the Foreign Loan, nothing in this last sentence of Section 2.20(c)(ii) shall relieve any Spanish Loan Party of its obligation to pay any sums under a Foreign Loan free and clear of any deduction or withholding for or on account of any Taxes, or with additional amounts pursuant Section 2.20(b)(iii), as the case may be, in the event that, as a result of any Change in Law, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding (or subject to a reduced withholding) as described herein.

          (iii) In connection with a U.S. Loan, without limiting the generality of the foregoing, each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Lender”) and that is a Lender with respect to a U.S. Loan (for this purpose, including any Commitment with respect thereto) shall, to the extent it is permitted by applicable law, deliver to the Administrative Agent for transmission to the Borrower Representative, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower Representative or the Administrative Agent (each in its sole discretion acting reasonably),

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(i) two (2) original copies of Internal Revenue Service Form W-8BEN (claiming eligibility under an applicable income tax treaty), W-8ECI, W-8EXP or W-8IMY (or, in each case, any successor form thereto), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrower Representative or the Administrative Agent to establish that such Lender is not subject to (or is eligible for a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and is relying on the so-called “portfolio interest exemption,” a Certificate of Non-Bank Status, in the form of Exhibit E, together with two (2) original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation and information required under the Internal Revenue Code and reasonably requested by the Borrower Representative or the Administrative Agent to establish that such Lender is not subject to (or is eligible for a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. Each Lender to a U.S. Loan (for this purpose, including any Commitment with respect thereto) that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower Representative on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two (2) original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding, or otherwise prove that it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States withholding matters under the Internal Revenue Code pursuant to this Section 2.20(c)(iii) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any respect, that such Lender shall promptly deliver to the Administrative Agent and the Borrower Representative two (2) new original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY, W-8EXP or W-9 (or, in each case, any successor form thereto), or a Certificate of Non-Bank Status (together with Form W-8BEN), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrower Representative or the Administrative Agent to confirm or establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to payments to such Lender under the Loan Documents, or notify the Administrative Agent and the Borrower Representative of its inability to deliver any such forms, certificates or other evidence. No Borrower shall be required to pay any additional amount to any Non-U.S. Lender under Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence required by this Section 2.20(c)(iii); (2) to notify the Administrative Agent and the

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Borrower Representative of its inability to deliver any such forms, certificates or other evidence, as the case may be; or (3) to deliver a revised or updated form, certificate or other evidence required by this Section 2.20(c)(iii) and requested by the Borrower Representative or Administrative Agent in accordance with this Section 2.20(c)(iii); provided, that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c)(iii) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c)(iii) shall relieve any Loan Party of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any Change in Law, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

          (d) Without limiting the provisions of Section 2.20(b), each Loan Party shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law. Each Loan Party or the Borrower Representative shall deliver to the Administrative Agent official receipts or other evidence of such payment reasonably satisfactory to the Administrative Agent in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes.

          (e) The Loan Parties shall jointly and severally indemnify the Administrative Agent and any Lender (which term shall include Issuing Bank for purposes of this Section 2.20(e)) for the full amount of Indemnified Taxes for which additional amounts are required to be paid pursuant to Section 2.20(b) and Other Taxes (but not, for the avoidance of doubt, any Excluded Taxes), in each case arising in connection with this Agreement or any other Loan Document (including any such Indemnified Taxes or Other Taxes imposed or asserted on or attributable to additional amounts payable under this Section 2.20) paid by the Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Such Administrative Agent or Lender, as the case may be, shall, at a Borrower’s request, provide the Borrower with a written statement thereof setting forth the basis and calculation of such amounts (including any proposed indemnifiable expenses), which written statement shall be conclusive absent manifest error with respect to any Indemnified Taxes and Other Taxes and shall, at a Borrower’s written request and solely at such Borrower’s expense, make commercially reasonable efforts to provide other documentation or cooperation reasonably necessary for such Borrower to contest in good faith the imposition of such Indemnified Taxes or Other Taxes. Such payment shall be due within fifteen (15) days of such Loan Party’s receipt of such certificate. For the avoidance of doubt, the Borrowers shall not be required to indemnify any Lender or Administrative Agent under this Section 2.20(e) with respect to any Taxes to the extent such indemnification would result in duplication because such Taxes have been compensated for by the payment of any additional amounts pursuant to Section 2.20(b) or Other Taxes previously paid pursuant to Section 2.20.

          (f) If any Lender or Administrative Agent determines, in its reasonable discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrowers or

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Guarantors pursuant to this Section 2.20, it shall (if such Lender at its sole discretion reasonably determines that it can do so without prejudice to the retention of the amount of such refund) remit such refund as soon as practicable after it is determined that such refund pertains to Indemnified Taxes or Other Taxes (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers or Guarantors under this Section 2.20 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrowers or Guarantors, net of all reasonable out-of-pocket expenses of the Lender or Administrative Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund). Nothing herein contained shall interfere with the right of a Lender to arrange its tax affairs in whatever manner it thinks fit and, in particular, no Lender shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Indemnified Taxes or Other Taxes in priority to any other claims, reliefs, credits or deductions available to it or oblige any Lender to disclose any information relating to its tax affairs or any computations in respect thereof. Such Borrowers or Guarantors, upon the request of such Lender or Administrative Agent, agree to repay as soon as reasonably practicable the amount paid over to Borrowers or Guarantors (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such Lender or Administrative Agent in the event such Lender or Administrative Agent is required to repay such refund to a taxing authority.

          (g) The obligations of the Loan Parties to pay additional amounts pursuant to Section 2.20(b) and to provide indemnity pursuant to Section 2.20(e) shall be applied in a manner so as not to cause duplicative payments.

     Section 2.21 Obligation to Mitigate. Each Lender (which term shall include the Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it shall, to the extent not inconsistent with any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions through another office of such Lender or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its reasonable discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, that such Lender shall not be obligated to utilize such other office pursuant to this Section 2.21 unless the Borrower Representative agrees to pay commercially reasonable incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Borrower Representative pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower Representative (with a copy to the Administrative Agent) shall be conclusive absent manifest error.

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     Section 2.22 Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Swing Line Commitment or Letter of Credit Commitment exists at the time a Lender having a Revolving Commitment becomes a Defaulting Lender (such Lender, a “Defaulting Revolving Lender”) then:

          (a) all or any part of such Swing Line Commitment and Letter of Credit Commitment shall be reallocated among the non-Defaulting Revolving Lenders in accordance with their respective Pro Rata Share of such Swing Line Commitment and/or Letter of Credit Commitment but only to the extent (i) the sum of the non-Defaulting Revolving Lenders’ Pro Rata Shares of the Total Utilization of Revolving Commitments plus such Defaulting Revolving Lender’s Pro Rata Share of Revolving Exposure do not exceed the total of all non-Defaulting Revolving Lenders’ Revolving Commitments and (ii) the conditions set forth in Section 3.02 are satisfied at such time;

          (b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, the applicable Borrower shall (i) first, within one Business Day following notice by the Administrative Agent, prepay any outstanding Swing Line Loans to the extent the Swing Line Commitments related thereto have not been reallocated pursuant to clause (a) above and (ii) second, within three (3) Business Days following notice by the Administrative Agent, cash collateralize such Defaulting Revolving Lender’s Pro Rata Share of the Letter of Credit Commitment (after giving effect to any partial reallocation pursuant to clause (a) above) for so long as such Letter of Credit Commitment is outstanding; and

          (c) if the Letter of Credit Commitment of the non-Defaulting Revolving Lenders is reallocated pursuant to clause (a) above, then the fees payable to the Lenders pursuant to Section 2.11 shall be adjusted in accordance with such non-Defaulting Revolving Lenders’ Pro Rata Shares.

     Section 2.23 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower Representative’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) such Defaulting Lender’s default shall remain in effect and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five (5) Business Days after the Borrower Representative’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.05(b), the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each, a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower Representative may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its

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Revolving Commitments, if any, in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.06 and the applicable Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided, that (i) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings on Letters of Credit that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11, such amounts to be calculated based on the Dollar Equivalent thereof with respect to the U.S. Term Loans or U.S. Revolving Commitments and based on the Euro Equivalent thereof with respect to the Foreign Term Loans or Foreign Revolving Commitments; (ii) on the date of such assignment, the applicable Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and (iii) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, that the applicable Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the applicable Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if a Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06. Any Borrower’s right to replace a Defaulting Lender under this Section 2.23 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to any Borrower against such Defaulting Lender under this Agreement, at law, in equity or by statute.

     Section 2.24 Appointment of Borrower Representative. The Foreign Borrower hereby appoints the Borrower Representative as its agent, attorney-in-fact and representative for the purpose of (a) making any borrowing requests or other requests required under this Agreement, (b) the giving and receipt of notices by and to Borrowers under this Agreement, (c) the delivery of all documents, reports, financial statements and written materials required to be delivered by Borrowers under this Agreement, and (d) all other purposes incidental to any of the foregoing. The Foreign Borrower agrees that any action taken by the Borrower Representative as the agent,

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attorney-in-fact and representative of the Borrowers shall be binding upon the Foreign Borrower to the same extent as if directly taken by such Borrower.

     Section 2.25 Ancillary Facilities.

          (a) Type of Facility. An Ancillary Facility may be by way of: (i) an overdraft facility; (ii) a guarantee, bonding, documentary or stand-by letter of credit facility; (iii) a short term loan facility; (iv) a derivatives facility; (v) a foreign exchange facility; or (vi) any other facility or accommodation required in connection with the business of the Group and which is agreed by the Borrower Representative with an Ancillary Lender.

          (b) Availability.

          (i) If the Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilized Foreign Revolving Commitment (which, except for the purposes of determining the Required Lenders and for the purpose of Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).

          (ii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement Date for such Ancillary Facility, the Administrative Agent has been notified in writing by the Foreign Borrower that such Ancillary Facility has been established and specifying (A) the proposed Ancillary Commencement Date and expiration date of the Ancillary Facility; (B) the proposed type of Ancillary Facility to be provided, (C) the proposed Ancillary Lender, (D) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (E) the proposed currency of the Ancillary Facility (if not denominated in Euros), and the Foreign Borrower shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility.

          (iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and (B) the Ancillary Facility will be available, with effect from the date agreed by the Foreign Borrower and the Ancillary Lender.

          (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Section 2.25). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.

          (c) Terms of Ancillary Facilities.

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          (i) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Foreign Borrower; provided that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only the Foreign Borrower to use the Ancillary Facility; (C) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment; (D) may not allow the Ancillary Commitment of a Lender to exceed the Available Ancillary Commitment with respect to the Foreign Revolving Commitment of that Lender; and (E) shall require that the Ancillary Commitment shall be reduced to zero, and that all Ancillary Outstandings shall be repaid (or cash collateralized in a manner acceptable to the applicable Ancillary Lender) not later than the Foreign Revolving Commitment Termination Date (or such earlier date as the Foreign Revolving Commitment of the relevant Ancillary Lender is reduced to zero).

          (ii) If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (A) Section 2.08(d) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility; (B) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts; and (C) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

          (iii) Interest, commission and fees on Ancillary Facilities are dealt with in Sections 2.08(h) and 2.11(f).

          (d) Repayment of Ancillary Facility.

          (i) An Ancillary Facility shall cease to be available on the Foreign Revolving Commitment Termination Date or such earlier date on which its expiration occurs or on which it is cancelled in accordance with the terms of this Agreement.

          (ii) If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and such Lender’s Foreign Revolving Commitment shall be increased accordingly).

          (iii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless (A) the Foreign Revolving Commitments have been cancelled in full, or all outstanding Foreign Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Foreign Revolving Loans immediately due and payable, or the expiration date of the Ancillary Facility occurs; (B) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (C) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Foreign

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Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Foreign Revolving Loan to be made to refinance those Ancillary Outstandings.

          (iv) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in clause (c)(iii)(C) above can be refinanced by a Foreign Revolving Loan, (A) the Foreign Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (B) the Foreign Revolving Loan may (so long as clause (c)(iii)(A) above does not apply) be made irrespective of whether a Default or Event of Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether the Foreign Borrower or the Borrower Representative shall have delivered a Borrowing Notice.

          (v) On the making of a Foreign Revolving Loan to refinance Ancillary Outstandings, (A) each Lender will participate in such Foreign Revolving Loan on a pro rata basis in accordance with its respective Foreign Revolving Commitment (as determined by the Administrative Agent); and (B) the relevant Ancillary Facility shall be cancelled.

          (vi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to applicable regulatory authorities as netted for capital adequacy purposes.

          (e) Ancillary Outstandings. Each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that (i) the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility; and (ii) where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Outstandings (calculated on the basis that the words in brackets in paragraph (a) of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.

          (f) Information. The Foreign Borrower and each Ancillary Lender shall, promptly upon request by the Administrative Agent, supply the Administrative Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Administrative Agent may reasonably request from time to time. The Foreign Borrower consents to all such information being released to the Administrative Agent and the Lenders.

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          (g) Foreign Revolving Facility Commitment Amounts. Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Foreign Revolving Commitment is not less than its Ancillary Commitment.

ARTICLE III.
CONDITIONS PRECEDENT

     Section 3.01 Closing Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions on or before the Commitment Termination Date (the date such conditions are satisfied and the first funding occurs, the “Closing Date”):

          (a) Loan Documents. The Administrative Agent shall have received each Loan Document required to be executed on the Closing Date originally executed and delivered by each applicable Loan Party, including, the delivery of a Counterpart Agreement for each Significant Subsidiary of the Group (including the Acquired Business).

          (b) Organizational Documents; Incumbency. The Administrative Agent shall have received (i) copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) corporate certificates incorporating, without limitation, signature and incumbency certificates of the officers and/or directors of such Person executing the Loan Documents to which it is a party; (iii) resolutions (or similar authorization) of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of the Merger Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified (to the extent required under applicable law or customary in accordance with local law or practice) as of the Closing Date by its secretary, its assistant secretary, director or any other competent officer as being in full force and effect without modification or amendment; (iv) to the extent required under applicable law, the Loan Party’s Organizational Documents, internal regulations or customary in accordance with local law or practice, a copy of resolutions signed by all holders of the issued share capital of each Loan Party approving and authorizing the execution, delivery and performance of the Merger Agreement, this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (v) to the extent required under applicable law or customary in accordance with local law or practice, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (vi) such other similar certificates and documents as the Administrative Agent may reasonably request. In the case of the Foreign Borrower, to the extent required under applicable law, the documents set forth in clauses (ii) through (iv) above shall be incorporated into a Spanish Public Document.

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          (c) Organizational and Capital Structure Chart. The organizational structure and capital structure of the Group, after giving effect to the Merger, shall be as set forth on Schedule 4.01.

          (d) Capitalization of the Group; Concurrent Transactions. On or before the Closing Date:

          (i) the Senior Note Documents (or Bridge Loan Agreement, if necessary) and all other agreements and documents contemplated thereby shall have been entered into in and shall be effective and the U.S. Borrower shall have received, or substantially concurrently with the initial borrowings under this Agreement shall receive through (x) the proceeds of the Senior Notes (including by release from the Escrow Account pursuant to the Escrow Agreement) and/or (y) the issuance of Bridge Loans, gross proceeds of the Senior Notes (and/or Bridge Loans, as applicable) on the Closing Date in an aggregate amount of not less than $1,100,000,000 (or the conditions to the release from the Escrow Account, other than the funding of the initial borrowings under this Agreement or the satisfaction of the conditions set forth in this Section 3.01, shall have been satisfied or substantially concurrently with the initial borrowings under this Agreement shall be satisfied);

          (ii) (A) the BBVA “B” Share Transaction shall have been completed and the aggregate proceeds of the Merger Consideration, together with the proceeds of the Senior Notes (and/or Bridge Loans if necessary), the initial borrowings under this Agreement and available cash of the U.S. Borrower and the Acquired Business shall be sufficient to consummate the Merger, repay, retire or redeem all Refinanced Indebtedness and to pay the Transaction Costs, (B) the Merger shall have been consummated, or shall be consummated concurrently with the initial borrowings under this Agreement and the Merger Consideration shall be paid simultaneously therewith in accordance with the terms of the Merger Documents and (C) all conditions to the Merger set forth in the Merger Agreement shall have been satisfied or duly waived; provided, that unless consented to by the Arrangers (such consent not to be unreasonably withheld or delayed), the Merger shall be consummated without (1) any waiver or amendment thereof or any consent thereunder, in any case which is materially adverse to the Lenders, (2) any change in the amount or form of purchase price and (3) any change in the structure of the Merger or in the financing of the Merger, which in the case of this clause (3) only is material and adverse to the Lenders, as reasonably determined by the Arrangers.

          (e) Refinanced Indebtedness. On the Closing Date, the Group shall have (i) repaid, repurchased, retired or redeemed in full all Refinanced Indebtedness other than the Existing Grifols Notes and Existing Talecris Notes, and, with respect to the Existing Grifols Notes and Existing Talecris Notes, such notes shall have been (A) repaid, repurchased, retired or redeemed in full (through a tender offer or otherwise) and/or (B) with respect to any Existing Grifols Notes and Existing Talecris Notes that are not so repaid, repurchased, retired or redeemed in full on or prior to the Closing Date, all such Existing Grifols Notes and Existing Talecris Notes shall be irrevocably called for early redemption and satisfied and discharged or defeased pursuant to and in accordance with the terms of the Existing Grifols Notes and the Existing Talecris Notes, respectively, (ii) terminated any commitments to lend or make other

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extensions of credit under the Refinanced Indebtedness, (iii) delivered to the Administrative Agent all documents or instruments necessary to release all Liens securing the Refinanced Indebtedness or other obligations of the Group thereunder being repaid on the Closing Date and (iv) made arrangements reasonably satisfactory to the Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of the Group with respect thereto

          (f) Governmental Authorizations and Consents. Each Loan Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the financing contemplated by the Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent.

          (g) U.S. Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any necessary filing and/or recording, perfected first priority security interest in certain Material Real Estate Assets located in the United States, the Collateral Agent shall have received from each applicable Loan Party:

          (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 4.12 (each, a “Closing Date Mortgaged Property”);

          (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state, in each case in form and substance reasonably satisfactory to the Collateral Agent;

          (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, the Loan Parties shall use commercially reasonable efforts to obtain (A) a Landlord Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest;

          (iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than 125% the fair market value of each Closing Date Mortgaged Property that is owned in fee insuring the fee simple title to each of the fee owned Mortgaged Properties vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Liens on the Mortgaged Property encumbered thereby, each which Title Policy (A) shall include all endorsements requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all

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certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable real property records; together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date (or such earlier date as the Collateral Agent may agree) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent;

          (v) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (1) be addressed to the Collateral Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (3) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Closing Date Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Closing Date Mortgaged Property is located in a Flood Zone, the Borrower Representative’s written acknowledgement of receipt of written notification from the Collateral Agent (1) as to the existence of each such Closing Date Mortgaged Property, and (2) as to whether the community in which each such Closing Date Mortgaged Property is located is participating in the Flood Program; and (D) if any Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the applicable Loan Party has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Board of Governors; and

          (vi) Copies of any and all surveys of all Closing Date Mortgaged Properties that are in the possession of any of the Loan Parties.

Notwithstanding the foregoing, if any of the items required by clauses (i) through (vi) cannot be delivered on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so, the delivery of such items will not be a condition precedent to funding and the foregoing (other than the items required by clause (iii)) shall be delivered pursuant to Section 5.23.

          (h) U.S. Personal Property Collateral. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected first priority security interest in the personal property Collateral of each U.S. Loan Party, each U.S. Loan Party shall have delivered to the Collateral Agent:

          (i) a fully executed U.S. Pledge and Security Agreement, together with all necessary attachments contemplated thereby;

          (ii) a completed Perfection Certificate, dated the Closing Date and executed by an Authorized Officer of each of the Borrowers, together with all attachments contemplated thereby;

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          (iii) fully executed and notarized Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.2(II) to the U.S. Pledge and Security Agreement;

          (iv) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection of the security interests in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any such Loan Party or any personal property Collateral is located as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent, including opinions of counsel in respect of the validity and enforceability of each foreign law share pledge agreement;

          (v) evidence that each such Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including (A) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Loan Party and (B) any amendments to the articles of incorporation or other constitutional documents of agreements of each Loan Party pursuant to which any restrictions or inhibitions relating to the enforcement of any security by the Security Documents are removed) and made or caused to be made any other filing and recording (other than as set forth herein) or other security perfection required under the Security Documents or reasonably required by the Collateral Agent; and

          (vi) evidence reasonably satisfactory to the Collateral Agent that the Borrower Representative has retained, at its sole cost and expense, a service provider acceptable to the Collateral Agent for the tracking of all of UCC financing statements of the Loan Parties and that shall provide notification to the Collateral Agent of, among other things, the upcoming lapse or expiration thereof.

Notwithstanding the foregoing, if the items specified in clause (iii) and (v) (other than UCC financing statements and delivery of stock certificates) cannot be delivered on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so, the delivery thereof will not be a condition precedent to funding and such items shall be delivered pursuant to Section 5.23.

          (i) Foreign Law Security Documents. The Collateral Agent shall have received each Foreign Law Security Document originally executed and delivered by each applicable Loan Party and each other document or instrument (including customary local law legal opinions) required by the Collateral Agent to be delivered in order to ensure the validity and perfection of each such Foreign Law Security Document. The Spanish Security shall be formalized as a Spanish Public Document before a Spanish public notary. Notwithstanding the foregoing, if any Foreign Law Security Document, other document or instrument (other than share certificates) cannot be delivered on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so, the delivery thereof will not be a condition precedent to funding and the foregoing shall be delivered pursuant to Section 5.23.

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          (j) Financial Statements; Projections. The Arrangers shall have received from the U.S. Borrower (i) the Historical Financial Statements, (ii) pro forma balance sheets and consolidated statements of income of the Parent for the most recently completed fiscal year and the most recently completed four-fiscal quarter period ended at least forty-five (45) days prior to the Closing Date, in each case prepared after giving effect to the Merger and related financings as if the Merger and related financings had occurred as of the last day of such fiscal year or such four-fiscal quarter period (in the case of such balance sheet) or at the beginning of such fiscal year or such four-fiscal quarter period (in the case of such other financial statements), which pro forma financial statements shall be in form and substance reasonably satisfactory to the Arrangers and (3) the Projections.

          (k) Evidence of Insurance. The Collateral Agent shall have received evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 5.05 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.05.

          (l) Opinions of Counsel to Loan Parties. In addition to any opinions of counsel delivered pursuant to Section 3.01(h)(iv), the Agents and the Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Proskauer Rose LLP, as New York and Delaware counsel to the Loan Parties, (ii) Osborne Clarke, as Spanish counsel to the Loan Parties, and (iii) Latham & Watkins LLP, as Spanish counsel to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Closing Date (and each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders).

          (m) Compliance with Commitment Letter; Fees. The Borrowers shall have paid to the Agents the fees payable on the Closing Date as set forth in the Fee Letter and all other amounts payable pursuant to the Fee Letter, the Commitment Letter and any other fee letter agreed to by the Borrowers, whether for expenses or otherwise.

          (n) Company Representations and Specified Representations. The Company Representations and Specified Representations shall be true and correct in all material respects except that such materiality qualifier shall not be applicable to any Company Representation or Specified Representation that is already qualified by materiality.

          (o) Solvency Certificate. On the Closing Date the Administrative Agent shall have received a Solvency Certificate from the chief financial officer of the Parent in the form of Exhibit F-2 certifying that, after giving effect to the consummation of the Merger, the Borrowers and the Guarantors, on a consolidated basis, are solvent.

          (p) Closing Date Certificate. The Parent shall have delivered to the Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto, and which shall include certifications to the effect that:

          (i) each of the conditions precedent described in this Section 3.01 (except as otherwise expressly provided) shall have been satisfied on the Closing Date

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(except that no opinion need be expressed as to Administrative Agent’s or Required Lenders’ satisfaction with any document, instrument or other matter);

          (ii) either (A) no Required Disposal has occurred or is required to permit the Merger or (B) any Required Disposal that has occurred or will be required would be permitted under Section 6.08(k); and

          (iii) no terms or conditions of the Merger Agreement have been amended, waived or terminated without the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), except to the extent that it is not materially adverse to the Lenders.

          (q) Ancillary Documents. The Administrative Agent shall have received true and correct copies of the Merger Agreement and the Senior Notes Documents (or Bridge Loan Agreement if necessary), and such Senior Notes Documents (or Bridge Loan Agreement) shall be in form and substance reasonably satisfactory to the Administrative Agent.

          (r) Credit Rating. The Parent shall have been assigned a public corporate family rating from Moody’s and a public corporate credit rating from S&P and the Loans shall have been assigned a public credit rating from each of Moody’s and S&P.

          (s) No Litigation. There shall not exist any injunction preventing the funding of the Loans on the Closing Date.

          (t) Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all such counterpart originals or certified copies of such documents as the Administrative Agent may reasonably request.

          (u) Flow of Funds; Letter of Direction. The Administrative Agent shall have received a funds flow memorandum and duly executed letter of direction from the Borrower Representative addressed to the Administrative Agent, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

          (v) Bank Regulatory Information. At least ten (10) days prior to the Closing Date (or such shorter period as agreed to by the Administrative Agent), the Lenders shall have received all documentation, including supporting documentation reasonably satisfactory to the Administrative Agent and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”); provided that such documentation and other information was requested not less than 12 days prior to the Closing Date.

          (w) Receivables Sale; Project Dispositions; Other Transactions. On or prior to the Closing Date (but after June 6, 2010), the Parent (or any of its Subsidiaries) shall have

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entered into one or more Receivables Sales, Project Dispositions or sale and leaseback or similar arrangements acceptable to the Arrangers. The Administrative Agent shall have received a certificate of the chief financial officer of the Parent certifying that the Parent shall have received Net Cash Proceeds from such Receivable Sale, Project Disposition, sale and leaseback or other arrangement in an amount not less than $225,000,000 less the Working Capital Improvement Amount.

          (x) No Material Adverse Change. Since December 31, 2009, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

          (y) Total Consolidated Debt. The ratio of Closing Date Consolidated Net Total Debt to pro forma Closing Date Consolidated Adjusted EBITDA of the Group, after giving effect to the Merger and any Required Disposal, for the four Fiscal-Quarter period most recently ended prior to the Closing Date for which financial statements are required to be delivered hereunder shall not exceed 5.25:1.00.

     Section 3.02 Conditions to Each Credit Extension.

          (a) Conditions Precedent. The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent:

          (i) the Administrative Agent shall have received a fully executed and delivered Borrowing Notice or Issuance Notice, as the case may be;

          (ii) after making the Credit Extensions requested on such Credit Date, (A) the Total Utilization of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect, (B) the Total Utilization of Foreign Revolving Commitments shall not exceed the Foreign Revolving Commitments then in effect and (C) the Total Utilization of U.S. Multicurrency Revolving Commitments shall not exceed the U.S. Multicurrency Revolving Commitments then in effect;

          (iii) if such Credit Date is not the Closing Date, as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all respects;

          (iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and

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          (v) on or before the date of issuance of any Letter of Credit, the Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as the Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

The Administrative Agent or the Required Lenders shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of the Administrative Agent or the Required Lenders such request is warranted under the circumstances.

          (b) Notices. Any Notice shall be executed by an Authorized Officer of the Borrower Representative or the applicable Borrower in a writing delivered to the Administrative Agent.

          Section 3.03 Conditions to Effectiveness.

     This effectiveness of this Agreement is subject to the satisfaction, or waiver in accordance with Section 10.05, of the following conditions precedent:

          (a) The Administrative Agent shall have received this Agreement, executed and delivered by each Agent, each Borrower and each Lender listed in Schedules 1.01(a), (b) and (c), which schedules shall be on file with the Administrative Agent.

          (b) The Agents and the Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Proskauer Rose LLP, as New York and Delaware counsel to the Loan Parties and (ii) Osborne Clarke, as Spanish counsel to the Loan Parties, in each case in form and substance reasonably acceptable to the Administrative Agent, dated as of the Agreement Execution Date (and each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders).

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES

     In order to induce the Lenders and the Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Loan Party represents and warrants to each Lender and the Issuing Bank, as of the Agreement Execution Date (but only with respect to Sections 4.01, 4.02 and 4.03), on the Closing Date and on each Credit Date that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with the consummation of the Transactions contemplated hereby and are limited to the Company Representations and the Specified Representations in the manner set forth in Section 3.01(n)):

     Section 4.01 Organization; Structure Chart; Requisite Power and Authority; Qualification. Each Group Member (a) is duly organized, duly incorporated, validly existing and, if applicable, in good standing under the laws of its jurisdiction of organization as identified

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on Schedule 4.01, (b) has all requisite power and authority to own and operate its properties and assets, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby and (c) is qualified to do business and, if applicable, in good standing in every jurisdiction where any material portion of its assets are located and wherever necessary to carry out its material business and operations, except, in the case of clauses (b) and (c), where the failure to have such power and authority or to be so qualified could not reasonably be expected to have a Material Adverse Effect.

     Section 4.02 Equity Interests and Ownership. The Equity Interests of each Group Member have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.02, as of the Agreement Execution Date, there is no existing option, warrant, call, right, commitment or other agreement to which any Group Member is a party requiring, and there is no membership interest or other Equity Interests of any Group Member outstanding which upon conversion or exchange would require, the issuance by any Group Member of any additional membership interests or other Equity Interests of any Group Member or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of any Group Member. Schedule 4.02 correctly sets forth the ownership interest of each Group Member in their respective Subsidiaries as of the Agreement Execution Date after giving pro forma effect to the Merger.

     Section 4.03 Due Authorization. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action on the part of each Loan Party that is a party thereto.

     Section 4.04 No Conflict. The execution, delivery and performance by the Loan Parties of the Loan Documents to which they are parties and the consummation of the transactions contemplated by the Loan Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to any Group Member, (ii) any of the Organizational Documents of any Group Member or (iii) any order, judgment or decree of any court or other agency of government binding on any Group Member, except to the extent any violation of (i) or (iii) above could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Group Member except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of any Group Member (other than any Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of any Group Member, except for such approvals or consents which have been obtained on or before the Closing Date and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

     Section 4.05 Governmental Consents. The execution, delivery and performance by Loan Parties of the Loan Documents to which they are parties and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration

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with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or payment of any stamp, registration, notarial (other than in relation to a German share pledge agreement) or similar taxes or fees, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation or to the extent required to create valid security and except for those not material to the operations or financial condition of the Loan Parties or the rights of the Secured Parties.

     Section 4.06 Binding Obligation. Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

     Section 4.07 Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP (or IFRS, as applicable) and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the Persons described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, no Group Member has any material contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Group taken as a whole.

     Section 4.08 Projections. The projections of the Group for the period of Fiscal Year 2010 through and including Fiscal Year 2014 most recently provided to the Arrangers prior to the Closing Date (the “Projections”) are based on good faith estimates and assumptions believed by the management of the Parent to be reasonable; provided, that the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.

     Section 4.09 No Material Adverse Change. Since December 31, 2009, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

     Section 4.10 Adverse Proceedings, Etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. No Group Member (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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     Section 4.11 Payment of Taxes. Except as otherwise permitted under Section 5.03, all Tax returns and reports of the Group required to be filed by any of them have been accurately and timely filed, and all Taxes due and payable and all assessments, fees, Taxes and other governmental charges upon any Group Members and their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable, except for those Taxes which are being actively contested by such Group Member in good faith and for which the relevant Group Member has established adequate reserves, if any, in accordance with GAAP (or IFRS, as applicable), and except to the extent that the failure to file such return or report or make such payment would not have a material effect on the operations of the Loan Parties or to the rights of the Secured Parties. There is no proposed or threatened material Tax assessment against any Group Member which is not being actively contested by such Group Member in good faith and by appropriate proceedings; provided, that such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP (or IFRS, as applicable) shall have been made or provided therefor.

     Section 4.12 Properties.

          (a) Title. Each Group Member has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in Intellectual Property) and (iv) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.07 and in the most recent financial statements delivered pursuant to Section 5.01, which, in the case of fee interests in real property and leasehold interests in real property, constitute Material Real Estate Assets, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business, the sale-leaseback of properties identified on Schedule 4.12 or as otherwise permitted under Sections 6.08 and 6.10. Except for Permitted Liens, all such properties and assets are free and clear of Liens.

          (b) Real Estate. Schedule 4.12 contains, to the best knowledge of the Borrowers, a true, accurate and complete list of all Material Real Estate Assets pro forma for the Transactions as of the Agreement Execution Date. Each lease included in Schedule 4.12 is in full force and effect and no Borrower has any knowledge of any material default that has occurred and is continuing thereunder, and each such lease constitutes the legally valid and binding obligation of each applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

          (c) Flood Zone Properties. No Mortgage encumbers improved real property that is located in a Flood Zone (except any such property as to which flood insurance has been obtained and is in full force and effect as required by this Agreement).

     Section 4.13 Environmental Matters. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) each Group Member is in compliance with all applicable Environmental Laws, and, to Borrower’s knowledge, any past

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noncompliance has been resolved without any pending, on-going or future obligation or cost; (b) each Group Member has obtained and maintained in full force and effect all Governmental Authorizations required pursuant to Environmental Laws for the operation of their respective business; (c) to the U.S. Borrower’s knowledge, there are, and have been, no conditions, occurrences, violations of Environmental Law, or presence or Releases of Hazardous Materials which, in each case, could reasonably be expected to form the basis of an Environmental Claim against any Group Member or related to any Real Estate Assets; (d) there are no pending Environmental Claims against any Group Member, and no Group Member has received any written notification of any alleged violation of, or liability pursuant to, Environmental Law or responsibility for the Release or threatened Release of, or exposure to, any Hazardous Materials; and (e) no Lien imposed pursuant to any Environmental Law has attached to any Collateral and, to the knowledge of the U.S. Borrower, no conditions exist that would reasonably be expected to result in the imposition of such a Lien on any Collateral.

     Section 4.14 Health Care Regulatory Matters.

     (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party and its respective directors, officers, and employees, and to its knowledge, all agents acting on its behalf, are and at all times have been, in compliance with all Health Care Laws applicable to the Loan Party’s business or by which any property, business product or other asset of the Loan Party is bound or affected. “Health Care Laws” means all laws of the United States or any Loan Party’s Relevant Jurisdiction with respect to regulatory matters primarily relating to patient healthcare, including, without limitation, such laws pertaining to: (i) any federal health care program (as such term is defined in 42 U.S.C. § 1320a-7b(f)), including those pertaining to providers of goods or services that are paid for by any federal health care program, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes, Medicare (Title XVIII of the Social Security Act) and the regulations promulgated thereunder, Medicaid (Title XIX of the Social Security Act) and the regulations promulgated thereunder, the Public Health Service Act (“PHSA”) (42 U.S.C. §§ 201 et seq.) and the regulations promulgated thereunder, and equivalent state and foreign laws; (ii) the privacy and security of patient-identifying health care information, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d et seq.), the regulations promulgated thereunder and equivalent state and foreign laws; (iii) the research, testing, production, manufacturing, transfer, distribution and sale of drugs and devices, including, without limitation, the United States Food Drug and Cosmetic Act (“FDCA”) (21 U.S.C. §§ 301 et seq.), and equivalent state and foreign laws; (iv) the hiring of employees or the acquisition of services or supplies from individuals or entities that have been excluded from government health care programs; and (v) Government Authorizations required to be held by individuals and entities involved in the manufacture and delivery of health care items and services, and each of (i) through (v) as may be amended from time to time.

     (b) Except with respect to that certain consent decree “United States v. Alpha Therapeutic Corp. et al, Cv 98-0664 (C.D.Ca. 1998)” and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party is a

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party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any Governmental Authority.

     (c) (i) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party meets all of the applicable requirements of participation and payment of Medicare, Medicaid, TRICARE, any other state, federal or foreign government health care programs, and any other public or private third party payor programs (collectively, “Third Party Payor Programs”) that the Loan Party, as applicable, participates in or receives payment from. (ii) No Loan Party is or has been excluded from participation in any Third Party Payor Programs, and there is no audit, claim review, or other action pending or, to any Loan Party’s knowledge, threatened which could reasonably be expected to result in the exclusion of any Loan Party from any Third Party Payor Program and no Loan Party has received notice of any such audit, claim review or other action. (iii) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no audit, claim review, or other action pending or, to any Loan Party’s knowledge, threatened which could reasonably be expected to result in the imposition of penalties or the exclusion of any Loan Party from any Third Party Payor Program and no Loan Party has received notice of any such audit, claim review or other action. (iv) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all reports, documents, claims, and notices required to be filed, maintained or furnished to any Governmental Authority by any Loan Party under any Third Party Payor Programs have been so filed, maintained or furnished and all such reports, documents, claims and notices were complete and correct on the date filed (or were corrected or supplemented by a subsequent filing).

     (d) No Loan Party, or its managers, officers or employees, or to its knowledge, all agents acting on its behalf, has been convicted of any crime or, to the Loan Party’s knowledge, engaged in any conduct, that could result in a material debarment or exclusion under 21 U.S.C. § 335a or any similar state or foreign law, rule or regulation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the date hereof, no claims, actions, proceedings or investigations that would reasonably be expected to result in such a material debarment or exclusion are, to the Loan Party’s knowledge, pending or threatened against any Loan Party or its managers, officers or employees, or all agents acting on its behalf.

     (e) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each Loan Party possesses and is operating in compliance with Governmental Authorizations issued by, and have made all declarations and filings with, the appropriate Governmental Authorities reasonably necessary to conduct its business, including without limitation all those that may be required by the United States Food and Drug Administration (“FDA”) or any other Governmental Authority engaged in the regulation of pharmaceuticals, medical devices, biologics, cosmetics or biohazardous materials (“Regulatory Permits”); (ii) all such Regulatory Permits are valid and in full force and effect; (iii) all applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Regulatory Permit, when submitted to the Governmental Authority were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modification to such applications, submissions, information and data have been submitted to the Governmental Authority; (iv) the claims

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allowed by the Governmental Authorities for the Loan Party’s business products are valid and supported by proper research, design, testing, analysis and disclosure; and (v) each Loan Party and to its knowledge all entities and individuals acting on its behalf, have not received formal notice (or, to each Loan Party’s knowledge, informal notice) that any Governmental Authority will undertake enforcement action, including, any claim, notice, charge, complaint, action, investigation, enforcement, proceeding, hearing or other similar action (each an “Enforcement Action”), to limit, revoke, suspend or materially modify any Regulatory Permit nor do they have any knowledge of any reasonable basis for such Enforcement Action.

     (f) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each Loan Party is and at all times has been in full compliance with all federal, state, local, provincial, or foreign statutes, rules, regulations, ordinances, orders, decrees, policies, directives and guidances applicable to the ownership, testing, development, manufacture, packaging, processing, recordkeeping, reporting, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any business product or product candidate, including, without limitation, the FDCA and implementing regulations; (ii) all analyses, studies, tests and preclinical and clinical trials conducted by or on behalf of each Loan Party are being and were, if completed, conducted in compliance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and applicable local, state, provincial and federal laws, rules, regulations, policies, directives and guidances, including as applicable, but not limited to, the FDCA and its implementing regulations at 21 C.F.R. Parts 11, 50, 54, 56, 58, 312 and 314, 812 and 814; and (iii) no Loan Party has received any notices, correspondence or other communication from the FDA or other Governmental Authority requiring the termination, suspension or material modification of any study, test or clinical or preclinical trial currently being conducted by, or on behalf of, any Loan Party.

     (g) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2007, no Loan Party has had any product or manufacturing site (whether owned by the Loan Party or that of a contract manufacturer for Loan Party products) subject to a Governmental Authority (including FDA) shutdown or import or export prohibition, nor received any FDA Form 483 or other Governmental Authority notice of inspectional observations, “warning letters,” “untitled letters” or requests or requirements to make changes to the Loan Party products or similar correspondence or notice from the FDA or other Governmental Authority with respect to the Loan Party’s business and alleging or asserting noncompliance with any applicable Health Care Law, Regulatory Permit or such a request or requirement of a Governmental Authority; and to the knowledge of the Loan Party, neither the FDA nor any other Governmental Authority is considering any such action.

     (h) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2007, no Loan Party has had (i) any recalls, field notifications, field corrections, market withdrawals or replacements, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of the Loan Parties’ products issued by the Loan Parties (“Safety Notices”), (ii) to the Loan Parties’ knowledge, has had any material complaints with respect to the Loan Parties’ products that are currently unresolved, and (iii) to the Loan Parties’ knowledge, there are no facts that would be reasonably likely to result in (A) a Safety

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Notice with respect to the Loan Parties’ products, (B) a change in labeling of any of the Loan Parties’ products; or (C) a termination or suspension of marketing or testing of any of the Loan Parties’ products.

     Section 4.15 No Defaults. No Group Member is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Material Contracts, and no condition exists which, with the giving of notice or the lapse of time or any grace period or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

     Section 4.16 Governmental Regulation. No Group Member is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Group Member is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

     Section 4.17 Margin Stock. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

     Section 4.18 Employee Benefit Plans. Each Group Member and each Employee Benefit Plan (other than a Multiemployer Plan) is in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan (other than a Multiemployer Plan). Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and to the knowledge of the Group Members, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by any Group Member or any of their respective ERISA Affiliates with respect to any Employee Benefit Plan. No ERISA Event that, individually or in the aggregate, could reasonably be expected to result in material liability to any Group Member or any of their respective ERISA Affiliates, has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides material health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Group Member. The present value of the aggregate benefit liabilities under the Pension Plans sponsored, maintained or contributed to by any Group Member or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) do not exceed the

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aggregate current fair market value of the assets of such Pension Plans by an amount greater than $25,000,000. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Group and its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is $25,000,000. Each Group Member and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Each Foreign Plan has been maintained in material compliance with its terms and with the requirements of any and all applicable all laws, rules, regulations and orders of any Governmental Authority and has been maintained, where required, in good standing with applicable regulatory authorities. Each Foreign Plan which is required under all applicable laws, rules, regulations and orders of any Governmental Authority to be funded satisfies in all material respects any applicable funding standard under all applicable laws, rules, regulations and orders of any Governmental Authority. For each Foreign Plan which is not funded or which is not required to be fully funded under all applicable laws, rules, regulations and orders of any Governmental Authority, the unfunded obligations of such Foreign Plan are properly accrued and/or reflected on the books and records of the applicable Group Member in all material respects.

     Section 4.19 Solvency. The Loan Parties and their Subsidiaries, on a consolidated basis, are and, upon the incurrence of any Obligation by any Loan Party on any date on which this representation and warranty is made, shall be, Solvent.

     Section 4.20 Compliance with Statutes, Etc. Each Group Member is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its assets and property, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     Section 4.21 Disclosure. No representation or warranty of any Loan Party contained in any other Loan Document or in any other documents, certificates or written statements furnished to any Agent or Lender by any Group Member (or by its agents on its behalf) for use in connection with the transactions contemplated hereby contained any untrue statement of a material fact or omitted to state a material fact (known to it, or to the Borrower Representative in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made, except to the extent such statement or omission was subsequently disclosed or corrected. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by such Group Member to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material. There are no facts known (or which should upon the reasonable exercise of diligence be known) to such Group Member (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect to such Group

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Member and that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.

     Section 4.22 PATRIOT Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the PATRIOT Act. No part of the proceeds of the Loans shall be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

     Section 4.23 Intellectual Property.

          (a) Each of the Loan Parties is the sole and exclusive owner of the entire right, title, and interest in and to all Material Intellectual Property and owns or, pursuant to an agreement, has the valid right to use and, where such Loan Party does so, sublicense others to use, all Material Intellectual Property used in or reasonably necessary to conduct its business (including granting of outbound licenses of such rights) and all rights to sue at law or in equity or otherwise recover for any infringement, dilution, misappropriation or other impairment thereof, including the right to receive all royalties, license fees, proceeds and damages therefrom, free and clear of all Liens, claims and licenses, except for Permitted Liens. All Material Intellectual Property of each Loan Party is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, nor, in the case of Patents, is any of the Material Intellectual Property the subject of a reexamination proceeding, and each Loan Party has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks of such Loan Party constituting Material Intellectual Property in full force and effect. No holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity, enforceability, or scope of, or any Loan Party’s right to register, own or use, any Material Intellectual Property of any Loan Party, and no such action or proceeding is pending or, to the best of such Loan Party’s knowledge, threatened. All registrations, issuances and applications for Copyrights, Patents and Trademarks of each Loan Party are standing in the name of such Loan Party, and all exclusive Copyright Licenses constituting Material Intellectual Property in respect of registered Copyrights have been properly recorded in the U.S. Copyright Office or, where appropriate, any foreign counterpart. All Copyrights owned by such Loan Party that constitute Material Intellectual Property have been registered with the United States Copyright Office or, where appropriate, any foreign counterpart. To the knowledge of the Loan Parties, the use of Material Intellectual Property by each Loan Party in the current conduct of the business does not infringe, dilute, misappropriate or otherwise violate the rights of any Person.

          (b) To the knowledge of the Loan Parties, each Loan Party uses, in its reasonable business judgment, appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with its use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights, in each case

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constituting Material Intellectual Property. Each Loan Party has taken commercially reasonable steps to protect the confidentiality of its Trade Secrets included in the Material Intellectual Property in accordance with industry standards. Each Loan Party has taken commercially reasonable action to ensure that all licensees of the Trademarks owned by such Loan Party and included in the Material Intellectual Property comply with such Loan Party’s standards of quality.

          (c) To the knowledge of the Loan Parties, (i) the conduct of each Loan Party’s business does not infringe, dilute, misappropriate, or otherwise violate any Intellectual Property right of any other Person, and (ii), since January 1, 2006, no claim has been made that the use of any Material Intellectual Property owned or used by any Loan Party (or any of its respective licensees) infringes, misappropriates, dilutes or otherwise violates the asserted rights of any other Person, and no demand that any Loan Party enter into a license or co-existence agreement has been made but not resolved. To each Loan Party’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Material Intellectual Property owned, licensed or used by such Loan Party, or any of its respective licensees. No settlement or consents, covenants not to sue, co-existence agreements, non-assertion assurances, or releases have been entered into by any Loan Party or bind any Loan Party in a manner that would reasonably be expected to adversely affect such Loan Party’s rights to own, license, transfer, or use any of the Material Intellectual Property.

          (d) Neither the execution, delivery or performance of this Agreement and the other Loan Documents, nor the consummation of the Transactions and the other transactions contemplated hereby and thereby, will alter materially, impair or otherwise affect or require the consent, approval or other authorization of any other person in respect of any ownership, contractual or other right of any Loan Party in any Material Intellectual Property.

          (e) Each Loan Party has taken commercially reasonable measures to maintain the secrecy and security of its and its Subsidiaries material proprietary Software, networks and databases.

     Section 4.24 Merger Documents. The Merger Documents contain all relevant and material terms of the Merger and are in full force and effect.

     Section 4.25 Ranking; Security.

          (a) Each Loan Party’s obligations under the Loan Documents ranks at least pari passu with all of its other unsecured and unsubordinated obligations, other than those that are mandatorily preferred by law applying to companies generally.

          (b) Each Security Document creates the security interest that it purports to create and such security interests are valid and effective in all material respects.

     Section 4.26 Centre of Main Interests and Establishments. Each Loan Party whose jurisdiction of incorporation is in a member state of the European Union has its “centre of main interest” (as that term is used in Article 3(l) of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”)) in its jurisdiction of incorporation

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and has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

     Section 4.27 Enforcement and Relevant Jurisdiction. Except as may be limited by bankruptcy, insolvency, reorganization, dissolution, winding-up, receivership, liquidation, administration, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, or by public policy, due process, choice of law or other similar principles, any judgment obtained in relation to a Loan Document in the jurisdiction of the governing law of such Loan Document will be recognized and enforced in its Relevant Jurisdiction. No Lender is or will be deemed to be a resident of, domiciled in or carrying on business in any Relevant Jurisdiction by reason only of the execution, performance and/or enforcement of any Loan Document.

