THIRD AMENDMENT AND SECOND INCREMENTAL JOINDER TO CREDIT AND GUARANTY AGREEMENT

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Exhibit 4.7

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Execution Version

THIRD AMENDMENT AND SECOND INCREMENTAL JOINDER TO CREDIT AND
GUARANTY AGREEMENT

THIRD AMENDMENT AND SECOND INCREMENTAL JOINDER TO CREDIT AND GUARANTY AGREEMENT, dated as of December 11, 2024 (this “Amendment”), by and among GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent”), GRIFOLS WORLDWIDE OPERATIONS USA, INC., a Delaware corporation (the “U.S. Borrower”), GRIFOLS WORLDWIDE OPERATIONS LIMITED, a private limited company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower” and, together with the Spanish Borrower and the U.S. Borrower, the “Borrowers”), each of the other Loan Parties named on the signature pages hereto, the Revolving Lenders named on the signature pages hereto and BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”) and as Collateral Agent.  All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Amended Credit Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Borrowers, certain subsidiaries of the Parent, the Lenders party thereto from time to time and the Administrative Agent are parties to that certain Credit and Guaranty Agreement, dated as of November 15, 2019 (as amended by (i) that certain Incremental Joinder, dated as of May 7, 2020, (ii) that certain First Amendment to Credit and Guaranty Agreement, Amendment to U.S. Pledge and Security Agreement and Amendment to Pledge Agreement, dated as of August 13, 2021, and (iii) that certain Second Amendment to Credit and Guaranty Agreement, dated as of May 3, 2023, the “Existing Credit Agreement” and as amended by the Amendment, the “Amended Credit Agreement”);

WHEREAS, each Revolving Lender that executes and delivers a signature page to this Amendment (each, a “Consenting Revolving Lender”) hereby consents to the amendments set forth herein subject to the satisfaction or waiver of the conditions in Section 5 hereof;

WHEREAS, the Foreign Borrower has, pursuant to Section 2.27 of the Existing Credit Agreement, by written notice to the Administrative Agent, made an offer to all Revolving Lenders to extend the Revolving Commitment Termination Date together with the making of certain other changes to the Revolving Loans in order to establish an extended Class of Revolving Commitments (the “RCF Extension”);

WHEREAS, the existing Revolving Commitments (the “Existing Revolving Commitments”) and existing Revolving Loans (the “Existing Revolving Loans”) of each Consenting Revolving Lender shall, following the effectiveness of this Amendment, be reclassified and constitute Extended Revolving Commitments (the “2024 Extended Revolving Commitments”) and Extended Revolving Loans (the “2024 Extended Revolving Loans”; and the facility thereunder the “2024 Extended Revolving Facility”), respectively, constituting a separate Class of Commitments from the Revolving Commitments from which it was reclassified and a separate Class of Loans from the Revolving Loans from which it was reclassified and having the terms as set forth in the Amended Credit Agreement, and each Consenting Revolving Lender

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hereby consents to the continuation of all of its Existing Revolving Commitment as 2024 Extended Revolving Commitment in a principal amount equal to such Consenting Revolving Lender’s Existing Revolving Commitment and Existing Revolving Loans as 2024 Extended Revolving Loans in a principal amount equal to the aggregate principal amount of such Consenting Revolving Lender’s Existing Revolving Loans so continued, in each case as obligations in respect of the 2024 Extended Revolving Facility;

WHEREAS, the parties hereto wish to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement, and this Amendment shall constitute an “Extension Amendment” under Section 2.27 of the Existing Credit Agreement;

WHEREAS, pursuant to Section 2.25 of the Existing Credit Agreement after giving effect to the transactions described in Section 1 hereof, the Foreign Borrower has requested an increase to the 2024 Extended Revolving Commitments as Incremental Revolving Commitments in an aggregate amount of $278,166,666.67 (such aggregate amount of Incremental Revolving Commitments, the “Second Incremental Revolving Commitments”) for working capital or general corporate purposes of the Parent and any of its Subsidiaries;

WHEREAS, the Second Incremental Revolving Commitments are being incurred by the parties hereto entering into this Amendment in accordance with the terms and conditions of the Existing Credit Agreement after giving effect to the transactions described in Section 1 hereof;

WHEREAS, subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Administrative Agent has determined, in its reasonable discretion and pursuant to its authority under Section 2.25 of the Existing Credit Agreement after giving effect to the transactions described in Section 1 hereof, that it is necessary or appropriate to amend certain terms of the Existing Credit Agreement after giving effect to the transactions described in Section 1 hereof as provided herein without the consent or approval of any Person other than the Administrative Agent, the Borrowers, the Consenting Revolving Lenders, and, in connection with giving effect to the Second Incremental Revolving Commitments, the Second Incremental Revolving Loan Lenders (as defined below);

WHEREAS, the Foreign Borrower has requested and each Second Incremental Revolving Loan Lender is prepared to provide the Second Incremental Revolving Commitments in an amount, when combined with such Lender’s existing 2024 Extended Revolving Commitments (if any), set forth opposite such ▇▇▇▇▇▇’s name on Annex III hereto, subject to the terms and conditions set forth herein; and

WHEREAS, it is understood and agreed that the following institutions have been designated as Bookrunners in connection with the RCF Extension and the Second Incremental Revolving Commitments: Bank of America Europe Designated Activity Company, ▇.▇. ▇▇▇▇▇▇ Securities plc, Banco Bilbao Vizcaya Argentaria, S.A., Commerzbank Aktiengesellschaft, DNB Bank ASA, Sweden Branch, HSBC Continental Europe, Banco Santander, S.A., Landesbank Hessen-Thüringen Girozentrale, Deutsche Bank Aktiengesellschaft, Citibank N.A. London Branch, UBS AG London Branch, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and Nomura Securities International, Inc.

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NOW, THEREFORE, IT IS AGREED:

Section 1.2024 Extended Revolving Facility.

(a)Subject to the terms and conditions set forth herein, (i) each Consenting Revolving Lender agrees on the Third Amendment Effective Date to continue all of its Existing Revolving Commitment as 2024 Extended Revolving Commitment in a principal amount equal to such Consenting Revolving Lender’s Existing Revolving Commitment and all of its Existing Revolving Loans as 2024 Extended Revolving Loans in a principal amount equal to the aggregate principal amount of such Consenting Revolving Lender’s Existing Revolving Loans, in each case as obligations in respect of the 2024 Extended Revolving Facility as indicated on Annex III hereto.  For the avoidance of doubt, any Existing Revolving Commitments and Existing Revolving Loans of existing Revolving Lenders who are not Consenting Revolving Lenders (“2024 Non-Extending Revolving Lenders”) shall remain outstanding under the Amended Credit Agreement as Existing Revolving Commitments and Existing Revolving Loans subject to the same terms as conditions as in effect in the Existing Credit Agreement all of which terms have been incorporated into the Amended Credit Agreement.

(b)On and as of the Third Amendment Effective Date, (i) the 2024 Extended Revolving Commitments shall be deemed to be Revolving Commitments for all purposes of the Amended Credit Agreement and the other Loan Documents and shall constitute a new and separate Class of Revolving Commitments under the Amended Credit Agreement, and (ii) the 2024 Extended Revolving Loans shall be deemed to be Revolving Loans for all purposes of the Amended Credit Agreement and the other Loan Documents and shall constitute a new and separate Class of Revolving Loans under the Amended Credit Agreement. The 2024 Extended Revolving Commitments and 2024 Extended Revolving Loans will have identical terms as the Existing Revolving Commitments and Existing Revolving Loans, as applicable, except as expressly set forth herein (including in the Amended Credit Agreement).

(c)On the Third Amendment Effective Date, the Existing Revolving Commitments and the Existing Revolving Loans of the Consenting Revolving Lenders shall be continued as  2024 Extended Revolving Commitments and 2024 Extended Revolving Loans, respectively, in accordance with, and be subject to all of the terms and conditions set forth in, the Amended Credit Agreement (including, without limitation, Section 2.27 thereof). Each Consenting Revolving Lender, as to itself, hereby agrees to waive any indemnity claim for breakage costs payable pursuant to Section 2.18 of the Amended Credit Agreement in connection with the prepayment or replacement of the Existing Revolving Loans contemplated hereby.

Second Revolving Commitment Increase.

Pursuant to Section 2.25 of the Existing Credit Agreement after giving effect to the transactions described in Section 1 hereof and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, on and as of the Third Amendment Effective Date and immediately after the effectiveness of Section 1 hereof, each Lender signatory to this Amendment as a “Second Incremental Revolving Loan Lender” (each, a “Second Incremental Revolving Loan Lender” and, collectively, the “Second Incremental Revolving Loan Lenders”) hereby agrees to provide the Second Incremental Revolving Commitments, which shall be

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deemed to be an increase in and otherwise part of the 2024 Extended Revolving Commitments, to the Foreign Borrower on the Third Amendment Effective Date in an aggregate principal amount equal to the amount set forth opposite such Second Incremental Revolving Loan Lender’s name on Annex III to this Amendment which Second Incremental Revolving Commitments in the aggregate is equal to $278,166,666.67.  The Second Incremental Revolving Commitments (i) are “Incremental Revolving Commitments” as specified in Section 2.25(a) of the Existing Credit Agreement after giving effect to the transactions described in Section 1 hereof and (ii) shall be deemed to be “Revolving Commitments” and “2024 Extended Revolving Commitments” for all purposes of the Credit Agreement and the other Loan Documents of the same Class as the 2024 Extended Revolving Commitments on and as of the Third Amendment Effective Date. The Second Incremental Revolving Commitments shall be provided in accordance with, and be subject to all of the terms and conditions set forth in, the Existing Credit Agreement after giving effect to the transactions described in Section 1 hereof (including, without limitation, Section 2.25 thereof).

The terms and provisions of the 2024 Extended Revolving Commitments and the Second Incremental Revolving Commitments shall be identical consisting of one $863,500,000.00 tranche of 2024 Extended Revolving Commitments after giving effect to the $278,166,666.67 of Second Incremental Revolving Commitments.

Immediately upon establishing the Second Incremental Revolving Commitments on the Third Amendment Effective Date, (i) any Revolving Loans made by any Second Incremental Revolving Loan Lender pursuant to its Second Incremental Revolving Commitments (the “Second Incremental Revolving Loans”) are “Revolving Loans” as contemplated by Section 2.25 of the Existing Credit Agreement and “2024 Extended Revolving Loans” after giving effect to the transactions described in Section 1 hereof and shall be deemed to be “Revolving Loans” and “2024 Extended Revolving Loans” for all purposes of the Credit Agreement and the other Loan Documents and (ii) the Second Incremental Revolving Commitments and any Second Incremental Revolving Loans shall be secured by the identical collateral and guaranties on identical terms as the Revolving Loans in effect immediately prior to the Third Amendment Effective Date.

Amendments to the Credit Agreement. Subject to satisfaction (or waiver) of the conditions set forth in Section 5 hereof, on the Third Amendment Effective Date, the Existing Credit Agreement is hereby amended to (a) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Annex I attached hereto (the Existing Credit Agreement so amended, set forth in Annex II attached hereto), and (b) replace Schedule 1.01(b) of the Existing Credit Agreement (Revolving Commitments) with the amended and restated version of such schedule attached as Annex III hereto.  The rights and obligations of the parties to the Existing Credit Agreement with respect to the period prior to the Third Amendment Effective Date shall not be affected by such amendment.

Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Group Member represents and warrants to the Administrative Agent, each of the Consenting Revolving Lenders and each of the Second Incremental Revolving Loan Lenders that, as of the Third Amendment Signing Date and the Third Amendment Effective Date:

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Organization; Requisite Power and Authority; Qualification. Each Group Member (i) is duly organized, duly incorporated, validly existing and, if applicable, in good standing under the laws of its jurisdiction of organization, (ii) 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 this Amendment to which it is a party and to carry out the transactions contemplated thereby and (iii) 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 (ii) and (iii), 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.

Due Authorization. The execution, delivery and performance of this Amendment and the Amended Credit Agreement, has been (or will be on or before the Third Amendment Effective Date) duly authorized and approved by all necessary action on the part of each Loan Party that is a party hereto.

No Conflict. The execution, delivery and performance by the Loan Parties of this Amendment and the performance by the Loan Parties of the Amended Credit Agreement and the consummation of the transactions contemplated by this Amendment do not and will not (a)  (i) violate any provision of any law or any governmental rule or regulation applicable to any Group Member, (ii) breach any of the Organizational Documents of any Group Member or (iii) violate 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, including without limitation, the Credit Agreement, the EIB Facility, the Senior Notes and the Senior Secured Notes; (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 or will be obtained on or before the Third 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.

Governmental Consents. The execution, delivery and performance by the Loan Parties of this Amendment and the performance by the Loan Parties of the Amended Credit Agreement and the consummation of the transactions contemplated by this Amendment does not and will not require any registration 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 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.

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Binding Obligation. This Amendment has been duly executed and delivered by each Loan Party that is a party hereto and this Amendment and the Amended Credit Agreement are the legally valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, examinership, reorganization, appointment of a receiver moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

Solvency. The Loan Parties and their Subsidiaries, on a consolidated basis, are and, upon the consummation and performance of the transactions contemplated in this Amendment, will be, Solvent.

Disclosure. No representation or warranty of any Loan Party contained in this Amendment or in any other documents, certificates or written statements furnished to the Administrative 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 any Borrower 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.

All of the representations and warranties contained in the Amended Credit Agreement by the Borrowers and each Loan Party party thereto are true and correct in all material respects on and as of the Third Amendment Signing Date and the Third Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were 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.