ARTICLE V.
AFFIRMATIVE COVENANTS

     Each Loan Party covenants and agrees that, on and after the Closing Date, so long as any Commitment is in effect and until payment in full of all Obligations (other than (a) obligations under Hedge Agreements not yet due and payable and (b) contingent indemnification obligations not yet due and payable) and cancellation or expiration of all Letters of Credit or collateralization thereof in a manner acceptable to the Issuing Bank), such Loan Party shall, and shall cause each of its Subsidiaries to:

     Section 5.01 Financial Statements and Other Reports. In the case of the Borrower Representative, deliver to the Administrative Agent (which shall furnish to each Lender):

          (a) Quarterly Financial Statements. As soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter of each Fiscal Year (other than the last Fiscal Quarter of each Fiscal Year) or, if earlier, five (5) days after the date required to be filed with the SEC, without giving effect to any extension permitted by the SEC, commencing with the Fiscal Quarter in which the Closing Date occurs, the consolidated and consolidating balance sheets of the Group as at the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of the Group for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, commencing with the first Fiscal Quarter for which such corresponding figures are available, and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;

          (b) Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year (or, if earlier, five (5) days after the date required to be filed with the SEC, without giving effect to any extension permitted by the SEC), commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated and consolidating balance sheets of the Group as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income,

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stockholders’ equity and cash flows of the Group for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available, and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of an independent certified public accountant of recognized national standing selected by the Parent, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP (or IFRS, as applicable) applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (A) that their audit examination has included a review of the terms of Section 6.07 of this Agreement and the related definitions, (B) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof and (C) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof;

          (c) Compliance Certificate; Guarantor Coverage Certificate. (i) Together with each delivery of financial statements of the Group pursuant to Section 5.01(a), a duly executed and completed Compliance Certificate, (ii) together with each delivery of financial statements of the Group pursuant to Section 5.01(b), a duly executed and completed Compliance Certificate and a duly executed and completed Guarantor Coverage Certificate and (iii) on the date that is forty-five (45) days following the Closing Date, a duly executed and completed Guarantor Coverage Certificate; provided, that if the first such applicable date set forth in clause (ii) would be prior to the date that is forty-five (45) days after the Closing Date, such duly executed and completed Guarantor Coverage Certificate pursuant to clause (ii) shall only be required to be delivered upon the next scheduled delivery date thereof;

          (d) Statements of Reconciliation after Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements related to the Parent prior to giving effect to the Transactions, the consolidated financial statements of the Group delivered pursuant to Section 5.01(a) or 5.01(b) shall differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory to the Administrative Agent;

          (e) Notice of Event of Default. Promptly upon any officer of any Loan Party obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of

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Default or that notice has been given to any Loan Party with respect thereto; (ii) that any Person has given any notice to any Loan Party or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.01(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, event or condition, and what action the applicable Group Member has taken, is taking and proposes to take with respect thereto;

          (f) Notice of Litigation. Promptly upon any officer of any Loan Party obtaining knowledge of (i) any Adverse Proceeding not previously disclosed in writing by the Borrower Representative to the Lenders or (ii) any development in any Adverse Proceeding that, in the case of either clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, or the exercise of rights or performance of obligations under any Loan Document written notice thereof together with such other information as may be reasonably available to the Parent to enable the Lenders and their counsel to evaluate such matters;

          (g) Pension Plans; ERISA.

          (i) Copies of any actuarial reports relating to the Pension Plans that are prepared in order to comply with then current statutory or auditing requirements;

          (ii) Promptly (but in any event within ten (10) days) upon the occurrence of or upon any officer of any Loan Party becoming aware of the forthcoming occurrence of (A) any ERISA Event, (B) the adoption of any new Pension Plan by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates or the adoption of any new Foreign Plan that provides pension benefits by any Loan Party or any of its Subsidiaries, (C) the adoption of an amendment to a Pension Plan or Foreign Plan that provides pension benefits if such amendment results in a material increase in benefits or unfunded liabilities (D) the receipt of a notice from a Governmental Authority relating to the intention to terminate any Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (E) the existence of any fact or circumstance that could reasonably be expected to result in the imposition of a Lien or security interest pursuant to Section 430(k) of the Internal Revenue Code of Section 303(k) of ERISA, or (F) the commencement of contributions by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates to a Multiemployer Plan or Pension Plan or Foreign Plan that provides pension benefits, a written notice specifying the nature thereof, what action any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness (but in any event within three (3) days after filing), copies of (A) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by any Group Member with respect to each Pension Plan; (B) all material

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notices received by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Pension Plan as the Administrative Agent shall reasonably request;

          (h) Financial Plan. As soon as practicable and in any event no later than the earlier of (i) fifteen (15) days following approval of the Financial Plan by the board of directors of the Parent and (ii) ninety (90) days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year and each Fiscal Year (or portion thereof) through the final maturity date of the Loans (a “Financial Plan”), including (A) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of the Group for each such Fiscal Year, and an explanation of the assumptions on which such forecasts are based and (B) forecasted consolidated statements of income and cash flows of the Group for each fiscal quarter of each other Fiscal Year (it being understood and agreed that any such Financial Plan shall be available only in hard copy and only to Lenders who wish to receive material non-public information with respect to the Group Members and their Subsidiaries and shall be provided to the Administrative Agent in single hard copy only);

          (i) Insurance Report. Upon the reasonable request of the Administrative Agent and within thirty (30) days of such request, a certificate from the Loan Parties’ insurance broker(s) in form and substance satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such certificate by the Loan Parties and their Subsidiaries;

          (j) Information Regarding Collateral.

          (i) the Borrower Representative shall furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s corporate name, (B) in any Loan Party’s identity or corporate structure, (C) in any Loan Party’s jurisdiction of organization or (D) in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Documents;

          (ii) each Loan Party also agrees promptly to notify (or to have the Borrower Representative notify on its behalf) the Collateral Agent if any material portion of the Collateral is damaged or destroyed; and

          (iii) Each year, no later than the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.01(b), each Loan Party shall deliver to the Collateral Agent a certificate of its Authorized Officer (such certificate a “Collateral Verification Certificate”) either confirming that there has been no material change in the information set forth in the Perfection Certificate since the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.01 and/or identifying such changes;

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          (k) Management Letters. Promptly after the receipt thereof by the Parent, a copy of any “management letter” received by the Parent from its certified public accountants and the management’s response thereto;

          (l) Certification of Public Information. Each Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to any Group Member or its securities) and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower Representative has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. The Borrower Representative agrees to clearly designate all Information provided to the Administrative Agent by or on behalf of the Borrowers which is suitable to make available to Public Lenders. If the Borrower Representative has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to any Group Member and its securities;

          (m) Defaults Under Material Contracts. Promptly upon any officer of any Loan Party or any of its Subsidiaries obtaining knowledge of any condition or event that constitutes a default or an event of default under any Material Contract or that notice has been given to any Loan Party or any of its Subsidiaries with respect thereto, a certificate of an Authorized Officer of such Loan Party specifying the nature and period of existence of such condition or event and the nature of such claimed default or event of default, and what action such Loan Party has taken, is taking and proposes to take with respect thereto; and

          (n) Other Information. (i) Promptly upon their becoming available, copies of (A) all financial statements, reports, notices and proxy statements sent or made available generally by any Group Member to their security holders acting in such capacity, (B) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Group Member with any securities exchange or with the SEC or any governmental or private regulatory authority and (C) all press releases and other statements made available generally by any Group Member to the public concerning material developments in the business of any Group Member and (ii) such other information and data with respect to any Group Member as from time to time may be reasonably requested by the Administrative Agent or any Lender.

     Section 5.02 Existence. Except as otherwise permitted under Section 6.08, at all times preserve and keep in full force and effect its existence and all rights, privileges and franchises, licenses, permits and authorizations material to its business and all authorizations needed to enable performance with the Loan Documents and ensure the Loan Documents remain legal, valid, enforceable and admissible in evidence; provided, that no Loan Party (other than the Parent or any Borrower with respect to existence) or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.

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     Section 5.03 Payment of Taxes and Claims. Pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, other than Liens that arise prior to the due date of any such Tax; provided, that no such Tax or claim need be paid to the extent it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP (or IFRS, as applicable) shall have been made therefor and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim.

     Section 5.04 Maintenance of Properties.(a) In the case of material tangible properties used or useful in the business of the Loan Parties and their Subsidiaries, maintain or cause to be maintained such tangible properties in good repair, working order and condition, ordinary wear and tear excepted, and from time to time shall make or cause to be made all appropriate repairs, renewals and replacements thereof, subject to dispositions permitted hereunder; and (b) in the case of intangible material properties that are used or useful in the business of the Loan Parties and their Subsidiaries, maintain or cause to be maintained such intangible properties as valid and enforceable.

     Section 5.05 Insurance.

     In the case of the Borrower Representative, maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Loan Parties and their Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as are customary for such Persons. Without limiting the generality of the foregoing, the Borrower Representative shall maintain or cause to be maintained (a) flood insurance that covers each Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, that is located in a Flood Zone, in each case in compliance with any applicable regulations of the Board of Governors, (b) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name the Collateral Agent, on behalf of the Secured Parties as additional insured parties thereunder as their interests may appear, (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to the Collateral Agent, that names the Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder and (iii) provide that the insurer affording coverage (with respect to property and liability insurance) will provide for at least thirty (30) days’ prior written notice to the Collateral Agent of any material modification or cancellation of such policy.

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     Section 5.06 Books and Records; Inspections. Maintain proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP (or IFRS, as applicable) shall be made of all dealings and transactions in relation to its business and activities. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit, up to one time per year so long as no Event of Default shall have occurred and be continuing, any authorized representatives designated by the Administrative Agent to visit and inspect any of the real properties of any Loan Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

     Section 5.07 Lenders’ Calls. Upon the request of the Administrative Agent or the Required Lenders, participate in an English language conference call with the Administrative Agent and the Lenders once during each Fiscal Year at such time as may be agreed to by the Borrower Representative and the Administrative Agent.

     Section 5.08 Compliance with Material Contractual Obligations and Laws. Comply, and cause all other Persons within its control, if any, on or occupying any Facilities to comply, with the requirements of all Contractual Obligations (including the Merger Documents) and all applicable laws, rules, regulations and orders of any Governmental Authority (including all applicable Environmental Laws and all Health Care Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     Section 5.09 Environmental.

          (a) Environmental Disclosure. In the case of the Borrower Representative, deliver to the Administrative Agent and the Lenders:

          (i) as soon as practicable following receipt thereof, copies of all material, environmental assessments, audits, investigations, analyses and reports, whether prepared by personnel of any Loan Party or any of its Subsidiaries or by any independent consultants, Governmental Authorities or other Persons, with respect to environmental matters at any Facility or with respect to any Environmental Claims, in each case that are reasonably likely to result in a liability of $10,000,000 or more to any Group Member;

          (ii) promptly upon the occurrence or receipt thereof, written notice relating to (A) any Release required to be reported by any Loan Party or any of its Subsidiaries to Governmental Authority under any applicable Environmental Laws, (B) any remedial action taken by any Loan Party or any other Person in response to (1) any Hazardous Materials the existence of which has a reasonable likelihood of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect or (2) any Environmental Claims that, individually or in the aggregate, have a reasonable likelihood of resulting in a Material Adverse Effect, (C) any Loan Party’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy,

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transferability or use thereof under any Environmental Laws or (D) the imposition or written threat of any imposition of any Lien on any Collateral pursuant to any Environmental Law;

          (iii) as soon as practicable following the sending or receipt thereof by any Loan Party or any of its Subsidiaries, a copy of any material written communications with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable likelihood of resulting in a Material Adverse Effect, (B) any Release required to be reported by any Loan Party or any of its Subsidiaries to any Governmental Authority and (C) any written request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether any Loan Party or any of its Subsidiaries may be potentially responsible for the Release of any Hazardous Materials; and

          (iv) prompt written notice describing in reasonable detail any proposed acquisition of stock, assets, or other property by any Loan Party or any of its Subsidiaries that could reasonably be expected to (A) expose any Loan Party or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) have a Material Adverse Effect on the ability of any Loan Party or any of its Subsidiaries to maintain in full force and effect all Governmental Authorizations required under any applicable Environmental Laws for their respective operations.

          (b) Environmental Claims, Etc. Promptly take any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Loan Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) conduct any investigative or remedial action that is required pursuant to applicable Environmental Laws by such Loan Party or any of its Subsidiaries where failure to conduct such investigation or remedial action could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) make an appropriate response to any Environmental Claim against such Loan Party or any of its Subsidiaries and discharge any obligations it has to any Person in connection with such Environmental Claim, in each case where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          (c) Environmental Compliance. Use and operate all of its Facilities in compliance with all applicable Environmental Laws, keep all necessary Governmental Authorizations required pursuant to any applicable Environmental Laws for the operation of the Borrowers’ business, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, in each case except where the failure to comply with the terms of this clause could not reasonably be expected to have a Material Adverse Effect.

     Section 5.10 Health Care Regulatory Matters. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, hold and operate in material compliance with, Regulatory Permits issued by the FDA or other Governmental Authority required for the conduct of its business as currently conducted.

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     Section 5.11 Maintenance of Ratings. In the case of the Parent, at all times use commercially reasonable efforts to maintain public corporate credit and public corporate family ratings issued by Moody’s and S&P with respect to its senior secured debt.

     Section 5.12 Intellectual Property. No Loan Party shall do any act or omit to do any act whereby any of the Material Intellectual Property may lapse, or become abandoned, canceled, dedicated to the public, forfeited, unenforceable or otherwise impaired, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; provided, however, that such Loan Party may discontinue the use and/or maintenance of Intellectual Property that such Grantor determines, in its reasonable good faith business judgment, is no longer included in the Material Intellectual Property and that such discontinuance is desirable in the ordinary conduct of its business. No Loan Party shall, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain a similar level of quality of products sold and services rendered under any such Trademark as the quality of such products and services as of Closing Date, and such Loan Party shall take commercially reasonable steps necessary to insure that licensees of such Trademarks use such consistent standards of quality. Each Loan Party shall, within thirty (30) days of the acquisition or exclusive license of any copyrightable work that is included in the Material Intellectual Property, and shall use commercially reasonable efforts to, within thirty (30) days of the creation of any copyrightable work that is included in the Material Intellectual Property, apply to register the Copyright in the United States Copyright Office or, where appropriate, any foreign counterpart and, in the case of an exclusive Copyright License in respect of a registered Copyright, record such license, in the United States Copyright Office or, where appropriate, any foreign counterpart. Each Loan Party shall take all reasonable steps in the ordinary course of business, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark, Patent, and Copyright owned by or exclusively licensed to any Loan Party and constituting Material Intellectual Property.

          (a) Each Loan Party shall timely notify the Collateral Agent if it knows or has reason to know that any item of Material Intellectual Property may become (i) abandoned or dedicated to the public or placed in the public domain, (ii) invalid or unenforceable, (iii) subject to any adverse determination or development regarding any Loan Party’s ownership, registration or use or the validity or enforceability of such item of Material Intellectual Property (including the institution of, or any adverse development with respect to, any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court) or (iv) the subject of any reversion or termination rights.

          (b) Each Loan Party shall use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or may in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Loan Party’s rights and interests in any property included within the definitions of any Material Intellectual Property acquired under such contracts.

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          (c) In the event that any Material Intellectual Property owned by or exclusively licensed to any Loan Party, to a Loan Party’s knowledge, is infringed, misappropriated, diluted or otherwise violated by a third party, such Loan Party shall take commercially reasonable actions as it would otherwise, in the ordinary course of business take, to stop such infringement, misappropriation, dilution or other violation and protect its rights in such Material Intellectual Property including, in such Loan Party’s reasonable business judgment, the initiation of a suit for injunctive relief and to recover damages. Each Loan Party shall use commercially reasonable efforts in the ordinary course of business to use proper statutory notice in connection with its use of any of the Material Intellectual Property.

     Section 5.13 Subsidiaries. In the case of the Borrower Representative, in the event that any Person becomes a U.S. Subsidiary of the Borrower Representative after the Agreement Effective Date, if such subsidiary is or becomes a Significant Subsidiary, (i) promptly cause such U.S. Subsidiary to become a Guarantor hereunder and a U.S. Grantor under the U.S. Pledge and Security Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement, and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b), 3.01(g), 3.01(h) and 3.01(l) and the Borrower Representative shall take all of the actions referred to in Section 3.01(h) necessary to grant and to perfect a first priority Lien in favor of the Collateral Agent, for the benefit of Secured Parties, under the applicable Security Documents, in the Equity Interests of any such new U.S. Subsidiary.

          (b) In the case of the Borrower Representative, with respect to any new Foreign Subsidiary that is a Significant Subsidiary or the direct or indirect parent of any Significant Subsidiary, (i) subject to the Agreed Security Principles, promptly cause such Foreign Subsidiary to become a Guarantor hereunder by executing and delivering to the Administrative Agent and Collateral Agent a Counterpart Agreement, provided that, if such Significant Subsidiary is a Subsidiary of the U.S. Borrower, such guarantee shall be solely in respect of the Obligations of the Foreign Borrower, and a party to any applicable Foreign Law Security Document, (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b), 3.01(i) and 3.01(l) and, subject to the Agreed Security Principles, the Borrower Representative shall take or shall cause the applicable Group Member to take all of the actions referred to in Section 3.01(j) or 3.01(k) necessary to grant and to perfect a first priority Lien in favor of the Collateral Agent, for the benefit of applicable Secured Parties, under the applicable Security Documents, in the Equity Interests of any such new Foreign Subsidiary (provided, that in no event shall more than 65.0% of the voting Equity Interests of any Foreign Subsidiary of the U.S. Borrower be required to be so pledged as security for the Obligations of the U.S. Borrower.

          (c) With respect to each new Subsidiary, the Borrower Representative shall promptly send to the Collateral Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Group Member and (ii) all of the data required to be set forth in Schedules 4.01 and 4.02 with respect to all Subsidiaries of the U.S. Borrower; and such written notice shall be deemed to supplement Schedule 4.01 and 4.02 for all purposes hereof.

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     Section 5.14 Additional Material Real Estate Assets. In the event that any Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, in the case of such Loan Party, promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.01(g) with respect to each such Material Real Estate Asset that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any necessary filing and/or recording, perfected first priority security interest in such Material Real Estate Assets and, if applicable, such agreements shall be promptly elevated to the status of Spanish Public Document. In addition to the foregoing, in the case of the Borrowers, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.

     Section 5.15 Additional Collateral. With respect to any assets or property acquired, developed or created after the Closing Date by any Group Member that is, or pursuant to Section 5.13 becomes, a Loan Party (other than (a) any assets or property described in Section 5.13 or Section 5.14 and (b) any assets or property subject to a Lien expressly permitted by Section 6.02 (n)) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected first priority Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Documents or such new Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority Lien in such assets or property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the applicable Secured Parties, a perfected first priority Lien in such assets or property, including without limitation, authorizing the Collateral Agent to file UCC financing statements and Intellectual Property Security Agreements in such jurisdictions as may be required by the U.S. Security Agreements, or by law or as may be requested by the Collateral Agent (subject, in the case of Foreign Loan Parties, to the Agreed Security Principles) and if applicable, any such Security Document (or amendment thereto) will be promptly elevated to the status of Spanish Public Document.

     Section 5.16 Interest Rate Protection. No later than ninety (90) days following the Closing Date and at all times thereafter until the third anniversary of the Closing Date, obtain and cause to be maintained protection against fluctuations in interest rates pursuant to one or more Interest Rate Agreements in form and substance reasonably satisfactory to the Administrative Agent, in order to ensure that no less than 50% of the aggregate principal amount of the total long term Indebtedness for borrowed money of the Group then outstanding is either (a) subject to such Interest Rate Agreements or (b) Indebtedness that bears interest at a fixed rate.

     Section 5.17 Further Assurances. At any time or from time to time upon the request of the Administrative Agent, at the expense of the Loan Parties, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent or the Collateral Agent may reasonably request in order to effect fully the purposes of the Loan Documents or to more fully perfect or renew the rights of the Administrative Agent or the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or

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proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member which may be deemed to be part of the Collateral), subject, in the case of Foreign Loan Parties, to the Agreed Security Principles. In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as the Administrative Agent or the Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of each Group Member. Upon the exercise by the Administrative Agent or the Collateral Agent of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which required any consent, approval, recording, qualification or authorization of any Governmental Authority, the U.S. Borrower or the applicable Loan Party will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be required to obtain from such Loan Party for such consent, approval, recording, qualification or authorization.

     Section 5.18 Foreign Bank Accounts and Cash held by Foreign Group Member.

          (a) Subject to paragraph (b) below, no Foreign Loan Party will or will permit any of its Subsidiaries to maintain, at any time, any cash in excess of €10,000,000 in the aggregate on deposit with a bank other than an Acceptable Bank.

          (b) No Foreign Loan Party shall be required to cause any Subsidiary to transfer any cash under clause (a) if doing so would cause such Foreign Loan Party or such Subsidiary to (i) incur a material U.S. federal income Tax liability (except to the extent such liability is avoidable through use of commercially reasonable efforts) or other material cost or expense or (ii) breach any applicable law or Contractual Obligation or result in personal liability for such Foreign Loan Party or such Subsidiary or any of their respective directors or management (except to the extent such breach or liability is avoidable through use of commercially reasonable efforts).

     Section 5.19 Cash Management Systems. Each Group Member shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent. Notwithstanding any of the foregoing, with respect to any deposit account or investment account of any Group Member in which Collateral Agent does not have a perfected first priority Lien pursuant to a control agreement, the Parent shall (or shall cause such Group Member to) ensure that no more than $25,000,000 in the aggregate (calculated on an average weekly balance basis over the preceding three-month period) is held in all such accounts in the aggregate (other than any account designated in good faith to the Administrative Agent as a payroll account or a trust account, such account being in the name of a Loan Party despite holding the cash and Cash Equivalents of another Person (other than a Loan Party) as beneficiary, accounts in connection with self-insurance, or accounts of the Group within thirty (30) days of any Permitted Acquisition with respect thereto.

     Section 5.20 Guarantor Coverage Test. As of each date of delivery of the Guarantor Coverage Certificate as required by Section 5.01(c), the Borrowers shall ensure that:

          (a) the aggregate (without duplication) earnings before interest, tax, depreciation and amortization (calculated in accordance with the defined term “Consolidated

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Adjusted EBITDA”) attributable to (i) the Loan Parties as a group (taking each entity on an unconsolidated basis and excluding all intercompany items) shall be no less than 85% of the earnings before interest, tax, depreciation and amortization of the Group and (ii) each Subsidiary of the Parent (other than a Loan Party) on an individual basis is no more than 3.0% of the earnings before interest, tax, depreciation and amortization of the Group;

          (b) the aggregate (without duplication) total Consolidated Total Assets of (i) the Loan Parties as a group (taking each entity on an unconsolidated basis and excluding all intercompany items) shall be no less than 85% of the total Consolidated Total Assets of the Group and (ii) each Subsidiary of the Parent (other than a Loan Party) on an individual basis is no more than 3.0% of the total Consolidated Total Assets of the Group; and

          (c) the aggregate (without duplication) turnover attributable to (i) the Loan Parties as a group (taking each entity on an unconsolidated basis and excluding all intercompany items) shall be no less 85% of the aggregate turnover of the Group and (ii) each Subsidiary of the Parent (other than a Loan Party) on an individual basis is no more than 3.0% of the aggregate turnover of the Group.

For purposes of this Section 5.20, only the Borrowers and each other Loan Party which has provided a guarantee for all of the Obligations shall be included as Loan Parties.

     Section 5.21 “Know Your Customer” Checks. If in connection with (a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Agreement Execution Date, (b) any change in the status of a Loan Party after the Agreement Execution Date, (c) the addition of any Guarantor pursuant to Section 5.13 or (d) any proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that was not previously a Lender hereunder, the Administrative Agent or any Lender (or, in the case of clause (d) above, any prospective Lender) requires additional information in order to comply with “know your customer” or similar identification procedures, each Loan Party shall, promptly upon the request of the Administrative Agent or such Lender, provide such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or such Lender (for itself or, in the case of the event described in clause (d) above, on behalf of any prospective Lender) in order for the Administrative Agent, such Lender or such prospective Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.

     Section 5.22 ERISA Ensure that all Pension Plans operated or maintained for the benefit of the Group Members or any of its ERISA Affiliates and/or any of their respective employees are (a) funded to the extent required by law and the terms of such plans based on reasonable actuarial assumptions, and (b) operated or maintained as required by law and the terms of such plans, where, in any such case, failure to do so could reasonably be expected to result in a Material Adverse Effect.

     Section 5.23 Delivery of Post-Closing Date Collateral Documentation. Deliver to the Collateral Agent all agreements, instruments and other items specified in Section 3.01(g), (h) and

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(i) (which were not delivered on the Closing Date) on or prior to the date which is forty-five (45) days after the Closing Date or such later date as the Collateral Agent may agree.

ARTICLE VI.
NEGATIVE COVENANTS

     Each Loan Party covenants and agrees that, on and after the Closing Date, so long as any Commitment is in effect and until payment in full of all Obligations (other than (a) obligations under Hedge Agreements not yet due and payable and (b) contingent indemnification obligations not yet due and payable) and cancellation or expiration of all Letters of Credit (or collateralization thereof in a manner acceptable to the Issuing Bank), such Loan Party shall not, nor shall it cause or permit any of its Subsidiaries to:

     Section 6.01 Indebtedness. Directly or indirectly, create, incur, assume, guaranty or suffer to exist any Indebtedness, except:

          (a) the Obligations;

          (b) (i) Indebtedness of (x) the Escrow Issuer or the U.S. Borrower, as applicable, in respect of the Senior Notes or (y) the U.S. Borrower in respect of any and all Bridge Loans and Bridge Permanent Financing, in an aggregate principal amount not to exceed $1,100,000,000 and guaranty obligations of any Guarantor in respect of such Indebtedness (provided, that in the case of any guaranty of the Senior Notes (and/or Bridge Loans or Permanent Bridge Refinancing, as applicable) by a Subsidiary that is not a Guarantor, such Subsidiary becomes a Guarantor under this Agreement (and/or the Bridge Loan Agreement, if applicable) at or prior to the time of such guaranty), and (ii) any Permitted Refinancing of the foregoing;

          (c) Indebtedness of any Subsidiary of the Parent owed to the Parent or any Borrower or to any other Subsidiary of Parent, or of the Parent or any Borrower owed to any Subsidiary of the Parent; provided, that (i) all such Indebtedness if owed to a Loan Party, shall be subject to a first priority lien pursuant to the Security Documents, (ii) all such Indebtedness shall be unsecured and, if owed by a Loan Party to a non-Loan Party, subordinated in right of payment to the payment in full of the Obligations pursuant to customary intercompany subordination terms reasonably acceptable to the Administrative Agent, (iii) any payment by any such Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to such Borrower or to any of its Subsidiaries for whose benefit such payment is made and (iv) such Indebtedness is permitted as an Investment under Section 6.06(d);

          (d) unsecured Indebtedness of either Borrower, the net proceeds of which are used solely to consummate Permitted Acquisitions; provided, that in each case, that (i) such Indebtedness matures at least six (6) months after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Tranche B of the Term Loan Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (ii) hereof), (ii) has terms and conditions (other than interest rate, redemption premiums and subordination terms),

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taken as a whole, that are not materially less favorable to the Group than the terms and conditions customary at the time for high-yield senior unsecured debt securities issued in a public offering and (iii) if guaranteed, is guaranteed only by Guarantors; provided, that both immediately prior to and after giving effect to the incurrence thereof, (A) no Default or Event of Default shall exist or result therefrom and (B) the Group shall be in compliance with the financial covenants set forth in Section 6.07 on a pro forma basis after giving effect to such Permitted Acquisition as of the last day of the Fiscal Quarter most recently ended;

          (e) Indebtedness incurred by any Group Member arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Indebtedness consisting of the deferred purchase price of assets or property acquired in an acquisition), in connection with acquisitions or dispositions of any business, assets or Subsidiary of any Group Member;

          (f) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, insurance, surety bonds, statutory, appeal bonds or similar obligations incurred in the ordinary course of business;

          (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

          (h) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of any Group Member;

          (i) guaranties by any Borrower of Indebtedness of a Guarantor or guaranties by a Guarantor of Indebtedness of any Borrower or another Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred by such Guarantor pursuant to this Section 6.01 (other than clauses (b) and (c) of this Section 6.01); provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;

          (j) Indebtedness existing on the Closing Date which is described in Schedule 6.01 and any Permitted Refinancing thereof;

          (k) Indebtedness in an amount not to exceed at any time $200,000,000, which is incurred with respect to Capital Leases or constitutes purchase money Indebtedness provided, that any such purchase money Indebtedness shall (i) be secured only by the asset acquired in connection with the incurrence of such Indebtedness, (ii) be incurred within 180 days of the acquisition of the relevant equipment or other asset and (iii) constitute not less than 75.0% of the aggregate consideration paid with respect to such asset;

          (l) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by any Group Member, in each case after the Closing Date as the result of a Permitted Acquisition, in an aggregate amount not to exceed $350,000,000 at any one time outstanding, provided, that (A) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof and (B) such Indebtedness is not guaranteed in any respect by any Group Member (other than by any such

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person that so becomes a Subsidiary) and (ii) any Permitted Refinancing thereof; provided, that (A) the direct and contingent obligors with respect to such Indebtedness are not changed and (B) such Indebtedness shall not be secured by any assets other than the assets securing the Indebtedness being renewed, extended or refinanced;

          (m) Indebtedness related to Hedge Agreements; provided, that in each case such Indebtedness shall not have been entered into for speculative purposes;

          (n) (i) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to any of the Borrowers or the Guarantors and (ii) Indebtedness of a Group Member consisting of Standard Securitization Undertakings, in an aggregate amount not to exceed at any time $200,000,000; provided, that in each case, the Net Cash Proceeds with respect to such Indebtedness are used to repay Term Loans and will be applied as set forth in Section 2.15(b);

          (o) to the extent constituting Indebtedness, (i) deferred compensation to employees of any Borrower and its Subsidiaries in the ordinary course of business, (ii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law, (iii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business, (iv) reserves established by a Group Member for litigation or tax contingencies and (v) the BBVA ‘B’ Share Transaction;

          (p) Indebtedness in an amount not to exceed $20,000,000 issued in lieu of cash payments of Restricted Payments permitted by Section 6.04(f); provided, that such Indebtedness is subordinated to the Obligations on customary intercompany subordination terms reasonably acceptable to the Administrative Agent;

          (q) Indebtedness incurred by a Borrower or any of its Subsidiaries in respect of workers compensation claims, health, disability or other employee benefits or property casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims and other obligations of a similar nature, in each case, in the ordinary course of business;

          (r) other Indebtedness in an amount not to exceed at any time $250,000,000; provided that only up to $100,000,000 of such Indebtedness may be incurred pursuant to this clause (r) by a Subsidiary that is not a Loan Party; and

          (s) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (r) above.

     Section 6.02 Liens. Directly or indirectly, create, incur, assume or permit to exist any Lien on any property, revenue or asset of any kind of any Loan Party or any of its Subsidiaries, whether now owned or hereafter acquired, except:

          (a) Liens granted pursuant to any Loan Document in favor of the Collateral Agent for the benefit of Secured Parties;

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          (b) Liens for Taxes, assessments or governmental charges not at the time delinquent or to the extent obligations with respect to such Taxes, assessments or governmental charges are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and so long as adequate reserves or other appropriate provisions as shall be required in conformity with GAAP (or IFRS, as applicable) shall have been made therefor and Liens for Taxes assessed on Real Estate Assets that are not delinquent;

          (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of ten (10) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP (or IFRS, as applicable) shall have been made for any such contested amounts

          (d) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of governmental insurance or benefits, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations including obligations to secure health, safety and environmental obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness);

          (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of any Group Member;

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

          (g) Liens solely on any cash earnest money deposits made by any Group Member in connection with any letter of intent or purchase agreement permitted hereunder;

          (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

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

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

          (k) non-exclusive outbound licenses of Patents, Copyrights, Trademarks and other Intellectual Property rights granted by any Group Member in the ordinary course of

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business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of such Group Member taken as a whole;

          (l) Liens in favor of vendors of goods arising as a matter of law securing the payment of the purchase price therefor so long as such Liens attach only to the purchased goods;

          (m) Liens existing on the Closing Date which are described in Schedule 6.02 and any extension, renewal, or replacement of a Lien described in said schedule securing the Indebtedness secured by such scheduled Lien on the Closing Date or any Permitted Refinancing thereof; provided, that such extension, renewal or replacement Lien is limited to the assets that are secured by such scheduled Lien;

          (n) Liens securing Indebtedness permitted pursuant to Section 6.01(k); provided, that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness;

          (o) Liens securing Indebtedness permitted by Section 6.01(l); provided that any such Lien shall encumber only those specific tangible assets which secured such Indebtedness at the time such assets were acquired by the Group;

          (p) Liens arising from judgments in circumstances not constituting an Event of Default under Section 8.01(h);

          (q) Liens on Securitization Assets or a Securitization Subsidiary’s other assets arising in connection with a Qualified Securitization Financing;

          (r) Liens arising by virtue of any statutory, contractual or common law provision relating to banker’s liens, rights of set-off or similar rights (i) relating to the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness and (ii) relating to pooled deposit or sweep accounts of any Group Member to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Group;

          (s) Liens deemed to exist in connection with Investments in Cash Equivalents of the type described in clause (d) of the definition thereof.

          (t) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.06 to be applied against the purchase price for such Investment and (ii) consisting of an agreement to dispose of any property in an Asset Disposition permitted pursuant to Section 6.08, in each case solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

          (u) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance to any Borrower or any of its Subsidiaries;

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          (v) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts and (iii) in favor of a banking or other financial institution in each case arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;

          (w) Liens (i) on assets of Subsidiaries which are not Guarantors, do not constitute Collateral and would not otherwise be required to become Collateral under the Security Documents, and (ii) on assets securing Indebtedness or other obligations in an aggregate amount not to exceed $50,000,000.

          Section 6.03 No Further Negative Pledges. Enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations except with respect to (a) this Agreement and the other Loan Documents, (b) specific assets or property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Disposition, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the assets or property subject to such leases, licenses or similar agreements, as the case may be), (d) agreements evidencing Indebtedness permitted by Section 6.01(b), (d) and (k) that impose restrictions on the property so acquired and (e) customary provisions in any joint venture agreement or similar agreement prohibiting the pledge of Equity Interests of such joint venture.

     Section 6.04 Restricted Payments. Directly or indirectly through any manner or means nor shall it permit any of its Affiliates directly or indirectly through any manner or means, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Payment except that:

          (a) any Subsidiary of any Borrower may declare and pay dividends or make other distributions; provided, that if such Subsidiary is a Loan Party, it shall only declare and pay dividends or make other distributions ratably to another Loan Party;

          (b) the U.S. Borrower may make regularly scheduled payments of interest in respect of the Senior Notes in accordance with the terms of, and only to the extent required by the documentation governing the Senior Notes;

          (c) the U.S. Borrower may make repurchases of the Senior Notes in an amount not to exceed the Available Amount;

          (d) the Parent may purchase its common stock or common stock options from present or former officers, directors or employees of the Group upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount of payments under this paragraph (net of any proceeds received by the Parent subsequent to the

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Closing Date in connection with resales of any common stock or common stock options so purchased) shall not exceed the Available Amount;

          (e) the Parent may declare and pay cash dividends with respect to its common stock (so long as such declared dividend is actually paid within ninety (90) days of such declaration); provided that the amount of such dividends shall not exceed, at the time any such dividend is declared, (i) during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered by the Chief Financial Officer of the Parent in accordance with Section 5.01 hereof) is greater than 3.75:1.00, $10,000,000 in any Fiscal Year of the Parent; and (ii) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Available Amount;

          (f) the Parent may make repurchases of Equity Interests deemed to occur upon exercise of options, warrants, restricted stock units or similar rights if (i) such Equity Interests represents all or a portion of the exercise price thereof or deemed to occur in connection with the satisfaction of any withholding tax obligation incurred relating to the vesting or exercise of such options, warrants, restricted stock units or similar rights or (ii) such options were granted prior to the Closing Date and the total amount of cash repurchases of such options repurchased do not exceed $5,000,000; and

          (g) the U.S. Borrower may purchase all non-voting Class B common stock of the Parent issued by means of its capital increase pursuant to the BBVA ‘B’ Share Transaction.

     Section 6.05 Restrictions on Subsidiary Distributions. Except as provided herein, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of any Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by such Borrower or any other Subsidiary of any Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to any Borrower or any other Subsidiary of any Borrower, (c) make loans or advances to any Borrower or any other Subsidiary of any Borrower, or (d) transfer, lease or license any of its property or assets to any Borrower or any other Subsidiary of any Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.01(b), (d) and (k) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the assets or property subject to such leases, licenses or similar agreements) or (iii) created by virtue of any transfer of, agreement to transfer with respect to any specific property, assets or Equity Interests permitted to be so transferred under this Agreement.

     Section 6.06 Investments. Directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:

          (a) Investments in cash and Cash Equivalents and Investments that were Cash Equivalents when made;

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          (b) equity Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in any Borrower or any Wholly-Owned Subsidiary Guarantor, including any entity that becomes a Wholly-Owned Subsidiary Guarantor prior to the making of such Investment; provided, that this clause (b) shall not apply to Investments constituting Permitted Acquisitions;

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

          (d) intercompany loans to the extent permitted under Section 6.01(c) and other Investments in Joint Ventures and Subsidiaries which are not Wholly-Owned Subsidiary Guarantors, provided that such Investments (including through intercompany loans) in Joint Ventures and Subsidiaries which are not Wholly-Owned Subsidiary Guarantors, together with any Indebtedness owed by a non-Loan Party to a Loan Party, shall not exceed at any time an aggregate amount of $100,000,000;

          (e) Consolidated Capital Expenditures with respect to the Loan Parties permitted by Section 6.07(c);

          (f) loans and advances to employees, consultants or directors of the Group made in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000;

          (g) Permitted Acquisitions permitted pursuant to Section 6.08;

          (h) Investments in existence on, or pursuant to legally binding written commitments in existence on, the Closing Date as described in Schedule 6.06 and, in each case, any extensions or renewals thereof so long as the amount of any Investment made pursuant to this clause (h) is not increased at any time above the amount of such investment set forth on Schedule 6.06;

          (i) Hedge Agreements entered into for purposes other than speculative purposes;

          (j) accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the ordinary course of business;

          (k) Investments received in the ordinary course of business by any Group Member in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, suppliers and customers arising in the ordinary course of business;

          (l) promissory notes and other non-cash consideration received in connection with Asset Dispositions permitted by Section 6.08;

          (m) Investments made on or around the Closing Date as contemplated by and pursuant to the Merger Agreement;

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          (n) 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;

          (o) Investments of a Subsidiary acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Subsidiary in accordance with Section 6.08 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation; and

          (p) other Investments in an aggregate amount not to exceed $200,000,000 during the term of this Agreement.

     Notwithstanding the foregoing, in no event shall any Loan Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the terms of Section 6.04.

     Section 6.07 Financial Covenants.

          (a) Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 2011, to be less than the correlative ratio indicated:

Fiscal	Interest
Quarter	Coverage Ratio
FQ1 2011	2.20:1.00
FQ2 2011	2.20:1.00
FQ3 2011	2.20:1.00
FQ4 2011	2.25:1.00
FQ1 2012	2.40:1.00
FQ2 2012	2.60:1.00
FQ3 2012	2.80:1.00
FQ4 2012	3.00:1.00
FQ1 2013	3.15:1.00
FQ2 2013	3.30:1.00
FQ3 2013	3.40:1.00
FQ4 2013	3.55:1.00
FQ1 2014	3.80:1.00
FQ2 2014	4.00:1.00
FQ3 2014	4.25:1.00
FQ4 2014	4.50:1.00
FQ1 2015 and thereafter	4.50:1.00

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          (b) Leverage Ratio. Permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 2011, to exceed the correlative ratio indicated:

Fiscal
Quarter	Leverage Ratio
FQ1 2011	6.00:1.00
FQ2 2011	6.00:1.00
FQ3 2011	6.00:1.00
FQ4 2011	5.50:1.00
FQ1 2012	5.10:1.00
FQ2 2012	4.65:1.00
FQ3 2012	4.30:1.00
FQ4 2012	4.00:1.00
FQ1 2013	3.80:1.00
FQ2 2013	3.60:1.00
FQ3 2013	3.40:1.00
FQ4 2013	3.25:1.00
FQ1 2014	3.05:1.00
FQ2 2014 and thereafter	3.00:1.00

          (c) Maximum Consolidated Capital Expenditures. Make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for the Group in excess of the corresponding amount set forth below opposite such Fiscal Year; provided that 50% of any portion of any amount set forth below, if not expended in the Fiscal Year for which it is permitted below, may be carried over for expenditure in the next following Fiscal Year; provided, that if any such amount is so carried over, it will be deemed used in the applicable subsequent Fiscal Year after the amount set forth opposite such Fiscal Year below:

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Fiscal	Consolidated Capital
Year	Expenditures
2011	$50,000,000
2012	$150,000,000
2013	$150,000,000
2014 and thereafter	$175,000,000

Notwithstanding the foregoing, (i) any Group Member shall also be permitted to make any Consolidated Capital Expenditures (A) for replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Cash Proceeds invested pursuant to Section 2.14(a) or Section 2.14(b), (B) for fixed assets, capital assets or equipment (which are not replacement or substitution), to the extent made with Net Cash Proceeds from an Asset Disposition (including any proceeds from dispositions described in clauses (b) and (c) of the definition of Asset Disposition), (C) which constitute a Permitted Acquisition permitted under Section 6.08 and (D) to the extent any expenditure is a use of the Available Amount (including to the extent financed with the issuance of Equity Interests of the Parent, which Equity Interests are not required to prepay Loans pursuant to Section 2.14(d)) and (ii) if the Leverage Ratio as of the last day of any Fiscal Year is less than 3.50:1.00, then the amount of Consolidated Capital Expenditures permitted in the next Fiscal Year as set forth in the table above shall be increased by $50,000,000;

          (d) Debt Service Coverage Ratio. Permit the Debt Service Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending March 31, 2011, to be less than 1.00:1.00.

          (e) Calculation Adjustments. For any testing period ending less than four Fiscal Quarters after the Closing Date:

          (i) “Consolidated Net Cash Interest Expense” shall be annualized for the period from the Closing Date to the relevant testing date, by multiplying Consolidated Net Cash Interest Expense by A/ B, where A=365 and B equals the number of days elapsed since (and including) the Closing Date;

          (ii) “Debt Service Coverage Ratio” shall be calculated as follows:

(A)	“Consolidated Cash Flow for Debt Service” shall be calculated by reference to the actual results of the Group for the period from the Closing Date to the testing date; and
(B)	“Debt Service” shall be calculated by reference to the actual payments by the Group from the Closing Date to the testing date.

     Section 6.08 Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any

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liquidation or dissolution) or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

          (a) any Subsidiary of any Borrower may be merged with or into such Borrower or any Wholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any Borrower or any Wholly-Owned Subsidiary Guarantor; provided, that in the case of such a merger, such Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable shall be the continuing or surviving Person;

          (b) any Subsidiary of any Borrower may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Borrower or any Wholly-Owned Subsidiary Guarantor;

          (c) sales or other dispositions of assets that do not constitute Asset Dispositions;

          (d) Asset Dispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Dispositions made pursuant to this clause (d), are less than 10% of the Consolidated Total Assets of the Group; provided, that (i) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the Parent), (ii) no less than 75.0% thereof shall be paid in cash, (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a) and (iv) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby;

          (e) If no Event of Default shall have occurred and be continuing or shall be caused thereby, (i) Receivables Sales and Project Dispositions and (ii) sales or discounts of accounts receivable, in each case with respect to this clause (ii) without recourse and in the ordinary course of business which are overdue or which a Group Member may reasonably determine are difficult to collect, but in each case only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables);

          (f) any Group Member may enter into licenses or sublicenses of software, trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of such Group Member and could not reasonably be expected to have a Material Adverse Effect;

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

          (h) without limiting the application of any other provision of Article II or this Article VI, dispositions of cash and Cash Equivalents;

          (i) Permitted Acquisitions; provided, that the consideration for such Persons or assets shall not exceed, at any time an aggregate amount of $400,000,000;

          (j) Investments made in accordance with Section 6.06;

          (k) one or more Required Disposals; provided, that such Required Disposals (i) in the aggregate do not contribute or account for more than 10% of pro forma Consolidated Adjusted EBITDA of the Group (including the Acquired Business), taken as a whole, after giving effect to the Merger and without giving effect to any Required Disposals made in order to consummate the Merger Agreement (calculated in accordance with Regulation S-X and including only such adjustments as are deemed appropriate by the Administrative Agent) for the four Fiscal-Quarter period most recently ended prior to the Closing Date for which internal financial statements are available and the four Fiscal-Quarter period commencing after the Closing Date (provided, that in making such calculation, there shall be included any increase in pro forma Consolidated Adjusted EBITDA of the Group (including the Acquired Business) that is, or is expected to be, directly attributable to assets or businesses of the Group (including the Acquired Business) remaining after such Required Disposals that the Administrative Agent reasonably determines replaces the pro forma Consolidated Adjusted EBITDA attributable to the Required Disposals) and (ii) constitute, in the aggregate, no more than 10% of the consolidated balance sheet assets of the Group and the Acquired Business, taken together, on the last day of the four Fiscal-Quarter period most recently ended prior to the Closing Date for which financial statements are available; and

          (l) Asset Dispositions permitted by Section 6.10.

     Section 6.09 Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 6.08, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

     Section 6.10 Sales and Lease-Backs. Directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than to any Group Member), (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Loan Party to any Person (other than to any Group Member) in connection with such lease or (c) is to be sold or transferred by such Loan Party to

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such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Loan Party, excluding any such arrangement to the extent that the fair market value of such property does not exceed $200,000,000 in the aggregate for all such arrangements; provided, that the Group shall comply with the requirements of Section 2.14(a) and (b), to the extent applicable, in connection with any transaction permitted by this Section 6.10; and provided further that any Attributable Indebtedness incurred in connection therewith is otherwise permitted by Section 6.01.

     Section 6.11 Transactions with Shareholders and Affiliates. Directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any management, advisory or similar fees) with any Affiliate of any Group Member on terms that are less favorable to such Group Member than those that might be obtained in a comparable arm’s length transaction at the time from a Person who is not such a holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between any Borrower and any Wholly-Owned Subsidiary Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of any Group Member; (c) compensation arrangements for officers and other employees of any Group Member entered into in the ordinary course of business; (d) any Restricted Payment permitted by Section 6.04 and (e) loans and advances to employees and directors permitted under Section 6.06(f).

     Section 6.12 Conduct of Business. From and after the Closing Date, engage in any business (either directly or through a Subsidiary) other than the businesses engaged in by such Loan Party on the Closing Date and any business reasonably similar, related, complementary or ancillary thereto.

     Section 6.13 Amendments or Waivers of Organizational Documents and Certain Other Documents. Agree to (a) any material amendment, restatement, supplement or other modification to or waiver of any of its Organizational Documents or the Merger Documents which would be adverse as to any Secured Party or (b) any amendment, restatement, supplement, waiver or other modification changing the terms of any Senior Notes, or make any payment consistent with an amendment, restatement, supplement, waiver or other modification thereto, if the effect of such amendment, restatement, supplement, waiver or other modification is to increase the interest rate on such Senior Notes, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto) or change the redemption, prepayment or defeasance provisions of such Senior Notes, or if the effect of such amendment, restatement, supplement, waiver or other modification, together with all other amendments, restatements, supplements, waivers and other modifications made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Senior Notes (or a trustee or other representative on their behalf) which would be adverse to any Loan Party or Lenders.

     Section 6.14 Fiscal Year. Change its Fiscal Year-end from December 31 of each calendar year or change its method of determining Fiscal Quarters.

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     Section 6.15 Centre of Main Interests and Establishments. If such Loan Party’s jurisdiction is in a member state of the European Union, deliberately change its “centre of main interest” (as that term is used in the Regulation) in a manner that could reasonably be expected to result in a Material Adverse Effect.

     Section 6.16 Limitation in Relation to German Loan Parties.

          (a) The provisions of Sections 6.02, 6.03, 6.04, 6.05, 6.08, 6.09, 6.10, 6.11, 6.12 and 6.13 (the “Relevant Restrictive Covenants”) shall not apply to any German Loan Party or any of its Subsidiaries from time to time which is incorporated in or having its “centre of main interest” (as such term is used in the Regulation) in Germany (a “German Group Member”).

          (b) With respect to any transactions not permitted under the Relevant Restrictive Covenants (ignoring for this purpose clause (a) above), each German Loan Party shall give the Administrative Agent notice in writing and in good time of the intention of it or of any German Group Member to carry out any of the acts or take any of the steps referred to in the Relevant Restrictive Covenant, explaining if and how such steps might affect the financial situation of the company or the Group, or the Lenders’ risk and security position. Any such notification shall not be made later than twenty (20) Business Days before such measure shall be implemented, or in case of urgent matters requiring an implementation on shorter notice immediately after the need for the relevant measure arises, provided that, the reasons for such urgent implementation are described in the notification.

          (c) The Administrative Agent shall be entitled within ten (10) Business Days of receipt of the relevant German Loan Party’s notice under clause (b) above to request the relevant German Loan Party (with a copy to the Borrower Representative) to supply to the Administrative Agent in sufficient copies for the Lenders any relevant information in connection with the proposed action or steps referred to in such notice.

          (d) The Administrative Agent shall notify the relevant German Loan Party (with a copy to the Borrower Representative), within ten (10) Business Days of receipt of the relevant German Loan Party’s notice under clause (b) above or, if additional information has been requested by the Administrative Agent under clause (c) above, within ten (10) Business Days of receipt of such information, whether the proposed action or steps under clause (b) above is, or is in the reasonable opinion of the Administrative Agent (acting on the instructions of the Required Lenders), likely to have a Material Adverse Effect or a material adverse consequences for the Lenders’ risk or security position.

          (e) If the proposed action or steps under clause (b) above is considered by the Administrative Agent (acting reasonably and in accordance with clause (d) above) to have a Material Adverse Effect or a material adverse consequences for the Lenders’ risk or security position and the relevant German Loan Party or German Group Member nevertheless takes such action or steps, this shall constitute an Event of Default pursuant

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to clause (o) of Section 8.01 and the Administrative Agent shall consequently be entitled to take (and, if so instructed by the Required Lenders, shall take) any of the steps set out in Section 8.01.

     Section 6.17 Financial Assistance. Fail to comply, where applicable, in all respects with any financial assistance legislation in any Relevant Jurisdiction, including as related to execution of the Security Documents and payment of amounts due under this Agreement.

ARTICLE VII.
GUARANTY

     Section 7.01 Guaranty of the Obligations. Each Guarantor jointly and severally hereby irrevocably and unconditionally guaranties to the Administrative Agent for the ratable benefit of the Secured Parties the due and punctual payment in full of all Obligations of the Borrowers (other than, in the case of the U.S. Borrower, any Guarantor that is a Foreign Subsidiary of the U.S. Borrower) when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (the “Guaranteed Obligations”).

     Section 7.02 Contribution by Guarantors. The Guarantors (respectively, the “Contributing Guarantors”) desire to allocate among themselves, in a fair and equitable manner, the Guaranteed Obligations, respectively, arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share”means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of any Debtor Relief Law; provided, that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 7.02, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.02), minus (b) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the

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other Contributing Guarantors as contributions under this Section 7.02. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among the Contributing Guarantors of their obligations as set forth in this Section 7.02 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.02.

     Section 7.03 Payment by Guarantors. The Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any comparable provision of any other Debtor Relief Law), the Guarantors shall upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of the Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for any Borrower’s becoming the subject of a case under the Bankruptcy Code or any other Debtor Relief Law, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy case or analogous proceeding under any Debtor Relief Law) and all other Guaranteed Obligations then owed to the Secured Parties as aforesaid.

     Section 7.04 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a Guarantor or surety other than payment in full of the applicable Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

          (a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

          (b) the Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between any Borrower and any Secured Party with respect to the existence of such Event of Default;

          (c) the obligations of each Guarantor hereunder are independent of the obligations of each Borrower and the obligations of any other Guarantor (including any other Guarantor) of the obligations of each Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against such Borrower or any of such other Guarantors and whether or not such Borrower is joined in any such action or actions;

          (d) payment by any Guarantor of a portion, but not all, of the applicable Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the applicable Guaranteed Obligations which has not been paid. Without

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limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the applicable Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the applicable Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the applicable Guaranteed Obligations;

          (e) any Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent herewith, the applicable Hedge Agreement, Cash Management Agreement or Treasury Transaction and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents or any Hedge Agreements, Cash Management Agreements or Treasury Transactions; and

          (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the applicable Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, any Hedge Agreements, any Cash Management Agreements or any Treasury Transactions, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Loan Documents, any of the Hedge Agreements, Cash Management Agreements or Treasury

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Transactions or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Loan Document, such Hedge Agreement, such Cash Management Agreement, such Treasury Transaction or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents, any of the Hedge Agreements, any of the Cash Management Agreements, any Treasury Transaction or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of any Group Member and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which any Borrower may allege or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

     Section 7.05 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including any other Guarantor) of the applicable Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other Guarantor from any cause other than payment in full of the applicable Guaranteed Obligations; (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 Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof,

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notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 7.04 and any right to consent to any thereof; and (g) 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 hereof.

     Section 7.06 Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the applicable Revolving Commitments shall have terminated and all applicable Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against any applicable Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any applicable Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against any Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the applicable Revolving Commitments shall have terminated and all applicable Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations (including any such right of contribution as contemplated by Section 7.02). Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against any Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against any Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all applicable Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

     Section 7.07 Subordination of Other Obligations. Any Indebtedness of any Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Secured

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Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

     Section 7.08 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the applicable Revolving Commitments shall have terminated and all applicable Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

     Section 7.09 Authority of Guarantors or the Borrowers. It is not necessary for any Secured Party to inquire into the capacity or powers of any Guarantor or any Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

     Section 7.10 Financial Condition of the Borrowers. Any Credit Extension may be made to any Borrower or continued from time to time, and any Hedge Agreements, Cash Management Agreements and Treasury Transactions may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of such Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Secured Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of such Borrower. Each Guarantor has adequate means to obtain information from each Borrower on a continuing basis concerning the financial condition of each Borrower and its ability to perform its obligations under the Loan Documents, any Hedge Agreements, any Cash Management Agreements or any Treasury Transactions, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of each Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or conditions of any Borrower now known or hereafter known by any Secured Party.

Section 7.11 Bankruptcy, Etc.

          (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy, receivership, liquidation, reorganization or insolvency case (or analogous proceeding under any Debtor Relief Law) or proceeding of or against any Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding (or analogous proceeding under any Debtor Relief Law), voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Borrower or any other Guarantor or by any defense which any Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

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          (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Secured Parties that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve any Borrower of any portion of such Guaranteed Obligations. Guarantors shall permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person under any Debtor Relief Law to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

          (c) In the event that all or any portion of the Guaranteed Obligations are paid by any Borrower, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

     Section 7.12 Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such Asset Disposition.

     Section 7.13 Spanish Guarantor Limitations. In respect of a Spanish Loan Party, the guarantee under this Article 7 does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Sections 143.2 and 150 of the Spanish Companies Act (Ley de Sociedades de Capital).

     Section 7.14 Italian Guarantor Limitations. For the purposes of Article 1938 of the Italian Civil Code, the obligations guaranteed by an Italian Loan Party pursuant to this Article 7 shall not in any event exceed an amount equal to 150% of the aggregate of the Commitment.

     Section 7.15 German Guarantor Limitations.

          (a) To the extent a Guarantor which is a German limited liability company (Gesellschaft mit beschränkter Haftung — GmbH) or a limited partnership (Kommandit-gesellschaft) 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

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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.

          (b) No reduction of the amount enforceable under this guarantee in accordance with this Section 7.15 will prejudice the rights of the Collateral Agent or any Lender to claim to continue enforcing this guaranty until full satisfaction of the guaranteed claims (subject always to the operation of the limitation set out above at the time of such enforcement).

          (c) For the purposes of the calculation of the amount to be paid under Section 7.15(a) the following balance sheet items shall be adjusted as follows:

     (i) the amount of any increase of the Affected German Guarantor’s share capital (Stammkapital) effected in violation of the Agreement shall be deducted from the share capital (Stammkapital); and

     (ii) loans and other contractual liabilities incurred in violation of the provisions of the Agreement shall be disregarded.

          (d) The Affected German Guarantor shall realize, to the extent legally permitted and commercially reasonable, in a situation where it does not have sufficient Net Assets to maintain its stated share capital, any and all of its assets that are shown in its balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the relevant asset is not necessary for its business (betriebsnotwendig).

          (e) Notwithstanding the above, Section 7.15(a)(i) and (ii) shall not apply to any amounts due and payable relating to funds made available and still outstanding under the Agreement which have been made available by a Borrower or another member of the Group to the Affected German Guarantor or its Subsidiaries in any form (including, without limitation, by way of on-lending under an intercompany-loan (weitergeleitetes Gesellschafterdarlehen), a capital infusion or otherwise, if the Affected German Guarantor has entered into a domination or profit and loss sharing agreement or to the extent the Guarantor’s recourse claim (Ausgleichsanspruch) for granting the guarantee or security is of value (werthaltig), in accordance with section 30 (1) of the German Limited Liability Companies Act (GmbH-Gesetz).

          (f) For purposes of this Section 7.15, “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.

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ARTICLE VIII.
EVENTS OF DEFAULT

     Section 8.01 Events of Default. If any one or more of the following conditions or events occur on or after the Closing Date:

          (a) Failure to Make Payments When Due. Failure by any Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to the Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within four (4) Business Days after the date due; or

          (b) Default Under Other Agreements. (i) Failure of any Loan Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Material Indebtedness (other than Material Indebtedness referred to in Section 8.01(a)) in an individual principal amount (or Net Mark-to-Market Exposure), in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Loan Party with respect to any other material term of (A) one or more items of Material Indebtedness in the individual or aggregate principal amounts (or Net Mark-to-Market Exposure) referred to in clause (i) above or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Material Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Material Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Material Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

          (c) Breach of Certain Covenants. Failure of any Loan Party to perform or comply with any term or condition contained in Section 2.06, Sections 5.01(a), 5.01(b), 5.01(c), and 5.01(e), Section 5.02 (solely as to the existence of any Borrower), Section 5.20, Section 5.23 or Article VI; or

          (d) Breach of Representations, Etc. (i) Any Specified Representation or any Company Representation shall prove to have been inaccurate in any material respect, (ii) any representation or warranty in Article IV (other than those included in the foregoing clause (i)) if such had been made by any Loan Party on the Closing Date, would have been inaccurate in any material respect (provided that such inaccuracy will not be an Event of Default hereunder if within thirty (30) days of the Closing Date reasonable steps are being taken to remedy such inaccuracy and such inaccuracy is actually remedied within such period or (iii) any representation, warranty, certification or other statement made or deemed made by any Loan Party in any Loan Document or in any statement or certificate at any time given by any Loan Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made or, to the extent that any such representation, warranty, certification or other statement is already qualified by materiality or material adverse effect, such representation, warranty, certification or other statement shall be false in any respect as of the date made or deemed made; or

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          (e) Other Defaults Under Loan Documents. Any Loan Party shall default in the performance of or compliance with any term contained herein or any of the other Loan Documents, other than any such term referred to in any other Section of this Section 8.01, and such default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an officer of such Loan Party becoming aware of such default or (ii) receipt by the Borrower Representative of notice from the Administrative Agent or any Lender of such default; or

          (f) Involuntary Bankruptcy, Appointment of Receiver, Creditor’s Process, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of any Borrower or any Material Company (other than any Material Company organized under the laws of Germany) in an involuntary case (or analogous proceeding under any Debtor Relief Law) under the Bankruptcy Code or under any other Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case (or analogous proceeding under any Debtor Relief Law) shall be commenced against any Borrower or any Material Company under the Bankruptcy Code or under any other applicable Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, examiner, liquidator, conservator, custodian or other officer having similar powers over any Borrower or any Material Company (other than any Material Company organized under the laws of Germany), or over all or a substantial part of its property, shall have been entered; or (iii) there shall have occurred the involuntary appointment of an interim receiver, trustee, examiner, liquidator, conservator or other custodian of any Borrower or any Material Company (other than any Material Company organized under the laws of Germany) for all or a substantial part of its property; or a warrant of or order for attachment, execution or similar process shall have been issued against any substantial part of the property of any Borrower or any Material Company and any such event described in this clause (iii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or (iv) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a Material Company (other than any Material Company organized under the laws of Germany) exceeding an aggregate value of $100,000,000 (or its equivalent) unless such process is either being contested in good faith and/or proven to be frivolous or vexatious and is discharged within twenty (20) Business Days after commencement; provided, in each case, that notwithstanding the foregoing clauses (i)-(iv), if such Loan Party is a Guarantor whose guaranty is not required for the Borrowers to be in compliance with Section 5.20, no Event of Default shall arise under this clause (f) as a result of the involuntary bankruptcy (or other analogous events described in this clause (f)) of such Loan Party; or

          (g) Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Any Borrower or any Material Company shall have an order for relief entered with respect to it or shall commence a voluntary case (or analogous proceeding under any Debtor Relief Law) under the Bankruptcy Code or under any other Debtor Relief Law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case (or analogous proceeding under any Debtor Relief Law), or to the conversion of an involuntary case to a voluntary case (or analogous proceeding under any Debtor Relief Law), under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee, examiner, liquidator, conservator or other custodian for all or a substantial part of its property; or any Borrower or any Material Company shall make any assignment for the benefit of creditors; or (ii) any Borrower or any

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Material Company shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) or shareholders of any Borrower or any Material Company, or any committee thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.01(f); provided, that notwithstanding the foregoing, if such Loan Party is a Guarantor whose guaranty is not required for the Borrowers to be in compliance with Section 5.20, no Event of Default shall arise under this clause (g) as a result of the filing of bankruptcy (or other analogous events described in this clause (g)) of such Loan Party; or

          (h) German Proceedings. Without limitation of clauses (f) and (g) of this Article VIII, with respect to any Material Company organized under the laws of Germany: (i) an involuntary petition for insolvency proceedings in respect of its assets (Antrag auf Eröffnung eines Insolvenzverfahrens) is filed and not dismissed within sixty (60) days; (ii) any event occurs which constitutes a cause for the initiation of insolvency proceedings (Eröffnungsgrund) as set forth in Section 17 (Zahlungsunfähigkeit) or 19 (Überschuldung) of the German Insolvency Act (Insolvenzordnung); (iii) an insolvency court taking steps as set out in Section 21 of the German Insolvency Act (Insolvenzordnung); or (iv) a court order for commencement of insolvency proceedings (Insolvenzeröffnungsbeschluss) or for rejection of insolvency proceedings due to lack of funds (Abweisungsbeschluss mangels Masse) is made; or

          (i) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving an amount in excess of $100,000,000 individually or in the aggregate at any time (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against any Loan Party or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days (or in any event later than five (5) days prior to the date of any proposed sale thereunder); or

          (j) Unlawfulness and Invalidity. (i) It is or becomes unlawful for any Loan Party to perform any of its material obligations under the Loan Documents or any Security Document, or any Security Document ceases to be effective, (ii) any material obligation or obligations of any Loan Party under any of the Loan Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Loan Documents, or (iii) any material Loan Document ceases to be in full force and effect or any Security Document ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it to be ineffective.

          (k) Dissolution. Any order, judgment or decree shall be entered against any Borrower or any Material Company decreeing the dissolution or split up of such Borrower or Material Company, as the case may be, and such order shall remain undischarged or unstayed for a period in excess of sixty (60) days; provided, that notwithstanding the foregoing, if such Loan Party is a Guarantor whose guaranty is not required for the Borrowers to be in compliance with Section 5.20, no Event of Default shall arise under this clause (j) as a result of the dissolution or split up of such Person; or

          (l) Employee Benefit Plans. There shall occur (i) one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in a

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Material Adverse Effect or (ii) the ERISA Event described in clause (b) of the definition thereof unless such ERISA Event (A) is solely due to an administrative error which is corrected as soon as practicable following knowledge thereof and (B) could not reasonably be expected to result in a liability in excess of $25,000,000; or

          (m) Guaranties, Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Security Documents with the priority required by the relevant Security Document, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control, or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Security Documents; or

          (n) Cessation of Business. Any Borrower or any Material Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business (other than as a result of a disposal of assets or merger permitted under this Agreement); or

          (o) German Loan Parties’ Breach of Relevant Restrictive Covenants. A German Loan Party or German Group Member does not comply with a Relevant Restrictive Covenant after the Collateral Agent has confirmed in accordance with Section 6.16 that it considers the relevant action or step to have material adverse consequences for the Lenders’ risk or security position; or

          (p) Material Adverse Effect. There occurs any event, circumstance or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect on the Group.

THEN, (a) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g) with respect to any Group Member organized under the laws of a state of the United States, automatically, and (b) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Lenders, (i) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, the obligation of the Issuing Bank to issue any Letter of Credit, the obligation of the Swing Line Lender to make any Swing Line Loan and the obligation to make loans under any Ancillary Facility shall immediately terminate; (ii) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (A) the unpaid principal amount of and accrued

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interest on the Loans, (B) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), (C) all amounts due under any Ancillary Facility and (D) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (iii) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; (iv) the Administrative Agent shall direct the Borrower Representative to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.01(f) and (g) to pay) to the Administrative Agent such additional amounts of cash as reasonably requested by the Issuing Bank, to be held as security for each Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding; and (v) the Administrative Agent and the Collateral Agent may exercise on behalf of themselves, the Lenders, the Issuing Bank and the other Secured Parties all rights and remedies available to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Bank under the Loan Documents or under applicable law or in equity.

ARTICLE IX.
AGENTS

     Section 9.01 Appointment of Agents. DBNY is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes DBNY to act as the Administrative Agent and the Collateral Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each of the Arrangers and each Bookrunner shall be released from the restrictions of Section 181 of the German Civil Code (BGB — Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers and the Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers and the Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

     Section 9.02 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such

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Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. In the event that any obligations (other than the Obligations) are permitted to be incurred hereunder and secured by Liens permitted to be incurred hereunder on all or a portion of the Collateral, each Lender authorizes the Administrative Agent to enter into intercreditor agreements, subordination agreements and amendments to the Security Documents to reflect such arrangements on terms acceptable to the Administrative Agent. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary relationship or other implied duties in respect of any Lender, any Loan Party or any other Person; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under the agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

     Section 9.03 General Immunity.

          (a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, or for the creation, perfection or priority of any Lien, or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party or to any Agent or Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of any Group Member or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

          (b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted by any Agent (A) under or in connection with any of the Loan Documents or (B) with the consent or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) except to the extent caused by

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such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure of any Loan Party to perform its obligations under this Agreement or any other Loan Document. No Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.05) and, upon receipt of such instructions from Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for a Group Member), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.05).

          (c) Delegation of Duties. Each of the Administrative Agent and the Collateral Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by it and to grant an exemption from any restrictions to any sub-delegate. Each of the Administrative Agent, the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.03 and of Section 9.06 shall apply to any of the Affiliates of the Administrative Agent or the Collateral Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Collateral Agent, as applicable. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.03 and of Section 9.06 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent or the Collateral Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and

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privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

          (d) Notice of Default or Event of Default. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to such Agent by a Loan Party or a Lender. In the event that the Administrative Agent shall receive such a notice, the Administrative Agent shall give notice thereof to the Lenders, provided that failure to give such notice shall not result in any liability on the part of the Administrative Agent.

     Section 9.04 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder in its capacity as a Lender as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with the U.S. Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the U.S. Borrower for services in connection herewith and otherwise without having to account for the same to Lenders. The Lenders acknowledge that pursuant to such activities, the Agents or their Affiliates may receive information regarding any Loan Party or any Affiliate of any Loan Party (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Agents and their Affiliates shall be under no obligation to provide such information to them.

     Section 9.05 Lenders’ Representations, Warranties and Acknowledgment.

          (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Group in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Group. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

          (b) Each Lender, by delivering its signature page to this Agreement, an Assignment Agreement and funding its Tranche A Term Loan, Tranche B Term Loan and/or Revolving Loans on the Closing Date, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other

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document required to be approved by any Agent, Required Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such Loans.

     Section 9.06 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent to the extent that such Agent shall not have been reimbursed by any Loan Party (and without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

     Section 9.07 Successor Administrative Agent, Collateral Agent and Swing Line Lender. The Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to the Lenders and the Borrower Representative. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower Representative and the Required Lenders and so long as such successor Administrative Agent shall be either one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, having a combined capital and surplus of at least $500,000,000, and the Administrative Agent’s resignation shall become effective on the earlier of (a) the acceptance of such successor Administrative Agent by the Borrower Representative and the Required Lenders or (b) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five (5) Business Days’ notice to the Borrower Representative, to appoint a successor Administrative Agent. If neither Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent; provided, that until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower Representative and Required Lenders, may retain its role as the Collateral Agent under any Security Document. Except as provided in the preceding sentence, any resignation of DBNY or its successor as the Administrative Agent

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pursuant to this Section shall also constitute the resignation of DBNY or its successor as the Collateral Agent. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9.07 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (a) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (b) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. If the Administrative Agent is retaining its role as Collateral Agent, the actions enumerated in the preceding sentence will be modified to account for such retained role. Any successor Administrative Agent appointed pursuant to this Section 9.07 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If DBNY or its successor as the Administrative Agent pursuant to this Section 9.07 has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor the Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, DBNY or its successor may resign as the Collateral Agent upon notice to the Borrower Representative and Required Lenders at any time.

          (a) In addition to the foregoing, the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the Loan Parties. The Administrative Agent shall have the right to appoint a financial institution as the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower Representative and the Required Lenders and the Collateral Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Collateral Agent by the Borrower Representative and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, Required Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, the successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement and the Security Documents, and the retiring Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Security Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Security Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and

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obligations under this Agreement and the Security Documents. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent hereunder.

          (b) Any resignation of DBNY or its successor as the Administrative Agent pursuant to this Section 9.07 shall also constitute the resignation of DBNY or its successor as the Swing Line Lender and Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section 9.07 shall, upon its acceptance of such appointment, become the successor the Swing Line Lender and an Issuing Bank (in accordance with Section 2.04(h)) for all purposes hereunder. In such event (i) the U.S. Borrower shall prepay any outstanding Swing Line Loans made by the retiring Administrative Agent in its capacity as Swing Line Lender, (ii) upon such prepayment, the retiring Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the U.S. Borrower for cancellation and (iii) the U.S. Borrower shall issue, if so requested by the successor Administrative Agent and the Swing Line Lender, a new Swing Line Note to the successor Administrative Agent and the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions.

     Section 9.08 Security Documents and Guaranty.

          (a) Agents under Security Documents and Guaranty. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Security Documents which are not German Security Documents; provided, that except as expressly set forth herein, neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations. Subject to Section 10.05, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable may execute any documents or instruments necessary (i) in connection with a sale or disposition of assets permitted by this Agreement, to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.05) have otherwise consented or (ii) to release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.05) have otherwise consented. Without limiting the generality of the foregoing, each Secured Party appoints the Administrative Agent and the Collateral Agent, as applicable, to act as its agent in connection with the ratification and incorporation of any Spanish Security Document into a Spanish Public Document, and hereby authorizes each of the Administrative Agent and the Collateral Agent to enter into, enforce their rights under and generally represent them in respect of the granting of Spanish Public Document.

          (b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrowers, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce

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the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

          (c) Rights under Hedge Agreements. No Hedge Agreement shall create (or be deemed to create) in favor of any Lender Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents except as expressly provided in Sections 2.15(d) and 10.05(c)(v) of this Agreement and Section 10 of the U.S. Security Agreements. By accepting the benefits of the Collateral, such Lender Counterparty shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this clause (c).

          (d) Release of Collateral and Guarantees, Termination of Loan Documents.

          (i) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than contingent indemnification obligations not yet due and payable and obligations under Hedge Agreements) have been paid in full, all Commitments have terminated or expired or been cancelled and no Letter of Credit shall be outstanding (or if any Letter of Credit remains outstanding, each such Letter of Credit shall have been backstopped or cash collateralized to the reasonable satisfaction of the Issuing Bank), upon request of the Borrower Representative, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Lender or any Lender Counterparty) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation, examinership, receivership or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor, liquidator, examiner or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

          (ii) Upon any disposition of property permitted by this Agreement, any security interest in such property provided for in any Security Document shall be deemed

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to be automatically released and such property shall automatically revert to the applicable Loan Party with no further action on the part of any Person. The Collateral Agent shall, at the applicable Loan Party’s expense, execute and deliver or otherwise authorize the filing of such documents as such Loan Party shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

          (e) Powers of Attorney. At the request of the Administrative Agent and/or the Collateral Agent, which request may be made from time to time, each of the Lenders party hereto agrees to execute and grant a power of attorney in favor of (and in form and substance satisfactory to) the Collateral Agent and/or the Administrative Agent to the extent necessary under local law in order to give effect to the provisions of this Section 9.08. To the extent a Lender notifies the Administrative Agent in writing that it is prohibited by its governing documents or by requirements of law from providing such power of attorney, and the Administrative Agent and/or Collateral Agent determines that documentation executed by such Lender is reasonably necessary to effectuate the provisions of this Section 9.08, each such Lender undertakes for so long as it is Lender to join the Administrative Agent and or Collateral Agent (as requested by such agent) in any action to give effect to the provisions of this Section 9.08 and for the avoidance of doubt, such Lender shall abide by and act, or refrain from acting, in accordance with, any decision of the Lenders made in accordance with this Agreement.

     Section 9.09 Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

     Section 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or other applicable law or any other judicial proceeding relative to any Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the other Secured Parties (including fees, disbursements and other expenses of counsel) allowed in such judicial proceeding and (b) to collect and receive any monies or other property payable or

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deliverable on any such claims and to distribute the same. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and other Secured Party to make such payments to the Administrative Agent. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or other Secured Party to authorize the Administrative Agent to vote in respect of the claim of such Person or in any such proceeding.

     Section 9.11 Administrative Agent’s “Know Your Customer” Requirements. Each Lender shall promptly, upon the request of the Administrative Agent, provide such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.

     Section 9.12 Spanish Collateral Agent. Notwithstanding the generality of this Article IX, each of the Secured Parties party hereto on the Closing Date shall grant a power of attorney in favor of (and in form and substance satisfactory to) the Collateral Agent to administer and enforce remedies with respect to the Spanish Security, which shall be granted in favor of each and all of the Secured Parties, that is subject to any Spanish Security Document for and on behalf of the Lenders pursuant to the provisions of this Agreement. At the request of the Administrative Agent or the Collateral Agent, which request may be made from time to time, each Lender party hereto from time to time will sign such powers of attorney as requested by the Administrative Agent or Collateral Agent which are necessary to cause any Spanish Security Document to be elevated to the status of a Spanish Public Document.

     Section 9.13 Italian Collateral Agent. Notwithstanding the generality of this Article IX, with reference to the Italian Security Documents and any Guarantor incorporated under Italian law:

          (a) The Collateral Agent will act as “mandatario con rappresentanza” hereby duly appointed by the Secured Parties to act in their name and on their behalf for the purposes and within the limits set out in this Agreement; and

          (b) Each of the Secured Parties (other than the Collateral Agent) hereby:

          (i) Appoints, with the express consent pursuant to articles 1394 and 1395 of the Italian Civil Code, the Collateral Agent to be its mandario con rappresentanza and common representative for the purpose of executing in the name and on behalf of the Secured Parties the Italian Security Documents;

          (ii) Grants the Collateral Agent the power to negotiate and approve the term and conditions of the Italian Security Documents, execute any other agreement or instrument, give or receive any notice or declaration, identify and specify to third parties the names of the Secured Parties at any given date, and take any other action in relation to

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the creation, perfection, maintenance, enforcement and release of the Italian Security Documents created thereunder in the name and on behalf of the Secured Parties;

          (iii) Confirms that in the event that any security created under the Italian Security Documents remains registered in the name of a Secured Party after it has ceased to be a Secured Party, then the Collateral Agent shall remain empowered to execute a release of such security in its name and on its behalf;

          (iv) Undertakes to ratify and approve any such action taken in the name and on behalf of the Secured Parties by the Collateral Agent acting in its appointed capacity; and

          (v) Undertakes, in case of resignation by the Collateral Agent or if for any reason whatsoever the Collateral Agent ceases to act as Collateral Agent for the purpose of this Agreement and/or the Italian Security Documents, to appoint a Lender as the new Collateral Agent for the Italian Security Documents, it being understood that in such case each of the Secured Parties (other than the Collateral Agent) confirms the undertakings set forth under this paragraph (b) also with respect to such new Collateral Agent.

     Section 9.14 German Collateral Agent. Notwithstanding the generality of this Article IX:

          (a) Each of the Secured Parties confirms the appointment of the Collateral Agent as agent, administrator and trustee (Treuhänder) for the purpose of accepting, holding on trust (Treuhand), administering and enforcing remedies with respect to the German Security that is subject of any German Security Document for and on behalf of the Lenders pursuant to the provisions of this Agreement.

          (b) The Collateral Agent accepts such appointment and, in particular, accept their respective appointments as a trustee (Treuhänder), agent and administrator of the German Security on the terms and subject to the conditions set forth in this Agreement.

          (c) The Collateral Agent, as applicable, shall:

          (i) hold, administer and, as the case may be, enforce any German Security which is security assigned or otherwise transferred (Sicherungsübereignung/ Sicherungsabtretung) under the laws of Germany under a non-accessory security right (nicht akzessorische Sicherheit) to it as a trustee (Treuhänder) in its own name but for the benefit of the Secured Parties; and

          (ii) as applicable, administer and, as the case may be, enforce, any German Security which is pledged under the laws of Germany (Verpfändung) or otherwise transferred in accordance with the laws of Germany to (i) it in its own name but for the benefit of the Secured Parties as well as (ii) any of the Secured Parties under an accessory security right (akzessorische Sicherheit) in the name and for and on behalf of the Secured Parties.

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          (d) Each Secured Party hereby authorizes the Collateral Agent to accept, as its representative (Stellvertreter), any German Security created in favor of such Secured Party.

          (e) Each Secured Party hereby authorizes (bevollmächtigt) the Collateral Agent (with the right of sub-delegation) to enter into any Security Document evidencing German Security and to make and accept all declarations and take all actions as it considers necessary or useful in connection with such German Security on behalf of such Secured Party. The Collateral Agent shall further be entitled to rescind, amend and/or execute new and different documents securing such German Security.

          (f) For the purposes of performing its rights and obligations as Collateral Agent hereunder, each Secured Party hereby authorizes the Collateral Agent to act as its agent (Stellvertreter), and releases the Collateral Agent from the restrictions imposed by Section 181 of the German Civil Code (BGB), and similar restrictions under any other applicable law. The Collateral Agent is hereby authorized to delegate this power of attorney, including the release from such restrictions. At the request of the Collateral Agent, each Secured Party shall provide the Collateral Agent with a separate written power of attorney (Spezialvollmacht) for the purposes of executing any relevant agreements and documents on their behalf.

          (g) Each Secured Party hereby ratifies and approves all acts previously done by the Collateral Agent on such Secured Party’s behalf.

     Section 9.15 Parallel Debt

          (a) For the purpose of establishing a valid Lien pursuant to any Security Document governed by German law each Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (where applicable, by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis)) to pay to the Collateral Agent amounts equal to any amounts owing from time to time by that Loan Party to any Secured Party under the Loan Documents, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (as each may be amended, varied, supplemented or extended from time to time) whether for principal, interest, (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, as and when those amounts are due (its “Corresponding Debt”), and each Secured Party consents to each Loan Party’s undertaking pursuant to this paragraph (a).

          (b) Each party to this Agreement acknowledges that the obligations of each Loan Party under a Parallel Debt are several and are separate and independent from, and shall not in any way limit or affect, the relevant Corresponding Debt under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction nor shall the amounts for which each Loan Party is liable under a Parallel Debt be limited or affected in any way by its relevant Corresponding Debt provided that:

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          (i) a Parallel Debt of a Loan Party shall be decreased to the extent that its relevant Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;

          (ii) a Corresponding Debt of a Loan Party shall be decreased to the extent its relevant Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and

          (iii) the amount of a Parallel Debt of a Loan Party shall at all times be equal to the amount of its relevant Corresponding Debt.

          (c) For the purpose of this Section 9.15, the Collateral Agent acts in its own name and on behalf of itself and not as agent, representative or trustee of any other Secured Party and its claims in respect of a Parallel Debt shall not be held on trust. Any Lien granted to the Collateral Agent to secure a Parallel Debt is granted to the Collateral Agent in its capacity as sole creditor of a Parallel Debt and shall not be held on trust.

          (d) All monies received or recovered by the Collateral Agent pursuant to this Section 9.15, and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Liens granted to secure a Parallel Debt, shall be applied in accordance with the terms of this Agreement.

          (e) Without limiting or affecting the Collateral Agent’s rights against any Loan Party (whether under this Section 9.15 or under any other provision of the Loan Documents), the Collateral Agent agrees with each other Secured Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights under any Parallel Debt in relation to a Secured Party except with the consent of the relevant Secured Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Collateral Agent’s right to act in the protection or preservation of rights under or to enforce any Security Document as contemplated by this Agreement, the relevant Security Document or any other Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction (or to do any act reasonably incidental to the foregoing).

          (f) Without limiting or affecting the Collateral Agent’s rights against a Loan Party (whether under this Section 9.15 or under any other provision of this Agreement), each Loan Party acknowledges that:

          (i) nothing in this Section 9.15 shall impose any obligation on the Collateral Agent to advance any sum to a Loan Party or otherwise under a Loan Document, except in its capacity as Lender; and

          (ii) for the purpose of any vote taken under a Loan Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

          (g) For the avoidance of doubt, a Parallel Debt will become due and payable at the same time the relevant Corresponding Debt becomes due and payable.

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          (h) For the purpose of any Security Document governed by German law, the Collateral Agent, the Loan Parties and each of the other Secured Parties agree that the Collateral Agent shall be the joint and several creditor (Gesamtgläubiger) (together with the relevant other Secured Party) of each and every obligation of the Loan Parties towards that other Secured Party under any Loan Document, any Hedge Agreement, any Cash Management Agreement or any Treasury Transaction, and that accordingly the Collateral Agent will have its own and independent right to demand performance by the Loan Parties of those obligations (Gesamtgläubigerschaft) in full.

          (i) Notwithstanding anything to the contrary herein, nothing in this Section 9.15 shall impose any obligation on any Foreign Loan Party to make any payment, or provide any security for, any Obligation of a U.S. Loan Party, or be construed as a guaranty by any Foreign Loan Party of any Obligation of a U.S. Loan Party.

          (j) For the avoidance of doubt, the provisions under this Section 9.15 shall not limit any defense that a German Guarantor would otherwise have under this Agreement or a corresponding guarantee agreement and shall not be used for a simplified enforcement of rights under this Agreement.

ARTICLE X.
MISCELLANEOUS

     Section 10.01 Notices.

          (a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Loan Party, the Collateral Agent, the Administrative Agent, the Swing Line Lender or the Issuing Bank, shall be sent to such Person’s address as set forth on Schedule 1.01(d) or in the other relevant Loan Document, and in the case of any Lender, the address as indicated on Schedule 1.01(d) or otherwise indicated to the Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, ordinary or registered post, or three (3) Business Days after depositing it in the ordinary or prepaid post or United States mail with postage prepaid and properly addressed; provided, that no notice to any Agent shall be effective until received by such Agent; provided, further, that any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.03(c) hereto as designated by the Administrative Agent from time to time.

          (b) Electronic Communications.

          (i) Notices and other communications to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices to any

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Lender or the Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower Representative may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, further, that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient and (B) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (A) of notification that such notice or communication is available and identifying the website address therefor.

          (ii) Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

          (iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents nor any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications. Each party hereto agrees that no Agent has any responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Approved Electronic Communication or otherwise required for the Platform. In no event shall any Agent nor any of the Agent Affiliates have any liability to any Loan Party, any Lender or any other Person for damages of any kind, whether or not based on strict liability and including (A) direct damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or any Agent’s transmission of communications through the internet, except to the extent the liability of any such Person if found in a final ruling by a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct or (B) indirect, special, incidental or consequential damages.

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          (iv) Each Loan Party, each Lender, each Issuing Bank and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.

          (v) All uses of the Platform shall be governed by and subject to, in addition to this Section 10.03, separate terms and conditions posted or referenced in such Platform and related agreements executed by the Lenders and their Affiliates in connection with the use of such Platform.

          (vi) Any notice of Default or Event of Default may be provided by telephonic notice if confirmed promptly thereafter by delivery of written notice thereof.

          (c) Change of Address. Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties hereto.

          (d) Tax Forms. Notwithstanding any other provision of this Section 10.01, forms required to be delivered pursuant to Section 2.20(c) shall be delivered in the manner required by law.

     Section 10.02 Expenses. Whether or not the transactions contemplated hereby are consummated, each Borrower agrees to pay promptly (a) all the actual and reasonable and documented costs and expenses incurred in connection with the negotiation, preparation and execution of the Loan Documents (including all costs incurred in connection with the Platform) and any consents, amendments, supplements, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for any Borrower or the other Loan Parties; (c) the reasonable and documented fees, expenses and disbursements of counsel to Agents in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, supplements, waivers or other modifications thereto and any other documents or matters requested by any Borrower; provided, that reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by the Administrative Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel for the Administrative Agent determines in good faith that there is a conflict of interest that requires separate representation for any Agent or Lender; (d) all the actual costs and reasonable expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of the Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and Taxes, stamp or documentary Taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Required Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable documented costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the transactions contemplated by the Loan

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Documents and any consents, amendments, supplements, waivers or other modifications thereto; and (h) all documented costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by any Agent or Lender in enforcing any Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. All amounts due under this Section 10.02 shall be due and payable within fifteen (15) Business Days after demand therefor.

     Section 10.03 Indemnity.

          (a) In addition to the payment of expenses pursuant to Section 10.02, whether or not the transactions contemplated hereby are consummated, each Loan Party agrees to defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay and hold harmless, each Agent, Arranger, Bookrunner, Issuing Bank, Swing Line Lender and Lender and the officers, partners, members, directors, trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons, agents, sub-agents and Affiliates of each Agent, Arranger, Bookrunner, Issuing Bank, Swing Line Lender and Lender, as well as the respective heirs, successors and assigns of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, that no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of that Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.03 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

          (b) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against each Agent, Arranger, Bookrunner, Issuing Bank, Swing Line Lender and Lender and their respective Affiliates, officers, partners, members, directors, trustees, shareholders, advisors, employees, representatives, attorneys, controlling persons, agents and sub-agents on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of or in any way related to this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the transmission of information through the Internet, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

          (c) All amounts due under this Section 10.03 shall be due and payable within fifteen (15) days after demand therefor.

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     Section 10.04 Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Loan Party at any time or from time to time subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Loan Party or to any other Person (other than the Administrative Agent), any such notice being hereby expressly waived to the fullest extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (time or demand, provisional or final, general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Loan Party against and on account of the obligations and liabilities of any Loan Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Article II and although such obligations and liabilities, or any of them, may be contingent or unmatured.

     Section 10.05 Amendments and Waivers.

          (a) Required Lenders’ Consent. Subject to the additional requirements of Sections 10.05(b) and 10.05(c), no amendment, supplement, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall in any event be effective without the written concurrence of the Required Lenders (delivery of an executed counterpart of a signature page to the applicable amendment, supplement, modification, termination or waiver by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart thereof); provided, that any Defaulting Lender shall be deemed not to be a “Lender” for purposes of calculating the Required Lenders (including the granting of any consents or waivers) with respect to any of the Loan Documents.

          (b) Affected Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, supplement, modification, termination, or consent shall be effective if the effect thereof would:

          (i) extend the scheduled final maturity of any Loan or Note;

          (ii) waive, reduce or postpone any scheduled repayment (but not prepayment) of principal;

          (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

          (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder (it being understood that only the consent of the

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Required Lenders shall be necessary to amend the Default Rate in Section 2.10 or to waive any obligation of any Borrower to pay interest at the Default Rate);

          (v) waive or extend the time for payment of any such interest, fees or premiums;

          (vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

          (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(ii), Section 2.15 (except to the extent provided for in 10.05(c)(iii)), Section 2.16(c), Section 2.17, this Section 10.05(b), Section 10.05(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

          (viii) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly provided in any Loan Document; or

          (ix) amend the definition of “Required Lenders”, “Required Revolving Lenders” or amend Section 10.5(a) in a manner that has the same effect as an amendment to such definition or the definition of “Pro Rata Share”; provided, that with the consent of Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

          (x) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Loan Documents;

          (xi) amend or modify any provision of any Loan Document relating to priority or subordination of the Loans and Commitments;

          (xii) permit any change to the Borrowers or the Guarantors other than as expressly provided in this Agreement;

          (xiii) amend or modify any provision of Section 10.06 in a manner that further restricts assignments thereunder;

          (xiv) change the stated currency in which any Borrower is required to make payments of principal, interest, fees or other amounts hereunder or under any other Loan Document; or

     provided, that for the avoidance of doubt, all Lenders shall be deemed directly and adversely affected thereby with respect to any amendment described in clauses (vii), (viii), (ix), (x), (xi), and (xiv).

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          (c) Other Consents. No amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall:

          (i) increase any Commitment of any Lender over the amount thereof then in effect or extend the outside date for such Commitment without the consent of such Lender; provided, that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall be deemed to constitute an increase in any Commitment of any Lender;

          (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of Swing Line Lender;

          (iii) alter the required application of any repayments or prepayments (but not, for the avoidance of doubt, any scheduled amortization payment) as between Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50.0% of the aggregate Tranche A Term Loan Exposure of all Lenders, Tranche B Term Loan Exposure of all Lenders or Revolving Exposure of all Lenders of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, that Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

          (iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.04(e) without the written consent of the Administrative Agent and of the Issuing Bank;

          (v) amend, modify or waive this Agreement or any Security Document so as to alter the ratable treatment of Obligations arising under the Loan Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Security Document) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;

          (vi) amend, modify, terminate or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent;

          (vii) amend any condition for Credit Extensions set forth in Section 3.02 without the consent of Lenders holding more than 50% of the aggregate applicable Revolving Exposure of all Lenders;

          (viii) amend, modify, terminate or waive any provision hereof that would materially, disproportionately and adversely affect the Lenders holding Revolving Commitments or the obligation of any Borrower to make any payment of Revolving Loans without the consent of Lenders holding more than 50% of the aggregate Revolving

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Exposure of all Lenders (or if such amendment, modification or waiver affects only the Foreign Revolving Loans, only the U.S. Revolving Loans or U.S. Multicurrency Revolving Loans, 50% of the aggregate Revolving Exposure of the relevant class); and

          (ix) except to the extent expressly addressed in another clause of this Section 10.05, amend, modify, terminate or waive any provision hereof that would materially, disproportionately and adversely affect the obligation of any Borrower to make payment of Term Loans without the consent of Lenders holding more than 50.0% of the aggregate Term Loans of all Lenders.

          (d) Other Amendments. Notwithstanding anything to the contrary contained in this Section 10.05:

          (i) if the Administrative Agent and the Borrower Representative shall have jointly identified an obvious or manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower Representative shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof;

          (ii) the Administrative Agent and/or the Collateral Agent may (or shall, to the extent required by any Loan Document) amend or restate any Security Document or enter into any new agreement or instrument (with the consent of the Borrower Representative, such consent not to be unreasonably withheld or delayed) to (A) make any change that would provide any additional rights, protections or benefits to the Secured Parties or that does not adversely affect the legal rights of any Secured Party hereunder or under such Security Document, (B) make, complete, enhance, confirm or reconfirm any grant of Collateral permitted or required herein or any of the Security Documents, (C) grant any Lien for the benefit of the Secured Parties otherwise permitted to be granted under any Loan Document or (D) add additional Lenders as Secured Parties, in each case, to the extent local law requires such amendments or restatements to effectuate the agreements of the parties hereunder, and any such amendments or restatements shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof;

          (iii) if, prior to the Closing Date, the Borrower Representative requests that the schedules to this Agreement be amended (or new schedules added) to reflect immaterial changes or changes of a clean-up nature, such schedules may be amended or added with the consent of the Administrative Agent (and without the consent of any other party to any Loan Document); and

          (iv) if, prior to the Closing Date, the Arrangers and the Parent determine that new Tranche B Term Loan Commitments (the “Additional Tranche B Term Loan Commitments”), should be issued in lieu of a portion of the Senior Notes (but

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not to exceed $200,000,000 in the aggregate), the Tranche B Term Loan Commitments hereunder shall be so increased (and the amount set forth in Section 3.01(d) with respect to proceeds from the Senior Notes, shall be decreased by an equivalent amount). The Additional Tranche B Term Loan Commitments shall be effected pursuant to one or more joinder agreements or amendments executed and delivered by the Parent, the Lender providing such Additional Tranche B Term Loan Commitments and the Administrative Agent on or prior to the Closing Date. The terms and provisions of the Additional Tranche B Term Loan Commitments and the Loans made on the Closing Date with respect to such Additional Tranche B Term Loan Commitments shall be identical to the Tranche B Term Loan Commitments and the Tranche B Term Loans, respectively and such Loans shall be Tranche B Term Loans for all purposes of this Agreement.

          (e) Execution of Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, supplements, modifications, waivers or consents on behalf of such Lender; provided that, with respect to amendments, supplements, modifications, waivers or consents requiring the approval of a Lender which has notified the Administrative Agent in writing at the time of such amendment, supplement, modification, waiver or consent that it is unable to permit the Administrative Agent to execute on its behalf, the Administrative Agent shall not execute such amendment, supplement, modification, waiver or consent on behalf of such Lender and provided further that any such limitation with respect to such Lender shall not affect the ability of the Administrative Agent to so execute on behalf of any other Lenders or, for the avoidance of doubt, the effectiveness of any amendment, supplement, modification, waiver or consent with respect to which the applicable consents have been received. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.05 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the Borrowers, on the Loan Parties.

     Section 10.06 Successors and Assigns; Participations.

          (a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Loan Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Loan Party without the prior written consent of all Lenders (and any purported assignment or delegation without such consent shall be null and void).

          (b) Register. Each Borrower, each Guarantor, the Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding Tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.06(d). Each assignment shall be recorded in the Register

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promptly following receipt by the Administrative Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to the Borrower Representative and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

          (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

          (i) to any Person meeting the criteria of clause (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent; and

          (ii) to any Person meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon written confirmation from the Administrative Agent that such potential Lender is not a Disqualified Company and the giving of notice to the Borrower Representative and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative, the Swing Line Lender and the Issuing Bank (provided that the Borrower Representative shall be deemed to have consented to assignments (A) made during the initial syndication of the Revolving Commitments to Lenders and the Administrative Agent and (B) after five (5) Business Days following notice thereof if such consent has not been giving within such time) (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time a Default or Event of Default has occurred and is continuing); provided, further that each such assignment pursuant to this Section 10.06(c)(ii) shall be subject to the written confirmation from the Administrative Agent that such potential Lender is not a Disqualified Company and shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan or Tranche B Term Loan of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts;

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     provided, that notwithstanding the foregoing clauses (i) and (ii), so long as no Event of Default has occurred and is continuing, with respect to any assignment of Foreign Loans or Foreign Revolving Commitments, the assignee must in all cases be a Qualifying Lender or such assignee shall have provided satisfactory evidence to the Administrative Agent that Spanish Corporate Income Tax or Non-Resident Income Tax, as the case may be, is otherwise not applicable by way of withholding or deduction to any interest paid by the Foreign Borrower to such assignee.

          (d) Mechanics. Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to the Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates or other evidence, if any, with respect to Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (i) in connection with an assignment elected or caused by a Borrower pursuant to Section 2.23, (ii) in connection with an assignment by or to DBNY or any Affiliate thereof or (iii) in the case of an Assignee which is already a Lender or is an Affiliate or Related Fund of a Lender or a Person under common management with a Lender).

          (e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that: (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it shall make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control); and each Lender, upon execution and delivery hereof or, so long as no Event of Default existed at the time of the applicable Assignment Effective Date, to the extent succeeding to an interest in Foreign Loans or Foreign Revolving Commitments, represents and warrants as of the Closing Date or as of the Assignment Effective Date either that such Lender is a Qualifying Lender or that Spanish Corporate Income Tax or Non-Resident Income Tax, as the case may be, is otherwise not applicable by way of withholding or deduction to any interest paid by the Foreign Borrower to such Lender.

          (f) Effect of Assignment. Subject to the terms and conditions of this Section 10.06, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof, including under Section 10.08) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of

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an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, that anything contained in any of the Loan Documents to the contrary notwithstanding, (A) the Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (B) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon the applicable Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply the requirements of this Section 10.06 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(g). Any assignment by a Lender pursuant to this Section 10.06 shall not in any way constitute or be deemed to constitute a novation, discharge, rescission, extinguishment or substitution of the Indebtedness hereunder, and any Indebtedness so assigned shall continue to be the same obligation and not a new obligation.

          (g) Participations.

          (i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than any Group Member or any of their respective Affiliates) in all or any part of its Commitments, Loans or in any other Obligation.

          (ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating or the amortization schedule therefor, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Guarantors or the Collateral under the Security Documents (except as expressly provided in the Loan Documents) supporting the Loans hereunder in which such participant is participating.

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          (iii) Each Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, that (A) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower Representative’s prior written consent and (B) a participant with respect to a U.S. Loan that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.20 unless such participant agrees, for the benefit of the Borrowers, to comply with Section 2.20 as though it were a Lender; provided, further, that except as specifically set forth in clause (A) of this sentence, nothing herein shall require any notice to the Borrower Representative or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.04 as though it were a Lender; provided, that such Participant agrees to be subject to Section 2.17 as though it were a Lender.