Conditions Precedent to the Third Amendment Singing Date and the Third Amendment Effective Date. The effectiveness of this Amendment (other than Sections 1, 2 and 3 hereof) shall be subject to the following conditions precedent (the date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Signing Date”): (x) the Administrative Agent shall have received duly executed counterparts of this Amendment that bear the signatures of the Borrowers, the Guarantors, the Administrative Agent, the Consenting Revolving Lenders and the Second Incremental Revolving Loan Lenders, (y) all of the representations and warranties contained in Section 4 herein shall be true and correct in all material respects on the Third Amendment Signing 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 in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or

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modified by materiality in the text thereof and (z) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Signing Date.

The effectiveness of Sections 1, 2 and 3 of this Amendment shall be subject to the following conditions precedent (the date on which such conditions have been satisfied (or waived) is referred to herein as the “Third Amendment Effective Date”):

(a)[Reserved].

Certificates.

The Administrative Agent shall have received (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Loan Party authorizing the execution, delivery and performance of this Amendment, certified as of the Third Amendment Effective Date by an Authorized Officer of such Loan Party, (ii) a certificate of an Authorized Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Loan Party hereunder, (iii) the articles or certificate of incorporation or equivalent document of each Loan Party as in effect on the Third Amendment Effective Date, certified by the secretary of state (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date, (iv) the by-laws or equivalent document of each Loan Party as in effect on the Third Amendment Effective Date, certified by an Authorized Officer of such Loan Party as of the Third Amendment Effective Date and (v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Loan Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date, or, in each of clauses (ii) – (v), a certificate of an Authorized Officer of each Loan Party certifying that such information or document has not changed since the date of the last such information or document delivered to the Administrative Agent.

The Administrative Agent shall have received a certificate signed by an Authorized Officer of the Parent, dated as of the Third Amendment Effective Date, certifying that each of the conditions precedent specified in clauses (f) and (g) of this Section 5 have been satisfied.

The Administrative Agent shall have received a Solvency Certificate from the chief financial officer of the Parent in the form of Exhibit E-2 to the Credit Agreement certifying that, after giving effect to the consummation of the transactions contemplated by the Amendment, the Loan Parties, on a consolidated basis, are Solvent.

Security Documents and Actions.

Germany. Subject to Section 6 hereof, the Administrative Agent shall have received a copy of a subsequent ranking share pledge agreement (Nachrangige Verpfändung von Gesellschaftsanteilen an einer Gesellschaft mit beschränkter Haftung), duly executed by

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Parent as pledgor, the Collateral Agent as collateral agent and pledgee and Grifols Biotest Holdings GmbH as pledged company.

Ireland. The Administrative Agent shall have received a copy of a Deed of Confirmation in respect of a Share Mortgage dated 15 November 2019, duly executed by ▇▇▇▇▇▇ and the Collateral Agent.

Spain. Subject to Section 6 hereof, the Administrative Agent shall have received copies of (i) the notarial deed (póliza) of amendment and ratification in respect of the non-possessory pledge over blood plasma products (Prenda Sin Desplazamiento), duly executed by Foreign Borrower, the Collateral Agent, [the current Revolving Lenders], the Second Incremental Revolving Loan Lenders and Banco Europeo de Inversiones, (ii) the deed (póliza) of amendment and ratification of the share pledge (Prenda de Acciones) of Instituto Grifols, S.A., duly executed by ▇▇▇▇▇▇, Grifols International, S.A., the Collateral Agent, the Second Incremental Revolving Loan Lenders, Banco Europeo de Inversiones, BNY Mellon Corporate Trustee Services Limited, and The Bank of New York Mellon, London Branch and (iii) the deed (póliza) of amendment and ratification of the share pledge (Prenda de Acciones) of Grifols International, S.A., duly executed by Parent, Grifols Movaco, S.A., the Collateral Agent, the Second Incremental Revolving Loan Lenders, Banco Europeo de Inversiones, BNY Mellon Corporate Trustee Services Limited, and The Bank of New York Mellon, London Branch.

Accrued Interest and Fees. The Borrowers shall have paid to the Administrative Agent for the ratable account of the Consenting Revolving Lenders holding outstanding Existing Revolving Loans (prior to giving effect to this Amendment) all accrued and unpaid interest and any accrued and unpaid fees under Section 2.11(a) of the Existing Credit Agreement on such outstanding Existing Revolving Loans held by the Consenting Revolving Lenders to, but not including, the Third Amendment Effective Date.

Expenses. The Administrative Agent shall have received payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees of the Administrative Agent incurred in connection with this Amendment or otherwise required to be paid under the Credit Agreement, to the extent invoiced to the Borrowers no later than five Business Days prior to the Third Amendment Effective Date).

Representations and Warranties. All of the representations and warranties contained in Section 4 herein shall be true and correct in all material respects on the Third Amendment 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 in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Default. No Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date.

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Opinions. The Administrative Agent and its respective counsel shall have received originally executed copies of the favorable written opinions of (i) Proskauer Rose LLP, as New York counsel to the Loan Parties, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ España S.L.P., as Spanish counsel to the Loan Parties, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Rechtsanwälte Steuerberater Partnerschaft mbB, as German counsel to the Loan Parties, (iv) ▇▇▇▇▇▇▇▇ LLP, as Irish counsel to the Loan Parties, (v) Walkers, as Irish counsel to the Administrative Agent, and (vi) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as Virginia and Florida counsel to the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Third Amendment Effective Date (and each Loan Party hereby instructs such counsel to deliver such opinions to the Lenders).

At least five (5) days prior to the Third Amendment Effective Date (or such shorter period as agreed to by the Administrative Agent), the Administrative Agent 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 PATRIOT Act; provided, that such documentation and other information was requested not less than ten (10) days prior to the Third Amendment Effective Date.

The Administrative Agent shall have received evidence in form and substance reasonably satisfactory that the Spanish Borrower’s 1.625% Senior Secured Notes due 2025 have been repaid in full, defeased, redeemed, repurchased or satisfied and discharged.

The Existing Revolving Loans shall have been repaid such that 50% of Existing Revolving Commitments are undrawn.

The aggregate amount of 2024 Extended Revolving Commitments and Second Incremental Revolving Commitments shall equal an amount not less than $750,000,000.

Post-Closing Covenant. Each Loan Party covenants and agrees to cause to be delivered or performed the documents and other agreements and actions set forth on Annex IV hereto within the time frames specified on such Annex IV.

Reaffirmation.

On the Third Amendment Signing Date and the Third Amendment Effective Date, each Loan Party (a) reaffirms its guaranty of the Obligations pursuant to the Amended Credit Agreement, (b) hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the amendment of the Existing Credit Agreement effected pursuant to this Amendment, (c) hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.  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 Amended Credit Agreement or any of the other Loan Documents.

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On the Third Amendment Signing Date and the Third Amendment Effective Date, each Loan Party reaffirms the security interests granted under the terms and conditions of the Security Documents and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed.   Each Loan Party hereby (i) confirms that all Collateral encumbered by the Loan Documents will continue to secure to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable obligations (including all such obligations as amended, reaffirmed and/or increased pursuant to this Amendment), to the extent set forth, and subject to the terms contained, in the Loan Documents and (iii) confirms for the benefit of the Secured Parties that the Liens created by each Loan Party for the benefit of the Secured Parties extend to any new liabilities and obligations assumed by each Loan Party under the Amended Credit Agreement.

It is the intention of each of the parties hereto that the Existing Credit Agreement be amended so as to preserve the perfection and priority of all Liens securing Indebtedness and Obligations under the Amended Credit Agreement and the other Loan Documents and that all Indebtedness and Obligations of the Loan Parties thereunder shall be secured by the Liens evidenced under the Loan Documents and that neither this Amendment nor the transactions contemplated hereby constitute a novation or termination of the Indebtedness and Obligations existing under the Existing Credit Agreement and the other Loan Documents (or serve to terminate Sections 9.06, 10.02 or 10.03 of the Existing Credit Agreement or any of the Borrowers’ obligations thereunder).  The parties hereto further acknowledge and agree that this Amendment constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 2.27 of the Credit Agreement.

Miscellaneous Provisions.

This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provisions of the Existing Credit Agreement or any other Loan Document except as specifically set forth herein.

This Amendment may be executed using Electronic Signatures.  Each of the Loan Parties and each of the Administrative Agent and Revolving ▇▇▇▇▇▇ agrees that any Electronic Signature on this Amendment shall be valid and binding on such Person to the same extent as a manual, original signature, and the Amendment will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.   This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment.  Notwithstanding anything contained herein to the contrary, neither the Administrative Agent nor any Revolving Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to

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procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent or any Revolving Lender has agreed to accept such Electronic Signature, the Administrative Agent and each Revolving Lender shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party or any Revolving Lender without further verification and (b) upon the request of the Administrative Agent or any Revolving Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.  “Electronic Signature” shall have the meaning assigned to it by 15 USC §7006, as it may be amended from time to time.

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.

Section 10.15 and Section 10.16 of the Amended Credit Agreement are each incorporated herein by reference, mutatis mutandis.

From and after the Third Amendment Effective Date, all references in the Existing Credit Agreement and each of the other Loan Documents to the Credit Agreement, shall be deemed to be references to the Amended Credit Agreement, as modified hereby, and the Third Amendment Effective Date shall constitute an “Increased Amount Date” with respect to the Second Incremental Revolving Loans.  This Amendment shall constitute an “Extension Amendment”, an “Incremental Joinder”, a Joinder Agreement and a Loan Document for all purposes under the Existing Credit Agreement and Amended Credit Agreement and each of the other Loan Documents.

This Amendment shall be binding upon and inure to the benefit of the Borrowers 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.

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.

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.

This Amendment and all obligations hereunder, other than as set forth in this Section 8 shall terminate immediately if the Third Amendment Effective Date has not occurred by December 31, 2024.

Notwithstanding anything herein to the contrary, (i) during the period from the Third Amendment Signing Date to (but excluding) the Third Amendment Effective Date, if any 2024 Non-Extending Revolving Lender provides to the Administrative Agent its executed signature

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page to this Amendment and the applicable fee letter as a Consenting Revolving Lender and/or a Second Incremental Revolving Loan Lender, as applicable, such 2024 Non-Extending Revolving Lender shall become a Consenting Revolving Lender and/or a Second Incremental Revolving Loan Lender, as applicable, for all purposes under this Amendment and the Amended Credit Agreement, (ii) during the period from the Third Amendment Signing Date to (but excluding) the Third Amendment Effective Date, any Lender may increase its Second Incremental Revolving Commitments and therefore increase the 2024 Extended Revolving Commitments by providing written notice thereof to the Administrative Agent, and such increase shall become part of the Second Incremental Revolving Commitments and the 2024 Extended Revolving Facility, (iii) during the period from the Third Amendment Signing Date to (but excluding) the Third Amendment Effective Date, any individual Lender may decrease its 2024 Extended Revolving Commitment or Second Incremental Revolving Commitment so long as there is a corresponding increase in the 2024 Extended Revolving Commitment or Second Incremental Revolving Commitments of another Lender or an Affiliate of any Lender such that the total aggregate amount of 2024 Extended Revolving Commitments set forth in the column Total 2024 Extended Revolving Commitment on Annex III hereto does not decrease, and (iv) in the case of clause (i) through (iii) above, the Administrative Agent and the Borrower may (without further consent from any other Person) update Annex III to this Amendment as appropriate or necessary (with corresponding changes to the recitals and Section 2 of this Amendment and the defined terms “2024 Extended Revolving Commitment” and “2024 Non-Extended Revolving Commitment” in the Amended Credit Agreement) to reflect any increase or decrease to the 2024 Extended Revolving Commitment or Second Incremental Revolving Commitment and the corresponding decrease, if any, to the 2024 Non-Extended Revolving Commitment of any Lender.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their authorized signatories thereunto duly authorized as of the date first written above.

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[Signature Page to Amendment]

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[Signature Page to Amendment]

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[Signature Page to Amendment]

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[Signature Page to Amendment]

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[Signature Page to Amendment]

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this "Consent") to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the "Amendment"), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the "Existing Credit Agreement"), by and among inter alias the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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[Signature Page to Amendment]

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this “Consent”) to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the “Amendment”), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the “Existing Credit Agreement”), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this “Consent”) to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the “Amendment”), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the “Existing Credit Agreement”), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this "Consent") to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the "Amendment"), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the "Existing Credit Agreement"), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension [and the agreement to provide the Second Incremental Revolving Commitments noted therein]¹, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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[Signature Page to Amendment]

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

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CONSENT (this "Consent") to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the "Amendment"), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the "Existing Credit Agreement"), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

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The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

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IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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DNB Confidential

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

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CONSENT (this “Consent”) to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the “Amendment”), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the “Existing Credit Agreement”), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

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The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

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IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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[Signature Page to Amendment]

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this “Consent”) to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the “Amendment”), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the “Existing Credit Agreement”), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

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CONSENT (this “Consent”) to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the “Amendment”), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the “Existing Credit Agreement”), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this “Consent”) to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the “Amendment”), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the “Existing Credit Agreement”), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this “Consent”) to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the “Amendment”), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the “Existing Credit Agreement”), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment, the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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[Signature Page to Amendment]

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this "Consent") to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the "Amendment"), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the "Existing Credit Agreement"), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this "Consent") to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the "Amendment"), amending that ce1iain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the "Existing Credit Agreement"), by and among inter alias the Borrowers, each of the other Loan Paiiies party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and Collateral Agent. Capitalized te1ms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT

CONSENT (this "Consent") to Third Amendment and Second Incremental Joinder to Credit and Guaranty Agreement (the "Amendment"), amending that certain Credit Agreement dated as of November 15, 2019 (as amended and otherwise modified prior to giving effect to the Amendment, the "Existing Credit Agreement"), by and among inter alios the Borrowers, each of the other Loan Parties party thereto, the Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and Collateral Agent. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment or, if not defined therein, in the Credit Agreement.