          (iv) Each Lender that sells a participation shall maintain a register on which it enters the name and address of each participant and the principal amounts of each participant’s interest in the Commitments, Loans and other Obligations held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Commitments, Loans and other Obligations as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary. Any such Participant Register shall be available for inspection by the Administrative Agent at any reasonable time and from time to time upon reasonable prior notice, solely to the extent such inspection is necessary to establish that such Commitments, Loans or other obligations are in registered form for purposes of Section 5f.103-1(c) of the United States Treasury Regulations.

          (h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.06 any Lender may pledge (without the consent of any Borrower or the Administrative Agent) all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank, any other obligations to a federal or central bank and, in the case of any Lender which is a fund, to secure obligations owed or securities issued by, such Lender as security for those obligations or security; provided, that no Lender, as between any Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge; provided, further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

     Section 10.07 Independence of Covenants, Etc. All covenants, conditions and other terms hereunder and under the other Loan Documents shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, conditions or other

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terms, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant, condition or other term shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

     Section 10.08 Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Loan Party set forth in Sections 2.18(c), 2.19, 2.20(e), 10.02, 10.03 and 10.04 and the agreements of Lenders set forth in Sections 2.17, 9.03(b), 9.06 and 9.09 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

     Section 10.09 No Waiver; Remedies Cumulative. No failure or delay or course of dealing on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. Without limiting the generality of the foregoing, the making of any Credit Extension shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent, Issuing Bank or Lender may have had notice or knowledge of such Default or Event of Default at the time of the making of any such Credit Extension.

     Section 10.10 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

     Section 10.11 Severability. In case any provision in or obligation hereunder or under any other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby (it being understood that the invalidity, illegality or unenforceability of a particular provision in a particular jurisdiction shall not in and of itself affect the validity, legality or

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enforceability of such provision in any other jurisdiction). The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or unenforceable provisions.

     Section 10.12 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

     Section 10.13 Table of Contents and Headings. The Table of Contents hereof and Article and Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or conditions hereof, be used in connection with the interpretation of any term or condition hereof or be given any substantive effect.

     Section 10.14 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

     Section 10.15 CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER ANY SECURITY AGREEMENT GOVERNED BY A LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO); (B) WAIVES (I) JURISDICTION AND VENUE OF COURTS IN ANY OTHER JURISDICTION IN WHICH IT MAY BE ENTITLED TO BRING SUIT BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE AND (II) ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE

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APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.01; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT. In connection with any action, suit, proceeding or claim arising out of or relating to this Agreement, the Loan Documents, the Obligations or the transactions contemplated hereby or thereby, each of Parent, the Borrowers and the Loan Parties irrevocably designates and appoints Grifols, Inc., with the address 2410 Lillyvale Ave., Los Angeles, CA 90032-3514 (the “Process Agent”) as its authorized agent upon which process may be served in any action, suit, proceeding or claim arising out of or relating to this Agreement, the Loan Documents, the Obligations or the transactions contemplated hereby and thereby that may be instituted by Agent, Issuing Bank, Swing Line Lender, Arranger, Bookrunner or Lender or any other Indemnitee in any such New York State or Federal court or brought by any Agent, Issuing Bank, Swing Line Lender, Arranger, Bookrunner or Lender or any other Indemnitee under United States Federal or state laws. Each of Parent, the Borrowers and the Loan Parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to the Process Agent, with written notice of said service to each of Parent, the Borrowers and the Loan Parties at the address provided in accordance with Section 10.01, shall be effective service of process for any action, suit, proceeding or claim brought in any such New York State or Federal court. Each of Parent, the Borrowers and the Loan Parties further agrees to take any and all action, including without limitation execution and filing of any and all such documents and instruments as may be necessary to continue the designation and appointment of the Process Agent for a period of six years from the Agreement Execution Date to the sixth anniversary of the termination of this Agreement and all Loan Documents in accordance with their terms.

     Section 10.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE

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DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     Section 10.17 Confidentiality. Each Agent (which term shall for the purposes of this Section 10.17 include the Arrangers) and each Lender (which term shall for the purposes of this Section 10.17 include the Issuing Bank) shall hold all non-public information regarding the Group and their businesses identified as such by the Borrower Representative and obtained by such Agent or such Lender pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by the Borrower Representative that, in any event, the Administrative Agent may disclose such information to the Lenders and each Agent and each Lender may make (a) disclosures of such information to Affiliates or Related Funds of such Lender or Agent and to their respective officers, directors, employees, representatives, agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), provided, that such Persons are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17, (b) disclosures of such information reasonably required by (i) any pledgee referred to in Section 10.6(h), (ii) any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein, (iii) any bona fide or potential direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to any Borrower and its obligations or (iv) any direct or indirect investor or prospective investor in a Related Fund; provided, that such pledgees, assignees, transferees, participants, counterparties, advisors and investors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17, (c) disclosure to any rating agency when required by it; provided, that prior to any disclosure, such rating agency be instructed to preserve the confidentiality of any confidential information relating to the Loan Parties received by it from any Agent or any Lender, (d) disclosures in connection with the exercise of any remedies hereunder or under any other Loan Document and (e) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, that unless specifically prohibited by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify the Borrower Representative of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information

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prior to disclosure of such information so that the Borrower Representative may seek a protective order or other appropriate remedy or waive the provisions of this Section 10.17. If the Borrower Representative elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy or, in the absence of the receipt of a waiver hereunder, any Lender or Agent, as applicable, is compelled to disclose any non-public information to any tribunal or else stand liable for contempt, such Lender or Agent, as applicable, may disclose the non-public information to the tribunal to the extent legally required (as determined by it); provided, that such Lender or Agent, as applicable to the extent permitted by applicable law, will use its commercially reasonable efforts to obtain, at the request of the Borrower Representative and at the Borrower Representative’s expense, an order or assurance that confidential treatment will be accorded to such portion of the non-public information required to be disclosed. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents. For the avoidance of doubt, nothing in this Agreement or in any other Loan Document shall permit disclosure of non-public information to any Disqualified Company.

     Section 10.18 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law, shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, such Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and each Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to the applicable Borrower.

     Section 10.19 Counterparts. This Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart thereof.

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     Section 10.20 Executive Proceedings. Each Spanish Security Document shall be formalized in a Spanish Public Document so that it may have the status of an executive title for all purposes contemplated in Article 517, number 4 of the Spanish Civil Procedure Law (law 1/2000 of 7 January).

     Section 10.21 Effectiveness; Entire Agreement; No Third Party Beneficiaries. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrowers and the Administrative Agent of written notification of such execution and authorization of delivery thereof. Notwithstanding the foregoing and without limiting the agreements of the Borrowers and the Lenders that are not Commitment Parties (as hereinafter defined) hereto (including any obligations with respect to indemnification and expense reimbursement), (a) until the Closing Date, this Agreement shall not be binding upon the Arrangers, the Bookrunners or any Lender which is a party to the Commitment Letter (the “Commitment Parties”) and the commitments, obligations and rights of the Commitment Parties and the rights and obligations of the Borrowers with respect to the subject matter set forth herein or therein, shall exist solely under, and shall be governed exclusively by, the terms of the Commitment Letter and the Fee Letter and (b) on the Closing Date, for the avoidance of doubt, the commitments of the Commitment Parties under the Commitment Letter with respect to the Credit Facilities (as defined in the Commitment Letter) shall remain effective to the extent that Lenders on the Closing Date do not fund drawings hereunder as requested by the Borrowers on the Closing Date (and, for the avoidance of doubt, the funding of the Term Loans hereunder on the Closing Date shall not affect the commitments of the Commitment Parties with respect to the Interim Loans (as defined in the term sheet to the Commitment Letter)). For the avoidance of doubt, the Commitment Letter will terminate pursuant to its terms including on the Closing Date, as set forth therein. Upon such termination of the Commitment Letter in accordance with its terms, if the Term Loans have been funded hereunder, the agreements of the parties hereto will supersede all prior commitments and obligations to make loans or otherwise extend credit delivered to the Borrower at any time prior to the Closing Date by any Agent or Lender or any of their Affiliates (including under the Commitment Letter). With the exception of those terms contained in Sections 2, 4, 5, 7, 8, 11(e) and 11(f) of the Commitment Letter, dated June 6, 2010, between the Arrangers, the Bookrunners, the Parent and the U.S. Borrower (the “Commitment Letter”), which by the terms of the Commitment Letter remain in full force and effect, upon the Closing Date and the funding of the Term Loans hereunder, all of the Arrangers’, the Bookrunners’ and their respective Affiliates’ obligations with respect to the Credit Facilities (as defined therein) under the Commitment Letter shall terminate and be superseded by the Loan Documents and the Arrangers, the Bookrunners and their respective Affiliates shall be released from all liability in connection therewith, including any claim for injury or damages, whether consequential, special, direct, indirect, punitive or otherwise. Upon the Closing Date and the funding of the Term Loans hereunder this Agreement, the other Loan Documents, and any fee letter entered into in connection with the Commitment Letter represent the entire agreement of the Group, the Agents, the Issuing Bank, the Swing Line Lender, the Arrangers, the Bookrunners and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Agent, Issuing Bank, Swing Line Lender, Arranger, Bookrunner or Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, express or implied, shall be construed to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to

199

the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders, holders of participations in all or any part of a Lender’s Commitments, Loans or in any other Obligations, and the Indemnitees) any rights, remedies, obligations, claims or liabilities under or by reason of this Agreement or the other Loan Documents. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of any Agent, the Issuing Bank or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.

     Section 10.22 PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that shall allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT Act.

     Section 10.23 Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

     Section 10.24 No Fiduciary Duty. Each Agent, each Lender, each Arranger, each Bookrunner, each Issuing Bank, the Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of each Borrower, its stockholders and/or its Affiliates. Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Borrower, its stockholders or its Affiliates, on the other; provided, that each Loan Party acknowledges that (a) one or more affiliates of Morgan Stanley Senior Funding, Inc. (“MSSF” and together with its affiliates, the “Sell-Side Advisor”) and (b) one or more affiliates of (i) Banco Bilbao Vizcaya Argentaria Securities Inc. (“BBVA Securities”) and (ii) Nomura International plc (“Nomura” and, together with BBVA, the “Buy-Side Advisors” and collectively with the Sell-Side Advisor, the “Financial Advisors”), have been retained by the Borrower as financial advisors in connection with the Merger. The Borrowers, on behalf of themselves and their respective Subsidiaries and Affiliates, agree not to assert any claim that the Borrowers and their respective Subsidiaries and Affiliates might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of the respective Financial Advisors and, on the other hand, MSSF, BBVA Securities, Nomura or their respective affiliates’ respective relationships as Agent, Lender, Arranger, Bookrunner, Issuing Bank or Swing Line Lender, as applicable, described herein. The Loan Parties acknowledge and agree that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrowers, on the other, and (b) in connection

200

therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that such Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

     Section 10.25 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment in given. The obligation of any Borrower in respect of such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the applicable Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).

[Remainder of page intentionally left blank]

201

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

GRIFOLS INC.
By:	/s/  Gregory G. Rich
	Name:  Gregory G. Rich
	Title:    President and Chief Executive Officer
GRIFOLS, SA.
By:	/s/  Victor Grifols Roura
	Name:
	Title

Signature Page to Grifols Credit and Guaranty Agreement

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank and a Lender
By:	/s/ Carin Keegan
	Name:	Carin Keegan
	Title:	Director
By:	/s/ Scottye Lindsey
	Name:	Scottye Lindsey
	Title:	Director

Credit and Guaranty Agreement — Grifols Inc. and Grifols, S.A.

NOMURA INTERNATIONAL PLC, as a Lender
By:	/s/ Luca Tassan
	Name:	Luca Tassan
	Title:	Managing Director

Credit and Guaranty Agreement — Grifols Inc. and Grifols, S.A.

HSBC BANK PLC. as a Lender
By:	/s/ John Haire
	Name:	John Haire
	Title:	Director

Credit and Guaranty Agreement — Grifols Inc. and Grifols, S.A.

BNP PARIBAS, as a Lender
By:	/s/ Charlotte Naconlan
	Name:	Charlotte Naconlan
	Title:	Managing Director
By:	/s/ Javier Entrecanaves
	Name:	Javier Entrecanaves
	Title:	Director

Credit and Guaranty Agreement — Grifols Inc. and Grifols, S.A.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as a Lender
By:	/s/ Pablo Arsuaga
	Name:	Pablo Arsuaga
	Title:	Syndicated Loans

Credit and Guaranty Agreement — Grifols Inc. and Grifols, S.A.

MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
By:	/s/ Christy Silvester
	Name:	Christy Silvester
	Title:	Executive Director

Credit and Guaranty Agreement — Grifols Inc. and Grifols, S.A.

EXHIBIT A-1 TO
CREDIT AND GUARANTY AGREEMENT

BORROWING NOTICE

     Reference is made to the Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     Pursuant to Section(s) [2.01] [2.02] [2.03] of the Credit Agreement, [Borrower Representative] [U.S. Borrower] [Foreign Borrower] desires that Lenders make the following Loans to [U.S. Borrower] [Foreign Borrower] in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”):

U.S. Tranche A Term Loans
o	Base Rate Loans:	$[___,___,___]
o	Eurocurrency Rate Loans, with an initial Interest Period of 1 month:	$[___,___,___]
Foreign Tranche A Term Loans
o	Eurocurrency Rate Loans, with an initial Interest Period of 1 month:	€ [___,___,___]
U.S. Tranche B Term Loans
o	Base Rate Loans:	$[___,___,___]
o	Eurocurrency Rate Loans, with an initial Interest Period of 1 month:	$[___,___,___]
Foreign Tranche B Term Loans
o	Eurocurrency Rate Loans, with an initial Interest Period of 1 month:	€ [___,___,___]

EXHIBIT A-1-1

U.S. Revolving Loans
o	Base Rate Loans:	$[___][___,___,___]
o	Eurocurrency Rate Loans, with an initial Interest Period of ________ month(s):1	$[___] [___,___,___]
U.S. Multicurrency Revolving Loans
o	Base Rate Loans:	[_]3 [___][___,___,___]
o	Eurocurrency Rate Loans, with an initial Interest Period of ________ month(s):2	[_]4 [___] [___,___,___]
Foreign Revolving Loans
o	Eurocurrency Rate Loans, with an initial Interest Period of ________ month(s): 5	€ [___] [___,___,___]
U.S. Swing Line Loans: $[___,___,___]
U.S. Multicurrency Swing Line Loans: $[___,___,___]

[U.S. Borrower] [Foreign Borrower] [Borrower Representative] hereby certifies that:

     (i) after making the Loans requested on the Credit Date, (x) the Total Utilization of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect, (y) the Total Utilization of U.S. Multicurrency Revolving Commitments shall not exceed the U.S. Multicurrency Revolving Commitments then in effect and (z) the Total Utilization of Foreign Revolving Commitments shall not exceed the Foreign Revolving Commitments then in effect;

     (ii) as of the Credit Date, the representations and warranties contained in each of the Loan Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date, provided that, in each case, to the extent that

1	The earlier of (i) six (6) months after the Closing Date and (ii) the completion of the syndication of the Loans and Commitments (as determined by the Arrangers in their sole discretion).
2	The earlier of (i) six (6) months after the Closing Date and (ii) the completion of the syndication of the Loans and Commitments (as determined by the Arrangers in their sole discretion).
3	Loans in respect of the Multicurrency Revolving Commitments may be drawn in any Approved Currency pursuant to Section 2.02(c) of the Credit Agreement.
4	Loans in respect of the Multicurrency Revolving Commitments may be drawn in any Approved Currency pursuant to Section 2.02(c) of the Credit Agreement.
5	The earlier of (i) six (6) months after the Closing Date and (ii) the completion of the syndication of the Loans and Commitments (as determined by the Arrangers in their sole discretion).

EXHIBIT A-1-2

any such representation and warranty is already qualified by materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects; and

     (iii) as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	GRIFOLS INC., as Borrower Representative
	By:
		Name:
		Title:
	[GRIFOLS INC. / GRIFOLS, S.A.]
	By:
		Name:
		Title:

EXHIBIT A-1-3

EXHIBIT A-2 TO
CREDIT AND GUARANTY AGREEMENT

CONVERSION/CONTINUATION NOTICE

     Reference is made to the Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     Pursuant to Section 2.09 of the Credit Agreement, [the Borrower Representative] [U.S. Borrower] [Foreign Borrower] desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:

     1. U.S. Tranche A Term Loans:

$[___,___,___]	Eurocurrency Rate Loans to be continued with Interest Period1 of [____] month(s)
$[___,___,___]	Base Rate Loans to be converted to Eurocurrency Rate Loans with Interest Period of ____ month(s)
$[___,___,___]	Eurocurrency Rate Loans to be converted to Base Rate Loans

     2. Foreign Tranche A Term Loans:

€[___,___,___] Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)

     3. U.S. Tranche B Term Loans:

$[___,___,___]	Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)
$[___, ___, ___]	Base Rate Loans to be converted to Eurocurrency Rate Loans with Interest Period of ____ month(s)
$[___, ___, ___]	Eurocurrency Rate Loans to be converted to Base Rate Loans

¹   Choice of one, two, three or six months (or, if available to all of the Lenders, nine or twelve months).

EXHIBIT A-2-1

     4. Foreign Tranche B Term Loans:

[___, ___, ___] Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)

     5. U.S. Revolving Loans

$ [___,___,___]	Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)
$ [___,___,___]	Eurocurrency Rate Loans to be converted to Base Rate Loans
$ [___,___,___]	Base Rate Loans to be converted to Eurocurrency Rate Loans with Interest Period of ____ month(s)

     6. U.S. Multicurrency Revolving Loans

[_]2 [___,___,___]	Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)
[_]2 [___,___,___]	Eurocurrency Rate Loans to be converted to Base Rate Loans
[_]2 [___,___,___]	Base Rate Loans to be converted to Eurocurrency Rate Loans with Interest Period of ____ month(s)

     7. Foreign Revolving Loans:

€ [___,___,___] Eurocurrency Rate Loans to be continued with Interest Period of [____] month(s)

     Borrower Representative hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	GRIFOLS INC., as Borrower Representative
	By:
		Name:
		Title:

² Any Approved Currency.

EXHIBIT A-2-2

EXHIBIT A-3 TO
CREDIT AND GUARANTY AGREEMENT

ISSUANCE NOTICE

     Reference is made to the Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     Pursuant to Section 2.04 of the Credit Agreement, [U.S. Borrower] [Foreign Borrower] [the Borrower Representative] desires a [U.S. Letter of Credit] [U.S. Multicurrency Letter of Credit] [Foreign Letter of Credit] to be issued in accordance with the terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”) in an aggregate face amount of [___,___,___]¹.

     Attached hereto for each such Letter of Credit are the following:

          (a) the stated amount of such Letter of Credit;

          (b) the name and address of the beneficiary;

          (c) the expiration date; and

          (d) either (i) the verbatim text of such proposed Letter of Credit, or (ii) a description of the proposed terms and conditions of such Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Lender to make payment under such Letter of Credit.

[U.S. Borrower] [Foreign Borrower] [Borrower Representative] hereby certifies that:

     (i) after issuing such Letter of Credit requested on the Credit Date, (x) the Total Utilization of U.S. Revolving Commitments shall not exceed the U.S. Revolving Commitments then in effect, (y) the Total Utilization of U.S. Multicurrency Revolving Commitments shall not exceed the U.S. Multicurrency Revolving Commitments then in effect and (z) the Total Utilization of Foreign Revolving Commitments shall not exceed the Foreign Revolving Commitments then in effect;

     (ii) as of the Credit Date, the representations and warranties contained in each of the Loan Documents are true, correct and complete in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date, provided that, in each case, to the extent that any such representation and warranty is already qualified by materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects; and

¹ Indicate currency denomination: Dollars, Euros or other Approved Currency for Foreign Letters of Credit. 

EXHIBIT A-3-1

     (iii) as of such Credit Date, no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute an Event of Default or a Default.

Date: [mm/dd/yy]	GRIFOLS INC.,
	By:
		Name:
		Title:
	GRIFOLS, S.A.
	By:
		Name:
		Title:
	GRIFOLS INC., as Borrower Representative
	By:
		Name:
		Title:

EXHIBIT A-3-2

EXHIBIT B-1 TO
REDIT AND GUARANTY AGREEMENT

TRANCHE A TERM LOAN NOTE

[$][€][___,___,___]¹
[______], 2010 New York, New York

     [FOR VALUE RECEIVED, Grifols Inc., a Delaware corporation (the “U.S. Borrower”), promises to pay [Name of Lender] (the “Payee”) or its registered assigns the principal amount of [DOLLARS] ($[___,___,___]) in the installments referred to below.]

     [FOR VALUE RECEIVED, Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Foreign Borrower”), promises to pay [Name of Lender] (the “Payee”) or its registered assigns the principal amount of [EUROS] (€[___,___,___]) in the installments referred to below.]

     [U.S. Borrower] [Foreign Borrower] also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     [U.S. Borrower] [Foreign Borrower] shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

     This Note is one of the “Tranche A Term Loan Notes” in the aggregate principal amount of [$____] [€____] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

     All payments of principal and interest in respect of this Note shall be made in [lawful money of the United States of America] [the single currency of the European Union] in same day funds at the Principal Office of Administrative Agent designated for [U.S. Tranche A Term Loans] [Foreign Tranche A Term Loans] or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, [U.S. Borrower] [Foreign Borrower], Borrower Representative, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the [U.S. Borrower] [Foreign Borrower] hereunder with respect to payments of principal of or interest on this Note.

¹ Lender’s U.S. or Foreign Tranche A Term Loan Commitment as applicable.

EXHIBIT B-1-1

     This Note is subject to mandatory prepayment and to prepayment at the option of [U.S. Borrower] [Foreign Borrower], each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF [U.S. BORROWER] [FOREIGN BORROWER] AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     The [U.S. Borrower] [Foreign Borrower] shall pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed, which obligations are absolute and unconditional.

     The [U.S. Borrower] [Foreign Borrower] promises to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The [U.S. Borrower] [Foreign Borrower] and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-1-2

     IN WITNESS WHEREOF, [U.S. Borrower] [Foreign Borrower] has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

[GRIFOLS INC.] [GRIFOLS, S.A.]
By:
	Name:
	Title:

EXHIBIT B-1-3

TRANSACTIONS ON
TRANCHE A TERM LOAN NOTE

			Amount of
		Amount of Loan	Principal Paid This	Outstanding Principal	Notation
Date	Currency	Made This Date	Date	Balance This Date	Made By

EXHIBIT B-1-4

EXHIBIT B-2 TO
CREDIT AND GUARANTY AGREEMENT

TRANCHE B TERM LOAN NOTE

[$][€][___,___,___]¹
[______], 2010 New York, New York

     [FOR VALUE RECEIVED, Grifols Inc., a Delaware corporation (the “U.S. Borrower”), promises to pay [Name of Lender] (the “Payee”) or its registered assigns the principal amount of [DOLLARS] ($[___,___,___]) in the installments referred to below.]

     [FOR VALUE RECEIVED, Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Foreign Borrower”), promises to pay [Name of Lender] (the “Payee”) or its registered assigns the principal amount of [EUROS] (€[___,___,___]) in the installments referred to below.]

     [U.S. Borrower] [Foreign Borrower] also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     [U.S. Borrower] [Foreign Borrower] shall make principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

     This Note is one of the “Tranche B Term Loan Notes” in the aggregate principal amount of [$____] [€_____] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loan evidenced hereby was made and is to be repaid.

     All payments of principal and interest in respect of this Note shall be made in [lawful money of the United States of America] [the single currency of the European Union] in same day funds at the Principal Office of Administrative Agent designated for [U.S. Tranche B Term Loans] [Foreign Tranche B Term Loans] or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, [U.S. Borrower] [Foreign Borrower], Borrower Representative, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the [U.S. Borrower] [Foreign Borrower] hereunder with respect to payments of principal of or interest on this Note.

¹ Lender’s U.S. or Foreign Tranche B Term Loan Commitment as applicable.

EXHIBIT B-2-1

     This Note is subject to mandatory prepayment and to prepayment at the option of [U.S. Borrower] [Foreign Borrower], each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF [U.S. BORROWER] [FOREIGN BORROWER] AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     The [U.S. Borrower] [Foreign Borrower] shall pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed, which obligations are absolute and unconditional.

     The [U.S. Borrower] [Foreign Borrower] promises to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The [U.S. Borrower] [Foreign Borrower] and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-2-2

     IN WITNESS WHEREOF, [U.S. Borrower] [Foreign Borrower] has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

[GRIFOLS INC.] [GRIFOLS, S.A.]
By:
	Name:
	Title:

EXHIBIT B-2-3

TRANSACTIONS ON
TRANCHE B TERM LOAN NOTE

			Amount of
		Amount of Loan	Principal Paid This	Outstanding Principal	Notation
Date	Currency	Made This Date	Date	Balance This Date	Made By

EXHIBIT B-2-4

EXHIBIT B-3 TO
CREDIT AND GUARANTY AGREEMENT

REVOLVING LOAN NOTE

[$] [_]1[€] [___,___,___]2	New York, New York
[______], 2010

     [FOR VALUE RECEIVED, Grifols Inc., a Delaware corporation (the “U.S. Borrower”), promises to pay [Name of Lender] (the “Payee”) or its registered assigns, on or before [mm/dd/yy], the lesser of (a) [DOLLARS ($[___,___,___])]³ [[_____]⁴ ([_]⁵ [___,___,___])]⁶ and (b) the unpaid principal amount of all advances made by Payee to the U.S. Borrower as Revolving Loans under the Credit Agreement referred to below.]

     [FOR VALUE RECEIVED, Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Foreign Borrower”), promises to pay [Name of Lender] (the “Payee”) or its registered assigns, on or before [mm/dd/yy], the lesser of (a) EUROS (€[___,___,___]) and (b) the unpaid principal amount of all advances made by Payee to the U.S. Borrower as Revolving Loans under the Credit Agreement referred to below.]

     [U.S. Borrower] [Foreign Borrower] also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of [$_____][[_]⁷_____] [€_____] and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

     All payments of principal and interest in respect of this Note shall be made, except as provided in the Credit Agreement, in the currency in which such Note was made, in same day funds at the Principal Office of Administrative Agent designated for Revolving Loans or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, [U.S. Borrower] [Foreign Borrower], Borrower Representative, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will

1	Any Approved Currency.
2	Lender’s U.S. Revolving Loan Commitment, U.S. Multicurrency Revolving Loan Commitment or Foreign Revolving Loan Commitment, as applicable.
3	Lender’s U.S. Revolving Loan Commitment.
4	Name of any Approved Currency.
5	Applicable symbol for any Approved Currency.
6	Lender’s U.S. Multicurrency Revolving Loan Commitment.
7	Any Approved Currency.

EXHIBIT B-3-1

make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the [U.S. Borrower] [Foreign Borrower] hereunder with respect to payments of principal of or interest on this Note.

     This Note is subject to mandatory prepayment and to prepayment at the option of [U.S. Borrower] [Foreign Borrower], each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF [U.S. BORROWER] [FOREIGN BORROWER] AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     The [U.S. Borrower] [Foreign Borrower] shall pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed, which obligations are absolute and unconditional.

     The [U.S. Borrower] [Foreign Borrower] promises to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The [U.S. Borrower] [Foreign Borrower] and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-3-2

     IN WITNESS WHEREOF, [U.S. Borrower] [Foreign Borrower] has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

[GRIFOLS INC.] [GRIFOLS, S.A.]
By:
	Name:
	Title:

EXHIBIT B-3-3

TRANSACTIONS ON
REVOLVING LOAN NOTE

			Amount of
		Amount of Loan	Principal Paid This	Outstanding Principal	Notation
Date	Currency	Made This Date	Date	Balance This Date	Made By

EXHIBIT B-3-4

EXHIBIT B-4 TO
CREDIT AND GUARANTY AGREEMENT

SWING LINE NOTE

[$] [___,___,___]¹

[______], 2010

New York, New York

     FOR VALUE RECEIVED, Grifols Inc., a Delaware corporation (the “U.S. Borrower”), promises to pay Deutsche Bank AG New York Branch, as [U.S. Swing Line Lender] [U.S. Multicurrency Swing Line Lender] (the “Payee”), on or before [mm/dd/yy], the lesser of (a) DOLLARS ($[___,___,___])² and (b) the unpaid principal amount of all advances made by Payee to U.S. Borrower as Swing Line Loans under the Credit Agreement referred to below as the [U.S. Swing Line Loans][U.S. Multicurrency Swing Line Loans].

     The U.S. Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the U.S. Borrower, a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and the Payee, Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     This Note is the “Swing Line Note” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the [U.S. Swing Line Loans][U.S. Multicurrency Swing Line Loans] evidenced hereby were made and are to be repaid.

     All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of the [U.S. Swing Line Lender][U.S. Multicurrency Swing Line Lender] or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

     This Note is subject to mandatory prepayment and to prepayment at the option of the U.S. Borrower, each as provided in the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF U.S. BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

1	U.S. Swing Line Sublimit or U.S. Multicurrency Swing Line Sublimit, as applicable.
2	U.S. Swing Line Sublimit or U.S. Multicurrency Swing Line Sublimit, as applicable.

EXHIBIT B-4-1

     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

     The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

     The U.S. Borrower shall pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed, which obligations are absolute and unconditional.

     The U.S. Borrower promises to pay all reasonable and documented costs and expenses, including reasonable and documented attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. The U.S. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-4-2

     IN WITNESS WHEREOF, U.S. Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

GRIFOLS INC.
By:
	Name:
	Title:

EXHIBIT B-4-3

TRANSACTIONS ON
SWING LINE NOTE

	Amount of Loan	Amount of Principal	Outstanding Principal	Notation
Date	Made This Date	Paid This Date	Balance This Date	Made By

EXHIBIT B-4-4

EXHIBIT C-1 TO
CREDIT AND GUARANTY AGREEMENT

COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

     1. I am the chief financial officer of [Grifols Inc., a Delaware corporation (“U.S. Borrower”)] [Grifols, S.A., a [_____] organized under the laws of the Kingdom of Spain (“Foreign Borrower”)].

     2. In my capacity as chief financial officer, I have reviewed the terms of that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which any Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

     The foregoing certifications, together with the computations set forth in Annex A hereto and the financial statements delivered with this Certificate in support hereof, are made by me in my capacity as chief financial officer and delivered [mm/dd/yy] pursuant to Section 5.01(c) of the Credit Agreement.

[GRIFOLS INC. ][GRIFOLS, S.A.]
By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT C-1-1

ANNEX A TO
COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].

[To be conformed to final Credit Agreement]

1. Consolidated Adjusted EBITDA (for the prior four Fiscal Quarter period):1 (i) + (ii) — (iii) =				$[___, ___, ___]
	(i)	Consolidated Net Income (see item 8 below):
	(ii)	plus, to the extent reducing Consolidated Net Income, without duplication:		$[___, ___, ___]
		(a)	consolidated interest expense and any upfront fees payable to the Arrangers in connection with the Credit Agreement:	$[___, ___, ___]
		(b)	provisions for taxes based on income or gain:	$[___, ___, ___]
		(c)	total depreciation expense:	$[___, ___, ___]
		(d)	total amortization expense (including, without duplication, any upfront fees payable to the Arrangers in connection with the Credit Agreement being amortized):	$[___, ___, ___]
		(e)	other non-cash charges reducing Consolidated Net Income either related to (i) stock-based Compensation or (ii) purchase accounting adjustments:2	$[___, ___, ___]
		(f)	Exceptional Items3, without duplication, resulting in a loss in accordance with GAAP (or IFRS, as applicable):	$[___, ___, ___]
	(ii)	less, to the extent increasing Consolidated Net Income: (a) + (b) =		$[___, ___, ___]
		(a)	other non-cash gains increasing Consolidated Net Income for such period:4	$[___, ___, ___]

1	For purposes of the maximum Leverage Ratio or minimum Interest Coverage Ratio, Consolidated Adjusted EBITDA shall be calculated pro forma for material acquisitions and disposals, such that Consolidated Adjusted EBITDA would be adjusted to (a) include net income before net interest expense, taxes, depreciation and amortization attributable to the acquired entity (or assets) prior to its becoming a member of the Group during the relevant period, and (b) excluding net income before net interest expense, taxes, depreciation and amortization attributable to the disposed of entity (or assets) prior to its being disposed of by the Group during the relevant period. For the avoidance of doubt, such adjustment for material acquisitions and disposals shall not apply to the calculation of Consolidated Cash Flow for Debt Service or Consolidated Excess Cash Flow.
2	Excluding any such non cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period.
3	Exceptional Items means one-off cash gains or losses incurred by the Group during the relevant period and to include one-off restructuring costs related to the Transactions, in accordance with IFRS (or GAAP, as applicable).
4	Excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period.

EXHIBIT C-1-A-1

		(b)	Exceptional Items, without duplication, resulting in a gain in accordance with GAAP (or IFRS, as applicable):	$[___, ___, ___]
2. Consolidated Capital Expenditures (for the relevant Fiscal Year): (i) — (ii) =				$[___, ___, ___]
	(i)	aggregate of all expenditures of the Group during such period determined on a consolidated basis that, in accordance with GAAP (or IFRS, as applicable), are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of the Group:		$[___, ___, ___]
	(ii)	less, to the extent otherwise included in clause (i): (a) + (b) + (c) + (d) =		$[___, ___, ___]
		(a)	expenditures for replacements and substitutions for fixed assets, capital assets or equipment to the extent made with Net Cash Proceeds invested pursuant to Section 2.14(a) or Section 2.14(b) of the Credit Agreement:	$[___, ___, ___]
		(b)	expenditures for fixed assets, capital assets or equipment (which are not replacement or substitution), to the extent made with Net Cash Proceeds from an Asset Disposition (including any proceeds from dispositions of (1) worn out, obsolete, scrap or surplus assets in the ordinary course of business and (2) sales, leases or licenses out of other assets for aggregate consideration of less than $2,000,000 with respect to any transaction or series of related transactions):	$[___, ___, ___]
		(c)	expenditures which constitute a Permitted Acquisition permitted under Section 6.08 of the Credit Agreement:	$[___, ___, ___]
		(d)	expenditures which constitute a use of the Available Amount (including to the extent financed with the issuance of Equity Interests of the Parent, which Equity Interests are not required to prepay Loans pursuant to Section 2.14(d)) of the Credit Agreement:5	$[___, ___, ___]
3. Consolidated Cash Flow for Debt Service (for the prior four Fiscal Quarter period): 6 (i) — (ii) =				$[___, ___, ___]
	(i)	(a) + (b) + (c) + (d) + (e) =		$[___, ___, ___]
		(a)	Consolidated Adjusted EBITDA (see item 1 above), without duplication and excluding the effect of all cash movements associated with the Merger and the Transaction Costs:	$[___, ___, ___]
		(b)	the amount of any decrease (and deducting the amount of any increase) in the Consolidated Working Capital Adjustment (see item 11 below):	$[___, ___, ___]

5	On or prior to December 31, 2011, such amount shall not exceed $300,000,000.
6	For any testing period ending less than four Fiscal Quarters after the Closing Date, Consolidated Cash Flow for Debt Service shall be calculated by reference to the actual results of the Group for the period from the Closing Date to the testing date.

EXHIBIT C-1-A-2

		(c)	the amount of any cash receipts in respect of any Tax rebates or credits and deducting the amount actually paid or due and payable in respect of Taxes during that relevant period by any Group Member:	$[___, ___, ___]
		(d)	to the extent not already taken into account in determining Consolidated Adjusted EBITDA, the amount of any dividends or other profit distributions received in cash by any Group Member from any entity which is itself not a Group Member and deducting (to the extent not already deducted in determining Consolidated Adjusted EBITDA) the amount of any dividends or other profit distributions paid in cash during the relevant period to any shareholder in any Group Member which is not itself a Group Member:	$[___, ___, ___]
		(e)	the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) and deducting the amount of any non-cash credits (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) in each case to the extent taken into account in establishing Consolidated Adjusted EBITDA:	$[___, ___, ___]
	(ii)	less: (a) + (b) + (c) =		$[___, ___, ___]
		(a)	the amount of Consolidated Capital Expenditure actually made (or due to be made) by any Group Member: 7	$[___, ___, ___]
		(b)	the aggregate of any cash consideration paid for, or the cash cost of any Permitted Acquisition:	$[___, ___, ___]
		(c)	the amount of any cash Investments in a Joint Venture:	$[___, ___, ___]
4. Consolidated Current Assets (as of the date of determination):
		total assets of the Group on a consolidated basis that may properly be classified as current assets in conformity with GAAP (or IFRS, as applicable), excluding Cash and Cash Equivalents:		$[___, ___, ___]
5. Consolidated Current Liabilities (as of the date of determination):
		total liabilities of the Group on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP (or IFRS, as applicable), excluding the current portion of long term debt:		$[___, ___, ___]

7 Except to the extent funded from (1) the Net Cash Proceeds of an Asset Disposition or the Net Cash Proceeds of a Casualty Event permitted to be retained for this purpose; or (2) financed with the issuance of Equity Interests of the Parent that are not applied to prepay the Loans pursuant to Section 2.14 of the Credit Agreement.

EXHIBIT C-1-A-3

6. Consolidated Excess Cash Flow (for any Fiscal Year8): (i) — (ii) =				$[___, ___, ___]
	(i)	(a) + (b) + (c) + (d) + (e) + (f) =		$[___, ___, ___]
		(a)	Consolidated Adjusted EBITDA (see item 1 above), without duplication and excluding the effect of all cash movements associated with the Merger and the Transaction Costs:	$[___, ___, ___]
		(b)	the amount of any decrease (and deducting the amount of any increase) in the Consolidated Working Capital Adjustment (see item 11 below):	$[___, ___, ___]
		(c)	the amount of any cash receipts (and deducting the amount of any cash payments) in respect of any Exceptional Items not already taken into account of in calculating Consolidated Adjusted EBITDA for the relevant period (other than, in the case of cash receipts, Net Cash Proceeds):	$[___, ___, ___]
		(d)	the amount of any cash receipts in respect of any Tex rebates or credits and deducting that amount actually paid or due and payable in respect of Taxes during that relevant period by any Group Member:	$[___, ___, ___]
		(e)	to the extent not already taken into account in determining Consolidated Adjusted EBITDA, the amount of any dividends or other profit distributions received in cash by any Group Member from any entity which is itself not a Group Member and deducting (to the extent not already deducted in determining Consolidated Adjusted EBITDA) the amount of any dividends or other profit distributions paid in cash during the relevant period to any shareholders in any Group Member which is itself not a Group Member:	$[___, ___, ___]
		(f)	the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) and deducting the amount of any non-cash credits (which are not already included within Consolidated Current Assets or Consolidated Current Liabilities) in each case to the extent taken into account in establishing Consolidated Adjusted EBITDA:	$[___, ___, ___]
	(ii)	less: (a) + (b) + (c) + (d) + (e) + (f) =		$[___, ___, ___]
		(a)	the amount of Consolidated Capital Expenditure actually made (or due to be made) by any Group Member:9	$[___, ___, ___]
		(b)	the aggregate of any cash consideration paid for, or the cash cost of, any Permitted Acquisition:	$[___, ___, ___]

8	Commencing with the Fiscal Year ending December 31, 2011.
9	Except to the extent funded from (1) the Net Cash Proceeds of an Asset Disposition or the Net Cash Proceeds of a Casualty Event permitted to be retained for this purpose; or (2) financed with the issuance of Equity Interests of the Parent that are not applied to prepay the Loans pursuant to Section 2.14(d) of the Credit Agreement.

EXHIBIT C-1-A-4

		(c)	the amount of any cash Investments in a Joint Venture:	$[___, ___, ___]
		(d)	the amounts paid in cash from operating cash flow of scheduled repayments of Indebtedness for borrowed money:10	$[___, ___, ___]
		(e)	scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof):	$[___, ___, ___]
		(f)	consolidated cash interest expense:	$[___, ___, ___]
7. Consolidated Net Cash Interest Expense (for the prior four Fiscal Quarter Period):11 (i) — (ii) =				$[___, ___, ___]
	(i)	total interest expense (including that portion attributable to Capital Leases in accordance with GAAP (or IFRS, as applicable)) of the Group on a consolidated basis with respect to all outstanding Indebtedness of the Group (net of cash interest earned):		$[___, ___, ___]
	(ii)	less: (a) + (b) + (c) =		$[___, ___, ___]
		(a)	any amount not payable in cash in such period:	$[___, ___, ___]
		(b)	any one-off financing fees in connection with the Transaction, including any amounts referred to in Section 2.11(e), (f) or (g) of the Credit Agreement payable on or before the Closing Date:12	$[___, ___, ___]
		(c)	total interest income due on a consolidated basis to the Group with respect to the cash and Cash Equivalents balances of the Group, as determined on a consolidated basis in accordance with GAAP (or IFRS, as applicable):	$[___, ___, ___]
8. Consolidated Net Income (for the prior four Fiscal Quarter Period): 13 (i) — (ii) =				$[___, ___, ___]
	(i)	the net income (or loss) of the Group on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP (or IFRS, as applicable):14		$[___, ___, ___]

10	Excluding for the avoidance of doubt, scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof) and any purchases (or repayments) in connection therewith of Loans pursuant to Section 2.13(c) of the Credit Agreement.
11	For any testing period ending less than four Fiscal Quarters after the Closing Date, Consolidated Net Cash Interest Expense shall be annualized for the period from the Closing Date to the relevant testing date, by multiplying Consolidated Net Cash Interest Expense by A/ B, where A=365 and B equals the number of days elapsed since (and including) the Closing Date.
12	To the extent included in such Person’s consolidated interest expense.
13	For the avoidance of doubt, cash amounts used by the Borrowers to make purchases of debt (including purchases of Loans under Section 2.13(c) of the Credit Agreement and purchases of the Senior Notes) shall not reduce Consolidated Net Income, nor will any non-cash gain associated with the cancellation of such purchased debt increase Consolidated Net Income.
14	Before any adjustment for profit and loss attributable to minority interests and capitalized interest.

EXHIBIT C-1-A-5

	(ii)	less: (a) + (b) + (c) + (d) + (e) =		$[___, ___, ___]
		(a)	the income (or loss) of any Person (other than a Group Member) in which any other Person (other than a Group Member) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to any Group Member by such Person:	$[___, ___, ___]
		(b)	the income (or loss) of any Person accrued prior to the date it becomes a Group Member or is merged into or consolidated with the Group or that Person’s assets are acquired by any Group Member:	$[___, ___, ___]
		(c)	the income of any Subsidiary of the U.S. Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary:	$[___, ___, ___]
		(d)	any after-tax non-cash gains (or losses) attributable to Asset Disposition or returned surplus assets of any Pension Plan:	$[___, ___, ___]
		(e)	to the extent not included in clauses (a) through (d) above, any net extraordinary gains or net extraordinary losses:	$[___, ___, ___]
9. Consolidated Net Total Debt (as of the date of determination): (i) — (ii) =				$[___, ___, ___]
	(i)	the aggregate stated balance sheet amount of all Indebtedness (including guarantees) of the Group determined on a consolidated basis in accordance with GAAP (or IFRS, as applicable), exclusive of any Contingent Liability in respect of any Letter of Credit:		$[___, ___, ___]
	(ii)	less, the amount of unrestricted cash or Cash Equivalents of the Group, determined on a consolidated basis in accordance with GAAP (or IFRS, as applicable):		$[___, ___, ___]
10. Consolidated Working Capital (as of the date of determination): (i) — (ii) =				$[___, ___, ___]
	(i)	Consolidated Current Assets:		$[___, ___, ___]
	(ii)	less, Consolidated Current Liabilities:		$[___, ___, ___]
11. Consolidated Working Capital Adjustment (as of the date of determination): 15 (i) — (ii) =				$[___, ___, ___]

15 In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any Permitted Acquisition during such period; provided, that there shall be included with respect to any Permitted Acquisition during such period an amount (which may be a negative number) by which

EXHIBIT C-1-A-6

	(i)	Consolidated Working Capital as of the beginning of such period (as of the date of determination for the Fiscal Quarter ending immediately prior to the prior four Fiscal Quarter Period):		$[___, ___, ___]
	(ii)	less, Consolidated Working Capital as of the end of such period (as of the date of determination):		$[___, ___, ___]
12. Debt Service (for the prior four Fiscal Quarter period): 16 (i) + (ii) + (iii) =				$[___, ___, ___]
	(i)	Consolidated Net Cash Interest Expense for the relevant period17:		$[___, ___, ___]
	(ii)	the aggregate of all scheduled repayments of Indebtedness falling due during the relevant period:		$[___, ___, ___]
		less: (a) + (b) + (c) + (d) =		$[___, ___, ___]
		(a)	any amounts falling due under any overdraft or revolving facility (including, without limitation, the Revolving Commitments and any Ancillary Facility) and which were available for simultaneous redrawing according to the terms of that facility:	$[___, ___, ___]
		(b)	any mandatory prepayment made pursuant to Section 2.14 of the Credit Agreement:	$[___, ___, ___]
		(c)	any such obligations owed to any Group Member:	$[___, ___, ___]
		(d)	any prepayment of Indebtedness existing on the Closing Date which is required to be repaid under the terms of the Credit Agreement:	$[___, ___, ___]
	(iii)	the amount of the capital element of any payments in respect of the relevant fiscal period payable under any Capital Lease entered into by any Group Member:		$[___, ___, ___]
13. Debt Service Coverage Ratio (as of the last day of any Fiscal Quarter): (i) / (ii) =
	(i)	Consolidated Cash Flow for Debt Service for the four-Fiscal Quarter Period then ended (see item 3 above):		$[___, ___, ___]
	(ii)	Debt Service for such four-Fiscal Quarter period (see item 12 above):		$[___, ___, ___]
			Actual:	_.__:1.00
			Required:	1.00:1.00

	the Consolidated Working Capital acquired in such Permitted Acquisition as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.
16	For any testing period ending less than four Fiscal Quarters after the Closing Date, Debt Service shall be calculated by reference to the actual payments by the Group from the Closing Date to the testing date.
17	This may not be the same amount as in item 7 for any testing period ending less than four Fiscal Quarters after the Closing Date.

EXHIBIT C-1-A-7

14. Interest Coverage Ratio (as of the last day of the relevant Fiscal Quarter): (i) / (ii) =
	(i)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended (see item 1 above):	$[___, ___, ___]
	(ii)	Consolidated Net Cash Interest Expense for such four-Fiscal Quarter period (see item 7 above):	$[___, ___, ___]
		Actual:	_.__:1.00
		Required:	_.__:1.00
15. Leverage Ratio (as of the last day of the relevant Fiscal Quarter): (i) / (ii) =
	(i)	Consolidated Net Total Debt (see item 9 above):	$[___, ___, ___]
	(ii)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended (see item 1 above):	$[___, ___, ___]
		Actual:	_.__:1.00
		Required:	_.__:1.00
16. Maximum Consolidated Capital Expenditures (as of the last day of the relevant Fiscal Year) (see item 2 above):18
		Actual:	$[___, ___, ___]
		Required:	$[___, ___, ___]

18 Consolidated Capital Expenditures (as adjusted in accordance with Section 6.07(c) of the Credit Agreement and item) in an aggregate amount for the Group, shall not be in excess of the corresponding amounts for the following Fiscal Years—2011: $50,000,000; 2012: $150,000,000; 2013: $150,000,000; 2014 and thereafter: $175,000,000. However, if the Leverage Ratio as of the last day of any Fiscal Year is less than [3.50:1.00], then the amount of Consolidated Capital Expenditures permitted in the next Fiscal Year as set forth in the table in Section 6.07(c) of the Credit Agreement shall be increased by $50,000,000.

EXHIBIT C-1-A-8

EXHIBIT C-2 TO
CREDIT AND GUARANTY AGREEMENT

GUARANTOR COVERAGE CERTIFICATE

To: Deutsche Bank AG New York Branch as Administrative Agent (as defined below)

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

     4. I am the chief financial officer of the Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (“Foreign Borrower”).

     5. In my capacity as chief financial officer, I have reviewed the terms of the Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     6. Reference is made to Sections 5.01(c) and 5.20 of the Credit and Guaranty Agreement, and in accordance with such sections, pursuant to which the undersigned in my capacity as chief financial officer hereby certifies as follows:

(a)	as at [______]1 (such date, the “Determination Date”), the Determination Date, the Consolidated Adjusted EBITDA attributable to (i) the Loan Parties as a group (taking each entity on an unconsolidated basis and excluding all intercompany items) is no less than 85% of the earnings before interest, tax, depreciation and amortization of the Group and (ii) each Subsidiary of the Parent (other than a Loan Party) on an individual basis is no more than 3.0% of the earnings before interest, tax, depreciation and amortization of the Group;
(b)	as at the Determination Date, the aggregate (without duplication) total Consolidated Total Assets of (i) the Loan Parties as a group (taking each entity on an unconsolidated basis and excluding all intercompany items) is no less than 85% of the total Consolidated Total Assets of the Group and (ii) each Subsidiary of the Parent (other than a Loan Party) on an individual basis is no more than 3.0% of the total Consolidated Total Assets of the Group; and
(c)	as at the Determination Date, the aggregate (without duplication) turnover attributable to (i) the Loan Parties as a group (taking each entity on an unconsolidated basis and excluding all intercompany items) is no less than 85% of the aggregate turnover of the Group and (ii) each Subsidiary of the Parent (other than a Loan Party) on an individual basis is no more than 3.0% of the aggregate turnover of the Group.

1 To be the date of the most recent quarter’s financial statements provided to the Lenders pursuant to Section 5.01(a) or (b) of the Credit Agreement, as applicable, or, with respect to the first delivery hereof following the Closing Date, the financial statements dated as of December 31, 2010.

EXHIBIT C-2-1

The foregoing certifications, are made and delivered [mm/dd/yy] pursuant to Section 5.01(c) of the Credit Agreement.

GRIFOLS, S.A.
By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT C-2-2

EXHIBIT D TO
CREDIT AND GUARANTY AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement (the “Assignment”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as set forth below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and swingline loans included in such facilities); (ii) all of the Assignor’s rights and obligations as beneficiary of the Security Documents and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and swingline loans included in such facilities) and (iii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

     In furtherance of clause (ii) above, if after the date hereof proceeds of Collateral are received by the Assignor in respect of the Assigned Interest, all such proceeds shall be turned over to the Administrative Agent or Collateral Agent, as applicable, for distribution to the Assignee subject to and in accordance with Section 2.17 of the Credit Agreement.

     If the Assigned Interest includes an interest in a Foreign Loan as indicated below, the Assignee confirms, if required by the proviso in Section 10.06(c)(ii) of the Credit Agreement, (without prejudice to the validity of this Agreement) that:

          (a) it [is]/ [is not] a Qualifying Lender¹; and

¹ Or, if the Assignee is not a Qualifying Lender, the Assignee shall have provided satisfactory evidence to the Administrative Agent that Spanish Corporate Income Tax or Non-Resident Income Tax, as the case may be, is otherwise not applicable by way of withholding or deduction to any interest paid by the Foreign Borrower to such Assignee.

EXHIBIT D-1

(b) in accordance with Section 2.20(c)(ii) of the Credit Agreement, it [has provided the Administrative Agent]/[will provide the Administrative Agent on or before the first succeeding Interest Payment Date after the Assignment Effective Date specified in this Assignment] with a validly issued, in accordance with applicable Spanish tax laws and regulations thereto, tax residence certificate issued by the tax authorities of its country of tax residence stating that such Assignee is resident for tax purposes therein (with the exception of a Qualifying Lender which qualifies as such pursuant to letters (d) and (e) of the definition of Qualifying Lender, in which case it will have to provide satisfactory evidence that such Qualifying Lender meets the requirements imposed under applicable tax laws in order for such interest to be paid without a deduction of withholding for or on account of Spanish taxes). In the event the Assignee is in a position to claim full exemption of withholding taxes imposed by the Kingdom of Spain pursuant to an applicable double tax treaty, the tax residence certificate to be provided by such Assignee must expressly state that the Assignee is a resident of its country of tax residence for purposes of the applicability of the double tax treaty between its country of tax residence and the Kingdom of Spain.

     In addition, the Assignee confirms that it is aware that under Spanish laws currently in force, a tax residence certificate (such as the certificates described above) is deemed to be valid for a period of one (1) year as from its date of issuance, and that in accordance with Section 2.20(c)(ii) of the Credit Agreement, the Assignee shall be required to provide newly-issued tax certificates complying with the abovementioned requirements on an annual basis.

     If the Assigned Interest includes an interest in a U.S. Loan as indicated below, the Assignee confirms (without prejudice to the validity of this Assignment) that:

(c)

it [is]/[is not] a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code (“Code”)); and

(d)

in accordance with Section 2.20(c)(iii) of the Credit Agreement, it has provided the Administrative Agent with two properly completed and duly executed Internal Revenue Service Forms [W-9]/[W-8BEN]/[W-8ECI]/[W-8EXP]/[W-8IMY], together with any supplementary information the Assignee is required to transmit with such form, including a Certificate of Non-Bank Status confirming the Assignee’s eligibility for the portfolio interest exemption described in Section 871(h) of the Code where the Assignee intends to rely on such exemption.

1.	Assignor:	______________________
2.	Assignee:	______________________ [and is an Affiliate/Approved Fund2]
3.	U.S. Borrower:	Grifols Inc.
4.	Foreign Borrower:	Grifols, S.A.
5.	Administrative Agent:	Deutsche Bank AG New York Branch, as the administrative agent under the Credit Agreement
6.	Credit Agreement:	The Credit and Guaranty Agreement dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the

² Select as applicable.

EXHIBIT D-2

“Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

7. Assigned Interest:

	Aggregate Amounts
	of		Amount of
	Commitment/Loans		Commitment/Loans		Percentage Assigned of
Facility Assigned	for all Lenders		Assigned		Commitment/Loans3
U.S. Tranche A Term Loans		[ ]		$ _____________		_____________	%
Foreign Tranche A Term Loans		[ ]		€ _____________		_____________	%
U.S. Tranche B Term Loans		[ ]		$ _____________		_____________	%
Foreign Tranche B Term Loans		[ ]		€ _____________		_____________	%
U.S. Revolving Loans		[ ]		$ _____________		_____________	%
U.S. Multicurrency Revolving Loans		[ ]		[_]4_____________		_____________	%
Foreign Revolving Loans		[ ]		€ _____________		_____________	%

3	Set forth, to at least nine (9) decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
4	Any Approved Currency.

EXHIBIT D-3

Assignment Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

EXHIBIT D-4

The terms set forth in this Assignment are hereby agreed to:  

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE [NAME OF ASSIGNEE]
By:
	Title:

Consented to and Accepted: [DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:
	Title:                 ]5
[Consented to: GRIFOLS INC.
By:
	Title:                 ]6
[Consented to:
GRIFOLS, S.A.
By:
	Title:                 ]7

5	To be added only if the consent of the Administrative Agent is required for the applicable assignment by the terms of the Credit Agreement.
6	To be added only if the consent of the U.S. Borrower is required for the applicable assignment by the terms of the Credit Agreement.
7	To be added only if the consent of the Foreign Borrower is required for the applicable assignment by the terms of the Credit Agreement.

EXHIBIT D-5

ANNEX 1
TO EXHIBIT D

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any Subsidiary or Affiliate thereof or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any Subsidiary or Affiliate thereof or any other Person of any of their respective obligations under any Loan Document.

          1.2. Assignee. The Assignee (a) repeats each Lender acknowledgment set forth in Section 9.05 of the Credit Agreement; (b) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender and upon becoming a Lender as of the Assignment Effective Date, it is not a Defaulting Lender, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit Agreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; (c) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes (i) the Administrative Agent and (ii) the Collateral Agent to take such action as agent in their respective capacities on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto.

          2. Payments. From and after the Assignment Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Assignment Effective Date and to the Assignee for amounts which have accrued from and after the Assignment Effective Date.

          3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page

EXHIBIT D-1-1

of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment and the rights and obligations of the parties under this Assignment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to principles of conflicts of laws that would result in the application of any law other than the law of the State of New York.

[Remainder of page intentionally left blank]

EXHIBIT D-1-2

EXHIBIT E TO
CREDIT AND GUARANTY AGREEMENT

CERTIFICATE RE NON-BANK STATUS

          Reference is made to the Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation as U.S. Borrower, a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, as Parent and as Foreign Borrower, the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, as Lenders, and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not: (i) a “bank” that is acquiring any interest in a Loan in the ordinary course of its trade or business; (ii) a “10-percent shareholder” within the meaning of Section 871(h)(3); or (iii) a “controlled foreign corporation” that is related to any Borrower within the meaning of Section 864(d)(4), in each case as within the meaning of Section 881(c)(3) of the Internal Revenue Code. of 1986.

[NAME OF LENDER]
By:
	Name:
	Title:

EXHIBIT E-1

EXHIBIT F-1 TO
CREDIT AND GUARANTY AGREEMENT

CLOSING DATE CERTIFICATE

     THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

     1. I am the chief financial officer of [Grifols Inc., a Delaware corporation (the “U.S. Borrower”)][Grifols, S.A., a a sociedad anónima organized under the laws of the Kingdom of Spain (the “Foreign Borrower”)].

     2. In my capacity as chief financial officer, I have reviewed the terms of Section 3 of the Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent”), the Parent (the “Foreign Borrower” and, together with the U.S. Borrower, the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), and the definitions and provisions contained in such Credit Agreement relating thereto, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

     3. Based upon my review and examination described in paragraph 2 above, I certify, in my capacity as chief financial officer on behalf of the Borrowers, that as of the date hereof:

     (i) each of the conditions precedent described in Section 3.01 of the Credit Agreement have been satisfied on the Closing Date (except to those conditions precedent that are obligations of the Administrative Agent or the Required Lenders, including but not limited to the Administrative Agent’s or Required Lenders’ satisfaction with any document, instrument or other matter);

     (ii) either (x) no Required Disposal has occurred or is required to permit the Merger or (y) any Required Disposal that has occurred or will be required would be permitted under Section 6.08(k) of the Credit Agreement;

     (iii) no terms or conditions of the Merger Agreement have been amended, waived or terminated without the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), except to the extent that it is not materially adverse to the Lenders; and

     (iv) the Parent (or any of its Subsidiaries) have entered into one or more Receivables Sales, Project Dispositions or sale and leaseback or similar arrangement, and the Parent has received Net Cash Proceeds from such Receivable Sale, Project Disposition, sale and leaseback or other arrangement in an amount not less than $225,000,000 less the Working Capital Improvement Amount.

EXHIBIT F-1-1

The foregoing certifications are made and delivered as of [______], 20[__].

[GRIFOLS INC.] [GRIFOLS, S.A.]
Name:
Title:	Chief Financial Officer

EXHIBIT F-1-2

EXHIBIT F-2 TO
CREDIT AND GUARANTY AGREEMENT

SOLVENCY CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

     1. I am the chief financial officer of [[Grifols Inc., a Delaware corporation (the “U.S. Borrower”)][Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Foreign Borrower”)].

     2. Reference is made to that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     3. In my capacity as chief financial officer, I have reviewed the terms of Sections 3, 4.07, and 4.19 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, and, in my opinion in such capacity, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

     4. Based upon my review and examination described in paragraph 3 above, I certify, solely in my capacity, that as of the date hereof, after giving effect to the consummation of the Transactions, the related financings and the other transactions contemplated by the Loan Documents, the Loan Parties, on a consolidated basis, are Solvent.

     The foregoing certifications are made and delivered as of [______], 2010.

[GRIFOLS INC.][GRIFOLS, S.A.]
Name:
Title:	Chief Financial Officer

EXHIBIT F-2-1

EXHIBIT G TO
CREDIT AND GUARANTY AGREEMENT

COUNTERPART AGREEMENT

     This COUNTERPART AGREEMENT, dated [mm/dd/yy] (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     Section 1. Pursuant to Section 5.12 of the Credit Agreement, the undersigned hereby:

     (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

     (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date;

     (c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;

     (d) agrees, to irrevocably, unconditionally, jointly and severally with the other Guarantors, to guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and

     (e) [the undersigned hereby (i) agrees that this counterpart may be attached to the [U.S. Pledge and Security Agreement], (ii) agrees that the undersigned will comply with all the terms and conditions of the [U.S. Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the [U.S. Pledge and Security Agreement]) of the undersigned, subject to the terms of Section 2 of the [U.S. Pledge and Security Agreement], in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the [U.S. Pledge and Security Agreement]. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the [U.S. Pledge and Security Agreement].]¹

     Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent

¹ To the extent any additional security documents, including any foreign law security documents, are required to be delivered by the Credit Agreement, such additional documentation will be separately delivered.

EXHIBIT G-1

may request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

[Section 3. [Mutually agreed local law guarantor limitations to be inserted as applicable.]]

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

EXHIBIT G-2

     IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

Address for Notices:

____________________________
____________________________
____________________________
Attention:
Telecopier

with a copy to:

____________________________
____________________________
____________________________
Attention:
Telecopier

ACKNOWLEDGED AND ACCEPTED, as of the date above first written: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent
By:
	Name:
	Title:

EXHIBIT G-3

EXHIBIT H TO
CREDIT AND GUARANTY AGREEMENT

U.S. PLEDGE AND SECURITY AGREEMENT

dated as of ______ __, 2010

between

EACH OF THE GRANTORS PARTY HERETO

and

DEUTSCHE BANK AG NEW YORK BRANCH,

as Collateral Agent

TABLE OF CONTENTS

	PAGE
SECTION 1. DEFINITIONS; GRANT OF SECURITY.		1
1.1 General Definitions		1
1.2 Definitions; Interpretation		6
SECTION 2. GRANT OF SECURITY.		7
2.1 Pledge and Grant of Security		7
2.2 Certain Limited Exclusions		8
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.		8
3.1 Security for Obligations		8
3.2 Continuing Liability Under Collateral		9
SECTION 4. CERTAIN PERFECTION REQUIREMENTS		9
4.1 Delivery Requirements		9
4.2 Control Requirements		9
4.3 Intellectual Property Recording Requirements		10
4.4 Other Actions		11
4.5 Timing and Notice		11
SECTION 5. REPRESENTATIONS AND WARRANTIES		12
5.1 Grantor Information & Status		12
5.2 Collateral Identification, Special Collateral.		12
5.3 Ownership of Collateral and Absence of Other Liens		13
5.4 Status of Security Interest		13
5.5 Goods & Receivables		14
5.6 Pledged Equity Interests, Investment Related Property		15
SECTION 6. COVENANTS AND AGREEMENTS		15
6.1 Grantor Information & Status		15
6.2 Collateral Identification; Special Collateral; Defense of Collateral		15
6.3 Ownership of Collateral and Absence of Other Liens		16
6.4 Status of Security Interest		16
6.5 Goods & Receivables		16
6.6 Pledged Equity Interests, Investment Related Property		18
SECTION 7. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.		19
7.1 Further Assurances		19
7.2 Additional Grantors		21
SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.		21
8.1 Power of Attorney		21
8.2 No Duty on the Part of Collateral Agent or Secured Parties		22
8.3 Appointment Pursuant to Credit Agreement		22
SECTION 9. REMEDIES		22
9.1 Generally		22

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	PAGE
9.2 Application of Proceeds		23
9.3 Sales on Credit		24
9.4 Investment Related Property		24
9.5 Grant of Intellectual Property License		24
9.6 Intellectual Property		25
9.7 Cash Proceeds; Deposit Accounts		26
SECTION 10. COLLATERAL AGENT		26
SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.		27
SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM		28
SECTION 13. MISCELLANEOUS.		28
SCHEDULE 5.1 — GENERAL INFORMATION
SCHEDULE 5.2 — COLLATERAL IDENTIFICATION
SCHEDULE 5.4 — FINANCING STATEMENTS
EXHIBIT A — PLEDGE SUPPLEMENT
EXHIBIT B — UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C — SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D — DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E — TRADEMARK SECURITY AGREEMENT
EXHIBIT F — PATENT SECURITY AGREEMENT
EXHIBIT G — COPYRIGHT SECURITY AGREEMENT
EXHIBIT H — FORM OF NOTICE OF SPECIFIED HEDGE AGREEMENT

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          This U.S. PLEDGE AND SECURITY AGREEMENT, dated as of _________, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Grifols Inc., a Virginia corporation (the “U.S. Borrower”), and each of the subsidiaries of the Parent party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (other than the Collateral Agent, each, a “Grantor”), and Deutsche Bank AG New York Branch as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the ”Collateral Agent”).

RECITALS:

     WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the U.S. Borrower, Grifols, S.A., a sociedad anonima organized under the laws of the Kingdom of Spain (the “Parent” and in its capacity as a borrower thereunder, the “Foreign Borrower” and together with the U.S. Borrower, the “Borrowers”), and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY“), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedge Agreements, Cash Management Agreements and the Treasury Transactions with one or more Lender Counterparties;

     WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement, the Hedge Agreements, the Cash Management Agreements and the Treasury Transactions, respectively, each Grantor has agreed to secure such Grantor’s obligations under the Loan Documents, the Hedge Agreements, the Cash Management Agreements and the Treasury Transactions as set forth herein; and

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Collateral Agent agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

     1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

          “Additional Grantor” shall have the meaning assigned in Section 7.2.

          “Agreement” shall have the meaning set forth in the preamble.

          “Cash Proceeds” shall have the meaning assigned in Section 9.7.

          “Collateral” shall have the meaning assigned in Section 2.1.

          “Collateral Account” shall mean any account established by the Collateral Agent.

          “Collateral Agent” shall have the meaning set forth in the preamble.

          “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

          “Control” shall mean: (i) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (ii) with respect to any Securities Accounts, Security Entitlements, Commodity Contract or Commodity Account, control within the meaning of Section 9-106 of the UCC, (iii) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC, (iv) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (v) with respect to any Electronic Chattel Paper, control within the meaning of Section 9-105 of the UCC, (vi) with respect to Letter of Credit Rights, control within the meaning of Section 9-107 of the UCC and (vii) with respect to any “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), control within the meaning of Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in the jurisdiction relevant to such transferable record.

          “Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in the Internal Revenue Code.

          “Copyright Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or to any Copyright or otherwise providing for a covenant not to sue for infringement or other violation of any Copyright (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Copyright Licenses” (as such schedule may be amended or supplemented from time to time).

          “Copyrights” shall mean all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited to industrial designs, Protected Designs within the meaning of 17 U.S.C. 1301 et. Seq. and Community designs), and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as well as all moral rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(II) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights to sue

2

or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “Credit Agreement ”shall have the meaning set forth in the recitals.

          “Event of Default ”shall have the meaning set forth in the Credit Agreement.

          “Excluded Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for as long as, so excluded thereunder.

          “Grantors ”shall have the meaning set forth in the preamble.

          “Insurance ”shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

          “Intellectual Property ”shall have the meaning set forth in the Credit Agreement.

          “Intellectual Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by the applicable Grantors, substantially in the form set forth in Exhibit E, Exhibit F and Exhibit G, as applicable.

          “Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodity Accounts and Deposit Accounts.

          “Investment Related Property” shall mean (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

          “Lender” shall have the meaning set forth in the recitals.

          “Majority Holders” shall have the meaning set forth in Section 10.

          “Material Intellectual Property” shall have the meaning set forth in the Credit Agreement.

          “Patent Licenses” shall mean all agreements, licenses and covenants providing for the granting of any right in or to any Patent or otherwise providing for a covenant not to sue for infringement or other violation of any Patent (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Patent Licenses” (as such schedule may be amended or supplemented from time to time).

          “Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing,

3

including, without limitation: (i) each patent and patent application required to be listed in Schedule 5.2(II) under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “Pledge Supplement” shall mean any supplement to this Agreement in substantially the form of Exhibit A.

          “Pledged Debt” shall mean all indebtedness for borrowed money owed to such Grantor, whether or not evidenced by any Instrument, including, without limitation, all indebtedness described on Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments, if any, evidencing such any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

          “Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of any business entity including, without limitation, any trust and all management rights relating to any entity whose equity interests are included as Pledged Equity Interests.

          “Pledged LLC Interests” shall mean all interests in any limited liability company and each series thereof including, without limitation, all limited liability company interests listed on Schedule 5.2(I) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests and all rights as a member of the related limited liability company.

          “Pledged Partnership Interests” shall mean all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 5.2(I) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and all rights as a partner of the related partnership.

          “Pledged Stock” shall mean all shares of capital stock owned by such Grantor, including, without limitation, all shares of capital stock described on Schedule 5.2(I) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time),

4

and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

          “Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

          “Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

          “Secured Obligations”shall have the meaning assigned in Section 3.1.

          “Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

          “Trademark Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or to any Trademark or otherwise providing for a covenant not to sue for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Trademark Licenses” (as such schedule may be amended or supplemented from time to time).

          “Trademarks” shall mean all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor

5

including, without limitation, the registrations and applications required to be listed in Schedule 5.2(II) under the heading “Trademarks ”(as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “Trade Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Trade Secret Licenses” (as such schedule may be amended or supplemented from time to time).

          “Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not the foregoing has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to the foregoing, and with respect to any and all of the foregoing: (i) all rights to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and (iii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“United States” shall mean the United States of America.

“U.S. Borrower” shall have the meaning set forth in the recitals.

1.2 Definitions; Interpretation.

          (a) In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment, Consignor, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary, Deposit Account, Document, Entitlement Order, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right, Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

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          (b) All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. The incorporation by reference of terms defined in the Credit Agreement shall survive any termination of the Credit Agreement until this Agreement is terminated as provided in Section 11 hereof. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2. GRANT OF SECURITY.

     2.1 Pledge and Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (all of which, being subject to Section 2.2, being hereinafter collectively referred to as the “Collateral”):

               (i) Accounts;

               (ii) Chattel Paper;

               (iii) Documents;

               (iv) General Intangibles;

               (v) Goods (including, without limitation, Inventory and Equipment);

               (vi) Instruments;

               (vii) Insurance;

               (viii) Intellectual Property;

               (ix) Investment Related Property (including, without limitation, Deposit Accounts);

               (x) Letter of Credit Rights;

               (xi) Money;

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               (xii) Receivables and Receivable Records;

               (xiii) Commercial Tort Claims now or hereafter described on Schedule 5.2

               (xiv) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

               (xv) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

     2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (i) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (x) any law, rule or regulation applicable to such Grantor, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (x) or (y) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (ii) any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation; (iii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law or (iv) any Deposit Account or Securities Account of a Grantor to the extent exclusively used for payroll, taxes, employee benefits or other similar fiduciary purposes.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

     3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations (the “Secured Obligations”).

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     3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral (including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests), and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4. CERTAIN PERFECTION REQUIREMENTS

4.1 Delivery Requirements.

          (a) With respect to any Certificated Securities included in the Collateral, each Grantor shall deliver to the Collateral Agent the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests, including, without limitation, any Pledged Partnership Interests or Pledged LLC Interests, to be similarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities.

          (b) With respect to any Instruments or Tangible Chattel Paper included in the Collateral, each Grantor shall deliver to the Collateral Agent all such Instruments or Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; provided, however, that such delivery requirement shall not apply to any Instruments or Tangible Chattel Paper having a face value amount of less than $4,000,000 individually or $12,000,000 in the aggregate.

4.2 Control Requirements.

          (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than $4,000,000 individually or $12,000,000 in the aggregate; provided, further, that the foregoing requirements shall not apply to those non-U.S. jurisdictions in which the Collateral Agent determines, in its reasonable discretion, that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and

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substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor during the occurrence and continuance of an Event of Default. With respect to any such Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor during the occurrence and continuance of an Event of Default. With respect to any such Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent.

          (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor.

          (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value exceeding $4,000,000 individually or $12,000,000 in the aggregate, Grantor shall promptly use commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent.

          (d) With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $4,000,000 individually or $12,000,000 in the aggregate.

4.3 Intellectual Property Recording Requirements.

          (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit F hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

          (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

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          (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit G hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

          (d) In the case of any Collateral (whether now owned or hereafter acquired or created) consisting of foreign, international, or multi-national issued/registered Patents, registered Trademarks, registered Copyrights, or any applications for any of the foregoing, each Grantor shall (i) execute, deliver to the Collateral Agent, and record security agreements (or supplements thereto) covering all such Patents, Trademarks, and Copyrights in appropriate form for recordation with the applicable foreign, international, or multi-national registers with respect to the security interest of the Collateral Agent, and (ii) take such additional actions or make such additional filings or recordings as may be necessary or advisable, under the laws of the applicable jurisdiction to ensure the validity, perfection and priority of the security interest of the Collateral Agent; provided, however, that the foregoing requirements shall not apply to those jurisdictions in which the Collateral Agent determines, in its reasonable discretion, that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby.

4.4 Other Actions.

          (a) If any issuer of any Pledged Equity Interest is organized under a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent.

          (b) With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Collateral Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent of its designee, and to the substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all Investment Related Property to the Collateral Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

     4.5 Timing and Notice. With respect to any Collateral in existence on the Closing Date, each Grantor shall comply with the requirements of Section 4 on the date hereof subject to Section 3.01(g) and (h) of the Credit Agreement and except as set forth in Section 5.23 of the Credit Agreement and, with respect to any Collateral hereafter owned or acquired, such Grantor shall comply with such requirements within 30 (thirty) days following the Fiscal Quarter most recently ended during which such Grantor acquired such rights therein (each such date, an

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“Updating Date”); and, with respect to any Collateral of any Loan Party that becomes a Grantor after the date hereof, promptly upon such Loan Party becoming a Grantor (or such later time as may be agreed by the Collateral Agent). Each Grantor shall promptly inform the Collateral Agent of its acquisition of any Collateral for which any action is required by Section 4 hereof (including, for the avoidance of doubt, the filing of any applications for, or the issuance or registration of, any Patents, Copyrights or Trademarks) within thirty (30) days following the end of the Fiscal Quarter during which such acquisition occurred. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the requirement that the Grantors take actions necessary to perfect the Collateral Agent’s security interest in the Collateral shall be subject to Section 3.01(g) and (h) of the Credit Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

     5.1 Grantor Information & Status.

          (a) Schedule 5.1(A) & (B) (as such schedule may be amended or supplemented from time to time with written notice to the Collateral Agent) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts business, (3) the type of organization of such Grantor, (4) the jurisdiction of organization of such Grantor, (5) its organizational identification number, if any, and (6) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located.

          (b) except as provided on Schedule 5.1(C), (as such schedule may be amended or supplemented from time to time with written notice to the Collateral Agent) it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the five (5) years preceding the Closings Date or if such Grantor becomes a Grantor on a date after the Closing Date, five (5) years preceding such date;

          (c) it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such schedule may be amended or supplemented from time to time);

          (d) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) (as such schedule may be amended or supplemented from time to time with written notice to the Collateral Agent) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) (as such schedule may be amended or supplemented from time to time) and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and

          (e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).

5.2 Collateral Identification, Special Collateral.

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          (a) Schedule 5.2, as of the Closing Date, sets forth under the appropriate headings all of such Grantor’s: (1) Pledged Equity Interests, (2) Pledged Debt, (3) Securities Accounts other than any Securities Accounts holding assets with a market value of less than $4,000,000 individually or $12,000,000 in the aggregate, (4) Deposit Accounts other than any Deposit Accounts holding less than $4,000,000 individually or $12,000,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts other than any Commodity Contracts and Commodity Accounts, in each case, holding assets with a market value of less than $4,000,000 individually or $12,000,000 in the aggregate, (6) United States and foreign registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each Grantor, (7) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses constituting Material Intellectual Property, (8) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $4,000,000 individually or $12,000,000 in the aggregate, (9) Letter of Credit Rights for letters of credit other than any Letter of Credit Rights worth less than $4,000,000 individually or $12,000,000 in the aggregate, (10) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible person property having a value less than $4,000,000 individually or $12,000,000 in the aggregate and (11) Material Contracts; and

          (b) As of the Closing Date (A) no material portion of the Collateral constitutes or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance Receivables; (5) timber to be cut, or (6) aircraft, aircraft engines, satellites, ships or railroad rolling stock and (B) no material portion of the Collateral consists of motor vehicles or other goods subject to a certificate of title statute of any jurisdiction.

5.3 Ownership of Collateral and Absence of Other Liens.

          (a) it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, developed or created (including by way of lease or license), will continue to own or have such rights in each item of the Collateral (except as otherwise permitted by the Credit Agreement), in each case free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by another Person other than any Permitted Liens; and

          (b) other than any financing statements filed in favor of the Collateral Agent, no effective financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any material part of the Collateral is on file in any filing or recording office except for (x) financing statements for which duly authorized proper termination statements have been delivered to the Collateral Agent for filing and (y) financing statements filed in connection with Permitted Liens. Other than the Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contract, no Person is in Control of any Collateral other than in connection with Permitted Liens.

5.4 Status of Security Interest.

          (a) upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set

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forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, first priority Liens subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement, if any, purporting to give the Collateral Agent Control over any Collateral is effective to establish the Collateral Agent’s Control of the Collateral subject thereto;

          (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens);

          (c) except as have been obtained or made and are in full force and effect, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens in material Collateral purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any material Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and

          (d) each Grantor is in compliance with its obligations under Section 4 hereof.

5.5 Goods & Receivables.

          (a) To the knowledge of the relevant Grantor, each Receivable which is material to the Grantors, taken as a whole, (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable in accordance with its terms, (iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise) and (iv) is and will be in compliance with all applicable laws, whether federal, state, local or foreign;

          (b) None of the Account Debtors in respect of any Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign except with respect to which the relevant Grantor has complied with Section 6.5(b). No Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent with respect to which the relevant Grantor has used commercially reasonable efforts to obtain; and

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          (c) no Goods which are a material portion of the Collateral now or hereafter produced by any Grantor have been or will be produced in violation of the requirements of the Fair Labor Standards Act, as amended, or the rules and regulations promulgated thereunder.

5.6 Pledged Equity Interests, Investment Related Property.

          (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

          (b) except as have been obtained or made and are in full force and effect, no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained; and

          (c) except as set forth on Schedule 5.2 (I) (as such schedule may be amended or supplemented from time to time and in any event as of the most recent Updating Date), the Pledged LLC Interests and Pledged Partnership Interests do not represent interests (i) that by their terms provide that they are securities governed by the uniform commercial code of an applicable jurisdiction, (ii) that are dealt in or traded on securities exchanges or markets or (iii) in issuers that are registered as investment companies

SECTION 6. COVENANTS AND AGREEMENTS.

Each Grantor hereby covenants and agrees that:

6.1 Grantor Information & Status.

Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Credit Agreement, it shall not change such Grantor’s name, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing at least ten (10) days (or such lesser time as the Collateral Agent may agree) prior to any such change or establishment, identifying such new proposed name, corporate structure, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, upon completion of such merger or other change in corporate structure confirming the grant of the security interest hereunder.

6.2 Collateral Identification; Special Collateral; Defense of Collateral.

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          (a) in the event that it hereafter acquires any Collateral of a type described in Section 5.2(b) hereof, it shall promptly notify the Collateral Agent thereof in writing and take such actions and execute such documents and make such filings all at Grantor’s expense as the Collateral Agent may reasonably request in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in such Collateral, subject in the case of priority only, to any Permitted Liens.

          (b) in the event that it hereafter acquires or has any Commercial Tort Claim in excess of $4,000,000 individually or $12,000,000 in the aggregate it shall deliver to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

6.3 Ownership of Collateral and Absence of Other Liens.

          (a) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

          (b) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent in writing of any event that may have a Material Adverse Effect on (i) the value of the Collateral or any portion thereof, (ii) the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or (iii) the rights and remedies of the Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any portion thereof; and

          (c) it shall not sell, transfer or assign (by operation of law or otherwise) or exclusively license to another Person any Collateral except as otherwise permitted by the Credit Agreement.

6.4 Status of Security Interest.

          (a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of the Collateral Agent hereunder in all Collateral as valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens).

          (b) Notwithstanding the foregoing, no Grantor shall be required to take any action to perfect any Collateral that can only be perfected by (i) Control or possession, except as and to the extent specified in Section 4 hereof, (ii) foreign filings with respect to Intellectual Property, except as and to the extent specified in Section 4 hereof or (iii) filings with registrars of motor vehicles or similar governmental authorities with respect to goods covered by a certificate of title, in each case except as and to the extent specified in Section 4 hereof.

6.5 Goods & Receivables.

          (a) other than in connection with a disposition permitted by the Credit Agreement, it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;

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          (b) in the case of each Grantor, such Grantor shall, on each Updating Date, provide the Collateral Agent with written notice of any Receivable of the type described in Section 5.5(b) with respect to which compliance with this Section 6.5 is required, entered into since the last Updating Date and within thirty (30) days of such notice, unless otherwise agreed by the Collateral Agent, deliver to the Collateral Agent such documentation reasonably necessary to comply with the Assignment of Claims Act of 1940 or any applicable similar state statute or regulation with respect to the assignment of the right of payment in respect of such Receivable;

          (c) if any Equipment or Inventory in excess of $4,000,000 individually or $12,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $4,000,000 individually or $12,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has a first priority perfected security interest in such Goods;

          (d) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;

          (e) following and during the continuation of an Event of Default, such Grantor shall not, other than in the ordinary course of business and consistent with past practice, (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and

          (f) the Collateral Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (i) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral

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Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

6.6 Pledged Equity Interests, Investment Related Property.

          (a) Dividends. Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall comply with the requirements of Section 4 to the extent applicable to such property. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest.

          (b) Voting.

          (i) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, that upon the occurrence and during the continuation of an Event of Default, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, upon the occurrence and during the continuation of an Event of Default, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right referred to in the first proviso above; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and no notice of any such voting or consent need be given to the Collateral Agent; and

          (ii) Upon the occurrence and during the continuation of an Event of Default:

(1) subject to clause (b)(i) above, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall

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thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(2)

in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1; and

               (c) if any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC), on the date hereof elects to or otherwise takes any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; such Grantor owning such Pledged Partnership Interests or Pledged LLC Interests shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof; and

               (d) except as expressly permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder; provided, that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2.2 and (iii) Grantor promptly complies with the delivery and control requirements of Section 4 hereof.

SECTION 7. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.

     7.1 Further Assurances.

               (a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby subject to the limitations expressly set forth herein or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

               (i) subject to the limitations expressly set forth herein, file such financing or continuation statements, or amendments thereto, record security interests in Intellectual Property and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary, or as the Collateral

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Agent may reasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby;

          (ii) subject to the limitations expressly set forth herein, take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in any Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or issued or in which an application for registration or issuance is pending, including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing;

          (iii) if an Event of Default has occurred and is continuing, upon request by the Collateral Agent, assemble all or part of the Collateral as directed by the Collateral Agent and make such Collateral available to the Collateral Agent, at a place to be designated by the Collateral Agent that is reasonably convenient to both parties and allow inspection of the Collateral by the Collateral Agent, or persons designated by the Collateral Agent;

          (iv) if an Event of Default has occurred and is continuing, at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any material part of the Collateral; and

          (v) furnish the Collateral Agent with such information regarding the Collateral, including, without limitation, the location thereof, as the Collateral Agent may reasonably request from time to time.

          (b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, Intellectual Property Security Agreements and amendments and supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary to perfect or otherwise protect the security interest granted to the Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect. Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

          (c) Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after obtaining such Grantor’s signature to such modification by amending Schedule 5.2 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

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          7.2 Additional Grantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of the Parent to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

          8.1 Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time during the continuance of an Event of Default, in the Collateral Agent’s discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

          (a) to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

          (b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

          (c) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

          (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

          (e) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in any Intellectual Property in the name of such Grantor as debtor;

          (f) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and

          (g) to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s

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option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

     8.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty (other than a reasonable standard of care pursuant to Section 12) upon the Collateral Agent or any other Secured Party to exercise any such powers.

     8.3 Appointment Pursuant to Credit Agreement. The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The rights, duties, privileges, immunities and indemnities of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement.

SECTION 9. REMEDIES.

9.1 Generally.

          (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

          (i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;

          (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

          (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and

          (iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis, to the extent the Grantor has the lawful right to do so) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as may be commercially reasonable.

          (b) The Collateral Agent or any other Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of

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widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of the Collateral Agent hereunder.

          (c) The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

          (d) The Collateral Agent shall have no obligation to marshal any of the Collateral.

     9.2 Application of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all reasonable and documented costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to

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indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all reasonable and documented costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations in accordance with Section 2.15(d) of the Credit Agreement; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

     9.3 Sales on Credit. If the Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

     9.4 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

     9.5 Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. Such license shall include access to all media in which any of the licensed

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items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

9.6 Intellectual Property.

          (a) Anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence and during the continuation of an Event of Default:

          (i) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property rights of such Grantor, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement, and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 12 hereof in connection with the exercise of its rights under this Section 9.6, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property rights as provided in this Section 9.6, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation, dilution or other violation of any of such Grantor’s rights in the Intellectual Property by others and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing, misappropriating, diluting or otherwise violating as shall be necessary to prevent such infringement, misappropriation, dilution or other violation;

          (ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to any Intellectual Property included in the Collateral and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

          (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any other Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, any such Intellectual Property; and

          (iv) the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of any Intellectual Property of such Grantor, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(1) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall

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	be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 9.7 hereof; and
(2)	without the consent of the Collateral Agent, a Grantor shall not, other than in the ordinary course of business and consistent with past practice, adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

              (b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to any Intellectual Property of such Grantor shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

     9.7 Cash Proceeds; Deposit Accounts. (a) If any Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise) may during the occurrence of an Event of Default, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

     (b) If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.

SECTION 10. COLLATERAL AGENT.

     The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with

26

this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to the Collateral Agent including, without limitation, the provisions relating to resignation or removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall survive any termination of the Credit Agreement.

SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

     This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations (subject to the U.S. Borrower’s right pursuant to Section 9.08(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedging Obligations and contingent indemnification obligations), the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

27

SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

     The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any material part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable and documented expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

SECTION 13. MISCELLANEOUS.

     Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and the Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Loan Documents embody the entire agreement and understanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE

28

CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

          THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS “CONSENT TO JURISDICTION” AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.

          IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

GRIFOLS, INC., as Grantor
By:
	Name:
	Title:
[NAME OF OTHER GRANTORS], as Grantor
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH as Collateral Agent
By:
	Title:
By:
	Title:

29

SCHEDULE 5.1
TO PLEDGE AND SECURITY AGREEMENT

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

			Chief Executive
			Office/Sole Place of
			Business (or
Full Legal	Type of	Jurisdiction of	Residence if Grantor
Name	Organization	Organization	is a Natural Person)	Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

SCHEDULE 5.1-1

SCHEDULE 5.2
TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INVESTMENT RELATED PROPERTY

(A) Pledged Stock:

							Percentage
							of
				Stock		No. of	Outstanding
	Stock	Class of	Certificated	Certificate		Pledged	Stock of the
Grantor	Issuer	Stock	(Y/N)	No.	Par Value	Stock	Stock Issuer

(B) Pledged LLC Interests:

					Percentage of
					Outstanding
					LLC Interests of
	Limited				the Limited
	Liability	Certificated	Certificate No.	No. of Pledged	Liability
Grantor	Company	(Y/N)	(if any)	Units	Company

(C) Pledged Partnership Interests:

		Type of			Percentage of
		Partnership			Outstanding
		Interests (e.g.,			Partnership
		general or	Certificated	Certificate No.	Interests of the
Grantor	Partnership	limited)	(Y/N)	(if any)	Partnership

(D) Trust Interests or other Equity Interests not listed above:

					Percentage of
					Outstanding
		Class of Trust	Certificated	Certificate No.	Trust Interests
Grantor	Trust	Interests	(Y/N)	(if any)	of the Trust

SCHEDULE 5.2-1

(E) Pledged Debt:

		Original	Outstanding
		Principal	Principal
Grantor	Issuer	Amount	Balance	Issue Date	Maturity Date

(F) Securities Account:

	Share of Securities
Grantor	Intermediary	Account Number	Account Name

(G) Deposit Accounts:

Grantor Name of Depositary Bank Account Number Account Name

(H) Commodity Contracts and Commodity Accounts:

	Name of Commodity
Grantor	Intermediary	Account Number	Account Name

II. INTELLECTUAL PROPERTY

(A) Copyrights

			Registration Number	Registration Date (if
Grantor	Jurisdiction	Title of Work	(if any)	any)

(B) Copyright Licenses

		Registration Number (if
	Description of Copyright	any) of underlying
Grantor	License	Copyright	Name of Licensor

SCHEDULE 5.2-2

(C) Patents

			Patent
			Number/(Application	Issue Date/(Filing
Grantor	Jurisdiction	Title of Patent	Number)	Date)

(D) Patent Licenses

	Description of Patent	Patent Number of
Grantor	License	underlying Patent	Name of Licensor

(E) Trademarks

			Registration
			Number/(Serial	Registration
Grantor	Jurisdiction	Trademark	Number)	Date/(Filing Date)

(F) Trademark Licenses

	Description of Trademark	Registration Number of
Grantor	License	underlying Trademark	Name of Licensor

(G) Trade Secret Licenses

Grantor Description of Trade Secret License Name of Licensor

SCHEDULE 5.2-3

III. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

IV. LETTER OF CREDIT RIGHTS

Grantor Description of Letters of Credit

V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

SCHEDULE 5.2-4

SCHEDULE 5.4 TO
PLEDGE AND SECURITY AGREEMENT

FINANCING STATEMENTS:

Grantor Filing Jurisdiction(s)

SCHEDULE 5.4-1

EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

     This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [mm/dd/yy] (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among Grifols Inc., the other Grantors named therein, and Deutsche Bank AG New York Branch, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

     Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

          THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

     IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

[NAME OF GRANTOR]
By:
	Name:
	Title:

EXHIBIT A-1

SUPPLEMENT TO SCHEDULE 5.1
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

			Chief Executive
			Office/Sole Place of
			Business (or
Full Legal	Type of	Jurisdiction of	Residence if Grantor
Name	Organization	Organization	is a Natural Person)	Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 5.2
TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

     I. INVESTMENT RELATED PROPERTY

(A) Pledged Stock:

							Percentage
							of
				Stock		No. of	Outstanding
	Stock	Class of	Certificated	Certificate		Pledged	Stock of the
Grantor	Issuer	Stock	(Y/N)	No.	Par Value	Stock	Stock Issuer

     Pledged LLC Interests:

					Percentage of
					Outstanding
					LLC Interests of
	Limited				the Limited
	Liability	Certificated	Certificate No.	No. of Pledged	Liability
Grantor	Company	(Y/N)	(if any)	Units	Company

     Pledged Partnership Interests:

		Type of			Percentage of
		Partnership			Outstanding
		Interests (e.g.,			Partnership
		general or	Certificated	Certificate No.	Interests of the
Grantor	Partnership	limited)	(Y/N)	(if any)	Partnership

     Pledged Trust Interests:

					Percentage of
					Outstanding
		Class of Trust	Certificated	Certificate No.	Trust Interests
Grantor	Trust	Interests	(Y/N)	(if any)	of the Trust

     Pledged Debt:

		Original	Outstanding
		Principal	Principal
Grantor	Issuer	Amount	Balance	Issue Date	Maturity Date

EXHIBIT A-3

Securities Account:

	Share of Securities
Grantor	Intermediary	Account Number	Account Name

     Deposit Accounts:

Grantor Name of Depositary Bank Account Number Account Name

     Commodities Accounts:

	Name of Commodities
Grantor	Intermediary	Account Number	Account Name

(B)

Grantor Date of Acquisition Description of Acquisition

II. INTELLECTUAL PROPERTY

     (A) Copyrights

			Registration Number	Registration Date (if
Grantor	Jurisdiction	Title of Work	(if any)	any)

     (B) Copyright Licenses

		Registration Number (if
	Description of Copyright	any) of underlying
Grantor	License	Copyright	Name of Licensor

     (C) Patents

			Patent
			Number/(Application	Issue Date/(Filing
Grantor	Jurisdiction	Title of Patent	Number)	Date)

EXHIBIT A-4

     (D) Patent Licenses

	Description of Patent	Patent Number of
Grantor	License	underlying Patent	Name of Licensor

     (E) Trademarks

			Registration
			Number/(Serial	Registration
Grantor	Jurisdiction	Trademark	Number)	Date/(Filing Date)

     (F) Trademark Licenses

	Description of Trademark	Registration Number of
Grantor	License	underlying Trademark	Name of Licensor

     (G) Trade Secret Licenses

Grantor Description of Trade Secret License Name of Licensor

     III. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

EXHIBIT A-5

IV. LETTER OF CREDIT RIGHTS

Grantor Description of Letters of Credit

V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

EXHIBIT A-6

SUPPLEMENT TO SCHEDULE 5.4 TO
PLEDGE AND SECURITY AGREEMENT

Financing Statements:

Grantor Filing Jurisdiction(s)

EXHIBIT A-7

SUPPLEMENT TO SCHEDULE 5.5
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Location of Equipment and Inventory

EXHIBIT A-8

EXHIBIT B
TO PLEDGE AND SECURITY AGREEMENT

UNCERTIFICATED SECURITIES CONTROL AGREEMENT

     This Uncertificated Securities Control Agreement dated as of [_________], 20[__] among [________________] (the “Pledgor”), Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties, (the “Collateral Agent”) and [____________], a [________] [corporation] (the “Issuer”). Capitalized terms used but not defined herein shall have the meaning assigned in the Pledge and Security Agreement dated [as of the date hereof], among the Pledgor, the other Grantors party thereto and the Collateral Agent (the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

     Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of the date hereof the Pledgor is the registered owner of [__________] shares of the Issuer’s [common] stock (the “Pledged Shares”) and the Issuer shall not change the registered owner of the Pledged Shares without the prior written consent of the Collateral Agent.

     Section 2. Instructions. If at any time the Issuer shall receive instructions originated by the Collateral Agent relating to the Pledged Shares, the Issuer shall comply with such instructions without further consent by the Pledgor or any other person.

     Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Collateral Agent:

     (a) It has not entered into, and until the termination of this agreement will not enter into, any agreement with any other person relating to the Pledged Shares pursuant to which it has agreed to comply with instructions issued by such other person;

     (b) It has not entered into, and until the termination of this agreement will not enter into, any agreement with the Pledgor or the Collateral Agent purporting to limit or condition the obligation of the Issuer to comply with Instructions as set forth in Section 2 hereof;

     (c) Except for the claims and interest of the Collateral Agent and of the Pledgor in the Pledged Shares, the Issuer does not know of any claim to, or interest in, the Pledged Shares. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pledged Shares, the Issuer will promptly notify the Collateral Agent and the Pledgor thereof; and

     (d) This Uncertificated Securities Control Agreement is the valid and legally binding obligation of the Issuer.

     Section 4. Choice of Law. This Agreement shall be governed by the laws of the State of New York.

     Section 5. Conflict with Other Agreements. In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

EXHIBIT B-1

     Section 6. Voting Rights. Until such time as the Collateral Agent shall otherwise instruct the Issuer in writing, the Pledgor shall have the right to vote the Pledged Shares.

     Section 7. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Issuer and by sending written notice of such assignment to the Pledgor.

     Section 8. Indemnification of Issuer. The Pledgor and the Collateral Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s negligence, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other reasonable and documented expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

     Section 9. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor:	[Name and Address of Pledgor]
	Attention: [________________]
	Telecopier: [________________]
Collateral Agent:	Deutsche Bank AG New York Branch
	Attention: [________________]
	Telecopier: [________________]
Issuer:	[Insert Name and Address of Issuer]
	Attention: [________________]
	Telecopier: [________________]

     Any party may change its address for notices in the manner set forth above.

     Section 10. Termination. The obligations of the Issuer to the Collateral Agent pursuant to this Control Agreement shall continue in effect until the security interests of the Collateral Agent in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Issuer of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination of the Collateral Agent’s security interest in the Pledged Shares pursuant to the terms of the Security Agreement. The termination of this Control Agreement shall not terminate the Pledged Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the Pledged Shares.

EXHIBIT B-2

     Section 11. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[NAME OF PLEDGOR], as Pledgor
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:
[NAME OF ISSUER], as Issuer
By:
	Name:
	Title:

EXHIBIT B-3

Exhibit A

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Issuer]
Attention: [                                        ]

Re: Termination of Control Agreement

     You are hereby notified that the Uncertificated Securities Control Agreement between you, [Name of Pledgor] (the “Pledgor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to Pledged Shares (as defined in the Uncertificated Control Agreement) from the Pledgor. This notice terminates any obligations you may have to the undersigned with respect to the Pledged Shares, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Pledgor pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Pledgor.