The undersigned Revolving Lender hereby irrevocably and unconditionally (a) consents to and approves the Amendment and the Extension and the agreement to provide the Second Incremental Revolving Commitments noted therein, and (b) authorizes the Administrative Agent to execute the Amendment on its behalf.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

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ANNEX I

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Amendments to Existing Credit Agreement

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[Attached]

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CONFORMED VERSION

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CREDIT AND GUARANTY AGREEMENT

among

GRIFOLS WORLDWIDE OPERATIONS LIMITED,

as Foreign Borrower,

GRIFOLS WORLDWIDE OPERATIONS USA, INC.

as ▇.▇. ▇▇▇▇▇▇▇▇,

▇▇▇▇▇▇▇, ▇.▇.

as Spanish Borrower and Parent

▇▇▇▇▇▇▇, S.A. AND CERTAIN SUBSIDIARIES OF GRIFOLS, S.A.,

as Guarantors,

VARIOUS LENDERS,

BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent,

BANK OF AMERICA ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL LIMITED DESIGNATED ACTIVITY COMPANY, BANK OF AMERICA, N.A., BNP PARIBAS S.A., SUCURSAL EN ESPAÑA, HSBC FRANCE, BANCO BILBAO VIZCAYA ARGENTARIA S.A. AND ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC

as Joint Lead Arrangers and Joint Bookrunners,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (EUROPE) S.A., SUCURSAL EN ESPAÑA, DNB BANK ASA, SWEDEN BRANCH, BANKIA, S.A., COMMERZBANK AKTIENGESELLSCHAFT, BANCA IMI S.P.A., LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, CAIXABANK, S.A., BANCO DE SABADELL, S.A. AND BANCO SANTANDER, S.A.

as Co-Managers

and

Bank of America, N.A.,

as Syndication Agent

Senior Secured Credit Facilities

Dated as of November 15, 2019, as amended the Incremental Joinder, dated as of May 7, 2020, First Amendment to Credit and Guaranty Agreement, dated as of August 13, 2021 and, Second Amendment to Credit and Guaranty Agreement, dated as of May 3, 2023 and Third Amendment to Credit and Guaranty Agreement, dated as of December 11, 2024

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Section 5.11	Intellectual Property	131136
Section 5.12	Subsidiaries	132137
Section 5.13	Additional Material Real Estate Assets	133138
Section 5.14	Additional Collateral	135139
Section 5.15	Further Assurances	135139
Section 5.16	Guarantor Coverage Test	135140
Section 5.17	“Know Your Customer” Checks	136140
Section 5.18	ERISA	136141
Section 5.19	Designation of Restricted and Unrestricted Subsidiaries	136141
Section 5.20	Post-Closing Matters	137141
Section 5.21	Anti-Money Laundering Laws; Anti-Corruption Laws; Sanctions	137141
Section 5.22	▇▇▇▇ Events	137142
ARTICLE VI. NEGATIVE COVENANTS		137142
Section 6.01	Indebtedness	138142
Section 6.02	Liens	142146
Section 6.03	No Further Negative Pledges	144149
Section 6.04	Restricted Payments	145149
Section 6.05	Restrictions on Subsidiary Distributions	146151
Section 6.06	Investments	147152
Section 6.07	Financial Covenant	149154
Section 6.08	Fundamental Changes; Disposition of Assets; Acquisitions	149154
Section 6.09	Transactions with Shareholders and Affiliates	151156
Section 6.10	Conduct of Business	152156
Section 6.11	Amendments or Waivers of Organizational Documents and Certain Other Documents	152156
Section 6.12	Fiscal Year	152157
Section 6.13	Centre of Main Interests and Establishments	152157
Section 6.14	Financial Assistance	152157
Section 6.15	Anti-Corruption Laws; Sanctions	152157
ARTICLE VII. GUARANTY		153158
Section 7.01	Guaranty of the Obligations	153158
Section 7.02	Contribution by Guarantors	153158
Section 7.03	Payment by Guarantors	154159
Section 7.04	Liability of Guarantors Absolute	154159
Section 7.05	Waivers by Guarantors	156161
Section 7.06	Guarantors’ Rights of Subrogation, Contribution, Etc.	157162
Section 7.07	Subordination of Other Obligations	158162
Section 7.08	Continuing Guaranty	158163
Section 7.09	Authority of Guarantors or the Borrowers	158163
Section 7.10	Financial Condition of the Borrowers	158163
Section 7.11	Bankruptcy, Etc.	158163
Section 7.12	Discharge of Guaranty Upon Release or Sale of Guarantor	159164
Section 7.13	Spanish Guarantor Limitations	160165
Section 7.14	Irish Guarantor Limitations	160165
Section 7.15	Keepwell	160165
ARTICLE VIII. EVENTS OF DEFAULT		160165

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CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of November 15, 2019, is entered into by and among GRIFOLS WORLDWIDE OPERATIONS LIMITED, a private limited company validly incorporated and existing under the laws of Ireland (the “Foreign Borrower”), GRIFOLS WORLDWIDE OPERATIONS USA, INC., a Delaware corporation and a Wholly-Owned Subsidiary of the Foreign Borrower (the “U.S. Borrower”), GRIFOLS, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain (the “Spanish Borrower” and the “Parent” and, together with the Foreign Borrower and the U.S. Borrower, the “Borrowers”), as a Guarantor and the Spanish Borrower, and CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, the Lenders party hereto from time to time, and BANK OF AMERICA, N.A., 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, the Lenders have agreed to extend certain credit facilities to the Borrowers on the Closing Date consisting of $2,500,000,000 aggregate principal amount of Dollar Tranche B Term Loans, €1,360,000,000 aggregate principal amount of Euro Tranche B Term Loans and up to $500,000,000 aggregate principal amount of Revolving Commitments, the proceeds of which will be used to (i) partially repay the Refinanced Indebtedness and (ii) pay Transaction Costs;

WHEREAS, each Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on (i) substantially all of the assets of such Borrower and (ii) a pledge of all of the Equity Interests in certain of its directly owned Subsidiaries;

WHEREAS, subject to the terms hereof and the limitations described herein, the Guarantors have agreed to guarantee the Obligations of the Borrowers hereunder;

WHEREAS, subject to the terms hereof and the limitations described herein, each of the

U.S. Loan Parties has agreed 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 certain of their respective Subsidiaries; and

WHEREAS, subject to the terms hereof and the limitations described herein, the Parent and each of the other Spanish Loan Parties have agreed to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on certain of their respective assets, including a pledge of all of the Equity Interests of certain of their respective Subsidiaries (including a Lien on 100% of the Equity Interests of the Foreign Borrower).

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

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ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section 1.01Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“2024 Extended Revolving Commitment” means the commitment of a 2024 Extending Revolving Lender to make or otherwise fund any 2024 Extended Revolving Loans, as reduced by the amount of any applicable Ancillary Commitment, and “2024 Extended Revolving Commitments” means such commitments of all 2024 Extending Revolving Lenders in the aggregate, which, for the avoidance of doubt, shall include the Second Incremental Revolving Commitment (as defined in the Third Amendment). The amount of each Lender’s 2024 Extended Revolving Commitment, if any, is set forth under the heading “Total 2024 Extended Revolving Commitment” opposite such Lender’s name on Annex III to the Third Amendment or in the applicable Assignment Agreement subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent shall retain sole discretion to update such Schedule to accurately reflect the amount of such Lender’s 2024 Extended Revolving Commitment as of the Third Amendment Effective Date. The aggregate amount of the 2024 Extended Revolving Commitments as of the Third Amendment Effective Date is $863,500,000.00. The 2024 Extended Revolving Commitments are a Class of Revolving Commitments.

“2024 Extended Revolving Commitment Period” means the period from the Third Amendment Effective Date to but excluding the 2024 Extended Revolving Commitment Termination Date.

“2024 Extended Revolving Commitment Termination Date” means the earliest to occur of (a) May 15, 2027, (b) the date the 2024 Extended 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 2024 Extended Revolving Commitments pursuant to Section 8.01.

“2024 Extended Revolving Exposure” means, with respect to any 2024 Extending Revolving Lender as of any date of determination, (a) prior to the termination of the 2024 Extended Revolving Commitments, that 2024 Extending Revolving Lender’s 2024 Extended Revolving Commitment; and (b) after the termination of the 2024 Extended Revolving Commitments, the sum of (i) the Dollar Equivalent of the aggregate outstanding principal amount of the 2024 Extended Revolving Loans of that 2024 Extending Revolving Lender and (ii) the Dollar Equivalent of the aggregate amount of all amounts borrowed from such 2024 Extending Revolving Lender under any Ancillary Facility pursuant to Section 2.24.

“2024 Extended Revolving Loan” means Revolving Loans made by a 2024 Extending Revolving Lender to the Foreign Borrower pursuant to Section 2.02(a)(2) and/or Section 2.24 that has been extended pursuant to the Third Amendment.

“2024 Extending Revolving Lenders” means the Lenders having 2024 Extended Revolving Exposure which, for the avoidance of doubt, shall include any Revolving Lenders with a Second Incremental Revolving Commitment (as defined in the Third Amendment).

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“2024 Non-Extended Revolving Commitment” means the commitment of a 2024 Non-Extending Revolving Lender to make or otherwise fund any 2024 Non-Extended Revolving Loan, as reduced by the amount of any applicable Ancillary Commitment, and “2024 Non-Extended Revolving Commitments” means such commitments of all 2024 Non-Extending Revolving Lenders in the aggregate.  The amount of each 2024 Non-Extending Revolving Lender’s 2024 Non-Extended Revolving Commitment, if any, is set forth under the heading “2024 Non-Extended Revolving Commitment” opposite such Lender’s name on Annex III to the Third Amendment or in the applicable Assignment Agreement subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent shall retain sole discretion to update such Schedule to accurately reflect the amount of such 2024 Non-Extending Revolving Lender’s 2024 Non-Extended Revolving Commitment as of the Third Amendment Effective Date.  The aggregate amount of the 2024 Non-Extended Revolving Commitments as of the Third Amendment Effective Date is $414,666,666.67. The 2024 Non-Extended Revolving Commitments are a Class of Revolving Commitments.

“2024 Non-Extended Revolving Commitment Period” means the period from the Closing Date to but excluding the 2024 Non-Extended Revolving Commitment Termination Date.

“2024 Non-Extended Revolving Commitment Termination Date” means the earliest to occur of (a) the sixth anniversary of the Closing Date (November 15, 2025), (b) the date the 2024 Non-Extended 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 2024 Non-Extended Revolving Commitments pursuant to Section 8.01.

“2024 Non-Extended Revolving Exposure” means, with respect to any 2024 Non-Extending Lender as of any date of determination, (a) prior to the termination of the 2024 Non-Extended Revolving Commitments, that 2024 Non-Extending Lender’s 2024 Non-Extended Revolving Commitment; and (b) after the termination of the 2024 Non-Extended Revolving Commitments, the sum of (i) the Dollar Equivalent of the aggregate outstanding principal amount of the 2024 Non-Extended Revolving Loans of that 2024 Non-Extending Lender and (ii) the Dollar Equivalent of the aggregate amount of all amounts borrowed from such 2024 Non-Extending Lender under any Ancillary Facility pursuant to Section 2.24.

“2024 Non-Extended Revolving Loan” means Revolving Loans made by a 2024 Non-Extending Revolving Lender to the Foreign Borrower pursuant to Section 2.02(a)(1) and/or Section 2.24 that have not been extended pursuant to the Third Amendment.

“2024 Non-Extending Revolving Lenders” means the Lenders having 2024 Non-Extended Revolving Exposure.

“Additional Debt” means one or more series of (A) senior unsecured notes or loans, (B) senior secured notes or loans that will be secured by a Lien on the Collateral that ranks pari passu in right of security with the Obligations or (C) senior secured notes or loans that will be secured by a Lien on the Collateral that ranks junior to the Obligations; provided, that (1) such Indebtedness shall not require any scheduled payment of principal or mandatory redemption or redemption at the option of the holders thereof (except customary redemption provisions in

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respect of asset sales, changes in control or similar events) prior to 91 days after the latest maturity applicable to the Term Loans then outstanding, (2) the covenants and events of default and other terms of which (other than maturity, fees, discounts, interest rate, redemption terms and redemption premiums, which shall be determined in good faith by the Borrower Representative) shall be on market terms at the time of issuance (as determined in good faith by the Borrower Representative) of the Additional Debt, (3) any Person that guarantees such Indebtedness shall be a Loan Party, (4) if such Indebtedness is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of the Parent or any of its Restricted Subsidiaries other than any asset constituting Collateral, the security agreements relating to such Indebtedness shall be substantially the same as the Security Documents and such Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and (5) if such indebtedness takes the form of loans that are secured by a Lien on the Collateral that ranks pari passu in right of security with the Obligations, the MFN Provisions shall apply.

“Additional JV Investments Basket” has the meaning set forth in Section 6.06(d).

“Adjusted Eurocurrency Rate” means,

(a)for any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan denominated in Other Foreign Currency, the rate per annum equal to a rate approved by the Administrative Agent and the Borrowers; and

(b)for any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan denominated in Euro, the rate per annum equal to the euro interbank offered rate (“EURIBOR”) administered by the European Money Markets Institute or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (such rate, the “EURIBOR Screen Rate”) at approximately 11:00 a.m., London time, on any Interest Rate Determination Date, for deposits in the Euro (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided, that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; and if the Adjusted Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Administrative Agent” has the meaning specified in the preamble hereto.

“Administrative  Agent’s  Office”  means,  with  respect  to  Dollars,  the Administrative Agent’s address and, as appropriate, account specified in the Credit Agreement with respect to Dollars, or such other address or account with respect to Dollars as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“Adjustment” has the meaning set forth in Section 2.29(c).

“Adverse Proceeding” means any action, suit, proceeding, hearing (in each case,

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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 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, the Collateral Agent and the Syndication Agent.