Very truly yours, Deutsche Bank AG New York Branch as Collateral Agent
By:
	Name:
	Title:

EXHIBIT B-4

EXHIBIT C
TO PLEDGE AND SECURITY AGREEMENT

SECURITIES ACCOUNT CONTROL AGREEMENT

     This Securities Account Control Agreement dated as of [_________], 20[__] (this “Agreement”) among [___________________] (the “Debtor”), Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (together with its successors and assigns, the “Collateral Agent”) and [___________________], in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated [as of the date hereof], among the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

     Section 1. Establishment of Securities Account. The Securities Intermediary hereby confirms and agrees that:

     (a) The Securities Intermediary has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Securities Account”) and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Collateral Agent;

     (b) All securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

     (c) All property delivered to the Securities Intermediary pursuant to the Security Agreement will be promptly credited to the Securities Account; and

     (d) The Securities Account is a “securities account” within the meaning of Section 8-501 of the UCC.

     Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument, general intangible or cash) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

     Section 3. Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.

EXHIBIT C-1

     Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

     Section 5. Choice of Law. This Agreement and the Securities Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

     Section 6. Conflict with Other Agreements.

     (a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

     (b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;

     (c) The Securities Intermediary hereby confirms and agrees that:

     (i) There are no other control agreements entered into between the Securities Intermediary and the Debtor with respect to the Securities Account;

     (ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating to the Securities Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person; and

     (iii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with the Debtor or the Collateral Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

     Section 7. Adverse Claims. Except for the claims and interest of the Collateral Agent and of the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar

EXHIBIT C-2

process) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Debtor thereof.

     Section 8. Maintenance of Securities Account. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Account as follows:

     (a) Notice of Sole Control. If at any time the Collateral Agent delivers to the Securities Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it will take all instruction with respect to the Securities Account solely from the Collateral Agent.

     (b) Voting Rights. Until such time as the Securities Intermediary receives a Notice of Sole Control pursuant to subsection (a) of this Section 8, the Debtor shall direct the Securities Intermediary with respect to the voting of any financial assets credited to the Securities Account.

     (c) Permitted Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Collateral Agent, the Debtor shall direct the Securities Intermediary with respect to the selection of investments to be made for the Securities Account; provided, however, that the Securities Intermediary shall not honor any instruction to purchase any investments other than investments of a type described on Exhibit B hereto.

     (d) Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 12 of this Agreement.

     (e) Tax Reporting. All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

     Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

     (a) The Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and

     (b) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

     Section 10 Indemnification of Securities Intermediary. The Debtor and the Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s negligence and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s negligence, and from and against any and all liabilities, losses,

EXHIBIT C-3

damages, costs, charges, counsel fees and other reasonable and documented expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

     Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

     Section 12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[Name and Address of Debtor]
	Attention: [_______________]
	Telecopier: [_______________]
Collateral Agent:	Deutsche Bank AG New York Branch
	Attention: [_______________]
	Telecopier: [_______________]
Securities Intermediary:	[Name and Address of Securities Intermediary]
	Attention: [_______________]
	Telecopier: [_______________]

     Any party may change its address for notices in the manner set forth above.

     Section 13. Termination. The obligations of the Securities Intermediary to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Securities Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Securities Intermediary of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit C hereto to the Securities Intermediary upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Securities Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Securities Intermediary to the Debtor pursuant to any other agreement with respect to the Securities Account.

     Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

EXHIBIT C-4

     IN WITNESS WHEREOF, the parties hereto have caused this Securities Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR], as Debtor
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:
[NAME OF SECURITIES INTERMEDIARY], as Securities Intermediary
By:
	Name:
	Title:

EXHIBIT C-5

EXHIBIT A
TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]
Attention: [__________________]

Re: Notice of Sole Control

Ladies and Gentlemen:

     As referenced in the Securities Account Control Agreement dated as of [_______], 20[__] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over securities account number [____________] (the “Securities Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

cc: [Name of Debtor]

EXHIBIT C-6

EXHIBIT B
TO SECURITIES ACCOUNT CONTROL AGREEMENT

Permitted Investments

[TO COME]

EXHIBIT C-7

EXHIBIT C
TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of the Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]
Attention: [________________]

Re: Termination of Securities Account Control Agreement

     You are hereby notified that the Securities Account Control Agreement dated as of [_______], 20[__] among you, [Name of Debtor] (the “Debtor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [_________________] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

EXHIBIT C-8

EXHIBIT D
TO PLEDGE AND SECURITY AGREEMENT

DEPOSIT ACCOUNT CONTROL AGREEMENT

     This Deposit Account Control Agreement dated as of [_________], 20[__] (this “Agreement”) among [___________] (the “Debtor”), Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (together with its successors and assigns, the “Collateral Agent”) and [____________], in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated [as of the date hereof], between the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

     Section 1. Establishment of Deposit Account. The Financial Institution hereby confirms and agrees that:

     (a) The Financial Institution has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Deposit Account”) and the Financial Institution shall not change the name or account number of the Deposit Account without the prior written consent of the Collateral Agent and, prior to delivery of a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Debtor; and

     (b) The Deposit Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC.

     Section 2. Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Agent in the Deposit Account and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Collateral Agent, the Financial Institution shall follow the instructions issued by the Collateral Agent.

     Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the Financial Institution has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. Money and other items credited to the Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Financial Institution may set off (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of the Deposit Account and (ii) the face amount of any checks which have been credited to such Deposit Account but are subsequently returned unpaid because of uncollected or insufficient funds).

     Section 4. Choice of Law. This Agreement and the Deposit Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other

EXHIBIT D-1

agreement, for purposes of the UCC, New York shall be deemed to be the Financial Institution’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws of the State of New York.

     Section 5. Conflict with Other Agreements.

     (a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

     (b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto; and

     (c) The Financial Institution hereby confirms and agrees that:

     (i) There are no other agreements entered into between the Financial Institution and the Debtor with respect to the Deposit Account [other than ____________]; and

     (ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating the Deposit Account and/or any funds credited thereto pursuant to which it has agreed to comply with instructions originated by such persons as contemplated by Section 9-104 of the UCC.

     Section 6. Adverse Claims. The Financial Institution does not know of any liens, claims or encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Deposit Account, the Financial Institution will promptly notify the Collateral Agent and the Debtor thereof.

     Section 7. Maintenance of Deposit Account. In addition to, and not in lieu of, the obligation of the Financial Institution to honor instructions as set forth in Section 2 hereof, the Financial Institution agrees to maintain the Deposit Account as follows:

     (a) Notice of Sole Control. If at any time the Collateral Agent delivers to the Financial Institution, a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Financial Institution agrees that after receipt of such notice, it will take all instruction with respect to the Deposit Account solely from the Collateral Agent.

     (b) Statements and Confirmations. The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning the Deposit Account simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 11 of this Agreement; and

     (c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

     Section 8. Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:

EXHIBIT D-2

     (a) The Deposit Account has been established as set forth in Section 1 and such Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and

     (b) This Agreement is the valid and legally binding obligation of the Financial Institution.

     Section 9. Indemnification of Financial Institution. The Debtor and the Collateral Agent hereby agree that (a) the Financial Institution is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s negligence and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises from the Financial Institution’s negligence, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other reasonable and documented expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

     Section 10. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Financial Institution and by sending written notice of such assignment to the Debtor.

     Section 11 Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[Name and Address of Debtor]
	Attention: [_______________]
	Telecopier: [_______________]
Collateral Agent:	Deutsche Bank AG New York Branch
	Attention: [_______________]
	Telecopier: [_______________]
Financial Institution:	[Name and Address of Financial Institution]
	Attention: [_______________]
	Telecopier: [_______________]

     Any party may change its address for notices in the manner set forth above.

     Section 12. Termination. The obligations of the Financial Institution to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Deposit Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Financial Institution of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form

EXHIBIT D-3

of Exhibit A hereto to the Financial Institution upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Deposit Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Deposit Account or alter the obligations of the Financial Institution to the Debtor pursuant to any other agreement with respect to the Deposit Account.

     Section 13. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

     IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR], as Debtor
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:
[NAME OF FINANCIAL INSTITUTION], as Financial Institution
By:
	Name:
	Title:

EXHIBIT D-4

EXHIBIT A
TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Financial Institution]
Attention: [_________________]

Re: Notice of Sole Control

Ladies and Gentlemen:

     As referenced in the Deposit Account Control Agreement dated as of [_______], 20[__] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number [____________] (the “Deposit Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

cc: [Name of Debtor]

EXHIBIT D-5

EXHIBIT B
TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of the Collateral Agent]

[Date]

[Name and Address of Financial Institution]
Attention: [_______________]

Re: Termination of Deposit Account Control Agreement

     You are hereby notified that the Deposit Account Control Agreement dated as of [__________], 20[__] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [________________] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

EXHIBIT D-6

EXHIBIT E
TO PLEDGE AND SECURITY AGREEMENT

FORM OF TRADEMARK SECURITY AGREEMENT

     This TRADEMARK SECURITY AGREEMENT, dated as of [__________], 20[__] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

     WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of [__________], 2010 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral

     SECTION 2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Collateral”):

all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications listed or required to be listed in Schedule A attached hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

EXHIBIT E-1

     SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law.

SECTION 3. Security Agreement

     The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Governing Law

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

SECTION 5. Counterparts

     This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT E-2

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF _________________________	)
	)	ss.
COUNTY OF ______________________	)

     On this ____ day of ____________, ____ before me personally appeared ___________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ____________________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public [NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF _________________________	)
	)	ss.
COUNTY OF ______________________	)

     On this ____ day of ____________, ____ before me personally appeared ___________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ____________________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER
GRANTORS]

EXHIBIT E-3

Accepted and Agreed:

DEUTSCHE BANK AG NEW YORK BRANCH,
as Collateral Agent

By:
	Name:
	Title:

EXHIBIT E-4

SCHEDULE A
to
TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND APPLICATIONS

Mark Serial No. Filing Date Registration No. Registration Date

EXHIBIT E-5

EXHIBIT F
TO PLEDGE AND SECURITY AGREEMENT

FORM OF PATENT SECURITY AGREEMENT

     This PATENT SECURITY AGREEMENT, dated as of [__________], 20[__] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

     WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of [__________], 2010 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Patent Collateral (as defined below) and are required to execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION. 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest

     Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Patent Collateral”):

all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application listed or required to be listed in Schedule A attached hereto, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

SECTION 3. Security Agreement

     The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made

EXHIBIT F-1

and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Governing Law

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

SECTION 5. Counterparts

     This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT F-2

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF __________)

                                        ) ss.

COUNTY OF ________)

     On this ____ day of ____________, ____ before me personally appeared ___________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ____________________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public [NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF __________)

                                        ) ss.

COUNTY OF ________)

     On this ____ day of ____________, ____ before me personally appeared ___________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ____________________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT F-3

Accepted and Agreed:

DEUTSCHE BANK AG NEW YORK BRANCH,
as Collateral Agent

By:
	Name:
	Title:

EXHIBIT F-4

SCHEDULE A
to
PATENT SECURITY AGREEMENT

PATENTS AND PATENT APPLICATIONS

Title Application No. Filing Date Patent No. Issue Date

EXHIBIT F-5

EXHIBIT G
TO PLEDGE AND SECURITY AGREEMENT

FORM OF COPYRIGHT SECURITY AGREEMENT

     This COPYRIGHT SECURITY AGREEMENT, dated as of [__________], 20[__] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

     WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of [__________], 2010 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Copyright Collateral (as defined below) and are required to execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest

     Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Copyright Collateral”):

          (a) all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited to industrial designs, Protected Designs and Community designs), and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as well as all moral rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications listed or required to be listed in Schedule A attached hereto, (ii) all extensions and renewals thereof, (iii) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world; and

          (b) any and all agreements, licenses and covenants providing for the granting of any exclusive right to such Grantor in or to any registered Copyright including, without limitation, each agreement required to be listed in Schedule A attached hereto, and all rights to

EXHIBIT G-1

sue or otherwise recover for past, present and future infringement or other violation or impairment thereof, including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

SECTION 3. Security Agreement

     The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Governing Law

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

SECTION 5. Counterparts

     This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT G-2

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

     On this ____ day of ____________, ____ before me personally appeared ___________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ____________________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public [NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

     On this ___day of _________, ___before me personally appeared ____________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of ____________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[AND SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT G-3

Accepted and Agreed:

DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:

EXHIBIT G-4

SCHEDULE A
to
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND APPLICATIONS

Title Application No. Filing Date Registration No. Registration Date

EXCLUSIVE COPYRIGHT LICENSES

Description of Copyright License Name of Licensor Registration Number of underlying Copyright

EXHIBIT G-5

EXHIBIT H
TO PLEDGE AND SECURITY AGREEMENT

FORM OF NOTICE OF SPECIFIED HEDGE AGREEMENT

[Name and Address of Collateral Agent]

Attention: [________________]

Re: Notice of Specified Hedge Agreement¹

Ladies and Gentlemen:

     Reference is made to the Pledge & Security Agreement dated as of ________, 2010 (as amended, supplemented and modified to date, the “Pledge & Security Agreement”), among Grifols Inc., (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Foreign Borrower”) and various affiliates of the U.S. Borrower in favor of Deutsche Bank AG New York Branch, as Collateral Agent. Capitalized terms used herein have the meaning set forth in the Pledge & Security Agreement or if not defined therein in the Credit Agreement (as defined in the Pledge & Security Agreement). This is to notify you that we have entered into the following Hedge Agreement:

Date of Hedge Agreement           Names of Parties

     We hereby confirm that we are a “Lender Counterparty.” As used herein Lender Counterparty means: “each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be).” We hereby appoint Collateral Agent as our agent for purposes of the Security Agreement. We understand and agree neither the Collateral Agent nor the Administrative Agent shall owe us any fiduciary duly, duty of loyalty, duty of care, duty of disclosure or any other obligations whatsoever by virtue of our status as a secured party under the Pledge & Security Agreement and we agree to be bound by the Loan Documents as a Secured Party.

¹ The current version of the Pledge & Security Agreement does not require that this notice be delivered in order for a hedge counterparty to be a secured party. However, a hedge counterparty may nonetheless decide to deliver this notice to ensure that the agent knows it is a secured party and to strengthen its claims as a secured party.

EXHIBIT H-1

NAME OF LENDER COUNTERPARTY
By:
	(name)
	(title)

EXHIBIT G-2

EXHIBIT I TO
CREDIT AND GUARANTY AGREEMENT

RECORDING REQUESTED BY:
Latham & Watkins LLP

AND WHEN RECORDED MAIL TO:

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Attn: Melissa S. Alwang, Esq.

Re: [NAME OF MORTGAGOR]

Location:

Municipality:

County:

State:

Space above this line for recorder’s use only

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING

     This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING, dated as of [mm/dd/yy] (this “Mortgage”), by and from [NAME OF MORTGAGOR], a [Type of Person] (“Mortgagor”), to DEUTSCHE BANK AG NEW YORK BRANCH, as agent for Secured Parties (in such capacity, “Mortgagee”).

     RECITALS:

     WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”);

     WHEREAS, subject to the terms and conditions of the Credit Agreement, Mortgagor may enter into one or more Hedge Agreements with one or more Lender Counterparties;

EXHIBIT I-1

     WHEREAS, in consideration of the extensions of credit and other accommodations of Secured Parties as set forth in the Credit Agreement and the Hedge Agreements, respectively, Mortgagor has agreed, subject to the terms and conditions hereof, each other Credit Document and each of the Hedge Agreements, to secure Mortgagor’s obligations under the Credit Documents and the Hedge Agreements as set forth herein; and

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Mortgagee and Mortgagor agree as follows:

SECTION 1. DEFINITIONS

     1.1. Definitions. Capitalized terms used herein (including the recitals hereto) not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. In addition, as used herein, the following terms shall have the following meanings:

     “Mortgaged Property” means all of Mortgagor’s interest in (i) [the leasehold estate in] the real property described in Exhibit A (the “Land”) [created by the Subject Lease (as defined below)], together with any greater or additional estate therein as hereafter may be acquired by Mortgagor; [(ii) all assignments, modifications, extensions and renewals of the Subject Lease and all credits, deposits, options, privileges and rights of Mortgagor as tenant under the Subject Lease, including, but not limited to, rights of first refusal, if any, and the right, if any, to renew or extend the Subject Lease for a succeeding term or terms,] (iii) all improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land subject to the Permitted Liens, (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”); (iv) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”); (v) all right, title and interest of Mortgagor in and to all goods, accounts, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC (defined below), now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”); (vi) all reserves, escrows or impounds required under the Credit Agreement and all deposit accounts maintained by Mortgagor with respect to the Mortgaged Property (the “Deposit Accounts”); (vii) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person (other than Mortgagor) a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits subject to depositors rights and requirements of law (the “Leases”); (viii) all of the rents, revenues, royalties, income, proceeds, profits, security and other types of deposits subject to depositors rights and requirements of law, and other benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (ix) to the extent mortgageable or assignable all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”); (x) to the extent mortgageable or assignable all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing; (xi) all property tax refunds payable to Mortgagor (the “Tax Refunds”); (xii) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”); (xiii) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (the “Insurance”); and (xiv) all of Mortgagor’s right, title and interest in and to

EXHIBIT I-2

any awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”). As used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

     “Obligations” means all of the agreements, covenants, conditions, warranties, representations and other obligations of Mortgagor (including, without limitation, the obligation to repay the Indebtedness) under the Credit Agreement, any other Credit Documents or any of the Hedge Agreements.

     [“Subject Lease” means that certain [DESCRIBE LEASE], dated [mm/dd/yy], pursuant to which Mortgagor leases all or a portion of the Land from [NAME OF LANDLORD], a memorandum of which was recorded with the [FILING OFFICE], as amended or modified.]

     “UCC” means the Uniform Commercial Code of New York or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than New York, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

     1.2. Interpretation. References to “Sections” shall be to Sections of this Mortgage unless otherwise specifically provided. Section headings in this Mortgage are included herein for convenience of reference only and shall not constitute a part of this Mortgage for any other purpose or be given any substantive effect. The rules of construction set forth in Section 1.3 of the Credit Agreement shall be applicable to this Mortgage mutatis mutandis. If any conflict or inconsistency exists between this Mortgage and the Credit Agreement, the Credit Agreement shall govern.

SECTION 2. GRANT

     To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS and CONVEYS, to Mortgagee the Mortgaged Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee for so long as any of the Obligations remain outstanding.

SECTION 3. WARRANTIES, REPRESENTATIONS AND COVENANTS

     3.1. Title. Mortgagor represents and warrants to Mortgagee that except for the Permitted Liens, (a) Mortgagor owns the Mortgaged Property free and clear of any liens, claims or interests, and (b) this Mortgage creates valid, enforceable first priority liens and security interests against the Mortgaged Property.

     3.2. First Lien Status. Mortgagor shall preserve and protect the first lien and security interest status, subject to Permitted Liens, of this Mortgage and the other Credit Documents to the extent related to the Mortgaged Property. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released.

     3.3. Payment and Performance. Mortgagor shall pay the Indebtedness when due under the Credit Documents and shall perform the Obligations in full when they are required to be performed as required under the Credit Documents.

EXHIBIT I-3

     3.4. Replacement of Fixtures and Personalty. Mortgagor shall not, without the prior written consent of Mortgagee or except as permitted under the Credit Agreement, permit any of the Fixtures or Personalty to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is obsolete and is replaced by an article of equal or better suitability and value, owned by Mortgagor subject to the liens and security interests of this Mortgage and the other Credit Documents, and free and clear of any other lien or security interest except such as may be permitted under the Credit Agreement or first approved in writing by Mortgagee, or is no longer needed in Mortgagor’s Business.

     3.5. Inspection. During the term of the Credit Agreement, Mortgagor shall permit, at Mortgagee’s sole cost and expenses, Mortgagee, and Mortgagee’s agents, representatives and employees, at reasonable times and upon reasonable prior written notice to Mortgagor, [and in compliance with the Subject Lease,] to inspect the Mortgaged Property and all books and records of Mortgagor located thereon, and to conduct such noninvasive environmental and engineering studies as Mortgagee may reasonably require; provided that such inspections and studies shall not materially interfere with the use and operation of the Mortgaged Property and provided further that Mortgagee shall not conduct such environmental inspection or studies more frequently than once every 12 months, unless a Default or Event of Default exists and is continuing or Mortgagee has a reasonable belief that a Release of Hazardous Materials exists or has occurred on, under, or at the Mortgaged Property.

     3.6. Covenants Running with the Land. All Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Credit Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee. In addition, all of the covenants of Mortgagor in any Credit Document are incorporated herein by reference and, together with covenants in this Section, shall be covenants running with the land.

     3.7. Condemnation Awards and Insurance Proceeds. Mortgagor assigns all awards and compensation to which it is entitled for any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee as additional security for the Indebtedness and the Obligations and if an Event of Default has occurred and is continuing, authorizes Mortgagee to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement. As long as no Event of Default has occurred and is continuing, Mortgagor may collect and receive such awards and compensation and may use such awards and compensation for the repair and restoration of the Mortgaged Property and may retain any balance remaining thereafter. Mortgagor assigns to Mortgagee as additional security for the Indebtedness and the Obligations all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property, subject to the terms of the Credit Agreement. If an Event of Default has occurred and is continuing, Mortgagor authorizes Mortgagee to collect and receive such proceeds and in such event authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Mortgagee, instead of to Mortgagor and Mortgagee jointly, subject to the terms of the Credit Agreement. As long as no Event of Default has occurred and is continuing, Mortgagor may collect and receive such proceeds and may use such proceeds for the repair and restoration of the Mortgaged Property and may retain any balance remaining thereafter.

     3.8. Mortgage Tax. Mortgagor shall (i) pay when due any tax imposed upon it or upon Mortgagee or any Lender pursuant to the tax law of the state in which the Mortgaged Property is located in connection with the execution, delivery and recordation of this Mortgage and any of the other Credit Documents, other than any income, franchise or similar tax of Motgagee or any Lender,

EXHIBIT I-4

and (ii) prepare, execute and file any form required to be prepared, executed and filed in connection therewith.

     3.9. Reduction Of Secured Amount. In the event that the amount secured by the Mortgage is less than the Obligations, then the amount secured shall be reduced only by the last and final sums that Mortgagor [or Borrower] repays with respect to the Obligations and shall not be reduced by any intervening repayments of the Obligations unless arising from the Mortgaged Property. So long as the balance of the Obligations exceeds the amount secured, any payments of the Obligations shall not be deemed to be applied against, or to reduce, the portion of the Obligations secured by this Mortgage. Such payments shall instead be deemed to reduce only such portions of the Obligations as are secured by other collateral located outside of the state in which the Mortgaged Property is located or as are unsecured.

     [3.10. Certain Leasehold Representations, Warranties and Covenants.

          3.10.1. Mortgagor represents and warrants to Mortgagee that (a) the Subject Lease is unmodified and in full force and effect, (b) all rent and other charges therein have been paid to the extent they are due and payable to the date hereof, (c) Mortgagor enjoys the quiet and peaceful possession of the property demised thereby, subject to any subleases or licenses thereunder (d) Mortgagor has not received written notice that it is in default under any of the material terms thereof, which default has not been cured. Mortgagor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other material terms, covenants and conditions required to be performed and observed by Mortgagor as lessee under the Subject Lease. Mortgagor shall, promptly following the receipt thereof, deliver a copy of any notice of default given to Mortgagor by the lessor pursuant to the Subject Lease. Unless required under the terms of the Subject Lease, except as set forth in the Credit Agreement, Mortgagor shall not, without the prior written consent of Mortgagee (which may be granted or withheld in Mortgagee’s sole and absolute discretion) (i) terminate or surrender the Subject Lease, except upon the expiration of the term thereof or following a condemnation or casualty in accordance with the terms of the Subject Lease, or (ii) enter into any modification of the Subject Lease which materially impairs the practical realization of the security interest granted by this Mortgage, and any such attempted termination, modification or surrender without Mortgagee’s written consent shall be void. Mortgagor shall, within thirty (30) days after written request from Mortgagee (which Mortgagee shall not request more frequently than once per each calendar year), use commercially reasonable efforts to obtain from the lessor and deliver to Mortgagee a certificate setting forth the name of the tenant thereunder and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereon has been served on Mortgagor, stating that to lessor’s actual knowledge, no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if any.

          3.10.2. So long as any of the Indebtedness or the Obligations remain unpaid or unperformed, the fee title to and the leasehold estate in the premises subject to each Subject Lease shall not merge but shall always be kept separate and distinct notwithstanding the union of such estates in the lessor or Mortgagor, or in a third party, by purchase or otherwise. If Mortgagor acquires the fee title or any other estate, title or interest in the property demised by the Subject Lease, or any part thereof, the lien of this Mortgage shall attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Mortgaged Property with the same force and effect as if specifically encumbered herein. Mortgagor agrees to execute all instruments and documents that Mortgagee may reasonably require to ratify, confirm and further evidence the lien of this Mortgage on the acquired estate, title or interest.

EXHIBIT I-5

          3.10.3. If the Subject Lease shall be terminated prior to the natural expiration of its term due to default by Mortgagor or any tenant thereunder, and if, pursuant to the provisions of the Subject Lease, Mortgagee or its designee shall acquire from the lessor a new lease of the premises subject to the Subject Lease, Mortgagor shall have no right, title or interest in or to such new lease or the leasehold estate created thereby, or renewal privileges therein contained.

          3.10.4. Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of any Subject Lease within the meaning of any provision thereof prohibiting its assignment and Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. Mortgagee shall be liable for the obligations of the tenant arising out of any Subject Lease for only that period of time for which Mortgagee is in possession of the premises demised thereunder or has acquired, by foreclosure or otherwise, and is holding all of Mortgagor’s right, title and interest therein.]

SECTION 4. DEFAULT AND FORECLOSURE

     4.1. Remedies. If an Event of Default has occurred and is continuing, Mortgagee may, at Mortgagee’s election, exercise any or all of the following rights, remedies and recourses: (a) declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable; (b) enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts of Mortgagor relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property after an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor; (c) hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of this Mortgage, either by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels; (e) make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment; and/or (f) exercise all other rights, remedies and recourses granted under the Credit Documents or otherwise available at law or in equity. With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the Lenders may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the Obligations in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Mortgaged Property is waived. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions hereof.

EXHIBIT I-6

     4.2. Separate Sales. If an Event of Default shall have occurred and be continuing, the Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

     4.3. Remedies Cumulative, Concurrent and Nonexclusive. If an Event of Default shall have occurred and be continuing, the Mortgagee shall have all rights, remedies and recourses granted in the Credit Documents and available at law or equity (including the UCC), which rights (a) shall be cumulated and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Credit Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee or the Lenders, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee or the Lenders in the enforcement of any rights, remedies or recourses under the Credit Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

     4.4. Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Credit Documents or their status as a first and prior lien and security interest in and to the Mortgaged Property. For payment of the Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

     4.5. Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment; and (b) any right to a marshalling of assets or a sale in inverse order of alienation.

     4.6. Discontinuance of Proceedings. If Mortgagee or the Lenders shall have proceeded to invoke any right, remedy or recourse permitted under the Credit Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or the Lenders shall have the unqualified right to do so and, in such an event, Mortgagor and Mortgagee or the Lenders shall be restored to their former positions with respect to the Obligations, the Credit Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee or the Lenders shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or the Lenders thereafter to exercise any right, remedy or recourse under the Credit Documents for such Event of Default.

     4.7. Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Mortgagee (or the receiver, if one is appointed) in accordance with the terms of the Credit Agreement.

     4.8. Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains

EXHIBIT I-7

in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

     4.9. Additional Advances and Disbursements; Costs of Enforcement. If any Event of Default exists, Mortgagee and each of the Lenders shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor in accordance with the Credit Agreement. All sums advanced and expenses incurred at any time by Mortgagee or any Lender under this Section, or otherwise pursuant to this Mortgage or any of the other Credit Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred if not repaid within five (5) days after demand therefor, to and including the date of reimbursement, computed at the rate or rates at which interest is then computed on the Obligations, and all such sums, together with interest thereon, shall be secured by this Mortgage. Mortgagor shall pay all reasonable and documented expenses (including reasonable and documented attorneys’ fees and expenses) of or incidental to the perfection of this Mortgage and the other Credit Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Mortgage and the other Credit Documents while an Event of Default exists, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee or the Lenders in respect thereof while an Event of Default exists, by litigation or otherwise.

     4.10. No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Section, the assignment of the Rents and Leases under Section 5, the security interests under Section 6, nor any other remedies afforded to Mortgagee or the Lenders under the Credit Documents, at law or in equity shall cause Mortgagee or any Lender to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee or any Lender to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

SECTION 5. ASSIGNMENT OF RENTS AND LEASES

     5.1. Assignment. In furtherance of and in addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice by Mortgagee (any such notice being hereby expressly waived by Mortgagor).

     5.2. Perfection Upon Recordation. Mortgagor acknowledges that Mortgagee has taken all reasonable actions necessary to obtain, and that upon recordation of this Mortgage Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Mortgagor acknowledges and agrees that upon recordation of this Mortgage, Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Mortgagor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure

EXHIBIT I-8

action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

     5.3. Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

SECTION 6. SECURITY AGREEMENT

     6.1. Security Interest. This Mortgage constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards. To this end, Mortgagor grants to Mortgagee a first and prior security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and all other Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations subject to the Permitted Liens, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.

     6.2. Financing Statements. Mortgagor shall execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee’s security interest hereunder and Mortgagee may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Mortgagor’s chief executive office is at the address set forth on Schedule 1.01 (d) to the Credit Agreement.

     6.3. Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC against all of the Mortgaged Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained at the addresses of Debtor (Mortgagor) and Secured Party (Mortgagee) as set forth in the first paragraph of this Mortgage.

SECTION 7. ATTORNEY-IN-FACT

     Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (b) to prepare, execute and file or record financing statements, and continuation statements necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (c) while any Event of Default exists, to perform any obligation of Mortgagor hereunder; provided, (i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (ii) any sums advanced by

EXHIBIT I-9

Mortgagee in such performance shall be added to and included in the Obligations and shall bear interest at the rate or rates at which interest is then computed on the Obligations provided that from the date incurred said advance is not repaid within five (5) days demand therefor; (iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section.

SECTION 8. MORTGAGEE AS AGENT

     Mortgagee has been appointed to act as Mortgagee hereunder by Lenders and, by their acceptance of the benefits hereof, Lender Counterparties. Mortgagee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Mortgaged Property), solely in accordance with this Mortgage and the Credit Agreement; provided, Mortgagee shall exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of (a) Requisite Lenders, or (b) after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as “Requisite Obligees”). In furtherance of the foregoing provisions of this Section, each Lender Counterparty, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Mortgaged Property, it being understood and agreed by such Lender Counterparty that all rights and remedies hereunder may be exercised solely by Mortgagee for the benefit of Secured Parties in accordance with the terms of this Section. Mortgagee shall at all times be the same Person that is Collateral Agent under the Credit Agreement. Written notice of resignation by Collateral Agent pursuant to terms of the Credit Agreement shall also constitute notice of resignation as Mortgagee under this Agreement; removal of Collateral Agent pursuant to the terms of the Credit Agreement shall also constitute removal as Mortgagee under this Agreement; and appointment of a successor Collateral Agent pursuant to the terms of the Credit Agreement shall also constitute appointment of a successor Mortgagee under this Agreement. Upon the acceptance of any appointment as Collateral Agent under the terms of the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Mortgagee under this Agreement, and the retiring or removed Mortgagee under this Agreement shall promptly (i) transfer to such successor Mortgagee all sums, securities and other items of Mortgaged Property held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Mortgagee under this Mortgage, and (ii) execute and deliver to such successor Mortgagee such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Mortgagee of the security interests created hereunder, whereupon such retiring or removed Mortgagee shall be discharged from its duties and obligations under this Mortgage thereafter accruing. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Mortgagee, the provisions of this Mortgage shall continue to enure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while it was Mortgagee hereunder.

SECTION 9. TERMINATION AND RELEASE.

     Upon payment and performance in full of the Obligations, Mortgagee, at Mortgagor’s expense, shall release of record the liens and security interests created by this Mortgage or reconvey

EXHIBIT I-10

the Mortgaged Property to Mortgagor, or, at the request of Mortgagor, assign of record this Mortgage without recourse.

SECTION 10. LOCAL LAW PROVISIONS.

     [to be provided, if any, by local counsel]

SECTION 11. [MULTI-SITE REAL ESTATE TRANSACTIONS.

     Mortgagor acknowledges that this Mortgage is one of a number of Mortgages and other security documents (“Other Mortgages”) that secure the Obligations. Mortgagor agrees that, subject to the terms of Section 9 hereof, the lien of this Mortgage shall not be impaired by any acceptance by Mortgagee of any security for or guarantees of the Obligations, or by any failure, neglect or omission on the part of Mortgagee to realize upon or protect any Obligation or any collateral security therefor including the Other Mortgages. Subject to the terms of Section 9 hereof, the lien of this Mortgage shall not in any manner be impaired or affected by any release (except as to the property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, changing, modification or disposition of any of the Obligations or of any of the collateral security therefor, including the Other Mortgages or any guarantee thereof, and, to the fullest extent permitted by applicable law, Mortgagee may at its discretion foreclose, exercise any power of sale, or exercise any other remedy available to it under any or all of the Other Mortgages without first exercising or enforcing any of its rights and remedies hereunder. Such exercise of Mortgagee’s rights and remedies under any or all of the Other Mortgages shall not in any manner impair the indebtedness hereby secured or the lien of this Mortgage and any exercise of the rights and remedies of Mortgagee hereunder shall not impair the lien of any of the Other Mortgages or any of Mortgagee’s rights and remedies thereunder. To the fullest extent permitted by applicable law, Mortgagor specifically consents and agrees that Mortgagee may exercise its rights and remedies hereunder and under the Other Mortgages separately or concurrently and in any order that it may deem appropriate and waives any right of subrogation.]

SECTION 12. MISCELLANEOUS

     12.1 Notices. Any notice required or permitted to be given under this Mortgage shall be given in accordance with the notice provisions of the Credit Agreement to the addresses set forth therein.

     12.2 Governing Law. THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED. ALL OTHER PROVISIONS OF THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

     12.3 Severability. In case any provision in or obligation under this Mortgage shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another

EXHIBIT I-11

covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

     12.4 Credit Agreement. In the event of any conflict or inconsistency with the terms of this Mortgage and the terms of the Credit Agreement, the Credit Agreement shall control.

     12.5 Waiver of Jury Trial. EACH OF MORTGAGEE AND MORTGAGOR HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. MORTGAGEE AND MORTGAGOR EACH FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 12.6 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     12.6 Successors and Assigns. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder.

     12.7 No Waiver. Any failure by Mortgagee to insist upon strict performance of any of the terms, provisions or conditions of this Mortgage shall not be deemed to be a waiver of same, and Mortgagee shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.

     12.8 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the indebtedness secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee.

     12.9 Entire Agreement. This Mortgage and the other Credit Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous

EXHIBIT I-12

or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

     12.10 Counterparts. This Mortgage is being executed in several counterparts, all of which are identical, except that to facilitate recordation, if the Mortgaged Property is situated offshore or in more than one county, descriptions of only those portions of the Mortgaged Property located in the county in which a particular counterpart is recorded shall be attached as Exhibit A thereto. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT I-13

     IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgment hereto, effective as of the date first above written, caused this instrument to be duly executed and delivered by authority duly given.

[NAME OF MORTGAGOR]
By:
	Name:
	Title:

[APPROPRIATE NOTARY BLOCK]

EXHIBIT I-14

EXHIBIT A TO
MORTGAGE

Legal Description of Premises:

EXHIBIT I-A-1

EX-10.2

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of March 3, 2011 and is entered into by and among GRIFOLS, INC., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”) acting with the consent of the Lenders, and is made with reference to that certain Credit and Guaranty Agreement dated as of November 23, 2010 (as amended, modified and/or supplemented through, but not including, the date hereof, the “Credit Agreement”) by and among the U.S. Borrower, the Foreign Borrower, the Lenders, the Administrative Agent and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

     WHEREAS, the Loan Parties have requested that the Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

     WHEREAS, subject to certain conditions, the Lenders are willing to agree to such amendment relating to the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO THE CREDIT AGREEMENT

Subject to the conditions precedent set forth in Section II hereof:

     (a) The definition of “Commitment Termination Date” contained in Section 1.01 is hereby amended by deleting the reference to “March 6, 2011” set forth therein and replacing it with “June 30, 2011” in lieu thereof.

     (b) Section 2.12(c) of the Credit Agreement is hereby amended by:

(i) inserting the word “full” immediately before the term “Fiscal Quarter” contained in the first sentence thereof, (ii) deleting the first row of the amortization table set forth therein and (iii) replacing the reference to “FQ1 2011” in the paragraph immediately following the amortization table with a reference to “FQ2 2011”.

(c) Section 2.12(d) of the Credit Agreement is hereby amended by:

(i) inserting the word “full” immediately before the term “Fiscal Quarter” contained in the first sentence thereof, (ii) deleting the first row of the amortization table set forth therein and (iii) replacing the reference to “FQ1 2011” in the paragraph immediately following the amortization table with a reference to “FQ2 2011”.

SECTION II. CONDITIONS TO EFFECTIVENESS.

     This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment Effective Date”):

     A. Execution. The Administrative Agent shall have received (i) a counterpart signature page of this Amendment duly executed by each of the Loan Parties and (ii) consent and authorization from each Lender to execute this Amendment on their behalf or an executed counterpart hereto.

     B. Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or any other Loan Document.

     C. Necessary Consents. Each Loan Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.

     D. Other Documents. The Administrative Agent and the Lenders shall have received a fully-executed copy of (i) written notice provided pursuant to Section 8.01(b) of the Acquisition Agreement which is effective to extend the “Outside Date” (as defined in the Acquisition Agreement) to June 30, 2011 and (ii) any such other documents, information or agreements as the Administrative Agent may reasonably request prior to the Amendment Effective Date.

SECTION III. REPRESENTATIONS AND WARRANTIES.

     In order to induce the Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party which is a party hereto represents and warrants to each Lender that the following statements are true and correct in all material respects:

     A. Corporate Power and Authority. Each Loan Party, which is party hereto, has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Loan Documents.

     B. Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement and the other Loan Documents have been duly authorized by all necessary action on the part of each Loan Party.

     C. No Conflict. The execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of the Amended Agreement and the other Loan Documents to which they are parties do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to any Group Member, (ii) any of the Organizational Documents of any Group Member or (iii) any order, judgment or decree of any court or other agency of government binding on any Group Member, except to the extent any

2

violation of (i) or (iii) above could not reasonably be expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Group Member, except to the extent such conflict, violation, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) except as permitted under the Amended Agreement, result in or require the creation or imposition of any Lien upon any of the properties or assets of any Group Member (other than any Liens created under any of the Loan Documents in favor of the Collateral Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of any Group Member, except for such approvals or consents which will be obtained on or before the Amendment Effective Date and disclosed in writing to the Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

     D. Binding Obligation. This Amendment and the Amended Agreement have been duly executed and delivered by each of the Loan Parties party thereto and each constitutes a legal, valid and binding obligation of such Loan Party to the extent a party thereto, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION IV. MISCELLANEOUS

     A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

     (i) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

     (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

     (iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

     B. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

     C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND

3

SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     D. Counterparts. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart thereof.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER REPRESENTATIVE:	GRIFOLS, INC.
	By:	/s/ David Bell
		Name:	David Bell
		Title:	V.P. Corporate Operations

DEUTSCHE BANK AG NEW YORK BRANCH, As Administrative Agent
By:	/s/ Carin Keegan
	Name:	Carin Keegan
	Title:	Director
By:	/s/ Erin Morrissey
	Name:	Erin Morrissey
	Title:	Director

[________], As Lender
By:
	Name:
	Title:

[This Amendment was executed by authorized signatories of 32 lenders.]

EX-10.3

Exhibit 10.3

EXECUTION COPY

SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

          SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of May 31, 2011, among GRIFOLS, INC. (the “U.S. Borrower” or the “Borrower Representative”) and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement (as defined below).

W I T N E S S E T H:

          WHEREAS, the Parent, the U.S. Borrower, the Lenders party thereto from time to time, the Guarantors party thereto from time to time, the Administrative Agent and DBNY, as the Collateral Agent, are party to that certain credit and guaranty agreement, dated as of November 23, 2010 (as amended, modified and/or supplemented through, but not including, the date hereof, the “Credit Agreement”);

          WHEREAS, Section 10.05(d)(iii) of the Credit Agreement permits the Borrower Representative to request that the schedules to the Credit Agreement be amended (or new schedules added) to reflect immaterial changes or changes of a clean-up nature, and such schedules may be amended or added with the consent of the Administrative Agent (and without the consent of any other party to any Loan Document);

          WHEREAS, the Borrower Representative has requested that certain Schedules to the Credit Agreement be amended and restated as described in Section 1 below; and

          WHEREAS, the Borrower has represented and warranted to the Administrative Agent that such changes are clean-up in nature;

          NOW, THEREFORE, IT IS AGREED:

     Section 1. Amendment to Credit Agreement. Schedules 1.01(d), 4.01, 4.02, 4.12, 6.01, 6.02 and 6.06 to the Credit Agreement are hereby amended and restated in the forms attached in Annex A hereto.

     Section 2. Conditions to Effectiveness. This Amendment shall become effective (the “Effective Date”) upon the execution and delivery of this Amendment by the Borrower Representative and the Administrative Agent.

     Section 3. Miscellaneous Provisions.

     (a) The Parent and the Borrower Representative hereby represent and warrant to the Administrative Agent and each Lender that, as of the Effective Date, after giving effect to the amendment set forth herein, each of the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement are true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent

such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct in all respects.

     (b) The Parent and the Borrower Representative acknowledge and agree that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder and the obligations of the other Loan Parties party thereto shall continue, shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

     (c) This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provisions of the Credit Agreement or any other Loan Document.

     (d) This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered (including by facsimile or electronic transmission) shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart thereof. A complete set of counterparts shall be lodged with the Borrower Representative and the Administrative Agent.

     (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

     (f) From and after the Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement and each of the other Loan Documents.

     (g) This Amendment shall be binding upon and inure to the benefit of the U.S. Borrower, the Parent and the Guarantors and each of their respective successors and assigns, and upon the Administrative Agent and the Lenders and their respective successors and assigns.

     (h) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

2

          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

GRIFOLS INC.
By:	/s/ David Bell
	Name:
	Title:

Signature Page to Second Amendment to Grifols Credit Agreement

AGENT: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:	/s/ Carin Keegan
	Name:	Carin Keegan
	Title:	Director
By:	/s/ Erin Morrissey
	Name:	Erin Morrissey
	Title:	Director

Signature Page to Second Amendment to Grifols Credit Agreement

EX-10.4

Exhibit 10.4

Execution Version

COUNTERPART AGREEMENT

     This COUNTERPART AGREEMENT, dated June 1, 2011 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Grifols Inc., a Delaware corporation (the “U.S. Borrower”), a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (in such capacity thereunder the “Parent”, in its capacity as borrower thereunder the “Foreign Borrower”, and jointly with the U.S. Borrower the “Borrowers”), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     Section 1. Pursuant to Section 5.12 of the Credit Agreement, the undersigned hereby:

     (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

     (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date;

     (c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;

     (d) agrees, to irrevocably, unconditionally, jointly and severally with the other Guarantors, to guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Article VII of the Credit Agreement; and

     Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may request to effect the transactions contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.01 of the Credit Agreement, and for all purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and

enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

BIOMAT USA, INC.
By:	/s/ David Bell
	Name:
	Title:
GRIFOLS BIOLOGICALS, INC.
By:	/s/ David Bell
	Name:
	Title:
TELECRIS BIOTHERAPEUTICS, INC.
By:	/s/ David Bell
	Name:
	Title:
TELECRIS PLASMA RESOURCES INC.
By:	/s/ David Bell
	Name:
	Title:
MOVACO, S.A.
By:	/s/ Victor Grifols Roura
	Name:
	Title:
DIAGNOSTIC GRIFOLS, S.A.
By:	/s/ Victor Grifols Roura
	Name:
	Title:
INSTITUTO GRIFOLS, S.A.
By:	/s/ Victor Grifols Roura
	Name:
	Title:

Counterpart Agreement

LABORATORIES GRIFOLS, S.A.
By:	/s/ Victor Grifols Roura
	Name:
	Title:
GRIFOLS ITALIA S.P.A.
By:	/s/ Victor Grifols Roura
	Name:
	Title:
TELECRIS BIOTHERAPEUTICS GMBH
By:	/s/ Thierry Heinrich
	Name:	Thierry Heinrich
	Title:	Managing Director

Address for Notices:

U.S. Borrower and all U.S. Subsidiaries:

GRIFOLS INC.
2410 Lillyvale Ave.
Los Angeles,CA
90032-3514
Attention: David Bell
Facsimile: 323-441-7151

Parent, Foreign Borrower and all Foreign Subsidiaries:

GRIFOLS S.A.
Avinguda de la Generalitar, 152
Parque empresarial Can Sant Joan
08174 Sant Cugat del Vallès, Barcelona — Spain
Attention: Alfredo Arroyo
Facsimile: 34 934 102 513

In each case, with a copy to:

Proskauer Rose LLP
11 Times Square
New York, NY 10036-8299
Attention: Carlos E. Martinez
Facsimile: 212-969-2900

Counterpart Agreement

LABORATORIES GRIFOLS, S.A.
By:
	Name:
	Title:
GRIFOLS ITALIA S.P.A.
By:
	Name:
	Title:
TELECRIS BIOTHERAPEUTICS GMBH
By:	/s/ Thierry HEINRICH
	Name:	Thierry HEINRICH
	Title:	Managing Director

Address for Notices:

U.S. Borrower and all U.S. Subsidiaries:

GRIFOLS INC.
2410 Lillyvale Ave.
Los Angeles, CA
90032-3514
Attention: David Bell
Facsimile: 323-441-7151

Parent, Foreign Borrower and all Foreign Subsidiaries:

GRIFOLS S.A.
Avinguda de la Generalitat, 152
Parque empresarial Can Sant Joan
08174 Sant Cugat del Vallès, Barcelona- Spain
Attention: Alfredo Arroyo
Facsimile: 34 934 102 513

In each case, with a copy to:

Proskauer Rose LLP
11 Times Square
New York, NY 10036-8299
Attention: Carlos E. Martinez
Facsimile: 212-969-2900

Counterpart Agreement

ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent and Collateral Agent

By:	/s/ Carin Keegan
	Name:	Carin Keegan
	Title:	Director

By:	/s/ Erin Morrissey
	Name:	Erin Morrissey
	Title:	Director

Counterpart Agreement

EX-10.5

Exhibit 10.5

Execution Version

U.S. PLEDGE AND SECURITY AGREEMENT

dated as of June 1, 2011

between

EACH OF THE GRANTORS PARTY HERETO

and

DEUTSCHE BANK AG NEW YORK BRANCH,

as Collateral Agent

TABLE OF CONTENTS

	PAGE
SECTION 1. DEFINITIONS; GRANT OF SECURITY		1
1.1 General Definitions		1
1.2 Definitions; Interpretation		6
SECTION 2. GRANT OF SECURITY		7
2.1 Pledge and Grant of Security		7
2.2 Certain Limited Exclusions		8
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE		8
3.1 Security for Obligations		8
3.2 Continuing Liability Under Collateral		9
SECTION 4. CERTAIN PERFECTION REQUIREMENTS		9
4.1 Delivery Requirements		9
4.2 Control Requirements		9
4.3 Intellectual Property Recording Requirements		10
4.4 Other Actions		11
4.5 Timing and Notice		11
SECTION 5. REPRESENTATIONS AND WARRANTIES		12
5.1 Grantor Information & Status		12
5.2 Collateral Identification, Special Collateral		12
5.3 Ownership of Collateral and Absence of Other Liens		13
5.4 Status of Security Interest		13
5.5 Goods & Receivables		14
5.6 Pledged Equity Interests, Investment Related Property		15
SECTION 6. COVENANTS AND AGREEMENTS		15
6.1 Grantor Information & Status		15
6.2 Collateral Identification; Special Collateral; Defense of Collateral		15
6.3 Ownership of Collateral and Absence of Other Liens		16
6.4 Status of Security Interest		16
6.5 Goods & Receivables		16
6.6 Pledged Equity Interests, Investment Related Property		18
SECTION 7. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS		19
7.1 Further Assurances		19
7.2 Additional Grantors		21
SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT		21
8.1 Power of Attorney		21
8.2 No Duty on the Part of Collateral Agent or Secured Parties		22
8.3 Appointment Pursuant to Credit Agreement		22
SECTION 9. REMEDIES		22
9.1 Generally		22

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	PAGE
9.2 Application of Proceeds		23
9.3 Sales on Credit		24
9.4 Investment Related Property		24
9.5 Grant of Intellectual Property License		24
9.6 Intellectual Property		25
9.7 Cash Proceeds; Deposit Accounts		26
SECTION 10. COLLATERAL AGENT		26
SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.		27
SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM		28
SECTION 13. MISCELLANEOUS.		28
SCHEDULE 5.1 — GENERAL INFORMATION
SCHEDULE 5.2 — COLLATERAL IDENTIFICATION
SCHEDULE 5.4 — FINANCING STATEMENTS
EXHIBIT A — PLEDGE SUPPLEMENT
EXHIBIT B — UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C — SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D — DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E — TRADEMARK SECURITY AGREEMENT
EXHIBIT F — PATENT SECURITY AGREEMENT
EXHIBIT G — COPYRIGHT SECURITY AGREEMENT
EXHIBIT H — FORM OF NOTICE OF SPECIFIED HEDGE AGREEMENT

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          This U.S. PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Grifols Inc., a Virginia corporation (the “U.S. Borrower”), and each of the subsidiaries of the Parent party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (other than the Collateral Agent, each, a “Grantor”), and Deutsche Bank AG New York Branch as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).