“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(c).

“Agreement” means this Credit and Guaranty Agreement, dated as of November 15, 2019, 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.

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“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 2024 Non-Extended Revolving Commitment Period. with respect to Ancillary Facilities provided by 2024 Non-Extending Revolving Lenders or a Business Day within the 2024 Extended Revolving Commitment Period with respect to Ancillary Facilities provided by 2024 Extending Revolving Lenders, as applicable.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum applicable 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 2.24, 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 2.24.

“Ancillary Lender” means each Lender (or Affiliate of a Lender) that makes available an Ancillary Facility in accordance with Section 2.24.

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force, the aggregate of the Dollar Equivalent or Euro Equivalent, as applicable, 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 the Foreign Borrower 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 reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

“Anti-Boycott Statute” means EU Regulation (EC) 2271/96 or a violation or conflict with section 7 of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung)) in connection with section 4 paragraph 1a no. 3 of the German Foreign Trade Act (Außenwirtschaftsgesetz) or a similar anti-boycott statute.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, and any other laws or regulations concerning or relating to bribery or corruption applicable to the Loan Parties.

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“Anti-Money Laundering Laws” means the Bank Secrecy Act, as amended by the PATRIOT Act, and any other laws or regulations concerning or relating to terrorism financing or money laundering applicable to the Loan Parties.

“Applicable Margin” means (a) prior to the Third Amendment Effective Date, with respect to the Revolving Loans, (i) 1.50% per annum, in the case of Base Rate Loans, (ii) 2.50% per annum, in the case of Eurocurrency Rate Loans and (iii) 2.50% per annum, in the case of Term SOFR Loans, (b) with respect to the Euro Tranche B Term Loans, 2.25% per annum, in the case of Eurocurrency Rate Loans and, (c) with respect to the Dollar Tranche B Term Loans, (i) 1.00% per annum, in the case of Base Rate Loans and (ii) 2.00% per annum in the case of Term SOFR Loans. and (d) on and after the Third Amendment Effective Date (x) with respect to the 2024 Extended Revolving Loans, (i) 2.00% per annum, in the case of Base Rate Loans, (ii) 3.00% per annum, in the case of Eurocurrency Rate Loans and (iii) 3.00% per annum, in the case of Term SOFR Loans and (y) with respect to the 2024 Non-Extended Revolving Loans, (i) 1.50% per annum, in the case of Base Rate Loans, (ii) 2.50% per annum, in the case of Eurocurrency Rate Loans and (iii) 2.50% per annum, in the case of Term SOFR Loans.

“Applicable Sweep Percentage” means 25% if the Leverage Ratio as of the applicable date of determination is greater than 4.75:1.00 and 0.0% if the Leverage Ratio as of the applicable date of determination is less than or equal to 4.75:1.00. The applicable date of determination for purposes of this definition shall be the most recently ended four-fiscal quarter period for which financial statements are available (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof).

“Approved Currency” means each of Dollars, Euro 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 Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Limited Designated Activity Company, Bank of America, N.A., BNP Paribas S.A., Sucursal en España, HSBC France, Banco Bilbao Vizcaya Argentaria S.A. and ▇.▇. ▇▇▇▇▇▇ Securities plc, in their respective capacities as arrangers.

“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 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

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(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 of other assets for consideration of less than $75,000,000 with respect to any transaction or series of related transactions but in any event not to exceed $400,000,000 in the aggregate from the Closing Date.

“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).

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrowers (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Offers pursuant to Section 2.13(c)(i); provided, that the Borrowers shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrowers nor any of their respective Affiliates may act as the Auction Agent.

“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, secretary or lawfully appointed attorney of a company, and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.

“Available Amount” means, as of any date,

(a)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 January 1, 2019; plus

(b)so long as the Parent and its Subsidiaries are in compliance with the financial covenant set forth in Section 6.07 (whether or not then tested) on a pro forma basis as of the last day of the Fiscal Quarter most recently ended (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c)), 50% of Cumulative CNI; less

(c)the sum of any Available Amount, Consolidated Net Income or Cumulative CNI used to make Restricted Payments pursuant to Section 6.04(c), 6.04(d) and 6.04(e); less

(d)unless the Parent has provided an irrevocable written notice to the Administrative Agent stating the Parent’s intention not to make any additional dividends with

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respect to such Fiscal Year, in accordance with Section 6.04(e)(i), the aggregate maximum payment permissible under Section 6.04(e)(i) for any current or immediately prior Fiscal Year to the extent not yet paid but still permitted to be paid.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“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 ½ of 1.00% and (c) Term SOFR that would be payable on a Term SOFR 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 date 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.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” has the meaning set forth in Section 3.01(r).

“Biomat” means Biomat USA, Inc., a Delaware corporation.

“Biomat Class B Equity Interests” means the Class B Common Stock issued by each of Biomat and Biomat Newco on the Biomat Transactions Consummation Date.

“Biomat Class B Equity Governing Documents” means the Certificate of Incorporation of Biomat, the bylaws of Biomat, the Certificate of Incorporation of Biomat Newco, the bylaws of Biomat Newco and each share certificate representing the shares of the Biomat Class B Equity Interests.

“Biomat Holdco” means Biomat Holdco, LLC, a Delaware limited liability company, which will, after giving effect to the Biomat Intercompany Reorganization, own 100% of the Equity Interests in Biomat Newco.

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“Biomat Intercompany Reorganization” means the taking of the following corporate actions by the Parent and its Subsidiaries on or prior to the Biomat Transactions Consummation Date, (A) the assumption by Biomat of certain intercompany debt in the aggregate principal amount up to $521,000,000 owed by GSSNA to the Foreign Borrower, (B) the transfer of 100% of the outstanding Series B (Common) Stock of Biomat outstanding as of the First Amendment Effective Date from GSSNA to Biomat Newco (the “Biomat Share Transfer”), subject to the existing Lien on such shares granted by GSSNA in favor of the Collateral Agent, for the benefit of the Secured Parties, under the U.S. Security Agreement, (C) the transfer of the Equity Interests of Biomat Newco from GSSNA to Biomat Holdco, (D) the release of the Lien of the Collateral Agent on the Equity Interests of Biomat Newco, if any, and (E) the assumption by Biomat Newco of certain intercompany debt in the aggregate principal amount up to $469,000,000 owed by GSSNA to the Foreign Borrower.

“Biomat Newco” means Biomat Newco Corp., a Delaware corporation, which will after giving effect to the Biomat Intercompany Reorganization, own 100% of the Series B (Common) Stock of Biomat, which are held by GSSNA immediately prior to the Biomat Intercompany Reorganization.

“Biomat Transactions” means (a) the consummation of the Biomat Intercompany Reorganization, which may occur at any time on or prior to the Biomat Transactions Consummation Date, (b) the transfer of 100% of the outstanding Series A (Common) Stock of Biomat from Instituto Grifols to Biomat Newco, (c) the issuance of the Biomat Class B Equity Interests, (d) the release of the Guaranty of Biomat and Talecris, (e) the release of the Lien of the Collateral Agent on all of the Equity Interests of Biomat and all of the assets of Biomat, (f) the release of the Lien of the Collateral Agent on all of the Equity Interests of Talecris and all of the assets of Talecris, and (g) the performance by the Parent and its Restricted Subsidiaries of their obligations in connection with the above transactions.

“Biomat Transactions Consummation Date” means the date of satisfaction (or waiver) of the conditions precedent referred to in Section 5 of the First Amendment. Such date was December 1, 2021.

“Board of Directors” means: (a) 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; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited liability company, the board of directors of the limited liability company or any committee of the limited liability company duly authorized to act on behalf of such board of directors; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Bookrunners” means each of Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Limited Designated Activity Company, Bank of America, N.A., BNP Paribas S.A., Sucursal en España, HSBC France, Banco Bilbao Vizcaya Argentaria S.A. and ▇.▇. ▇▇▇▇▇▇ Securities plc, in their respective capacities as bookrunners.

“Borrower Information” has the meaning set forth in Section 5.01(k).

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“Borrower Representative” means the Foreign Borrower in its capacity as representative of the U.S. Borrower and the Spanish Borrower as set forth in Section 2.28.

“Borrowers” has the meaning specified in the preamble hereto.

“Borrowing Notice” means a notice substantially in the form of Exhibit A-1, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of a Borrower.

“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, London, the Kingdom of Spain, Ireland or the state where the Administrative Agent’s Office is located and:

(a)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, 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;

(b)if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than 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

(c)if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Euro, or any other dealings in any currency other than 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.

“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 IFRS is or should be accounted for as a capital lease on the balance sheet of that Person.

“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 a limited liability company, partnership or

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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 dept securities include any right of participation with Capital Stock.

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“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 ▇▇▇▇▇’▇; (b) marketable direct obligations issued by any state of the United States 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 ▇▇▇▇▇’▇; (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 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), (ii) has Tier 1 capital of not less than $1,000,000,000 and (iii) has a rating of at least AA- from S&P and Aa3 from ▇▇▇▇▇’▇; (d) any repurchase agreement entered into with any Lender or any commercial banking institution satisfying the criteria of clause (c) 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; (e) 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; (f) 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 (e) 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 ▇▇▇▇▇’▇; and (g) instruments equivalent to those referred to in clauses (a) through (f) above denominated in Euro 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 Foreign Borrower or a Foreign Subsidiary, “Cash Equivalents” shall also include: (A) direct obligations of the sovereign nation (or any agency thereof) in which the

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Foreign Borrower or such Foreign Subsidiary, as applicable, 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 (g) above of the Foreign Borrower and any 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.

“Change in Law” means (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, administration or application thereof by any Governmental Authority after the date of this Agreement (including the introduction of any new law, treaty or governmental rule, regulation or order after the Closing Date) or any determination of a court or Governmental Authority, in each case that becomes effective after the Closing Date, or (c) the making or issuance of any guideline, request or directive issued or made after the Closing Date by any central bank or other Governmental Authority or quasi-governmental authority (whether or not having the force of law; provided, that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued).

“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 or approved 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; (c) the Parent shall own less than 100% of the Equity Interests of the Foreign Borrower; (d) the Foreign Borrower shall own less than 100% of the Equity Interests of the U.S. Borrower; or (e) 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

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Indebtedness, including the EIB Facility, the Senior Notes, the Senior Refinancing Notes or the Senior Secured Notes, to which any Group Member is a party.

“Class” means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders having Dollar Tranche B Term Loan Exposure, (ii) Lenders having Euro Tranche B Term Loan Exposure, (iii) Lenders having 2024 Extended Revolving Exposure, (iv) Lenders having 2024 Non-Extended Revolving Exposure and (ivv) Lenders having Incremental Term Loan Exposure, and (b) with respect to Loans, each of the following classes of Loans: (i) Dollar Tranche B Term Loans, (ii) Euro Tranche B Term Loans, (iii) 2024 Non-Extended Revolving Loans, (iv) 2024 Extended Revolving Loans, (v) each Series of Incremental Term Loans, (vvi) each Series of Extended Term Loans, (vivii) each Series of Loans made in respect of Extended Revolving Commitments, (vii) each Series of Other Refinancing Term Loans and (viii) each Series of Other Refinancing Term Loans and (ix) each Series of Other Refinancing Revolving Loans.

“Closing Date” means the date the conditions set forth in Section 3.01 and Section 3.02 are satisfied and the first funding occurs on November 15, 2019.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit E-1.

“Closing Date Intercreditor Agreement” means that certain Pari Passu Intercreditor Agreement, dated as of the Closing Date, by and among the Borrowers, certain subsidiaries of the Parent, the Collateral Agent, the Notes Collateral Agent, and European Investment Bank, as amended, restated, supplemented or otherwise modified from time to time.

“Closing Date Lender” has the meaning set forth in Section 10.06(k).

“CME” means CME Group Benchmark Administration Limited.

“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.

“Commitment” means any Revolving Commitment or Term Loan Commitment.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §§ 1et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C-1.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Adjusted EBITDA” means (a) Consolidated Net Income of the Parent and its Subsidiaries, plus, to the extent deducted in determining Consolidated Net Income

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of the Parent and its Subsidiaries the sum, without duplication, of amounts for (i) all financial results including interest expense, amortization or write-off of debt discount, other deferred financing costs, other fees and charges associated with Indebtedness, (ii) any losses on ordinary course hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (iii) any foreign currency translation, transaction or exchange losses (including currency remeasurements of Indebtedness and any losses resulting from ordinary course hedging obligations or other derivative instruments for currency exchange risk), (iv) any loss of any equity-accounted investee in which the Parent or any of its Subsidiaries has a joint or minority interest, (v) expenses for taxes based on income or gain, (vi) depreciation, (vii) amortization, write-offs, write-downs, and other non-cash charges, losses and expenses, (viii) impairment of intangibles, including, without limitation, goodwill, (ix) non-recurring items (as determined in accordance with IFRS) realized other than in the ordinary course of business, without duplication, resulting in a loss, (x) fees and expenses incurred in connection with the Transactions or, to the extent permitted hereunder, any Permitted Acquisition, Investment, Asset Disposition, or incurrence of Indebtedness, in each case, whether or not consummated, including such fees and expenses related to any offering of Additional Debt, any Credit Agreement Refinancing Indebtedness and any Permitted Refinancing Indebtedness, (xi) extraordinary, unusual, or non-recurring charges and expenses including transition, restructuring and “carveout” expenses, (xii) legal, accounting, consulting, and other costs and expenses relating to the Parent’s potential or actual issuance of Equity Interests, including without limitation an initial public offering of common stock and (xiii) the amount of cost savings, adjustments, operating expense reductions, operating improvements and synergies, in each case on a “run rate” basis and in connection with Permitted Acquisitions, investments, restructurings, business optimization projects and other operational changes and initiatives (“Run Rate Amounts”) that are identifiable and projected in good faith to result from actions that have been or are expected to be taken within twelve (12) months of such date of determination; provided, that (x) the Administrative Agent shall have received a reasonably detailed statement or schedule of such Run Rate Amounts, (y) such amounts are reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (z) the benefits resulting therefrom are anticipated by the Borrowers to be realized within twelve (12) months of the end of such date on which Consolidated Adjusted EBITDA is tested; provided further, that for any such period, the amount added back in calculating Consolidated Adjusted EBITDA pursuant to this clause (xiii) shall not, in the aggregate, exceed 10% of Consolidated Adjusted EBITDA for such period (determined prior to giving effect to such add-backs), minus (b) to the extent included in consolidated income from operations, (i) interest income, (ii) non-recurring gains (as determined in accordance with IFRS) realized other than in the ordinary course of business, (iii) income or gains on ordinary course hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (iv) foreign currency translation, transaction or exchange gains (including currency remeasurements of Indebtedness and any gains resulting from ordinary course hedging obligations or other derivative instruments for currency exchange risk) and (v) any income of any equity-accounted investee in which the Parent or any of its Subsidiaries has a joint or minority interest, except to the extent of the amount of dividends or other distributions actually paid to the Parent or any Subsidiary by such

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Person during such period, all calculated without duplication for the Parent and its Subsidiaries on a consolidated basis.

For purposes of the maximum Leverage Ratio and, solely in connection with the definition of “Incremental Amount”, Section 6.01(r), Section 6.01(k) and Section 6.01(w), the Senior Secured Leverage 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) exclude 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. The Consolidated Adjusted EBITDA shall be calculated consistent with past practices, considering the standards in force as of the date of the Credit Agreement without, in any event, giving effect to IFRS 16. For the avoidance of doubt, such adjustment for material acquisitions and disposals shall not apply to the calculation of 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 IFRS, 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 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 IFRS, 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 IFRS, excluding the current portion of long term debt.

“Consolidated Excess Cash Flow” means, for any fiscal period, an amount (if positive) equal to Consolidated Net Income for such relevant period after, without duplication and excluding 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)(i) adding (to the extent not already taken into account in determining Consolidated Net Income) 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 (ii) deducting (to the extent not already deducted in determining Consolidated Net

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Income) 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;

(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 Net Income;

(e)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 the proceeds of long term indebtedness (other than revolving indebtedness):

(f)without duplication of amounts deducted from the amount of Consolidated Excess Cash Flow required to be prepaid pursuant to Section 2.14(d), deducting the aggregate of any cash consideration paid for, or the cash cost of, any Investments and Restricted Payments made in cash during the relevant period; and

(g)deducting the sum, without duplication, of (i) the amounts for such period paid in cash 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 Income” means, for any period, the total net income (or loss) attributable to the Parent and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with IFRS (before any adjustment for profit and loss attributable to minority interests and capitalized interest) minus any after tax non-cash gains (or losses) attributable to Asset Dispositions or returned surplus assets of any Pension Plan.

“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 determined on a consolidated basis in accordance with IFRS (exclusive of obligations in respect of derivative transactions that have not been terminated) minus the amount of unrestricted cash and Cash Equivalents of the Parent and its Subsidiaries determined on a consolidated basis in accordance with IFRS. From and after the Biomat Transactions Consummation Date, the Biomat Class B Equity Interests shall not be considered Indebtedness included in determining Consolidated Net Total Debt.

“Consolidated Senior Secured Debt” means, as at any date of determination, Consolidated Net Total Debt minus unsecured Indebtedness.

“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.

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“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 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.

“Controlled Foreign Corporation” means any Subsidiary of a U.S. Loan Party

(owned by such U.S. Loan Party within the meaning of Section 958(a) of the Code) that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue Code.

“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.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit F delivered by a Loan Party pursuant to Section 5.12.

“Credit Agreement Refinancing Indebtedness” means (i) Permitted Pari Passu Secured Refinancing Debt, (ii) Permitted Junior Secured Refinancing Debt, (iii) Permitted Unsecured Refinancing Debt or (iv) Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or

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refinance, in whole or part, existing Term Loans or existing Revolving Loans (or unused Revolving Commitments) of any Class or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided, that (a) such Indebtedness has a later maturity and, except in the case of Other Refinancing Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, (b) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Commitments or Other Refinancing Revolving Commitments, the amount thereof) plus accrued interest, fees and premiums (if any) thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing (provided, that the principal amount of such Indebtedness shall not include any principal constituting interest paid in kind), (c) such Refinanced Debt shall be repaid, defeased or satisfied and discharged , and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence or issuance of such Credit Agreement Refinancing Indebtedness and (d) the terms and conditions of such Indebtedness (except as otherwise provided in clause (a) above and with respect to pricing, premiums and optional prepayment or redemption terms) shall reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrowers in good faith), or (taken as a whole) are not materially more restrictive to the Loan Parties (as determined by the Borrowers in good faith), than those applicable to the Loans or Commitments being refinanced (except for covenants or other provisions applicable only to periods after the latest maturity date at the time of incurrence of such Indebtedness).

“Credit Date” means the date of a Credit Extension (including the Closing Date).

“Credit Extension” means the making of a Loan.

“Cumulative CNI” means the Consolidated Net Income of the Group accrued since January 1, 2019 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, minus 100% of such deficit).

“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.

“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“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

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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, subject to Section 2.22, any Lender that (a) has failed to fund any portion of its Revolving Commitment within two (2) Business Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has notified the Borrower Representative, the Administrative Agent or any other 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, unless such notification or public statement relates to such ▇▇▇▇▇▇’s obligation to fund a Loan hereunder and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied, (c) has failed, within three (3) Business Days after receipt of a written request from the Administrative Agent, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Commitments (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), (d) has otherwise failed to pay over to the Administrative Agent, the Collateral Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a good faith dispute or (e) after the date of this Agreement, has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22) upon delivery of written notice of such determination to the Borrower Representative and each Lender.

“Designated Gross Amount” has the meaning set forth in Section 2.24(b)(ii).

“Designated Net Amount” has the meaning set forth in Section 2.24(b)(ii).

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“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Parent or any other Subsidiary of the Parent in connection with an Asset Disposition that is designated as Designated Non-Cash Consideration pursuant to a certificate of the chief financial officer of the Parent setting forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Discharge of Obligations” means the payment in full in cash of all Obligations (other than contingent indemnification obligations not yet due and payable and obligations under Hedge Agreements), the termination, expiration or cancellation of all Commitments.

“Disqualified Company” means any operating company which is a direct competitor of the Group identified to the Administrative Agent in writing prior to the Closing 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 in writing to the Administrative Agent from time to time; provided, that the names of all Disqualified Companies shall be posted to the Lenders.

“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 after the Tranche B Term Loan Maturity Date, except, in the case of clauses (a) and (b), 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 and the termination of the Commitments.

“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 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 Term Loans 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 the Parent or any of its Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Disposition will not constitute Disqualified Stock if the terms of such Capital Stock provide that the purchaser or such Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.04. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the purchaser and the Subsidiaries may become obligated to pay upon

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the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Dollar Equivalent” means, with respect to an amount denominated in Dollars, such amount, and with respect to an amount denominated in Euro or 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 Revolving Commitments on any Credit Date, the Administrative Agent shall use the Exchange Rate in effect at the date on which the applicable Borrower requests the extension of credit for such Credit Date pursuant to the provisions of this Agreement.

“Dollar Offer” has the meaning set forth in Section 2.13(c)(i).

“Dollar Offer Loans” has the meaning set forth in Section 2.13(c)(i).

“Dollar 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).

“Dollar Tranche B Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Dollar Tranche B Term Loan, and “Dollar Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Dollar Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01(a) hereto or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent shall retain sole discretion to update such Schedule to accurately reflect the amount of such ▇▇▇▇▇▇’s Dollar Tranche B Term Loan Commitment as of the Closing Date. The aggregate amount of the Dollar Tranche B Term Loan Commitments as of the Closing Date is $2,500,000,000.

“Dollar Tranche B Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Dollar Tranche B Term Loans of such Lender; provided, that at any time prior to the making of the Dollar Tranche B Term Loans, the Dollar Tranche B Term Loan Exposure of any Lender shall be equal to such Lender’s Dollar Tranche B Term Loan Commitment.

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“Dollar Tranche B Term Loan Maturity Date” means the earlier of (a) the eighth anniversary of the Closing Date (November 15, 2027) and (b) the date on which all Dollar Tranche B Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Dollar Tranche B 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.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“DQ List” has the meaning set forth in Section 10.06(j)(iv).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EIB Facility” has the meaning set forth in Section 6.01(u).

“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 ▇▇▇▇▇’▇ 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, unless the Borrowers have consented in writing to such assignment to a Disqualified Company, in which case such entity will not be considered a Disqualified Company for the purpose of such assignment.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is 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 liability, contingent or otherwise, in each case, excluding any Foreign Plan.

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“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 and safety (with respect to exposure to Hazardous Materials), natural resources or the environment.

“Environmental Laws” means any and all applicable 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 (with respect to exposure to Hazardous Materials), 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 Internal Revenue 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.

“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 30-day notice period referred to in Section 4043 of ERISA 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 Section 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) the provision by the

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administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such Pension Plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by any Group Member or any of its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the 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; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the appointment of a trustee to administer any Pension Plan; (f) 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; (g) 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 resulting in liability therefor to any Group Member, or the receipt by any Group Member or any of its ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the assertion of any material claim (other than routine claims for benefits) against any Pension Plan or the assets thereof, or against any Group Member or any of its ERISA Affiliates in connection with any Pension Plan; (i) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA; (j) 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 would reasonably be expected to result in material liability to any Group Member with respect to any Pension Plan or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code; or (k) the occurrence of any Foreign Plan Event.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EU Lender” means (i) any German Lender and (ii) any lender established under the laws of a member state of the European Union.

“EURIBOR Successor Rate” has the meaning specified in Section 2.29(c). “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.

“Euro Equivalent” means, with respect to an amount denominated in Euro, such amount, and with respect to an amount denominated in Dollars or any Other Foreign Currency, the equivalent in Euro 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 Revolving Commitments on any Credit Date, the Administrative Agent

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shall use the Exchange Rate in effect at the date on which a Borrower requests the extension of credit for such Credit Date pursuant to the provisions of this Agreement.

“Euro Offer” has the meaning set forth in Section 2.13(c)(i).

“Euro Offer Loans” has the meaning set forth in Section 2.13(c)(i).

“Euro Tranche B Term Loan” means a Tranche B Term Loan denominated in Euros and made by a Lender to the Spanish Borrower pursuant to Section 2.01(a).

“Euro Tranche B Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Euro Tranche B Term Loan, and “Euro Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Euro Tranche B Term Loan Commitment, if any, is set forth on Schedule 1.01(a) hereto or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent shall retain sole discretion to update such Schedule to accurately reflect the amount of such ▇▇▇▇▇▇’s Euro Tranche B Term Loan Commitment as of the Closing Date. The aggregate amount of the Euro Tranche B Term Loan Commitments as of the Closing Date is €1,360,000,000.

“Euro Tranche B Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Euro Tranche B Term Loans of such Lender; provided, that at any time prior to the making of the Euro Tranche B Term Loans, the Euro Tranche B Term Loan Exposure of any Lender shall be equal to such Lender’s Euro Tranche B Term Loan Commitment.

“Euro Tranche B Term Loan Maturity Date” means the earlier of (a) the eighth anniversary of the Closing Date (November 15, 2027) and (b) the date on which all Euro Tranche B Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Euro 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.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the definition of “Adjusted Eurocurrency Rate”.

“Eurocurrency Rate Revolving Loan” means a Revolving Loan that is a Eurocurrency Rate Loan.

“Event of Default” means any of the conditions or events set forth in Section 8.01.

“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, Euro or another currency (the “Exchanged Currency”), as set

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forth on such date on the relevant Bloomberg 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 Bloomberg 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 for the purchase by the Administrative Agent of such Original Currency with the Exchanged Currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided, that the Administrative Agent may obtain such spot rate from another financial institution reasonably designated by the Administrative Agent if the Administrative Agent does not have as of the date of determination a spot buying rate for any such currency. For purposes of determining the Exchange Rate between Dollar and Euro in connection with the calculation of Consolidated Net Total Debt, solely with respect to Section 6.04(e), the Exchange Rate between Dollars and Euro shall be $1.05 per 1 Euro.

“Excluded Swap Obligation” means, with respect to any Guarantor at any time, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is illegal at such time under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“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) (i) 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 (ii) that is an Other Connection Tax, (b) with respect to any Lender of a Loan to the U.S. Borrower, any U.S. federal withholding Tax imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in such Loan or Commitment pursuant to a law in effect on the date which (i) Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment requested under Section 2.23) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such ▇▇▇▇▇▇’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) with respect to any Lender of a Loan or Commitment to the Foreign Borrower, any Irish withholding Tax imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in such Loan or Commitment pursuant to a law in effect on the date which (i) Lender acquires such interest in such Loan or Commitment (other than pursuant to

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an assignment requested under Section 2.23) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (d) with respect to any Lender of a Loan or Commitment to the Spanish Borrower, any withholding Tax imposed by the Kingdom of Spain on amounts payable to or for the account of such Lender with respect to an applicable interest in such Loan pursuant to a law in effect on the date which (i) such Lender acquires such interest in such Loan (other than pursuant to an assignment requested under Section 2.23) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; 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), (e) Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with Section 2.20(c) and (f) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Grifols Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of January 31, 2017, among the Spanish Borrower, the Foreign Borrower and the U.S. Borrower, as borrowers, certain subsidiaries of the Parent party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, as amended as of April 15, 2019, and as further amended, restated, supplemented or otherwise modified through the date hereof.

“Existing Revolving Commitments” has the meaning set forth in Section 2.27(c)(ii).

“Existing Revolving Loans” has the meaning set forth in Section 2.27(b)(i).