RECITALS:

     WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of November 23, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the U.S. Borrower, Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Parent” and in its capacity as a borrower thereunder, the “Foreign Borrower” and together with the U.S. Borrower, the “Borrowers”), and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

     WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may enter into one or more Hedge Agreements, Cash Management Agreements and the Treasury Transactions with one or more Lender Counterparties;

     WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and Lender Counterparties as set forth in the Credit Agreement, the Hedge Agreements, the Cash Management Agreements and the Treasury Transactions, respectively, each Grantor has agreed to secure such Grantor’s obligations under the Loan Documents, the Hedge Agreements, the Cash Management Agreements and the Treasury Transactions as set forth herein; and

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Collateral Agent agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

     1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

           “Additional Grantor” shall have the meaning assigned in Section 7.2.

          “Agreement” shall have the meaning set forth in the preamble.

          “Cash Proceeds” shall have the meaning assigned in Section 9.7.

          “Collateral” shall have the meaning assigned in Section 2.1.

          “Collateral Account” shall mean any account established by the Collateral Agent.

          “Collateral Agent” shall have the meaning set forth in the preamble.

          “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

          “Control” shall mean: (i) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (ii) with respect to any Securities Accounts, Security Entitlements, Commodity Contract or Commodity Account, control within the meaning of Section 9-106 of the UCC, (iii) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC, (iv) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (v) with respect to any Electronic Chattel Paper, control within the meaning of Section 9-105 of the UCC, (vi) with respect to Letter of Credit Rights, control within the meaning of Section 9-107 of the UCC and (vii) with respect to any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), control within the meaning of Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in the jurisdiction relevant to such transferable record.

          “Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in the Internal Revenue Code.

          “Copyright Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or to any Copyright or otherwise providing for a covenant not to sue for infringement or other violation of any Copyright (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Copyright Licenses” (as such schedule may be amended or supplemented from time to time).

          “Copyrights” shall mean all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited to industrial designs, Protected Designs within the meaning of 17 U.S.C. 1301 et. Seq. and Community designs), and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as well as all moral rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(II) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) all rights to sue

2

or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “Credit Agreement” shall have the meaning set forth in the recitals.

          “Event of Default” shall have the meaning set forth in the Credit Agreement.

          “Excluded Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for as long as, so excluded thereunder.

          “Grantors” shall have the meaning set forth in the preamble.

          “Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

          “Intellectual Property” shall have the meaning set forth in the Credit Agreement.

          “Intellectual Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by the applicable Grantors, substantially in the form set forth in Exhibit E, Exhibit F and Exhibit G, as applicable.

          “Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodity Accounts and Deposit Accounts.

          “Investment Related Property” shall mean (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

          “Lender” shall have the meaning set forth in the recitals.

          “Majority Holders” shall have the meaning set forth in Section 10.

          “Material Intellectual Property” shall have the meaning set forth in the Credit Agreement.

          “Patent Licenses” shall mean all agreements, licenses and covenants providing for the granting of any right in or to any Patent or otherwise providing for a covenant not to sue for infringement or other violation of any Patent (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Patent Licenses” (as such schedule may be amended or supplemented from time to time).

          “Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing,

3

including, without limitation: (i) each patent and patent application required to be listed in Schedule 5.2(II) under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “Pledge Supplement” shall mean any supplement to this Agreement in substantially the form of Exhibit A.

          “Pledged Debt” shall mean all indebtedness for borrowed money owed to such Grantor, whether or not evidenced by any Instrument, including, without limitation, all indebtedness described on Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments, if any, evidencing such any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

          “Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of any business entity including, without limitation, any trust and all management rights relating to any entity whose equity interests are included as Pledged Equity Interests.

          “Pledged LLC Interests” shall mean all interests in any limited liability company and each series thereof including, without limitation, all limited liability company interests listed on Schedule 5.2(I) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests and all rights as a member of the related limited liability company.

          “Pledged Partnership Interests” shall mean all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 5.2(I) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and all rights as a partner of the related partnership.

          “Pledged Stock” shall mean all shares of capital stock owned by such Grantor, including, without limitation, all shares of capital stock described on Schedule 5.2(I) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time),

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and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

          “Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

          “Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

          “Secured Obligations” shall have the meaning assigned in Section 3.1.

          “Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

          “Trademark Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or to any Trademark or otherwise providing for a covenant not to sue for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Trademark Licenses” (as such schedule may be amended or supplemented from time to time).

          “Trademarks” shall mean all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor

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including, without limitation, the registrations and applications required to be listed in Schedule 5.2(II) under the heading “Trademarks”(as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “Trade Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II) under the heading “Trade Secret Licenses” (as such schedule may be amended or supplemented from time to time).

          “Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not the foregoing has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to the foregoing, and with respect to any and all of the foregoing: (i) all rights to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and (iii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

          “United States” shall mean the United States of America.

          “U.S. Borrower” shall have the meaning set forth in the recitals.

     1.2 Definitions; Interpretation.

          (a) In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment, Consignor, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary, Deposit Account, Document, Entitlement Order, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right, Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

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          (b) All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. The incorporation by reference of terms defined in the Credit Agreement shall survive any termination of the Credit Agreement until this Agreement is terminated as provided in Section 11 hereof. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2. GRANT OF SECURITY.

     2.1 Pledge and Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (all of which, being subject to Section 2.2, being hereinafter collectively referred to as the “Collateral”):

          (i) Accounts;

          (ii) Chattel Paper;

          (iii) Documents;

          (iv) General Intangibles;

          (v) Goods (including, without limitation, Inventory and Equipment);

          (vi) Instruments;

          (vii) Insurance;

          (viii) Intellectual Property;

          (ix) Investment Related Property (including, without limitation, Deposit Accounts);

          (x) Letter of Credit Rights;

          (xi) Money;

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          (xii) Receivables and Receivable Records;

          (xiii) Commercial Tort Claims now or hereafter described on Schedule 5.2

          (xiv) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

          (xv) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

     2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (i) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (x) any law, rule or regulation applicable to such Grantor, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (x) or (y) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (ii) any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation; (iii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law or (iv) any Deposit Account or Securities Account of a Grantor to the extent exclusively used for payroll, taxes, employee benefits or other similar fiduciary purposes.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

     3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations (the “Secured Obligations”).

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     3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral (including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests), and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4. CERTAIN PERFECTION REQUIREMENTS

     4.1 Delivery Requirements.

          (a) With respect to any Certificated Securities included in the Collateral, each Grantor shall deliver to the Collateral Agent the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests, including, without limitation, any Pledged Partnership Interests or Pledged LLC Interests, to be similarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities.

          (b) With respect to any Instruments or Tangible Chattel Paper included in the Collateral, each Grantor shall deliver to the Collateral Agent all such Instruments or Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; provided, however, that such delivery requirement shall not apply to any Instruments or Tangible Chattel Paper having a face value amount of less than $4,000,000 individually or $12,000,000 in the aggregate.

     4.2 Control Requirements.

          (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than $4,000,000 individually or $12,000,000 in the aggregate; provided, further, that the foregoing requirements shall not apply to those non-U.S. jurisdictions in which the Collateral Agent determines, in its reasonable discretion, that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and

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substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor during the occurrence and continuance of an Event of Default. With respect to any such Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor during the occurrence and continuance of an Event of Default. With respect to any such Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent.

          (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor.

          (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value exceeding $4,000,000 individually or $12,000,000 in the aggregate, Grantor shall promptly use commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent.

          (d) With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $4,000,000 individually or $12,000,000 in the aggregate.

     4.3 Intellectual Property Recording Requirements.

          (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit F hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

          (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

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          (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit G hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

          (d) In the case of any Collateral (whether now owned or hereafter acquired or created) consisting of foreign, international, or multi-national issued/registered Patents, registered Trademarks, registered Copyrights, or any applications for any of the foregoing, each Grantor shall (i) execute, deliver to the Collateral Agent, and record security agreements (or supplements thereto) covering all such Patents, Trademarks, and Copyrights in appropriate form for recordation with the applicable foreign, international, or multi-national registers with respect to the security interest of the Collateral Agent, and (ii) take such additional actions or make such additional filings or recordings as may be necessary or advisable, under the laws of the applicable jurisdiction to ensure the validity, perfection and priority of the security interest of the Collateral Agent; provided, however, that the foregoing requirements shall not apply to those jurisdictions in which the Collateral Agent determines, in its reasonable discretion, that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby.

     4.4 Other Actions.

          (a) If any issuer of any Pledged Equity Interest is organized under a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent.

          (b) With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Collateral Agent hereunder and following an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent of its designee, and to the substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all Investment Related Property to the Collateral Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

     4.5 Timing and Notice. With respect to any Collateral in existence on the Closing Date, each Grantor shall comply with the requirements of Section 4 on the date hereof subject to Section 3.01(g) and (h) of the Credit Agreement and except as set forth in Section 5.23 of the Credit Agreement and, with respect to any Collateral hereafter owned or acquired, such Grantor shall comply with such requirements within 30 (thirty) days following the Fiscal Quarter most recently ended during which such Grantor acquired such rights therein (each such date, an

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“Updating Date”); and, with respect to any Collateral of any Loan Party that becomes a Grantor after the date hereof, promptly upon such Loan Party becoming a Grantor (or such later time as may be agreed by the Collateral Agent). Each Grantor shall promptly inform the Collateral Agent of its acquisition of any Collateral for which any action is required by Section 4 hereof (including, for the avoidance of doubt, the filing of any applications for, or the issuance or registration of, any Patents, Copyrights or Trademarks) within thirty (30) days following the end of the Fiscal Quarter during which such acquisition occurred. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the requirement that the Grantors take actions necessary to perfect the Collateral Agent’s security interest in the Collateral shall be subject to Section 3.01(g) and (h) of the Credit Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

     5.1 Grantor Information & Status.

          (a) Schedule 5.1(A) & (B) (as such schedule may be amended or supplemented from time to time with written notice to the Collateral Agent) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts business, (3) the type of organization of such Grantor, (4) the jurisdiction of organization of such Grantor, (5) its organizational identification number, if any, and (6) the jurisdiction where the chief executive office or its sole place of business (or the principal residence if such Grantor is a natural person) is located.

          (b) except as provided on Schedule 5.1(C), (as such schedule may be amended or supplemented from time to time with written notice to the Collateral Agent) it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the five (5) years preceding the Closings Date or if such Grantor becomes a Grantor on a date after the Closing Date, five (5) years preceding such date;

          (c) it has not within the last five (5) years become bound (whether as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, which has not heretofore been terminated other than the agreements identified on Schedule 5.1(D) hereof (as such schedule may be amended or supplemented from time to time);

          (d) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) (as such schedule may be amended or supplemented from time to time with written notice to the Collateral Agent) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) (as such schedule may be amended or supplemented from time to time) and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and

          (e) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).

     5.2 Collateral Identification, Special Collateral.

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          (a) Schedule 5.2, as of the Closing Date, sets forth under the appropriate headings all of such Grantor’s: (1) Pledged Equity Interests, (2) Pledged Debt, (3) Securities Accounts other than any Securities Accounts holding assets with a market value of less than $4,000,000 individually or $12,000,000 in the aggregate, (4) Deposit Accounts other than any Deposit Accounts holding less than $4,000,000 individually or $12,000,000 in the aggregate, (5) Commodity Contracts and Commodity Accounts other than any Commodity Contracts and Commodity Accounts, in each case, holding assets with a market value of less than $4,000,000 individually or $12,000,000 in the aggregate, (6) United States and foreign registrations and issuances of and applications for Patents, Trademarks, and Copyrights owned by each Grantor, (7) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses constituting Material Intellectual Property, (8) Commercial Tort Claims other than any Commercial Tort Claims having a value of less than $4,000,000 individually or $12,000,000 in the aggregate, (9) Letter of Credit Rights for letters of credit other than any Letter of Credit Rights worth less than $4,000,000 individually or $12,000,000 in the aggregate, (10) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property other than any Inventory, Equipment or other tangible person property having a value less than $4,000,000 individually or $12,000,000 in the aggregate and (11) Material Contracts; and

          (b) As of the Closing Date (A) no material portion of the Collateral constitutes or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance Receivables; (5) timber to be cut, or (6) aircraft, aircraft engines, satellites, ships or railroad rolling stock and (B) no material portion of the Collateral consists of motor vehicles or other goods subject to a certificate of title statute of any jurisdiction.

     5.3 Ownership of Collateral and Absence of Other Liens.

          (a) it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, developed or created (including by way of lease or license), will continue to own or have such rights in each item of the Collateral (except as otherwise permitted by the Credit Agreement), in each case free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by another Person other than any Permitted Liens; and

          (b) other than any financing statements filed in favor of the Collateral Agent, no effective financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any material part of the Collateral is on file in any filing or recording office except for (x) financing statements for which duly authorized proper termination statements have been delivered to the Collateral Agent for filing and (y) financing statements filed in connection with Permitted Liens. Other than the Collateral Agent and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contract, no Person is in Control of any Collateral other than in connection with Permitted Liens.

     5.4 Status of Security Interest.

          (a) upon the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the filing offices set

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forth opposite such Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Agent in all Collateral that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction will constitute a valid, perfected, first priority Liens subject in the case of priority only, to any Permitted Liens with respect to Collateral. Each agreement, if any, purporting to give the Collateral Agent Control over any Collateral is effective to establish the Collateral Agent’s Control of the Collateral subject thereto;

          (b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder shall constitute valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens);

          (c) except as have been obtained or made and are in full force and effect, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens in material Collateral purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any material Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities; and

          (d) each Grantor is in compliance with its obligations under Section 4 hereof.

     5.5 Goods & Receivables.

          (a) To the knowledge of the relevant Grantor, each Receivable which is material to the Grantors, taken as a whole, (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable in accordance with its terms, (iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise) and (iv) is and will be in compliance with all applicable laws, whether federal, state, local or foreign;

          (b) None of the Account Debtors in respect of any Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign except with respect to which the relevant Grantor has complied with Section 6.5(b). No Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent with respect to which the relevant Grantor has used commercially reasonable efforts to obtain; and

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          (c) no Goods which are a material portion of the Collateral now or hereafter produced by any Grantor have been or will be produced in violation of the requirements of the Fair Labor Standards Act, as amended, or the rules and regulations promulgated thereunder.

     5.6 Pledged Equity Interests, Investment Related Property.

          (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

          (b) except as have been obtained or made and are in full force and effect, no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained; and

          (c) except as set forth on Schedule 5.2 (I) (as such schedule may be amended or supplemented from time to time and in any event as of the most recent Updating Date), the Pledged LLC Interests and Pledged Partnership Interests do not represent interests (i) that by their terms provide that they are securities governed by the uniform commercial code of an applicable jurisdiction, (ii) that are dealt in or traded on securities exchanges or markets or (iii) in issuers that are registered as investment companies

SECTION 6. COVENANTS AND AGREEMENTS.

Each Grantor hereby covenants and agrees that:

     6.1 Grantor Information & Status.

Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Credit Agreement, it shall not change such Grantor’s name, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing at least ten (10) days (or such lesser time as the Collateral Agent may agree) prior to any such change or establishment, identifying such new proposed name, corporate structure, chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, upon completion of such merger or other change in corporate structure confirming the grant of the security interest hereunder.

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     6.2 Collateral Identification; Special Collateral; Defense of Collateral.

          (a) in the event that it hereafter acquires any Collateral of a type described in Section 5.2(b) hereof, it shall promptly notify the Collateral Agent thereof in writing and take such actions and execute such documents and make such filings all at Grantor’s expense as the Collateral Agent may reasonably request in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in such Collateral, subject in the case of priority only, to any Permitted Liens.

          (b) in the event that it hereafter acquires or has any Commercial Tort Claim in excess of $4,000,000 individually or $12,000,000 in the aggregate it shall deliver to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

     6.3 Ownership of Collateral and Absence of Other Liens.

          (a) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

          (b) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent in writing of any event that may have a Material Adverse Effect on (i) the value of the Collateral or any portion thereof, (ii) the ability of any Grantor or the Collateral Agent to dispose of the Collateral or any portion thereof, or (iii) the rights and remedies of the Collateral Agent in relation thereto, including, without limitation, the levy of any legal process against the Collateral or any portion thereof; and (c) it shall not sell, transfer or assign (by operation of law or otherwise) or exclusively license to another Person any Collateral except as otherwise permitted by the Credit Agreement.

     6.4 Status of Security Interest.

          (a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of the Collateral Agent hereunder in all Collateral as valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens).

          (b) Notwithstanding the foregoing, no Grantor shall be required to take any action to perfect any Collateral that can only be perfected by (i) Control or possession, except as and to the extent specified in Section 4 hereof, (ii) foreign filings with respect to Intellectual Property, except as and to the extent specified in Section 4 hereof or (iii) filings with registrars of motor vehicles or similar governmental authorities with respect to goods covered by a certificate of title, in each case except as and to the extent specified in Section 4 hereof.

     6.5 Goods & Receivables.

          (a) other than in connection with a disposition permitted by the Credit Agreement, it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;

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          (b) in the case of each Grantor, such Grantor shall, on each Updating Date, provide the Collateral Agent with written notice of any Receivable of the type described in Section 5.5(b) with respect to which compliance with this Section 6.5 is required, entered into since the last Updating Date and within thirty (30) days of such notice, unless otherwise agreed by the Collateral Agent, deliver to the Collateral Agent such documentation reasonably necessary to comply with the Assignment of Claims Act of 1940 or any applicable similar state statute or regulation with respect to the assignment of the right of payment in respect of such Receivable;

          (c) if any Equipment or Inventory in excess of $4,000,000 individually or $12,000,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and use commercially reasonable efforts to obtain an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following an Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $4,000,000 individually or $12,000,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has a first priority perfected security interest in such Goods;

          (d) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;

          (e) following and during the continuation of an Event of Default, such Grantor shall not, other than in the ordinary course of business and consistent with past practice, (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and

          (f) the Collateral Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent may: (i) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Collateral

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Account maintained under the sole dominion and control of the Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

     6.6 Pledged Equity Interests, Investment Related Property.

          (a) Dividends. Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall comply with the requirements of Section 4 to the extent applicable to such property. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest.

          (b) Voting.

          (i) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, that upon the occurrence and during the continuation of an Event of Default, no Grantor shall exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, upon the occurrence and during the continuation of an Event of Default, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right referred to in the first proviso above; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.6(b)(i)(1) and no notice of any such voting or consent need be given to the Collateral Agent; and

          (ii) Upon the occurrence and during the continuation of an Event of Default:

(1) subject to clause (b)(i) above, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall

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thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(2)

in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1; and

          (c) if any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC), on the date hereof elects to or otherwise takes any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; such Grantor owning such Pledged Partnership Interests or Pledged LLC Interests shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof; and

          (d) except as expressly permitted by the Credit Agreement, without the prior written consent of the Collateral Agent, it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder; provided, that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2.2 and (iii) Grantor promptly complies with the delivery and control requirements of Section 4 hereof.

SECTION 7. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.

     7.1 Further Assurances.

          (a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby subject to the limitations expressly set forth herein or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

          (i) subject to the limitations expressly set forth herein, file such financing or continuation statements, or amendments thereto, record security interests in Intellectual Property and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary, or as the Collateral

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Agent may reasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby;

          (ii) subject to the limitations expressly set forth herein, take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in any Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or issued or in which an application for registration or issuance is pending, including, without limitation, the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing;

          (iii) if an Event of Default has occurred and is continuing, upon request by the Collateral Agent, assemble all or part of the Collateral as directed by the Collateral Agent and make such Collateral available to the Collateral Agent, at a place to be designated by the Collateral Agent that is reasonably convenient to both parties and allow inspection of the Collateral by the Collateral Agent, or persons designated by the Collateral Agent;

          (iv) if an Event of Default has occurred and is continuing, at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any material part of the Collateral; and

          (v) furnish the Collateral Agent with such information regarding the Collateral, including, without limitation, the location thereof, as the Collateral Agent may reasonably request from time to time.

          (b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, Intellectual Property Security Agreements and amendments and supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary to perfect or otherwise protect the security interest granted to the Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect. Each Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

          (c) Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after obtaining such Grantor’s signature to such modification by amending Schedule 5.2 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

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     7.2 Additional Grantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of the Parent to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

     8.1 Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time during the continuance of an Event of Default, in the Collateral Agent’s discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:

          (a) to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

          (b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

          (c) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

          (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

          (e) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in any Intellectual Property in the name of such Grantor as debtor;

          (f) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and

          (g) to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s

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option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

     8.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty (other than a reasonable standard of care pursuant to Section 12) upon the Collateral Agent or any other Secured Party to exercise any such powers.

     8.3 Appointment Pursuant to Credit Agreement. The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The rights, duties, privileges, immunities and indemnities of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement.

SECTION 9. REMEDIES.

     9.1 Generally.

          (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

          (i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties;

          (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

          (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate; and

          (iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis, to the extent the Grantor has the lawful right to do so) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as may be commercially reasonable.

          (b) The Collateral Agent or any other Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of

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widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of the Collateral Agent hereunder.

          (c) The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

          (d) The Collateral Agent shall have no obligation to marshal any of the Collateral.

     9.2 Application of Proceeds. Except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all reasonable and documented costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to

23

indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all reasonable and documented costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations in accordance with Section 2.15(d) of the Credit Agreement; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

     9.3 Sales on Credit. If the Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

     9.4 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

     9.5 Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. Such license shall include access to all media in which any of the licensed

24

items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

     9.6 Intellectual Property.

          (a) Anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence and during the continuation of an Event of Default:

          (i) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property rights of such Grantor, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement, and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 12 hereof in connection with the exercise of its rights under this Section 9.6, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property rights as provided in this Section 9.6, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation, dilution or other violation of any of such Grantor’s rights in the Intellectual Property by others and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing, misappropriating, diluting or otherwise violating as shall be necessary to prevent such infringement, misappropriation, dilution or other violation;

          (ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to any Intellectual Property included in the Collateral and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

          (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any other Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, any such Intellectual Property; and

          (iv) the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of any Intellectual Property of such Grantor, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(1) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall

25

	be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 9.7 hereof; and
(2)	without the consent of the Collateral Agent, a Grantor shall not, other than in the ordinary course of business and consistent with past practice, adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

          (b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to any Intellectual Property of such Grantor shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

     9.7 Cash Proceeds; Deposit Accounts. (a) If any Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Agent specified in Section 6.5 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise) may during the occurrence of an Event of Default, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

     (b) If any Event of Default shall have occurred and be continuing, the Collateral Agent may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent.

SECTION 10. COLLATERAL AGENT.

     The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with

26

this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to the Collateral Agent including, without limitation, the provisions relating to resignation or removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall survive any termination of the Credit Agreement.

SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

     This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations (subject to the U.S. Borrower’s right pursuant to Section 9.08(d) of the Credit Agreement to request termination of the security interest upon payment in full of all of the Secured Obligations other than the Hedging Obligations and contingent indemnification obligations), the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation, expiration, posting of backstop letters of credit or cash collateralization of all outstanding Letters of Credit satisfactory to the issuer(s) of such Letters of Credit, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

27

SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

     The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any material part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable and documented expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

SECTION 13. MISCELLANEOUS.

     Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and the Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Loan Documents embody the entire agreement and understanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE

28

CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

          THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS “CONSENT TO JURISDICTION” AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.

(signature pages follow)

29

     IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

GRIFOLS INC., as Grantor
By:	/s/ David Bell
	Name:
	Title:
BIOMAT USA, INC., as Grantor
By:	/s/ David Bell
	Name:
	Title:
GRIFOLS BIOLOGICALS, INC., as Grantor
By:	/s/ David Bell
	Name:
	Title:
TALECRIS BIOTHERAPEUTICS, INC., as Grantor
By:	/s/ David Bell
	Name:
	Title:
TALECRIS PLASMA RESOURCES, INC., as Grantor
By:	/s/ David Bell
	Name:
	Title:

GRIFOLS, S.A. as Grantor
By:	/s/ Victor Grifols Roura
	Name:
	Title:

DEUTSCHE BANK AG NEW YORK BRANCH as Collateral Agent
By:	/s/ Carin Keegan
	Name:	Carin Keegan
	Title:	Director
By:	/s/ Erin Morrissey
	Name:	Erin Morrissey
	Title:	Director

EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

     This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [mm/dd/yy] (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among Grifols Inc., the other Grantors named therein, and Deutsche Bank AG New York Branch, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

     Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

          THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

     IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

[NAME OF GRANTOR]
By:
	Name:
	Title:

EXHIBIT A-1

SUPPLEMENT TO SCHEDULE 5.1
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

GENERAL INFORMATION

(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

			Chief Executive
			Office/Sole Place of
			Business (or
Full Legal	Type of	Jurisdiction of	Residence if Grantor
Name	Organization	Organization	is a Natural Person)	Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 5.2
TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

	I. INVESTMENT RELATED PROPERTY
(A)	Pledged Stock:

							Percentage
							of
				Stock		No. of	Outstanding
	Stock	Class of	Certificated	Certificate		Pledged	Stock of the
Grantor	Issuer	Stock	(Y/N)	No.	Par Value	Stock	Stock Issuer

Pledged LLC Interests:

					Percentage of
					Outstanding
					LLC Interests of
	Limited				the Limited
	Liability	Certificated	Certificate No.	No. of Pledged	Liability
Grantor	Company	(Y/N)	(if any)	Units	Company

Pledged Partnership Interests:

		Type of			Percentage of
		Partnership			Outstanding
		Interests (e.g.,			Partnership
		general or	Certificated	Certificate No.	Interests of the
Grantor	Partnership	limited)	(Y/N)	(if any)	Partnership

Pledged Trust Interests:

					Percentage of
					Outstanding
		Class of Trust	Certificated	Certificate No.	Trust Interests
Grantor	Trust	Interests	(Y/N)	(if any)	of the Trust

Pledged Debt:

		Original	Outstanding
		Principal	Principal
Grantor	Issuer	Amount	Balance	Issue Date	Maturity Date

EXHIBIT A-3

Securities Account:

	Share of Securities
Grantor	Intermediary	Account Number	Account Name

Deposit Accounts:

Grantor Name of Depositary Bank Account Number Account Name

Commodities Accounts:

	Name of Commodities
Grantor	Intermediary	Account Number	Account Name

(B)

Grantor Date of Acquisition Description of Acquisition

II. INTELLECTUAL PROPERTY

(A) Copyrights

			Registration Number (if	Registration Date
Grantor	Jurisdiction	Title of Work	any)	(if any)

(B) Copyright Licenses

		Registration Number
		(if any) of
	Description of	underlying
Grantor	Copyright License	Copyright	Name of Licensor

(C) Patents

			Patent
			Number/(Application
Grantor	Jurisdiction	Title of Patent	Number)	Issue Date/(Filing Date)

EXHIBIT A-4

(D) Patent Licenses

	Description of	Patent Number of
Grantor	Patent License	underlying Patent	Name of Licensor

(E) Trademarks

			Registration
			Number/(Serial	Registration
Grantor	Jurisdiction	Trademark	Number)	Date/(Filing Date)

(F) Trademark Licenses

	Description of Trademark	Registration Number of
Grantor	License	underlying Trademark	Name of Licensor

(G) Trade Secret Licenses

Grantor Description of Trade Secret License Name of Licensor

III. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

EXHIBIT A-5

IV. LETTER OF CREDIT RIGHTS

Grantor Description of Letters of Credit

V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

EXHIBIT A-6

SUPPLEMENT TO SCHEDULE 5.4 TO
PLEDGE AND SECURITY AGREEMENT

Financing Statements:

Grantor Filing Jurisdiction(s)

EXHIBIT A-7

SUPPLEMENT TO SCHEDULE 5.5
TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Location of Equipment and Inventory

EXHIBIT A-8

EXHIBIT B
TO PLEDGE AND SECURITY AGREEMENT

UNCERTIFICATED SECURITIES CONTROL AGREEMENT

     This Uncertificated Securities Control Agreement dated as of [                    ], 20[     ] among [                              ] (the “Pledgor”), Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties, (the “Collateral Agent”) and [                   ], a [                                ] [corporation] (the “Issuer”). Capitalized terms used but not defined herein shall have the meaning assigned in the Pledge and Security Agreement dated [as of the date hereof], among the Pledgor, the other Grantors party thereto and the Collateral Agent (the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

     Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of the date hereof the Pledgor is the registered owner of [              ] shares of the Issuer’s [common] stock (the “Pledged Shares”) and the Issuer shall not change the registered owner of the Pledged Shares without the prior written consent of the Collateral Agent.

     Section 2. Instructions. If at any time the Issuer shall receive instructions originated by the Collateral Agent relating to the Pledged Shares, the Issuer shall comply with such instructions without further consent by the Pledgor or any other person.

     Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Collateral Agent:

     (a) It has not entered into, and until the termination of this agreement will not enter into, any agreement with any other person relating to the Pledged Shares pursuant to which it has agreed to comply with instructions issued by such other person;

     (b) It has not entered into, and until the termination of this agreement will not enter into, any agreement with the Pledgor or the Collateral Agent purporting to limit or condition the obligation of the Issuer to comply with Instructions as set forth in Section 2 hereof;

     (c) Except for the claims and interest of the Collateral Agent and of the Pledgor in the Pledged Shares, the Issuer does not know of any claim to, or interest in, the Pledged Shares. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pledged Shares, the Issuer will promptly notify the Collateral Agent and the Pledgor thereof; and

     (d) This Uncertificated Securities Control Agreement is the valid and legally binding obligation of the Issuer.

     Section 4. Choice of Law. This Agreement shall be governed by the laws of the State of New York.

     Section 5. Conflict with Other Agreements. In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

EXHIBIT B-1

     Section 6. Voting Rights. Until such time as the Collateral Agent shall otherwise instruct the Issuer in writing, the Pledgor shall have the right to vote the Pledged Shares.

     Section 7. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Issuer and by sending written notice of such assignment to the Pledgor.

     Section 8. Indemnification of Issuer. The Pledgor and the Collateral Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s negligence, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other reasonable and documented expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

     Section 9. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Pledgor:	[Name and Address of Pledgor]
	Attention: [                         ]
	Telecopier: [                         ]
Collateral Agent:	Deutsche Bank AG New York Branch
	Attention: [                         ]
	Telecopier: [                         ]
Issuer:	[Insert Name and Address of Issuer]
	Attention: [                         ]
	Telecopier: [                         ]

     Any party may change its address for notices in the manner set forth above.

     Section 10. Termination. The obligations of the Issuer to the Collateral Agent pursuant to this Control Agreement shall continue in effect until the security interests of the Collateral Agent in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Issuer of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination of the Collateral Agent’s security interest in the Pledged Shares pursuant to the terms of the Security Agreement. The termination of this Control Agreement shall not terminate the Pledged Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the Pledged Shares.

EXHIBIT B-2

     Section 11. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[NAME OF PLEDGOR], as Pledgor
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:
[NAME OF ISSUER], as Issuer
By:
	Name:
	Title:

EXHIBIT B-3

Exhibit A

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Issuer]
Attention: [                    ]

Re: Termination of Control Agreement

     You are hereby notified that the Uncertificated Securities Control Agreement between you, [Name of Pledgor] (the “Pledgor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to Pledged Shares (as defined in the Uncertificated Control Agreement) from the Pledgor. This notice terminates any obligations you may have to the undersigned with respect to the Pledged Shares, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Pledgor pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Pledgor.

Very truly yours, Deutsche Bank AG New York Branch as Collateral Agent
By:
	Name:
	Title:

EXHIBIT B-4

EXHIBIT C
TO PLEDGE AND SECURITY AGREEMENT

SECURITIES ACCOUNT CONTROL AGREEMENT

     This Securities Account Control Agreement dated as of [                    ], 20[       ] (this “Agreement”) among [                    ] (the “Debtor”), Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (together with its successors and assigns, the “Collateral Agent”) and [                    ], in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated [as of the date hereof], among the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

     Section 1. Establishment of Securities Account. The Securities Intermediary hereby confirms and agrees that:

     (a) The Securities Intermediary has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Securities Account”) and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Collateral Agent;

     (b) All securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

     (c) All property delivered to the Securities Intermediary pursuant to the Security Agreement will be promptly credited to the Securities Account; and

     (d) The Securities Account is a “securities account” within the meaning of Section 8501 of the UCC.

     Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument, general intangible or cash) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

     Section 3. Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Agent, the Securities Intermediary shall follow the orders issued by the Collateral Agent.

EXHIBIT C-1

     Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

     Section 5. Choice of Law. This Agreement and the Securities Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

     Section 6. Conflict with Other Agreements.

     (a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

     (b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;

     (c) The Securities Intermediary hereby confirms and agrees that:

     (i) There are no other control agreements entered into between the Securities Intermediary and the Debtor with respect to the Securities Account;

     (ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating to the Securities Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person; and

     (iii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with the Debtor or the Collateral Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

     Section 7. Adverse Claims. Except for the claims and interest of the Collateral Agent and of the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar

EXHIBIT C-2

process) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Debtor thereof.

     Section 8. Maintenance of Securities Account. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Account as follows:

     (a) Notice of Sole Control. If at any time the Collateral Agent delivers to the Securities Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it will take all instruction with respect to the Securities Account solely from the Collateral Agent.

     (b) Voting Rights. Until such time as the Securities Intermediary receives a Notice of Sole Control pursuant to subsection (a) of this Section 8, the Debtor shall direct the Securities Intermediary with respect to the voting of any financial assets credited to the Securities Account.

     (c) Permitted Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Collateral Agent, the Debtor shall direct the Securities Intermediary with respect to the selection of investments to be made for the Securities Account; provided, however, that the Securities Intermediary shall not honor any instruction to purchase any investments other than investments of a type described on Exhibit B hereto.

     (d) Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 12 of this Agreement.

     (e) Tax Reporting. All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

     Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

     (a) The Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and

     (b) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

     Section 10 Indemnification of Securities Intermediary. The Debtor and the Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s negligence and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s negligence, and from and against any and all liabilities, losses,

EXHIBIT C-3

damages, costs, charges, counsel fees and other reasonable and documented expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

     Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

     Section 12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[Name and Address of Debtor]
	Attention: [                         ]
	Telecopier: [                         ]
Collateral Agent:	Deutsche Bank AG New York Branch
	Attention: [                         ]
	Telecopier: [                         ]
Securities Intermediary:	[Name and Address of Securities Intermediary]
	Attention: [                         ]
	Telecopier: [                         ]

     Any party may change its address for notices in the manner set forth above.

     Section 13. Termination. The obligations of the Securities Intermediary to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Securities Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Securities Intermediary of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form of Exhibit C hereto to the Securities Intermediary upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Securities Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Securities Intermediary to the Debtor pursuant to any other agreement with respect to the Securities Account.

     Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

EXHIBIT C-4

     IN WITNESS WHEREOF, the parties hereto have caused this Securities Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR], as Debtor
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:
[NAME OF SECURITIES INTERMEDIARY], as Securities Intermediary
By:
	Name:
	Title:

EXHIBIT C-5

EXHIBIT A
TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]
Attention: [______________]

Re: Notice of Sole Control

Ladies and Gentlemen:

     As referenced in the Securities Account Control Agreement dated as of [_______], 20[____] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over securities account number [___________] (the “Securities Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

cc: [Name of Debtor]

EXHIBIT C-6

EXHIBIT B
TO SECURITIES ACCOUNT CONTROL AGREEMENT

Permitted Investments

[TO COME]

EXHIBIT C-7

EXHIBIT C
TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of the Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]
Attention: [______________]

Re: Termination of Securities Account Control Agreement

     You are hereby notified that the Securities Account Control Agreement dated as of [_______], 20[____] among you, [Name of Debtor] (the “Debtor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [___________] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

EXHIBIT C-8

EXHIBIT D
TO PLEDGE AND SECURITY AGREEMENT

DEPOSIT ACCOUNT CONTROL AGREEMENT

     This Deposit Account Control Agreement dated as of [_______], 20[____] (this “Agreement”) among [___________] (the “Debtor”), Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (together with its successors and assigns, the “Collateral Agent”) and [___________], in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated [as of the date hereof], between the Debtor, the other Grantors party thereto and the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

     Section 1. Establishment of Deposit Account. The Financial Institution hereby confirms and agrees that:

     (a) The Financial Institution has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Deposit Account”) and the Financial Institution shall not change the name or account number of the Deposit Account without the prior written consent of the Collateral Agent and, prior to delivery of a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Debtor; and

     (b) The Deposit Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC.

     Section 2. Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Agent in the Deposit Account and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Collateral Agent, the Financial Institution shall follow the instructions issued by the Collateral Agent.

     Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the Financial Institution has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. Money and other items credited to the Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Financial Institution may set off (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of the Deposit Account and (ii) the face amount of any checks which have been credited to such Deposit Account but are subsequently returned unpaid because of uncollected or insufficient funds).

     Section 4. Choice of Law. This Agreement and the Deposit Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other

EXHIBIT D-1

agreement, for purposes of the UCC, New York shall be deemed to be the Financial Institution’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws of the State of New York.

     Section 5. Conflict with Other Agreements.

     (a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

     (b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto; and

     (c) The Financial Institution hereby confirms and agrees that:

     (i) There are no other agreements entered into between the Financial Institution and the Debtor with respect to the Deposit Account [other than ]; and

     (ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating the Deposit Account and/or any funds credited thereto pursuant to which it has agreed to comply with instructions originated by such persons as contemplated by Section 9-104 of the UCC.

     Section 6. Adverse Claims. The Financial Institution does not know of any liens, claims or encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Deposit Account, the Financial Institution will promptly notify the Collateral Agent and the Debtor thereof.

     Section 7. Maintenance of Deposit Account. In addition to, and not in lieu of, the obligation of the Financial Institution to honor instructions as set forth in Section 2 hereof, the Financial Institution agrees to maintain the Deposit Account as follows:

     (a) Notice of Sole Control. If at any time the Collateral Agent delivers to the Financial Institution, a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Financial Institution agrees that after receipt of such notice, it will take all instruction with respect to the Deposit Account solely from the Collateral Agent.

     (b) Statements and Confirmations. The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning the Deposit Account simultaneously to each of the Debtor and the Collateral Agent at the address for each set forth in Section 11 of this Agreement; and

     (c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

     Section 8. Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:

EXHIBIT D-2

     (a) The Deposit Account has been established as set forth in Section 1 and such Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and

     (b) This Agreement is the valid and legally binding obligation of the Financial Institution.

     Section 9. Indemnification of Financial Institution. The Debtor and the Collateral Agent hereby agree that (a) the Financial Institution is released from any and all liabilities to the Debtor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s negligence and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises from the Financial Institution’s negligence, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other reasonable and documented expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

     Section 10. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Agent may assign its rights hereunder only with the express written consent of the Financial Institution and by sending written notice of such assignment to the Debtor.

     Section 11 Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[Name and Address of Debtor]
	Attention: [___________]
	Telecopier: [___________]
Collateral Agent:	Deutsche Bank AG New York Branch
	Attention: [___________]
	Telecopier: [___________]
Financial Institution:	[Name and Address of Financial Institution]
	Attention: [___________]
	Telecopier: [___________]

     Any party may change its address for notices in the manner set forth above.

     Section 12. Termination. The obligations of the Financial Institution to the Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Collateral Agent in the Deposit Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Financial Institution of such termination in writing. The Collateral Agent agrees to provide Notice of Termination in substantially the form

EXHIBIT D-3

of Exhibit A hereto to the Financial Institution upon the request of the Debtor on or after the termination of the Collateral Agent’s security interest in the Deposit Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Deposit Account or alter the obligations of the Financial Institution to the Debtor pursuant to any other agreement with respect to the Deposit Account.

     Section 13. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

          IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR], as Debtor
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:
[NAME OF FINANCIAL INSTITUTION], as Financial Institution
By:
	Name:
	Title:

EXHIBIT D-4

EXHIBIT A
TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of Collateral Agent]

[Date]

[Name and Address of Financial Institution]
Attention: [___________]

Re: Notice of Sole Control

Ladies and Gentlemen:

     As referenced in the Deposit Account Control Agreement dated as of [________], 20[___] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number [________________] (the “Deposit Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

cc: [Name of Debtor]

EXHIBIT D-5

EXHIBIT B
TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of the CollateralAgent]

[Date]

[Name and Address of Financial Institution]
Attention:[                    ]

Re: Termination of Deposit Account Control Agreement

     You are hereby notified that the Deposit Account Control Agreement dated as of [       ], 20[   ] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [                     ] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

Very truly yours, Deutsche Bank AG New York Branch, as Collateral Agent
By:
	Name:
	Title:

EXHIBIT D-6

EXHIBIT E
TO PLEDGE AND SECURITY AGREEMENT

FORM OF TRADEMARK SECURITY AGREEMENT

     This TRADEMARK SECURITY AGREEMENT, dated as of [                     ], 20[       ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

     WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of June 1, 2011 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral

     SECTION 2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Collateral”):

all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications listed or required to be listed in Schedule A attached hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

EXHIBIT E-1

     SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law.

SECTION 3. Security Agreement

     The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Governing Law

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

SECTION 5. Counterparts

     This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT E-2

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

     On this                      day of                     ,                      before me personally ap peared                     , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of                     , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public 

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

     On                this day of                     ,                      before me personally appeared                           , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of                     , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT E-3

Accepted and Agreed:

DEUTSCHE BANK AG NEW YORK BRANCH,
as Collateral Agent

By:
	Name:
	Title:

EXHIBIT E-4

SCHEDULE A
to
TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND APPLICATIONS

Mark Serial No. Filing Date Registration No. Registration Date

EXHIBIT E-5

EXHIBIT F
TO PLEDGE AND SECURITY AGREEMENT

FORM OF PATENT SECURITY AGREEMENT

     This PATENT SECURITY AGREEMENT, dated as of [______], 20[_] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

     WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of June 1, 2011 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Patent Collateral (as defined below) and are required to execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION. 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest

     Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Patent Collateral”):

all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application listed or required to be listed in Schedule A attached hereto, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

SECTION 3. Security Agreement

     The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made

EXHIBIT F-1

and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Governing Law

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

SECTION 5. Counterparts

     This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT F-2

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this                      day of                     ,            before me personally appeared                     , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of                     , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public 

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this                      day of                     ,            before me personally appeared                     , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of                     , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT F-3

Accepted and Agreed:

DEUTSCHE BANK AG NEW YORK BRANCH,
as Collateral Agent

By:
	Name:
	Title:

EXHIBIT F-4

SCHEDULE A
to
PATENT SECURITY AGREEMENT

PATENTS AND PATENT APPLICATIONS

Title Application No. Filing Date Patent No. Issue Date

EXHIBIT F-5

EXHIBIT G
TO PLEDGE AND SECURITY AGREEMENT

FORM OF COPYRIGHT SECURITY AGREEMENT

     This COPYRIGHT SECURITY AGREEMENT, dated as of [                   ], 20[___] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Deutsche Bank AG New York Branch, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

     WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of June 1, 2011 (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Copyright Collateral (as defined below) and are required to execute and deliver this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest

     Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Copyright Collateral”):

          (a) all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited to industrial designs, Protected Designs and Community designs), and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as well as all moral rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications listed or required to be listed in Schedule A attached hereto, (ii) all extensions and renewals thereof, (iii) all rights to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world; and

          (b) any and all agreements, licenses and covenants providing for the granting of any exclusive right to such Grantor in or to any registered Copyright including, without limitation, each agreement required to be listed in Schedule A attached hereto, and all rights to

EXHIBIT G-1

sue or otherwise recover for past, present and future infringement or other violation or impairment thereof, including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

SECTION 3. Security Agreement

     The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Governing Law

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

SECTION 5. Counterparts

     This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT G-2

     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

     On this ____ day of ____________, _____ before me personally appeared ___________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of _______________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public 

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

     On this ____ day of ____________, _____ before me personally appeared ___________________, proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of _______________, who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT G-3

Accepted and Agreed:

DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent
By:
	Name:
	Title:

EXHIBIT G-4

SCHEDULE A
to
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND APPLICATIONS

Title Application No. Filing Date Registration No. Registration Date

EXCLUSIVE COPYRIGHT LICENSES

		Registration Number
		of underlying
Description of Copyright License	Name of Licensor	Copyright

EXHIBIT G-5

EXHIBIT H
TO PLEDGE AND SECURITY AGREEMENT

FORM OF NOTICE OF SPECIFIED HEDGE AGREEMENT

[Name and Address of Collateral Agent]

Attention: [___________]

Re: Notice of Specified Hedge Agreement¹

Ladies and Gentlemen:

     Reference is made to the Pledge & Security Agreement dated as of June 1, 2011 (as amended, supplemented and modified to date, the “Pledge & Security Agreement”), among Grifols Inc., (the “U.S. Borrower”), Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Foreign Borrower”) and various affiliates of the U.S. Borrower in favor of Deutsche Bank AG New York Branch, as Collateral Agent. Capitalized terms used herein have the meaning set forth in the Pledge & Security Agreement or if not defined therein in the Credit Agreement (as defined in the Pledge & Security Agreement). This is to notify you that we have entered into the following Hedge Agreement:

Date of Hedge Agreement Names of Parties

     We hereby confirm that we are a “Lender Counterparty.” As used herein Lender Counterparty means: “each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be).” We hereby appoint Collateral Agent as our agent for purposes of the Security Agreement. We understand and agree neither the Collateral Agent nor the Administrative Agent shall owe us any fiduciary duly, duty of loyalty, duty of care, duty of disclosure or any other obligations whatsoever by virtue of our status as a secured party under the Pledge & Security Agreement and we agree to be bound by the Loan Documents as a Secured Party.

¹ The current version of the Pledge & Security Agreement does not require that this notice be delivered in order for a hedge counterparty to be a secured party. However, a hedge counterparty may nonetheless decide to deliver this notice to ensure that the agent knows it is a secured party and to strengthen its claims as a secured party.

EXHIBIT H-1

NAME OF LENDER COUNTERPARTY
By:
	(name)
	(title)

EXHIBIT H-2

EX-10.6

Exhibit 10.6

EXECUTION COPY

     THIS ASSUMPTION AGREEMENT (this “Agreement”) is dated as of June 1, 2011, by and between Grifols, Inc., a Virginia corporation (“Grifols Virginia”), and Deutsche Bank AG New York Branch (“DBNY”), as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below.

          WHEREAS, Grifols Inc., a Delaware corporation (“Grifols Delaware”), Grifols, S.A. (the “Parent”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and DBNY, as Administrative Agent and Issuing Bank, entered into that certain Credit Agreement dated as of November 23, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

          WHEREAS, pursuant to the Merger Agreement and effective as of 2:02 p.m., Eastern Time, on the date hereof, Grifols Delaware merged with and into Grifols Virginia, with Grifols Virginia as the surviving entity (the “Merger”);

          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

          SECTION 1. Assumption. As of the Effective Time (as defined below), Grifols Virginia hereby assumes all rights, title, interests, obligations and liabilities of all and whatever nature of Grifols Delaware under the Credit Agreement and each other Loan Document to which Grifols Delaware was a party (in furtherance of and in addition to, and not in lieu of, any assumption or deemed assumption by operation of law) from and after the Effective Time with the same force and effect as if originally the “U.S. Borrower” and “Borrower Representative” as such terms are defined in the Credit Agreement and a “Guarantor” or “Grantor” (or other similar term) under each other Loan Document, to the extent that Grifols Delaware was a party thereto in such capacities. Without limiting the generality of the foregoing, Grifols Virginia hereby expressly agrees from and after the Effective Time to observe and perform and be bound by all of the terms, covenants, representations, warranties and agreements contained in the Credit Agreement and each other Loan Document which are binding upon, and to be observed or performed by, Grifols Virginia. Grifols Virginia hereby ratifies and confirms as of the Effective Time the validity of, and all of its obligations and liabilities under, the Credit Agreement and each other Loan Document to which it is a party.