“Existing Term Loans” has the meaning set forth in Section 2.27(c)(ii).

“Extended Maturity Date” has the meaning set forth in Section 2.27(a).

“Extended Revolving Commitments” has the meaning set forth in Section 2.27(c)(ii).

“Extended Revolving Loans” means Revolving Loans made by one or more Lenders to the Foreign Borrower pursuant to Section 2.27.

“Extended Term Loans” has the meaning set forth in Section 2.27(c)(ii).

“Extension” has the meaning set forth in Section 2.27(a).

“Extension Amendment” has the meaning set forth in Section 2.27(e).

“Extension Offer” has the meaning set forth in Section 2.27(a).

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“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.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreements entered into thereunder (and any foreign legislation implemented to give effect to such intergovernmental agreements) and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“FDA” has the meaning set forth in Section 4.14(e).

“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, dated as of October 25, 2019, by and among the Spanish Borrower, the Foreign Borrower, the U.S. Borrower and each of the Arrangers, as amended.

“Financial Covenant” means the covenant set forth in Section 6.07.

“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.

“First Amendment” means that certain Amendment to Credit and Guaranty Agreement, Amendment to U.S. Pledge and Security Agreement and Amendment to Pledge Agreement, dated as of the First Amendment Effective Date, among the Borrowers, each of the other Loan Parties named on the signature pages thereto, the Lenders named on the signature

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pages thereto and Bank of America, N.A, in its capacities as Administrative Agent and Collateral Agent.

“First Amendment Effective Date” means the date of satisfaction (or waiver) of the conditions precedent referred to in Section 4 of the First Amendment. Such date was August 13, 2021.

“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.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Adjusted EBITDA 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 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, 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:

(a)acquisitions that have been made or are, on the Calculation Date, being made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by (including acquisitions on the Calculation Date) the specified Person or any of its Subsidiaries, and including any related financing transactions and including any increase in ownership of 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 Adjusted EBITDA for such reference period will be calculated without giving effect to the deduction set forth in the definition of “Consolidated Net Income”;

(b)the Consolidated Adjusted EBITDA 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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(c)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 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 Parent’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; provided further that any Run Rate Amounts shall be determined in accordance with the determination set forth in the definition of “Consolidated Adjusted EBITDA”.

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

(a)the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease obligations, 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 Hedge Agreement obligations in respect of interest rates); plus

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

(c)any interest actually paid on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such guarantee or Lien is called upon; plus

(d)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 Subsidiaries, other than

(i) dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or one of its Subsidiaries and (ii) dividends on any series of preferred stock of such Person or any of its Subsidiaries where such dividends are also payable pro rata on common stock of such Person or any of its 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.

“Flood Certificate” means a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

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“Flood Insurance Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“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 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 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 Euro, the equivalent in such Other Foreign Currency of such amount determined at the Exchange Rate on the applicable Valuation Date.

“Foreign Borrower” has the meaning specified in the preamble hereto.

“Foreign Law Security Documents” means each of the Spanish Security Documents and the Irish Security Documents.

“Foreign Loan Party” means any Loan Party other than a U.S. Loan Party.

“Foreign Pension Plan” means any Foreign Plan which provides, or results in, retirement benefits in the form of contribution payments or benefit accrual, and which plan is not subject to ERISA or the Internal Revenue Code.

“Foreign Plan” means any material written 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” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities materially 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 in any material respect to make the required contributions or payments, under any applicable law, on or 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, which termination would reasonably be expected to give rise to liability for any Loan Party, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of 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, (e) the occurrence of any material transaction that is prohibited under any applicable law and that would reasonably be

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expected to result in the incurrence of any material liability by any Loan Party or any of their respective Subsidiaries or (f) the imposition on any Loan Party or any of their respective Subsidiaries of any material fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Foreign Subsidiary” means any Subsidiary that is not organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding Guarantor” has the meaning set forth in Section 7.02.

“GDS” means Grifols Diagnostic Solutions Inc., a Delaware corporation.

“GDS Contributed Equity” means the following Equity Interests of GDS owned by the Parent on the Closing Date: 40.0% of the issued and outstanding GDS Voting Equity Interests and 50.0% of the issued and outstanding GDS Non-Voting Equity Interests.

“GDS Non-Voting Equity Interests” means the Series B Common Stock in GDS, par value $0.0001 per share.

“GDS Retained Equity” means the following Equity Interests of GDS owned by the Parent on the Closing Date: 60.0% of the issued and outstanding GDS Voting Equity Interests and 50.0% of the issued and outstanding GDS Non-Voting Equity Interests that are not to be contributed to Shanghai RAAS in connection with the Shanghai RAAS Transactions.

“GDS Voting Equity Interests” means the Series A Common Stock in GDS, par value $0.0001 per share.

“German Lender” means any Lender that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz).

“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.

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“Group” means, collectively, the Parent and its Restricted Subsidiaries and Unrestricted Subsidiaries.

“Group Member” means the Parent or any of its Restricted Subsidiaries or Unrestricted Subsidiaries.

“GSSNA” means Grifols Shared Services North America, Inc., a Virginia corporation, an indirect wholly owned subsidiary of the Parent.

“Guaranteed Obligations” has the meaning set forth in Section 7.01.

“Guarantor” means the Spanish Borrower (solely in respect of the Obligations of the U.S. Borrower and the Foreign Borrower), the U.S. Borrower (solely in respect of the Obligations of the Foreign Borrower and the Spanish Borrower), the Foreign Borrower (solely in respect of the Obligations of the U.S. Borrower and the Spanish Borrower) and any other Person that joins this Agreement as a guarantor pursuant to the terms hereof.

“Guarantor Release Request” has the meaning set forth in Section 7.12.

“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 and toxic mold.

“Health Care Laws” has the meaning set forth in Section 4.14(a).

“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 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) audited consolidated financial statements of the Parent consisting of balance sheets and an income statement and statements of stockholders’ equity and cash flows for fiscal years ending December 31, 2016, December 31, 2017 and December 31, 2018 and an unqualified audit report relating thereto, (b) six-month consolidated financial statements for the periods ending June 30, 2018 and June 30, 2019 that have been subject to limited review by the independent accountants for the Parent and (c) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Parent, in each case for the fiscal quarter ended September 30, 2019, and, in the case of clauses (a), (b) and (c), certified by the chief financial officer of the Parent that they fairly present, in all material respects, the financial condition of the

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Parent 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 consistently applied.

“Impacted Loans” has the meaning set forth in Section 2.29(a).

“Increased Amount Date” has the meaning set forth in Section 2.25(a).

“Increased-Cost Lender” has the meaning set forth in Section 2.23.

“Incremental Amount” means, at any time, an amount not to exceed the sum of (i) the maximum amount of Incremental Revolving Commitments and Incremental Term Loan Commitments that could be incurred at such time such that, on a pro forma basis as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, the Parent’s Senior Secured Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) as of such day shall not be greater than 4.50:1.00 (assuming that (x) all such Incremental Revolving Commitments, all Additional Debt that is revolving Indebtedness incurred under Section 6.01(r) and all revolving Indebtedness incurred under Section 6.01(k) and Section 6.01(w), are fully drawn and (y) the proceeds of such Incremental Revolving Commitments or Incremental Term Loan Commitments are not included as unrestricted cash in the definition of “Consolidated Net Total Debt”) (the “Ratio-Based Incremental Facility”); provided, that to the extent the proceeds of any Incremental Revolving Loan or Incremental Term Loan are intended to be applied to finance a transaction that will be a Limited Condition Acquisition, and if the applicable Borrower has made an LCA Election, compliance with clause (i) shall be determined as of the LCA Test Date, plus (ii) $500,000,000 (the “Cash-Capped Incremental Facility”) plus (iii) (x) (A) all voluntary prepayments of pari passu Term Loans made pursuant to Section 2.13(a) and (B) all repurchases of pari passu Term Loans made pursuant to the terms hereof in an amount equal to the actual amount of cash utilized for such repurchase and (y) voluntary prepayments of Revolving Loans made pursuant to Section 2.13(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Commitments pursuant to Section 2.13(b), in each case, to the extent not funded with the proceeds of long term Indebtedness (the “Prepayment-Based Incremental Facility”).

At the applicable Borrower’s option, the applicable Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, and the applicable Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility,

Incremental Term Loans and Incremental Revolving Loans may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such

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incurrence may be utilized in a single transaction or series of related transactions by, at the applicable Borrower’s option, first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility.

“Incremental Dollar Tranche B Term Loan Commitments” has the meaning set forth in Section 2.25(a).

“Incremental Euro Tranche B Term Loan Commitments” has the meaning set forth in Section 2.25(a).

“Incremental Revolving Commitments” has the meaning set forth in Section 2.25(a).

“Incremental Revolving Loan” has the meaning set forth in Section 2.25(b).

“Incremental Revolving Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Incremental Revolving Loans of such Lender.

“Incremental Revolving Loan Lender” has the meaning set forth in Section 2.25(a).

“Incremental Term Loan” has the meaning set forth in Section 2.25(c).

“Incremental Term Loan Commitments” means the Incremental Dollar Tranche B Term Loan Commitments and/or the Incremental Euro Tranche B Term Loan Commitments, as applicable.

“Incremental Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Incremental Term Loans of such Lender.

“Incremental Term Loan Lender” has the meaning set forth in Section 2.25(a).

“Incremental Term Loan Maturity Date” means the date on which Incremental Term Loans of a Series shall become due and payable in full hereunder, as specified in the applicable Joinder Agreement, including by acceleration or otherwise.

“Incremental Tranche B Term Loan” means an Incremental Term Loan that is any of (i) an increase to the Tranche B Term Loans made on the Closing Date, (ii) an increase to a prior Series of Incremental Tranche B Term Loans or (iii) a new Series of Incremental Tranche B Term Loans.

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“Incremental Tranche B Term Loan Note” means a promissory note in the form of Exhibit B-4, as it may be amended, restated, supplemented or otherwise modified from time to time.

“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 IFRS; (b) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with IFRS; (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 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), co-making, 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, in ease case required under Environmental Law, related to the Release or presence of any Hazardous Materials), expenses and disbursements of any kind or nature whatsoever, including reasonable and documented out-of-pocket fees, charges and disbursements of counsel for an Indemnitee (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

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indemnity), whether direct or indirect 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 by any Person (including the Borrowers or any Loan Party), other than any proceeding that does not involve an act or omission by a Loan Party or any of its affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an Agent, Arranger or any similar role in respect of the Loans), in any manner relating to or arising out of, in connection with or as a result of (a) this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby or the transactions contemplated hereby or thereby , the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.20) (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) any fee or engagement letter delivered by any Agent or any Lender to the Parent and/or any 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; (d) any Loan or the use or proposed use of proceeds thereof; or (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto.

“Indemnified Taxes” means any Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” has the meaning set forth in Section 10.03(a).

“Installment” has the meaning set forth in Section 2.12(a).

“Instituto Grifols” means Instituto Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, an indirect wholly owned subsidiary of the Parent.

“Intellectual Property” means all intellectual property (and the collective reference to all rights, priorities and privileges relating thereto), 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,

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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 Material Intellectual Property.

“Intellectual Property Security Agreements” has the meaning set forth in the U.S. Pledge and Security Agreement.

“Interest Payment Date” means with respect to (a) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2019, and the final maturity date of such Loan (or if such date is not a Business Day, the immediately preceding Business Day); (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; and (c) any Loan that is a Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the applicable maturity date set forth in the Credit Agreement; 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, (1) in connection with a Eurocurrency Rate Loan, an interest period of one, three or six months (or, (x) if available to all of the applicable Lenders, twelve months, or (y) if agreed to by the Administrative Agent in its sole discretion, such other period less than one month), as selected by the applicable Borrower 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 and (2) in connection with a Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the applicable Borrower in the applicable Borrowing Notice or Conversion/Continuation Notice, or such other period that is twelve months or less requested by the applicable Borrower and consented to by all the applicable Lenders (in the case of each requested Interest Period, subject to availability); 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 or Term SOFR 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; (iii) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and (iv) no Interest Period with respect to any portion of any Tranche of Revolving Loans shall extend beyond thesuch Tranche’s Revolving Commitment Termination Date.

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“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 Closing 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) or (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 write-ups, write-downs or write-offs with respect to such Investment.

“Irish Qualifying Lender” means a Lender or participant which is beneficially entitled to interest payable to that Lender or participant under this Agreement and is:

(i)which by virtue of the law of a Relevant Territory is resident for corporate income Tax purposes in that Relevant Territory, and that Relevant Territory imposes a Tax which generally applies to interest receivable in that territory from sources outside that territory; or

(A)is exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction that is in force on the date the relevant interest is paid; or

(B)would be exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into

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between Ireland and another jurisdiction signed on or before the date on which the relevant interest is paid but not in force on that date, if that treaty had the force of law by virtue of Section 826(1) of the TCA on that date;

except, in the case of both clauses (i) and (ii), where such interest is paid to that company in connection with a trade or business which is carried on through a branch or agency in Ireland;

(b)a U.S. corporation that is incorporated in the United States, and is subject to U.S. federal income tax on its worldwide income, provided, that such U.S. corporation does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;

(c)a U.S. LLC, where the ultimate recipients of the interest payable to that LLC satisfy the requirements set out in clause (a) or (b) above and the business conducted through the LLC is so structured for market reasons and not for tax avoidance purposes, provided, that such LLC and the ultimate recipients of the relevant interest do not provide their commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;

(e)a bank within the meaning of Section 246 of the TCA which is carrying on a bona fide banking business in Ireland for the purposes of Section 246(3)(a) of the TCA and the office through which it will perform its obligations under this Agreement is located in Ireland;

(f)an authorized credit institution under the terms of Directive 2013/36/EU and has duly established a branch in Ireland having made all necessary notifications to its home state competent authorities required thereunder in relation to its intention to carry on banking business in Ireland and such credit institution is recognized by the Revenue Commissioners in Ireland as carrying on a bona fide banking business in Ireland (for the purposes of Section 246(3) of the TCA) and the office through which it will perform its obligations under this Agreement is located in Ireland;

(i)which advances money in the ordinary course of a trade which includes the lending of money; and

(ii)in whose hands any interest payable in respect of money so advanced is taken into account in computing the trading income of that company; and

(iii)which has complied with the notification requirements set out in Section 246(5) of the TCA;

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(h)a qualifying company (within the meaning of Section 110 of the TCA) provided the interest is paid in Ireland;

(i)an exempt approved scheme within the meaning of section 774 TCA provided the interest is paid in Ireland; or

(j)an investment undertaking (within the meaning of Section 739B of the TCA) provided the interest is paid in Ireland.

“Irish Security Documents” means the Irish 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 or Equity Interests of the Foreign Borrower in respect of the Obligations of each Loan Party under the Loan Documents.

“Irish Treaty Lender” means a Lender which is treated as a resident of a Treaty State for the purposes of a Treaty and does not carry on a business in Ireland through a permanent establishment (as defined in the relevant treaty) with which that ▇▇▇▇▇▇’s participation in this Agreement is effectively connected, which subject to the completion of procedural formalities is entitled to be paid interest without the deduction of Irish tax under that Treaty.

“Joinder Agreement” means a joinder agreement in a form acceptable to the applicable Borrower and the Administrative Agent pursuant to which Incremental Term Loan Commitments and Incremental Revolving Commitments may be effected pursuant to Section 2.25.

“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.

“Junior Intercreditor Agreement” means a “junior lien” intercreditor agreement among the Administrative Agent and the holders of Permitted Junior Secured Refinancing Debt or the Senior Refinancing Notes (or their representative), as applicable, in form and substance reasonably satisfactory to the Administrative Agent. The Junior Intercreditor Agreement will be in a customary form for a secured New York law governed transaction. Additional provisions will be included to address additional classes of creditors consistent with European LMA-style intercreditor agreements governed by English law. Provisions governed by English law will be included to address matters such as enforcement, release, turnover, standstill, sharing and restructuring/insolvency outside of a Chapter 11 process.

“JV Equity Acquisition Debt” means Indebtedness of a Loan Party incurred in connection with an investment permitted hereunder, (a) the use of proceeds of which is solely to purchase Equity Interests in (i) a Joint Venture (whether a Loan Party had any Equity Interests in such Joint Venture prior to such acquisition or after giving effect thereto) or (ii) a Person that was a Joint Venture after the Closing Date at any time prior to the incurrence of such

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Indebtedness, and to pay related fees and expenses; and (b) if secured, the Liens securing such Indebtedness are not Liens on any Collateral.

“LCA Election” means a Borrower’s election to treat a specified acquisition as a Limited Condition Acquisition.

“LCA Test Date” has the meaning set forth in Section 1.07.

“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.

“Lender Counterparty” means each Lender, each Agent, each Arranger 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, a Lender or an Arranger, as the case may be), whether such Hedge Agreement is entered into before or after the Closing Date.

“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.

“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.

“Limited Condition Acquisition” means any acquisition or investment permitted hereunder by Parent or one or more of its Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Loan” means a Tranche B Term Loan, a Revolving Loan (including, as from the Third Amendment Effective Date, a 2024 Non-Extended Revolving Loan or a 2024 Extended Revolving Loan), an Incremental Term Loan and an Incremental Revolving Loan, which (a) in the case of Loans denominated in Dollars, may be a Base Rate Loan or a Term SOFR Loan and (b) in the case of Loans denominated in Euro or any Other Foreign Currency, shall be a Eurocurrency Rate Loan.

“Loan Document” means any of this Agreement, the Notes, if any, the Security Documents, any Joinder Agreement, Extension Amendment or Refinancing Amendment, any intercreditor agreements or subordination agreement, and all other documents, instruments or agreements executed and delivered by a Loan Party for the benefit of any Agent or any Lender in connection herewith on or after the Closing Date (including, without limitation, the Fee Letter).

“Loan Party” means each Borrower and each Guarantor.

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“Loan Party Products” has the meaning set forth in Section 4.14(f).

“Material Adverse Effect” means 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.

“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 Loan Documents) for which breach, non-performance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness” means Indebtedness (other than the Loans) of any one or more of the Group Members in an individual principal amount (or Net Mark-to-Market Exposure) of $300,000,000 or more.

“Material Intellectual Property” means any Intellectual Property that is material to the business of any Group Member.

“Material Real Estate Asset” means any fee-owned Real Estate Asset located in the United States having an acquisition cost thereof in excess of $200,000,000 as of the date of the acquisition thereof; 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 Closing Date (after giving pro forma effect to the Transactions) shall be deemed to be a Material Real Estate Asset.

“MFN Provision” has the meaning set forth in Section 2.25(e).

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Mortgage” means one or more instruments of mortgage or deeds of trust substantially in the form of Exhibit H, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Mortgaged Property” has the meaning set forth in Section 5.13.

“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 prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter

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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 the preceding clause (b)(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; and (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.

“Net Cash Proceeds of a Casualty Event” means any Net Cash Proceeds of the type described in clause (b) of the definition thereof.

“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 (k) 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

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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).

“Non-Consenting Lender” has the meaning set forth in Section 2.23.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“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)(iv).

“Note” means a Dollar Tranche B Term Loan Note, a Euro Tranche B Term Loan Note, an Incremental Tranche B Term Loan Note or a Revolving Loan Note.

“Notes Collateral Agent” means The Bank of New York Mellon, London Branch.

“Notice” means a Borrowing 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), payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise, excluding, with respect to any Guarantor, Excluded Swap Obligations with respect to such Guarantor.

“Obligee Guarantor” has the meaning set forth in Section 7.07.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of

the Treasury.

“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

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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 Applicable Indebtedness” has the meaning set forth in Section 2.15(b).

“Other Connection Taxes” means, with respect to the Administrative Agent or any Lender, Taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction imposing such Tax (other than connections arising from the Administrative Agent or such Lender, as applicable, having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Foreign Currency” means any lawful currency (other than Euro or Dollars) approved by, in the case of any borrowing of any Tranche of Revolving Loans, all of the Lenders holding such Tranche of Revolving Commitments; provided, in each case that such currency is freely available, freely transferable and freely convertible into Dollars.

“Other Refinancing Commitments” means the Other Refinancing Revolving Commitments and the Other Refinancing Term Commitments.

“Other Refinancing Loans” means the Other Refinancing Revolving Loans and the Other Refinancing Term Loans.

“Other Refinancing Revolving Commitments” means one or more Classes of Revolving Commitments hereunder or Extended Revolving Commitments that result from a Refinancing Amendment.

“Other Refinancing Revolving Loans” means the Revolving Loans made pursuant to any Other Refinancing Revolving Commitment.

“Other Refinancing Term Commitments” means one or more Classes of Term Loan Commitments hereunder that result from a Refinancing Amendment.

“Other Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“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

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Agreement or any other Loan Document, except any Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.23).

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in Euro or Other Foreign Currency, the rate of interest per annum at which overnight deposits in the applicable Euro or Other Foreign Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Parent” has the meaning specified in the preamble hereto.

“Pari Passu Intercreditor Agreement” means a “pari passu” intercreditor agreement among the Administrative Agent and the holders of the EIB Facility (or their representative), the Senior Secured Notes (or their representative), Permitted Pari Passu Secured Refinancing Debt (or their representative) and/or the Senior Refinancing Notes (or their representative), as applicable, in form and substance reasonably satisfactory to the Administrative Agent. The Pari Passu Intercreditor Agreement will be in a customary form for a secured New York law governed transaction. Additional provisions will be included to address additional classes of creditors consistent with European LMA-style intercreditor agreements governed by English law. Provisions governed by English law will be included to address matters such as enforcement, release, turnover, standstill, sharing and restructuring/insolvency outside of a Chapter 11 process. The Closing Date Intercreditor Agreement shall constitute a Pari Passu Intercreditor Agreement.

“Participant Register” has the meaning set forth in Section 10.06(h)(iv).

“Patents” has the meaning set forth in the U.S. Pledge and Security Agreement.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

“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 Equity Interests in, or all or substantially all of the assets of (or all or substantially all of the assets constituting a business line or unit or a division of), any Person; provided, that:

(a)immediately prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom; provided, that in connection with a Limited Condition Acquisition, compliance with this clause (a) shall be determined as of the LCA Test Date and no Specified Event of Default shall have occurred and be continuing on the date such Permitted Acquisition is consummated;

(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 in a Person, such Person shall, upon the consummation of such acquisition, be a Restricted Subsidiary 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)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 was engaged as of the Closing Date or any business reasonably similar, related, complementary or ancillary thereto;

(e)if such acquisition is of a Person that will not be a Loan Party after giving effect to the acquisition thereof, the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be greater than 5.50:1.00 as of the last day of the most recently ended fiscal quarter calculated on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended; provided, that to the extent such proceeds are intended to be applied to finance a Limited Condition Acquisition, if a Borrower has made an LCA Election, the Leverage Ratio shall be tested on the date of the execution of the Limited Condition Acquisition agreement; and

(f)the Borrower Representative shall have delivered to the Administrative Agent at least three (3) Business Days (or such shorter time as may be agreed by the Administrative Agent) 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 $750,000,000, (A) if applicable pursuant to clause (e) above, a Compliance Certificate delivered in accordance with Section 5.01(c) evidencing compliance with such clause (e) above (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 clause (e) above, if applicable and (C) promptly upon request by the Administrative Agent, quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the

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twelve-month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available.

“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 Junior Secured Refinancing Debt” means secured Indebtedness incurred by the applicable Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided, that (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and is not secured by any property or assets of the Parent or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase upon a change of control or asset sale, in each case, after giving effect to such offers under this Agreement) prior to 91 days after the latest maturity date of any Term Loans or any Permitted Pari Passu Secured Refinancing Debt at the time such Indebtedness is incurred, (iv) the security documents relating to such Indebtedness are substantially the same as the Security Documents, (v) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors and (vi) the holders of such Indebtedness (or their representative) and the Administrative Agent shall have become party to or otherwise subject to the provisions of a Junior Intercreditor Agreement; provided, that if such Indebtedness is the initial Permitted Junior Secured Refinancing Debt incurred by the Foreign Borrower, then the Foreign Borrower, the other Loan Parties, the Administrative Agent and such holders (or their representative) of such Indebtedness shall have executed and delivered a Junior Intercreditor Agreement.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.02.

“Permitted Pari Passu Secured Refinancing Debt” means  any secured Indebtedness incurred by the applicable Borrower in the form of one or more series of senior secured notes or loans; provided, that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Parent or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase upon a change of control or asset sale, in each case, after giving effect to such offers under this Agreement) prior to the latest maturity date of any Term Loans or any other Permitted Pari Passu Secured Refinancing Debt at the time such Indebtedness is incurred, (iv) the security documents relating to such Indebtedness are substantially the same as the Security Documents, (v) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors and (vi) the holders of such Indebtedness (or their representative) and the Administrative Agent shall have become party to or otherwise subject to

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the provisions of a Pari Passu Intercreditor Agreement; provided, that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred by the Foreign Borrower, then the Foreign Borrower, the other Loan Parties, the Administrative Agent and such holders (or their representative) of such Indebtedness shall have executed and delivered a Pari Passu Intercreditor Agreement.

“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 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.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the applicable Borrower in the form of one or more series of senior unsecured notes or loans; provided, that such Indebtedness (i) constitutes Credit Agreement Refinancing Indebtedness, (ii) does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase upon a change of control or asset sale, in each case, after giving effect to such offers under this Agreement) prior to 91 days after the latest maturity date of any Term Loans or any Permitted Pari Passu Secured Refinancing Debt at the time such Indebtedness is incurred and (iii) is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors.

“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.

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“PHSA” has the meaning set forth in Section 4.14(a).

“Plan of Reorganization” has the meaning set forth in Section 10.06(j)(iii). “Platform” has the meaning set forth in Section 5.01(k).

“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 the Administrative Agent’s “Principal Office”, which may include one or more separate offices with respect to any Approved Currency as set forth on Schedule 10.01(a), or such other office or office of a third party or sub agent, as appropriate, as such Person may from time to time designate in writing to the Borrower Representative, the Administrative Agent and each Lender.

“Pro Rata Share” means (a) with respect to all payments, computations and other matters relating to the Tranche B Term Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the Tranche B Term Loan Exposure of that Lender by (ii) the aggregate Tranche B Term Loan Exposure of all Lenders; (b) with respect to all payments, computations and other matters relating to the Dollar Tranche B Term Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the Dollar Tranche B Term Loan Exposure of that Lender by (ii) the aggregate Dollar Tranche B Term Loan Exposure of all Lenders; (c) with respect to all payments, computations and other matters relating to the Euro Tranche B Term Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the Euro Tranche B Term Loan Exposure of that Lender by (ii) the aggregate Euro Tranche B Term Loan Exposure of all Lenders; (d) (I) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the Revolving Exposure of that Lender by (ii) the aggregate Revolving Exposure of all Lenders (II) with respect to all payments, computations and other matters relating to the 2024 Non-Extended Revolving Commitment or 2024 Non-Extended Revolving Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the 2024 Non-Extended Revolving Exposure of that Lender by (ii) the aggregate 2024 Non-Extended Revolving Exposure of all Lenders and (III) with respect to all payments, computations and other matters relating to the 2024 Extended Revolving Commitment or 2024 Extended Revolving Loans of any Lender, as the context requires, the percentage obtained by dividing (i) the 2024 Extended Revolving Exposure of that Lender by (ii) the aggregate 2024 Extended Revolving Exposure of all Lenders; and (e) with respect to all payments, computations and other matters relating to Incremental Term Loan Commitments or Incremental Term Loans of a particular Series, the percentage obtained by dividing (i) the Incremental Term Loan Exposure of that Lender with respect to that Series by (ii) the aggregate Incremental Term Loan Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (1) an amount equal to the sum of the Dollar Tranche B Term Loan Exposure, the Euro Tranche B Term Loan Exposure, the Revolving Exposure and the Incremental Term Loan Exposure of that Lender, by (2) an amount equal to the

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sum of the aggregate Dollar Tranche B Term Loan Exposure, the aggregate Euro Tranche B Term Loan Exposure, the aggregate Revolving Exposure and the aggregate Incremental Term Loan Exposure of all Lenders.