          SECTION 2. Effect on the Credit Agreement and Loan Documents. From and after the Effective Time, each reference in the Credit Agreement and each other Loan Document to the “U.S. Borrower”, “Borrower Representative” or words to that effect, shall mean and be a reference to Grifols Virginia, and Grifols Virginia shall be the “U.S. Borrower”, a “Borrower” and the “Borrower Representative” for all purposes of the Credit Agreement and the other Loan Documents. Except as expressly provided for herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Agreement shall constitute a Loan Document.

          SECTION 3. Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall

constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective immediately after consummation of the Merger (such time, the “Effective Time”) upon receipt by the Administrative Agent of a counterpart of this Agreement that bears the signature of Grifols Virginia and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually signed counterpart of this Agreement.

          SECTION 4. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK.

          SECTION 5. Jurisdiction; Consent to Service of Process. Grifols Virginia hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Grifols Virginia agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor, Guarantor, or any of their properties in the courts of any jurisdiction. Grifols Virginia hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to herein. Grifols Virginia hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01 of the Credit Agreement. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

          SECTION 6. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

2

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.

          SECTION 7. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

          SECTION 8. Severability. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          SECTION 8. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to Grifols Virginia shall be given to it in care of the Borrowers’ Representative as provided in Section 10.01 of the Credit Agreement.

[The remainder of this page is intentionally left blank.]

3

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GRIFOLS, INC., a Virginia corporation
By:	/s/ David Bell
	Name:
	Title:

[SIGNATURE PAGE TO GRIFOLS ASSUMPTION AGREEMENT]

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:	/s/ Carin Keegan
	Name:	Carin Keegan
	Title:	Director
By:	/s/ Erin Morrissey
	Name:	Erin Morrissey
	Title:	Director

[SIGNATURE PAGE TO GRIFOLS ASSUMPTION AGREEMENT]

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated using financial information prepared in accordance with IFRS.

	Six months		Year Ended December 31,
	ended June 30, 2011		2010		2009		2008		2007		2006
	(in thousands of Euros)
Computation of Fixed charges
Interest expense (1)		55,546		49,660		27,087		29,305		23,523		20,263
Add: Interest capitalized		260		2,399		1,278		0		0		0
Add: Estimated rental expenses (2)		1,454		1,927		1,736		1,658		1,114		1,124
Add: Preference security dividend requirement		0		0		0		0		0		21,877
Total Fixed Charges		57,260		53,986		30,101		30,963		24,637		43,264
Computation of Earnings
Profit/(loss) before tax from continuing operations before share of profit or loss of associates		89,580		158,663		203,943		172,245		123,568		63,433
Add: Fixed charges		57,260		53,986		30,101		30,963		24,637		43,264
Add: Distributed earnings of associates		0		0		0		0		0		0
Less: Preference security dividend requirement		0		0		0		0		0		0
Total earnings		146,840		212,649		234,044		203,208		148,205		106,697
Ratio of earnings to fixed charges		2.5645		3.9390		7.7752		6.5629		6.0155		2.4662

Notes:
(1)	Includes amortized premiums, discounts and capitalized expenses related to indebtedness.
(2)	Imputed interest on operating leases is estimated to be 10% of rental expense.

EX-21.1

Exhibit 21.1

Subsidiaries of Grifols, S.A.⁽¹⁾

	Jurisdiction of
Name	Incorporation
Grifols Inc.	Virginia
Biomat USA, Inc.	Delaware
PlasmaCare Inc.	Delaware
Grifols Biologicals Inc.	Delaware
Grifols USA LLC	Delaware
Grifols Therapeutics Inc.	Delaware
Talecris Plasma Resources, Inc.	Delaware
Talecris Biotherapeutics Ltd. Canada	Canada
Talecris Biotherapeutics Overseas Services Corp.	Delaware
Diagnostic Grifols, S.A.	Spain
Laboratorios Grifols, S.A.	Spain
Biomat, S.A.	Spain
Grifols Engineering, S.A.	Spain
Instituto Grifols, S.A.	Spain
GRI-CEL, S.A.	Spain
Nanotherapix, S.L. (51% owned subsidiary)	Spain
Grifols International, S.A.	Spain
Movaco, S.A.	Spain
Grifols Portugal Ltda.	Portugal
Logister, S.A.	Spain
Grifols Chile, S.A. (99% owned subsidiary)	Chile
Grifols Argentina, S.A.	Argentina
Grifols s.r.o.	Czech Republic
Logistica Grifols, S.A. de C.V.	Mexico
Grifols Mexico, S.A. de C.V.	Mexico
Grifols Deutschland GmbH	Germany
Grifols Italia S.p.A.	Italy
Grifols UK Ltd.	United Kingdom
Grifols Brasil Ltd.	Brazil
Grifols France S.A.R.L.	France
Alpha Therapeutic Italia, S.p.A.	Italy
Grifols Asia Pacific PTE	Singapore
Grifols (Thailand) Ltda. (48% owned subsidiary)(2)	Thailand
Grifols Malaysia Sdn Bhd (30% owned subsidiary)(3)	Malaysia
Grifols Polska S.p.zo.o	Poland
Woolloomooloo Holdings Pty Ltd.	Australia
Grifols Australia Pty Ltd.	Australia
Australian corporate Pty Ltd.	Australia
Saturn Australia Pty Ltd.	Australia
Saturn Investments AG	Switzerland

	Jurisdiction of
Name	Incorporation
Medion Grifols Diagnostic AG (80% owned subsidiary)	Switzerland
Medion Diagnostic GmbH	Germany
Grifols Colombia Ltda.	Colombia
Grifols Nordic AB (Sweden)	Sweden
Grifols Viajes, S.A.	Spain
Squadron Reinsurance Ltd.	Ireland
Arrahona Optima, S.L.	Spain

(1)	In accordance with Regulation S-K, Item 601(b)(ii), the names of certain subsidiaries have been omitted from the foregoing list. The unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary, as defined in Regulation S-X, Rule 1-02(w).
(2)	Grifols (Thailand) Ltd. has three classes of shares and it grants the majority of voting rights to the class of shares held by Grifols.
(3)	Although Grifols holds 30% of the shares with voting rights of Grifols Malaysia Sdn Bhd, it controls the majority of the profit-sharing and voting rights of Grifols Malaysia Sdn Bhd through a contract with the other shareholder and a pledge on its shares.

EX-23.6

Exhibit 23.6

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Grifols, S.A.

We consent to the use of our report dated October 5, 2011, with respect to the consolidated balance sheets of Grifols, S.A. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated income statements, consolidated statements of comprehensive income, statements of changes in consolidated equity and consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG Auditores S.L.  

KPMG Auditores S.L. 

Barcelona, Spain
October 22, 2011

EX-23.7

Exhibit 23.7

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the use in this Registration Statement on Form F-4 of Grifols, S.A. of our report dated February 23, 2011, relating to the financial statements and financial statement schedule of Talecris Biotherapeutics Holding Corp., which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina
October 24, 2011

EX-25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)          o

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

Grifols Inc.
(Exact name of obligor as specified in its charter)

Virginia	20-2533768
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2410 Lillyvale Avenue
Los Angeles, California	90032
(Address of principal executive offices)	(Zip code)

GRIFOLS, S.A.
(Exact name of obligor as specified in its charter)

Spain	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Vallès 08174
Barcleona, Spain
(Address of principal executive offices)	(Zip code)

Grifols Biologicals Inc.
(Exact name of obligor as specified in its charter)

Delaware	13-4253630
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
5555 Valley Boulevard
Los Angeles, California	90032
(Address of principal executive offices)	(Zip code)

Biomat USA, Inc.
(Exact name of obligor as specified in its charter)

Delaware	95-4343492
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2410 Lillyvale Avenue
Los Angeles, California	90032
(Address of principal executive offices)	(Zip code)

-2-

Grifols Therapeutics Inc.
(Exact name of obligor as specified in its charter)

Delaware	34-2032472
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
4101 Research Commons
79 T.W. Alexander Drive,
Research Triangle Park, North Carolina	27709
(Address of principal executive offices)	(Zip code)

Talecris Plasma Resources, Inc.
(Exact name of obligor as specified in its charter)

Delaware	20-5444433
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
4101 Research Commons
79 T.W. Alexander Drive,
Research Triangle Park, North Carolina	27709
(Address of principal executive offices)	(Zip code)

Instituto Grifols, S.A.
(Exact name of obligor as specified in its charter)

Spain	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Polígono Levante,
Calle Can Guasch s/n, 08150
Parets del Vallés
Barcelona, Spain
(Address of principal executive offices)	(Zip code)

-3-

Diagnostic Grifols, S.A.
(Exact name of obligor as specified in its charter)

Spain	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Polígono Levante,
calle Can Guasch s/n, 08150
Parets del Vallés
Barcelona, Spain
(Address of principal executive offices)	(Zip code)

Movaco, S.A.
(Exact name of obligor as specified in its charter)

Spain	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Polígono Levante,
calle Can Guasch s/n, 08150
Parets del Vallés
Barcelona, Spain
(Address of principal executive offices)	(Zip code)

Laboratorios Grifols, S.A.
(Exact name of obligor as specified in its charter)

Spain	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Polígono Levante,
calle Can Guasch s/n, 08150
Parets del Vallés
Barcelona, Spain
(Address of principal executive offices)	(Zip code)

-4-

Grifols Italia, S.p.A.
(Exact name of obligor as specified in its charter)

Italy	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Via Carducci 62D — Loc. La Fontina
56010 — San Guiliano Terme
(PI), Frazione Ghezzano,
Italy
(Address of principal executive offices)	(Zip code)

Grifols Deutschland GmbH
(Exact name of obligor as specified in its charter)

Germany	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Lyoner Strasse 15
60528 Frankfurt am Main
Germany
(Address of principal executive offices)	(Zip code)

8.25% Senior Notes due 2018 and
Guarantees of 8.25% Senior Notes due 2018
(Title of the indenture securities)

-5-

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency	Washington, DC 20219
United States Department of the Treasury
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

-6-

4.	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-7-

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 11th day of October, 2011.

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:	/S/ Geraldine Creswell
Name:	Geraldine Creswell
Title:	Vice President

-8-

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2011, published in accordance with Federal regulatory authority instructions.

		Dollar Amounts
		in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			1,624
Interest-bearing balances			186
Securities:
Held-to-maturity securities			0
Available-for-sale securities			828,663
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			60,500
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			8,561
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			856,313
Other intangible assets			201,961
Other assets			146,990
Total assets		$	2,104,798

1

		Dollar Amounts
		in Thousands
LIABILITIES
Deposits:
In domestic offices			506
Noninterest-bearing	506
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			268,691
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			227,247
Total liabilities			496,444
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,121,520
Not available
Retained earnings			482,674
Accumulated other comprehensive income			3,160
Other equity capital components			0
Not available
Total bank equity capital			1,608,354
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,608,354
Total liabilities and equity capital			2,104,798

     I, Karen Bayz, CFO and Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     Karen Bayz          )          CFO and Managing Director

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Timothy Vara, President	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, MD	)

2

EX-99.1

Exhibit 99.1

Letter of Transmittal

To Tender for Exchange

8.25% Senior Notes due 2018

of

Grifols Inc.

With an unconditional, full and irrevocable guarantee as to payment of principal and interest from

Grifols, S.A.

and various Subsidiary Guarantors

Pursuant to the Prospectus dated          , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON           , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

The Exchange Agent is:

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

By Certified or Registered Mail, Overnight Courier or Regular Mail or by Hand:

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

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations-Reorganization Unit

101 Barclay St., Floor 7 East

New York, NY 10286

Attention: Mr. William Buckley

By Facsimile (eligible institutions only):

(212) 298-1915

Telephone Inquiries:

(212) 815-5788

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges receipt of the prospectus dated          , 2011 (the “Prospectus”) of Grifols Inc. (the “Company”) and the various guarantors listed on Annex A hereto (the “Guarantors”) and this Letter of Transmittal (the “Letter of Transmittal”), which together with the Prospectus constitutes the Company’s offer (the “Exchange Offer”) to exchange up to $1,100,000,000 in aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”), which are unconditionally, fully and irrevocably guaranteed by the Guarantors, and which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $1,100,000,000 in aggregate principal amount of the Company’s issued and outstanding 8.25% Senior Notes due 2018 (CUSIP Nos. 374500 AA4 and U3748T AA2) (the “Existing Notes”), which are unconditionally, fully and irrevocably guaranteed by the Guarantors. Recipients of the Prospectus should read the requirements described in such Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

The undersigned hereby tenders the Existing Notes described in the box entitled “Description of Existing Notes” below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered holder of all the Existing Notes (the “Holder”) and the undersigned represents that it has received from each beneficial owner of Existing Notes (the “Beneficial Owners”) a duly completed and executed form of “Instruction to Registered Holder from Beneficial Owner” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

PLEASE READ CAREFULLY THIS ENTIRE LETTER OF TRANSMITTAL AND COMPLETE ALL BOXES BELOW.

This Letter of Transmittal is to be used by a Holder (i) if certificates representing Existing Notes are to be forwarded herewith and (ii) if a tender is made pursuant to the guaranteed delivery procedures described in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

Holders that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through ATOP, for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an agent’s message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of the Letter of Transmittal (an “Agent’s Message”) to the Exchange Agent for its acceptance. Transmission of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message.

Any Beneficial Owner whose Existing Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such Holder promptly and instruct such Holder to tender on behalf of the Beneficial Owner. If such Beneficial Owner wishes to tender on its own behalf, such Beneficial Owner must, prior to completing and executing this Letter of Transmittal and delivering its Existing Notes, either make appropriate arrangements to register ownership of the Existing Notes in such Beneficial Owner’s name or obtain a properly completed bond power from the Holder. The transfer of record ownership may take considerable time.

In order to properly complete this Letter of Transmittal, a Holder must (i) complete the box entitled “Description of Existing Notes,” (ii) if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions, (iii) sign the Letter of Transmittal by completing the box entitled “Sign Here To Tender Your Existing Notes” and (iv) complete the Substitute Form W-9. Each Holder should carefully read the detailed instructions below prior to completing this Letter of Transmittal.

Holders of Existing Notes who desire to tender their Existing Notes for exchange and (i) whose Existing Notes are not immediately available or (ii) who cannot deliver their Existing Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, must tender the Existing Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2.

Holders of Existing Notes who wish to tender their Existing Notes for exchange must complete columns (1) through (3) in the box below entitled “Description of Existing Notes,” and sign the box below entitled “Sign Here to Tender Your Existing Notes.” If only those columns are completed, such Holder will have tendered for exchange all Existing Notes listed in column (3) below. If the Holder wishes to tender for exchange less than all of such Existing Notes, column (4) must be completed in full. In such case, such Holder should refer to Instruction 5.

The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Existing Notes previously tendered and not withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer.

The undersigned hereby tenders for exchange the Existing Notes described in the box entitled “Description of Existing Notes” below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.

2

DESCRIPTION OF EXISTING NOTES

­ ­

(1)	(2)	(3)	(4)
Name(s) and Address(es)		Aggregate Principal	Principal Amount
of Registered Holder(s)	Certificate	Amount Represented by	Tendered For
(Please Fill in, if Blank)	Number(s)	Certificate(s)(A)	Exchange(B)
	Total Principal Amount Tendered

­ ­     

(A)  Unless indicated in this column, any tendering Holder will be deemed to have tendered the entire aggregate principal amount represented by the Existing Notes indicated in the column labeled “Aggregate Principal Amount Represented by Certificate(s).” See Instruction 5.

(B)  The minimum permitted tender is $2,000 in principal amount of Existing Notes. All other tenders must be in integral multiples of $1,000 in excess of $2,000.

o   CHECK HERE IF TENDERED EXISTING NOTES ARE ENCLOSED HEREWITH.

o   CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered Holder(s):  ­ ­     

Date of Execution of Notice of Guaranteed Delivery:  ­ ­     

Window Ticket Number (if any):  ­ ­     

Name of Institution that Guaranteed Delivery:  ­ ­     

Only Holders are entitled to tender their Existing Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC’s system and whose name appears on a security position listing as the record owner of the Existing Notes and who wishes to make book-entry delivery of Existing Notes as described above must complete and execute a participant’s letter (which will be distributed to participants by DTC) instructing DTC’s nominee to tender such Existing Notes for exchange. Persons who are Beneficial Owners of Existing Notes but are not Holders and who seek to tender Existing Notes should (i) contact the Holder and instruct such Holder to tender on its behalf, (ii) obtain and include with this Letter of Transmittal, Existing Notes properly endorsed for transfer by the Holder or accompanied by a properly completed bond power from the Holder, with signatures on the endorsement or bond power guaranteed by a firm that is an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act of 1934, as amended (the “Exchange Act”), including a firm that is a member of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., a commercial bank or trading company having an office in the United States or certain other eligible guarantors (each, an “Eligible Institution”), or (iii) effect a record transfer of such Existing Notes from the Holder to such Beneficial Owner and comply with the requirements applicable to Holders for tendering Existing Notes prior to the Expiration Date. See the section of the Prospectus entitled “The Exchange Offer — Procedures for Tendering.”

SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

3

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7, 8 and 9)

To be completed ONLY (i) if the Exchange Notes issued in exchange for the Existing Notes, certificates for Existing Notes in a principal amount not exchanged for Exchange Notes or Existing Notes (if any) not tendered for exchange are to be issued in the name of someone other than the undersigned or (ii) if Existing Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC.

Issue to:

Name:

(Please Type or Print)

Address:

(Include Zip Code)

(Taxpayer Identification or

Social Security No.)

Credit Existing Notes not exchanged and delivered by book-entry transfer to DTC account set forth below:

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7, 8 and 9)

To be completed ONLY (i) if the Exchange Notes issued in exchange for Existing Notes, certificates for Existing Notes in a principal amount not exchanged for Exchange Notes or Existing Notes (if any) not tendered for exchange are to be mailed or delivered (i) to someone other than the undersigned or (ii) to the undersigned at an address other than the address shown below the undersigned’s signature.

Mail or deliver to:

Name:

(Please Type or Print)

Address:

(Include Zip Code)

(Taxpayer Identification or

Social Security No.)

4

SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the Existing Notes indicated above. Subject to, and effective upon, acceptance for exchange of the Existing Notes tendered for exchange herewith, the undersigned will have irrevocably sold, assigned, transferred and exchanged, to the Company, all right, title and interest in, to and under all of the Existing Notes tendered for exchange hereby, and hereby will have appointed the Exchange Agent as the true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent of the Company) of such Holder with respect to such Existing Notes, with full power of substitution (i) to deliver certificates representing such Existing Notes, or transfer ownership of such Existing Notes on the account books maintained by DTC (together, in any such case, with all accompanying evidences of transfer and authenticity), to the Company, (ii) to present and deliver such Existing Notes for transfer on the books of the Company and (iii) to receive all benefits and otherwise exercise all rights and incidents of beneficial ownership with respect to such Existing Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Existing Notes; and that when such Existing Notes are accepted for exchange by the Company, the Company will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned further warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Existing Notes tendered for exchange hereby. The undersigned further agrees that acceptance of any and all validly tendered Existing Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement.

By tendering, the undersigned hereby further represents to the Company that:

(i) the Exchange Notes to be acquired by the undersigned in exchange for the Existing Notes tendered hereby and any Beneficial Owner(s) of such Existing Notes in connection with the Exchange Offer will be acquired by the undersigned and such Beneficial Owner(s) in the ordinary course of their respective businesses,

(ii) the undersigned is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes,

(iii) the undersigned does not have an arrangement or understanding with any person to engage in the distribution of the Exchange Notes in violation of the provisions of the Securities Act,

(iv) the undersigned and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Exchange Act or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of Section 10 of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the staff of the Commission set forth in certain no-action letters,

(v) the undersigned and each Beneficial Owner understand that a secondary resale transaction described in clause (iv) above and any resales of Exchange Notes obtained by the undersigned in exchange for the Existing Notes acquired by the undersigned directly from the Company should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Commission, and

(vi) neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined under Rule 405 under the Securities Act, of the Company.

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of Section 10 of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to

5

admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to the Existing Notes acquired other than as a result of market-making activities or other trading activities.

For purposes of the Exchange Offer, the Company will be deemed to have accepted for exchange, and to have exchanged, validly tendered Existing Notes, if, as and when the Company gives oral or written notice thereof to the Exchange Agent. Tenders of Existing Notes for exchange may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. See “The Exchange Offer — Withdrawal of Tenders” in the Prospectus. Any Existing Notes tendered by the undersigned and not accepted for exchange will be returned to the undersigned at the address set forth above unless otherwise indicated in the box above entitled “Special Delivery Instructions” promptly after the Expiration Date.

The undersigned acknowledges that the Company’s acceptance of Existing Notes validly tendered for exchange pursuant to any one of the procedures described in the section of the Prospectus entitled “The Exchange Offer” and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated in the box entitled “Special Issuance Instructions,” please return any Existing Notes not tendered for exchange in the name(s) of the undersigned. Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions,” please mail any certificates for Existing Notes not tendered or exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Existing Notes accepted for exchange in the name(s) of, and return any Existing Notes not tendered for exchange or not exchanged to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Existing Notes from the name of the Holder(s) thereof if the Company does not accept for exchange any of the Existing Notes so tendered for exchange or if such transfer would not be in compliance with any transfer restrictions applicable to such Exchange Note(s).

In order to validly tender Existing Notes for exchange, Holders must complete, execute and deliver this Letter of Transmittal.

Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the Prospectus, this tender for exchange of Existing Notes is irrevocable.

6

SIGN HERE TO TENDER YOUR EXISTING NOTES

Signature(s) of Owner(s)

Dated: ­ ­ , 20 ­ ­

Must be signed by the Holder(s) exactly as name(s) appear(s) on certificate(s) representing the Existing Notes or on a security position listing or by person(s) authorized to become registered Exchange Note holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information. (See Instruction 6.)

Name(s):  

(Please Type or Print)

Capacity (full title): 

Address: 

(Include Zip Code)

Principal place of business (if different from address listed above): 

Area Code and Telephone No.: 

Tax Identification or Social Security Nos.: 

GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)

Authorized Signature: 

Name and Title: 

(Please Type or Print)

Name of Firm:

Address:

Area Code and Telephone No.:

Dated:

IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF TRANSMITTAL.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1. Guarantee of Signatures.  Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by an institution that is (1) a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., (2) a commercial bank or trust company having an office or correspondent in the United States, or (3) an Eligible Institution that is a member of one of the following recognized Signature Guarantee Programs:

(a) The Securities Transfer Agents Medallion Program (STAMP);

(b) The New York Stock Exchange Medallion Signature Program (MSP); or

(c) The Stock Exchange Medallion Program (SEMP).

Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the Holder(s) of the Existing Notes tendered herewith and such Holder(s) have not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (ii) if such Existing Notes are tendered for the account of an Eligible Institution. In all other cases, all signatures must be guaranteed by an Eligible Institution.

2. Delivery of this Letter of Transmittal and Existing Notes; Guaranteed Delivery Procedures.  This Letter of Transmittal is to be completed by Holders if certificates representing Existing Notes are to be forwarded herewith. All physically delivered Existing Notes, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other required documents, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC does not constitute delivery to the Exchange Agent.

The method of delivery of Existing Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder. Except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. Neither this Letter of Transmittal nor any Existing Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for such Holders.

Holders of Existing Notes who elect to tender Existing Notes and (i) whose Existing Notes are not immediately available or (ii) who cannot deliver the Existing Notes, this Letter of Transmittal or other required documents to the Exchange Agent prior the Expiration Date must tender their Existing Notes according to the guaranteed delivery procedures set forth in the Prospectus. Holders may have such tender effected if:

(a) such tender is made through an Eligible Institution;

(b) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent has received from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, setting forth the name and address of the Holder, the certificate number(s) of such Existing Notes and the principal amount of Existing Notes tendered for exchange, stating that tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing such Existing Notes (or a Book-Entry Confirmation), in proper form for transfer, and any other documents required by this Letter of Transmittal, will be deposited by such Eligible Institution with the Exchange Agent; and

(c) a properly executed Letter of Transmittal (or facsimile thereof), as well as the certificate(s) for all tendered Existing Notes in proper form for transfer or a Book-Entry Confirmation, together with any other documents required by this Letter of Transmittal, are received by the Exchange Agent within three NASDAQ trading days after the Expiration Date.

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No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive notice of the acceptance of their Existing Notes for exchange.

3. Inadequate Space.  If the space provided in the box entitled “Description of Existing Notes” above is inadequate, the certificate numbers and principal amounts of the Existing Notes being tendered should be listed on a separate signed schedule affixed hereto.

4. Withdrawals.  A tender of Existing Notes may be withdrawn at any time prior to the Expiration Date by delivery of written notice of withdrawal (or facsimile thereof) to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal of Existing Notes must (i) specify the name of the person who tendered the Existing Notes to be withdrawn (the “Depositor”), (ii) identify the Existing Notes to be withdrawn (including the certificate number(s) and aggregate principal amount of such Existing Notes) and (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Existing Notes were tendered (including any required signature guarantees). All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company in its sole discretion, whose determination shall be final and binding on all parties. Any Existing Notes so withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Existing Notes so withdrawn are validly retendered. Properly withdrawn Existing Notes may be retendered by following one of the procedures described in the section of the Prospectus entitled “The Exchange Offer — Procedures for Tendering” at any time prior to the Expiration Date.

5. Partial Tenders.  Tenders of Existing Notes will be accepted only in multiples of $2,000 principal amount and integral multiples of $1,000 in excess of $2,000. If a tender for exchange is to be made with respect to less than the entire principal amount of any Existing Notes, fill in the principal amount of Existing Notes that are tendered for exchange in column (5) of the box entitled “Description of Existing Notes,” as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Existing Notes, will be sent to the Holders unless otherwise indicated in the appropriate box on this Letter of Transmittal promptly after the expiration or termination of the Exchange Offer.

6. Signatures on this Letter of Transmittal, Powers of Attorney and Endorsements.

(a) The signature(s) of the Holder on this Letter of Transmittal must correspond with the name(s) as written on the face of the Existing Notes without alteration, enlargement or any change whatsoever.

(b) If tendered Existing Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

(c) If any tendered Existing Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are different registrations or certificates.

(d) When this Letter of Transmittal is signed by the Holder listed and transmitted hereby, no endorsements of Existing Notes or bond powers are required. If, however, Existing Notes not tendered or not accepted are to be issued or returned in the name of a person other than the Holder, then the Existing Notes transmitted hereby must be endorsed or accompanied by a properly completed bond power, in a form satisfactory to the Company, in either case signed exactly as the name(s) of the Holder(s) appear(s) on the Existing Notes. Signatures on such Existing Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

(e) If this Letter of Transmittal or Existing Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

(f) If this Letter of Transmittal is signed by a person other than the Holder listed, the Existing Notes must be endorsed or accompanied by a properly completed bond power, in either case signed by such Holder exactly as the name(s) of the Holder appear(s) on the certificates. Signatures on such Existing Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

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7. Backup Withholding; Substitute Form W-9.  Under U.S. federal income tax law, a Holder whose tendered Existing Notes are accepted for exchange may be subject to backup withholding (currently at a 28% rate) on payments that may be made by the Company on account of Exchange Notes issued pursuant to the Exchange Offer. To prevent backup withholding, each Holder of tendered Existing Notes must provide to the Exchange Agent such Holder’s correct taxpayer identification number (“TIN”) by completing the Substitute Form W-9 below, certifying that the Holder is a U.S. person, that the TIN provided is correct (or that the Holder is awaiting a TIN), and that (i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the Internal Revenue Service (the “IRS”) that the Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified the Holder that the Holder is no longer subject to backup withholding. A U.S. person is (i) an individual who is a U.S. citizen or U.S. resident alien, (ii) a partnership, corporation, company or association created or organized in the United States or under the laws of the United States, (iii) an estate (other than a foreign estate) or (iv) a domestic trust (as defined in U.S. Treasury Regulations Section 301.7701-7). If the Exchange Agent is not provided with the correct TIN, the tendering Holder may be subject to penalties imposed by the IRS. In addition, the Holder may be subject to backup withholding on all reportable payments made on account of the Exchange Notes after the exchange.

If the Holder is an individual, the TIN is generally his or her social security number. If the Holder is a nonresident alien or a foreign entity not subject to backup withholding, the Holder must provide to the Exchange Agent the appropriate completed Form W-8 rather than a Substitute Form W-9. These forms may be obtained from the Exchange Agent. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions. If the Existing Notes are in more than one name or are not in the name of the actual owner, the tendering holder should consult the W-9 Guidelines for information regarding which TIN to report. Certain Holders (including, among others, corporations) may not be subject to these backup withholding requirements. Please consult the W-9 Guidelines for more information. Such exempt Holders must nevertheless enter their name, address, status and TIN, check the “Exempt Payee” box in Part 3 of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Exchange Agent.

If the Holder whose Existing Notes are tendered does not have a TIN or does not know its TIN, the Holder should check the box in Part 2 of the Substitute Form W-9, write “Applied For” in lieu of its TIN in Part 1, sign and date the form and provide it to the Exchange Agent. In addition, such Holder also must sign and date the Certificate of Awaiting Taxpayer Identification Number. A Holder that does not have a TIN should consult the W-9 Guidelines for instructions on applying for a TIN. Note: Checking the box in Part 2 of the Substitute Form W-9 and writing “Applied For” in Part 1 means that the Holder has already applied for a TIN or that the Holder intends to apply for one in the near future. If a Holder checks the box in Part 2 and writes “Applied For” in Part 1, backup withholding at the applicable rate will nevertheless apply to all reportable payments made to such Holder. If such a Holder furnishes its properly certified TIN to the Exchange Agent within 60 days of the Exchange Agent’s receipt of the Substitute Form W-9, however, any amounts so withheld shall be refunded to such Holder. If, however, the Holder has not provided the Exchange Agent with its TIN within such 60-day period, such previously retained amounts will be remitted to the IRS as backup withholding.

Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the IRS, provided the required information is timely furnished to the IRS.

8. Transfer Taxes.  Holders whose Existing Notes are tendered for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, the Exchange Notes are delivered to, or are to be issued in the name of, any person other than the Holder of the Existing Notes tendered hereby, or if tendered Existing Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Existing Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such Holder.

9. Special Issuance and Delivery Instructions.  If the Exchange Notes are to be issued, or if any Existing Notes not tendered for exchange are to be issued or sent to someone other than the Holder or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Existing Notes tendering

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Existing Notes by book-entry transfer may request that Existing Notes not exchanged be credited to such account maintained at DTC as such Holder may designate.

10. Irregularities.  All questions as to the validity, form, eligibility (including time of receipt), compliance with conditions, acceptance and withdrawal of tendered Existing Notes will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Existing Notes not properly tendered or any Existing Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Existing Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Existing Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Existing Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Existing Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, promptly following the Expiration Date.

11. Waiver of Conditions.  The Company reserves the absolute right to waive, amend or modify certain of the specified conditions as described under “The Exchange Offer — Conditions” in the Prospectus in the case of any Existing Notes tendered (except as otherwise provided in the Prospectus).

12. Mutilated, Lost, Stolen or Destroyed Existing Notes.  Any tendering Holder whose Existing Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated herein for further instructions.

13. Requests for Information or Additional Copies.  Requests for information or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal.

IMPORTANT:  This Letter of Transmittal (or a facsimile thereof) together with certificates, or confirmation of book-entry or the Notice of Guaranteed Delivery, and all other required documents must be received by the Exchange Agent prior the Expiration Date.

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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 7)

PAYOR’S NAME:
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. For individuals this is your Social Security Number (“SSN”). For a sole proprietor, a resident alien, a disregarded entity, or if your account is in more than one name, see enclosed W-9 Guidelines. For other entities, it is your Employer Identification Number (“EIN”). If you do not have a number, see “Obtaining a Number” by consulting the enclosed W-9 Guidelines.	TIN:                             Social Security Number OREmployer Identification Number
	Part 2 — Awaiting TIN.  o (If you check the box in Part 2, also complete the “Certificate of Awaiting Taxpayer Identification Number” below.) Part 3 — Exempt Payee.  o (Check the box in Part 3 if you are an exempt payee.)
CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. citizen or other U.S. person.
Certification Instructions — You must cross out item (2) of the above certification if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not received another notification from the IRS that you are no longer subject to backup withholding.
	Signature of U.S. Person ­ ­  Date ­ ­
	Name (as shown on your tax return)
PLEASE SIGN HERE	Business name (if different from above)
	Address ­ ­
	City ­ ­  State ­ ­  Zip ­ ­
	Check the appropriate box to indicate your status:
	o  Individual/Sole Proprietor                    o  C Corporation
	o  LLC (Enter the tax classification (C = C Corporation, S = S Corporation P = partnership      ))                        o  S Corporation
	o  Partnership       o  Trust/Estate      o  Other ­ ­

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. IN

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ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY THE IRS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, the payor may withhold a percentage (currently 28%) of all reportable payments paid to my account until I provide a number. I understand that if I do not provide a taxpayer identification number to the payor within 60 days of the payor’s receipt of this form, such retained amounts will be remitted to the Internal Revenue Service as backup withholding and the specified rate of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.

Signature: ­ ­ Date: ­ ­

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

General Instructions.  All section references are to the Internal Revenue Code unless otherwise stated.

U.S. person.  Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee.

For federal tax purposes you are considered a U.S. person if you are:

1. An individual who is a citizen or resident of the United States,

2. A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

3. Any estate (other than a foreign estate) or domestic trust. See Treasury regulations section 301.7701-7 for additional information.

Partners and partnerships must consult their own tax advisors regarding the application of these rules to them.

Foreign person.  If you are a foreign person, do not use Substitute Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.  Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Substitute Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example.  Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Substitute Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding?  Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to

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backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester, or

2. You do not certify your TIN when required (see the Part II instructions below for details), or

3. The IRS tells the requester that you furnished an incorrect TIN, or

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Penalties

Failure to furnish TIN.  If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding.  If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs.  If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered on the form.

Sole proprietor.  Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation.  Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity.  Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

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Note.  Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC).  If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities.  Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exempt From Backup Withholding

If you are exempt, enter your name as described above and check the appropriate box for your status, then check the “Exempt” box under the taxpayer identification number and sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note:  If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees.  Backup withholding is not required on any payments made to the following payees:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5.  An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

 9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

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The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

	THEN the payment is exempt
IF the payment is for . . .	for . . .
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 5 and 7 through 13. Also C Corporations.
Barter exchange transactions and patronage dividends	Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,000(1)	Generally, exempt recipients 1 through 7 (2)

(1)	See Form 1099-MISC, Miscellaneous Income, and its instructions.
(2)	However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees; and payments for services paid by a Federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box.  If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is a corporation or partnership, enter the entity’s EIN.

Note.  See the chart below for further clarification of name and TIN combinations.

How to get a TIN.  If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer Identification Numbers (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Substitute Form W-9 but do not have a TIN, fill out the box entitled “CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER.”

Caution:  A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Substitute Form W-9.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding above.

Signature requirements.  Complete the certification as indicated in 1 through 4 below.

1. Interest, dividend, broker, and barter exchange accounts opened after 1984 and broker accounts considered inactive during 1983.  You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

17

2. Real estate transactions.  You must sign the certification. You may cross out item 2 of the certification.

3. Other payments.  You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

4. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions.  You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor(*)

For this type of account:		Give name and EIN of:
7.	Disregarded entity not owned by an individual	The owner(3)
8.	A valid trust, estate, or pension trust	Legal entity(4)
9.	Corporate or LLC electing corporate status on Form 8832	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the IRS encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)
(*)	Note. Grantor also must provide a Form W-9 to trustee of trust.

Note.  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

18

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct IN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

19

ANNEX A

Guarantors

	Jurisdiction of Incorporation or
Guarantor	Organization
Grifols, S.A.	Spain
Grifols Biologicals Inc.	Delaware, United States
Biomat USA, Inc.	Delaware, United States
Grifols Therapeutics Inc.	Delaware, United States
Talecris Plasma Resources, Inc.	Delaware, United States
Instituto Grifols, S.A.	Spain
Diagnostic Grifols, S.A.	Spain
Movaco, S.A.	Spain
Laboratorios Grifols, S.A.	Spain
Grifols Italia, S.p.A.	Italy
Grifols Deutschland GmbH	Germany

20

EX-99.2

Exhibit 99.2

Notice of Guaranteed Delivery

Offer to Exchange 8.25% Senior Notes due 2018, Which Have Been
Registered Under the Securities Act of 1933, as Amended, for Any
and All Outstanding 8.25% Senior Notes due 2018

of

Grifols Inc.

With an unconditional, full and irrevocable guarantee as to payment of principal and interest from

Grifols, S.A.

and various Subsidiary Guarantors

Pursuant to the Prospectus dated          , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON          , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

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

By Certified or Registered Mail, Overnight Courier or Regular Mail or by Hand:

c/o The Bank of New York Mellon Corporation
Corporate Trust Operations-Reorganization Unit
101 Barclay St., Floor 7 East
New York, NY 10286
Attention: Mr. William Buckley

By Facsimile (eligible institutions only):

(212) 298-1915

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

As set forth in the prospectus dated          , 2011 (the “Prospectus”), of Grifols Inc. (the “Company”) and the various guarantors listed on Annex A hereto (the “Guarantors”), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), this form or one substantially equivalent hereto must be used to accept the Company’s offer (the “Exchange Offer”) to exchange up to $1,100,000,000 in aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”), which are unconditionally, fully and irrevocably guaranteed by the Guarantors, and which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $1,100,000,000 in aggregate principal amount of the Company’s issued and outstanding 78.25% Senior Notes due 2018 (CUSIP Nos. 374500 AA4 and U3748T AA2) (the “Existing Notes”), which are unconditionally, fully and irrevocably guaranteed by the Guarantors, if the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, or Existing Notes cannot be delivered or if the procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an Eligible Institution (as defined in the Prospectus) by mail or hand delivery or transmitted via facsimile to the Exchange Agent as set forth above. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus.

This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to the Company upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Existing Notes specified below pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.” By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering Holder of Existing Notes set forth in the Letter of Transmittal.

The undersigned understands that tenders of Existing Notes may be withdrawn if the Exchange Agent receives at one of its addresses specified on the cover of this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile transmission or letter which specifies the name of the person who deposited the Existing Notes to be withdrawn and the aggregate principal amount of Existing Notes delivered for exchange, including the certificate number(s) (if any) of the Existing Notes, and which is signed in the same manner as the original signature on the Letter of Transmittal by which the Existing Notes were tendered, including any signature guarantees, all in accordance with the procedures set forth in the Prospectus.

All authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

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The undersigned hereby tenders the Existing Notes listed below:

PLEASE SIGN AND COMPLETE

Certificate Numbers of Existing Notes	Principal Amount of Existing Notes
(if available)	Tendered

Signature(s) of registered holder(s) or Authorized Signatory

Name(s) 

(please Type or Print)

Title 

Address 

Area Code and
Telephone No.: 

Date 

If Existing Notes will be tendered by book-entry transfer, check the trust company below:

o  The Depository Trust Company 

Depository Account No.: 

4

GUARANTEE

(Not To Be Used For Signature Guarantee)

The undersigned, a participant in a recognized Signature Guarantee Medallion Program, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Existing Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Existing Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus, and any other required documents, all by 5:00 p.m., Eastern Standard Time, on the third NASDAQ trading day following the Expiration Date (as defined in the Prospectus).

SIGN HERE

Name of Firm:

Authorized Signature:

Name (please type or print):

Address:

Area Code and Telephone No.:

Date:

DO NOT SEND CERTIFICATES FOR EXISTING NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR EXISTING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

5

INSTRUCTIONS

1. Delivery of this Notice of Guaranteed Delivery.  A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at one of its addresses set forth on the cover hereof prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents to the Exchange Agent is at the election and risk of the Holder but, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the Holder use properly insured, registered mail with return receipt requested. For a full description of the guaranteed delivery procedures, see the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” In all cases, sufficient time should be allowed to assure timely delivery. No Notice of Guaranteed Delivery should be sent to the Company.

2. Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures.  If this Notice of Guaranteed Delivery is signed by the Holder(s) referred to herein, then the signature must correspond with the name(s) as written on the face of the Existing Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the Holder(s) listed, this Notice of Guaranteed Delivery must be accompanied by a properly completed bond power signed as the name of the Holder(s) appear(s) on the face of the Existing Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Requests for Assistance or Additional Copies.  Questions relating to the Exchange Offer or the procedure for tendering as well as requests for assistance or for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address set forth on the cover hereof or to your broker, dealer, commercial bank or trust company.

6

ANNEX A

Guarantors

	Jurisdiction of Incorporation or
Guarantor	Organization
Grifols, S.A.	Spain
Grifols Biologicals Inc.	Delaware, United States
Biomat USA, Inc.	Delaware, United States
Grifols Therapeutics Inc.	Delaware, United States
Talecris Plasma Resources, Inc.	Delaware, United States
Instituto Grifols, S.A.	Spain
Diagnostic Grifols, S.A.	Spain
Movaco, S.A.	Spain
Laboratorios Grifols, S.A.	Spain
Grifols Italia, S.p.A.	Italy
Grifols Deutschland GmbH	Germany

7

EX-99.3

Exhibit 99.3

Letter to Beneficial Holders Regarding

Offer to Exchange 8.25% Senior Notes due 2018, Which Have Been

Registered Under the Securities Act of 1933, as Amended, for Any

and All Outstanding 8.25% Senior Notes due 2018

of

Grifols Inc.

With an unconditional, full and irrevocable guarantee as to payment of principal and interest from

Grifols, S.A.

and various Subsidiary Guarantors

Pursuant to the Prospectus dated     , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

          , 2011

To Our Clients:

Enclosed for your consideration is a prospectus dated  , 2011 (the “Prospectus”) and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by Grifols Inc. (the “Company”), to exchange up to $1,100,000,000 in aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”), which are unconditionally, fully and irrevocably guaranteed by the various guarantors listed on Annex A hereto (the “Guarantors”), and which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $1,100,000,000 in aggregate principal amount of the Company’s issued and outstanding 8.25% Senior Notes due 2018 (CUSIP Nos. 374500 AA4 and U3748T AA2) (the “Existing Notes”), which are unconditionally, fully and irrevocably guaranteed by the Guarantors, upon the terms and subject to the conditions set forth in the prospectus dated     , 2011 and the related Letter of Transmittal. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

The Company and the Guarantors have filed a registration statement, which became effective under the Securities Act on     , 2011, to register the Exchange Notes under the Securities Act.

These materials are being forwarded to you as the beneficial owner of Existing Notes carried by us for your account or benefit but not registered in your name. A tender of any Existing Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Existing Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Existing Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish us to tender any or all of your Existing Notes, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Existing Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Existing Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City Time, on          , 2011. Existing Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

If you wish to have us tender any or all of your Existing Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form(s) that appear below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Existing Notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 8.25% SENIOR NOTES DUE 2018 OF GRIFOLS INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer all right, title and interest in the Existing Notes and to acquire the Exchange Notes, issuable upon the exchange of such Existing Notes, and that, when such validly tendered original notes are accepted by the Company for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

This will instruct you to tender the principal amount of Existing Notes indicated below held by you for the account or benefit of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

The aggregate face amount of the Existing Notes held by you for the account of the undersigned is (fill in amount):

$       of the Existing Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o   To TENDER the following Existing Notes held by you for the account of the undersigned (insert principal amount of Existing Notes to be tendered, if any):

$       of the Existing Notes.

o   NOT to TENDER any Existing Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Existing Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Existing Notes, including, but not limited to, the representations that (i) the undersigned’s principal residence is in the state of (fill in state)           , (ii) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (iii) the undersigned is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of Exchange Notes, (iv) the undersigned acknowledges that any person who is a broker-dealer registered under the Exchange Act or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of Section 10 of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no action letters (see the section of the Prospectus entitled “The Exchange Offer — Resale of Exchange Notes”), (v) the undersigned understands that a secondary resale transaction described in clause (iv) above and any resales of the Exchange Notes obtained by the undersigned in exchange for the Existing Notes acquired by the undersigned directly from the Company should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, if applicable, of Regulation S-K of the Commission, (vi) the undersigned is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or any guarantor of the Exchange Notes and (vii) if the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of Section 10 of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as set forth in the

2

Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Existing Notes.

The purchaser status of the undersigned is (check the box that applies):

o   A “qualified institutional buyer” (as defined in Rule 144A under the Securities Act)

o   An institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)

o   A non “U.S. person” (as defined in Regulation S under the Securities Act) that purchased the 2016 Existing Notes outside the United States in accordance with Rule 904 under the Securities Act

o   Other (describe)

3

IMPORTANT
PLEASE SIGN HERE
(to be completed by all tendering holders)

The completion, execution and timely delivery of these instructions will be deemed to constitute an instruction to tender Existing Notes as indicated above.

Name of Beneficial Owner(s): 

Signature(s): 

Name(s) (please print): 

Address: 

Principal place of business (if different from address listed above): 

Telephone Number(s): 

Taxpayer Identification or Social Security Number(s): 

Date: 

4

ANNEX A

Guarantors

	Jurisdiction of Incorporation or
Guarantor	Organization
Grifols, S.A.	Spain
Grifols Biologicals Inc.	Delaware, United States
Biomat USA, Inc.	Delaware, United States
Grifols Therapeutics Inc.	Delaware, United States
Talecris Plasma Resources, Inc.	Delaware, United States
Instituto Grifols, S.A.	Spain
Diagnostic Grifols, S.A.	Spain
Movaco, S.A.	Spain
Laboratorios Grifols, S.A.	Spain
Grifols Italia, S.p.A.	Italy
Grifols Deutschland GmbH	Germany

5

EX-99.4

Exhibit 99.4

Letter to DTC Participants Regarding

Offer to Exchange 8.25% Senior Notes due 2018, Which Have Been

Registered Under the Securities Act of 1933, as Amended, for Any

and All Outstanding 8.25% Senior Notes due 2018

of

Grifols Inc.

With an unconditional, full and irrevocable guarantee as to payment of principal and interest from

Grifols, S.A.

and various Subsidiary Guarantors

Pursuant to the Prospectus dated          , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON           , 2011, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

          , 2011

To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:

Enclosed for your consideration is a prospectus dated          , 2011 (the “Prospectus”) and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by Grifols Inc. (the “Company”), to exchange up to $1,100,000,000 in aggregate principal amount of the Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”), which are unconditionally, fully and irrevocably guaranteed by the various guarantors listed on Annex A hereto (the “Guarantors”), and which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $1,100,000,000 in aggregate principal amount of the Company’s issued and outstanding 8.25% Senior Notes due 2018 (CUSIP Nos. 374500 AA4 and U3748T AA2) (the “Existing Notes”), which are unconditionally, fully and irrevocably guaranteed by the Guarantors, upon the terms and subject to the conditions set forth in the prospectus dated          , 2011 and the related Letter of Transmittal. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

The Company and the Guarantors have filed a registration statement, which became effective under the Securities Act on          , 2011, to register the Exchange Notes under the Securities Act.

We are asking you to contact your clients for whom you hold Existing Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Existing Notes registered in their own name.

Enclosed are copies of the following documents:

1. the Prospectus;

2. the Letter of Transmittal for your use in connection with the tender of Existing Notes and for the information of your clients;

3. the Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Existing Notes and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date;

4. a form of letter that may be sent to your clients for whose accounts you hold Existing Notes registered in your name or the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Exchange Offer; and

5. guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2011, unless extended by the Company. We urge you to contact your clients as promptly as possible.

You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

Additional copies of the enclosed materials may be obtained from the Exchange Agent, at the address and telephone numbers set forth below.

Very truly yours,

The Bank of New York Mellon Trust Company, N.A.,
as Exchange Agent
c/o The Bank of New York Mellon Corporation
Corporate Trust Operations — Reorganization Unit
Attn: Mr. William Buckley
101 Barclay St., Floor 7 East
New York, NY 10286
(212) 815-5788

Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Company or the Exchange Agent, or authorize you or any other person to make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus and the Letter of Transmittal.

2

ANNEX A

Guarantors

	Jurisdiction of Incorporation or
Guarantor	Organization
Grifols, S.A.	Spain
Grifols Biologicals Inc.	Delaware, United States
Biomat USA, Inc.	Delaware, United States
Grifols Therapeutics Inc.	Delaware, United States
Talecris Plasma Resources, Inc.	Delaware, United States
Instituto Grifols, S.A.	Spain
Diagnostic Grifols, S.A.	Spain
Movaco, S.A.	Spain
Laboratorios Grifols, S.A.	Spain
Grifols Italia, S.p.A.	Italy
Grifols Deutschland GmbH	Germany

3