“Process Agent” has the meaning set forth in Section 10.15.

“Projections” has the meaning set forth in Section 4.08.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred.

“Qualified Securitization Financing” means any transaction or series of transactions entered into by the Parent or any Restricted Subsidiaries pursuant to which the 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 the Parent or such Restricted Subsidiary 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.

“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.

“Refinanced Indebtedness” means the obligations under the Existing Grifols Credit Agreement (other than contingent obligations not yet due and payable thereunder).

“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the applicable Borrower executed by each of (a) such Borrower, (b) the Administrative Agent and (c) each Refinancing ▇▇▇▇▇▇ and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.26.

“Refinancing Lender” means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.26; provided, that each Refinancing Lender (other than any Person that is a Lender, an Affiliate of a Lender or a Related Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required

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from the Administrative Agent under Section 10.06(c) for an assignment of Loans or Commitments to such Refinancing Lender.

“Register” has the meaning set forth in Section 2.07(b).

“Regulation” has the meaning set forth in Section 4.25.

“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.

“Regulatory Permits” has the meaning set forth in Section 4.14(e).

“Related Fund” means, (i) 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 and (ii) any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“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 Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace Term SOFR or EURIBOR in loan agreements similar to this Agreement.

“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.

“Relevant Territory” means (i) a member state of the European Union (other than Ireland) or (ii) to the extent not a member state of the European Union, a territory with which Ireland has entered into a double taxation treaty that either has the force of law by virtue of

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Section 826(1) of the TCA or which will have the force of law on completion of the procedures set out in Section 826(1) of the TCA.

“Replacement Lender” has the meaning set forth in Section 2.23(c).

“Required Lenders” means one or more Lenders having or holding Dollar Tranche B Term Loan Exposure, Euro Tranche B Term Loan Exposure, Incremental Term Loan Exposure and/or Revolving Exposure and representing more than 50.0% of the sum of (a) the aggregate Dollar Tranche B Term Loan Exposure of all Lenders, (b) the aggregate Euro Tranche B Term Loan Exposure, (c) the aggregate Revolving Exposure of all Lenders and (d) the aggregate Incremental Term Loan Exposure of all Lenders. No Defaulting Lender shall be included in the calculation of Required Lenders.

“Required Prepayment Date” has the meaning set forth in Section 2.15(e).

“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. No Defaulting Lender shall be included in the calculation of Required Revolving 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; (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 to the Senior Notes or Senior Refinancing Notes unless the Senior Refinancing Notes are secured by a Lien on the Collateral that ranks pari passu in right of security with the Loans; and (e) any voluntary prepayment of any unsecured Indebtedness of the Parent or its Subsidiaries (other than unsecured Indebtedness incurred under Section 6.01(c) and 6.01(s)).

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of the Parent that is not then an Unrestricted Subsidiary; provided, 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”.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan, as reduced by the amount of any applicable Ancillary Commitment, and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Schedule 1.01(b) heretounder the heading “2024 Non-Extended Revolving Commitment” or “2024 Extended Revolving Commitment”, a applicable, opposite such ▇▇▇▇▇▇’s name on Annex III to the Third Amendment or in the applicable Assignment Agreement subject to any

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adjustment or reduction pursuant to the terms and conditions hereof; provided, that the Administrative Agent shall retain sole discretion to update such Schedule to accurately reflect the amount of such ▇▇▇▇▇▇’s Revolving Commitment as of the Closing Date. The aggregate amount of theAs of the Third Amendment Effective Date, the Revolving Commitments as of the Closing Date is $500,000,000include the 2024 Extended Revolving Commitments and the 2024 Non-Extended Revolving Commitments.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the2024 Non-Extended Revolving Commitment Termination DatePeriod or the 2024 Extended Revolving Commitment Period, as applicable.

“Revolving Commitment Termination Date” means the earliest to occur of (a) the sixth anniversary of the Closing Date (November 15, 2025), (b) the date the 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 Revolving Commitments pursuant to Section 8.01.2024 Non-Extended Revolving Commitment Termination Date or the 2024 Extended Revolving Commitment Termination Date, as applicable.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, (a) prior to the termination of the Revolving Commitments, that ▇▇▇▇▇▇’s Revolving Commitment; and (b) after the termination of the Revolving Commitments, the sum of (i) the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Loans of that Lender and (ii) the Dollar Equivalent of the aggregate amount of all amounts borrowed from such Lender under any Ancillary Facility pursuant to Section 2.24., such Lender’s 2024 Non-Extended Revolving Exposure or 2024 Extended Revolving Exposure, as applicable.

“Revolving Lenders” means the Lenders having Revolving Exposure and Incremental Revolving Loan Exposure of each applicable Series. As of the Third Amendment Effective Date, the Revolving Lenders include the 2024 Extending Revolving Lenders and the 2024 Non-Extending Revolving Lenders.

“Revolving Loan” means Loans made by a Lender to the Foreign Borrower pursuant to Section 2.02(a) and/or Section 2.24 and any Incremental Revolving Loans. As of the Third Amendment Effective Date, the Revolving Loans include the 2024 Extended Revolving Loans and the 2024 Non-Extended Revolving Loans.

“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.

“Run Rate Amounts” has the meaning set forth in the definition of “Consolidated Adjusted EBITDA”.

“S&P” means Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and any successor to its rating agency business.

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“Safety Notice” has the meaning set forth in Section 4.14(h).

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in Euro or Other Foreign Currency, same day or other funds as may be determined by the Administrative Agent, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Other Foreign Currency or Euro.

“Sanctioned Country” means a country or territory that is the subject of country-wide or territory-wide Sanctions broadly restricting or prohibiting dealings with such country or territory, which, as of the date of this Agreement, includes Crimea (as defined and construed in the applicable Sanctions laws and regulations), Cuba, Iran, North Korea, Sudan and Syria.

“Sanctioned Person” means any Person:  (a) identified on a Sanctions List; (b) domiciled, organized or resident in, or the government or any agency or instrumentality of the government of, any Sanctioned Country; (c) owned or controlled by, or acting for or on behalf of, directly or indirectly, any Person described in the foregoing clauses (a) or (b); or (d) otherwise the subject or target of Sanctions.

“Sanctions” means the economic or financial sanctions, laws, regulation, restrictive measures or trade embargoes imposed, administered or enforced by any Sanctions Authority.

“Sanctions Authority” means: (a) the U.S. government, including OFAC and the U.S. Department of State; (b) the United Nations Security Council; (c) the European Union and each of its member states; (d) the United Kingdom, including Her Majesty’s Treasury; and (e) any other relevant national or supra-national governmental authority with jurisdiction over the Parent, the Borrowers or any of their Subsidiaries or any other Guarantor.

“Sanctions List” means any Sanctions-related list of designated Persons maintained by any Sanctions Authority, including, without limitation, the Specially Designated Nationals and Blocked Persons List maintained by OFAC.

“Scheduled Unavailability Date” has the meaning set forth in Section 2.29(c).

“SEC” means the United States Securities and Exchange Commission and any successor Governmental Authority performing a similar function.

“Secured Obligations” as defined in the U.S. Pledge and Security Agreement.

“Secured Parties” means the Agents, Lenders and the Lender Counterparties and shall include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders or Lender Counterparties and such Obligations have not been paid or satisfied in full.

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“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 Securitization Assets, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset, 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 Borrower Representative (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,

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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, if any, the Intellectual Property Security Agreements, each Foreign Law Security Document, if any, any collateral allocation mechanism 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 Collateral 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, 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.

“Senior Notes” means the Spanish Borrower’s 3.20% senior notes due 2025 issued under 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 the Indenture, dated as of April 26, 2017, under which the Senior Notes were 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.

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“Senior Refinancing Notes” means senior Indebtedness in an aggregate principal amount not to exceed the sum of (x) €1,000,000,000 and (y) an amount equal to unpaid accrued interest and premium in respect of the Senior Notes plus other reasonable fees and expenses reasonably incurred, in connection with the issuance of the Senior Refinancing Notes, incurred by the Spanish Borrower or the Foreign Borrower and issued under the Senior Refinancing Notes Indenture in a registered public offering or a transaction not subject to registration under the Securities Act in the form of one or more series of senior notes or senior secured notes; provided, that (i) if secured, such Indebtedness is secured by the Collateral on a pari passu or junior basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Parent or any Subsidiary other than the Collateral, (ii) such Indebtedness does not have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary offers to repurchase upon a change of control or asset sale, in each case, after giving effect to such offers under this Agreement) prior to the latest maturity date of any Term Loans or any Permitted Pari Passu Secured Refinancing Debt at the time such Indebtedness is incurred,

(iii) if secured, the security documents relating to such Indebtedness are substantially the same as the Security Documents, (iv) such Indebtedness is not at any time guaranteed by any Persons other than such Persons that are Guarantors, (v) if secured, the holders of such Indebtedness (or their representative) and the Administrative Agent shall have become party to or otherwise subject to the provisions of the Pari Passu Intercreditor Agreement or a Junior Intercreditor Agreement, as applicable, (vi) solely in the case of any such Indebtedness that is secured by a Lien on the Collateral that ranks pari passu or junior in right of security with the Loans, the Senior Secured Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered in accordance with Section 5.01(c) hereof) shall not be greater than 4.50:1.00 as of the last day of the most recently ended fiscal quarter calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and the redemption of the Senior Notes, (vii) the Net Cash Proceeds of such Indebtedness are applied, among other things, to redeem the Senior Notes and (viii) such Indebtedness and the Senior Refinancing Notes Indenture or other governing instrument applicable thereto does not contain covenants, events of default, or other terms and conditions that, when taken as a whole, are materially more restrictive to the Loan Parties than the terms of this Agreement.

“Senior Refinancing Notes Documents” means the Senior Refinancing Notes, the Senior Refinancing Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Senior Refinancing Notes or providing for any guarantee or other right in respect thereof.

“Senior Refinancing Notes Indenture” means an indenture or similar governing instrument reasonably satisfactory to the Arrangers under which the Senior Refinancing 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.

“Senior Secured Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) Consolidated Senior Secured Debt as of such day to (b) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

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“Senior Secured Notes” means (i) the Spanish Borrower’s 1.625% senior secured notes due 2025 and (ii) the Spanish Borrower’s 2.250% senior secured notes due 2027, in each case issued under the Senior Secured Notes Indenture.

“Senior Secured Notes Indenture” means the Indenture, dated as of November 15, 2019, under which the Senior Secured Notes were 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.

“Series” has the meaning set forth in Section 2.25(a).

“Shanghai RAAS” means Shanghai RAAS Blood Products Co., Ltd., a company limited by shares listed at the Shenzhen Stock Exchange with the approval of the China Securities Regulatory Commission under the stock code of 002252.

“Shanghai RAAS Equity Interests” means the issuance to the Parent of RMB ordinary shares (“A” shares) with the par value of RMB1.00 per share of Shanghai RAAS in an amount equal to 26.2% of the fully diluted share capital of Shanghai RAAS.

“Shanghai RAAS Strategic Alliance Agreement” means that certain Exclusive Master Strategic Alliance Agreement, dated as of March 2019, by and among the Parent, Shanghai RAAS, Creat Tiancheng Investment Holdings Co., Ltd. and Ningbo Creat Jinding Investment Partnership (Limited Partnership).

“Shanghai RAAS Transaction” means the Investment by the Parent in Shanghai RAAS Equity Interests in exchange for the GDS Contributed Equity and the performance by the Parent and its Subsidiaries in connection therewith and the Shanghai RAAS Strategic Alliance Agreement.

“Significant Subsidiary” means any Subsidiary of the Parent (other than, in any event, Grifols Diagnostic Solutions Inc., a Delaware corporation) that has earnings before interest, tax, depreciation and amortization (calculated on the same basis as the defined term “Consolidated Adjusted EBITDA”) representing 10.0% or more of the Consolidated Adjusted EBITDA of the Group, calculated on a consolidated basis:

(a)the earnings before interest, tax, depreciation and amortization 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 earnings before interest, tax, depreciation and amortization of that Subsidiary will be determined from its latest audited financial statements (consolidated if it has Subsidiaries);

(c)the Consolidated Adjusted EBITDA of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the earnings before

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interest, tax depreciation and amortization 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.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“SOFR Adjustment” means a percentage equal to (i) with respect to a one-month Interest Period, 0.10% per annum, (ii) with respect to a three-month Interest Period, 0.15% per annum and (iii) with respect to a six-month Interest Period, 0.25% per annum.

“SOFR-Based Rate” means SOFR or Term SOFR.

“SOFR Successor Rate” has the meaning specified in Section 2.29(c).

“Software” means computer software of whatever kind or purpose, including code, tools, developers kits, utilities, graphical user interfaces, menus, images, icons, and forms.

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of the Parent substantially in the form of Exhibit E-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 and when 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 (including, without limitation, 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 Borrower” has the meaning specified in the preamble hereto.

“Spanish Civil Procedural Law” means the Law 1/2000, dated 7 January, on Civil Procedure (Ley 1/2000 de 7 de enero, de Enjuiciamiento civil) as amended or modified at any given time.